HomeMy WebLinkAboutCounty of Orange - Official Investment Pool Participants Committee (OCIP) - 1996-02-20Council/Agency Meeting Held: —14
Deferred/Continued to:
Approved ❑ Conditionally Approved ❑ Denied
City Clerk's Signatur
Council Meeting Date: FEBRUARY 20, 1996
Department ID Number: CA96-003
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator
� A, s-FA
PREPARED BY: *611- HUTTON, City Attorney
ROBERT FRANZ, Deputy City Administrator/Administrative
SUBJECT:
JOINT AGREEMENT OF THE COUNTY OF ORANGE, THI
OFFICIAL INVESTMENT POOL PARTICIPANTS' COMMIT
EACH OPTION A POOL PARTICIPANT FOR RESOLUTION OF
CLAIMS AGAINST THE COUNTY OF ORANGE ("JOINT
AGREEMENT")
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments)
Statement of Issue: Whether to approve and authorize the execution of the Joint
Agreement by the City of Huntington Beach.
Fundina Source: Recovery obtained as a result of the Orange County v. Merrill Lynch and
other third party litigation will fund the bulk of Huntington Beach claims in the Orange County
bankruptcy of approximately $9 million.
Recommended Action: Motion to approve and authorize the Mayor to execute the Joint
Agreement.
Alternative Action(s): Motion to reject the Joint Agreement.
P/9 -0� AfAl /* a7n
F2
REQUEST FOR COUNCIL ACTION
MEETING DATE: FEBRUARY 20, 1996 DEPARTMENT ID NUMBER: CA96-003
Analysis:
Background: The City of Huntington Beach still holds claims totaling $9 million' against the
County of Orange which relate directly to the Orange County Investment Pool (O.C.I.P.)
losses which gave rise to the Orange County bankruptcy.
There are additional claims of over $3.5 million which relate to certain County -Administered
Accounts (CAA's). The County has acknowledged approximately $2.0 million of such
claims.
Prior Agreement: Last year the City Council authorized the execution of the
Comprehensive Settlement Agreement (" CSA' ) which resulted in the City assigning to the
County its rights to sue Merrill Lynch and others. The County then returned 80% (plus some
interest) of the City's invested funds to the City.
The 80% was paid in cash at S35.6 million. The 20% balance was represented by
Settlement Secured Claims (9% or $4.2 million) and Repayment Claims (11% or $4.7
million).
Under the prior agreement with the County, the Secured Claims were to be paid by proceeds
of the Merrill Lynch and other third party litigation and the Repayment Claims were
subordinated claims to be paid after certain other County creditors (bondholders, etc.).
New Agreement: The proposed Joint Agreement changes the prior (CSA) agreement
and would take the place of the CSA. The City of Huntington Beach's $9 million in claims
would be defined as " non -recourse" , meaning the City would look Qny to the net litigation
proceeds of the Orange County v. Merril! Lynch and other third party litigation for payment.2
To recover the first $4.2 million (9% under the CSA) the Merrill Lynch and third party
litigation would need to produce a net litigation proceed amount of $380 million.
To recover the next $4.7 million (11% repayment claim under the CSA) such litigation would
need to yield $1.2 billion.
All dollar amounts herein are rounded for ease of discussion. Please see the attached
report and charts for exact dollar amounts and claim treatment from litigation proceeds.
2 For more detail on the effect of the Joint Agreement, please see the attached executive
summary and comments by Paul Glassman, Esq., especially question #5 on page 2, relating
to " legal limbo" of the City's County -Administered Accounts. Also, please see City of Irvine
RCA attached hereto.
JOINTAG.DOC -2- 02/15/96 11,29 AM
REQUEST FOR COUNCIL ACTION
MEETING DATE: FEBRUARY 20, 1996 DEPARTMENT ID NUMBER: CA96-003
Stated differently, Huntington Beach would only recover all its $9 million in O.C.I.P. losses if
the Merrill Lynch and third party litigation yields over $1 billion in payments from such third
parties.
The Joint Agreement places all litigation decisions in the hands of one person, "The
Representative,' currently Thomas Hayes. Thus, the decision to settle at any amount or
dismiss, etc., is vested solely in Mr. Hayes. Huntington Beach's claims at $9 million will be
in the hands of Mr. Hayes and will moreover, rely for their value on the strengths and
weaknesses of the Merrill Lynch and other third party litigation.
Litigation States: The Merrill Lynch litigation is currently in the preliminary stages with
the major emphasis on a significant Constitutional question which appears to be one of first
impression:
Was the 'trust"created by the California Legislature destroyedby the co -mingling
of trust funds and subsequent Chapter 9 petition by the County of Orange as an
insolvent debtor?
Stated differently, was Bankruptcy Judge Ryan correct when he decided that question in the
affirmative on the grounds that federal bankruptcy law prevails over state law?"
Merrill Lynch has now asked by motion, Judge Gary Taylor of the Central District Court (not
a Bankruptcy Appeal Court) to allow an immediate appeal of Judge Ryan's (interlocutory)
decision.
The County's opposition to that motion was due earlier this week and Judge Taylor may
decide in a day or a month at his discretion.
Meanwhile, a motion to "split" the case into two parts is set for Friday, February 16, 1996,
by the County.
The strategy would be to have a trial on the Constitutionality (California) of the 'debt"
incurred by Orange County through Citron which the County now asserts was illegal and
therefore, beyond the authority of the County.
The level of detail presented above is necessary to illustrate the present uncertainty of the
third party litigation against Merrill Lynch and others and the fact that there are no educated
guesses on the outcome of such litigation since Government Code § 27100.1 has never
been tested.s
Govemment Code § 27100.1.
;Another significant legal question deals with the legality of the "debt' Citron and the County
incurred with respect to O.C.I.P, investments.
SJudge Taylor is also being asked by Merrill Lynch to take the case away from Judge Ryan.
That motion is set for March 4, 1996.
JOIHTAG.DOC -3- 0211519612-.01 PM
REQUEST FOR COUNCIL ACTION
MEETING DATE: FEBRUARY 20,1996 DEPARTMENT ID NUMBER: CA96-003
We only know that the California legislature intended the trust theory to apply in exactly the
situation presented herein and Judge Ryan has decided not to follow the express language
therein.
Summary: IF THE CITY APPROVES THE .JOINT AGREEMENT. ALL HUNTINGTON
BEACH'S RIGHTS TO ITS $9.Q_MILLION IN CLAIMS WILL BE BASED ON THE OUTCOME
OF THIRD PARTY LITIGATION.
On the other hand, if the City does not approve the Joint Agreement, we are advised that
the County may still force the City of Huntington Beach claims to be treated in the same way
as those who have approved the agreement, so long as the agreement is approved by two-
thirds in value and a majority in number.
Additionally, if the Joint Agreement is not approved, we are advised that Huntington Beach
may not receive Huntington Beach's interest in the County -Administered Accounts ($1 to $3
million mentioned above).
There is also a threat that a State Trustee may be appointed or a plan of adjustment
modification could be sought by the County which would further impair Huntington Beach's
claims if the Joint Agreement is rejected.
Accordingly, the recommended action is clearly a op li y decision and not a legal decision.
In either event, staff is recommending a review of the Orange County bankruptcy in early
March to determine whether the disputed claims advanced by the City/Agency are sufficient
in amount to justify expert bankruptcy legal assistance in the prosecution thereof.
Attachment(s):
1. City and Redevelopment Claims
2. Recovery of funds from Orange County
3. Letter from Paul Glassman, February 2, 1996, Plan of Adjustment
4. Letter from Paul Glassman, February 2, 1996, Joint Agreement
5. Letter from Pillsbury Madison & Sutro, 12/27/95, Joint Agreement
6. Executive Summary
7. City of Irvine Request For Council Action
8. Joint Agreement
9. Joint Agreement Distribution Formula Chart
This was confirmed by bankruptcy attorney .John Poppin on February 12, 1996
and Orange County City Subcommittee bankruptcy attorney, Paul Glassman, on
February 14, 1996.
JOINTAG.DOC -4- 02 I5196 2:27 PM
City and Redevelopment Claims
Orange County Bankruptcy
City County
Category Claim Schedule Difference
City Claims:
Settlement Claims
Repayment Claims
Withheld Proceeds
Property Taxes
Transfer Taxes
AHFP Project
Eminent Domain
Other
Sub -Total
Interest on Claims
Total City Claims
$4.299,895.00
4,715,913.00
611,203.00
1,533,574.98
65,000.00
243,458.00
148,226.43
154.840.90
$11,772,113.31
1,099,147.32
$12,871,260.63
$4,299,895.44
4,715,913.32
611,202.51
1,517,312.73
0.00
0.00
82,850.00
131.623.35
$11,358,797.35
211,737.95
$11,570,536.30
($0.44)
(0.32)
0.49
16,262.25
65,000.00
243,458.00
65,378.43
23.217.55
$413,315.96
887,409.37
$1,300,725.33
Redevelopment Claims 308,232.37 0.00 308,232.37
Total Claims I,4931Q S1JJj0,53fiM
Comments on Differences:
Property Taxes - Difference (1.1°%) is small.
Transfer Taxes - City claim can be dropped if County records verify all 1994195 taxes were paid.
AHFP - City claim can be dropped if CountyfOCTA c'arify status of the project.
Eminent Domain - City claim can be revised to an amount comparable to County Schedule.
Other - City can accept County Schedule.
Interest - City claim can be modified after verification of method of computation.
Redevelopment - County needs to provide documentation of amounts to be paid.
(:LMSUCA.XLS Claims
2115196
Recovery of Funds from Orange County
Timing and Payments
Amount Invested in County Investment Pool as of 1216194: $43,605,050.00
Amounts returned to the City In 1995:
Interim Withdrawal
Mar-95
$5,000,000.00
Retum of Proceeds
May-95
28,634,326.00
Recovery Notes
Jun-95
1,632,258.00
Post Petition Interest
Jul-95
551,iu.00
Total Retumed
$35,168,161.02
Summary of Remaining Claims Related to the Orange County Bankruptcy:
City Claims
$12,871,260.63
Redevelopment Claims
$308,232.37
Sub -Total: Claims Filed
$13,179.493.00
Less Disputed Claims
608 9 7 0
Undisputed Claims
$11,570,535.30
Recovery Process for Undisputed Claims:
Projected Repayments
Est. Cumulative
Sequence of Payment Triggering Event Date Amount Mount
Court approval of
75% of CAA's Joint Agreement Apr--96 $1,474.328.01 $1,474,328.01
Court approval of
Withheld Proceeds
Joint Agreement
A r-96
$611,202.51
$2,085,530.52
Balance of Eminent Domain
Court approval of
CAM (25%)
Plan of Adjustment
Sul-96
$26,089.75
$2,111,62027
Third Party Recovery
Settlement Claims
of S55-380M
?
$4,299,895.44
$8.411,515.71
Third Party Recovery
Balance of CAA's 5°%
of $380-583M
?
3443,106.06
$6,854,621.77
Third Party Recovery
RepsyMent Claims
of $713-1,296M
?
$4,715.913.32
$11,570.535.09
CAXs - County Administered Accounts
CLAISUM.XLS Payments 2Ii5196
AHodimeo file,
forbearance hereunder, be offered or received in evidence or
used in any proceeding against any Party, or used in any
proceeding, or otherwise, for any purpose whatsoever except
with respect to (a) effectuation and enforcement of this
Agreement and (b) any proceedings in the Bankruptcy Court to
approve this Agreement and the execution and delivery
hereof.
26. Due_athorixation. Each Party to this Agreement hereby
represents and Warrants that such Party is duly -authorized
to enter into this Agreement.
THE COUNTY OF ORANGE
BY:
ITS:
THE OFFICIAL INVESTYZNT POOL PARTICIPAh'TS 1 CO)UiITTEE
BY:
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ITS:
a FEB Ica^ w
ava
NAME OF OPTION A POOL PARTICIPA2`T
BY:
ITS: MA-/Oz
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121l95
11
Agenda Item F-3
--------------------------------------------
Orange
C
oun
Bankruptcy
Proposed Joint
Agreement
-------------------------------------------------'
r------------------------------------------------,
Proposed Joint Agreement
■ Replaces CSA signed last April
■ All Pool Participants are Reviewing
■ Consistent with State Legislation
■ Releases Some Funds (75%) within 30 Days
■ Improves Settlement Secured Claim Payout
■ Tom Hayes to Oversee Third Party Litigation
■ Repayment Claims Converted to Additional
Settlement Claims ("Non -Recourse")
-------------------------------------------------
February 20, 1996
Agenda Item F-3
-
r------------------------------------------------,
Non -Pool Claims (CAA's)
■ Undisputed Claims - $2.0 Million
F ♦75% to be paid within 30 days of approval
of Joint Agreement. Balance (25%) paid: ;
4In equal installments over 20 years, or ;
4From County's share of litigation proceeds.
4Eminent Domain balance (25%) paid in June
■ Disputed Claims - $1.5 Million ;
-Negotiate: March to May
-Unresolved disputes determined by Court ;
=------------------------------------------------'
February 20, 1996
Agenda Item F-3
r-----------------------------------------------
Summary- Return of Funds
Undisputed Claims Only
■
75% of City CAA's April
$1,474
■
30--35% of Withheld April
180
' ■
Redevelopment CAA's June
106
■
Additional CAA's June
26 ;
■
Additional Withheld June-?
431
■
Settlement Claim Unknown
4,300
■
Balance of CAA's Unknown
479 ;
' ■
Repayment Claim Unknown
4,716
$ in Thousands
------------
r------------------------------------------- - - - - -
,
Summary - Advantages of
Joint Agreement
■ Return of $1,654,000 to the City by ,
April that otherwise could be held by
the County Indefinitely
■ Improves Probability of full Payment
of $4.3 Million Settlement Claim and
balance of CAA's ($478,580)
■ Does not require waiver of rights re: '
Disputed Claims
-------------------------------------------------
February 20, 1996
Huntington Beach
City and Redevelopment Claims
Orange County Bankruptcy -
City County
Category Claim Schedule Difference
City Claims:
Pool Related:
Settlement Claims
$4,299,895.00
$4,299,895.44
Repayment Claims
4,715,913.00
4,715,913.32
Withheld Proceeds
611,203.00
611,202.51
-Sub-Total - Pool Claims
9,627,011.00
9,627,011.27
City CAA Claims:
Property Taxes
Transfer Taxes
AHFP Project
Eminent Domain
Other
Sub -Total - City CAA Claims
Interest on City Claims
Total City Claims
Redevelopment Claims (CAA's):*
Property Taxes
Eminent Domain
Interest on Redevelopment Claims
Total All Claims
gagaments on Differences:
1,533,574.98
65,000.00
243,468.00
148,228.43
154.840.90
$2,145,102.31
1,099,147.32
$12,871,260.63
143,291.32
83,907,02
81,034.03
308,232.37
1,517,312.73
0.00
0.00
82,850.00
131,623.35
$1,731,786.08
211,737.95
$11,570,536.30
141,894.00
0.00
0.00
141,894.00
Property Taxes - Difference (1.1%) is small.
Transfer Taxes - City claim can be modified.
AHFP - City claim may be dropped if County/OCTA clarify status of the project.
Eminent Domain - City claim can be revised. -
Other - City can probably accept County Schedule.
Interest - City claim can be modified after verification of method of computation.
Redevelopment- County needs to provide documentation of amounts to be paid.
($0.44)
(0.32)
0.49
(0.27)
16,262,25
65,000.00
243,458.00
65,378.43
23.217.55
$413,316.23
887,409.37
$1,300,726.33
1,397.32
83,907.02
81.034.03
166, 338.37
CAA's = County Administered Accounts
* Incomplete Redevelopment CAA's detail provided as of 2/20/96
CLMSUM.XLS Claims Revised Attachment 1, Agenda Item F-3, Updated 2/20/96
4
Huntington Beach
Recovery of Funds from Orange County
Timing and Payments
Amount Invested In County Investment Pool as of 12(6194: $43,605,050.00
Amounts returned to the City in 1995:
Interim Withdrawal
Return of Proceeds
Recovery Notes
Post Petition Interest
Total Returned
Mar-95 $5,000,000.00
May-95 28,s84,326.00
Jun-95 1,632,258.0D
Jul-95 551.577.0D
$35.8J8J G1.00
Summary of Remaining Claims Related to the Orange County Bankruptcy:
City Claims
$12,871,260.63
Redevelopment Claims
13M232.37
Sub -Total: Claims Filed
$13,179,493.00
Less Disputed Claims
($1.467.063.701
Undisputed Claims
$11,712,429.30
Recovery Process for Undisputed Claims:
Projected Repayments
Est. Cumulative
Sequence of Payment Triggering Event Date Amount Amount
Court approval of
75°LOf CitX»CAA»Ys Joint Agreement Apr-96 _ $1,474,328.01 $1,474,328.01
Court approval of
30-35% of Withheld Proceeds »
Joint Agreement »»»�
Apr-96
$180,000.00
$1,654.328.01
75% of Redevelopment
Court approval of
Agency. CAA's» » ,»-»» _»»»
Plan of Adjustment �..
Jul-96
$106,420.50
$1»,7760,748.51
Balance of Emineni Domain
Court approval of
Plan of Adjustment
Jul-96
$26:089.75
$1,78q,6 8.26
Receipt of Funds from
Balance of Withheld Proceeds
Investment Banks
?
$431,202.51
$2,218,040.77
Third Party Recovery
Settlement Claims �» _
of $55-380M �
»_»» ?
$4,299.895.44
$6,517,936.21
Third Party Recovery
Balance of CAA.s (25°%) of $38D-583M
7
$478:579.56
$6,996,515.77
Third Party Recovery
RepaXment Ciaims ..................... ...... of $713-1.296M�� W »» » » »» —14,7 5 913:32. 511,712.429 09»
CAA's s County Administered Accounts
C LMSUM_XLS Payments Revised Attachment 2, Agenda Item F-3, Updated 212019E
LAW OFFICES
PAUL R. GLASSMAN
A PROFESSIONAL CORPORATION
11400 WEST OLYMPIC BOULEVARD, SUITE 250
LOS ANGELES, CALIFORNIA 90064
PHONE: (310) 312-9505
FAX: (310) 312-9507
February2, 1996
To: All Orange County Cities in the Subcommittee of Orange County
Cities ("The Subcommittee")
Re: In Re County of Orange
Case No. SA-94-22272-J R
Dear Subcommittee Members:
Enclosed is a document entitled "The Joint Agreement: Questions and
Answers" CQ and A"). The Q and A is provided to the Cities as a tool to be used
by the Cities and their professionals in preparing their analyses and review of the
Joint Agreement of the County of Orange, the Official Investment Pool
Participants' Committee and Each Option A Pool Participant for Resolution of
Claims Against the County of Orange ("Joint Agreement'). The Q and A is not a
substitute for the Cities own detailed evaluation of the detriments and benefits of
the Joint Agreement. The Subcommittee's counsel cannot act for each City.
Since each City's circumstances may be different, each one of them must
conduct Us own investigation and reach its own conclusion as to whether it will
participate in the Joint Agreement. Given the potentially wide divergence of
interests, the Q and A may not address all of the various concerns of any
particular City.
In addition to the above, please note that the Subcommittee has requested
clarifications and changes from the County in regard to several issues relating to
the Plan which may affect the answers given under the Q and A. It is also
possible that the Plan of Adjustment and the Disclosure Statement may be
amended in a way which would alter the answers given under the Q and A. For
these, among other reasons, the current answers to the Q and A may not be the
/-m0&/,t,"enf 1, �-
T, _j
Subcommittee letter
Page 2
February 1. 1996
"final" answers. Any questions concerning the Q and A should be addressed to
Paul R. Glassman.
Paul R. Glassman P.C.
Mitchell, Silberberg & Knupp
` FEI�&01-19%9 18155 FROM THOM To 13103129W P.O1
The Joint Agreement: Questions and Answers
1. What will my City receive under the Joint Agreement?
If the Joint Agreement becomes "effective", each City which
signs the Joint Agreement should receive approximately 75%
of the "undisputed portion" of its County Administered
Accounts ("CAA" or TAM) within 30 days of the
agreement becoming "effective". while the County has not
definitively agreed to an "undisputed schedule" for the CAAs,
the best information currently available is found in the last
schedules of the CAAs provided by the County. The "disputed
portion" will not be paid until the County and the affected
City reach accommodation or the Bankruptcy Court determines
the "allowed" amount. The Cities may also receive certain
other benefits under the Joint Agreement.
2. What will my City give up under the Joint Agreement?
If the Joint Agreement becomes "effective", each City which
aims the Joint Agreement will waive most of its rights to
object to the County's Plan of Adjustment ("Plan") and certain
of its rights under the Comprehensive Settlement Agreement
("CSA") will be modified. However, the Cities rights to sue
designated third parties, including their own advisors, is not
affected by the Joint Agreement. Please note that the Cities
right to sue the County's advisors (e.g.. Merrill Lynch and
KPMG) for CAA losses was given up under the CSA. Under
the CSA the Cities also gave .up their rights to make a claim
against the County for damages.
1
' FE-01-1995 18:56 FFRW THOMA M 131031295er P.02
3. Tf my City signs the Joint Agreement, will its County
Administered Account claims be paid within 30 days of
signing.
No. No payments will be made under the Joint Agreement
until the Joint Agreement becomes "effective" (i.e. all Option
A Pool Participants and the County sign the agreement and the
Bankruptcy Court approves the agreement).
4. Can the Joint Agreement become "cffcctive" if all Option A
Pool Participants don't sign up?
Yes, but only the County can waive the requirement that all
Option A Pool Participants must sign the Joint Agreement.
PIease note that the requirement that the Bankruptcy Court
approve the Joint Agreement is probably not waivable.
S. If my City chooses not to sign the Joint Agreement will its
CAA claims still: be paid?
Currently, the County takes the position that only those Cities
which execute the Joint Agreement (assuming that it becomes
"effective") will be paid their CAA claims. The County also
contends that there is no mechanism under the County's
proposed Plan for paying CAAs to the Cities. If the County's
position is correct, the CAA claun of a City which chooses not
to sign the Joint Agreement will be in "legal limbo" and
would probably be addressed through litigation, a new Plan or
a separate settlement.
2
t F6ZOI-19% 18:55 FROM TMOrA TO 131M129We P-W
6. How will the undisputed "deficiency" or shortfall portion of
the CAA claims be paid under the Joint Agreement?
Notwithstanding the language in the Joint Agreement to the
contrary, the County takes the position that the
deficiencies/shortfalls in the CAAs are not paid under the Joint
Agreement but are dealt with under the Plan. The current
version of the Plan provides that most of these deficiency
claims will be paid out of certain Litigation Proceeds and
related hands (as defined in the Plan) and Available Cash (also
as defined in the Plan). However, the Plan also provides that
certain types of undisputed deficiency CAA claims --such as
eminent domain claims-- will be restored in full on, or as
promptly as possible after, the Effective Date or will be paid
as provided by state law.
7. what does the Joint Agreement mean when it provides that
CSA claims (i.e. the Settlement Secured Claims and
Repayment Claims) are "non -recourse" against the County and
"recourse" only against third party recoveries?
This is a change in the rights of the Cities under the CSA.
The "recourse" and "non -recourse" language in the Joint
Agreement means that the Cities are entitled to be paid their
CAA deficiency claims only out of the Litigation Proceeds and
Avai table Cash and will not have any recourse against the
County or its general funds. Under the CSA, the claims were
previously "recourse" against the County and its general funds.
3
` FEIDIOi-IQ-% 18:57 FROM THOMA TO 131e31295M P.e4
S. Are Option B Pool Participant Cities eligible to sign the
Joint Agreement?
The County takes the position that Option B Pool Participants
Cities cannot participate in the Joint Agreement and that their
rights are unaffected by the Joint Agreement.
9. What does the five person Orange County Recovery
Committee ("Committee") do and what is the Cities role on
this Committee?
The Committee reviews and evaluates any Plan of Adjustment
or Disclosure Statement filed with the Bankruptcy Court to
determine if they are inconsistent with the terms of the Joint
Agreement and/or the Comprehensive Settlement Agreement.
One of the members of the Committee will be a City
representative.
10. what will Mr. Thomas Hayes role as the Representative
entail?
Mr. Hayes will have complete control over litigation,
including, but not limited to the Merrill Lynch litigation and
the KPMr litigation. He can settle, prosecute or dismiss
litigation as he deems advisable.
0
FE:-01-19-96 19:20 FRW TF10P'Ya TO 131MI295M P.01
11. Will the Governor appoint a "Trustee" for the County if
the Joint Agreement becomes "effective"?
Even if the Joint Agreement becomes 'effective" the Governor
will retain the right to appoint a Trustee if the Plan is not
approved by the Bankruptcy Court by May 1, 1996. However,
should the Governor choose to exercise this right he must first
consult with various individuals delineated in the legislation
and make a determination that the prospects of reorganization
are unlikely.
12. if my City approves the Joint Agreement, is it at the same
time approving the Plan?
No. They are separate, with the Joint Agreement being
approved fast and the Plan later. The Joint Agreement deals
only with the CSA claims and a portion of the CAA claims
(approximately 750/9), while the Plan deals with the deficiency
in the CAAs and all other claims. As a practical matter, a
City which signs the Joint Agreement is waiving most of its
rights to object to the Plan. (SEE ANSWER 2).
5
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CIPECT COAL "V010[0
(619) 544-3177
December 27, 1995
TO: ORANGE COUNTY INVESTMENT POOL
PARTICIPANTS' DISTRIBUTION LIST
Re: In re County of Orange, Case No. SA94--22272-JR
"JOINT AGREEMENT" PROPOSED BY THE COUNTY OF ORANGE FOR
HE RESOLUTION OF POOL -RELATED CLAIMS OF OPTION A POOL
PARTICIPANTS, AND OTHER RELATED MATTERS
Dear Pool Participant:
Enclosed herewith you Will find an execution copy of an
agreement entitled JOINT AGREEMENT OF THE COUNTY OF ORANGE, THE
OFFICIAL INVESTMENT POOL PARTICIPANTS' COMMITTEE AND EACH OPTION
APOOL PARTICIPANT FOR RESOLUTION OF CLAIMS AGAINST THE COUNTY
OF ORANGE ('Joint Agreement") along With an Executive Summary
relating to that agreement.
This proposed Joint Agreement by the County is intended to
address the treatment of the remaining claims of Option A Pool
Participants allowed under the Comprehensive Settlement
Agreement ("CSA"), and to address certain other specific matters
related to the interests of Pool Participants.
While the Joint Agreement is not a Plan of Adjustment, if
executed by your government entity, it will have material impact
on your right to participate in the Plan of Adjustment process,
and Will, to a large extent, define your entitlements under the
Plan of Adjustment. This is obviously a very important
document. It is technically drafted and requires your
attention, along With the specific advice of your own financial
and legal professionals.
As with the Comprehensive Settlement Agreement, the
financial and legal professionals of the OCIP Committee are
unable to act as advisors to you on an individual basis.
Rather, the financial and legal advisors to the OCIP
Committee have prepared the Executive Summary which accompanies
1444-a.,hin ed # — 5` "
S
December 27, 1995
Page 2
this letter to assist you in understanding the Joint Agreement.
The impact of the Joint Agreement will be different for
virtually every individual government agency and, as a result,*
the analysis required must be done by each agency on an
individual basis.
To put the Joint Agreement in context, it is important to
briefly review the history of this case as it pertains to Pool
Participants.
On December 6, 1994, the County of Orange filed two
separate bankruptcy cases: one for the County (In Re CountX of
Orange, Bankruptcy Case No. SA94-22272-JR) and one for an entity
o t e County entitled The Orange County Investment Pools (In Re
Orange Count "Investment Pools, Bankruptcy Case No. SA94-22273--
JR). The filing of-ItTiese two separate bankruptcy cases was
intended by the County to identify the separate assets and
interests of the Pools as opposed to the rights of general
creditors of the County of Orange. There may have also been a
political interest in attempting to distance the County of
Orange from the operations of the Treasurer's Office in
connection with the investment decisions leading up to the
$1.64 billion loss sustained by the Pool.
Shortly after the filing of the bankruptcy cases, the
County announced its intent to challenge the entitlement of Pool
Participants to recover their deposits in the Pool under the
provisions of California law intended to protect Pool
Participant deposits from invasion by a County under
circumstances mirroring those in this case. (California
Government Code § 27100.1, and others.) Long term..denial of
access by Pool Participants to their deposits in the Orange
County Investment Pools threatened the economic viability of a
substantial number of Pool Participants.
After the filing of the two bankruptcy cases, the United
States Trustee for the Central District of California, Marcy
Tiffany, formed a special committee to represent Pool depositors
in the Pool case. This committee consists of seven members:
Chairman, Stan Oftelie of the Orange County Transportation
Authority ("OCTA"); Andrew Czorny of the Orange County Water
District; Blake Anderson of the Orange County Sanitation
District; Paul Brady, City Manager of the City of Irvine
(representing a special subcommittee of Orange County cities);
John Nelson, Assistant Superintendent of the Orange County
Department of Education (representing a special subcommittee of
Orange County schools); Walter Kreutzen of the Transportation
Corridor Agencies; and Michael Martello, City Attorney of the
City of Mountain View (representing a special subcommittee of
December 27, 1995
Pare 3
non -Orange County agencies). This committee became known as the
OCIP Committee.
The OCIP Committee began meeting almost daily in early
January and crafted, along with the County, an interim funding
mechanism to meet the emergency needs of Pool Participants. The
intent of that facility was to provide the minimal funding
required to keep the constituent agencies of the OCIP
financially alive during the time necessary to resolve the
dispute between the OCIP Committee and the County regarding Pool
Participants' entitlement to their deposits in the investment
pools. That interim facility operated successfully through May
of 1995 and disbursed over $900,000,000. During that same
period of time, the Pool Committee conducted extensive financial
analysis and legal research on the issue of whether Pool
Participants could recover all their deposits from the Orange
County Investment Pools, leaving the County to bear the entire
$1.64 billion loss against their December 6, 1954 deposit
balance of approximately $2.3 billion.
There was support for that position, including the specific
intent of Government Code 5 27100.1. the reliance of Pool
Participants upon the County for investment policies and capital
protection, and the revelation of numerous financial
irregularities relating to Pool Participants' interests in the
Pools pre -bankruptcy (the skimming of interest, misallocation of
assets, and other similar activities). In other words, there
were good legal and equitable arguments for requiring the County
to sustain the loss in the Investment Pools from its own deposit
balance.
However, there was another side to the argument.
Notwithstanding the culpability of the County for the
intentional and unintentional losses in the Pools, certain
principles that apply generally in bankruptcy cases, though
never specifically applied to a case of this type, provided the
possibility for a different result.
These arguments, in brief, start with the general disfavor
trust interests are accorded in bankruptcy cases, because such
interests run contrary to general bankruptcy concepts of
equitable distribution to similar claimants. Additionally, the
legal foundation for the trust position asserted by Pool
Participants in this case was uniquely a matter of California
law. There was thus the potential for statutory interpretation,
and Tenth Amendment Constitutional issues, to be in controversy.
Specifically, it was unclear whether California was entitled to
structure a unique distribution priority for municipal entities
in bankruptcy inconsistent with general bankruptcy principles.
December 27, 1995
Page 4
In other words the issue presented a case of first
impression with billions of dollars, and the economic lives of.
the Pool Participants, at stake, and good arguments on both
sides.' Moreover, a number of Pool Participants had municipal
financings coming due in June of 1995 for which a substantial
portion of their Pool deposits were required. Litigation of the
trust issue, even if successful at the trial court level, would
if appealed probably not produce an actual disbursement of funds
by the County within the timeframe necessary to meet the June 30
1 As most of you know, the issue of the trust status of the
Orange County*Investment Pools was recently litigated in the
context of a Motion to Dismiss brought by Merrill, Lynch,
Pierce, Fenner & Smith in the case filed against it by the
County. Among other arguments, Merrill Lynch contended that,
under California Government Code g 27100.11 the assets in the
Orange County Investment Pools belonged to Pool Participants,
not the County. Further, any losses sustained by the Pool would
be losses of the Pool Participants, not the County.
On December 1, 1995, Bankruptcy Judge John Ryan addressed
for the first time the critical trust issue in the context of
the Merrill Lynch motion. Judge Ryan denied the motion. In his
opinion, Judge Ryan specifically found that here where the trust
managed by the County is assumed to be insolvent, and where
deposits can not be definitively traced, the trust fails and the
Pool assets become assets of the County of Orange. Judge Ryan
concluded that the protection to Pool Participants.,under
Government Code S 27100.1 failed because it was inconsistent
With the federal bankruptcy principle of equitable, uniform
distribution of assets in insolvent estates.
While it is unclear whether this decision would have been
the same had it been litigated earlier, and it is equally
unclear whether it will withstand appeal, at least on the face
of it a good argument can be made that had the OCIP Committee
elected to litigate the trust theory back in May of this year,
the court would have made the same findings, in which case the
County would have had access to the entire $5.3 billion proceeds
from the sale of the Pool securities. The County would then
have been entitled to distribute those proceeds to its unsecured
creditors, including all municipal noteholders, vendors and all
labor claimants, along with Pool Participants. Under those
circumstances, the recovery by Pool Participants would have been
much less than the $4.1 billion in cash recovered so far. The
County's "fresh start" may have occurred months ago at the cost
of the financial vitality of numerous Pool Participants.
December 27, 1995
Page 5
deadline for Pool Participants having municipal obligations
maturing at that time.
The Pool Committee crafted with the County a "settlement"
of its collective claims of entitlement to all Pool Participant
deposits under the trust theory in an agreement entitled the
'Comprehensive Settlement Agreement" ("CSA"). Under this
agreement, approximately 80% of non -school deposit balances and
901 of school deposit balances have been or should shortly be
released. The remaining account balances would be allowed in
full; however, there would be different repayment entitlements
on those balances. A portion of the remaining balance would be
entitled to general unsecured creditor treatment with a credit
enhancement from recoveries from third party litigation
("Settlement Secured Claims"), and another portion would be in a
subordinated position ("Repayment Claims"). This compensation
package was available to Pool Participants agreeing to assign
and collectivize their claims against third party defendants.
Most Pool Participants elected this option. Fourteen Pool
Participants, primarily non -Orange County entities, elected a
different package of compensation, retaining their third -party
litigation rights.
Approximately $4.1 billion dollars has been distributed to
Pool Participants to date in accordance with the CSA.
The County has since been unsuccessful in obtaining
taxpayer funding to refill the $1.64 billion dollar hole left by
the losses sustained by the Pool, and the amounts of deficit
hidden until the filing of the bankruptcy case. The County was
successful in obtaining the agreement of noteholders to the idea
of "rolling" their obligations from fiscal 1994-1995 into fiscal
1995-1996, a procedure which on its face appears to contradict
several government code statutes and Constitutional provisions.
The OCIP Committee raised these issues before the Bankruptcy
Court, without success, and those issues are now on appeal.
Since August of this year, the County has attempted to
craft a Plan of Adjustment which would allow it to emerge from
bankruptcy. For a number of reasons, including its diminished
credit rating and its inability to obtain any tax revenue from
its citizens, the County's plan for recovery inevitably turned
back to the revenues and assets of Pool Participants whose
financial condition and operations were more regularly
conducted, and whose economic health was more vital.
The initial assault by the County was across the board to
the interests of virtually all Pool Participants. Legislative
realities circumscribed the County's efforts. Ultimately, a
December 27, 1995
Page 5
legislative package was approved Which, in essence, calls for
the State to divert a net amount of $15 million per year for
15 years from the Orange County Transportation Authority and
$12 million per year for 20 years from Harbors, Beaches and
Parks, the Flood Control District, and the County Development
Agency. These diverted funds will be pledged to finance the
issuance of new municipal debt, the proceeds of which will be
used to pay off the 'rolled" municipal debt and other
obligations of the County.'
While the legislative package is still violative of the
interests of some Pool Participants, and will have an impact on
transportation and on future infrastructure construction in
Orange County, it was considered the least destructive of the
various alternatives that were considered by the legislature.
However, this limited invasion of Pool Participants' assets was
crafted with certain expectations relating to the remaining
claims of Pool Participants. Namely, it was anticipated that
Pool Participants would be willing to relieve the County of
their remaining Pool -Related Claims (approximately $850 million).
and have those claims become recourse only against third pasty
litigation recoveries. Were this assumption not correct, the
County was prepared to argue that further invasions of Pool
Participants• assets and/or tax revenues would be required to
enable the County to pay all of its obligations under the Plan
of Adjustment. The next level of asset and/or tax diversion
would have been at the expense of cities and special districts,
and the representatives of those constituencies on the OCIP
Committee were insistent on avoiding that possibility..
The concept of making the remaining Pool Participant Pool -
Related Claims non -recourse to the County, but recourse against
third party litigation recoveries, is incorporated into the
Joint Agreement. In addition to the concepts described above,
other related issues, and nonrelated issues of importance to
specific Pool Participant constituencies, are also addressed in
the Joint Agreement.
Of particular concern to Orange County cities is the
treatment of, and access to, Pool Participant interests in
certain County Administered Accounts (OCAAs`). These are
accounts kept on the books and records of the County which hold
funds on behalf of Pool Participants, and sometimes the County,
for specific purposes. Under the CSA, the CAAs were deemed to
have suffered percentage losses in the Pools similar to the
losses deemed to have occurred to the deposit balances of
specific Pool Participant agencies. The remaining balances in
these County -administered accounts are, in many cases, owned in
part by Pool Participants. However, Pool Participants have not
December 27, 1995
Page 7
had access to these funds since the filing of the bankruptcy
case on December 6, 1994, and absent agreement with the County,
the County has no inclination to release these funds to Pool
Participants until the case is concluded, probably not earlier
than June of next year. In addition, certain CAAs have funds
which reflect unique interests of parties, like the Eminent
Domain account, and the treatment of these accounts in a manner
inconsistent with the treatment of other CAAs was also a matter
of great interest to the Committee. The Joint Agreement
requires the County to immediately distribute the cash balances
in numerous CAA's to Pool Participants, to the extent of their
undisputed claims against those accounts. It further provides a
mechanism for recovering the deficiencies in those accounts.
The Joint Agreement also announces, as part of the
financial limitations of the County of Orange, the
discontinuation of the Arterial Highway Funding Program ("AHFP*)
by the County of Orange. This program, previously in existence
for over 40 years, provided disbursement of approximately
$3.5 million a year by the County of Orange to various Orange
County cities for the maintenance and improvement of certain
roads and highways. The program was administered by the Orange
County Transportation Authority. it is the intent of the County
to confirm with Pool Participants that the AHFP will be
discontinued. Pool Participants acknowledge in the Joint
Agreement the County's discontinuation of the program and agree
that the OCTA will not be obligated in the future to fund the
AHFP.
It was important to the OCIP Committee that third -party
litigation be conducted in an environment insulated from
political influences in County politics. The Committee has
agreed to accept Thomas W. Hayes as the representative entitled
to make all critical decisions relating to the litigation. The
Joint Agreement describes the scope of Mr. Hayes' authority and
relationship to the County and the Committee.
The Option B Pool Participants expressed concerns that the
Joint Agreement not be inadvertently construed in a manner
adverse to the claims they hold under the CSA. In response,
specific language has been added to confirm that there are no
third -party beneficiaries to the agreement, nor is the agreement
intended to adversely affect the interests of third parties,
including Option B Pool Participants.
The Joint Agreement establishes a priority schedule for
disbursement of third -party litigation proceeds. Of note to
Pool Participants is the fact that Orange County schools receive
a priority in excess of $50 million from the first distributions
December 27, 1995
Page 8
of litigation proceeds available for Pool Participants. This
priority was granted to schools in response to the Committee's.
interests in re-establishing the financial stability of the
school system, and to respond to the interest of the State
legislature to bring the schools into compliance with funding
requirements necessary to prevent state intervention.
The Joint Agreement provides for the establishment of a
five -person monitoring committee to ensure that the Plan of
Adjustment conforms to the provisions of the Joint Agreement, so
that the parties executing the Joint Agreement without the
benefit of the information normally available in the Plan of
Adjustment and/or Disclosure Statement, will be protected from
inadvertent mistake, manipulation or surprise. The Committee is
comprised of two representatives of the County, two
representatives of the Pool Committee (one of which must be a
cities representative), and Mr. Hayes. This committee ceases
its function upon the confirmation of the County's Plan of
Adjustment.
There are a number of other important provisions in the
Joint Agreement which apply to the interests of various Pool
Participants, and a careful reading of the Agreement is
required.
On Monday, December 18, the OCIP Committee considered the
final draft of the Joint Agreement and approved the agreement
with its support for distribution to Pool Participants as soon
as possible. It is hoped that each Pool Participant entity will
give this matter its earliest and fullest consideration and will
act on it as promptly as possible. •:
As with the CSA, the financial and legal representatives of
the Committee are available to you to answer your questions in
connection with your deliberations.
This Joint Agreement constitutes the next major step in the
case on behalf of Pool Participants. It has been closely
considered by the Committee and its professionals. while it is
not a completely attractive approach in that it does not assure
payment of the remaining claims of Pool Participants, it does
have some benefits which you might want to consider as part of
your deliberations, including the following:
1. The County undertakes not to seek any further
diversion of Pool Participants' assets or tax revenues in
connection With this case. This is of particular interest to
Orange County cities and special districts;
December 27, 1995
Page 9
2. With respect to entities having -interests in CAAs,
those parties signing the Joint Agreement will have immediate
access to their account balances, while those not signing the
Joint Agreement may not have immediate access to those balances;
3. with respect to schools, there is a distribution
priority from litigation proceeds in excess of $50 million;
4. With respect to all Pool Participants, those signing
the Joint Agreement will avoid the possible appointment of a
State Trustee,2 and will receive the priority of distribution
of litigation proceeds set forth in the Agreement.
These considerations are benefits to which Pool
Participants Would not be automatically entitled under a Plan of
Adjustment, or otherwise.
Ultimately, each entity needs to be prepared to weigh the
prospect of losing recourse status for its allowed claims
against the County in return for a different percentage of
litigation proceeds. This is a difficult analysis because it is
impossible at this point to know what the actual value of Pool
Participants' remaining claims are against the County, because
we do not know the County's capacity to make payment on those
claims.
Likewise, it is impossible at this stage of the litigation
to be able to value the Merrill Lynch, or recently filed Peat
Marwick, litigation. Those litigations could prove to be very
valuable. On the other hand, they could be defeated in their
entirety by technical defenses which have yet to be, surfaced.
What can be said is that, as of this date, the County's
Second Amended Complaint has survived a motion to dismiss by
Merrill Lynch, and the comments of the Judge at the hearing on
the motion to dismiss were such that it does not appear that the
Complaint, or its principal component parts, are subject to
immediate dismissal on technical grounds. No responsive
pleadings have yet been filed in the Peat Marwick litigation.
There is likely to be other litigations filed by the County
against brokers and professionals relating to pre -bankruptcy
actions.
2 Under the recovery legislation enacted in October of this
year, a State Trustee could, under certain conditions, be
appointed by the Governor for the County and for any Pool
Participant to facilitate the Plan of Adjustment.
-•.,yam- _ __
December 27, 1995
Page 10
The Orange County bankruptcy case is moving into its final
stage with the submission and confirmation of a Plan of ,
Adjustment. The County filed its Plan of Adjustment on
Thursday, December 21. The bankruptcy court extended the time
for the County to file its Disclosure Statement, which is the
narrative description of the Plan of Adjustment with related
rojections and financial material, until January 19, 1996. It
s the intent of the County to obtain confirmation of the Plan
of Adjustment by May of 1996.
If the Joint Agreement is approved by overwhelming numbers
of Option A Pool Participants, and the Plan of Adjustment is
confirmed incorporating the material elements of the Joint
Agreement, the County will likely emerge from this bankruptcy
case by the summer of 1996. Thereafter, third party litigation
will be prosecuted by the Representative on behalf of the County
and Pool Participants.
This case continues to be a monumental effort on the part
of the OCIP Committee. The members of the Committee have placed.
the collective interests of the community above their own, and
have established a disciplined and successful course and
direction for Pool Participants as a united constituency. This
Joint Agreement is being presented to you as the next step in
the bankruptcy process and it has been approved unanimously by
the OCIP Committee.
If you have any questions, or would like to have a further
presentation by the financial or legal professionals of the
Committee, please telephone me as soon as possible. If your
municipal entity supports the Joint Agreement, an appropriately
executed signature page must be returned to Price Waterhouse
LLP, attention Bernar Burke, 575 Anton Boulevard, Suite 1100,
Costa Mesa, CA 92626.
Thank you for your continued courtesies and support in this
case.
Very sincerely,
l
Patrick-C. Shea
PCS/wpc
cc: Official Committee of Pool Participants and Counsel
EXECUTIVE SUMMARY
of
JOINT AGREEMENT OF THE COUNTY OF ORANGE,
THE OFFICIAL INVESTMENT POOL PARTICIPANTS' COMMITTEE,
AND EACH OPTION A POOL PARTICIPANT
FOR RESOLUTION OF CLAIMS AGAINST THE COUNTY OF ORANGE
(THE "JOINT AGREEMENT")
THIS EXECUTIVE SLIF24ARY IS BEING PROVIDED TO YOU FOR
YOUR CONVENIENCE ONLY, AND IS NOT INTENDED TO BE, AND
SHOULD NOT BE, RELIED UPON BY YOU IN DETERMINING
WHETHER TO ENTER INTO THE JOINT AGREEMENT. YOU SHOULD
CAREFULLY REVIEW THE JOINT AGREEMENT IN ITS ENTIRETY
WITH YOUR COUNSEL AND OTHER PROFESSIONALS. THIS
EXECUTIVE SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE JOINT AGREEMENT. IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE JOINT AGREEMENT AND THIS
EXECUTIVE SUMMARY, THE TERMS OF THE JOINT AGREEMENT
SHALL CONTROL.
THE JOINT AGREEMENT WILL AFFECT THE RIGHTS OF ALL
OPTION A POOL PARTICIPANTS WHO SIGN THE JOINT AGREEMENT
AS TEOSE RIGHTS CURRENTLY EXIST UNDER THE COMPREHENSIVE
SETTLEMENT AGREEMENT RE ORANGE COUNTY INL'EST?'.ENT POOLS
(THE "CSA"). IN MANY CASES, THAT EFFECT MAY BE
ADVERSE.
INTRdpUCTION
In response to the voters' defeat of the Measure R
Sales Tax proposal, the County of Orange (the "County") has
engaged in the process of developing an alternative recovery plan
which relies, in part, upon the diversion of future tax revenues
from other local governmental entities within the County.
Included anong those from which the County sought xeappropriation
by the California State Legislature was the Orange County
Transportation Authority (the "OCTA"). In order to limit the
County's access to the assets and revenues of special districts
and cities, host of which suffered substantial losses as a result
of the collapse of the Orange County Investment Pools, the Orange
County Investment Pool Participants Committee (the "Pool
Committee") has negotiated the terms of the accompanying Joint
Agreement.
Of particular note to Option A Pool Participants is
Paragraph 12 of the Joint Agreement in which the County agrees,
A 1% d nIer-a- k
ow
except for the recovery legislation that was passed in September
of 1995:
"not to request of the Legislature, nor otherwise
support if requested or approved by any entity other
than the County, the diversion of revenue allocated to
the undersigned Option A Pool Participant for the
purpose of financing the repayment of claims in the
County's debt adjustment case or the payment of claims
under the County's Plan of Adjustment."
This provision is intended to make it politically difficult for
the County to seek, and to provide substantial moral suasion
against the County seeking, further diversions of revenues from
other local governmental entities within the County.However, this
provision does not seek to preclude the County from seeking such
reappropriations in response to natural disasters or other cir-
cumstances beyond the payment of claims against the County in
connection with its bankruptcy proceeding.
The Joint Agreement may, in some cases, improve the
status of the remaining outstanding claims of an option A Pool
Participant which signs the Joint Agreement (a "Participating
Option A Pool Participant"); and, in other cases, it may worsen
it. Each Option A Pool Participant should consider carefully the
impact of the Joint Agreement upon its rights under the CSA and
applicable law and the potential benefits to be derived by such
Pool Participant from the provisions of the Joint Agreement.
CONSENSUS _LEGISLATION
In acccrdance with the Joint Agreement, the California
State Legislature passed on September 15, 1995, and Governor
Wilson subsequently signed into law, several bills which will,
upon becoming effective:
e
1. Reallocate to the County $38 million of
sales tax revenue currently allocated to the OCTA or
the Orange County Transit District for a period of 15
years beginning July 1, 1996;
a. Reallocate to the OCTA $23 million of
the County's yearly apportionment of Motor Vehicle ruel
Taxes for a lb year period beginning July 1, 1997;
3. Reallocate to the County $4 million of
property taxes per year for a period of 20 years (plus
ft
increments in such taxes in (a) and (b) below)
beginning July 1, 1996 from each of:
(a) the County Harbors, Beaches and
Parks Fund;
(b) the County Flood Control Fund; and
(c) the County Development Agency.
The effect of this legislation will be to divert $25 million per
year for 15 years (a total of $225 million) from the OCTA to the
County, along with $12 million per year for 20 years ($240
million in total) from County -controlled agencies to the County
to fund'the issuance of new aunicipal debt. The proceeds of the
new debt issue will be used to pay off the County's pre -
bankruptcy note holders and certain other creditors.
Such legislation is to take effect only if a Plan of
Adjustment for the County consistent with the Joint Agreement is
confirmed in the County's bankruptcy or upon the appointment of
a trustee for the County by the Governor as described in the last
paragraph of this Executive Su=ary. Under the recovery legis-
lation, all revenues received by the County pursuant to such
legislation must be used for the performance of the County's
obligations under its Plan of Adjustment. If any of the diver-
sions from Flood Control, Harbors, Beaches and Parks, or the
Redevelopment Agency are successfully challenged, the County is
required to make up the shortfall from the County general
account.
JERHS OF, THE PLAN OF ADJUSTMENT
The Joint Agreement requires the County to prepare and
file as soon as possible, and by no later than January 1, 1996,
a Plan of Adjustment which contains, in substance," the terms and
conditions specified in the Joint Agreement. Under the Joint
Agreement, participating option A Pool Participants vaive all
rights to object to, and agree to accept, any county Plan of
Adjustment Which contains provisions incorporating the material
terms im the Joint Agreement. Importantly, under the Joint
Agreement, the County's Plan may provide for payment in full of
the allowed claims of all County vendors, employees and short
term note debt. It also permits the County to restore up to $15
million in reserve for County Certificates of Participation Which
have previously been depleted.
Under the CSA, Settlement Secured Claims are "allowed
general unsecured claims against the County." Repayment Claims
are defined under the CSA as "allowed . . . claims" against the
County as well, but the holder of a Repayment Claim
"Shall not be entitled to receive . . . any payment
. . . from the County . . . [other than from the
proceeds of the litigation of Pool -Related Claims (as
defined in the CSA) against third parties) until after
the payment in full of all Senior Claims against the
County and the payment in full of all interest on such
Senior Claims which accrues or matures after the County
Petition Date . . ..It
The "Senior Claims" to which Repayment Claims are subordinated
under the CSA include the vendor and employee claims and the
short term notes which may be paid in full under the County's
Plan pursuant to the Joint Agreement, the $275 million in
Recovery Bonds issued by the County, the proceeds of Which were
paid to option A Pool Participants in June of this year, and
Option A Pool Participants' Settlement Secured Claims. Under the
CSA, the County may also restore a portion of the losses suffered
by County Administered Accounts in advance of making any payment
on Repayment Claims other than from the proceeds of the Pool -
Related Claim litigation.
Under the Joint Agreement, both Settlement Secured
Claims and Repayment Claims xould become non -recourse claims.
This means that they would no longer be debts for which the
County would be responsible. Rather, holders of Settlement
Secured Claims and Repayment Claims could look obi to the
proceeds of third -party litigation of Pool -Related Claims and to
the $50 nillion litigation fund to be set up under the Joint
Agreement to prosecute those claims.
A five member Orange County Recovery Co=ittee ( "OCRA" )
is to be appointed to evaluate the County's Plan of Adjustment
for consistency with the Joint Agreement and the CSA. Its
members will be Mr. Hayes, two individuals appointed by the
County and two individuals appointed by the Pool Committee, one
of whom is to be a city representative. The OCRA would be
disbanded once the County's Plan of Adjustment is confirmed.
,'COOL-RELATXDCLAIM_9 &ITIGATION
The County's Plan must also provide for the appointment
of a Representative under Section 1123 (b) (3) (B) of the Bankruptcy
Code to 'enforce, prosecute and collect upon" all of the countyyIs
and Option A Pool Participants' Pool -Related Claims against the
brokerage houses, banks and professionals which are, at least in
part, responsible for the losses in the Orange County Investment
Pools. The Representative is required to keep the Pool Committee
and its counsel informed concerning the progress of such litiga-
tion, including in the manner specified in Exhibit 6 to the CSA.
However, the Representative would have
"the sole and absolute discretion in all matters
concerning the prosecution, collection, settlement and
compromise of Pool -Related Claims subject only to such
jurisdiction as may be retained by the Bankruptcy Court
pursuant to the Plan of Adjustment."
Under the Joint Agreement, the Representative also has "sole and
absolute discretion" in determining what portions of the net
proceeds from the litigation of such claims are to be distributed
and when, although the legislation recently passed by the
California State Legislature requires that all interest earned
on the Litigation Fund be distributed annually. The
Representative will initially be Mr. Tom Hayes.
DISTRIBUTION 07 LYJIGIMON PROCEEDS
Under the CSA net proceeds from Pool -Related Claims
litigation are to be distributed approximately 62% (rather than
65% had all Pool Participants elected Option A under the CSA) to
the holders of Settlement Secured Claims and approximately 38%
to the County until all Settlement Secured Claims are paid in
full (a total of $525,457,359). Then, approximately 62% of the
net proceeds of such litigation are to be distributed to the
holders of Repayment Claims and approximately 38% to the County
until the Repayment Claims are paid in full (a total of an addi-
tional approximately $798,367,684). Thereafter, the County is
entitled to retain all of the net proceeds of such litigation
until it has received at least $236.7 million.
Under the Joint Agreement, the first $54.7 million in
the net proceeds of such litigation would be paid to satisfy
Repayment Claims held by the Option A Pool Participants listed
on Exhibit 1 to the CSA (the "Schools"). The next $325 million
of the net proceeds of such Pool -Related Claim litigation would
be paid to the holders of Settlement Secured Claims to repay
those claims in full. This means that holders of Settlement
Secured Claims would fare worse under the Joint Agreement until
approximately $144 million in net litigation proceeds have been
collected; then they would fare better until the Settlement
Secured Claims are paid in full.
After all Settlement Secured Claims are paid in full,
the next $202.8 million of net litigation proceeds would be
distributed solely to the County, $22 million of which may be
used by the County solely to settle the claims of the Option B
Pool Participants. Thereafter, the next $713 million in•net
litigation proceeds Would be distributed 61.59% to the holders
of Repayment Claims and approximately 38.41% to the County.
Accordingly, under the Joint Agreement, holders of Repayment
Claims, other than the Schools, would be in a worse position than
they would be under the CSA until such claims are paid in full.
After $1.295.5 billion in net litigation proceeds has been
collected, in order to restore a portion of the funds diverted
from the OCTA under the recovery legislation described above, the
OCTA would receive approximately 431 of the next $525 million in
net litigation proceeds and the County would retain the balance.
Thereafter, net litigation proceeds would be split between
option A Fool Participants and the County 51.59%/38.41%.
Under the Joint Agreement any portion of the $50
million Litigation Fund which is not used in pursuing Pool -
Related Claims would also be available for distribution in
accordance with the scheme described above. No such fund is
established under the CSA.
Lastly, the Joint Agreement requires the County to
apply the first net litigation proceeds it receives under the
scheme described above to repay the claims of Option A Pool
Participants against certain enumerated County Administered
Accounts which the Pool Committee and the County have identified
as containing the funds of some Option A Pool Participants. No
such provision exists under the CSA.
TREATMENT OF CLAIMS AGAINST cOUNTy ADMINISTERED ACCOUNTS
Promptly after execution and Bankruptcy court approval
of the Joint Agreement, the County is required to distribute to
those Option A Pool Participants that sign the Joint Agreement,
&o the extent they are lawfully entitled to sued amounts under
applicable- ng=bankruptcy Ipw aDQ tout the extent of any portion
of —a c ain therefor is not being disnutgd by .the__County, all
amounts which remain, after allocation of the orange County
Investment Pool losses, and including both pro- and post -
petition interest earned on the cash balances therein, in 54
specified County Administered Accounts and such other accounts
as the Pool Committee and the County may jointly agree. In
return, Participating Option A Pool Participants agree not to
object to any other distributions from such accounts to those who
are legally entitled to those distributions. tinder Paragraph
8 (1) of the Joint Agreement, the County's Plan of Adjustment must
provide that
Fall claims based upon . . . deficiencies in County
Administered Accounts resulting from . . . losses in
the Orange County Investment Pools . . . held by the
County will receive the same treatment" as such claims
held by Option A Pool Participants.
However, under the Joint Agreement, the Plan may provide for the
payment of such claims to Opticn A Pool Participants over a
period of 20 years without interest. The Joint Agreement calls
for all Participating option A Pool Participants to also waive
any post -petition, post -confirmation and post -effective date
interest on their claims for recovery of the deficits in the
County Administered Accounts.
The County also waives its rights to interest on the
deficits in all County Administered Accounts and agrees that the
$13.4 million County Administered Account deficit claims of the
Schools with respect to 29 unapportioned tax accounts maintained
by the County shall be paid before the county's own claims.
Participating Non -School Option A Pool Participants would agree
to a similar time of payment priority for the schools.
MISCELLANEOUS CONTRACTUAL PROVISIONS
Participating option A Pool Participants and the Pool
Cormittee agree to suspend and, upon Bankruptcy Court approval
of the County's Plan of Adjustment, to dismiss with prejudice all
appeals they have pending relating to the Bankruptcy Court's
Order of June 27, 2995 approving the County's compromise with its
short terra note holders regarding the validity of their note debt
and approving the roll-over of that debt to June 30, 1996. It
is a condition to the effectiveness of the Joint Agreement, which
the County has the sole ability to waive, that the Orange County
Cities Subcommittee separately agree to do so as well.
The Joint Agreement also confirms the discontinuation
of the County's Arterial Highway Financing Program (the "AHFP").
Under that program the County provided funding of over $3 million
per year, administered by the OCTA, for distribution to orange
County cities for the repair and improvement of roads and high-
ways throughout the County. The parties to the Joint Agreement
specifically agree that the AHFP will not be funded in the future
by either the County or the OCTA.
There are also provisions in the Joint Agreement for
the accounts of the Schools Subcommittee and the Orange County
Cities Subcommittee in the Professional Fee Reserve established
under the CSA to be replenished with a portion the Withheld
Proceeds M million and $1.2 million, respectively) which would
otherwise be distributed under the CSA to Schools and Option A
Orange County Cities.
The Joint Agreement would become effective only if:
as signed by all option A Pool Participants
(a condition which the County can waive); and
b. the Joint Agreement is approved by the
Bankruptcy Court.
T—R&ATHENT OF POOL FARTICIPA3KTS WHO DO NOT_SIGN JOINT AGREEXENT
Paragraph 20 of the Joint Agreement provides that there
are to be no third party beneficiaries of the Joint Agreement and
that the Joint Agreement is not intended to waive any claims
against or adversely affect the rights of any person or entity
which is not a party to the agreement. Other than that, the
Joint Agreement is silent as to the effect of the agreement upon
Option A Pool Participants which choose n2t to sign it or upon
Option B Pool Participants (which are not being asked to sign the
agreement). This means that option A Pool Participants holding
Settlement Secured Claims would not benefit from the County's
agreement to permit net proceeds from Pool -Related Claims
litigation to be applied first to such claims, nor would'such
Pool Participants' Settlement Secured or Repayment Claims be
voluntarily made non -recourse or subordinated other than as
provided now in the CSA.
However, the bills passed by the State Legislature
include a mechanism for the appointment of a trustee by the
Governor if the County fails to file a Plan of Adjustment con-
sistent with the Joint Agreement by January 1, 1996 or if the
Governor determines that as of May 1, 2996 or at any time there-
after the County, the Committee of Unsecured Creditors and the
Pool Committee "have failed to reach substantial agreement on the
terms of a plan of adjustment and the timely confirmation of the
plan appears unlikely." The trustee would have not only all of
the powers of the Board of Supervisors, but also, "solely to the
extent necessary to prevent denial of confirmation of the plan
of adjustment . . ." the following powers, among others, of Non -
County Pool Participants which gregovernmentA1_m1tJ&Jest
't
as to vote to accept or reject the Plan of
Adjustment; and
b. to subordinate or otherwise restructure
Pool Participants' claims against the County which are
based upon investment losses in the Pools.
In other words, if a trustee is appointed for the County, that
trustee could, but would not be required to, agree to the treat-
ment of a Pool Participant's claims against the County in the
manner specified in the Joint Agreement or in a manner which is
better or worse than that specified in the Joint Agreement. The
only constraint upon the trustee in exercising such powers on
behalf of Pool Participants is that he "not act in a manner
inconsistent with the fair treatment of any [such Pool
Participants]."
r
or jjl
REWEST FOR CITY COUNeIL ACTION
COUNCIL MEETING DATE:
g,, j 5 5 TITLE:
ti
:l7ljlj:u k 0'` G
EA
ORANGE COUNTY
AGREEMENT'S
i • 0;0 • ; •
FEBRUARY 13, 1996
INVESTMENT POOL PARTICIPANTS' *'JOIN,'_
.
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I. Approve Joint Agreement in the Orange County bankruptcy Case.
l;XEOTIVE - SUMMARY
The Joint Agreement is a document that all 229 investors in the
Orange County Investment Pool (OCIP) are being asked to approve.
This document, while not perfect, moves all investors into the next
phase of Orange County's bankruptcy proceedings. Included in this
packet are the Joint Agreement, an Executive Summary of the Joint
Agreement, and a Question and Answer Sheet.
The Joint Agreement has been a long time in the making. After five
months of debate and considerable negotiations between County
representatives, the League of California Cities, the City
Managers' Technical Committee, and the Orange County Investment
Pool Committee, I am satisfied that the concerns of those of us
who are Option A Investors are satisfactorily addressed.
The Joint Agreement provides the Orange County cities what we are
asking for. The Agreement before you does the following:
1. Removes from further consideration the $18 million cash
contribution from OCIP investors to the County.
2. Provides that there will be no future revenue diversion by the
County.
3. Provides for cities, as well as the other investors, to
receive disbursement of County Administered Account (CAA)
ponies within 30 days of bankruptcy court execution of the
Joint Agreement.
4. Provides language that allows cities to continue to negotiate
with the County any reconciliation of differences between
County numbers and cities' claims, as they pertain to the
County Administered Accounts_
�1kc111'j11-111 //,,. '7
City Council
February 13, 1996
Page 2
5. Provides for a five -member orange county Recovery Committee.
The Committee will have two OCIP appointments, one of the two
being a city representative. Mayor Richard Dixon, Lake
Forest, has been selected by the League of California cities
to be that person.
6. A five --member orange County Recovery Committee shall be
formed. Mr. Thomas W. Hayes shall be the person with complete
discretion over settlement, prosecution and enforcement of
OCIP-related claims, including the timing of payment of any
distribution of the proceeds of any Pool -Related Claims
litigation or settlement.
7. Mr. Hayes shall distribute the Proceeds pursuant to a formula,
as follows:
- The first $54.7 million is to be distributed to Schools;
- The next $325.2 million distributed to the option A
Participants;
- The next $202.8 million is to be distributed to the
County with the Option A Pool Participants entitled to
have their Deficiency Claims on certain designated
Accounts paid out of this money;
- The next $712.8 million is to be distributed 62% to
Option A Pool Participants in payment of their Repayment
Claims and 38% to the County;
- Any additional proceeds in excess of $1.29 billion are
to be distributed in accordance with the formula set
forth in the Joint Agreement.
a. '"The Arterial Highway Financing Program (AHFP) is terminated
upon completion of existing projects programmed by the orange
County Transportation Authority (OCTA).
9. Cities, and all other investors, are taking the chance of
having our remaining monies come from third -party litigation
proceeds. Cities, schools, and special districts are giving
up the right to sue the County; however, we all retain the
right to litigate against other parties. Cities are entitled
to be paid their CAA deficiency claims out of the litigation
proceeds. Under the Comprehensive Settlement Agreement (CSA)
claims were previously called "recourse against the County."
The Question and Answer Sheet presents the most requested questions
being asked about the Joint Agreement. I refer your attention to
this document as I will not replicate the answers in this report.
City Council
February 13, 1996
Page 3
Is the Joint Agreement the best we can do? I believe so. I don't
believe further delays or prolonging the adoption of the Joint
Agreement will accomplish anything additional. It is now time to
bring about resolution to the bankruptcy. Frankly, the sooner the
County of Orange recovers from the bankruptcy, the sooner all of
us investors improve our chances of full recovery.
Therefore, having had the benefit of reviewing the Joint Agreement,
the County's Plan of Adjustment, and the Disclosure Statement, our
professional advisors, together with the OCIP Committee, recommend
adoption of the Joint Agreement.
It is my intent to have bankruptcy counsel, together with
representatives from Price Waterhouse and Saybrook Capital, our
financial advisors, in attendance on February 13 to assist ms in
responding to questions.
The OCIP Committee has been extremely effective in moving the
bankruptcy proceeding forward. We have kept our eye on the ball
during the past 14 months of this bankruptcy. The OCIP Committee
believes we all need to advance our mutual interests by approving
the Joint Agreement. The fact is we have been successful in
obtaining wore funds (81% for non -schools and 91% for schools) than
anyone had predicted we would. In order to keep the bankruptcy
process moving forward, it is necessary to have the Joint Agreement
approved for submittal to the U.S. Bankruptcy Court for hearing on
March 1, 1996.
Enclosure: Joint Agreement
Executive Summary of the Joint Agreement
Question and Answer Sheet
EXECUTION COPY
December 16, 1995
JOINT AGREEMENT (the "Agreement") OF THE COUNTY OF ORANGE,
TEE OFFICIAL XWESTY.ENT POOL PARTICIPANTS' CO?0:ITTEE
AND EACH OPTION A POOL PARTICIPANT FOR RESOLUTION OF
CLAIMS AGAINST THE COUNTY OF ORANGE
1. Definitipns. Capitalized terms not defined herein shall
have the meanings ascribed to such ter..:s in the
Co:ngrehensive Settlement Agreement re: Orance County
Investment Pools (the "Comprehensive Settlement Agreement"),
in the form approved by the United States Bankruptcy Court
for the Central District of California ("Bankruptcy Court")
in an order entered on May 2, 1595.
2. Reallocation of Bradlev-Burns Sales Tax. The California
legislature (the "Legislature") has passed and the Governor
of the State cf California (the "Governor") has signed
legislation providing for the reallocation to and/or reten-
tion by the County of Orange (the "County") of a portion of
the Bradley -Burns Sales Tax currently allocated to the
Orange Cc::nty Transportation Authority ("OCTA") or to the
Orange County Transit District ("OCTD") in the sum of
$38 rillicn per year for a terra of fifteen (15) years
commencing on July 1, 2996. A copy of that legislation is
attached 4o this Agreement as Exhibit "A."
3. Transfer of Motor Vehicle Fuel Jaxes. The Legislature has
passed and the Governor has signed legislation.�hat
allocates to OCTA $23 nillion of the County's yearly
apportionment of Motor Vehicle Fuel Taxes for a period of
sixteen (26) years commencing on July 1, 1997. A copy of
that legislation is attached to this Agreement as
Exhibit "F." The County agrees to pay, subject to all
bankruptcy defenses, limitations and objections, all
eligible costs, as determined by the County, for Arterial
Highway Financing Program projects originally programmed by
OCTA or. the County prior to and including June 30, 1995, and
OCTA shall not be obligated to pay any of such eligible
costs. The Arterial Highway Financing Program shall
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terminate upon the completion of the projects originally
prograrr..ed by OCTA or the County prior to and including
June 30, 1995• and neither the County nor OCTA shall fund
any projects programmed after June 30, 1995.
4. Reallocation of Pro erty axes Harbors Beaches & arks .
The Legislature has passed and the Governor has signed
legislation providing for the reallocation to the County of
property taxes currently allocated and paid to the Orange
County fund co=only known as Harbors, Beaches and Parks in
an amount equal to $4 nillion per year (plus any related
allocation to such fund of future years' tax increments) for
a period of twenty (20) years cormencing on July 1, 1996. A
copy of that legislation is attached to this Agreement as
Exhibit "A."
5. Reallocation of Prooerty Taxes(Flood Cont oD . The
Legislature has passed and the Governor has signed legis-
2ation providing for the reallocation to the County of
property taxes currently allocated and paid to the Orange
County Flood Control District in an amount equal to
$4 rillion per year (plus any related allocation to that
district of future years tax in=rements) for a period of
twenty (20) years connencing on July 1, 1996. A copy of
that legislation is attached to this Agreement as
Exhibit "A."
5. Reallocaticn of Prcnerty Taxes (Dev_elonnent _F._utmcritu). The
Legislature has passed and the Governor has signed legisla-
tion providing for the transfer from the Orange County
Development Agency ("OCD"') to the County's general fund of
an amount equal to $4 million per year for a period of
twenty (20) years co,nencing on July 1, 1996. A copy of
that legislation is attached to this Agreement is
Exhibit "A."
7. Segregation of Redirected Pevenues. All of the revenues to
be directed to or received by the County pursuant to legis-
lation enacted in accordance with paragraphs 2 through 6
hereof shall be accounted for and reserved for'the perfor-
mance of the County's obligations pursuant to a confirmed
plan of adjustment, including payment of debt service on
post -petition indebtedness or Certificates of Participation
approved by the Bankruptcy Court. Funds ray be released
from the restrictions described in the preceding sentence to
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the extent that funds from the County's general fund are
applied to obligations of the County under such plan.
8. Plan of Adjustment. The County shall, as promptly as
practicable, and in any event no later than January 1, 1996;
prepare and file with the Bankruptcy Court a plan of adjust-
ment (the "Plan of Adjustment") and by no later than
January 19, 1996, prepare and file with the Bankruptcy Court
a Disclosure Staterent with respect to such Plan of
Adjustment. The Plan of Adjustment shall contain, in
substance, the following terns and conditions:
a) The Plan of Adjustment nay provide for the payment of
the allowed amount of all County vendor allowed claims
as of the Petition Date.
b) The Plan of Adjustment may provide for the payment of
the allowed amount of all allowed claims asserted by
County erployees.
c) The Plan of Adjustment nay provide for payment, in
full, of all allowed claims under the County's
short-term note debt which constitute "Senior Clains"
as that tern is defined in the Comprehensive Settlenent
Agree-ent.
d) The Plan of Adjustment nay provide for the replenish-
nent of those reserve accounts required to be
raintained in accordance with the documentation
governing Certificates of Participation issued on
behalf of the County to the extent required by such
documentation through the payment of past due lease
obligaticns for such Certificates of Participation to
cure any default resulting from nonpaynert'of such
lease obligations, in an amount not to exceed
$15 million.
e) The Plan of Adjustment shall provide for the
appointment of a Representative pursuant to Bankruptcy
Code section 1123(b)(3)(B), defined below, to enforce,
prosecute and collect upon all Pool -Related Claims, as
such tern is defined in the Comprehensive Settlement
Agree -gent, and such Representative's authority shall
include determining whether, and on what terns, to
settle any or all of such Claims.
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f) The Plan of Adjustment shall provide for the establish-
ment of a fund in the amount of $50 million (the
"Litigation Fund") to enable the Representative to
prosecute, enforce and collect upon Pool -Related
claims, including without limitation to pay for the
Services of lawyers, accountants, expert witnesses,
consultants, and to the extent the Professional Fee
Reserve established pursuant to the Comprehensive
Settlement Agreement is insufficient, counsel for the
official Investment Pool Participants' Ccmmittee (the
"OCIP Con ittee") and/or his designee and to pay other
costs and fees related to the prosecution., enforcement
and collection of Pool -Related Claims.
g) The Plan of Adjustment shall provide that all
Settlement Secured Clairs allowed pursuant to the
Comprehensive Settlement Agreement shall be subor-
dinated to Senior Claims for purposes of determining
distributional entitlements under the Plan of
Adjustment and, upon the Effective Date of such Plan,
have recourse only to net proceeds of Pool -Related
Claims and the Litigation Fund in accordance With the
terns and conditions described in Paragraph 9. The
security interest which collateralizes the Settlement
Secured Clains pursuant to the Comprehensive Settlement
Agreement shall be modified and released only to the
extent necessary to permit all Pool -Related Claims to
becone fully subject to the control of the
Representative and to perr..it the distributions of net
proceeds of Pool -Related Claims and of the Litigation
Fund in accordance with Paragraph 9, below.
h) The Plan of Adjustment shall provide that all Repayment
Clair..s allowed pursuant to the Comprehensive Settlement
Agreement shall, upon the Effective Date of such Plan,
hive recourse only to net proceeds of Fool -Related
Claims and the Litigation Fund in accordance with the
terns and conditions described in Paragraph 9. The
security interest which collateralizes the Repayment
clains pursuant to the Comprehensive Settlenent
Agreement shall be modified and released only to the
extent necessary to permit all Pool -Related Claims to
becone fully subject to the control of the
Representative and to permit the distributions of net
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proceeds of Pool -Related Clair..s and of the Litigation
Fund in accordance with Paragraph 9, below.
i) Except as otherwise provided in this Acreenent, the
Plan of Adjustment shall provide that all claims based"
upon or arising out of deficiencies in County -
Administered Accounts resulting from investment losses
in the Orange County Investment Pools ("County-
Adninistered Account Clair..s") held by the County will
receive the same treatment as County -Administered
Account Claims held by the undersigned holders of
Settlenert Secured Clains and/or Repaynent Clair..s
(collectively, the "Option A Pool Participants").
j) The Plan of Adjustment nay provide for paynent, without
interest in accordance with Paragraph 10(e) below, of
County-Adninistered Account Clains held by Option A
Pool Participants over a period of up to twenty years
beginning on the Effective Date of such Plan, and it is
the intent of the County to pay such County -
Administered Account Clair..s held by Option A Pool
Participants, as shown on the cash flow projections
attached hereto as Exhibit B.
5. The Renresentat_ive. Natters relating to the Pool -Related
Clains and the Representative:
a) The Pool -Related Clains of the County and of the
option A Pool Participants shall be enforced, prose-
cuted and collected upon by the Representative. The
net proceeds, if any, of such enforcement, prosecution
and collection efforts shall be distributed at such
tines and in such anounts as ray be determined by the
Representative in his sole and absolute di-scretion.
Distributions shall be applied as among the holders of
Pool -Related Claims as follows:
i) The first $54,707,336.26 shall be distributed, to
the holders of Repayr-ent Claims who are School
Pool Participants, pro rata, in accordance with
the allowed anounts of such claims and shall be
applied to reduce the allowed anounts of such
clains.
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ii) After the distribution of $54,707,336.26 in
accordance with paragraph (i), the next
$325,188,616.45 shall be distributed, to the
holders of Settlement Secured Claims, pro rate, in
accordance with the allowed amounts of such Claims
and shall be applied to reduce the allowed amounts
of such Claims.
iii) After the distribution of $379,895,952.71 in
accordance with paragraphs (i) and (ii), the next
$202,800,694.23 shall be distributed to the County
of Orange.
iv) After the distribution of $582,696,646.94 in
accordance with paragraphs (i), (ii) and (iii),
the next $722,833,499.25 until aggregate
distributions equal $1,295,530,146.10, shall be
distributed as follows:
a) The Secured Clain Percentage, for purposes of
this Agreement defined to be 61.59%, of such
amounts shall be distributed to Option A Pool
Participants and shall be applied to the
allowed amount of the remaining Repayment
Claims, pro rata, in accordance with the
allowed amounts of such Claims.
b) 200% minus the Secured Clain Percentage of
such amounts shall be distributed to the
County of Orange.
v) After the distribution of $1,295,530,146.19 in
accordance with paragraphs (i), (ii),,,(iii) and
(iv), the next $400,000,000 until aggYegate
distributions equal $1,695,530,146.19 shall be
distributed as follows:
a) 25% of such amounts shall be distributed to
OCTA.
b) 75% of such amounts shall be distributed to
the County of Orange.
vi) After the distribution of $1,695,530,146.19 in
. accordance with paragraphs (i), (ii), (iii), (iv)
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and (v), the next $125,000,000, until aggregate
distributions equal $1,820,530,146.19 shall be
distributed to OCTA.
vii) Amounts in excess of $1,820,530,246.19 shall be
distributed as follows:
a) The Secured Claim Percentage of such amounts
shall be distributed to Option A Pool
Participants and shall be applied based upon
each Option A Pool Participants' Investment
Balance on Dece=ber 6, 1994, as shown on
Exhibits 1 and 2, as revised, to the
Comprehensive Settlement Agreement.
b) 100% minus the Secured Claim Percentage of
such ar.ounts shall be distributed to the
County of orange.
b) Subject to the waive.- of certain interest set forth in
Paragraph 10(e), the County shall apply the first net
litigation proceeds received by the County pursuant to
this paragraph to the repayment of allowed County-
Adrinistered account Clair..s held by Option A Pool
Participants arising out of County -Administered
Accounts numbered 306, 10S, 209, 123, 115, 118, 119,
136, 139, 144, 145, 148, 15G, 158, 180, 207, 264, 265,
280, 296, 299, 300, 316, 327, 367, 380, 366, 405, 459,
460, 466, 506, 646, 664 - 666, 668 - 670, 672 - 680,
684 - 687, 628, 838 and such other County -Administered
Accounts as are subsequently identified by agreement cf
the OCIP Ccnnittee and the County, to the extent that
such option A Pool Participant County -Administered
Account Claims are not previously paid. The County
hereby warrants and represents that there were no
interfund borrowings from any County-Adninistered
Account identified above ir. this Paragraph 9(b) which
were not: restored prior to determining the correct
December 6, 1994 cash balance in such account.
c) The Representative shall be Thomas W. Hayes. In the
event Mr. Hayes is unable or unwilling to continue to
serve as the Representative, an individual or entity
selected by the County and approved by the OCIP
Ccr..nittee shall be the Representative. The
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Representative ray contract With Metropolitan west
Securities, Inc., Or another person or entity, on such
terrs and conditions as the Representative shall deen
appropriate, for the provision of analytical support
and asset management services to the Representative.
The Representative shall receive reasonable compensa-
tion for his services from the Litigation Fund and/or
the proceeds of the prosecution, enforcement and
collection of pool -Related Claims. The agreement
containing the terms of the Representative's
compensation shall be filed under seal with the
Bankruptcy Court.
d) Both the Representative and Metropolitan West
Securities, Inc. shall be indemnified by the Litigation
Fund and the litigation proceeds fro.- and against any
and all clains which may be asserted against then by
reason of any action taken by either of then as
Representative or the Representative's agent, respec-
tively. The indemnification described in the preceding
sentence shall include payment of attorneys' fees and
any other costs incurred in defense of any claims
asserted against the Representative or the
Representative's agent.
e) The Representative shall keep counsel for the oCIP
Co:=ittee inforred concerning the progress of the
Representative's efforts to prosecute, collect and/or
settle Pool -Related Claims. In particular, Exhibit 5
to the Comprehensive Settle:ent Agreement shall be
anended to substitute "counsel for the OCIP Committee"
for the Words "Designated Counsel" wherever such words
appear in such Exhibit. Notwithstanding the foregoing,
the Representative shall retain the sole arcd absolute
discretion in all ratters concerning the prosecution,
collection, settlement and compromise of Pool -Related
Clair.:s subject only to su :h jurisdiction as nay be
retained by the Bankruptcy Court pursuant to the Plan
of Adjustment.
f) The definition of Excluded Claim in Section I.q. of the
Cor:.prehensive Settlement Agreement is hereby modified:
(1) by adding at the end of subsection (5) thereof the
words "or does not form the basis for a distribution to
such option A Pool Participant under the December 18,
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1995 Joint Agreement of the County of Orange, the
Official Investment Pool Participants' Cor..mittee and
Each Option A Pool Participant for Resolution of Clairs
Against the County of Orange or under any order of the
Bankruptcy Court in the County Chapter 9 Case" and (2)
by adding at the end of subsection 5 thereof the words
"but only to the extent that such collected fees do not
fora the basis for a distribution to such Option A Pool
Participant under the Deceriber 18, 1995 Joint Agreement
of the County of Orange, the Official Investment Pool
Participants' Connittee and Each Opticn A Pool
Participant for Resolution. of Claims Against the County
of orange or under any order of the Bankruptcy Court in
the County Chapter 9 Case".
20. Celtain_Aareements of the Option A_P000l Participants. Each
Option A Pool Participant:
a) In its capacity as a holder of Settlement Secured
Clairs, Repaynent Clains, and/or County -Administered
Acccunt Claims, agrees not to reject any Plan of
Adjus-Mena containing provisions incorporating the
raterial terns described in this Agreement;
b) In its capacity as a holder of Settlement Secured
Clains, Repaynent Clairs, and/or County -Administered
Account Clains, agrees that it intends to accept any
Plan of Adjustment containing provisions incorporating
the naterial terns described in this Agreement;
c) In its capacity as a holder of Settlement Secured
Clains, Repaynent Claims, and/or County-Adr.inistered
Account Claims, agrees not to oppose confirmation by
the Bankruptcy Court of any Plan of Adjustment con-
taining provisions incorporating the Material terns
described in this Agreement whether or not such Option
A Pool Participant accepts such Plan of Adjustment.
Notwithstanding the foregoing, if Bankruptcy Code
section 543 is deened not to be satisfied, such
provision is waived by each Option A Pool Participant
in its capacity as a holder of Settlement Secured
Clairs, Pepaynent Clains, and/or County -Administered
Account Claims, to the fullest extent permitted by law:
-9-
:2:l95
d) In its capacity as a holder of Settlement Secured
Claims, Repayment Claims, and/or County -Administered
Account Claims, agrees that the treatment of Settlement
Secured Claims, Repayment Claims, and County -
Administered Account Claims described in this Agreement
complies in all respects with all applicable require-
ments of Bankruptcy Code section 943 whether or not any
class comprised of holders of Settlement Secured
Claims, any class comprised of holders of Repayment
Claims, or any class comprised of holders of County -
Administered Account Claims accepts the Plan of
Adjustment in accordance with Bankruptcy Code
section 1126. Notwithstanding the foregoing, if
Bankruptcy Code section 943 is deemed not to be
satisfied, such provision is waived by each Option A
Pool Participant in its capacity as a holder of
Settlement Secured Clair..s, Repayment Claims, and/or
County-Adninistered Account Claims, to the fullest
extent permitted by law;
e) Waives any right to post -petition, post -confirmation or
post -effective date interest on any County -Administered
Account Clain. Notwithstanding any provision hereof,
each Option A Pool Participant does not waive nor
intend to waive any claim for any interest that it may
have against any third party;
f) If not a School Pool Participant, agrees that the
County -Administered account Claims of School Pool
Participants based upon losses in County-Adninistered
Accounts numbered 664 - 666, 668 - 670, 672 - 680, and
6E4 - 687 shall be paid by the County prior to the
payment of the County -Administered Account Claims of
such Non -School Pool Participants (to the extent there
are additional funds then available to the'County for
the payment of the County -Administered Account Claims,
such amounts shall be distributed ratably in respect of
all County -Administered Account Claims; provided,
however, that the County shall not be required to make
distributions in respect of County-Adninistered Account
Claims more frequently than annually).
g) Agrees to suspend, pursuant to a stipulation acceptable
to the County, all appeals relating to the Bankruptcy
Court's June 27, 1995, Order Approving Comprortiise Of
-10-
Controversy Respecting Validity Of Note Debt or its
June 27, 1995, Order Approving Second Anended Note
Modification And Extension. Agreement, or any order or
findings related thereto,
h) Agrees to dismiss with prejudice, upon entry of an
order approving a Plan of Adjustment containing provi-
sions incorporating the material terms described in
this Agreement, all appeals relating to the Bankruptcy
Court's June 27, 1995, order Approving Second Amended
Note Xodification And Extension Agreement, or any order
or findings relate thereto; and
i) If it is a School Pool Participant (i.e., one listed on
Exhibit 1 to the Comprehensive Settlement Agreement),
agrees that its share of the first $2 r..illicn in
Withheld Proceeds turned over to the County which would
be distributed to the option A School Pool Participants
shall instead be deposited into the Professional Fees
Reserve to be administered in the same nanner as the
previous deposits into that reserve on behalf of such
Option A School Pool Participants. Ouch deposits
shall ?zade on behalf of such School Pool Participants
on a pro rats basis in accordance with the amount of
the original deposit made to that reserve by each such
School Pool Participant.)
j) If it is a Non -School Pocl Participant listed under the
heading "OC Municipalities" on Exhibit 2 to the
Comzrehensive Settlement Agreement (i.e., an "OC
City"), agrees that its share of the first $1.2 million
in Withheld Proceeds turned over to the County which
would be distributed to the Option A OC Cities shall
instead be deposited into the Professionals' Fees Reserve
to be administered in the same manner as the previous
deposits into that reserve on behalf of such Option A
OC Cities. (Such deposits shall made on behalf of such
OC Cities on a pro rat& basis in accordance with the
amount of the original deposit made to that reserve by
each such OC City.)
11. Certain Aareerents of the Pool Coin ttee. The Pool
Committee:
-11-
22:ci:
a) In its capacity as a representative of holders of
Settlement Secured Claims, Repayment Claims, and/or
County -Administered Account claims, agrees that it
shall support the acceptance by all Option A Pool
Participants of any Plan cf Adjustment containing
provisions incorporating the material terms described
in this Agreement;
b) Agrees that it shall urge acceptance by all holders of
Settlement Secured Claims, Repaynent Claims, and/or
County -Administered account Claims, of any Plan of
Adjustment containing provisions incorporating the
material terns contained in this Agreenent;
c) In its capacity as a representative of holders of
Settlement Secured Claims, Repayment Clairs, and/or.
Ccunty-administered Account Claims who execute this
Agreement or who accept the Plan of Adjustment, agrees
not to oppose confirr..ation by the Bankruptcy Court of
any Plan of Adjustr.:ent which contains provisions
incorporating the raterial terms described in this
Agreement whether or not such Plan of Adjustment is
accepted by any or all Option A Pool Participants;
d) In its capacity as a representative of holders of
Settlement Secured Claims, Repayment Claims, and/or
County -Administered Account Claims, agrees that any
Plan of Adjustment containing provisions incorporating
the naterial terns described in this Agreement conplies
in all respects with all applicable requirements of
Bankruptcy Code section 943 whether or not any class
cenprised of holders of Settlement Secured Clair..s, any
class comprised of holders of Repayment Claims, or any
class cozprised of holders of County-AdMinalstered
Account Claims accepts the Plan of Adjustment in
accordance with Bankruptcy Code section 1125;
e) Agrees to suspend, pursuant to stipulation acceptable
by the County, all appeals relating to the Bankruptcy
Court's June 27, 2995, Order Approving Compromise of
Controversy Respecting Validity Of Note Debt or its
June 27, 1995, Order Approving Second Amended Note
Modification And Extension Agreement, or any order or
findings related thereto; and
-12-
32:695
f) Agrees to dismiss with prejudice, upon entry of an
order approving a Plan of Adjustment containing
provisions incorporating the raterial terns described
in this Agreement, all appeals relating to the
Bankruptcy Court's June 27, 1995, Order Approving
Compromise Of Controversy Respecting validity Of Note
Debt or its 3une 27, 1995, Order Approving Second
Anended Note Modification And Extension Agreement, or
any order or findings related thereto.
12. OtherRevenue Diversions. Except as specifically set forth
herein, the County agrees not to request of the Legislature,
nor otherwise support if requested or approved by any entity
other than the County, the diversion of revenue allocated to
the undersigned Option A Pool Participant for the purpose of
financing the repayment of c?air..s in the County's debt
adjustment case or the paynent of clairs under the County's
Plan of Adjustment.
13. f ect'veness cf i Acreement. This Agreement shall not
become effective unless:
a) This Agreement has been executed by authorized
representatives of:
i) The County of Orange;
4i) The Official Investment Pool Participants'
Committee of the Orange County Investment Pools
Bankruptcy Case;
iii) The Orange County Transportation Authority; and
y
iv) Each Option A Pool Participant.
The County ray waive the requirement contained in
section 13(a)(iv) of this Agreement by written notice
sent to counsel to the OCiP Cornittee.
b) The Bankruptcy Court approves this Agreement. For the
purposes of implementing the provisions of this para-
graph 13, all of the parties to this agreement consent
to any request that the Bankruptcy Court shorten time
or otherwise accelerate a hearing on any motion to
approve this Agreement, provided that each party to
-13-
,.;Fi:
this agreement is given at least three (3) days notice
of the date and time of any hearing on any notion to
avvrcve this Acreenent.
If a County Plan of Adjustment containing provisions
incorporating the material terms described in this Agreement
is not confirmed by May 31, 1996, or fails to become
effective ry July 1, 1996, the OCIP Corurittee ray terminate
this Agreement by giving 90 days written notice of such
termination to the County; provided, however, that while
upon the expiration of such 90 day notice period this
agreement shall become of no further force or effect, such
termination shall not affect or render subject to any
avoidance or recision any action taken by any party hereto
pursuant to the terns of this Agreement prior to the
expiration o: such 90 day notice period.
14. Cooperation and Best_�f f c. is � - Lek Ana_ Bankruptcy Court
01derg. Each party to this Agreement agrees to cooperate
with the County in seeking, and not to hinder or interfere
with any preceedings to obtain, the order or orders
described in Section 13(b) of this Agreer..ent.
15. pistributicn_of Anounts in County -Administered Accounts.
Within 30 days following the entry of a Bankruptcy Court
order approving this Agreement, the County shall distribute
to each Option A Pool Participant that executes this
Acree:;.ent, to the extent it is lawfully entitled to such
a.:.ounts under applicable non -bankruptcy law and to the
extent of any portion of a clain therefor is not being dis-
puted by the County, cash accounted for as available for
distribution (i.e. cash balances net of pro-rata allocations
of investment losses and Withheld Proceeds based on December
6, 2994 revised balances plus any interest earned on that
available cash balance between December 6, 1994 and the date
of such distribution) on account of funds placed with the
County on behalf of such Option A Pool Participant and
accounted for in County -Administered Accounts numbered 106,
108, 209, 113, 115, 118, 119, 136, 139, 144, 145, 148, 15G,
158, 180, 2071 264, 265, 280, 296, 299, 300, 318, 327, 367,
380, 386, 4C5, 459, 460, 466, 506, 648, 664 - 666, 668 -
670, 672 - 680, 684 - 687, 828, 838 and such other County --
Administered Accounts as are subsequently identified by
agreement of the OCIP Committee and the County. (The
December 6, 1994 revised balance in a County Administered
-14_
:2:es°
Account shall include any prepetition interest.) Each
Option A Pool Participant agrees not to object to any future
distribution proposed by the County to any other entity, to
the extent such entity is lawfully entitled to such amounts
under applicable non -bankruptcy law, of cash accounted for
as available for distribution (i.e. cash balances net of
pro -rats allocations of investment losses and Withheld
Proceeds based on Decersber 6, 1994, revised balances) on
account of funds placed with the County on behalf of such
entity and accounted for in County -Administered Accounts
nurbered 106, 108, 109, 113, 115, 118, 119, 136, 139, 144,
145, 148, 15G, 158, 180, 207, 264, 265, 280, 296, 299, 300,
318, 327, 367, 380, 386, 405, 459, 460, 466, 506, 648,
664 - 666, 668 - 670, 672 - 680, 684 - 687, 828, 838 and
such other County-Adninistered Accounts as are subsequently
identified by agreement of the OCIP Cormittee and the
County. The County and each Option A Pool Participant shall
use their respective best efforts to resolve differences
concernin_ the allowable anount of claims asserted by such
Option A Pool Participant.
16. Certain Acreenents of the Orange County Cities Subcornittge.
The effectiveness of this Agreenent is further conditioned
upon the Official 5ubcoranittee of Orange County Cities of
the Official Investnent Pool Participants' Cormittee
entering into a separate agreemment with the County:
a) to suspend, pursuant to stipulation acceptable by the
County, all appeals relating to the Bankruptcy Court's
June 27, 2995, Order Approving Conprorise Of
Controversy Respecting validity Of Note Debt or its
June 21, 1995, Order Approving Second Amended Note
Modification And Extension Agreement, or any order or
findings related thereto; and S.
b) to dismiss with prejudice, upon entry of an order
approving a Plan of Adjustment containing provisions
incorporating the material terms described in this
Agreement, all appeals relating to the Bankruptcy
Court's June 27, 1995, order Approving Conpromise Of
Controversy Respecting Validity Of Note Debt or its
June 27, 2995, Order Approving Second Amended Note
Modification And Extension Agreement, or any order or
findings related thereto.
This condition is intended to benefit the County only and
nay be waived by the County at any time.
-15-
r
17. Jinited waiverof Certain Interest: Subordination. To the
extent the County has the authority and ability to do so,
the County waives any right to, post -petition, post-
confirration, or post -effective date interest en any
County -Administered Account Clair, but solely to the extent
such interest would be paid by or from another County -
Administered Account or the County General Fund. Notwith-
standing any provision hereof, the County does not waive nor
intend to waive any claim for any interest that it may have
against any third party. To the extent the County has the
authority and ability to do so, the County agrees the
County -Administered Account Claims of School Pool
Participants based upon County -Administered Accounts
numbered 664 - 666, 668 - 670, 672 - 680, and 684 - 667
shall be paid before the County's own County -Administered
Account Claims.
18. Oranae County Recovery Connittee. There shall be
established a eo= ittee ("OCR Ccrnittee") consisting of five
(5) ne Wers: the Representative, two members to be
appointed by the County, and two members to be appointed by
the OCIP Cc.:nittee, provided, however, one of the merbers
appointed by the OCIP Co=ittee shall be a city represen-
tative. OCR Committee shall review and evaluate any Plan of
Adjustrert (the "Plan") and Disclosure Statement filed with
the Bankruptcy Court to determine if the Plan is inconsis-
tent with any tern of this Agreement or the Cc::prehensive
Settlement Agreement to the extent not nod:fied by this
Agreement.
19. Effect cf Co trehens've Settlerent hareerent. Each Option A
Pool Participant hereby fully and finally waives and relin-
quishes any and all obligations, duties and restrictions
inposed upon the County by the Conprehensive Settlement
Agreement to the extent inconsistent with this Agreement.
The County hereby fully and finally waives and relinquishes
any and all obligations, duties and restrictions imposed
under the Conprehensive Settlement Agreement upon any Option
A Pool Participant which executes the Agreement to the
extent inconsistent with this Agreement; provided, however,
that nothing contained in this sentence shall be construed
to modify, amend or otherwise affect the provisions of
sections 7(b), 12, 19, 20, or 34 of the Comprehensive
Settlement Agreement.
-16-
AM!
i
20. No Third -Party Beneficiaries. Nothing contained in this
Agreement is intended to confer any rights or remedies under
or by reason of this Agreement on, or waive any claims
against, or adversely affect any rights of, any person or
entity otter than the Parties hereto.
21. L�o a resentat'ons or War a ties. Except as expressly set
forth in this Agreement, none of the Parties hereto makes
any representation or warranty, written or oral, express or
implied.
22. Applicable Law. This Agreement shall be governed in all
respects, including the validity, interpretation and effect,
by title 11 of the United States Code and the laws of the
State of California, without giving effect to the principles
of conflicts of law thereof.
23. Consent to £ntry of orders and Judctnents by Bankruptcv
Court. Each Party hereto hereby consents to the deter-
nination by the Bankruptcy Court, as a "core proceeding"
within the meaning of 28 U.S.C. 5 157 or any successor
provision, and to have the Bankruptcy Court hear and deter -
nine and enter appropriate orders and judgrents, in any
action brought to enforce, interpret, reform or rescind this
Agreement or any of the provisions hereof any over any
action to determine or declare the rights of any of the
Parties under this Agreement.
24. Counterparts. This Agreement. may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the sane
ins trume^t .
25. Io Rd:.�issicns. Neither this Agreement, nor any of the terms
hereof, nor any negotiations or proceedings in connection
herewith, shall constitute or be construed as or be deemed
to be evidence of an admission on the part of any Party of
any liability or wrongdoing whatsoever, or the truth or
untruth, or merit or lack of merit, of any claim or defense
of any Party or directly or indirectly impair or adversely
affect any rights or claims not released, nodified waived or
otherwise affected under this Agreement; nor shall this
Agreement, or any of the terns hereof, or any negotiations
or proceedings in connection herewith, or any performance or
-17-
N.65i
forbearance hereunder, be offered or received in evidence or
used in any proceeding against any Party, or used in any
proceeding, or otherwise, for any purpose whatsoever except
with respect to (a) effectuation and enforcement of this
Agreement and (b) any proceedings in the Bankruptcy Court to
approve this Agreement and the execution and delivery
hereof.
26. Due Authorization. Each Party to this Agreement hereby
represents and warrants that such Party is duly -authorized
to enter into this Agreement.
THE COUNTY OF ORANGE
BY:
ITS:
THE OFFICIAL lbVESTHENT POOL PARTICIPAN'TS1 COY-MITTEE
BY:
ITS:
NX%E OF OPTION A POOL PARTICIPANT
BY:
ITS:
OYIC
:Z:e11.
PROPOSED CONFERENCE REPORT NO. 1
SEPTEMBER 13, 1995
AMENDED IN SENATE SEPTEMBER 6, 1995
AMENDED IN ASSEMBLY APRIL 27, 1993
CALIFORNIA LEGISLATURE--1995-96 RECL'L.%R SESSION
ASSEMBLY BILL No. 1664
Introduced by Assembly Member Allen
February 24, 1995
An act Y-elattin to oe ver t:ne to affairs to amend Sections
0 2J3JJJ and 25350.6 of, to add Sections 25350, 7, 25350 S.
25350.9, 253, 0.10, and 253, 0.11 to, and to add and repeal
Section 293505 of the Government Code; relating to local
goi'ernment llnance.
LEGISLATIVE COUNSEL'S DIGEST
AB 1664, as amended, Allen. GeN-„rfty e ..r aIfait Local
government.
the &;dnty Li r-an QA•-•r A r.� ... .
(1) Existing Jaw requires the board of supervisors, if the
board of supervisors so agrees by contract with the State
Board of Equalization, to establish a local transportation find
in the county treasurti . Existing la iv pro vides a form uld to be
used iv Jth respect to deposits Into the local transportation
fund. -
Thisbill would, if plan of adjustmentisfile d in a specified
banhruptct• case, n o t i viths tan ding an.i- other pro lsion oflaii
EXHIBIT A
k ?
AB 1664 2 --
authorize the board ofsupervfsors for the Counts• of Orange,
upon the adoption ofa resolution, to modi& is contract a fth
the State Board of Equalization to require, u th respect to
taxes let fed from Judy, 1,1996, to Jul) • 1, 2011, that revenues be
.
deposited in the County. of Orange general fund in an amount
equal to S3,166,667 per month, as specified.
(2) This bill would authorize the board ofsupert fsors of the
Countv of Orange to elect, kv resolution, to guarantee
pai=ment under a financing agreement, or to guarantee
pa timent under an agreement to finance the lease or
lease purchase ofproperty through the issuance ofcertif cates
of pa: ticipation or lease revenue bonds by pro !ding notice
and a transfer schedule, as specified.
(3) Existing Jaw • requires that all sales and use taxes
collected by the State Board of .equalization pursuant to
contract With any city, city• and countj; redevelopment
agency; orcountvbe transmitted to therespectit elocal entity
periodical) v as promptly- as feasible.
This bill would require that taxes collected by the State
Board of Equaliza tion tha t are deri t -ed from taxes imposed b y
the County• of Orange, as specified, be pledged to all
certificates of participation or lease revenue bonds issued
during the ,t -ears 1995 and 1997, not to exceed the amount to
he paid in those fiscal ti ears on those certificates or lease
purchase bonds.
(4) This bill u •ould set •er anv pro vision of this bill tha t is
held invalid, but that invalidity would not affect other
pro tfsions or applications that can be given effect ivithout the
invalid provision or application.
(5) This bill would declare that it would only become
operatiyeifSB 727, SB 863, and SB 1276ofthe 1993-96Xegular
Session are enacted and become operative on or before
January 1, 1996.
Vote: majority. Appropriation: no. Fiscal committee: ne ves.
Mate -mandated local program: no.
The people of the State of California do enact as folloivs.
96
-- 3— AB 1664
1
SECTIOA' 1. It is the intent of the Legislature in
2
enacting this act that the Orange Countt - Transportation
3
Authority continue to carry out the purposes of the
4
A1ills-.4lquist-Deddeh.4ct (Chapter4 (commencing iiith
6
Sectioll 99200) of Part 11 of Dig iSion 10 of the Public
6
Utilities Code) as set forth in Section 99220 of that code.
�c 7
In particular. the Legisla tore in ten ds tha t the pro t isions
8
of this act shall not be utilized to justift• reductions in
9
existing bus and paratransit services. It is further the
10
intent of the Legislature that, prior to january 1,1996, the
11
County of Orange and the Orange County
12
Transportation .4 uth oritt • report to the Legislature on the
13
steps taken to maintain adequate public tanspartation in
14
the County of Orange.
16
In enacting this act, the Legislature farther recognizes
16
that the County of Orange has developed a Consensus
17
CountvRecot •ert-Plan that will permit the payment ofall
18
allowed vendor and labor claims and the rep;� ment of
19
indebtedness owed ,fit• the count, due in the summer of
0 20
1996
21
SEC. 2. The Legisla ture�ereb.v finds and declares all
22
of the follo ii ing:
23
(a) The Countt,ofOrange governmentlack.s-.suff cient
24
resources to finance an acceptable plan of adjti.stment in
25
its pending bankruptcy case.
26
(b) On June 27,1996; the voters ofthe counts defeated
27
a proposed sales tax increase, indicating the public's
28
unwillingness to raise nets revenue to finance a plan of
29
adjustment.
30
(c) It is in the interest of the state and all public debt
31
issuers ivithin the state to enable the county to t nance an
32
acceptable plan of adjustment in order to improve the
33
credit standing of California public debt issuers and to
34
preserve and protect the health, safety and welfare ofthe
33
residents of the county and the state. To that end.
36
successfully resol t ing the countt, bankrupter and
37
restoring the rnancial position of Orange County
38
government and thereby permitting the f,11
39
performance under the county indebtedness is a matter
40
of sta to i t ide interest and concern.
AB
1664 -4-
�
'
O
1
(d) In the absence of some alternative •e source of
1
2
revenue not not • a t ailable to the county; resources from
2
3
other governmental units within the count • must be
3
4
transferred to the count- to enable it to prepare, and
4
5
obtain confirmation of, an acceptable plan ofadjustment.
5
6
(e) The transfer of resources to the county should be
6
7
designed to minimize the Impact on affected entitles.
7
8
(f) The emergence from bankruptcy of the counts,
6
9
through the. confirmation of an adequate plan of
9
10
adjustment will assist in the effectuation of the primart•
10
11
purposes of the Community R-c-Idevelopment Law (Part
11
12
I (commencing with Section 33000) of Division 2-1 of the
12
13
Health and Safetv Code), including job creation,
13
14
attracting new private commercial investments, the
14
15
physical and social improvement of residential
1�
16
neighborhoods; and the Provision and maintenance of
lE
17
low- and moderate -income housing. The attraction of
1i
18
new• businesses to redevelopment project areas depends
1E
19
on the existence of an effective counts, government that
Ic
20
is not burdened bY litigation and other requirements of !
2(
21
a bankruptcy proceeding. The pRyments to the county
21
22
pursuant to Section 33670.9 ofthe Heath and Safety Code
2�
23
benefit redevelopment project areas and are deemed a
2�
24
debt of the Orange County Development Agenc v to �
24
25
a re t• the counti•forsuch general ands ecifc benefits to
p� p
2_
26
the redevelopment project areas pre vioush- pro s Jded b1•
2E
27
the county:
27,
28
SEC. 3. Section 25350.55 of the Covernment Code is
v
29
amended to read. •
2c
30
25350.55. (a) Prior to entering into an agreement to
3(
31
finance the lease or lease -purchase of property through
31
32
the execution and delivery or issuance, as the case maybe,
3r
33
of certificates of participation or lease revenue bonds, the
34
board may elect, by resolution, to guarantee pa%*ment
34
35
under that financing agreement in accordance with the
W
36
following:
3E
37
(1) A county that elects to participate under this
37
38
section shall provide notice to the Controller of that
3E
39
election, 'which shall include a schedule for the payments
40
to be made by the county under that financing '
4C
96
+-. f
—5— AB 1664
1 agreement, and identify a trustee appointed by the
2 county for the purposes of this section.
3 (2) 1n the event that, for any reason, the funds
4 otherwise available to the county will not be sufficient to
5 make any payment under the financing agreement at the
6 time that payment is required, the county shall so notify
7 the trustee. The trustee shall immediately communicate
8 that information to the affected holders of certificates of
9 participation or bondholders, and to the Controller.
10 (3) When the Controller receives notice from the
11 trustee as described in paragraph (2), or the county fails
12 to make any payment under the financing agreement at
13 the time that payment is required. the Controller shall
14 make an apportionment to the trustee in the amount of
15 that required payment fo: the purpose of making that
16 payment. The Controller shall make that payment only
17 from moneys credited to the Motor Vehicle License Fee
18 account inthe Transportation Tax Fund to which that
19 county is entitled at that time under Chapter 5
20 (commencing with Section 11001) of Part 5 of DiVision 2
21 of the Revenue and Taxation Code, and shall thereupon
22 reduce, bar the amount of the payment, the subsequent
23 allocations or allocations to which the county would
40
24
otherwise be entitled under that chapter.
25
(4) as an alternate to the procedurq- set forth in
26
paragraphs (2) and (3), the board of supervisors may
27
provide a transfer schedule in a notice to the Controller
28
of its election to participate under this section. The
29
transfer schedule shall set forth amounts to be transferred
30
to the trustee and the date or dates for the transfers and
31
the Controller shall, subject to the limitation in the second
32
sentence of paragraph (3), make apportionments to the
33
trustee in those amounts on the specified date or dates for
34
the purpose of making those transfers.
35
(5) In the event that for any reason, the county is no
36
longer obligated for any period to make all or a portion
37
of the payments with respect to the lease or
38
lease -purchase financed through the execution and
39
delh•e , , or issuance, as the case may• be, of certificates of
40
participation or lease revenue bonds, the trustee shall
t
f
AB
1664 —6-
1
1
notify• the affected holders of certificates of participation
2
or bondholders. The trustee shall also notify the
2
3
Controller. Upon receipt of the notification, the
3
4
Controller shall cease making the transfers. lfafter git•ing
4
5
notice. the obligation of the count• to make payments
6
with respect to a lease orlease purchase%nanced through
•e1ti, • � �
6
7
�
7
the ey�ecution and delis orissuance, as the case ma i be,
8
of certJf sates of participation or lease revenue bonds is
8
9
restored,. the trustee shall so notift • the affected holders of
°
10
certif sates of participation or bondholders and the
10
11
Controller. Leon receipt of the notif cation. the
11
12
Controller shall resume making the transfers.
12
13
(b) This section shall not be construed to oblizate the
13
14
State of California to make any payment to a county from
14
15
the Motor Vehicle License Fee Account in the
1 E
16
Transportation Tax Fund in anx• amount or pursuant to
1
17
any particular allocation formula; or to make any other
1
18
pa:, ment to a count,•, including, but not limited �to. any
1E
19
pavment in satisfaction of any debt or liability incurred or
1C
20
by a count• in accordance with this section. I ?
2C
21
guaranteed
S.FC. 4. Section 25J5D.6 of the Goy•ernment Code is
21
2-2
amended to read:
22
23
23350,6. (a) Moneys credited to the Motor Vehicle
2:w
24
License Fee :account in the Transportation Fund to � j
�
2�
2.5
which 4ranze County may at any time be entitled shall
24
26
be plehea, \;'ithout and' necessity for specific
2E
27
authorization of the pledge by the board of supervisors,
2E
27
28
to all certificates of participation or lease revenue bonds
29
executed and delivered or issued, as the case mat be,
Oc
3C
30
during 1_99� of 1996 or 1997, including obligations
31
exeeuted and delivered or issued before � 2010 to
31
32
refund those certificates of participation or lease revenue
32
33
bonds; to finance or refinance the lease or lease -purchase j
34
34
of property of the county and haying a stated maturity of
34
35
20 years or more, ether rt Pie ,t of per �
35
36
e r •, bps b r e e of n . s,.
3
37
-- -ludi�.,,.. b� ne 3 � reN, ., ue.s
37
33
�ErWA.-d- wa5te sys�meffi re _ e__ i _.. However, the amount so
38
39
pledged with respect to any fiscal year of the county shall
' a
+�1
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0
X
LI
is
.1 G
AB 1664
1 not exceed the amounts to be paid in that fiscal year on
2 those certificates or lease revenue bonds.
3 (b) The state hereby cotenants with the holders of
4 any certificates of participation or lease revenue bonds.
5 including refunding obligations. entitled to the pledge
6 granted by this section that, as long as any of the
7 certificates of participation or lease revenue bonds
8 entitled to the pledge granted by this section shall remain
9 outstanding, the state shall not alter or amend the deposit
10 of moneys -into, or the allocation of moneys credited to,
11 the Motor Vehicle License Fee Account in the
12 Transportation Tax Fund under Chapter 5 (commencing
13 with Section 11001) of Part 5 of Division 2 of the Revenue
14 and Taxation Code in any manner that would adverseh-
15 affect the security of, or the ability of the county to pa\-
16 the principal of and interest on, the certificates of
17 participation or lease revenue bonds entitled to the
18 pledge granted by this section. Hoy; -ever, nothing
19 precludes any alteration or amendment if and v,,,hen
20 adequate provision has been made by law for the
21 protection from impairment of the contract represented
22 by the certificates of participation or lease revenue bonds.
23 and the right to so alter or amend is hereby reserved. The
24 eeuntN Counti, of Orange may include this covenant of
25 the state in the agreements or other documents
26 underlying the certificates of participation or lease
27 revenue bonds.
28 SEC. 5. Section 25350i is added to the Cos •ernmen t
29 Code, to read:
30 25350.7. (a) Prior to entering into an agreement to
31 finance the lease or lease purchase of properti• through
32 the execution and deli very orissuance, as the case ma t1 be.
33 of certilca tes ofparticipa tion or lease revenue bonds, the
34 board ofsup�eTiYJsors of the Countr of Orange matt, elect,
35 bvresolutior?�toguarantee ps ment under thatfinancing
36 agreement in accordance u th the following.-
3 t (1) If the counts, elects to participate under this
38 section, it shall provide notice to the Controller of that
39 election, and the notice shall include a schedule for the
40 pals, ments to be made b%• the count% -under that fnancin a
AB
1664 — 6 —
1
agreement and ldenti[va trustee appointed bi- the count;-
1
2
for the purpose of this section.
2
3
(2) In the event that, far ant• reason, the funds
3
4
available ailable to the counts • u ill not be sufficient to make ant •
4
5
payment under the f nancing agreement at the time that
5
6
paymentisrequired, the countt•shallsonotifythe trustee
5
7
and deliver to the Controller a dull- certified cops• of the
+
8
resolution ofits board ofsupers Jsors adopted pursuant to
8
9
Section 29330.5. The trustee shall immediately•
9
10
communicate that information to the affected holders of
10
11
certificates of participation or bondholders and to the
11
12
Controller.
12
13
(3) 11'hen the Controller receives notice from the
13
14
trustee, and a cops -of the resolution from the counts; as
14
10
described in paragraph (2), or, after haling adopted the
15
16
resolution specified In paragraph (2): the counts- fails to
16
1;
make anvpas-men tunder the financing agreementatthe
17
16
time that pa s ment is required, the Controller shall make
18
19
an apportionment to the trustee in the amount of that
19
20
required pki ment for the purpose of making that
y
20
21
pgt-ment The Controller shall make that payment only •
21
22
from moneys to be transmitted to the counts- by the State
22
23
Board ofEqualization under Section 7204 of the Res •enue
23
24
and Taxation Code, that are deriy•ed from that portion of
24
25
the sales and use taxes Imposed bs • the count+ • in excess of
25
26
1 percent, pursuant to Part 1. 5 (commencing •iy ith
26
27
Section 7200) ofD t ision 2 of the Bel -en ue and Taxation
27
28
Code, and that are permitted to be deposited in the
28
29
general fund of the counts• pursuant to Section 29530.5.
29
30
(b) As an alternative to the procedure set forth in
30
31
paragraphs (2) and (3) ofsirbdiyision (a), the board of
31
32
supers isors ma v on or after the date of adoption by the
32
33
board of the resolution specified in Section 29330.5,
33
34
provide a transfer schedule in a notice to the Controller
34
35
and the State Board of Equalization of its electron to
35
36
participate under this section. The transfer schedule shall
36
37
set forth the amounts to be transferred to the trustee and
37
38
the date or dates for the transfers, and the Controller
38
39
shall, subject to the limitation in the second and third
39
40
sentences of paragraph (3) of subdivision (a), !Hake
40
m _ .. 'Aw•
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e
0
if
e
e
s
0
a
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t
7
f
Cj 0
I'. 0
-- 9 AB 1664
1 apportionments to the trustee in those amounts on the
2 specified date or dates for the purpose of making those
3 transfers.
4 (c) In the eI'e11t that. for anY reason, the county is no
6 longer obligated,. for ani• period.. to make all or a portion
6 of the payments with respect to the lease or
7 lease purchase financed through the execution and
8 delis •erg• or issuance, as the case ma ti' be, of certificates of
9 participation or lease revenue bonds. the trustee shall so
10 notif,- the affected holders ofcertifccates ofparticipation
11 or bondholders, the Controller. and the State Board of
12 Equalization. Upon receipt of the notification; the
13 Controller shall cease making the transfers. If, after the
14 giving of the notice, the obligation of the county to make
15 Payments with respect to the lease or lease purchase
16 financed through the execution and delivery or issuance
17 of certificates of participation or lease re1-en ue bonds is
18 restored the trustee shall so notift• the affected holders of
19 certificates of participation or bondholders, the
20 Controller,. and the State Board of Equalization. L)von
21 receipt of the notification, the Controller shall resume
22 making the transfers.
23 (d Any election made by the counts• pursuant to this
24 section shall be in addition to any• other election made by
26 the count • pursuant to anY other applicable provision of
26 law to guarantee the obligation of the county to make
27 patiments with respect to the lease or lease purchase of
28 property• financed through the certificates of
29 participation or lease rei-en ue bonds.
30 SEC 6. Section 25350.8 is added to the Government
31 Code, to read.•
32 23350.8. (a) Taxes collected b1• the State Board of
33 Equalization pursuant to Section 7204 ofthe Revenue and
34 Taxation Code, that are derived from that portion of the
35 taxes imposed by the Counts, of Orange in excess of 1
36 percent pursuant to Part 1.5 (commencing with Section
37 7200) of Division ision 2 of the Revenue and Taxation Code.
38 and that are permitted to be deposited to the general
39 fend of the county pursuant to paragraph (1) of
40 subdivision (a) of Section 29530.5 shall be pledged.
AB
1ss4 _ 10 —
1
1
without the necessity• for specific authorization of the
p
23
2
pledge bythe board of supers isors. to all certificates of
3
participation or lease revenue bonds executed and
4
4
delivered or issued, as the case mav• be, during the i ears
5
1996 and 1997 including obligations executed and
0
6
delivered or issued before 2010, to refund those
6
i
certificates of participation or lease rev •enue bonds, to
8
8
finance or refinance the lease or lease -purchase of
9
9
property ofthe counts -and having a stated maturits- of20
10
10
vears or more. Hovjeter. the amount so pledged vv ith
11
11
respect to ant• fiscal Year of the county shall not exceed
12
12
the amounts to be paid in that fiscal Year on those
13
13
certificates or lease rev -en ue bonds.
14
14
(b) The pledge of taxes pursuant to this section shall
15
15
constitute a contract between the Count; • of Orange and
16
16
the ovv hers of an v- of the certificates of participation or
17
17
lease revenue bonds and shall be protected from
18
18
impairment bv• the United States and California
19
19
Constitutions. The state hereby• covenants vv ith the
20
20
owners of an v • certificates of participation or lease
21
21
revenue bonds entitled to the pledge granted bv- this
22
K
section that. as long as ant- of the certificates of
23
23
participation or lease revenue bonds entitled to the
24
24
pledge granted by this section shall remain outstanding.
25
25
(1) the provisions of Section 7202 which authorize the
26
26
Imposition of the taxes shall not be repealed and (21 the
2 i
27
pro t 1 sl ons of paragrapJ2 (1) of subdivision (a) of Section
28
28
29530.5shall not be repealed prior tojuJi-1, 2011, norshall
29
29
either section be altered or amended prior to that date in
30
30
ant• manner that would adversely affect the security of,
31
31
or the ability- of the counti- to pay, the principal of and
32
32
interest on the certificates of participation or lease
33
33
revenue bonds entitled to the pledge granted bs, this
i
34
34
section. However, nothing precludes anY alteration or
35
35
amendment if and when adequate provision has been
36
36
made bs- lau• for the protection from impairment of the
37
37
contract represented bY the certificates of participation
38
38
or lease ref •enue bonds, and the right to so alter or amend
39
39
isherebrreserjed. The countymaytnclude this covenant
40
of the state in the agreements or other documents
l
96
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4
-- �� -- AB 1664
1
underlying the certificates of participation or lease
` 2
revenue bonds.
3
SEC. i Section 25350.9 is added to the Covernment
4
Code, to read:
5
25350.9. (a) Prior to entering into an agreement to
6
finance the lease or lease purchase of property through
7
the execution and deliv•ervorissuance, as the casemas•be.
8
ofcertifi'catesofparticlpation orleaseretenue bonds the
9
Board of5upery isors of the County of Orange maY elect.
10
bv. resolution, to guaran tee pa t m en t un der tha t finan cing
11
agreement in accordance with the follow -in g.•
12
(1) If the county elects to participate under this
13
section; it shallprovide 1de notice to the Controller of that
14
election, and the notice shall include a schedule for the
15
pa v ments to be made by the county under that financing
16
agreementandidenHA-a trustee appointedbt•thecountv
17
for the purpose of this section.
18
(2) In the event that, for ant reason, the funds
19
available to the county vv ill not be sufficient to make ant-
20
pas rnent under the financing agreement at the time that
21
pay mentisrequired, the countvshall sonotifv•the trustee.
22
The trustee shall immediately? communicate that
23
information to the affected holders of certificates of
24
25
participation or bondholders and to the Controller.
T hen Controller from
(3) the receives notice the
26
trustee as specif ed in paragraph (2) or the county•fails to
27
make anvpayment under the fnancingagreementat the
28
time that payment is required, the Controller shall make
29
an apportionment to the trustee in the amount of that
30
required payment -for the purpose of making that
31
payment. The Controller shall make that payment onli-
32
from moneys to be transmitted to the county bv the State
33
Board ofEqualization under Section 7204oftheRevenue
Code, derived from
34
and Taxation that are that portion of
35
the sales and use taxes imposed by• the countv•pursuant to
36
Part 1.5 (commencing vvlith Section 7200) of.Division 2 of
37
the Rev-enue and Taxation Code, other than that portion
38
of the taxes described in Section 29530.5, and shall
39
thereupon reduce, bv the amount of the payment.. the
J...
AB 1664 -- 12 ---
I
subsequent amounts to which the courts• would be
1
2
entitled under that section.
2
3
(b) As an alternative •e to the procedure set forth in
3
4
paragraphs (2) and (3) of subdivision ision (a), the board of
4
5
super tiisorsofthecountvmaYprovide atransfer schedule
5
6
in a notice to the Controller and the State Board of
6
7
Equalization of its election to participate under this
7
8
section. The transfer schedule shall set forth amounts to
8
9
be transferred to th e trustee an d th e da to or da tes for th e
9
10
tr2r2sfersand the Con troller shall, subject to th e limits tion
10
11
in the second sentence of paragraph (3) of subdiy ision
11
12
(a), make apportionments to the trustee in those amounts
12
13
on the specified date or dates for the purpose of making
13
14
those transfers.
14
15
(c) If the counts -is no longer obligated for any- period
15
if
to make all or a portion of the payments ya ith respect to
16
17
the lease or lease purchase financed through the
17
16
execution and delis•ery or issuance, as the case mad• be, of
18
19
certificates of participation or lease res-en ue bonds, the
19
20
trustee shall so notify• the affected holders of certificates
,
20
21
of artici anon or bondholders; the Controller. and the
p p
21
22
State Board of Equalization. .Upon receipt of the
22
23
notification,, the Controller shall cease making the
23
24
transfers. If, after the gh ing of the notice, the obligation
24
25
of the counts • to make pa 1 m ents ii ith respect to the lease
23
26
or lease -purchase financed through the execution and
26
27
delii'et;'orlssuance ofcertificates ofparticipation orlease
27
28
revenue bonds is restored, the trustee shall so notify- the
28
29
affected holders of certificates of participation or
29
30
bondholders, the Controller, and the State Board of
30
31
Equalization. Upon receipt of the notification, the
31
32
Controller shall resume making the transfers.
32
33
(d) Any election made by the county pursuant to this
� �
33
34
section shall be in addition to anY other election made Ids°
34
35
the county pursuant to any other applicable provision of
35
36
law to guarantee the obligation of the counts, to make
36
37
payments with respect to the lease or lease purchase of
37
38
properts•fnanced through certificatesofparticipation or
38
39
lease revenue bonds.
39
40
12
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--13 --- A B 1664
1 SEC. S. Section 25350.10 is added to the Government
2 Code, to read:
3 25350.10. (a) Taxes collected bi, the State Board of
4 EqualizationpursuanttoSection 7204ofthe.Rev•enueand
5 Taxation Code, that are derived from the taxes imposed
6 bV the County of Orange pursuant to Part 1.5
7 (commencing with th Section 7200) of Division asion 2 of the
8 Revenueand Taxation Code, other than that portion of
9 those taxes specified in Section 29530.5. shall be pledged,.
10 u thout the necessity, for specific authorization of the
11 pledge bv• the board of supervisors, to all certificates of
12 participation or lease revenue bonds executed and
13 delivered or issued. as the case may be, during the tears
14 1995 and 1997, including obligations executed and
15 delivered or issued before 2010, to refund those
16 certificates of participation or lease revenue bonds, to
17 finance or refinance the lease or lease purchase of
18 prqpertv of the county and ha vying a stated maturity of20
19 vears or more. How•ev•er, the amount so pledged with
o20 respect to am fiscal year of the county• shall not exceed
21 the amounts to be paid in the fiscal year on those
22 certificates or lease revenue bonds
23 (b) The pledge of taxes pursuant to this section shall
24 constitute a contract betaveen the count►• and the owners
0 25 of an t? of th e certif ca tes of participa tion orlease re v en ue
26 bonds and shall be protected from impairment by the
27 United States and California Constitutions. The state
28 hereby covenants v{ ith the owners of any certificates of
29 participation or lease revenue bonds entitled to the
30 pledge granted by this section that, as long as any of the
31 certificates of participation or lease revenue bonds
32 entitled to the pledge granted by this section shall remain
33 outstanding, the prov lsions of Section 7202 of the
O34 Revenue and Taxation Code that authorize the
35 imposition of the taxes shall not be repealed. However.
36 nothing precludes ant• alteration or amendment if and
3"1 when adequate pros )sion has been made by - laiv for the
38 protection from impairment of the contract represented
39 bi• the certificates ofparticipation orlease revenue bonds.
le 40 and the right to so alter or amend isherebi•resert•ed. The
* :A
z t
AB 1664
-- 14 -----
1
countt• of mat• include this cos•ellant of the state in the,
r,
2
agreements or other documents under}~ rng the,
3
certificates of participation or lease revenue bonds.
4
SEC 9. Section 25350.11 is added to the Government
5
Code, to read.-
6
2,5350.11. Notlfiithstandinganl•otherprol isionsofthis
f
i
chapter, the sum of the amounts pledged it Ith respect to
r
S
an i • fiscal s -ear pursuan t to Sections 233j0 6. 2j330 S. an d
9
2333010 shall not exceed the amounts to be paid in that
t
10
fiscal Year on the certificates of participation or lease
`
1{
11
ret-en ue bonds entitled to the pledge described in those
12
sections.
1r
13
SEC. 10. Section 29530.5 is added to the Got•ernment
1`
14
Code, to read.-
1�
15
29530.5. (a) .N`otssithstanding anj- other prosision of
1L
16
this article. the Board of Supervisors of the Counts• of
1f
17
Orange mat;. upon the adoption of resolution appros-ed
1
16
bv•amajorirt•ofall ofitsmembers, unilateralli-modif,•its
18
19
contract, as specified in Section 29330 si Jth the State
19 19
20
Board of Equalization; to require that, effective on or
20
21
afterJul s •1,1996 except to the extent thatsubdlc tslon (b)
21
22
applies during any period. count• sales and use tRA-
22
23
rev enues specified in Section 29330 be deposited into the
23
24
county • general fund payable, a ble, on a m on thls � basis: in an
24
25
amount equal to three million one hundred sivty-siA-
�
25
26
thousand sh: hundred sixty -seven dollars (53,166..667).
26
27
(b) (1) If the count~- has elected to guarantee
27
29
payment ofits obligations under an agreement to finance
28
29
the lease or lease purchase of property through the
29
33
execution and delivers, or issuance, as the case ma s. be, of
30
31
certificates of participation or lease revenue bonds
31
32
pursuant to subdivision (a) of Section 253- 0.7, the
32
33
amounts required to be deposited in the general fund of
33
34
the county, in any month, pursuant to subdivision (a)
� �
34
3-5
shall bereduced bvtheamounts, ifan , transferred bvthe
35
3E
Controller to the trustee for the certificates of
38
37
participation -or lease revenue Fonds, pursuant to
37
38
subdiv ision (a) of Section 25350.7.
38
39
(2) If the counts, has elected to guarantee its
39
40
obligations under an agreement to finance the lease or
lie
40
96
AB 166.1
lease -purchase of property through the execution and
1e
2
delh-erancc or issuance, as the case ma s, be, ofcertif crates
3
of participation or lease revenue bonds pursuant to
�t
4
subdivision ision (b) of Section Z360.7, the amounts rcquired
5
to be deposited in the general fund of the count; in ani-
i$
6
month, pursuant to subdivision (a) shall be reduced l v
7
the amounts transferred bi, the Controller to the trustee
>d
8
for the certificates of participation or lease revenue
It
9
bonds, pursuant to subdivision (b) of Section 25350.7.
e ;
10
(c) This section shall not take effect unless and until
;e
11
(1) a plan of adjustment is confirmed in Case No.
}
12
S.-1-94-22272 JR in the United States Bankruptcy Court for
.1t
13
the Central District of California. or (2) a trustee is
14
appointed pursuant to Chapter 10 (commencing u ith
Df
15
Section 30400) .
Df
16
(d) In enacting this section, the Legislature intends
'd
17
that theprovisionsofthlsactshallnotbeutilized tojusti&
1 t`
18
reductions in existing bus and paratransit serf ices.
19
(e) The modification authorized bi• this section is not
:)r
20
applicable to the City of Laguna Beach.
21
(f) This section shall become inoperative on juh- 1,
ix
22
2011, and, as ofjanuary 1, 2012, is repealed, unless a later
'e
2.3
enacted statute, that becomes Operative on or before
,n
24
january 1, 2012, deletes or extends the dates on which it
ra'
25
becomes inoperative and is repealed.
26
SEC. 11. (a) In implementing Section 96.16 of the
'e
27
Revenue and Taxation Code, the Counts• of Orange shall
'e
28
not adversely - affect Santa Ana River flood control
'e
29
projects
�f
30
(b) If any of the revenues from the propertv tax
1s
31
reallocation specified in Section 33670.9 of the Health and
'e
32
Safety Code or Section 96.16ofthe Be venue and Taxation
�f
33
Code are notforthcoming, the County of Orange shall use
r)
34
county general fund moneys to cover any • resulting
-
e
35
shortfall, as necessarti :
�f
36
SEC. 12. County revenues in the amount of the
L
37
revenues allocated, transferred to, deposited with. the
38
.or
Countv of Orange pursuant to the provisions of this act.
fs
39
shall not be used or expended for an v purpose other than
'�' f
40
the satisfaction in full, adequate pros isiO12 for the
AB 1664
—16-
1
satisfaction in full, or other consensual treatment of the
2
outstanding and allowed claims of counts• vendors.
3
emplgvees, holders of short-term debt of the county
4
holders of certificates of participation of the counts• on
5
account ofpast due lease obligations, holders of expenses
6
of administration in the county bankruptcy• case, costs
7
and expenses ancillary- to the satisfaction of these claims,
8
and 'others; ise to perform the county obligations
9
pursuant to a confirmed plan of adjustment.
10
SEC.13. Any • liti c ation fund established as part of the
11
joint Agreement of the County • of Orange, the Official
12
Investment Pool Participants' Committee and Each
13
Option A Pool Participant for Resolution of .411 Claims
14
Againstthe Counts•ofOrangein Case.N`o. S.9-9422273JR
15
or. Case A-o. S-4-94-22272 JR in the United States-
16
Bankruptcy• Court for the'Central District of California,
17
shall be subject to the following:
18
(a) The funds shall be deposited in a special account.
19
(b) .Interest earned shall be treated and distributed
20
annually- as net litigation proceedspursuant to the Joint
21
: agreement of the County of 'Orange, the Official
22
Investment Pool Participants' Committee and .Each
23
Option .4 Pool Participant for Resolution of All Claims
24
-.against the Countyp of Orange, September 6, 1995.
25
(c) An annual audit of the account shall be prepared
26
by the holder of the fundsand shall be transmitted to each
27
house of the Legislature and the Governor.
28
SEC. 14. The Legislature hereby finds and declares
29
_ that a general statute, within the meaning of Section 16
30
of :article lI . of the California Constitution, cannot be _
31
made applicable due. to the uniquely severe fiscal crisis
32
being ehperienced by the Count)' of Orange, and that,
33
therefore, this special statute is necessary.
34
SEC. 15. The provisions of this act are severable. If
35
an1plpros ision of this act or its application is held invalid,
36
that ins andrh' all not affect other provisions or
37
applications can be given effect ithout the invalid
38
provision or apphcahon.
39
40
SEC. 16 _,This act shall become operative only if
Senate Bill �.. of the 199a--96Regular Session, Senate Bill
�
va
t
Al
141
IM
17.- 4 AB 1664
1 863 of the 1993 -96 ;Regular Session, and Senate Bill 1276
2 of the 1995-96 .Regular Session are all enacted and
3 become operative on or before January 1, 1996:
9
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i
PROPOSED CONFERENCE REPORT NO. 1
SEPTEMBER 13, 1995 -
AMENDED IN ASSEMBLY AUCUST 24, 1995
AMENDED IN ASSEMBLY J[.'LY 14, 1995
AMENDED I\ SENATE MAY 26, 1995
AMENDED IN SEN ATE M AY 18, 1995
SENATE BILL No. 1.276
Introduced by Senator Killea
February 24, 1995
MR
An act
�to --- S ti .. 2, � end ��? tf end //
e.
eel to #fie eg€et '•f m-edia`~'• . add Chapter 10
(coJnmencing a ith Section 30400) to Division 3 of Title 3 of
the Gov ernlnent Code, and to add and repeal Section 2128 of
the Streets and High vv -,?,is Code, relating to local government
finance; and rnahing an appropriation therefor.
LEGISLATIVE COUNSEL'S DIGEST
SB 1276. as amended. Killea. General A1414g,,t_.,-� b6nds:
eet -x e r e: •' paper Local governmen t.
(1) Existing lair requires the board of supervisors to
generally' administer the affairs of county' government.
'his bill irould authorize the Governor to appoint an �
indi v idual to serve as trustee for the County • of Orange if the
comity' board supervisors of the county' has not fled a plan of
%-{
SB 1276 —•�-
4,. vgwstment with the bankru tct• court bi-Jan twrt• 1.1996• Th
bill would require that a trustee be . appoi.nted
nctt; Jthstanding the timeh-fling of plan if, as of.11at-1.1996.
the Governor makes a determination, after consulting with'
specified individuals. that there is no substantial agreement
on the terms of the plan of adjustment and the timely
c011f rMStiol] of the plan is un11ke1t . The trustee tt-ould be ;I
stGte public official and would serve at the pleasure of the
Governor. This bill would prescribe duties of the trustee.
111rluding transferring statutort• potters of the counts• board
of supers isors to the trustee, elnplot ink- necessary -staff and
!ssub2gspecified forms of debt.
(2) E- istilJ Q la t; - apportiolls fu11 ds to each count; - from the
Hizhiva.• Users Tax Account in the Transportation Fund for
counts - road projects.
This bill would. if a plan of adjustment is confirmed in a
specified bankruptet•case ora trusteeisappoillted as specified
in (1) above. apportion S1,916..667 during each calendar
-north con2meneing ttith julv-199i and eliding ,June 2013 to
the Orange Counts- Transportation Authority instead of the
counts; thus constituting an appropriation.. with the
Te1na]n111 2pportlonments to be paid to the Counts- of
Oran c e.
(3) This bill i;-ould set-er an pro t'lslon of this bill that is
held invalid. but that ins alidit;• would not affect other
prof Jsions or applications that can be gh-en effect ii-ithout Me
in t •all d pro; isl on or applica ti on.
(4) This bill trould declare that its provisions would onh-
become opera tit -e ifSB 727. SE 863. and AE 1664 of the 199. -j6
Regular Session are enacted and become operative on or
before January 1, 1996
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rcyz espeet State Genef a!
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Vote: 2Xa majority. Appropriation: nes•es. Fiscal committee:
yes. State -mandated IocA program: no.
The people of the State of California do Enact as follois _,:
t '
t T4 1-
1 4-. -Seetieti 167GIA i-s edded � � toe
2 SECTION 1. It is the intent of the Legislature in
3 enacting this pact that the Orange Counts• Transportation
4 -authority. cont11wo to c:arry out the purposes of the
5 _dills-Alquist-Deddoh Act (Chapter 4 icominencin , st'ith
6 Section 99200) of Part 11 of Division 10 of the Public
i Utilities Code) as set forth in Section 99220 of that code.
8 In particular, the LL�zislahire intends that the pros Jsion,
9 of this act shall not be utilized to justift • reductions in
10 existing bus and p:ar atllinsit sera Ices- tt is further the
11 intent of the Legisl,aturcm that, prior tojanuarz• 1.1996. the
12 Counts, of Orange ;arid the Orange Coiants'
13 Transportation.41jtl2oi-iia'report to theLegislatarre on the
14 steps taken to ln,d'2t:ain;,d, •quate public tanspormtion in
15 the Counts • of Or:an.zo.
wj
r
SB
1276 —4--
0
1
In enactlit0
a this act, the Legislature further recorniz2s
that the Courts• of Orange has des -eloped a Conseltsus
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Counw.Reco1•ers-Plan that ccillpermit the p;1 anent ofall
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allowed vendor and labor claims and the rep�7 jnent of
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indebtedness owed bc- the counts• due in the sirnnner of
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1996.
-finds
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SEC. 2. The Legislature heretic drag declares 111
b
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of the foil o Ifin a-
g
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-(al- The Counti•ofOrangaCg.of-ernmentlacksserif•cient
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resources to finance an acceptable plan ofadjilstlttent fir
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its pending banr±ruptcc• case.
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(br On June 27,.199�. the c oters of the counts • defeated
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a. proposed sales tax increase; indicating, the public *S
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ur. jc illingness to raise nevi - re c -enue to finance a plan of
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adjustment.
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(c) It is in the interest of the state and all public debt
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issue: ; c; ithit2 the state to enable the eountr to f Hance air
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acceptable p1211 of adjustntel7t i11 order to inlproi-0 the
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credit standing of California public debt issuers dnd to
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preseri•e and protect the health , safetc : and sc-elfare ofthe
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residents of the counts• and the state. To that end.
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succe_sfullc- resolcina the counts- bankrvvtcs• x2d
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restoring the financial position of Oninze C.ounh •
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zDvernment and therebs• permitting the fv} ]
as
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p:'rforinance under the collnti-Sindebtediles� iS a 127JUtter
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orstateccide interest and concern.
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(d) In the absence of some dlternati+•e source of
a5
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rec-en ue not nocc-ac aJlable to the countcr-resources font
�g
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other g oc -ernmental units ti Abin the. cow2tt • must be
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transferred to the counts•, to enable it to prepare. and
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obtain confirmation or, an acceptable plan ofadjustinent.
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(el The transfer of resources to the counts• should be
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designed to minimize the impact on affected entities.
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(f) The emergence from bankruptcy of the countl•
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through the confirmation of an adeguifte plan of
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adjustment ccill assist in the effectuation of the primar1
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purposes of the Community• Redevelopment Law (P;)rt
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1 (commencing is ith Section 33000) ofDh Is1on 24 of the
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f 1elalth and Safety• Code), including job creation.
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•lttractillg nett• private edinmerdil in estl?tents. the
y;
. r'.y.�.
W- .�rtr
•
J 2
--- -- SB 127 6
1
Physical and social improvement . of residential
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neighborhoods and the pros lsiol) and maintenance of
%11S
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low- and moderate -income houshm . The attraction of
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neyv- businesses to redevelopment project areas depends
' of,
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on the existence of an effective countvgov-ernment that
_ ' af•
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is not burdened_ b. - litigation and other requirements of
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<a bunkruptcv• proceeding'. The payments to the count,-
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pursuant to Section 336:0.9 ofthe Heath and Sakti• Code
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benefit redev Plopment project areas and are deemed a
'Irt
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debt of the Orange Counts• Det•elopment Agency• to
ata
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repit►• the countv•for such general and specific benefits to
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the redevelcpn;ent project areas prey iously• pros ided bi-
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the cotmty.
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SEC. 3. Chap ter 10 (cornmencing vy ith Section 30400) .
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is added to Division 3 of Title 3 ofthe Government Code.
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to read,
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CH.3PTER IO. OR.4 \•GE COL:\•Tj' F-I.\.4.\"CI.4L CO.\•TROL
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3D100. (a 1 It is in the interest of the state and all
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public debt issuers yv1thin the state to enable the County•
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of Orange to finance an acceptable plan ofadjustment in
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order to improve the credit standing of California public
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debt issuers and to preserve and protect the health,
the thA the
safety : and vv•elfare of residents of counts• and
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state. To that end. successfully, resole ng the county-
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bankruptcy • and restoring the financial position ofcounty
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goy-erns»e�.tisa matter ofstatewideinterest and concern.
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(b) Asa further gVarantee that the county- iv ill be able
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to prepare and obtain confirmation of an accept<<able plan
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ofadjustment. it is appropriate to create a back-up
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mechanism Ior rappointment of state trustee.
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(c) It is in the flarther interest of the state to facilitate
and expedite the confirin3tion of an acceptable plan of
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adjllstmelit bi - s -es th2 in a state trzlstee the authority • and
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discretion to present .and enforce certain claims held lis-
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cities, public districts. orlocal agencies against the counts
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30400.3. For Purposes of this chapter. the folloc{ii7g 4
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yy•ords hiiy•e tho folloy1711g meanings:
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S B
127 6 --- s
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(a) "Coi7f rmatioii of the pliiii **i7ieiiiis coilfi'1;?.itioii of
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the plan ofadjustnient pursuant to Section 943 of Title 11
�>
of the United States Code.
4
(b) "Cocintti•"means the Cou12tV of OrallCe.
(c) -Investment pools. case" n2eans Erse NO.
fi
S.-1-94-???i3JR in the United States Bankraptci • Court for
i
the Central District of California.
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(d) 'Pending case P.means Case .V o. S4-94- -2-227-2;IR iii
9
the United States Bankruptcv Court for the Central
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District of California.
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(e) "Plan ofadiustment"meansa plan ofadiusti?lent
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as that term is used in Sections 941 and 942 of Title 11 of
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the United States Cade: that contains provisions
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substantialli.similar to the terms of the count s• consellscis
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recoverg• plan, as snecif ed in the Joint .4 greernent of the
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Coun t i • of Oran ae, the Official In t •estm en t Pool
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Participants' Committee and Each Option .4 Pool
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Participant for Resolution of .-ill Claims Against the
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Counts• of Oranze. September 6..1995.
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(f) -Specified counts, officers "means the treasiirer-ta.l-
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collector, auditor_. chief executive •e officer. and assessor.
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(g) "Trustee" means the person appointed bY the
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Go -ern or pursuant to Section 30701.
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' 30401. (a) If the count • has not filed a plan of
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adjustment i ith the bankruptel• court bi-JanuarV1.1996.
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the Covernor 'may • appoint an individual to ser' ve�.as
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trustee of the county . The appointment mas• occur at anti-
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time after Januari• 1.1996.. until coil firination of the plaJi.
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Not %i fthstan ding the time1i-filing of plan ofs djustin en t..
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the Governor shall appoint a trustee if .the Governor
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determines that. as of_11a I.1,1996. or an + • date thereafter.
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the parties specified below have failed to reach
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substantial agreement on the terms of the plan of
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adjustment and the timel v confirmation of the plan
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appears unlikely. Before reachh2c ' the foregoing
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determination, the Governor or hi's or her designee shall
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flIrstconsult iiJth (1) the specified counts•offcersiInd the
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board of supervisors, (2) the Official Committee of
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Unsecured Creditors o f the Co un t t • of Orang e appoin ted
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in the pending case. and (3) the Off ddl Colnlliittee of
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s
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S B 1276
x� of
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Investment Pools Participants - appointed In the �
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investment pools case. The trustee ]s a public off call of
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the state and shall serve .at the pleasure of and is
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responsible to. the Governor.
No.
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(b) The trustee shall have recognized eipertise in
J.for
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management and public flnialace.
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(c) The trustee shall report to the Go1'ernol• oil actions
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taken kv the counts• to irlstrtute a flMnChIl pJJ12. to
trr1
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irnplernenta balanced budget. and toresoli•e thependng
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case. including actions to reduce count+• expenditures or
eat
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Increase countl 'ret-enuesidlld theamoul7t oftherestllting
1 of
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expenditure reduction and Tel-enue increase. .
'olis
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-(d.) The trustee shall pros ide an annual report to the
,sirs
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Legislature concerning the financial offairs of the co, unti
the
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(e) The trustee mar.institute a financial plan for the
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counts• if the counts, ails to present a balanced budget.
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(f) In implementing a financial plan for the counts;
the
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the trustee m,?- ► • e.; ercise gall necessarz • and appropriate
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powers of the counts• board ofsupert isors. subject to the
i ta,r
d )
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same legal limitations that appl s • to the board of
isors.
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sup eri
*he
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(ga) The trustee shall exercise the powers granted
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pursuant to this chapter for an emergenci period that
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ends upon the adoption. after the appointlnent of the
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trustee; of tiro consecutive balanced final budgets and
as
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achievement of tivo positive audited find balances• as
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determined Uti• the Governor or his or her designee.
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30402 (a) If a trustee is appointed pursuant to this
.nt•
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chapter. all potters grafted to the cow2ty board of
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supervisors. includingbut not limited to. those powers
er.
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granted b1• Section 29, 30.5. shall be » ithdrairn .and
`ch
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delegated to the trustee. However. the trustee mil*
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pro ide for the continued exercise of all or specified
b~- the board ofsuperi isors. Further. the
an _
poit-ers trustee
a
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shall o� ersee the pending case and ma � • exercise the
all
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, county right to file J plan of adjustment.
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(b) Ifatan'v time. in the discretion of the trustee. after
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consultation ii ith l]% the specified counts•officers and the �
?d
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board of " supery isors. - (2) the Off vial Committee ttee of
of
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Unsecured Creditors of the County of Or;71) ge Appointed
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ill the tT &I1d11]' CdSe. 111d (3) the Official Committee of
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II7v estmeJ1t Pool AirticJpants app0117ted in thf
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iny'estment pools case. the trustee determines that the
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con tin zled exercise of specified poiv•ers by the board of
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supery isors is not conducive to the most effective iwtion
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for resol v in a the pending case. the trustee shall rea ssiune
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those povv •ers.
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(c) L`pon termination of the eMergenet• period
s
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specified in subdiv ision (g) of Section 30401 al/ poII -ers
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otherwise gram ted to the board ofStJperl iSOrs sh;111)-e i -ert
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to the board of = upery isors.
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30403. (a) The trustee ma v • elnplo v • ail y - rtaf f
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necessary- to assist hill or her.
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(b) ?•'o facilitate the appointment of the trustee and
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the emplov•inent ofani- necessary• staff. for the pinposes
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of this section, the! trustee is exempt from the
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requirements of .-article 6 (commencing vyith Section
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999) of Chapter 6 of Division 4 of the Military- and
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Veterans Code and Part Z (commencing yvith Section
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10100) of Di y isi on 2 of the Public Contract Code.
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(c) Not: i ithstan ding an v other provision of la vv : the
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trustee mat • appoint employ ees of the state to assist the
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trustee for up to the duration of the trusteeship. The
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salary and benel `ts of the employees shall be estavlished
by the trustee 2nd paid by the county. During the time
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ofthe appointment. the ernploveesshaIIbe deemed to be
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emplov ees of the county• but sha11 remain in the saA'ie
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retirements -stem under the saineplai2 asifthe en2p101•ee
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had remained an employee of the state. Upon the
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expiration or termination Of the appoi)2tMeJ2t. the
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emplo v •ee shall have the right to return to his or her
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former position. or to a position at substantial) I • the sa112e
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level as that position; vv ith the state. The tune served in
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theappointrnentsha)]becountedforallpurposesasifth0
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emplol•ee had served that time in his or her fOTMer
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position with the state.
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30404. ta) ?-he trustee ma v • Issue or execute and
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deliver for and in the name and on behalf of the cou13tv•.
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en,i • of.the folloit ing forms of debtor other obligations:
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S;
2
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f
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7
j
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-
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1
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SB .1276
(1) Notes, trix anticipation ttarrants. or , other
elidences of indebtedness pursuant to .-Article 7
(commencin c 111 th . Section J35.20), Article7
(col)?rnencing with Section 53840); or. Article, 7.6
(commencing with Section 53850) of Chapter 4 of fart 1
of Dix- Sion 2 of Title j.
(2) GTarlt anticipation notes pursuant to Article 7. i
(corninerrcing tt ith Section 33839) of Chapter 4 of Part I
of Dr v lsi on 2 of Title J.
13) Revenue bonds pursuant to Chapter 6
(commencing tv•ith Section 34300) of Part 1 ofDit isiori 2
Of Title 5.
(4) refunding bonds pursuant to .article 9
tcoinmend4c, with Section 53330) or' Article 10
(commencing iz ith Section 63570) of Chapter 3 of Part I
of Dix -i si on 2 of Title 5.
(5) Certif ca tes of participation or lease re v en u e
bonds to f }range the lease or lease purchase of pTopert
and for this purpose mai- lease properti for and in the
name and on behalf of the County of Orange, to or from
artt. other public or Prix -ate entity
(b) If the trustee issues notes. tax anticipation
warrants: oranYotherevidence ofin debtedn ess or other
obligation pursuant to subdii ision (a), the trustee mat.
provide —in the terms of the issuance, for thepledge ofan►
taxes. incorne. revenue. cash receipts,'. rents, or other
moneys of the counts; including moneys deposited in
inactii-e or term deposit accounts, or rights.to receh-e the
same, to the extent that the taxes income; revenue. cash
receipt_. rents. or other money s could hate been used to
pat•principalorinterestontheissuance. Theprioritvand
perfection ofthe pledge shall be got -ern ed b t • Chapter 5.5
(commen cing i; ith Section 3430) of Dix ision 6 of Title tle 1.
30403. (a) If a trustee is appointed pursuant to this
chapter. the trustee mat, assume and exercise, soleh• to:
the extent necessarz• to pre t-en t denial of confirma tion of
the plan of adjustment and consistent tvith the interests
of the state to promote the timeh• confirmation of the
plan. thefollott ingspecif'ed povv•ers of those cities. public
districts. or other got •ernmen tal agencies holding cjaims
1
against the cotu}ty-based upon investment losses incurred
S 1
or derived from the -failure of the Orange Counts-
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112 s •zstlr. e11 t Pools:
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(1) The authority to tote to accept or reject the plan
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ofadjustment filed bv the countsp in the pending case, or
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to change or vtithdraiv such an acceptance or rejection.
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(2) The authority to subordinate or otherssise
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F,
restructure the claims specif ed in thissubdit ision against
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the count~•.
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(3) The authority• to take actions in the pending case
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that are consistent with the timer- confirmation of the
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plan. -
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(4) Other powers that are necessart• and proper to
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execute the authority conferred by this section.
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(b) In exercising the authority conferred b t •
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subdivision (a), the trustee shall be serving the public
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purpose of a speeds• and just resolution to the pending'
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case. To that end, the trustee shall not act in a manner
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inconsistent it ith the fair treatment ofani*parties subject
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to this section.
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30406: The pros isions of this chapter are set-erable. If
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an t • provision of this chapter or its application is held
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in t alid. tha t in i •aliditv shall not affect other pro v isions or
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applications that can be given effect it ithout the invalid
-is-ion
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pros or application.
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SEC 4. Section 2128 is added to the Streets and
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High ss a s s Code, to read.•
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2128. (a) -Votss ithstan ding any other pror lion of
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this chapter, the apportionments that would be made to
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the Counts• of Orange under this chapter shall be
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apportioned as follows:
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(1) The Orange County Transportation r1 uthorltti •
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shall be paid one million nine hundred sixteen thousand
six hundred six ty*-seven dollars (81, 916 667) during each
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calendar month commencing juts • 1997. and ending june
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2013.
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(2) .411 remaining apportionments shall be paid to the
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countvat the tune each apportionment would have been
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made to the counts :
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1 (b ) Subject to subdivision' (c) . this section shall �'
2 become operative Jtrlt. I. 1997. and shall become
3 inoperatii e on June 30. ?DI2 calld. as ofJaimari • 1. 2013. is-
4 repealed. unless to later enacted statute. that becomes
5 operati t •e on or before j an wart • 1. 2413. -deletes or extends
6 the dates on which it becomes inoperative and is
7 repealed
8 - (e) This section shell not take effect unless rand until
9 (1) a pJair of adjustirlelrt is confirmed iir C75`2 NO.
10 SA-94-222- 72JRIn the L12itedSt.ltesBJj) rIlptcl• Coort for
11 the Central District of Craliforni a . or (2) -a trustee is
12 appointed pursuant to Chapter 10 (coinmencing with
13 Section 30400) ofDi l i lion 3 Of Title 3 Of the Government
14 Code.
15 SEC. 5. The LeQiskture hero i • finds and declares
16 that a cr 2eral statute. within the meaning of Section I"
17 of --article Il' of the California Constitution. cannot be
18 made applicable due to the uniquell• severe fiscal crisis
19 be nc experienced lit• the Counts• of Orange. and that. k..)
20 therefore, this special statute is necessart
21 SEC. 6. T1re pro t isions of this pact .are se t e.111ble. Tfan }
22 pros Isioi2 of this act or its applic.ItiOla rs held iaas .alit= that
23 in►'aliditi• sh�dll not affect other provisions or;avplir.ition.-
24 that can be given effect without the in s alid pro► ision or-
26 application. �
26 SEC. 7 This pact shall become opera t •e on1 v ifSen.ate
27 Bill 12/ of the 1995--96 Regular Sessiolr. Sendto Bill S6-3 of
28 the 1993 96RecularSession; ,,?iid.4sseilrbli-Bill1664 ofthe
29 1995-96 Recrular Sessiolr are all enacted ;and beconic,
30 opera th-e'w or before januart• 1. 1996
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q 0 0
PROPOSED CONFERENCE REPORT NO. 1
SEPTEMBER 13, 1993
AMENDED IN ASSEMBLY JULY 12, 1995
AMENDED IN SEN ATE M AY 8, 1995
SENATE BILL
No. 863
Introduced by genatef-s Gr-aven eftd Killea Senator Craven
February 23, 1995
An act to amend �_ ns 8e e� _e� enrd t�� �
Seetiens
900.6
999.9
Gevenment Grede, to eetint+ ewes: add Section
29141.1 to the Government Code, to add Section 33670.9 to the
Health and Safety Code, to add Section 96.16 to the Bevenue
and Taxation Code, and to amend the Budget Act of 199.3
(Chapter 303 of the Statutes of 1995) by amending Item
6110 230-001 of Section 2.00 thereof, relating to local
government,. and making an appropriation therefor.
• LEGISLATIVE COUNSEL'S DIGEST
SB 863; as amended, Craven. Getanty nry Local
government.
(1) Existing law establishes various procedures and
requirements tr th respect to the annual allocation of ad
valorem property tax revenues derived from the ad valorem
taxation of locally assessed property.
This bill would modify the computations and allocations
made in the County of Orange to reduce the property tax
allocation to a flood control district anda harbors, beachesand
Parks fund bY S4;000,000 each and require allocation of
SB 863 --?--
mones s equivalent to Matreduction to the County• of Orange
for each of th e 1991--98 to 2015--16 fiscal ears.
This bill ii-ould require the Orange Countv•.Redev elopment
Agency • to transfer S4,000,000 to the general fund of the c
Count' of Orange in equal installments tssice a near for a
period of20 years. <
(2) This bill is ould require the County. of Orange to display
a specific notice on its property tax bills regarding the counts, f
recos erv; thus Imposing a state -mandated local program. <
(3) Item 6110- 230-001 ofSection 2.00 ofthe Budget .4 ct of +
199, contained an appropriation of moneys to the State +
Department ofEducation for transfer to Section A of the State
School Fund for allocation by • the Superintendent of Public !
Instruction to school districts, counts- offices of education, and
other agencies for the purposes of specified educational
Programs.
This bill ss ould amend the Budget .4 ct of1993 by amending
Item 6110-230-001 ofSection 2.00 of the Budget .act of 1995 to
provide that of th e fun ds allo ca ted from thatitem for purposes
ofhome-to-school transportation, 54,000,000shall be allocated
to the Alameda Counts • Ofilce of Education for the purpose
of purchasing -transportation services for elem en tar y . and
secondary -pupils on a one-time emergency basis.
(4) This . bill would sever er ark y • pro y fision of this bill that is
held invalid, but that ins alidits• would not affect other
pro s isi ons or applica ti ons that can be gi ti en effect u-ith ov-t the
in v alid pro s ision or applica ti on. '
(6) The California Constitution requires the state to
reimburse local agencies and school districts for certain costs
mandated by the state. Statutory' provisions establish
procedures for making. that reimbursement, including the
creation of a State .Mandates Claims Fund to pa i • the costs of
mandates that do not exceed S1,000,000 stately ide and other
procedures for claims whose staters ide costs exceed
S110001000.
This bill ss ould prof ide that. if the Commission on State
.Mandates determines that the bill contains costs mandated by
the state. reimbursement for those costs shall be made
pursuant to these statutory prosisions.
96
— 3 SB 863
fl' (6) This hill would declare that its provisions would onit•
become operative if SB 727, SB 1276, and .4B 1664 of the
1996-96RegularSess3on are enacted and become operatic e on
orsbefore january 1. 1996.
iti�ting i''x`S'S' . L .� r..y - Z= IC Vim" i + • • a ' r 1, .1T�
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re
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effiees enr
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M.+fir`• e:: ����Zb vV• t�lA.r�y1{33i�"" • • reitd
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�..��
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0
h �ll.ti .,L r.
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Vota
e: majority. appropriation: fte ves. Fiscal committee: f:e
Yes. State -mandated local program:•" ces.
The people of the State of California do enact as folloii-s:
7
SB S63
—4—
I SECTION I. It is the intent of the Legislature in
2 enacting this act that the Orange County- Transportation
3 Authority continue to cam• out the purposes of the
4 .1fills- AIquist-Deddeh .4 ct (Chapter 4 (commencing ii ith
5 Section 99200) of Part 11 of Division 10 of the Public
6 Utilities Code) as set forth in Section 99220 of that code.
7 In particular, the Legislature intends that the pros isions
8 of this act shall not be utilized to justify- reductions in
9 existing bus and paratransit services. It is further the
10 intent of the Legislature that, prior to january • 1.1995. the
11 Counti • of Orange and the Orange Counts.
12 Transportation .4 uthority •report to the Legislature on the
13 steps taken to maintain adequate public transporration in
14 the Coun ti • of Orange.
15 In enacting this act; the Legislature further recognizes
16 that the County• of Orange has developed a Consensus
17 Counh-Becov-ery-Plan thstitillpermitthe pal -in entofa11
18 ahoy; d vendor and labor claims and the repayment of
19 indebtedness oiy ed bv• the county due in the summer of
6. - - 20 199
21 SEC. 2. The Legislature herebl-finds and declares all
22 cf the folloyi ing:
23 (a) The Counts' of Orange c overnmentlackssufficient
24 resources to finance an acceptable plan of adjustment in
25 its pending bankruptcy case.
26 (b) OnJune271995, the v•otersofthe county-defeat�,d
27 a proposed sales tax increase, indicating the public's
28 u n willingness to raise n e u • re •enue to finance a plan of
29 adjustment.
30 (c) It is in -the interest of the state and all public debt
31 issuers it ithin the state to enable the counts. to finance an
32 acceptable plan of adjustment in order to improve the
33 credit standing of California public debt issuers and to
34 p: eserte and protect the health, safeti; and ct•elfare ofthe
35 residents of the' counts, and the state. To that end,
36 successfull i, resolving the county bankruptcy • and
37 restoring the financial position of Orange County
38 government and thereby• permitting the full
39 performance under the county •'s indebtedness is a 112atter
40 ofstateii ide interest and concern.
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0
1
2
3
4
J
6
1
8
9
10
1I
I'
13
14
15
I6
1�
16
19
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21
22
23
24
25
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27
26
29
30
31
32
33
0 34
35
36
37
38
39
n 'S I
- - 61
-- — SB 863
(d) In the absence of some alternative source of
revenue not now at ailable to the counts; resources from
other governmental units within the county must be
transferred to the county to enable it to prepare, and
obtain confirmation of. an acceptable plan ofadjustment.
(e) The transfer ofresources to the counts, should be
designed to minimize the impact on affected entities.
(f) The emergence from bankruptcy of the county
through the confirmation of an adequate plan of
adjustment ti ill assist in the effectuation of the primart -
purposes of the Community Redevelopment Lai; • (Part
1 (commencing it ith Section 33000) ofDivision 24 of the
Health and Safety Code), including job creation.
attracting new private commercial investments. the
physical and social improvement of residential
neighborhoods. and the provision and maintenance of
loan= and moderate -income housing The attraction of
new businesses to redevelopment project areas depends
on the evlstence of an effectit •e countt•goi ernment that
is not burdened bY litigation and other requirements of
a bankruptcy, proceeding. The payments to the county
pursuant to Section 33675.9 of the Heath and Safett• Code
benefit redei •elopment project areas and are deemed a
debt of the Orange Countv Development AgenctP to
repay• the counti-for such general and specific benefits to
theredet-elopn entprojectareaspreviousl%•provided bli-
the county-•.
SEC. 3.- Section 291.11.1 is added to the Government
Code, to read:
29141.1. The propertt, tex bill in the iCounth• of Orange
shall include a statement with language to the effect that
a portion of the taxpa t-er' property, taxes mat P be used to
implement the county• recovers• plan to emerge from
bankruptcy . This section shall not be required after these
revenues are no longer needed for this purpose.
SEC. 4 Section 33670.9 is added to the Health and
Safety Code, to read:
33670.9. (a) Fora period of20 :ears commencing on
juts? 1, 1996.. the Orange County • bey •elopment AgeI2CI -
shall transfer to the general fund of the Counts • ofOrange
ss 863
IN+�
1
an amount equal to four million dollars (S4,000.000, a rear
1
2
in two equal installments on June 16 and February• 15 of
2
3
each near. The Orange Count+, Development Agency
4
shall not incur and• obligation with respect to loans,
4
5
advances of money; or indebtedness, whether funded,
j
6
refunded, assumed, or otheryvise, that would impair its
6
7
ability • to make the foregoing transfers or th et would
8
8
cause* the foregoing transfers to violate Section 16 of
9
Article X .I of the California Constitution or subdii ision
9
10
(b) of Section 33670. Funds allocated to low- and
10
11
moderate -income housing pursuant to Section 33334.2
11
12
shall not be used for purposes of this section.
12
13
(b) This section shall not take effect unless and until
13
1•1
(1) a plan of adjustment is confirmed in Case No.
14
15
Sr1-94-222i 2JR in the united States Bankruptcy • Court for
15
16
the Central District of California or (2) a trustee is
16
1 7'
appointed pursuant to Chapter 10 (comm en cin with i th
17
18
Section 30400) ofDiy ision 3 of Title 3 of the Goy •Fr nmei2t
18
1 a
Code.
19
20
21
SEC. 5. Section 96.16 is added to the Revenue and
Taxation Code; to read. •
i
20
21
22
9616. (a) Not i i ithstan ding any• other pros i;ions of
22
23
this chapter, in the County• of Orange, for the 1996-97
23
24
fiscal near, the amount ofproperty• tax revenue deemed
24
25
allocated in the prior fiscal near to a flood control district
23
26
or a harbors, beaches and parks fund shall be reduced b i •
26
27
four million dollars (S4,000,000) each, and the amount of
27
28
property} tax rey enue deemed allocated in the prior fiscal
28
29
year to the county shall be increased by, an amount equal
29
30
to the combined amount of those reductions. For each of
30
31
the 1997 98 to 2015-16 fiscal ti ears, inclusive. the auditor
31
32
shall allocate property, tax rev -en uesin those amounts that
32
33
fully reflect the modifica tions required b y • the preceding
33
34
sentence.
0
35
(b) For the 2016-17 fiscal ;ear and each fiscal year
36
thereafter, the auditor shall allocate property" tax
37
revenues in those amounts that would be determined if
38
subdivision (a) had not applied to an prior fiscal i ear.
39
(c) This section shall not take effect unless and until
40 (1) a plan -of adjustment is confirmed in Case No. 0 0
y6
SB 863
1
5.3-94-22_972 jRin the United States Bankruptet-Court for
2
the Central District of California or (2) a trustee is
3
appointed pursuant to Chapter 10 (commencing with
4
Section 30400) ofDit ision 3 of Title 3 of the Goc•ernment
5
Code.
6
SEC. 6. (a) In implementing Section 96.16 of the
7
Rei•enue and Ta.aation Code, the Counts -of Orange shall
8
not adversely affect Santa Ana Ricer flood control
9
projects.
10
(b) If anti• of the revenues from the property• tax
11
reallocation specified in Section 33670.9 ofthe Health and
12
Safett, Code or Section 96.16ofthe Be -en ue and Ta.vation
13
Code are n o t forth coming. the Countc•ofOrange shall use
14
countc• general fund moneys to cover ant- resultln.$
15
shortfall. as necessary
16
SEC 7 Countv•revenues in the amount of the
17
rev-enues allocated, transferred to, or deposited with, the
18
Co un t c , of Orange pursuant to the provisions of this a ct.
19
shall not be used or e.ypended for anv purpose other than
20
21
the satisfaction in full, adequate provision for the
satisfaction in full. or other consensual treatment of the
22
outstanding and allowed claims of countc• vendors.
23
employees. holders of short-term debt of the countc..
24
holders of certiRcates of participation of the county on
26
account ofpast due lease obligations, holders ofexpenses
26
ofadministnWon in the countv'5 bankruptev case, or costs
27
and expenses ancillary to the satisfaction of these claims;
28
and othery;ise to perform the county obligations
29
pursuant to a confirmed plan of adjustment.
30
SEC. 8. Item 6110-230-001 of Section 2.00 of the
31
Budget .act of 1995 (Chapter 303 of the Statutes of 1995/
32
is amended to read.-
33
eo
4 Is
�.k
S11 963
-6-
1
611C-230-001--For local assistance, Depart-
C)5
1
2
ment of Education, (Proposition 9S? for
3
transfer to Section A of the State School
3
4
Fund, for allocation by the Superinten•
4
5
dent of Public Instruction to school dis-
5
6
tricts, county offices of education, and
6
7
other agencies for the purposes of the
7
8
Proposition 95 educational programs
6
9
funded in this item, in lieu of amounts
9
10
otherwise provided by statute ..... 2,017,SO4.000
-
10
11
Schedule:
11
12
(a) Programs ......... 2,017,804,00)
12
13
(b) Reimbursements .. 0
13
14
Provisions:
14
15
1. The Superintendent of Public Instruction shall
15
16
take action, in a manner consistent with state
16
17
policy as expressed in statute and' with the
17
18
purposes of this act, to ensure the orderly
18
19
administration of state -funded education
19
20
21
programs conducted by local agencies. The
1995-96 fiscal Year allocations of state aid for
20
21
22
these programs shall be in the same amounts
22
23
as the 1994-95 fiscal year allocations, adjusted
23
24
as appropriated to reflect changes in other
24
25
state, federal, and local revenues, and the re-
.
� 25
26
direction of supplemental grant funds to y
26
27
categorical programs pursuant to Section 1 5 of -
L 27
28
Chapter 703 of the Statutes of 1992. The
28
29
Superintendent of Public Instruction shall
29
30
apportion funds from the program allocations
30
31
to each school district, county office of
31
32
education, or other agency in a manner
32
33
consistent with the policies, formulas,
33
34
regulations, and statutes governing those
�
� 34
35
apportionments, including the appropriate
35
36
program provisions set forth in Senate Bill 89
36
37
of the 1993-96 Regular Session as amended in
37
38
the Senate May 30, 1995. If the funds are less
38
39
than the amount neces- sary for these
39
40
progra'ms, the superintendent shall apportion
40
515
-9—
Ole
1
the deficiency on a proportional basis across
2
all programs. If the funding provided by this
3
item is greater than the amount necessary- for
4
these programs, the Superintendent of Public
5
Instruction shall direct that the excess funds
5
be transferred by the Controller to the State
Instructional Materials Fund for the 1995-96
8
fiscal year for the purchase of instructional
1
9
materials for kindergarten and grades 1 to 6.
10
inclusive, or grades 9 to 12, inclusi%-e.
11
2. Notwithstanding any other provision of law.
12
not more than 15 percent of the amount
13
apporticned to an%- school district, count%'
14
office of education. or other agency under this
•
15
item for any, program may be expended by
16
that recipient for the purposes of any other
17
program for which the recipient is eligible for
18
funding under this item, except that the total
19
amount of funding allocated to the recipient
20
under this item that is expended by the
21
recipient for the purposes of any p: ogram
22
pursuant to this item shall not exceed 120
23
percent of the amount of state fundint:
24
allocated pursuant to Provision 1 to that
0
25
recipient for that program for the 190.3.96
26
fiscal year. `
27
3. The educational programs that are not clizible
28
for funding under this item are those
29
programs funded by the following items of the
30
Budget Act of 1991 (Ch. 118, Stats. 1991 p :
31
items
32
6110-001-001, 6110-001.17 8, 6110-001.2.31.
33
6110-001.231. 6110-001.344, 6110-001-55 7 .
13
34
6110-001.890, 6110-005-001,6110-006.001, 6110
35
-006-814, 611 a-008.001, 6110-015-001. 6110-
36
021-001, 6110-101.001, 6110-101.814. 5110-101
37
-890, 6110-106-001, 6110-113-001, 61 l n- f 1
38
001, 6110-128.890, 6110-129.001. 611 i i -1;fi-
39
890, 6110-141.890, 6110-152-001- 6110
40
-156-001, 6110-155.001. 6110.156-'�4{l- IN I.16
l r►
N 5 aQ
_ 10 ---
0-001,
6110-161-001, 6110.161-890, 6110-165-001,
6110-166-890, 6110-171-178, 6110-176-690,
6110-161.140, 6110-183-690, 6110-196-001,
6110-196-890, 6110-201-890, 6110-202-001,
6110-225-001, 6110-226-001, and 6330.101-
001.
4.1otu-ithstanding any other provision of la%v, in
the case of the Oakland Unified School
District, the Controller shall identify the
1993-94 fiscal year as "the first full year of
operations" for purposes of Section 42 247 of
the Education Code, provided that the
amount of audited costs approved by the
Controller for the first full year of operation
shall not exceed S9,700,000.
5. The reduction of the maximum allo.%-able
buildin-g area for each applicant school district
pursuant to Section 17746.8 of the Education
Code shall be a permanent reduction to the
district's eligibility for funding under Chapter
22 (commencing with Section 17 700) of Part
10 of the Education Code. To the extent
feasible, the reduction shall be applied to
district projects that represent the same grade
levels of the pupils for a-hich the district is
claiming funding pursuant to Section 42263 of
the Education Code.
6. Local education agencies may use the authoTit}-
granted pursuant to Provision 2 of this item
to provide the funds necessary to initiate, to
continue support follo%ving the three-year
state grant period, or to expand, an existing
Healthy Start program pursuant to Chapter 5
(commencing vdth Section 58UJ) of Part 6 of
the Education Code.
7. Notwithstanding Provision 3 of this item, local
education agencies may use the authority
granted pursuant to Provision 2 of this item
to provide the funds necessaT%' to initiate a
0
•e
• o
o •
• o
_ 11 —
1
conflict resolution program pursuant to
2
Chapter 2.5 (commencing with Section
I
3
32260) of Part 19 of the Education Code.
4
S. The amount appropriated by this item includes
5
funds for the Environmental Education
6
Program established by Chapter 4
7
(commencing .with Section 5700) of Part 6 of
8
the Education Code and the School Based
9
Management Program established by .article
10
12 (commencing with Section 44655) of
11
Chapter 3 of Part 2)5 of the Education Code.
12
9. As a condition of receiving funding under this
13
item, by January 1, 1996, each school district
14
that receives reimbursement for the costs of a
15
desegregation program shall submit to the
16
State Department of Education a baseline
17
profile of all schools supported %with that
18
funding. This baseline profile shall include for
19
the preceding three years, or from the
20
inception of its program, v.-hichever period of
21
time is shorter, all of the following
22
information: (a ) available indicators of pupil
23
success at those schools, such as test scores.
24
graduation rates, or dropout rates: (b) an
25
indication of whether the desegregation
26
programs in question were entered}into
27
voluntarily or for a court -related reason such
28
as a consent decree; and (c) available data on
29
the ethnic distribution of pupils. A school
30
district mad• submit evaluation reports that
31
already exist or are otherwise required by a
32
court to comply ~with this requirement,
33
provided that the reports contain the
34
information specified above.
35
10. For purposes of Section 42263 of the
36
Education Code, the statewide average cost
37
avoided per pupil for the 1995.96 fiscal \.ear,
38
shall be the amount determined for that
39
purpose for the 1994.95 fiscal year. plus an
0 0
SB 663
+ r
S11 863
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
— 1 2 --
amount equal to 2.73 percent timer. the
amount determined for the 1994.93 fiscal x-var. `
11. The Legislature finds and declares that the
amount of 42.04S,633 received by the San
Francisco Unified School District for the
1991.92 fiscal year as an overpayment
constitutes full and complete payment to the
district of all claims for desegregation cents for
the 195 =-Sj. 19S3.86. 19S6-5 , . 195r -5S. 1985-S9.
and 1989.90 fiscal years.
12. Of the funds allocated from this item for
purposes of 12eme-to-school transportation.
S4,000,000 shall be allocated to the Alameda
Counts• O,Tjce cf£ducation for the purpose of
purchasing tr 2nsportation services for
elementa. ►- and secondary• pupils on a
one-time emer xenct• basis, including the
purchase of such services from a transit
district as defied Jr. Section 2450.7 of the
Public Utilities Code.
SEC. 9. The Legislature hereby- Ends and declares
that a general statute: ii ithin the meaning of Section 16
of .-article I1' of the California Constitution. cannot be
made applicable due to the uniquelt- set ere fiscal crisis
being eAperienced bt, affected local agencies and that,
therefore, this special statute is necessary . ;
SEC. 10. The provisions of this act are sey-eravle.'If
any pro ision of this act or its application is held in alid.
that invalidity shall not affect other provisions or
applications that can be given effect without the invalid
provision or application.
SEC. 11. Notwithstanding Section 17610 of the
Government Code, if the Commission on State .11andates
determines that this act contains costs mandated by the
state, reimbursement to local agencies and school
districts for those costs shall be made pursuant to Part 7
(commencing u ith Section 17 00) of Di y ision 4 of Title
2 of the Government Code. If the stated Jde cost of the
claim for reimbursement does not exceed one million
0 0
0 0
0 #
• 0
96
n
0
— 13 _ S B 863
1 dollars (91,000,000), reimbursement shall be made from
2 the State Mandates Claims Fund.
3 Notwithstanding Section 17,580 of the Government
4 Code. unless otherwise specified, theprovisions isions of this act
5 shall become operative on the same date that the act
6 takes effect pursuant to the California Constitution.
7 SEC. 12. This act shall become operative on1v if
8 Senate Bill 727 of the 1996-96Re9ular Session, Senate Bill
9 1276 of the 1995-96 Regular Session; and Assembl v • Bill
10 1664 of the 199,-96 Regular Session are all enacted and
11 become operatic e on or before January 1, 1996
12 is . en t-e -.-&-ae-
13 -M39&-
14 r-e .. fC"r ee s tre .ate 6ff e�r-ter-;the eeeup-ant
15 e. to ys . ..: eiiee need sess any @F sk e
16 N.:.'
1/}7�( �*e e�eer �e :,slue: a if 3 of the
.• .,� a . Life mV i•
19 = -.N*-e fie -a; enei3olies �e e44 eir Oh.e e€fie-e:
i •.r M. r1..... .y-
23 eet._,.,+d a �.r� t-e essu!:e a
24 Oiwez eeeuettnt. of 61-te effiee ete ba ed- tieen e, t r. .ex }
25 rs♦ . N eds-tee. ;
27 een5elidNafReV rV 4I Metiee M..0 . • V.
28 the �-e of whtieh a l:ee:3--re; .... , ef :.,..:-s
30 SE2- Settie ,26939 of the ram. -ey--. w, en Gede is
31 arr"..'e'+e read,,
32 2 SG: The beard 4 _ r ez aeN- eetintN!nay
33 O�e efiiee e' dir-eetei- e€ finenee.
34 -i �;-e :-d ef subffiit to t?ae
35 . _ c ♦ , r e€ the eeep.t+ the mien et whethey the effi e e
36 of d4fet of finanee Aeul. 13-e „stabli5h .7. If a et
38 N b 1 i _ h..e e 4e effiee , t-he
39 ,b�- e_d: e! eaz e 4it effiee-
_.,
S B
863 --- 14 —
llqN
3
if e 5 al l; s te a , eh4a Jae eleet:}e; et appeinted = ILIXT—C.;
4
r
beard ef a _ . If s ffiajerier en
j
the ie f �i �e e 'e eleeti'r� Ore L
Vofr
}
I
+
. {en eleetiN;.e ene.
8
'e}l/.
be appeinb*-4-he beayd
Qstip..
. r r
•:_., . e= )ae -aea .a:.aa}., f� �ir :, rf� ee e'f
11
-
r ra aa.. • V i . • r ehapter,�_.�{y/�i• .. M er r
1�
y�_.►she l}1. �l/.i•.i.T
.�
-�+4Fv�
r-a a r_ .V..r aliac-
� � e ffiee V` � '�1 M►V+ Vi 1a+,w..V 1_
t13 EC.rSeetien ?7000£is added 4-re C;eN"e-!;n!nent
14.
rede, te yezad.Ph-ea
�
• e a -/►.I
16
?-�. s bee-et�e �N-e ear :-R .hs= r_,,, ,., }; e -
� v w�'•'•'�'fy/.irM:�'4�y�,
I
11
}l}`{ a��•�.A• C��.�F ��y��.�yL��i �_.►1F/� 1��.�rw••
� • • a.� ne - •+ate. ftf-sl VµV� �/+ ♦lye. aa... •/.
18
dec-laratian ef eandidae--�: fer the elfe of eetinty
p
4e-.k- ee11,.et,._- er eeent4- ra.r. Ata-m.
20
e e 11 e e It, ,.. e -35e of . Z t f-4 f
, r r
22
era:..a._ of the5e seelrien�. :Fhat
23
b
era:..,..,�,._� � � #fie hnL.M� er -=.. _ ......� •a. r•. \.• r. - Ora. • .. V. • M
24
25
ems- L .•• i e .
4-S-- tiers 2N 3s added :e the r-,,.'t:n: ne.x
26
.,
. �
Gede, �e read!
ti
27
^. „ �-e persen shall her..rker 13-e . le
28
eleetiene j..ret . #e .' eff�ee of ee *} }: a5ti e.,
29
� elle .t„_, e� treas _efl� .fie= of
30
�Lt�
en r- .ems $n N er t77 C - 4 c �
31
- �e -r en �s tinf5ee
32
xnanacgement pesitien in a eate r , ems; of ethex
33
Y==y�rp==- ==='ibis k
p *,rLM s�� lye
(9 0
p�e}-
♦�•y _ a
e eft tin ti �.JL a 1
35
� � }re curet � �$'K-
36
audiierin„a_ }± ,.,, ., _: e-. the ehiea-ft a55iitant in
37
these �
38
Q ��
f �. r - fi • alid beee M1a..= VN.h.
39
eei: ,a:;_�- .e.
. e ffem an :'..,.1 '�
. e� r , we
.
!
40
„n;,-t t'.41 eli-V 4 +I:te fellewifrg fri=-e-r fields ex +�
r-si
FIR
SB 863
2
------------,eeeett} : of s t:elated field.
b,
4
th-e 1_ 'r, l i f e : n State B e • d e Ay.etantyng a la Nto
el am. ywi
sy,
`.} J}
6
a 4 �e � �e;�.
ii . +T
8
preetiee $i-; ,e eet:ti.;ed publy�i e = .n-�..-�_ n `.-:
yr r z + 4 ^
-ed
10
ln5titute e . N d Fina.geir4 - .._, . r1 e
11
persen #e be tdle-sicecn,atee e r-t, ,...t , fed l r, o a, A; ,.. l An-a-IN-5t,_
12
re-. 6fieate :r
'te,, The per5aan Aaealid
13
thre Treta5tirifig . t, nar ,.... A. t Arsee ti...
14
a ♦ e be deEigna anagg A..
15
rid (e \yam y� } p��'
�a��.
♦� l i45 n Via+• '�a lV .v . ♦i 4-
17
eell A1sie f. Vi ee;e i ` • ♦i 4 astai \ri �. ,. tef aftd ettaa.w;1-
# e �:ee e . nea 4;
118
19
.�+��a+ggg ,_yet }998.�
�r�1+`.�& tier 2r' ii � �V •1-L I -N;e! .!nenr
20
Eede, -e rem-
21
2;099.8. Art.► - dt4�-; eleettedeee } := ====-= == s eettntT
22
tea e„lre,,...!:, e=. ec-,an'tv .ar,:. he:-.,T a} i sevc-in5? in
23
A r� en janua!` I= ��- f-e+ ��e €ef � e:-
24
25
f e€ c., e 'e e?� ; eT' e
A- 4te
..' i of tili-= Vie £- ",�
26
eleetie:3 of $ eeta:nty == = a= �= == eeent�- : el' eetc-i ; er
27
eetinty tfeetstif eelleete! te e` the� 4-Talul
28
30
teref effiee en er befere ire 88 of +he h
31
er �e the State ea tfc4le: & w : A air.` �,,.�
32
thet #-te ti _ __. e a $ n a a fi
33
...dueaiiBi pregyang eensiEtin ,ef-, fie 48 �-
�a•M.• . r r• � i • i 7
A�,a AA �a A-t
34
e:� ewe a
35
w i t h.a to o.ii_ a: e ' z--tYb... ef
36
�e et � ; ,. ri er e d � e ,. .... o....... , stete ex nettenel
37
ass4eeiati in5titut-; e4:F - r a ' t _ a eellege ef a r , .
38
rettti5ite ea, at:enapreagra--
39
♦ • • .. i�V
'/�F
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Assembly Bill No. 200
CHAPTER 745
An act to amend Sections 25350.6, 25330.7, 25350.8, 23350.9.
25350.10. 29530.5, 30400, and 30400.5 of the Government Code. and to
amend Section 2126 of the Streets and High%vays Code, relating to
local agencies, and making an appropriation therefor.
l.;pprox ed by Cover= October 9, 19S3. Filed
►vith SeuetaTy of State October 10. 1995.)
LEGISLATIVE COUNSEL'S DIGEST
AD '00. Brewer. Local agencies.
i 1 . Existing lavv pledges motor vehicle license fee funds to which.
Or::l:ze Count- may be entitled to all certificates of participation or
lease : evenue bonds issued during 1995 or 1996.
Th4 ! :'1 would instead pledge these moneys to certificates of
partic p.lticn or lease revenue bonds executed and delivered or
issued.:: the case may be, during 1996 or 1997. The bill v.•ould specify
that any refu::dine obligations executed and delivered or issued
ul.d. r the-ie provisions may no: have a final maturity later than. the
final nn a nt►• of the refunded obligations.
The b:ll a otild make similar conforming changes to provisions
prcpo:e:i to be added by AB 1664 of the 1995-96 Regular Session with
regard to funds to which the count• is entitled under the
Brjd;e►•-5►ar:zs Uniform Local Sales and T'se Tax Law.
k2. cxistiniz last- requires the board of supervisors to generall•
ad.1.i::isie: the affairs of county government.
This bai would revise provisions for the appointrr:e:a of a count►-
truszee in Orange County, proposed by SB 1276 of the 1993-96
Regala. Session. to redefine the plan of adjustment that the trustee
I:1.1V \t G; )G to confirm.
]ay.- apportions funds to each count• from the
Hich►v..y V_:e% Tax .account in the Transportation Fund for county
road projects.
Thi: '--all would revise the dates during which S1.916,667 per ve:ar
of their rinds would be apportioned to the Orange County
Transp,.- Cation Authority instead of the county. as proposed by SS
1276 oi' the 1995-96 Regular Session. to conclude on June 30. 2013.
raker ;:..il: June 30. 20L thus constituting an appropriation.
�4- The bill would provide that it wou)d no: become operative
imle__ � B 1664. SB S63. and SB 1276 are enacted and become:
a Qn or before janu,ary 1. 1996.
Ch. 14S
The people of the State of California do enact as folloit s:
SECTION I. Section 25350.6 of the Goti•ernment Code is
amended to read:
25350.6. (a) Moneys credited to the Motor Vehicle License Fee
Account in the Transportation Tax Fund to which Orange Count),
may at any time be entitled shall be pledged, without any necessity
for specific authorization of the pledge by the board of supervisors,
to all certificates of participation or lease revenue bonds executed
and delivered or issued, as the case may be, during 1996 or 1997,
including obligations executed and delivered or issued before 2010 to
refund those certificates of participation or lease revenue bonds, to
finance or refinance the lease or lease -purchase of property of the
county and haying a stated maturity of 20 tears or more. Any
refunding obligations shall not have a final maturity later than the
final maturity of the refunded obligations. The amount so pledged
with respect -to any fiscal year of the county shall not exceed the
amounts to be paid in that fiscal year on those certificates or lease
revenue bonds.
(b) The state hereby cotenants with the holders of any certificates
of participation or lease revenue bonds, including refunding
obligations, entitled to the pledge granted by this section that, as long
as any of the certificates of participation or lease revenue bonds
entitled to the pledge granted by this section shall remain
outstanding, the state shall not alter or amend the deposit of moneys
into, or the allocation of moneys credited to, the Motor Vehicle
License Fee -account in the Transportation Tax Fund under Chapter
5 (commencing with Section 11001) of Part 5 of Division 2 of the
Revenue and Taxation Code in any manner that would adt•ersely
affect the security of, or the abilityof the county to paythe principal
of and interest on, the certificates of -participation or lease revenue
bonds entitled to the pledge granted by this section. Hot;•et•e'r,
nothing precludes any alteration or amendment if and v.-hen
adequate provision has been made by law for the protection from
impairment of the contract represented by the certificates of
participation or.lease revenue bonds, and the right to so alter or
C.mend is hereb}• reserved. The County of Orange may include this
cotenant of the state in the agreements or other documents
underlying the certificates of participation or lease revenue bonds.
SEC. 2. Section 25350.7 of the Government Code, as proposed to
be added by assembly Bill 1664 of the 1995-96 Regular Session, is
amended to read: -
23350 .7. (a) Prior to entering into an agreement to finance the
lease or lease -purchase of property through the execution and
delivery or issuance, as the case may be, of certificates of participation
or lease revenue bonds, the board of supervisors of the County of
91
-3— Ch. 748
Orange may elect, by resolution, to guarantee payment under that
financing agreement in accordance with the follov.-ing:
(1) If the county elects to participate under this section, it shall
provide notice to the Controller of that election, and the notice shall
include a schedule for the payments to be made by the county under
that financing agreement and identify a trustee appointed by the
county for the purpose of this section.
(2) In the event that, for any reason, the funds available to the
count• will not be sufficient to make any payment under the
Financing agreement at the time that payment is required, the county
shall so notify the trustee and deliver to the Controller a duly certified
copy of the resolution of its board of supervisors adopted pursuant to
Section 29330.5. The trustee shall immediately communicate that
information to the affected holders of certificates of participation or
bondholders and to the Controller.
(3) When the Controller receives notice from the trustee, and a
copy of the resolution from the county, as described in paragraph (2) ,
or, after having adopted the resolution specified in paragraph (2),
the county fails to make any payment under the financing agreement
at the time that payment is required, the Controller shall make an
apportionment to the trustee in the amount of that required payment
for the purpose of making that payment. The Controller shall make
that payment only from moneys to be transmitted to the county by
the State Board of Equalization under Section 77204 of the Revenue
and Taxation Code, that are derived from that portion of the sales and
use taxes imposed by the county in excess of 1 percent, pursuant to
Part 1.3 (commencing with Section 7200) of Division 2 of the
Revenue and Taxation Code, and that are permitted to be deposited
in the general fund of the county pursuant to Section 29330.5. The
Controller shall thereupon reduce, by the amount of the payment.
the subsequent amounts to which the county would be entitled under
that secticn.
(b) As an alternative to the procedure set forth in paragraphs (2)
and (3) of subdivision (a), the board of supervisors may, on or after
the date of adoption by -the board of the resolution specified in
Section 29330.5, provide a transfer schedule in a notice to the
Controller of its election to participate under this section. The
transfer schedule shall set forth the amounts to be transferred to the
trustee and the date or dates fcr the transfers, and the Controller
shall, subject to the limitations in the second and third sentences of
paragraph (3) of subdivision (a), rnake apportionments to the trustee
in those amounts on the specified date or dates for the purpose of
making those transfers.
(c) In the event that, for any reason, the county is no longer
obligated. for any period. to make all or a portion of the payments
with respect to the lease or lease purchase financed through the
execution and delii•ery or issuance, as the case may be. of certificates
91
Ch. .4b
— 4 —
of participation or lease revenue bonds. the trustee shall so notify the
affected holders of certificates of participation or bondholders and
the Controller. Upon receipt of the notification, the Controller shall
cease making the transfers. If, after the giving of the notice, the
obligation of the county to make payments with respect to the lease
or lease -purchase financed through the execution and delivery or
issuance of certificates of participation or lease revenue bonds is
restored, the trustee shall so notify the affected holders of certificates
of participation or bondholders and the Controller. upon receipt of
the notification, the Controller shall resume making the transfers.
(d) :gym• election made by the countypursuant to this section shall
be in addition to any other election made b.• the county pursuant to
any other applicable provision of lawto guarantee the obligation of
the county to make payments with respect to the lease or
lease -purchase of propert' financed through the certificates of
participation or lease revenue bonds.
SEC. 3. Section 25350.6 of the Government Code, as proposed to
be added by Assembly Bill 1664 of the 1995--96 Regular Session, is
amended to read:
25350.8. (a) Taxes collected by the State Board of Equalization
pursuant to Section 7204 of the Rei enue and Taxation Code, that are
derived from that portion of the taxes imposed by the County of
Orange in excess of 1 percent pursuant to Part 1.5 (commencing with
Section 7200) of Division 2 of the Revenue and Taxation Code, and
that are permitted to be deposited to the general fund of the county
pursuant to paragraph (1) of subdivision (a) of Section 29530.5 sha11
be pledged, without the necessity for specific authorization of the
pledge by the board of supervisors, to all certificates of participation
or lease revenue bonds executed and delivered or issued, as the case
may be, during the ~•ears 1996 and 1997, including obligations
executed and delivered or issued before 2010, to refund those
certificates of participation or lease revenue bonds, to finance or
refinance the lease or lease -purchase of property of the county and
having a stated maturity of 20 years or more. Any refunding
obligations shall not have a final maturity later than the final maturity
of the refunded obligations. The amount so p'-edged with respect to
an}• fiscal •ear of the county shall not exceed the amounts to be paid
in that fiscal sear on these certificates or lease revenue bonds.
(b) The pledge of taxes pursuant to this section shall constitute a
contract between the County of Orange and the owners of any of the
certificates of participation or lease revenue bonds and shall be
protected from impairment by the United States and California
Constitutions. The state hereby covenants with the owners of any
certificates of participation or lease revenue bonds entitled to the
pledge granted by this section that, as long as any of the certificates
cjf participation or lease revenue bonds entitled to the pledge granted
by this section shall remain outstanding. (1) the provisions of Section
a,
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se
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of
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be
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Or:
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91
i
— 5 — Ch. 745
7202 v.•hich authorize the imposition of the taxes shall not be repealed
and (2) the provisions of paragraph 11) of subdivision (a) of Section
29330.5 shall not be repealed prior to Jul%' 1, 2011, nor shall either
section be altered or amended in any manner that would adverseh-
affect the security of, or the ability of the county to pay, the principal
of and interest on the certificates of participation or lease revenue
bonds entitled to the pledge granted by this section. However.
nothing precludes any alteration or amendment if and v.-hen
adequate provision has been made by law for the protection from
impairment of the contract represented by the certificates of
participation or lease revenue bonds. and the right to so alter or
amend is hereby reserved. The county may include this covenant of
the state in the agreements or other documents underlying the
certificates of participation or lease revenue bonds. -
SEC. 4. Section 25350.9 of the Government Code, as proposed to
be added by Assembl,.- Bill 1664 of the 1995-96 Regular Session. is
amended to read: -
25350.9. (a) Prior to entering into an agreement to finance the
lease or lease -purchase of property through the execution and
delivery o. issuance, as the case may be. of certificates of participation
or lease revenue bonds, the Board of Supervisors of the Count' of
Orange may elect, by resolution, to guarantee payment under that
financing agreement in accordance with the following:
(1) If the county elects to participate under this section. it shall
provide notice to the Cont: oller of that election, and the notice shall
include a schedule for the payments to be made by the county under
that financing agreement and identify a trustee appointed by the
county for the purpose of this section. -
(2) In the event that, for any reason, the funds available to the
count• will not be sufficient to make anv payro-ent under the
financing agreement at the time that payment is required, the count -
shall so notify the trustee. The trustee shall immediatel�-
communicate that information to the affected holders of certificates
of participation or bondholders and to the Controller.
(3) When the Controller receives notice from the trustee as
specified in paragraph (2) or the county fails to make any payment
under the financing agreement at the time that payment is required.
the Controller shall make an apportionment to the trustee in the
amount of that required payment for the purpose of making that
payment. The Controller shall make that payment only from moneys
to be transmitted to the count• b%• the State Board of Equalization
under Section 7204 of the Re.•enue and Taxation Code, that are
derived from that portion of the sales and use taxes imposed by the
county pursuant to Part 1.5 (commencing with Section 7200 i of
Division 2 of the Revenue and Taxation Code, other than that portion
of the taxes described in Section 29530.5. and shall thereupon reduce.
V�
Ch. 74S
by the amount of the payment, the subsequent amounts to which the
county would be entitled under that section.
(b)- As an alternative to the procedure set forth in paragraphs (2)
and (3) of subdivision (a), the board of supervisors of the county may
provide a transfer schedule in a notice to the Controller of its election
to participate under this section. The transfer schedule shall set forth
amounts to be transferred to the trustee and the date or dates for the
transfers and the Controller shall, subject to the limitation in the
second sentence of paragraph (3) of subdivision (a), make
apportionments to the trustee in those amounts on the specified date
or dates for the purpose of making those transfers.
(c) If the county is no longer obligated for any period to make all
or a portion of the payments with respect to the lease or
lease -purchase financed through the execution and delivery or
issuance, as the case may be, of certificates of participation or lease
revenue bonds, the trustee shall so notify the affected holders of
certificates of participation or bondholders and the Controller. Upon
receipt of the notification, the Controller shall cease making the
transfers. If, after the giving of the notice, the obligation of the county
to make payments with respect to the lease or lease -purchase
financed through the execution and delivery or issuance of
certificates of participation or lease revenue bonds is restored, the
trustee shall so notify the affected holders of certificates of
participation or bondholders and the Controller. L:pon receipt of the
notification, the Controller shall resume making the transfers.
(d) Any election made by the county pursuant to this section shall
be in addition to any other election made by the county pursuant to
any other applicable provision of lau• to guarantee the obligation of
the county to make payments with respect to the lease or
lease -purchase of property financed through certificates of
participation or lease revenue bonds. ,.
SEC. 5. Section 25350.10 of the Government Code, as proposed to
be added by Assembly Bill 1664 of the 1995-96 Regular Session, is
amended to read: -
25350.10. (a) Taxes collected by the State Board of Equalization
pursuant to Section 7204 of the.Revenue and Taxation Code, that are
derived from the taxes imposed by the County of Orange pursuant
to Past 1.5 (commencing with Section 7200) of Division 2 of the
Revenue and Taxation Code, other than that portion of those taxes
specified in Section 29530.5, shall be pledged, %vithout the necessity
for specific authorization of the pledge by the board of supervisors,
to all certificates of participation or lease revenue bonds executed
and delivered or issued, as the case may be, during the years 1996 and
1997, including obligations executed and delivered or issued before
2010, to refund those certificates of participation or lease revenue
bonds, to finance or refinance the lease or lease -purchase of property
of the county and having a stated maturity of 20 years or more. An}-
91
L]
-- 7 — Ch. 745
refunding obligations shall not have a final maturity later than the
final maturity of the refunded obligations. The amount so pledged
uith respect to any fiscal year of the county shall not exceed the
amounts to be paid in the fiscal year on those certificates or lease
revenue bonds.
(b) The pledge of taxes pursuant to this section shall constitute a
contract between the county and the owners of any of the certificates
of participation or lease revenue bonds and shall be protected from
impairment by the United States and California Constitutions. The
state hereby covenants with the owners of anv certificates of
participation or lease revenue bonds entitled to the pledge granted
by this section that, as long as any of the certificates of participation
or lease revenue bonds entitled to the pledge granted by this section
shall remain outstanding, the provisions of Section 7202 of the
Revenue and Taxation Code that authorize the imposition of the
taxes shall not be repealed. That section shall not be altered or
amended in any manner that %vould adversely affect the security of,
or the ability of the county to pay, the principal of and interest on the
certificates of participation or lease revenue bonds entitled to the
pledge granted by this section. However, nothing precludes any
alteration or amendment if and when adequate provision has been
made by law for the protection from impairment of the contract
represented by the certificates of participaticn or lease revenue
bonds, and the right to so alter or amend is hereby reserved. The
county may include this covenant of the state in the agreements or
other documents underlying the certificates of participation or lease
revenue bonds.
SEC. 6. Section 29530.5 of the Government Code, as proposed to
be added by Assembly Bill 1654 of the 1993-95 Regular Session, is
amended to read:
29530.5. (a) Notwithstanding any other provision of this article,
the Board of Supervisors of the County of Orange may, upon the
adoption of a resolution approved by a majority of all of its members,
unilaterally modify its contract, as specified in Section 29530 with the
State Board of Equalization, to require that, effective on or after July
11 1996, except to the extent that subdivision (b) applies during any
period, county sales and use tax revenues specified in Section 2953b
be deposited into the county general fund payable, on a monthly
basis, in an amount equal to three million one hundred sixty-six
thousand six hundred sixty -sever. dollars (S3,166,657). -
(b) (1) If the county has elected to guarantee payment of its
obligations under an agreement to finance the lease or
lease -purchase of property through the execution and delivery or
issuance, as the case may be, of certificates of participation or lease
revenue bonds pursuant to subdivision (a) of Section 25330.7, the
amounts recuired to be deposited in the general fund of the county,
in,any month, pursuant to subdivision (a) shall be reduced by the
m
amounts, if any. transferred by the Controller to the tructec, fo!, the
certificates of participation or lease revenue bonds. pursuant to
subdivision (a) of Section 25350.7.
(2) If the county has elected to guarantee its obligations payment
of under an agreement to finance the lease or lease -purchase of
property through the execution and delivery or issuance, as the case
may be, of certificates of participation or lease revenue bonds
pursuant to subdivision (b) of Section 25330.7, the amounts required
to be deposited in the general fund of the county, in any month,
pursuant to subdivision (a) shall be reduced by the amounts
transferred by the Controller to the trustee for the certificates of
participation or lease revenue bonds, pursuant to subdivision obi of
Section 25350.7.
(c) This section shall not take effect unless and until (1) a plan of
adjustment is confirmed in Case No. SA-94-22-272-JR in the United
States Bankruptcy Court for the Central District.of California. or (2)
a. trustee is appointed pursuant to Chapter 10 (commencing with
Section 30400).
(d) In enacting this section, the Legislature intends that the
provisions of this act shall not be Wilized to justif%• reductions in
existing bus and paratransit services.
(e) The ::codification authorized by this section is not applicable
to the City of Laguna Beach.
(f) This section shall become inoperative on July 1, 2011, and. as
of January 1, 2012, is repealed, unless a later enacted statute. that
becomes operative on or before January 1, 2012, deletes or extends
the dates on v.-hich it becomes inoperative and is repealed.
SEC. 7. Section 30400 of the Government Code, as proposed to by
added by Senate Bill 1276 of the 1995-96 Recular Session, is amended
to read:
30400. (a) It is in the interest of the state and all public debt
issuers within the state to enable the County of Orange to finance an
z ceeptable plan of adjustment in order to improve the cTe t
standing of California public debt issuers and to preserve and protect
the health, safety, and welfare of the residents of the count• and the
state. To that end, successfully resolving the count- bankruptcy and
restoring the financial position of county government is a matter of
statewide interest and concern.
(b) As a further guarantee that the count•;•ill be able to prepare
E-nd obtain confirmation of an acceptable plan of adjustment. it is
ppropriate to create a back-up mechanism for appointment of a
state trustee.
(c) It is in the further interest of the state to facilitate and expedite
the confirmation of an acceptable plan of adjustment by vesting in
state trustee the authority and discretion to present and enforce
certain claims held by cities, public districts, cr other governmental
E gencies against the county.
91
,1■w■. • • _. . _ : "MM
-- 9 -- Ch. 74S
SEC. S. Section 3D4D0.3 of the Government Code, as proposed to
be added by Senate Bill 1276 of tho 1993-96 Regular Session, is
amended to read:
30400.5. For purposes of this chapter. the following words have
the following meaning
(a) "Confirmation of the plan" means confirmation of the plan of
adjustment pursuant to Section 943 of 'title 11 of the United States
Code.
(b) "Countv** means the Count' of Orange.
(c) "Investment pools case" means Case No. SA-94.222 3 JR in the
United States Bankruptcy Court for the Central District of California.
(d) "Pending case" means Case No. SA-94-22212J11 in the United
States Bankrtaptc•• Court for the Central District of California.
(e) "Plan of adjustment" means a plan of adjustment as that term
is used in Sections 941 and 942 of Title 11 of the United States Code.
that contains provisions incorporating the material terms of the
county consensus recovery plan, as specified in the Joint agreement
of the County of Orange. the Official Investment Pool Participants'
Committee :and Each Option A Pool Participant for Resolution of .ill
Claims :against the County of Orange. September 6, 199a. a plan of
adjustment may contain othe. terms and provisions that are not
inconsistent vk ith the joint acreement.
(f) "Specified county officers" means the treasurer -tax collector.
auditor. chief executive officer. and assessor.
(g) "Trustee" means the person appointed by the Governor
pursuant to Section 30401.
SEC. 9. Section 2126 of the Streets and High -ways Code. as
proposed to be added by Senate Bill 1276 of the 1995-96 Re_cular
Session, is amended to read:
212S. (a) Notwithstanding any other provision„of this chapter.
the apportionments that would be made to the County of Orange
under this chapter shall be apportimwd as follows:
(1 ) The Orange County Transportation Authority shall be paid
one million nine hundred sixteen thousand six hundred sixt••4ven
dollars (61.916,6671 during Rich calendar month commencing July
1997, and ending June 2013.
(2) all remaining appo. tionments shall be paid to the county nt
the time each apportionment -would ha-, c been made to the county.
(b► Subject to subdivision (c i, this %ection shall become operati%•e
July 1. 199 and shall becor e iroperativ-I on June 30. 2013. and. as of
January 1. 2014. is repealed. unless a later enacted statute, that
becomes operative on or before January 1. 201.1. deletes or extends
the dates on uvhich it becomes inoi)erative and is repealed.
(c) This section shall not tAc effect unless and until t1) a Plan of
adjustmem i% confirmed in Case No. SA-94.22212-JR in the United
States B.-njkru tcy. Court for the C%•:a;r31 District of California or 12
' Ch. 745 — 10 —
a trustee is appointed pursuant to Chapter 10 (commencing with
Section 30400) of Dhision 3 of Title 3 of the Government Code.
SEC. 10. Section 12, as proposed to be added by Assembly Bill
1664 of the 199a-96 Regular Session, is amended to read:
SEC. 12. County revenues in the amount of the revenues
allocated, transferred to, or deposited uith, the County of Orange
pursuant to the pro%isions of this act, shall not be used or expended
for any purpose other than the satisfaction of the county's obligations
pursuant to a confirmed plan of adjustment.
SEC. 11. Sections 1 to 10, inclusive, of this act shall not become
operative unless Assembly Bill 1664, Senate Bill 863, and Senate Bill
1276 are enacted and become operative on or before January 1,1996.
L
91
MAMM I O NC. 9 00 rM
III* COVNTV OF ORANCF. CAI.IrORN1A / rlsCIM11R 16. ISSS
Consensus Plan Cash Flow
Revenue Analysis
Crew
Present
0MIlaninM+lhors)
1-5
6.10
11.15
16.20
21-25
26-30
Value
Value4sl
Currently Available Revenues
Rtt-itvrryibrxlilb)
0
(10)
(10)
(10)
0
0
(150)
(65)
Ttvirr Migrarn
10
10
10
10
0
0
240
146
Wasle Managemcn(
15
15
15
15
0
0
300
159
Rcvcnuc% Available to Fund Allowed Claims
$25
$15
$15
$15
SO
SO
S390
$240
• Proposed Revenues
Salts Tar Rtalkwafiwls
llradlty11urns5alesTax -OCTA
S19
$3f1
$38
S0
s0
so
$570
SM
Tidal %%leg Tax Reallocation
Shc1
$3s
V8
so
$0
So
$570
S346
TrrlrrlyTor Rreflamlians
I lartxw% fk-aches and Itaiks
4
4
4
4
0
0
so
42
llmd Control
4
4
4
4
0
Q
80
42
County Redcvcinp.vto I Agentics
4
4
4
4
0
0
Ito
42
H
T(*al rr(7l+erly Tax Rralhx-AIitul
$12
S12
$12
S12
SO
s0
$240
$127
p~q
Suf>ti►tal
S50
W
S50
$it
s0
s0
SM
1515
W
Tv)fal Revenut+s
S75
W
V.S
$27
s0
s0
SU45
S7.%M
W
Cal A%%unN-% A diaav+uo+l tali nt 7.(XM.
11+r (trl+nM•nl� al+I+rne iu+alr d�•1+! at•rvirr twt IIK ttn'nvrrr 11+>,++1x.
45
Arai%twlrr• ae+rMr
ri
11t111 COUNTY OF ONANGF.. CAtfF0WMfA f CPFCCL469R 16. 1999
Consensus Plan Repayment Schedule
WhAIMre rn Millrnnd
1-5
6-10
11.15
16-20
21.25
26-30
Cash Fr(xn all Revenuc5cxtrcrs
$75
S016
$65
$27
SO
$0
Tv1al Public M-bl ArrindirAlinnis)
S53
$48
$48
$10
SO
$0
Total Ccxinty Nutt/ Anwrtiralicm w
4
4
4
4
0
0
Total Annual Debt Scrvim
Slit
$52
$52
$14
SO
SO
Remaining Cash Available
$13
$13
$13
$13
$0
$0
Remaining Anx,rlizcd NmI (d)
S250 $110
$117
$50
($16)
($16)
($16)
tat /lssun.es umlerwrillen Imnuls are issueed in suffidenl anrwmrd to fu ml a 10% de1r1 reserve and Issuance msls.
fbi Cuunlr 1>,rrrls are assumed to bear inIcerst &1530%.
let The Anwwrtilerl Need does twit accrue interest.
46
0. f 1
forbearance hereunder, be offered or received in evidence or
used in any proceeding against any Party, or used in any
proceeding, or otherwise, for any purpose whatsoever except
with respect to (a) effectuaticn and enforcement of this
Agreement and (b) any proceedings in the Bankruptcy Court to
approve this Agreement and the execution and delivery
hereof.
26. Due Authorization, Each Party to this Agreement hereby
represents and warrants that such Party is duly -authorized
to enter into this Agreement.
THE COUNTY OF ORANGE
BY:
ITS:
THE OFFICIAL INVESTMENT POOL PARTICIPANTS1 COMMITTEE
BY:
ITS:
NAME OF OPTION A POOL PARTICIPANT
BY:
ITS:
-18-
7t1B45
"The County of Orange will receive
all of Priority 3 ($203 millionj, 35%
of Priority 4 ($274 million), and 75%
of Priority 5 (S300 million).
The Orange County Transportation
Authority will receive the
other 25% (S100 million).
JOINT AGREEMENT
DISTRIBUTION FORMULA
{41D School Claims $55 million $55 million
r
• settlement Secured Claims $325 million $380 million
• ` County' ` $203 million $583 million
Repayiment Claims $713 million $1.295 billion I
• County/OCTA Cialms $400 million* $1.696 billion
;f,Mh OCrA $125million i $1.821 billion I
Inty
Any other recovery will be split
4
62%. Option A, 38% County
LAW OFFICES
PAUL R. GLASSMAN
A PROFESSIONAL CORPORATION
11400 WEST OLYMPIC BOULEVARD. SUITE 250
LOS ANGELES, CALIFORNIA 9Q064
PHONE: (310) 312-9505
FAX: (310) 312-950T
February 2, 1996
To: All Orange County Citles In the Subcommittee of Orange County
Citles ("The Subcommittee")
Re: In Re Counly of Qj&ao
Case No, SA-94-2227',g`-JR
Dear Subcommittee Members:
On December 22, 1995, the County of Orange (the "County") filed a Plan of
f4ustment ("Plan") with the United States Bankruptcy Court for the Central
District of Californla. Attached to ftfs letter is a summary ("Summary") of that
Plan. The Summary is not comprehensive, but Is specifically designed to deal
vrlth the provisions In the Plan which most directly and materially affect the Cities
which comprise the Subcommittee of the Orange County Cities ("Subcommittee").
The Summary was prepared by counsel for the Subcommittee solely for use by
the Cities, their employees, elected representatives, and agents. It should not be
provided to any other individuals or entities. The Summary addresses the issues
in the Plan in their chronological order.
The Summary is divided into two parts. The first part is a broad overview
of the general provisions of the Plan ("Overview'). The Overview Is a reference
guide and Is intended to be used as one of many tools in the comprehensive
review of the Plan by the Cites and their professionals. The Cities should use
the Overview section as an "index" and for ease of reference. The second
p3rtion of the Summary Is Intended to provide assistance to the Cities in
reviewing the major portions of the Man which deal with the Cities concerns
(~'Specific Concerns"). As each C1tkl.s' needs, claims, and concerns are slightly
different, the Specific Concerns Identified in the Summary may not address all the
f ,d el,�Xr fel -7
266 P02/12 FEB 02 196 113:12
. ' aaa+..qa; . �... ..+. •.0 JLY"Jt�—�:lCrf rAUL K U-AtClir i h'.C;. PAGE k1V
Subomrohn bW
Pape 2
February 2. ION
portions of the Plan concerning any individual Clty. Therefore, each City should
conduct its own In-depth analysis of the Plan and should use the Specific
Concerns portion of the Summary Umply as a starting point for this analysis.
Please note that the current version of the Plan may be amended and/or changed
In the future and each City should mnsu#t its own advisors and professionals to
insure that it has reviewed the Istett version of the Plan.
In addition to the Plan, the 03unty has recently riled a Disclosure
Statement. The Disclosure Statement Is Intended to provide information to help
the creditors, including the Cities, in analyzing and understanding the Plan. For
instance, the Disclosure Statement contains financial information and projections
about the County's ability to make the payments under the Plan. It also describes
the risks associated with the Plan and provides a detailed description of the
treatment of the various Classes of claims. Because of its length and
considerable detail, the Subcommittee has determined that it is not efficient to
attempt to summarize the provisions of the Disclosure Statement. Please note
however that the Disclosure Statement was reviewed in preparing the Summary.
Given its importance In understanding the Plan, the Subcommittee urges each
City to conduct Its own In-depth review of the Disclosure Statement.
Finally, to further asslet the Cities in !heir Wiew of the Plan. we have
prepared the attached Chart describing the treatment of the m*r classes of
Cities' claims under the Plan.
The summary is not a sollc tion for the Cities to vote favorably or
negatively on the Plan_ Rather, then Summary is intended to provide information
for the Cities professionals and adr3som in their review and analysis of the Plan.
Paul R: Glassman P.C.
Mitchell, Silberberg & •Knupp
kB-ei-19% ^ 2e:12 rrai Tmm
286 P03/12 FEB 02 1% 1e:12
.....� .. To , � ... V. 1318312958? P.03 +y
SUMMARY OF PUN OF ADJUSTMENT
This Summary of life Plan of Adjustment ("Summaryl is IntwWwl Wely for the
use of the Cities and their prof6 iemis. It summarizes the Plan of Mjustrnent ('PW")
which was filed by the County of Oninge {"the County") whir the Bankruptcy Court on
Deaerntw 221 1 M. air widlikm tv the Plan, the County #fled a DWowre Stxtexrrerrt
with the Owknrptcy Court on januarl,1 g, 199b ("Disclosure Statenwrtl- Neither the
Plan nor the Disclosure Statement We been approved by the Bv*mptcv Court for
distribution to the crW tors and the final Plan and/or Disclosure Statemment which the
Bankruptcy Court approves many s* cantly vary from these verslens. Since the Plan
and the Dixiowre Statement are subject to dr wwc, Om Clines shwid not rely upon the
Surnmzry, but should rather conduct their own analysis and review of the Plan and the
Disdwure Sta<tuerner»t_ Additionally, Axe the Summary deals priawily with the Plain, the
Subcommittee urge the titles to anfully review the Disclosure Statement as it contains
material and important information about the Plan.
Section tl. Spaclfic Provision: of the Summary contains a description of some, but
not all, of the provisions which may impact on the Cities. Each City and its prdessionais
should conduct its ~ analysis and review of the Plan Independent of this Summary to
dewrtnine which of the other prvvisicros of the Piet directly or Indirediy Impact them.
The December 22,1995 verskm of the Plan of Adjusbnwt Morn") filed by the
County of Orange ("CountY7 CoftIns 94 pages of text and an additional 35 pages of
.x Exhibits and 3cha vW& it Is &*ud to amendment and charge and thow changes may
materially afkct the validity and scwnrcy of this summary.
The Pier bares with approxirr=tely 22 pages of defined terms. Maury of these
turns have beery previocrsly def mW In the C wrehensNv SetCierne rd Agreement ("CSA")
and/or thQ Joint Agreement of the County of Orange, the Official InvotmpA Pools
Participants' Committee and Each Op ion A Pool Participant for Resolution of Clain=
Agzinst the County of OwV VJoint Apeement'). Please ran that the definit m found
in the Ilan are not necwAdly ide Wca l to the definition for the saint terns as found in
the CSA or the joint Agreement Etch City should carefully review the definitions found
in t6 Plan and compsiv thorn with tla CSA and thv joint Agwrmt By way of
example, the definition of "Senior Claim" found on Pagrs 19 and 20 of the Plan differs
materially from the definition of "Senior Claim" found in the CSII. Other
materiaVirnportrtrd detin'WW4 also rrny vary In the CSA, joint Agreement and the Plan.
The rights and 0bliW10m of the partim to tho Plan are pwmed by California
law exc" to the Went that the Bankruptcy Code, t'mkn*%- r Rules, or particular
agreements n quire the applIaM fit of different law.
The Plan divkk* the tnditors of the County into four broad cvgprW*
286 PO4/12 FEB 02 196 10:13
FES-01-1996 20.13 FROM T► OM TO 13103129507 P.e4
1. those creditor: holding adminiorttive claims;
2. those auditors holding secured ctairns;
3. those creditors holding general t,nmured claims; and
4. those credhom molding s-lbordinatmd urnu airmi rimirm
The Plan further divides the non -administrative dxim halders Into 53 "classes'.
There are 21 classes of secured credikws, An classes of general uncured claims, and 4
classes of subordlnabed unsecured daises. Various claims of the Cities, including their
claims tinder the• k" Agrtanymtt wA the C3 k arm treated under these "classes'. The
types of daims co mmd in the 53 dames are desaibed on Pages 24 30 of the Plan.
The treamm of each ctm the Adminlwattve claims and the credhors holding a
claim under each class are generally described on Pales 31.61. WIOK vt attempting to
rimmbe P=h particular traimment certain classes and the Admirtistrative Claims are
"unimpaired" which means that allom-.d claims falling under these classes will be either
paid in full at or new the timQ of confirmation or their rights apinst the Counter will be
left unaltered. Other classes are "Imp:slred" and clarms undo those ctwm5 are paid peer
tirm andlor are only paid a percent Wt of the ally amourm.
The Plan provh* on Page 61, that all executory cw*v s, other than those
swifically llsted {or previously rgicMd). will be assumed.
Funding for the Plan will be raised through the isumce of certain Cerii'kztes of
Pan"Patnon CtVft') dexr9nd on Ptses 63-65. The COPS will be sold and delivered
in public offerine). The OOPS may Le structured as WeAeas'ebarck or W& leasebaclL
The COPS may be secured by the plec ge of various tots, intact and property to one
or more Financial kathufom Further, the obligates to make psyrrimb under the
COPS may also be secured by a statubw lien on various tax revenues and license fees.
The Plan, on Page 67, proMw for the aQpoinement of Thomas W. Hayes as a
Reprawtative to prvyo ;^ mina, cu)W and enforce Nil Poet- ated Claims. The Pear:
fw*w provides tbet the ftepresentatirc shall here at his d;spasal a $50 Million Lhiaa un
Fund. ff the Representative determines "them are Net Litigation Proceeds, Lk ion
fund Interest and Excess Ligation Funds, he shall dl#Abute them as sex Owth on Pages
69-70. The Representative will also v ake reports to the Pool Carnnittee Counsel
concerning the de lopmere In prosecuting, collecting and enforcing Pool-Rdazed
Claims. The twm of the nVo tang is described on Pages 71-72. Upon a nrtplet;un of his
duties, the Repr entathe will Issue a Final Report.
In most situations,, the Country must file an objedlon to a trim within 120 days of
the date the daim Is flied. This proviskn a f xmd on Pages 75-76 of the Plan.
The Plan provides for a discharge of the County's debt and provides for an
;niuWion preventing carditors of the County from proceeding against the County on wW
discharged debt.
UL141/ 177o LG.Yo JlU-JA9-7UV1
FEE-el-19% 20=13 FROM THOM
286 P05/12 FEB 02 '96 10:14
rHl�. It \LIi.7.7�'IFYY r . %.. T1tlAZ L Ac
TO 13103129507 P.85
The Plan emabliOm a Disputed Claims Reserve for certain Classes of claims and
provides that for other classes the County shall retain the distribution until the Disputed
Claim becomes allowed. The methodology to be used In c ating the Disputed Claims
Reserves Is described on lvcs 7940_ The Plan further provides for an estimation of
certain Disputed Claims whereby Vis,Duted Claims may be estimated by the Court to
establish their maximum allowable arnowrt. The procedure to be used in paring
Disputed Claims wWJi bm=iP4 Alknnr i CWtim is set 6th ai Page 8t.
Holders of nova and bonds am mqulred to surrender these instruments In order
to rwivc their distributions under tire: Plan. In addition, those medleys holding a Bairn
based on a last, Wcn, or mutilated note or bond must follow the procedure sct forth on
f sgca 03-04. indenture Trusts and holden of Certain liens on property are required to
release their liens In order to reoeive their distribution under the Plat.
Pages 8547 dal with miscellaneous provisions relating to distributions,
undeliverable distributions, cash paynm%, tax requirements and setoffs.
The conditions to aordinmtiat are delineated an Paces 87-8. Please note least
one condition for e'lfediveness is But the County shall have obtained a binding release
from those patles holding claims relating to certain County Adrninhtcred Acootmts.
Several of these corrditioru am within the exclusive control of time County and can be
dek"A or aocderatcd w the County dca; a. The cvndidom to the cNective date are set
forth on Pages U49.
Again, these conditions are within the control of the County acid trey could sigrrifiavly
delay the Effective Date to their advra Up by delaying certain of thane conditions. The
County can waive any of file c+ond'nions to the tifoctiv+e Date w provided on Pages 89-
90.
The Bankrupty Court will retain jurisdiction guar the matters described on Pates
90.92. The County Creditor Cornmhtee shall be dissolye d upon the Effective Dale. The
Pout Commi"a shall bop dissolved whhin 30 days after the RepmAotativo mndery his
Final Report.
A. Th* joint Asrwnrn+ d and the GSA.
The Plan does not refenxr:x the joint Agreemeft while the Subcommittee
has asked for darMcarion an mveral points relating to this issues, we do root, at this time,
know hour agreed to claims under the joint Agreement will be treated under the Plan --
e,p- will they be "Allowed Claims" and/or when will they be paid. in addirkm, th- Plan
n*difies the rights of Option A Pool FIrticipants under the CSA and oath City should
caefully review these issues to deknnine their affect on the Cates' vuious dairm.
if the Plan is eppramw d►e Guts symy luw w wvv mwdified c a In payment and other
rights which busy had udder the CSA turd Joint Agmenwm. further, the County may also
286 P06i12 FEB 02 196 10:14
... —%. ..... ........ .—w .. & �Ww d .....r .. 1 .4.. ro4om L j
FEB-81-19 28:14 FROM TH" TO 1310312= P.e6
be taking the position that the Plan Gin modify CSA and joint Agreement rights of all
pdrtic* whr licr 11my Wig for thu Phu- ur riot.
Them are a number of definitional issues which may affect the Cities,
claims under the Plan. 11owe include; but irre nut Ihnited Ur.
1. "Avalloble Cash" as defined on Pate 3 of the Plan will be used to
satisfy the unpaid defident W In cefti%in of the Califs County Administered Accounts.
This definition, however, provides that all County Warrants Onduding the Issued to
general unsecured creditors under the Plan) must be paid before computing "Av*jI tble
Cash"
2. The definkion of "County WarraW found on Page 5 c f ft. Plan
does not provide the payment Derma car interest rate on these warrants.
3. A''QlVAW Clal_r" as defined on Pale 6, Includes many claims
which are held by the Cities. Themfrfe, under the Plan, each City should carefully
review its claims to see If they am in fact, -vispu W CWrW under this definition. To
the extent wch Oairm am " nlspuW Claim".. no paymernt will be made on these dairm
until, if ewr, they bection Atiowpd Claims. As an aside, the Plea does not provida for
any expedited procedure for dealing with County Administered Account claims or any
other account claims.
4. The definition of 'Excluded Claims" found on Pee 7 of the Plan
diffiRrs from tit found under the CSA. Exh City should carefully corrgnm this
definition to the Oft definition to determine Its impact.
S. 'NonSdrooi Wnicipality CocmtyMrrinistered Ac owd Claanns` as
currently defined an Pep 11, dots act indude account numbers 207, 300 end 828
which are covered under the joint A18vemanc. Furshw, account numbers 113, 115, 280,
367 and 380 are Indtaded both under this definition and under the `Schedule 1 County -
Administered Accounts' definition. It appears that the County Is att mpU ng to divide
some of these accounts and Waratelr clmify parts of them.
6. Phaw rNvi'ar Fxliitj;h 1 and 7 to Insure that your City Is Identified
as a "Option A Pool Parddpsnt" as Wined on Page 12 of the Plan.
7. Note dot fine "Schdule 1' referenced an Page I m the definition
of '5chedule 1 County-ldmlrttsteened Accounts" is, in fac� also properly de=ibad as
"Exhibit 8".
8. Carefully review tine definition of'Senlor CWmw %tend on Page 19.
The Subcommittee requested clarifirmion From the County at wliwthar this definition Is
Intended to cover the Cities non -County Administered Account Claims and non -rejection
2e6 P07/12 FEB 02 196 10:15
_... r. �., r... ... ..... .... ..,.... . ►w.lL n 47�.F..7,1•IFYV f'.6.. 11P42- 14
FtB-01-19% 20r 15 FROM TiOIA TO 131031235M P. B7
daims. The County has dchned to provide such cWfication_ Unsass an atrewent can
be reached with the Coure r an this point there will be a significant rlak that thu types of
Cities non -County Administered Acec-unts rCAA* or "CAAs") Claims will not be "Senior
Claims" but will be treated as geneW unsecured claims.
9. On PW 22 of die Plan, the Subaomivil tee ha asiaad fur
darification on whether *we ue any- other "withheld Proceeds". Tim ClUm may wish
to assume, absent some ddin'Rive rshxnse from the County, that thane are no odw
Withheld Procaeds" In order to arrive at tht minimum amount of funds available. As an
aside, please note that she Plan does mot currently provide for psymerrt or treatment of
"Withheld Proceeds".
C. Desmdon of Claims.
10. The first class of Balms which deal with significant claims of the
Cities is Class A,5, On Page 25, Class A-5 Is described as enavmpassing "Settlemart
Sawed Claims to the wctent such ClOrris are Secured Claim"_ TtwdoM the Satdement
Secured Claims the Cities n ulved under the CSA are treated under this class.
11. On Pala 26, Cla•* A•20 claims are held by non4chools entities
Secured Repayment Claims. Marty of the Cities have tften claIrrts under the CSA.
12. On Pap 28, Cl" 8-10 and Class 0-12 deal with various County
Administered Account Cisima. Bah masses only deal with the deficlertcy in the CAAs.
both classes specifically llst the CAAs covered by those accounts. Please note that
unless a C A Is Included In the definition of one of these two classes It will riot be
tmttetl as a Class 8.10 or Claw B-12 daim under ttw Plan. Tho Subaommifte babel
that all of the Cities CAAs should be listed in either Class 0-10 or 8-12 to the extent they
are not listed in eidw plums OW will receive the fees favorable treaunern of a CM
under Class 0-13. TheivIbieach Cty should, it Possible, claim that its of its CAA
claims are either Schedule t County-srdmintstered Account Claims or Non4chool
Municipality rrxmty�-Mmini*rrxl Arrount Claims.
13. Again, en Page 23, all parties holding SWlement Secured Claims for
wrhkh theca is tnsufflctent cW4wal are treated under this class. Mersa note that many
of the Cities may have dairm under this class purswrd to the CSA.
14. Class Mon Page 29 includes ail indwrinhy, r+elmbursenwit or
contribution dalrns under applkable agreernerib or nary -bankruptcy law. Many of the
Cities lea v riled rlairm fur contribution or tnc*..rrmity against the County,
15. Classes ll-26 and 8-27 on Pace Z9 am important to the Cities. If a
Oty's claims am "Senior Cle* W (sex comment rumba 6 abovil then they ,will be
coverecl under the nmo frmra Na Clue 0-26. To the extent they am not "Senior
Claims" they will bo treated is a clairr, under Claw 0-27.
dLv JLA JJvf
FEE-01-19% 20:15 FROM MMA
dbb r0d/ to r tts ULA • tpo tri: =
rwx. n jat_1+55r",4 r. t.. r'AU-- 15
TO 131031295M P.08
16. On Page 30, the non•SCW Unsmred Deficiencies mlafing to the
Repayment Claims under the CSA an: troated. Many Cities may irdwe this type ci claim
under the CSA.
D. Yr. bMd of Clam 01 Claims.
17. The Chia: should be swore that f wr, if any, claims &1e diluwed
claims pursuant to the provisions sat forth on Pale 31, a. Impaimd Classes. Each City
should analyze for itself the effect of this provision on that City's daunt.
III. On Page 32, the right of those parties whkh entered low the CSA to
enforce the ewtm=sl subordination provisions under the CSA are terminafad upon
their receiving a distribution under the Plus. (The subordination provisions of the C5A
pro ided that the dw the Wes under the CSA would be paid in a certain Wer and
Out the Parties under the CSA would here the right to enforce this "subordination". This
right is being term'aumad under the Plan.) Further, the bottom portion of Pam 32
provides for the Court, In is Confirm -won Order to And that this praoodure constitutes it
"S*od faith compoornise and settlement." Each City should Conduct its own w4lysls to
determine the AM if any, the doss ci this right has on that Chy's calms.
19. On Peges 33.35, each City should camfully review the procedure
for filing an AdministrAdw Claim. The Subcommittee belies it Is passible that the
Cities hold numerous Adminlstrative Claims. 7heWvrer each City needs to conduct a
careful investigat'fon into it; own dawns to determine which, If any, of Its daunt may be
-Admin1welve". ftVe 34 provides VkV all se,eh claims must be tiled within W drys
after the Vfettive Date.
20. Of paMcular interest to the Cities may be Corr c Ordinary
Course liabilities on Pages 35. Please carefully Wow this provisicm to determine if your
City has claims under this letrgMvL To the extent there is doubt coflexttlft whether a
City should late an Adcrin4trathm Calm or mly an this lusguagt, the Subcommifte
urges the Cities to file an Adrtdnisbative Claim.
21. 7hee OW dah ► Under Class h5 and 0-14 will be treated as set
forth on Page 50-31. Thm two clWas m lmpalmd. Allowed Claims under #me two
,classes are to be Pied mA of that portrait, if wry, of the Net Lkigatla+n Proo *&, Litigation
Fund Interest and Boom UdgWw Fwids de scriW an Par. 69.
22. On Pop 55, the Plan describer; how Class 8-10 Schedule 1 County
Administered Actmad Chomp m to be treated. The flats stars Om this class is
unimpa'smpd and sit deficWndes set iq'th in the CSA will be restored as prorrrpetly as
possible on or after the Mc Me Date.
23. Orr Pops 5&57, the Plan describes how Class 11-12 claims will be
paid. The eaeiendes umckK these Q%As will be paid out of "Available Cash* It wry;
howvmr holders of a Class IM 2 AlienvW Claim are entitled to be paid out of that
ty'Litt /ly'Jb 1G:4d .11t3-J1Z-1JSt3/
FD-81-19% 20=16 FROM THW
2BG P09/12 FEB 02 '96 10:16
rAUL K ti Ab'-*iM V. U. PAGE 16
TD 231W12M P.89
Portion, it any, of the Net Litigation Proceeds, Litigation Fund Interest and Excess
Litigation Funds set forth on Pip 69. EAh City should carefully analyze this treatment
to determine whether it is acceptable to that City.
24. To the extent th:trt a City has CAM which are rat Schedule 1
Counly-A iministextd hcoount Claims or Non School Municipality County -Administered
Account Claims, they will b-e Paid in accordance with the dac:riptinn found on P&W
57-58 Subsection 6, cf the Plan. This treatment is undetslrable — plaese see Comrrwnt
Number 12 above.
25. On Par 58, a" 8-23's rights of Indemnity and contribution are
dealt with. Th c-sc rights am evmffisdej by the bankruptcy and this Mass is uningjAlecd,
26. A key issue aris+e+; on Page: 59 in regard to Class "6 and Class B.
27. It Is lftgx Unt, to the: extent that a City has these type of claims, that they be
clarified as &26 5erilor Ckirm rather tt;an 8-27 Unsecured Claim B-I6 Mlowred
Claims aro paid at 100% wWk chw It-27 Adlowcd Clone arc paid In warranb equal to
50% of the Allowed Claim ovw an urispm fled period of firm at an unspedlied interest
rate. Please see Note 8 as to.#* *Serilor Claim" issue.
27. Page 60, Aaregraph 2, provides that Class A-20 Sd Clans C-2
A] WwW elairm am to be paid from liar portion, if any, of d►c Net Litigation Proceeds.
Litigation fund Interest and ExoesLiOption Funds described on Page 69.
E. Tre4ment of EwKvtory Contracts and UnwimJ team
26. Pwsuarrt to Sedian A on Pace 61, all axrcutory ConbaCb emept
those listed on Exhibit 11 are assunWl. Under Section B, Page 61.62 the County has an
eled w as to how It will em debtults under any mmtcxy comrade. Ewh City should
review Its own records to determine Kit has contrwts that aft eldw assuffmd or
rejected. To the extent that a Cities aoecutory contracts with the County are re)gcted, it
must hie a pmxtf of rJailm w#thin 45 dar of the mailing of the notice of Confirmation.
F. Mtsnt jar 1-2 -nMs 94r41 Mm
29. On Pee 66, Section 6 provides that the payment of certain Allowed
ciairm will be d"med to be out of 194.5 This structure is designed to mduce
the "debt limitation" Issues 00 Count r has pre++icusly faced.
30. On Page 67, Section 6, Subsection s, pleas note that the
Subcomsniom has mqucsted On ability tv mviyew Mr. Haye V exrplcyrnQnt connpuVsation
subject to reasonWe cwWwitlaltty requirements.
31. On ftp 60, Section C. The Litigation Fund Provides that the
Represar otivc shall have SSSOM "table to prosecute vwlaum putix]rrs.
r
286 P10/12 FEB 02 196 10:17
v41va.aa2o cCO.yo sac,-ass-=D1 r.+u�» +. VI.A:I'�I�IFvf Y.U. FACE 17
F£B-01-19% 202.16 FROM TH" To 13103129W7 P. to
32. The d#vtsion by the Repnaent4ve of the Net litigation Proceeds
Litigation Fund Jntcmt artd Excess Litigation Funds to the varluu" twtrtles Is dperibed on
Pages 69-71. Pincer review this section to Insure that It Comports wish your
understanding of the division of theW monies. Any contrary Dro►isions in eWw the CSA
or Joint Agreement Waxy by rapW by this provision.
33. On 134w 75 76, Sacsiort H, 1. Tirme to Object the County was
Representative ant given 120 days from the Effeaive Date to file objettiom to Jny
claims. This will lily nwuh In slgnhicant delays In payrnaK to sane cmd t m No
expedited procedures for dealing with "DlspuW Cbtlrte" has bean established.
34. Ore FRW 7640, Section 2, Om Plan provides tftat In most coo tht
County will hold aft paynmts that nary be due on account of "Oisputed Clxlrtrs" until, if
ever, such claims become "Allowed Claims". The only eawcoons to this provision
oyver Closer A-1, ", 346 and 8-27. For classes A-1, 8-2 and H-26 a segr+ejaW
Balms reserve Is to be estabfished. The amount of this reserve is to be determined by
the Court purusant in part 10 the procedure sot forth on Page 8o, c. Estimation of
Disputed Clalms. Disputed Claims under Class 8-27 will be provided for in a
separate segregned reww which wilt conuln County Warrants in a yet to be
determined anxrmt.
35. Pleas* We that d„ claims astimattion prvoeduro for Cuts "6
deseribed on Page so, Stftection r., b very important and could potentially advemly
affect the Crties. Each City should cart fully review the language to determine its aiN=
on that Cry.
36. C. Wully Mview the Conditions to Confirmation found on Pass 87
since until these cvndiOurn stay, the Plan will not be "confirmed". Remem1wr the
these conditions am whhin dte control of the County and may be delayed or =mlerxtad
to ovvt tlw CouWs deli m
37. Further, the Cowlibm to Effecthv Date fount on Pis U49 am
also critical sine, until tftey O= or one Waived, the Pear, n not "effective. Again, note
that the County has,role oworW over many of these conditions and is the only party
which tact waive Ow txaxl lkwo.
CftAttrr
c
w�
i
Ut ftaowft dstcibe: the mtjot dm of daha: wNch deft rrid4 the Cities daiw& Pksae sate tl1iR tiverie nay be ai3ta cL.em
Wids UgMk t dW Cbia wtdch am act dam%ed hk thb CNeh
iach Chy ibm,td aatfu ty r vitw the Plan and Dbdaetme Sutcroent to
�
dttraeir,e the beaw"t d dwk •*ion datm� under &t PLML
M �
►} C
c
C M �-+S
ido"
Cmsakskm somadaw
(� J RR
t
F
/�f�ky�
Cat m
d mrdar t&A ,tea atre�r rimed.
l.iM A-M
CSA RqOYMOM cLaws
swraps, Pnowe &M P R i N dd tAPSM ad
3eau+nd Cidi aadee CIA mod" =44w "Ana .
CLOW 0-10
CAA% doffiwad as %dm duk I
1lidaep d, DefidwAn per CSA to be grid on Q
Cawft i7,ettfd*etvY Acmwt
MELt N DOM4
t4
t+
Ciss'% 1142
CAI% dt4aed a%'Mortod
fired. IkSEe�aal4tl paid art of Caw al1flr pat+esuiai
N
MurMpolity� lMR
LWVSM Promde sW rdmttd fis + '
�C�
1
C3tri ' -13
CAA% not cove erAff SA
impale& Md =A of "Awa wdc CSSO
a
e-11 or 8-te
Chx M4
� of �
mod. Nymeat bm Patel Lk Aroaee& aad rels�ed As%*
Qaa d-Z
�, b2b cu 1 d at
car&gxdkn dd
UabrpriWL R4P%M undunggd by "
z
r
Cox II-36
Semw lhrOMW OWWO
hnWnd Cads piya% i on eve thm eqmd to Ow Ado+red Armmi of
CUM
N
CIA" 927
NoerdatnMad ihreeew d CWoWP
PAy+eoeat b thmu3b Catmty in 90% of Mov"d Aatarrat of
C1ti r
z�
cuw C-2
M NOR' ! LTere un d
beep hm& Ptyctent &M rx"tw Ekis ioa PtaaerDdr arm r RaW far+d&
r
ataxctr C E&W IdIna to
R+rptyateat L1tf�
cr
Qµ
i Arch to the coaaty s Mido mm Sssteet IA Ekse CRAG shoal d € -sclude the Mowing types of dai(a) Sgpaim Coact dgveft
ins datataba, bmterpi 141 - wid wdnoW compoo mh PC (b) auLmW levies m+d Baraishmenft (c) Qisbkt Atttmey taeaify m"m
caGOrfiWW (d)Sbft WW F1edetrd plop aQranceC (t) Ekvdogee ssd *thus d.poadts with farirormmntd hUdaVmmt AVency.-M PuWk
cam; aid (&&er CAA da3ms subject to thirst p uty is (othw th:a Rfa1 Parbd er#b ar iocd
mgrnda) V yaw My has a CAA whid 4fis. f&k On abaRe"o[ daiat% It e vrd4UIIy reWk W tfe 4 8 IN m at IsdNe+duk I Cowy
AoonuaW to Im m 9M INA CAA k bu tedod as a wdwdah 1 County Adadnt*eeed Aavmr. rent mmdec thb adegmy U
N"dersbk
s Plicam *A* du t rM4 Duce U see m aaaily in fir, the county hm fntaemed = due ne*M C3M Wm nw CLw 8-12
not Cho 8- 3 me W ended to prow fds fear �Aft
d Idite `pdkdprd- a mants of tfie CAA* ?Ne a mWa poai iom h dud C Lm& S-n C1asr S.
Ixand Aaat IM a mm ady the fey pm ilia L d me dins and tlW dw k&*AVft aerrt pe+avida tlrt arose rdddt lbs drsft vdth &e
a Mw lr ift at Cb m 8-12 is to aII 0 6r CAM iRd s" under the Jose! Agmcm mt awd aat ttvad under CUm 3-1& Whik the
arr.bnnt rim 11 thk is spot as far Ak as that ,m 4 P F CIAO WYO. it is sntrkw ae tM t so wv r of t1tw vwb, T,4v* A&Pm mmm# P A a�
yr er Clara 0-11 Esch CRy *4add caedAy review this Iisc to know *At aft of Its iaW Ade+eeeae nt CAA* em fished hay.
i An C&M not covered by Cho O.Io and &t2 are tnttaded as ChO a-I3 dWr tL Div dw 's pasidan tho the d9te CAM
sttoald be fted d tmdtr aam MO sa4d 0-12 aniy; bmnva, 3i arsy d dw Odes have CAM under Class &S3"should rma Out Om
heaRrmsrtt CAM woe tfik c1m ifiteden istht boat iavorabte mtd.er dwl'fa&
s '!bete eadati an hmme as to whtibtr the COW amt-C A elsieat am'Semkr Unseemed Mime =4 dtaefom hwh2dW mde CIM B.
or whet !!try am "MaP c1% s'dttd Lhm=vd CIA e. and bdvded tmdes Cims B•27. B^aatse aea3ec Claae if b f+ #rty ma[�t
isr w*k tad tht Stboagttee ho added ttw gmq itsr a darffiadan at to wfmher the ~ ddfm are cam urAa Clsaa S-2& As of
this dak, t1w eoaolty im act ragmaded bta so cub My mumt tardallr sew few Ka dabs to dWermh when they btUere *q fyf.
s Cltku sr a Chm 837 are paid fhrouo wartarets 030% of Om *Allowed Am owe aC the ttaim ova as rmapcd8ed period of d=,L
Eah City **Rdd eawfiAy review id dater to sec V they fkH wffliln Cbm lV l'n anfvfsg at tfreir dactsban $o.rdc an the Elan, Adder
see faetmft S.
I-IMMeld ftoceedr', as de0ead under sltt CIA, as not dsasflkd or paid we wader Ow t" &L Lhtir ftedmeat, tbmidom must be
deosmlad fa rdstim td cOm deb sad i9aamb scMched betweeea dte C, . vd the eaardy.
f LEAGUEOF
Memo CALIFOR`IA
DATE: January S, 1996 CITIES
L,
TO: City Managers
FROM: Janet M. Huston, Fsecutive Director
ORANGECOUNTn' DI`+'ISION
SUBJECT: Plan of Adjustment 600 W. Santa Ana Blvd.. Suite 214
Santa Ana. California 92701
TEL:7141972.0077 FAX:714/972-1816
Attached is the Plan of Adjustment Sled by the County. As discussed at the City Managers' meeting.
Paul Glassman will be preparing an analysis and the Technical Team will be meeting on Wednesday.
January 10 to review this document, any information available about the Joint Agroement and the
anticipated filing of the Disclosure Statement.
JAB I
CITr
ADMrHrSr"
RA 1 VE .
Utr&.
Orange County Cities Working Together
J
h�f� �l rn�'ir7^ � • .3
1
Bruce Bennett (State Bar No.105430)
2
Lauren A. Smith (State Bar No. 94343)
John L. Amsden (State Bar No. 137168)
3
HENNIGAN, MERCER do BENNETT
601 South Figueroa Street, Suite 3300
4
Los Angeles, California 90017
5
Telephone: (213) 694-1190
Counsel for Debtor
.. 6
James O. Johnston Jr. (State Bar No.167330), a member of
7 STUTMAN, TREISTER & GLATT Professional Corporation
8 3699 Wilshire Boulevard, Suite 900
Los Angeles, California 90010
941 Telephone: (213) 251-5208
Special Reorganization Counsel for Debtor
101
lI e; Laurence M. Watson (State Bar No. 36222)
Chief Assistant County Counsel
121 10 Civic Center Plaza
Santa Ana, California 92702
13'` Telephone: (714) 831-3303
14'
15
16
-17
18 In re
19
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
COUNTY OF ORANGE, a political j
20. subdivision of the State of California; )
2[ • }
2.1 Debtor. )
23 . }
24
25
26
27
28'.
., tE NIGH. NifiC±11 i fi}R4Tt .
CASE NO.:— SA 94-22272 }R
PLAN OF ADJUSTMENT
I TABLE OF CONTENTS
2
3
I. INTRODUCTION »NN.N.wNNN.w....NNNN.N.»N
.1
4
II. DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTION 1
5
A. Definitions .M..NNN...».NN.N.NNNyNNM..N.......wNNww....NN..N.............NN.........»»..»».N.Nw.1
6'
B. Interpretation, Computation of Time and Governing Law ....... w..N..NNN....NN....22
8
1. Defined Terms.N....NN.N.N..........ww...NwN...N.NwN».............NN..NN.»NN.p.w»N
9 "
2. Rules of Interpretation.N.NN.... N..N.NNN.N..»NN...NN.....N.y.........NN.wN.N.........�/
10..
3. Time Periods.
.»NwNNNNNN73
'i
4. Governing Law...............N.NN....N.NN.
.N.......N...N. N23
121:
III. DESIGNATION OF CLASSES OF CLAIMS
24
A. Secured
.N..i4
His
15
B. General Unsecured Claims.......»..N..NN.....NNNN»NN.N....NNNNNNww.w..wwNww..Nwww..27
1b:
C. Subordinated Unsecured Claims......w..N.......w..N................:w.NN.N..N.NwN.N..34
17
IV. TREATMENT OF CLASSES OF CLAIMS
1
18.
A. General..N»w.MN1...N.NN..»..N.....Nw......N......NN.N.MN............NN....N.NNw.HNNNMNN...NN_31
19
1. Disb*ution Date...»N.»..w.N.... ....NN.NNN.....NNNNNN.....-- 1
20 i
a. Impaired Classes. N...w.N.N..»»NNNN»NN.NN..NNN.NNNNNNN.NNNNNNNN..31
21:'-
22�
b. Unimpaired Classes and Administrative Clairns...N.NN»N...NNNN..31
23
2. Elimination of Subordination Rights. N.w..MN.MNNN.N...M.w.N.NMN..M....NN....32
24 B. Administrative Claims. N..N...NN.N».»N.N »wN.N..... .33
�� - 1. Ge��LNN..NNN..NN.....M.NNNN.N.N..MM..M.NNNN..NMNNN..NM.NNw.ww..Nw..N�
2 • : 2. Bar Date for Administrative Claims.NM.NNNN.N..NN.N...YM.N..N.NNN.N........N.�
27 ; a. General Provisions .............. NN.NNNN...34
28�
Ib. Professionals........................................................................................34
2 c. Ordinary Course Liabilities ......................... ..... ..35
3 d. Tax Claims . ......... ...... N............... .w»....................................................33
4
} C. Treatment of Secured Claims and Related Unsecured Deficiency Claims.-...w36
5
i 1. Class A-1(Taxable Notes, as modified by the Note Debt
6 P, Rollover Agreement). N...N....MN....N..».................... ...... ..... ...w»............. 36
7.
2. Class B-1(Unsecvred Deficiency Claims Under Taxable Notes,
8 : as modified by the Note Debt Rollover Agreement, that are
SeniorClaims)»....NN.NN.N.N.......w.w.ww..w,.........»w»........w.ww..w....w.»....3b
9•
1 3. Class 5-2 (Unsecured Deficiency Claims Under Taxable Notes,
10, as modified by the Note Debt Rollover Agreement, that are
12 not Senior Claims).»......w...N.N......Nw..N..»..w.N..NNN.......NN.w.NNwN..N.N.37
12� 4. Class A-2 and Class B-3 (Series A TRANs, as modified by the
• Note Debt Rollover Agreement).««»«wN«.....w...........wwwN.....N..N.N.N37
131
141 5. Class A-3 and Class B-4 (Series A TRANS)...Nw.w.NNNNNN.wNNN.NNNN»...N.38
151
! 6_ Class A-4 and Class B-5 (Series B TRANs, as modified by the
j Note Debt Rollover Agreement) .......... .............
N....w..N.w....N.»w..»......39
16,1
., 7. Class A-6 (1988 Certificates of Participation (Solid Waste
17i. Management System))..NN.w..www........N...a..M..wwwuwwM.... ww...........wu..39
181. 8. Class A-7 and Class B-15 (1992 Refunding Certificates of
19`; Participation Quvenile justice Center Facility)).....»wN....:......w...........10
i II 9. Class A-8 and Class B-16 (Certificates of Participation (Loma
20� I Ridge/Data Center Projects)).
21�1
` 10. Class A-9 and Class B-17 (Certificates of Participation (Civic
22 i Center Expansion Project))- N..w.....»w.....N.... .N..Nww...........w......42
2311
11. Class A-10 and Class B-18 (Certificates of Participation
24! I Series 1986 (Telecommunications))..w.......NNNNNww..wN...NwN..N..w......-13
f'
2512. Class A-11(Airport Revenue Bonds, Series1987).N.ww.................. ...... 44
1.
261 i 13. Class A-12 (Airport Revenue Refunding Bonds, Series 1993)...............A.
2811
' -ii-
1 14. Class A-13 and 849 (Refunding Certificates of Participation
2 (1985 Office/Harbor Court))........................w.......................................46
3 15. Class A-14 and B-20 (Refunding Certificates of Participation
(Civic Center Parking Facilities Pro}ect))_..w........ ....... ............. Nww.36
4
16. Class A-15 (Subordinated Airport Revenue Certificates of
5 i Participation (1990 Loading Bridge and Baggage
Handling)).
6""'N--------- N.N--- w.N.---------- N--- N----
ww.ww.w...w..w.....ww.......N.N..47
7 : ` 17. Class A-16 and B-21(Certificates of Participation (Master
Lease Program -1993 Projects)) . ............... ...
w..wNNNN..w.N....w.......w....4$
8
i 1S. Class A-17 and Class B-22 (Certificates of Participation (Master
9 Lease Program No. 21990-91))..»...ww.........ww.....w....w.w.NwwwwN....ww.49
10+ i 19. Class A 5 and Class B-14 (Settlement Secured Clairiis). w. - ...w...-.50
q
11,. Sl i i 20. Gass A-18 (County Improvement Serial Bonds). w....www.w.....a......,
1211 21. Class A Zl (Other Secured Claims)..............wN....,w.....w..w.w...........w.....wS1
1311
I D. Treatment of der Classes of Unsecured Claims. .51
14-`
• 1. Class B-6 (Pension Bonds Series 1994A). w.Nww_N.....Nw..w....NwN.ww..N..wN..Sl
' 2-ass ClB-7 (Pension Bonds SeriNww.. Series 1994B).......w.....NN ...................NN...S3
16.' -
17` 3. Class B-8 (County Sanitation District No.12 Bonds dated
January 1,1963)...N..w..w...ww.......... w.............. ww..ww.............
w.w......wNN..j'!
4. Class B-9 (General Obligation Bonds dated July 1,1957)..;....__.._..__.54
19i'
20. i 5. Class B-10 (Schedule 1 County -Administered Account Claims)..w..N.w.SS
21:'
6. Class B-11(School County -Administered Account Claims)......._.... _55
22.' 7. Class B-12 (Non -School Municipality County -Administered
). w Account i�iU..w..M......w....NM...w..NN..N.......pw.N....NN...ww.w....N...
23 ' 1 -
` & Class B-13 (Other County -Administered Account Claims)..w»»w...___Z7
24
25 9. Class B-23 (Indemnification and Contribution Claims). »N.wN......».NNNw.58
26, 10. Class B-24 (Property Tax Refund Claimants)..".....wwww.....».w..N.....w....a8
27 11. Class B-2.5 (County Fee Credit Programs).............N...w...N.«.....................?9
28'
. rrt,w�e.�w. a,r►.�rt _ 'iu'
1 12. Class B-26 (Senior Unsecured Claims) ........................................ .....59
2 13. Class B-27 (Unsecured Claims Which Are Not Senior Claims)..............59
3 14. Class B-28 (Unsecured Claims of $1,000 or Less, or Which
4 Have Been Reduced to$1,000)..............................................................59
5 E. Treatment of Subordinated Claims..........................................................................60
i
6 1. Class A-19 and Class C-I (School Repayment Claims) .............................60
7 2. Class A-20 and Class C-2 (Non -School Repayment Claims).
8,�
a 3. Class C 3 (Bankruptcy Code Section 510(b) Claims).................................61
9
' 4. Class C-4 (Fines, Penalties or Forfeitures) . .................. ...............�.......�......61
10-'
11 V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ........61
12' i A. Assumption...................................................................................................�.....61
B. Cure Payments.
13y� �.M..M...M....N.........-...«M..«M..N.w.......N....N«.N.M.......N.....N..........Nuw....61
14:. C. Rejection ... .......... .................... ................------ ........:....................................................62
15`
VI. MEANS FOR IMPLEMENTATION OF THE PLAN 63
16
17: ,
A. Financing of Plan Distributiom..................................................�....................�....63
r 18 , 1. Plan of Adjustment COPS and'Refunding COPS; Use of
• i Proceeds .........N.M.....MM..M....qwM....w....Nw.NPo.............N..N...Mw...Nq.......63
19-,
:! 2. Structure of Plan of Adjustment COPs and Refunding COPS
20:: Financing . ....... .....................»...................................................................63
21 3. Security for Payment of Plan of Adjustment COPS and
22: i Refunding COPS ....................... ....... ........ ........ ........ ....... .......,.........6.1
231,
a. Assignment of Plan of Adjustment COPS Lease Payments
• i and Refunding COPS Lease Payments. — --- — ----- 64
24'
25 b. Statutory Lien Securing Lease Payments. .. . . . ............ 65
26-
4. Pension Obligation Bonds...�..............».........................................................65
5. Use of Reallocated Revenues.........................................................................66
27.
28.:
1 6. Satisfaction of Certain Claims With Fiscal Year 1995 Revenues. N...NN....66
2
B. The Representative ......... N.......................................................... ............... NN.N.NN....b7
3
C. The Litigation Fund• ... NN.N..NNNN..w..........NN..NN. N.N...»N.»N.»...N..N..N.NwM.N.
-68
4„
.;
.5 !'
D. Distribution of Net Litigation Froceeds....NN.N....NN.N........NNNNN.N.....N.N.N..........b8
E. Reports to Pool Committee Counsel.w...»..N............ NN........w.w..».......w....._.w.N..N.%1
6•�
i
7 i;
I. Reporting .N.N.....N..................... NN.N........N.......N...N.w...N...N------------ Nww,....... ..71
$ ;
;i
2. Review..NwN..w..N»..N..MN....N...M.N.NNM..Nw...N.w.N».N......NN.N.. N...
N...N......w....,
9 1 1
3. Pleadings and Documents..NNINNNNw.N....NN1...N.N.w....w....NNN...N.Mw.NNN....72
10 1,
4. Confidentiality. w...M...N..NNN...N.N....Ny.N.N....N...M.....NNNW.I.....N.NN...N.N..N....�
./
I•
11
F. Representative's Final Report...N.N.NN....N.N....N..M.N»«.....w.NwwN...NNN
............74.
121
G. Preservation of Rights of Action....».NN.NN....w..NMNMN...w....N...NN.».----
-- NrWN..75
13 1
H. Prosecution of Objections to Claims.
N.NN..N.75
141
1. Time to Object,..»..NN..N.N...NN.N.NNN....NNN.ww.NNNNwN.N.»w..NN.N.
I/.��
--.75
15"
2. Authority to Prosecute C)bjections. N...NN..NNNN.NNN...NN.NN.NNNN.NNNN.76
16'
I. Discharge and Injunction.N........N.NNN.N..N.N........NwN»...N...NN.NNNw..NN..NNNN.NNN.76
17i,
I81.
Discharge of the County...N.NN.N.....N.NN...NNNN.NN.N......N...NN.N....N..M........7y6�
;
19
2. Injunction. .... .wN...NNw.w.......NNN..Nw..N...N.Nw............N.w..NwN..��......N.../
20•
I
J. Limitation of Liability...........»»N....N..N.N.NN»MNM.N.NN.N....MN...N....N.N.NN.N.WN....N.I
•
21.1
K Effectuating /ocuinen s..N.N...N.NINNN..N.N.MN.w...NNN.NNNN.NNNN....M...NwN..NNN»N.7V
,
27.
L Dish*ution of Property Under the Plan. N..N.......»NN...N.NNNNw..........wM......w.M.78
23' 4
1. Disbursing Agent.
.....NN78
24
. !
2. Disputed Claims.
NNN.rNNN...78
•
a. Withholding of Distributions on Disputed Claims.».»»NN.NMNN.78
26.
b. EstabIishment of Reserves for Classes.........».N.....N»N..
N79
I c. Estimation of Disputed Claims . ............... ...NNN.N.............. ............... go
2
d. Distributions From Disputed Claims Reserves..............................81
3 (1) After Allowance of Disputed Claim ...... •».......... ....•••.......... 81
4
(2) After Disallowance of Disputed Claim...,._ .81
5:
(3) After Resolution of All Disputed Claims....N.....N..wNN..N..83
6i
7 3. Surrender of Instruments .. .... ...................... .....r..N.......NN....».....N....».......... 83
8 a. Requirement to Surrender Notes and Bonds.N.r...Nw.r.N.....N.......83
g b. Lost, Stolen, Mutilated or Destroyed Notes and Bonds.rN.N.NrN.83
IQ•.c. Failure to Surrender Note or Bond............N.�rN...w.N•..:NN.......N...84
11 d. Release of Lim on Property Securing Allowed Debt
claims.
12;
4. Delivery of Distributions and Undeliverable or Unclaimed
iDistributions.
�•butionsQ�y
.sr......•w.•.»......w....«««•..•w.N..•.....••...N•w.rN.a.....N.•••..•+•.••W
14. + .
` a. Delivery of Distributions in General...•NM•....r.«....Nr.r•N......»r.NN.BS
15;
b. Undeliverable Distributions...w.rwN.........»...................N.».............85
161 .
17
(1) Holding and Investment of Undeliverable
-
Property. .••.NM..NI••.....NyN•.••.l•••NM.N..•.••.,•M.NN.N.rw•MNI,...N�
18
(2) Distribution of Undeliverable Property After It
19 - i Becomes Deliverable and Failure to Claim
Undeliverable Property....r•»N.....N....N.N..N......N...............86
20:
21 ! 5. Means of Cash Payments. .N..NN...M..•.N..MNww...w..N..,w.w...,N......N».............86
22i 6. Compliance With Tax Requirements..w.Nr.NNwN.rr..N.....,....N.....N._...N....87
7 7
2�1 • I. Setoffs.__
24- � VII. CONFIRMATION AND EFFEC 1VE DATE CONDITIONS 7
A. Conditions to Confirmation. MM..•r..N...N.Y..•I.M.N.HM,N.NN..NNN....w........ •..•►.NN••».81
B. Conditions to Effective Date. N.................................. .......... N,•.N....••••••.•NN............ 88
-vi.
I C. Waiver of Certain Conditions to Consummation and the Effective Date. w......89
2
VIII. REQUEST FOR CONFIRMATION UNDER BANKRUPTCY CODE
3 SECTIONS 943 AND 2129(b)........ ».r.»»....,». 90
4'
IX. RETENTION OF JURISDICTION 90
3•
6 .; X. MISCELLANEOUS PROVISIONS 92 -
7 ; 1 A. Dissolution of Creditors'Committees.»»...ww....................w...».,........w.ww.w»ww..92
8' 1.Official Committee of County Creditors..........»....w..»..w.........w.....wwww.»92
9
•+ i. Pool Committee...........».w.w.M.....lw.....w.M.......NM.»WN»..a.w.y.H»w.....w.....w..N.93
10} B. Modification of the Plan. ..M...ww....»...»............Mw..w.....w...».M.w.w........ »........w.ww..93
11� C. Revocation of the Plan.w».....w................w...w...w........»w.....w...........w........,.......»...w93
12!
iD. Successors and Assigns........»».ww».......w.......»»w...».............w...........»».......»..www94
13; j
14: i
:i
15 !
16
17,
20.1
21;f
1#
�•1
23 F
,
24' `
2611
27: .
28
TABLE OF EXHIBITS
3
4 - Option A School Pool Participants ........................................... ..................Exhibit 1
5 Option A Non -School Pool Participants .........................................:..........Exhibit 2
6 .: County -Administered Accounts.................................................................Exhibit 3
7 ' . County Improvement Serial Bonds ........................ .................................... Exlubit 4
8 ' JForm ofJ County
9 Pension Bond Series 1994A Amendment ..................................................Exhibit 6
10; i Pension Bond Series 1994B Amendment....__._- 7
id1
Schedule 1 County -Administered Accounts...........» ...............»..... »......Exhibit 8
' 1 Schedule 2 County -Administered Accounts Exhibit 9
13i Schedule of Withheld Proceeds (as of December 20,1995) ....................Exhibit 10
14: ! Rejected Executory Contracts and Unexpired Leases.............................Exhibit 11
'f
15 - Investment Guidelines for Litigation Fund ....................... ..... ................ Exhiibit 12
16' Option B Pool Partidpants..........................................................................Exhibit 13
17'
.f
18_.
19! i
20 i
fi
it
22: �
23:
i'•
24.1
26:
27::
28: .
f+f►..c+ rrtf+a -viii-
1 I. INTRODUCTION
2 The County of Orange (the "County"), a chapter 9 debtor, hereby proposes
3 the following plan of adjustment (the "Plan") for the resolution of the County"s
4 outstanding Creditor Claims. Reference is made to the County's Disclosure
5 Statement ("Disclosure Statement") for a discussion of the County's history,
6 operations, properties and financial condition,, and for a summary and analysis of
7 this Plan.
8 All holders of Claims are encouraged to read the Plan and the Disclosure
9 =i
Statement in their entirety before voting to accept or reject this Plan. No
1011 materials, other than the Disclosure Statement and exlu`bits and schedules
11' attached thereto or referenced therein, have been approved by the United States
iLF
Bankruptcy Court for the Central District of California for use in soIidting
3�
acceptances or rejections of this Plan
!i
14 II. DEFINITIONS, INTERPRETATION AND RULES OF
IS'? CONSTRUCTION
lb'
A. Definitions.
17 In addition to such other terms as are defined in other Sections of this Plan,
18 ; the capitalized terms below have the following meanings as used in this Plan:
19
1. "Administrative Claim" means a claim for costs and expenses of
20 administration allowed under section 503(b) of the Bankruptcy Code, including,
21': without limitation: (a) the actual, necessary costs and expenses of preserving the
22. Property of the County and operating the functions of the County, including
23 wages, salaries or commissions for services incurred after the Petition Date; and
24 : (b) compensation for legal, financial advisory, accounting and other services and
25.; reimbursement of expenses awarded or allowed under section 503(b) of the
26
. Bankruptcy Code.
27
28-
1 2.
"Allowed Amount" means the allowed amount of an Allowed
2 Claim.
3 3.
"Allowed Claim" means a Claim against the County to the extent
4 that
5
a. a proof of the Claim
6
(1) was timely Filed; or
7
(2) is deemed Filed under applicable law or by reason of an
g
order of the Bankruptcy Court; and
9
b. (1) the County, or any other party in interest entitled to do
10! °
so, does not file an objection within a time fixed by the
11 j
Bankruptcy Court and the Claim is not otherwise a
12!
Disputed Claim (but only to the extent that such Claim is
11'
not a Disputed Claim);
14
(2) the Claim is allowed (and only to the extent allowed) by a
15
Final Order, or
16
(3) the Claim is allowed under this Plan.
17. 4. "Allowed Class ... Claim" means an Allowed Claim in the
18 particular Class described.
19. 5. "Assembly Bill No. 200" means Assembly Bill 200 passed in the
California Legislature in the 1995-1996 Regular Session and approved b the
20 ' �g� g� PP Y
21' Governor of the State of California, as amended.
22; 6. "Assembly Bill No.1664" means Assembly Bill 1664 passed in the
23. California Legislature in the 1995-96 Regular Session and approved by the
24 Governor of the State of California, as amended, including, without limitation, by
25.: Assembly Bill 200.
26 : 7. "Assigned Pool -Related Claims" means Pool -Related Claims which
27 are assigned to the County or which are to be prosecuted by the County and/or
92
-2-
►,ENHnM. MEr� a 8ENN r
I the Representative and the proceeds of which are to be received by the County
2 and/or the Representative pursuant to Section VI.B. of the Plan.
3 8. "Available Cash" means (a) the sum of 0) Net Incremental Solid
4 • Waste System Revenues, (ii) Net Teeter Revenues for Fiscal Years 1997,1998,
5 ;; 1999, 2000, and 2001, not to exceed $10,000,000 annually, (iii) Reallocated Bradley
6 ! Burns Sales Tax Revenue, (iv) Reallocated HBP Revenue, (v) Reallocated OCFCD
7 `; Revenue, and (-, i) Reallocated OCDA Receipts; minus (b) the sum of (i) Plan of
81 Adjustment COPs Lease Payments and all other amounts payable in respect of
911 Plan of Adjustment COPS and (ii) all amounts payable in respect of County
10ll Warrants.
I
11 9. "Bankruptcy Code" means title 11 of the United States Code, as
.i
12: applicable to the County Chapter 9 Case.
13; 10. "Bankruptcy Court" means the United States Bankruptcy Court for
14 ! the Central District of California or, if such court ceases to exercise jurisdiction
15, over the County Chapter 9 Case, such court or adjunct thereof that exercises
16. jurisdiction over the County Chapter 9 Case in lieu of the United States
17.- Bankruptcy Court for the Central District of California.
18, 11. "Bankruptcy Rules" means, collectively, (a) the Federal Rules of
Ij
19: - Bankruptcy Procedure and (b) the Local Bankruptcy Rules for the United States
E_
20 � District Court for the Central District of California, as applicable to the County
21r ; Chapter 9 Case.
12. '"Bar Date Order" means the Order (1) Establishing Procedures and
23� ! Deadlines for Filing Proofs of Claim; (2) Establishing Sanctions for Failure to
24: 1 Comply Therewith; and (3) Approving Form and Scope of Notice entered by the
25 • : Bankruptcy Court on September 2-5,1995.
26:; 13. "Business Day' means any day, other than a Saturday, Sunday or
27 ' "legal holiday" (as defined in Bankruptcy Rule 9006(a)).
28
•: WMOGAVi 4EACEA • KMWff - 3 -
1 14. "Cash" means Cash and Cash equivalents, including, but not limited
2 to, withdrawable bank deposits, wire transfers, checks, and other similar items.
3 15. "Claim" has the meaning set forth in section 101(5) of the
4 Bankruptcy Code, as supplemented by the Bar Date Order.
5 16. "Claims Bar Date" means the applicable bar date by which a proof
6 of claim must be Filed, as established by a Final Order of the Bankruptcy Court,
7 including the Bar Date Order.
g 17. "Class" means one of the classes of Claims established under
9 Article III of the Plan pursuant to section 1122 of the Bankruptcy Code.
10, j 18. "Comprehensive Settlement Agreement" means the - •
11 N Comprehensive Settlement Agreement Re Orange County Investment Pools as
12; approved by the Bankruptcy Court by its order entered May 2,1995.
13; t 19. "Confirmation" means the entry of the Confirmation Order.
14.1 20. "Confirmation Date" means the date on which the Bankruptcy
15; Court enters the Confirmation Order on its docket.
16 ` 21. "Confirmation Order'' means the order of the Bankruptcy Court
1T! confirming the Plan under section 943, and the provisions of section 1129 made
1S.' applicable by section 901, of the Bankruptcy Code.
19 : 22. "County' means the County of Orange, a political subdivision of the
2Q' : State of California, the chapter 9 debtor herein.
21 ; 23. "County -Administered Account Claims" means a Claim or Claims
22; ! based upon, arising out of, or related to deficiencies in County -Administered
r
23.1 Accounts.
24 24. "County -Administered Accounts" means the accounting funds
25:1 accounted for and administered by the County which are identified in Exhibit 3.
26"
27'
28':
-4-
1 25. "County Chapter 9 Case" means the chapter 9 case for the County of
• 2 Orange pending in the Bankruptcy Court, and designated Case No. SA-94-22272
3 JR.
4 26. "County Claimant" means the County or a County -Administered
5 - Account; when used in the plural, "County Claimants" means the County and all
6 County -Administered. Accounts.
7 27. "County Creditors' Committee" means the Official Committee of
8 - Unsecured Creditors of the County of Orange appointed in the County Chapter 9
9 d Case pursuant to section 1102(a)(1) of the Bankruptcy Code.
101 28. "County General Fund" means the -accounting fund accounted for
1111 as County -Administered Account 100.
3T i 29. "County Improvement Serial Bonds" means the indebtedness of the
1311 County identified in Exhibit 4.
14'' 30. "County Law Firm' means each law firm representing the County
15 or the Representative in the prosecution of the Assigned Pool -Related Claims,
16. , through litigation or otherwise.
17. 31. "County Warrants" mean registered warrants to be distributed
IS- pursuant to Section IV.D.13 of the Plan evidencing obligations which arose by
19. operation of law, having an aggregate face amount not to exceed $60AOOM
20. bearing interest at the rate specified in the Confirmation Order, and containing
21 such other tests and conditions contained in and substantially in the form of
22i' Exhibit 5.
23• 32. "County Percentage" means thirty-eight and forty-one hundredths
24.: percent (38.41%).
25 33. "Creditor' has the meaning set forth in section 101(10) of the
26 Bankruptcy Code.
27'
t
MEN.c^ MERCER a err
1 34. "Debt" has the meaning set forth in section 101(I2) of the
2 Bankruptcy Code.
3 35. "Disbursing Agent" means the County and/or any other person or
4 persons designated under the Plan by the County to disburse property pursuant
5 .: to the Plan, including any indenture Trustee.
6 • , 36. "Disclosure Statement" means the disclosure statement (and all
7 ; - exhibits and schedules annexed thereto or referred to therein) that relates to the
g ,; Plan and that is approved by the Bankruptcy Court pursuant to section 1125 of
g :1 ` the Bankruptcy Code, as the same may be amended, modified or supplemented
101 I in accordance with the Bankruptcy Code. -
11 t 37. "Disputed Claim" means a Claim as to which a proof of claim has
12, i been Filed or deemed Filed under applicable law, as to which an objection has
111 been timely Filed by the County or any party in interest entitled to assert such an
14H objection and which objection, if timely Filed, has not been withdrawn on or
15i: before any date fixed for Filing such objections by the Plan or order of the
16�- Bankruptcy Court and has not been overruled or denied by a Final Order. In
17:' addition, prior to the time that an objection has been or may be timely Filed, for
is-' the purposes of this Plan a Claim shall be considered a Disputed Claim in its
19-- entirety if: (i) the amount of the Claim specified in the proof of claim exceeds the
i+
2011 aggregate amount of any corresponding Claim(s) scheduled by the County in its
2V List of Creditors; (H) any corresponding Claim(s) Scheduled by the County in its
22; t List of Creditors has been scheduled as disputed, contingent or unliquidated,
.+
23l; irrespective of the amount scheduled; or (iii) no corresponding Claim has been
24 : ' scheduled by the County in its List of Creditors.
25! 38. "Disputed Claims Reserve" means the reserve of funds or securities
26.. established pursuant to Section VI.LZb below for Classes A-1, B-2, B-26 and B-
27 27.
28.
►4►+►+�cu+. u�x� • err - - 6 -
1 39. "Effective Date" means a Business Day, that is at least eleven (11)
2 Business Days after the Confirmation Date, and on which: (a) as determined by
3 - the County no stay of the Confirmation Order is in effect, and (b) as determined
4. by the County all conditions to the Effective Date set forth below in Section VII.B
5 ; i have been satisfied or, if waivable, have been waived pursuant to Section VI1.0
6: below.
7.i 40. "Excess Litigation Funds" means portions of the Litigation Fund
g 1 determined by the Representative to be unnecessary for the purposes described
g 1 ! in Section VLC below.
10; 1 41. "Excluded Ciaims" means any claims, demands, obligations, debts,
11 1 I liabilities, suits, causes of action, remedies or rights: (1) arising under the
12; i Comprehensive Settlement Agreement; (2) arising from acts or omissions
1311 occurring after the effective date of the Comprehensive Settlement Agreement
1J which are not required or specifically contemplated by the Comprehensive
Settlement Agreement; (3) which a Option A Pool Participant may have against
16 (i) any underwriter of securities issued by or for the benefit of such Option A
17 Pool Participant, with respect to any indebtedness incurred by such Option A
18 Pool Participant in connection therewith or (ii) any financial advisor, attorney,
Igi! accountant or other professional advisor to such Option A Pool Participant
20; i arising out of advice given or services rendered in its capacity as such to such
2I } 1 Option A Pool Participant regarding a decision to place funds with the former
:I
22' 1 Orange County Treasurer -Tax Collector and/or the County, or the issuance of
23: i debt by such Option A Pool Participant; (4) which the County may have against
24- (i) any underwriter of securities issued by or for the benefit of the County, with
25, respect to the issuance of such securities or the incurring of any debt evidenced
26� thereby or (H) any financial advisor, attorney, accountant or other professional
27, advisor to the County arising out of advice given or services rendered in its
j�
- 7 .
I capacity as such to the County with respect to matters unrelated to the
Z management or investment of assets internally attributed to the Pools; (5) Which
3 an Option A Pool Participant may have respecting the deposit of funds by such
4 Option A Pool Participant in any court or with the clerk of any court in
5 accordance with applicable law, but only to the extent that such deposit is not
6 . reflected in,the Cash Available for County -Administered Account 264 indicated
7 ; • on Exhibit 3 and does not form a basis for a distribution to such Option A Pool
g ; i Participant under section 3 of the Comprehensive Settlement Agreement or does
g ' i not form the basis for a distribution to such Option A Pool Participant under the
10 Joint Agreement of the County of Orange, the Official Investment Pool-
1111 Participants' Committee and Each Option A Pool Participant for Resolution of
12 Claims Against the County of Orange or under any order of the Bankruptcy
13' ! Court in the County Chapter 9 case; and (6) resulting from the collection of
14: developer impact fees by the County for the benefit of any Option A Pool
15 Participant but only to the extent that such collected fees do not form the basis for
18- a distribution to such Option A Pool Participant under the Joint Agreement of the
17 - County of Orange, the Official Investment Pool Participants' Committee and
IS Each Option A Pool Participant for Resolution of Claims Against the County of
19 Orange or under any order of the Bankruptcy Courtin the County Chapter 9
20' . case.
21' . 42. "Fannie Mae Escrow" means the escrow established pursuant to the
22�' Stipulation with Respect to Preservation of Claims and Setoff Claims between
23. - Debtors and Federal National Mortgage Association dated December 29,1994.
24 ' : 43. '"Fee Credit Agreements" means prepetition agreements between
25 the County and developers or others granting credits against future developer
26:: and building permit fees, but not including any agreement that would entitle a
27. • party other than the County to receive Cash on account of such credits.
28;
++E+r.cbw. 4Encfn a
44. "File" or "Filed" means filed with the Bankruptcy Court in the
2 County Chapter 9 Case.
3 45. "Final Order" means an order or judgment of the Bankruptcy Court,
4.. or other court of competent jurisdiction, as entered on the docket in the County
5 : Chapter 9 Case or in the docket of such other court of competent jurisdiction,
.j
b which has not been reversed, stayed, modified or amended, and as to which
7 �, (i) the time to appeal or seek certiorari has expired and no appeal or petition for
8 !! certiorari has been timely filed, or (ii) any appeal that has been or may be taken
9 i or any petition for certiorari that has been or may be filed has been resolved by
1p'++i the highest court to which the order or judgment was appealed or from which
11. I certiorari was sought.
12j 46. "Fiscal Year" means the period commencing on July 1 of a particular
131 calendar year and ending on June 30 of the following calendar year. A particular
140 Fiscal Year is identified by reference to the calendar year in which such fiscal year
is. I ends. For example, Fiscal Year 1997 refers to the Fiscal Year beginning on July 1,
.t
16; 1996 and ending on June 30,1997.
V, 47. "Indenture Trustee" has the meaning set forth in section 101(29) of
181 'i the Bankruptcy Code.
lgr; 48. "List of Creditors" means that list of Creditors filed pursuant to
20j { section 924 of the Bankruptcy Code on or about: September 25,1995, as
21 I l subsequently amended.
22k! 49. "Litigation Costs" means all costs and expenses incurred by the
:t
231+ County or the Representative in prosecuting or otherwise attempting to collect or
24 t realize upon Pool -Related Claims against anyone other than a party to the
25111 Comprehensive Settlement Agreement (including without limitation, Pool-
26`: Related Claims of the County and Assigned Pool -Related Claims), the proceeds
27.; of which would constitute Withheld Proceeds or Litigation Proceeds, including,
28'
1 . without limitation, the fees and costs of attorneys and other professionals,
2 including experts engaged in connection therewith, and the cost of computerized
3 document management systems.
4 . 50. "Litigation Fund" means the fund created pursuant to Section VLC
5 of the Plan.
6 51. "Litigation Fund Interest" means the Cash received in respect of
7 : interest earned on investments made with moneys contained in the Litigation
8 Fund.
9 ! j 52. "Litigation Proceeds" means any Cash or other property (but not
10:1 including any cancellation or modification of indebtedness of the County),
11:1 received or recovered from anyone other than a party to the Comprehensive
12-1 Settlement Agreement, including, but not limited to, awards of damages,
13,E rescission, interest, attorneys' fees and expenses, penalties, actual or punitive
14; damages, and increased ownership interests in property, on account of any Pool-
15 .. Related Claims of the County and any of the Assigned Pool -Related Claims,
16 ; whether by way of settlement, litigation, or otherwise, but specifically excluding
17 : Withheld Proceeds, any payment or distribution received by the County out of
18: ° Pool Assets or out of the Withheld Proceeds or the Fannie Mae Escrow, and any
19 other payment or other distribution received by the County under the
.a
20 + Comprehensive Settlement Agreement.
Agreement.!
53. -Net Incremental Solid Waste System Revenue" means the net
22: revenue available to the County General Fund, after cost allocation, from the
23; County's Solid Waste Management System resulting from the importation of out-
24 ` of -County trash pursuant to Senate Bill 17, passed by the California Legislature in
2.5.. the 1995-96 2nd Extraordinary Session and approved by the Governor of the
26. ; State of California on or about May 12,1995.
W.
• NEB. MERCER & eENW"
-10.
1 54. "Net Litigation Proceeds" means the amount of Litigation Proceeds
2 remaining after deducting paid or unpaid Litigation Costs and after
3 reimbursement of the County for Litigation Costs not paid from the Litigation
4 • Fund.
5 55. "Net Proceeds" when used with respect to an asset means the
6 proceeds received upon the sale or other disposition of or realization upon such
7 asset, less (i) commissions and other costs incurred in such sale or other
g disposition or realization, and (ii) any payments made or withheld from such
9 i proceeds on account of any Gen or other encumbrance of such asset.
;i
101 56• "Net Teeter Revenue" means the net revenue to be received by the
11'! County from the County Special Fuancing Authority established in accordance
12'; with Government Code section 6500, et seq., with respect to the program funded
011 by New Teeter Bonds not to exceed $10,000,000 annually.
14'; 57. "New Teeter Bonds" means the $155,000,000 Orange County Special
15.: Financing Authority Teeter Plan Revenue Bonds issued on or about June 30,1995.
16 58- "Non -School Municipality County -Administered Accounts"
17 means funds accounted for in County -Administered Accounts numbered 106,
1$. 108,109,113,115,118,119,136,139,144,145,148,15G,158,180, 265, 280, 296, 299,
19: ` 318, 327, 367, 380, 386, 405, 459, 460, 466, 506, 648, 664-666, 66"70, 672-M, 684-
20: 687 and 838 and designated as payable to or otherwise attributable to a
21 ! i municipality or other local government agency that is not a School.
221 59. 'Non -School Municipality County -Administered Account Claims"
23: i means all County -Administered Account Claims based upon or arising out of
24: ' Non -School Municipality County Administered Accounts.
25;: 60. "Non -School Pool Participant' means, in the singular, each Pool
26: ° Participant identified on Exhibit 2.
27
a
I 61. "Note Debt Rollover Agreement" means the Second Amended Note
2 Modification and Extension Agreement dated as of June 27,1995, as approved by
•3 the Bankruptcy Court in an order entered on June 27,1995.
4 * . 62 "OCTA" means the Orange County Transportation Authority.
5 •: 63. "Option A Pool Participant" means a Pool Participant which is
6 :; identified in Exhibits 1 and 2 that elected the treatment described in Section 7(a)
7 : of the Comprehensive Settlement Agreement.
8.9 64. "Option B Pool Participant" means a Pool Participant that elected
911 the treatment described in Section 7(b) of the Comprehensive Settlement
ION Agreement and that is identified in Exlubit 13. - -
11 S = 65. "Pension Bonds Series 1994A" means the $209,840,000 County of
121 i Orange, California Taxable Pension Obligation Bonds Series 1994A.
Bill 66. "Pension Bonds Series 1994A Amendment" means the amendment
14:: to the Pension Bonds Series 1994A described in Section IV.D.1 of the Plan in
IS.. Substantially the form designated as Exhibit 6.
16 : 67. "Pension Bonds Series 1994B" means the $110,200,000 County of
IT Orange, California Taxable Pension Obligation Bonds Series 1994B.
18 1 68. "Pension Bonds Series 1994E Amendment" means the amendment
19; to the Pension Bonds Series 1994B desafbed in Section IV.D.2 of the Plan in
201. substantially the form designated as Exhibit 7.
21x; 69. "Pension Obligation Refunding Bonds" means any obligation
22-.: issued by the County to refund Pension Bonds Series 1994B and/or Pension
23-; Bonds Series 1994A, including any related documents and agreements entered
24: into in connection therewith.
25•. 70. "Petition Date" means December 6,1994, the date on which the
26' . County Chapter 9 Case was filed.
2.7
"S
1 71. "Plan" means this plan of adjustment, and all exhibits and schedules
2 annexed hereto or referred to herein, as such may be amended, modified or
3 supplemented in accordance with the Bankruptcy Code.
4 72. 'Plan of Adjustment COPS" means the certificates of participation
5 secured by the Flan of Adjustment COPS Lease Payments which are to be
6 executed, sold and delivered to finance, directly or indirectly, the distributions
7 - specified in this Plan.
g 73. "Plan of Adjustment COPS Lease" means one or more master tease
9 :. agreements to be entered into between the County and the Public Facilities
10' Corporation for the lease and lease -back of Plan of Adjustment COPS (ease
1116.1. Properties in connection with the execution, sale and delivery of Plan of
12=: AdjustmentCOP&
13:; 74. "Plan of Adjustment COPS Lease Payments" means the payments
14 to be made in accordance with the Plan of Adjustment COPS Lease and used to
15 secure the payment of Plan of Adjustment COPS and other obligations contained
16. - in the Plan of Adjustment CON Lease, including taxes, rebate, maintenance,
17 insurance, credit enhancements and any other costs related to the Plan of
Adjustment COPS or Plan of Adjustment COPS Lease.
19. 75. "Plan of Adjustment COPS Lease Properties' means the real
201 property of the County including County office buildings, administration
21:1 buildings, courthouses, jails, parks and other property, buildings and facilities
22• ; located throughout or owned by the County to be leased to the Public Facilities
23;.- Corporation and leased back to the County under the terms of the Plan of
24. Adjustment COPS Lease, including any additions, substitutions, deletions or
25-: other changes in such properties pursuant to the Plan of Adjustment COPS Lease.
26" 76. "Pool Assets" means the securities, Cash and other similar assets
27. which are or should have been reflected on the books and records of the County
94
Z as accounted for through the Pools as of December 6.1994 (including any
2 proceeds thereof), but does not include any amounts paid pursuant to the Tax
3 Distribution Order.
4 . 77. "Pool Committee" means the Official Committee of Orange County
5 , Investment Pools Participants appointed in the County Chapter 9 Case pursuant
6 to Section 1102(a)(1) of the Bankruptcy Code.
a
7 : 78. "Pool Committee Counsel" means Pillsbury, Madison & Sutro or
8 •; such other law firm as may be selected by the Pool Committee and the
loll
14
1211
1311
.0
14!�
15='
16
.,
2011
i!
21l
22,1
23!.
.i
240
25, :
26p
;i
27;
281 i
employment of which is authorized by an order of the Bankruptcy Court_
79. "Pool Participants" means the school districts, municipalities,
instrumentalities and other entities identified on Exhibits 1, 2 and 13.
80. "Pool -Related Claims" means any and all claims, demands,
obligations, debts, liabilities, suits, causes of action, remedies or rights of any
kind whatsoever, at law, in equity, by statute or otherwise, whenever arising,
whether known or unknown, suspected or unsuspected, fixed or contingent,
liquidated or unliquidated, matured or unmatured, choate or inchoate, pending
or not pending, which in any way relate or pertain to the Pools; provided,
however, that the term "Pool -Related Claims" does not include any Excluded
Claims.
81. "Pools" means the collection of intemal accounting entries used by
the former Orange County Treasurer Tax Collector to record aggregate
borrowing and investment activities of, and/or on behalf of, the County, the
County Claimants and the Pool Participants.
82. "Post -Petition interest Orders" means the Order Pursuant to Local
Bankruptcy Rule 113(1) Authorizing Certain Payments of Amounts Equal to
Interest on Bond Obligations of County due January 1995, entered January 4,
1995; Order Granting Motion for Order Authorizing Certain Payments of
:4
► EMMGN+ LWMV% a VWCff
-14-
1 Amounts Equal to Interest on Bond Obligations of County Due February 1995,
2 entered February 1,1995; Order Granting Motion for Order Authorizing Certain
3 Payments of Amounts Equal to Interest on Bond Obligations of County Due
4 March 1995; entered February 27,1995; Order Granting Motion for Order
5 Authorizing Certain Payments of Amounts Equal to Interest on Bond Obligations
6. of County Due April 1995; entered March 30,1995; Order Granting Motion for
7 Order Authorizing Certain Payments of Amounts Equal to Interest on Bond
8 . - 'Obligations of County Due May 1995; entered April 27,1995; Order Granting
9 . Motion for Order Authorizing Certain Payments of Amounts Equal to Interest on
101 i Bond Obligations of County Due June 1995, entered May 25,1995; and -Order
11 i j Granting Motion for Order Authorizing Certain Payments on Bond Obligations
12': of County Due July 1995, entered June 16,1995.
13� 83. 'Professional Fees Reserve" means the reserve fund established
14; Pursuant to paragraph 5 of the Comprehensive Settlement Agreement.
I5 84• "�perty of the County" means property of the debtor as that term
16` is used in section 902(1) of the Bankruptcy Code.
1T: 85. "Pro Rata" means proportionately so that the ratio of (a) the amount
18'. of property distributed at any time on account of a particular Allowed Claim to
19.1 (b) the amount of the Allowed Claim, is the same as the ratio of W the amount of
ro r distributed at the same time on account of all Allowed Claims of the
20 ; P Pe tY
21 ; Class in which the particu ar Allowed Claim is included to (y) the amount of all
22" Allowed Claims in that Class.
23'; 86. "Public Facilities Corporation" means the Orange County Public
24 - Facilities Corporation, a non-profit corporation organized by the County in 1984
25. to assist the County in certificates of participation Financings.
26-
27-
.. NENafilYti 11EPCEN i �IIVE7T ~ 15
1 87. "Reallocated Bradley -Burns Sales Tax Revenue" means the sales
2 tax revenue authorized to be reallocated to the County pursuant to Assembly Bill
3 1664.
4 88. "Reallocated HBP Revenue" means the property tax revenue
5 • reallocated from County -Administered Account number 405 (known as Harbor,
6 . Beaches and Parks), to the County General Fund pursuant to Senate Bill 863.
7 89. "Reallocated OCDA Receipts" means the transfer of moneys from
8 ;; the Orange County Development Agency to the County General Fund pursuant
9 ` to Senate Bill 863.
10 i 90. "Reallocated OCFCD Revenue" means the property tax revenue
11! € reallocated from the Orange County Flood Control District to the County General
1211 Fund pursuant to Senate Bill 863.
IA 91. "Recovery Bonds" means the County of Orange, California 1995
14 i i Refunding Recovery Bonds issued by the County on or about June 16,1995 in the
a
15.: aggregate face amount of approximately $279,000,000.
16; - 92. "Refunding COPS" means the certificates of participation secured
17 - by the Refunding COPS Lease Payments which are to be executed, sold and
ig delivered to refund certain outstanding certificates of participation issued on
19 F behalf of the County and to finance the distributions specified in the Plan.
2093. "Refunding COPS Lease" means the master leasd agreement to be
21 r entered into between the County and the Public Facilities Corporation for the
221; lease and lease -back of Refunding COPS Leased Properties in connection with the
23:; execution, sale and delivery of Refunding COPS.
2V 94. "Refunding COPS tease Payments' means the payments to be
25- made in accordance with the Refunding COPS Lease and used to secure the
26' payment of Refunding COPS and other obligations contained in the Refunding
27: CON Lease, including taxes, rebate, maintenance, insurance, credit
ME
:: "DO.W.4. Mica a 6CM& r -16 -
I enhancements and any other costs related to the Refunding COPS or Refunding
2 - COPS Lease.
3 95. "Refunding COPS Lease Properties" means the real property of the
4 i County including County office buildings, administration buildings,
5 - i courthouses, jails, parks and other property, buildings and facilities located
6 throughout or owned by the County to be leased to the Public Facilities
7 1 Corporation and leased back to the County under the terms of the Refunding
12:
13{
141'
COPS Lease, including any additions, substitutions, deletions or other changes in
such properties pursuant to the Refunding COPS Lease.
96. "Releasing Party"" means each Pool Participant, the Pools amd the
County (on its own behalf, and on behalf of any County -Administered Account
only to the extent, if any, that the County has authority to grant a release on
behalf of such County -Administered Account) which released claims pursuant to
the Comprehensive Settlement Agreement.
15i; 97. "Repayment Claims" means those Claims allowed pursuant to
16. section 7(a) of the Comprehensive Settlement Agreement and which are defined
17- .' 'as Repayment Claims in the Comprehensive Settlement Agreement.
18 98. "Representative" means the person or entity appointed to enforce
19 ' claims or interests, including Pool -Related claims, belonging to the County,
20; ; pursuant to Bankruptcy Code section 1123(b)(3)(B) and Section VLB of this Plan.
21;; 99. "Representative's Agent" means Metropolitan West Securities, Inc.
.1
22,' and/or such other person or entity appointed by the Representative pursuant to
23; Section 1VX of the Plan to perform the functions desai'bed therein.
24 100. "Revised Book Balance" means the December 6,1994, Revised Book
i
25. - Balance as specified in Exhibits 1, 2 and 3.
26
27'
28-.
11
- "Eveaw wntm a ors . -17 -
1 101. "Schedule 1 County -Administered Account Claims" means
2 County -Administered Account Claims based upon or arising out of Schedule 1
3 County -Administered Accounts.
4 102. "Schedule 1 County -Administered Accounts" means County-
5 Administered Accounts numbered 113,115,154,164,165,167,190, 200, 200S, 264,
6 ; 266, 280, 293, 298, 2AJ, 302, 310, 312, 313, 315, 317, 327, 328, 331, 336, 343, 365, 367,
7 ! 370, 380, 381, 382, 383, 384, 9HK and 9HKB, and certain subaccounts, which are
8 i; further identified in Exhibit 8.
911 103. "Schedule 2 County -Administered Account Claims" means
10:1 County -Administered Account Claims based upon or arising out of Schedule 2 •
1111 County -Administered Accounts.
1z?; 104. "Schedule 2 County -Administered Accounts" means County-
13! 1 Administered Accounts numbered 100,198, 200, 200S, 202, 216, 217, 218, 294 and
141. 299• which are further identified in Exlubit 9.
105. "School County -Administered Account Claims" means ail County-
:,
16i: Administered Account Claims based upon or arising out of School County-
77• i Administered Accounts.
106. "School County -Administered Accounts" means County-
,
19! F Administered Accounts numbered 664, 666, 668, 670, 675, 676, 677, 678, 680, 684,
20:.1 685,686 and 687 and designated as payable to or otherwise attnbutable to
21. Schools.
22 : 107. "School Pool Partdpant" means each School Pool Participant listed
23-; on Exhibit 1.
24 ' 108. "School" means a local agency identified in Exhibit 1.
25; : 109. "Secured Claim" means any Claim that is secured by a lien on
26.; Property of the County or that is subject to setoff under section 553 of the
27. Bankruptcy Code, to the extent of the value of the claimholdees interest in such
28 -
-18 -
1 Property of the County or to the extent of the amount subject to setoff, as
2 applicable, as determined pursuant to section 506(a) of the Bankruptcy Code.
3 . 110. "Secured Claim Percentage" means sixty-one and fifty-nine one
4 hundredths percent (6159%).
5. 111. "Senate Bill No. $63" means Senate Bill 863 passed in the California
Legislature in the 1995-96 Regular Session and approved b
6 � i Su PP Y the Governor of the
_; State of California, as amended including, without limitation, by Assembly
g i Bill 200.
g 112. "Senate Bill No.1276" means Senate Bill 1276 passed in the
10 California Legislature in the 1995-96 Regular Session and approved by -the
11 Governor of the State of California, as amended including, without limitation, by
12Assembly Bill 200.
131 113. "Senior Claim" means any Allowed Claim against the County
141 (i) which is an administrative or other Claim against the County which is entitled
1511 to priority under the Bankruptcy Code; (ii) under or evidenced by the County of
16 Orange California 1994-95 Tax and Revenue Anticipation Notes, Series A; the
17` i County of Orange California 1994-95 Tax and Revenue Anticipation Notes,
lg' I Series B; the County of Orange California 1994-95 Taxable Notes; any tax-exempt
1911 Tax and Revenue Anticipation Notes which the County issues in the future; the
20il Pension Bonds Series 1994B and any extension, renewal, modification, refunding
21 or refinancing of any of the foregoing to the extent that such extension, renewal,
m1 modification, refunding or refinancing is in a principal amount not in excess of
230 the amount of the indebtedness which is extended, renewed, modified, refunded
24 1 or refinanced; (iii) for goods or services provided, delivered or rendered to the
25i 2 County or any agency or instrumentality thereof prior to the Petition Date (other
25i i than Claims of any County -Administered Account) limited, in the case of a Claim
t
27•: described in this clause (iii) for which a County -Administered Account is liable,
28
hM&*aG^ r can. r+ rr -19 .
I to the extent that funds are not made available for the payment thereof by such
2 County -Administered Account as a result of the distributions made to such
3 County -Administered Account under the Comprehensive Settlement Agreement;
4 (iv) under the Recovery Bonds; (v) which is a Settlement Secured Claim; or
5 . (vi) which the County agrees to grant or allow to any County -Administered
6 Account which is a Releasing Party and is bound by the assignment contained in
7 . - Section 12 of the Comprehensive Settlement Agreement, to compensate such
8 i County Administered Account for all or any portion of the amount by which
i
9 such County -Administered Account's Revised Book Balance exceeds the amount
i�
10i 1 of the distributions made to such County -Administered Account out of Pool
III Assets, but only to the extent of (x) debt containing the same terms and
12i f conditions of the Recovery Bonds in a principal amount equal to up to three
1311 percent (3%) of such County -Administered Account's Revised Book Balance; and
t�
14 � i (y) debt containing the same terms and conditions as Settlement Secured Claims
IS.. in a principal amount equal to up to nine percent (9%) of such County-
,
161; Administered Account's Revised Book Balance; provided, however, that the term
17_ "Senior Claim" shall not include any Allowed Claim against the County (x) which
18: is subordinated to any other Allowed Claim against the County under
I .
191 section 510(b) or 510(c) of the Bankruptcy Code (other than by reason of any
2o; i contractual subordination provision governed by Section 510(a)), (y) which is a
21: Repayment Claim allowed under Section 7(a)(3) or Section 7(a)(4) of the
22.1 Comprehensive Settlement Agreement; or (z) which is held for the benefit of any
23� ° bank, broker, dealer or other third party against which any party to the
24•' Comprehensive Settlement Agreement has a Pool -Related Claim (determined
25 without regard to the provisions of Section 12 of the Comprehensive Settlement
26: Agreement), or any affiliate or related party of any such bank, broker, dealer or
27. • other third party.
EM
..r�c�xr+caRrs - 20 -
JOE
I 114. "Senior Claim Classes" means those CIasses that will receive
2 distributions under the Plan in part through enforcement of the subordination
3 provisions of the Comprehensive Settlement Agreement favoring Senior Claims
4 and in particular, Classes B-1, B-3, B4, B-5, B-7, ",13-9, B-10, B-11, B-12, B-13, 13-
5 15, 8-16, B-17, B-18, B-19, B-20, and B-26.
6 115. "Settlement Secured Claims" means those Claims allowed pursuant
7 : to Section 7(a) of the Comprehensive Settlement Agreement and which are
8 -: defined as Settlement Secured Claims in the Comprehensive Settlement
9 r: Agreement
101: 116. "Tax Distribution Order" means the Order Authorizing . •
11 i; Disbursement of Certain Prepetition Real Property and Other Taxes, and Other
12;1 Collected Receipts in Accordance with Non -Bankruptcy Law and Otherwise
13i j Applicable Orange County Regulatory Procedures entered by the Bankruptcy
14P Court in the Chapter 9 case entitled In re Orange County Investment Pools,
15- - SA-94-22273-M on or about January 26,1995.
16 117. "'Tax Refund Claim" means any Claim against the County for tax
17 refunds pursuant to California Revenue and Taxation Code section 5096, et. seq.,
18- or other applicable law.
19• - 118. "Third -Party Disbursing Agent" means any entity other than the
20 County designated by the County to act as Disbursing Agent pursuant to
21 : Section VLL.I of the Plan.
22� � 119. "TRANS Adequate Protection Stipulation" means the Stipulation
23 Regarding Provision of Adequate Protection to Holders of 1994-95 County of
24.: Orange Tax and Revenue Anticipation Notes, Series A and B approved by the
25:. Bankruptcy Court on December 19,1995.
26' 120. "Transfer+" has the meaning set forth in section 101(54) of the
27 Bankruptcy Code.
M
"eNPMG K Wrcvt a OENNM - 21-
w
1 121. "Unsecured Claim" means any Claim that is not an Administrative
2 Claim or Secured Claim.
3 122. "Unsecured Deficiency Claim" means any portion of a Claim to the
4 extent that the value of the claimholder's interest in the Property of the County
5 : securing the Claim is less than the amount of the Claim, or to the extent that the
6 ` amount of any Claim subject to setoff is less than the amount of such Claim, as
': determined pursuant to section SM(a) of the Bankruptcy Code.
8. 123. "Withheld Proceeds" means any Cash or Cash equivalents which
9 :1 constitute the proceeds of any assets accounted for in the Pools, but which have
101 been withheld by a third party other than in the Fannie Mae Escrow under an
lip adverse claim of right to such proceeds. As of December 20,1995, the Withheld
12! Proceeds include the amounts held by the adverse claimants identified in
1311 Exhibit 10. In the event that any amounts are recovered from any such adverse
14 r claimant which could only constitute a recovery of Withheld Proceeds or
15*; Litigation Proceeds, whether as a result of a judgment of a court, an award of an
16 • arbitrator, or a settlement with such adverse claimant, then unless such recovery
17 is the result of a court order or arbitrator's award which is accompanied by
18 findings which permit an allocation of such recovery as between Withheld
19 • Proceeds and Litigation Proceeds, the amounts so received from such adverse
20, claimant, up to the amount of the Withheld Proceeds held by and not previously
21: recovered from such adverse claimant, shall be deemed to be a recovery of ,
22. ; Withheld Proceeds, and the remainder be deemed to be Litigation Proceeds.
23': B. Interpretation, Computation of Time and Governing Law.
e'
24 1. Defined Terms.
25.. Any term used in this Plan that is not defined in this Plan, either iri
26 Section HA (Definitions) or elsewhere, but that is used in the Bankruptcy Code
94
. . �► rr - 22 .
I or the Bankruptcy Rules, has the meaning assigned to that term in the
2 Bankruptcy Code or the Bankruptcy Rules.
3 2. Rules of Interpretation.
4 For purposes of the PIan: (a) whenever from the context it is appropriate,
5 each term, whether stated in the singular or the plural, shall include both the
6 singular and the plural; (b) any reference in the Plan to a contract, instrument,
7 release or other agreement or document being in a particular form or on
g . particular terms and conditions means that such document shall be substantially
9 in such form or substantially on such terms and conditions; (c) any reference in
W . the Plan to an existing document or Exhibit Filed or to be I~ 'fled means such
11: document or Exhibit, as it may have been or may be amended, modified or
12• • supplemented; (d) unless otherwise specified in a particular reference, all
13; - references in the Plan to Sections and Exhibits are references to Sections and
14" Exhibits of or to the Plan; (e) the words "herein," "hereof," "hereto, 'hereunder"
15 and others of similar import refer to the Plan in its entirety rather than to only a
16, particular portion of the Plan; (f) captions and headings to Sections are inserted
17. for convenience or reference only and are not intended to be a part of or to affect
18 the interpretation of the Plant; and (g) the rules of construction set forth in
19 section 102 of the Bankruptcy Code shall apply.
20.. 3. Time Periods.
21' In computing any period of time prescribed or allowed by the Plan, the
22 - provisions of Bankruptcy Rule 9006(a) shall apply.
2.31 4. Governing Law.
24' . Except to the extent that the Bankruptcy Code or Bankruptcy Rules are
25 applicable and subject to the provisions of any contract, instrument, release, or
26. - other agreement or document entered into in connection with the Plan, the rights
27:. and obligations arising under the Plan shall be governed by, and construed and
28:
►..�.►r�++.s�+.rr - 23 -
1
2
3
4
161
IT.
19i.
20i'
211
22:I
W
24P
Z5;11
7.6111
27!
28'
11
i=
►,
enforced in accordance with, the laws of the State of California, without giving
effect to the principles of conflict of laws thereof.
III. DESIGNATION OF CLASSES OF CLAIMS
The following is a designation of the Classes of Claims under this Plan. In
accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative
Claims described in Article IV of the Plan have not been classified and are
excluded from the following Classes. A Claim is classified in a particular Class
only to the extent that the Claim qualifies within the description of that Class and
is classified in another Class or Classes to the extent that any remainder of the
Claim qualifies within the description of such other Class or Classes. A Claim is
classified and included in a particular Class only to the extent that the Claim is an
Allowed Claim in that Class and has not been paid, released or otherwise
satisfied before the Effective Date.
The dassification of Claims related to certificates of participation
(Classes A-6 through A-17, and Classes B-15 through B-22) is made solely for the
purpose of providing that the Claims in such Classes will be unimpaired under
the Plan, and not for any other purpose. Without limiting the generality of the
foregoing, such classification does not constitute a characterization of all or any
part of the transactions related to certificates of participation as a "true lease,"
"financing lease" or "indebtedness" under applicable non -bankruptcy taw,
including, without limitation, under California'constitutionaI and statutory debt
limitation provisions.
A. Secured Claims.
Class A-1: Secured Claims against the County under or evidenced by the
County of Orange, California 1994-95 $600 million Taxable Notes, as modified by
the Note Debt Rollover Agreement.
HENMOW WEPCER A Kt*dM
-24-
I Class A-2: Secured Claims against the County under or evidenced by the
2 County of Orange, California 1994-95 $169 million Tax and Revenue Anticipation
3 Notes --Series A, as modified by the Note Debt Rollover Agreement.
4 Class A-3: Secured Claims against the County under or evidenced by the
5, County of Orange, California 1994-95 $169 million Tax and Revenue Anticipation
V Notes --Series A.
7 Class A-4: Secured Claims against the County under or evidenced by the
8 : County of Orange, California 1994-95 $31 million Tax and Revenue Anticipation
9 is Notes --Series B, as modified by the Note Debt Rollover Agreement.
101; Class A-5: Settlement Secured Claims to the extent such Claims are
11 i; Secured Claims.
12I ; Class A-6: Secured Claims against the County under or evidenced by
13; * documentation governing the County of Orange, California,1988 Certificates of
14 ; Participation (Solid Waste Management System).
15" Class A-7: Secured Claims against the County under or evidenced by
16- documentation governing the County of Orange, California,1992 Refunding
1T' Certificates of Participation (juvenile justice Center Facility).
lg Class A-8: Secured Claims against the County under or evidenced by
19'= documentation governing the County of Orange, California, Certificates of
201' Participation (Loma Ridge/Data Center Projects).
2VI Class A4. Secured Claims against the County under or evidenced by
22' , documentation governing the County of Orange, California, Certificates of
23, - Participation (Civic Center Expansion Project).
Class A 10: Secured Claims against the County under or evidenced b
24; • - g tY Y
25 documentation governing the County of Orange, California, Certificates of
26. Participation Series 1986 (Telecommunications).
27' .
I Class A-11: Secured Claims against the County under or evidenced by the
2 County of Orange, California, Airport Revenue Bonds, Series 1987.
3 Class A-12: Secured Claims against the County under or evidenced by the
4 County of Orange, California, Airport Revenue Refunding Bonds, Series 1993.
5 Class A-13: Secured Claims against the County under or evidenced by
6 documentation governing the County of Orange, California, Refunding
7 Certificates of Participation (1985 Office/Harbor Court).
8 Class A-14: Secured Claims against the County under or evidenced by
9 i 't documentation governing the County of Orange, California, Refunding
loll Certificates of Participation (Civic Center Parking Facilities Project). -
i l Class A-15: Secured Claims against the County under or evidenced by
121, documentation governing the County of Orange, California, Subordinated
13,'i Airport Revenue Certificates of Participation (1990 Loading Bridge and Baggage
14i l Handling).
.,
15i Class A-16: Secured Claims against the County under or evidenced by
16': documentation governing the County of Orange, California Certificates of
17" Participation (Master Lease Program -1993 Projects)1993 Series A.
18; ; Class A-17: Secured Claims against the County under or evidenced by
19: documentation governing the County of Orange, California Certificates of
20- � Partidpation (Master Lease U (1990-1991)). '
210 Class A-18: Secured Claims against the County under or evidenced by the
22!: 1 County Improvement Serial Bonds
231; Class A-19: Repayment Claims held by Schools, to the extent such Claims
i;
24:1 a1e Secured Claims.
25; i Class A-2D: Repayment Claims to the extent such Claims are Secured
26; i Claims and are not included in Class A-19.
27..
2g:
r EWGGAt WACIA • $004n - 26 -
A,
I Class A-21: Secured Claims against the County that are not classified in
2 any of CIasses A-1 through A-20, inclusive.
3 . B. General Unsecured Claims.
4 : r Class B-1: Unsecured Deficiency Claims against the County under or
5 evidenced by the County of Orange, California 1994-95 $600 million Taxable
6 : Notes, as modified by the Note Debt Rollover Agreement, that are Senior Claims.
7!1 Class B-2: Unsecured Deficiency Claims against the County under or
a;. evidenced by the County of Orange, California 1994-95 $600 million Taxable
g 11 Notes, as modified by the Note Debt Rollover Agreement, that are not classified
101 ' in Class B-1. -
11 Class B-3: Unsecured Deficiency Claims against the County under or
s
12 evidenced by the County of Orange, California 1994-95 $169 million Tax and
i
1311 Revenue Anticipation Notes -- Series A, as modified by the Note Debt Rollover
14:Agreement.
15?: Class B-4: Unsecured Deficiency Claims against the County under or
I6.. evidenced by the County of Orange, California $169 million Tax Revenue and
17. Anticipation Notes -- Series A.
18 : Class B-5: Unsecured Deficiency Claims against the County under or
19; evidenced by the County of Orange, California 1994-95 $31 million Tax and
20'• Revenue Anticipation Notes — Series B, as modified by the Note Debt Rollover
i
21; ; Agreement
1; Class B-6: Unsecured Claims against the County under or evidenced by
23, the Pension Bonds Series 1994A.
241` Class B-7: Unsecured Claims against the County under or evidenced by
25.: the Pension Bonds Series 1994B.
26'
�J
K-H
-27-
I Class B-8: Unsecured Claims against the County under or evidenced by
2 the County Sanitation District No.12 Bonds dated January 1,1963 in the original
3 principal amount of $1,810,000.
4 Class B-9: Unsecured Claims against the County under or evidenced by
5 the County of Orange General Obligation Bonds dated July 1,1957 in the original
6 principal amount of $7,510,000.
7 Class B-10: Schedule 1 County -Administered Account Claims.
g Class B-11: School County -Administered Account Claims.
9 Class B-12: Non -School Municipality County -Administered Account
10 Claims.
11 Class B-13: County -Administered Account Claims (i) not classified in any
12 of Gasses B-10, B-11 and B-12 and (ii) not including Schedule 2 County-
13 1 Administered Account Claims.
14 • Class B-14: Settlement Secured Claims to the extent such Claims are
15 Unsecured Deficiency Claims.
16 Class 8-15: Unsecured Deficiency Claims against the County under or
17 evidenced by documentation governing the County of Orange, California 1992
18 Refunding COP (juvenile Justice Center Facility).
19 Class B-16: Unsecured Deficiency Claims against the County under or
20 evidenced by documentation governing the County of Orange, California
21 Certificates of Participation (Loma Ridge/Data Center Projects).
22. Class B-17: Unsecured Deficiency Claims against the County under or
23 evidenced by documentation governing the Certificates of Participation (Civic
24 Center Expansion Project).
25 Class B-18: Unsecured Deficiency Claims against the County under or
26 evidenced by documentation governing the County of Orange, California
27 Certificates of Participation Series 1986 (Telecommunications).
28-
MCWOGA . MEFCO a ors - 28 -
I Class B-19: Unsecured Deficiency Claims against the County under or
2 evidenced by documentation governing the County of Orange, California,
3 Refunding Certificates of Participation (1985 Office/Harbor Court).
4 - Class B-20: Unsecured Deficiency Claims against the County under or
5 , � evidenced by documentation governing the County of Orange, California,
6 = Refunding Certificates of Participation (Civic Center Parking Facilities Project).
7 Class B-21: Unsecured Deficiency Claims against the County under or
g =' evidenced by documentation governing the County of Orange, California
9 Certificates of Participation (Master Lease Program -1993 Projects)1993 Series A.
101 Class B-22: Unsecured Deficiency Claims against the County under or
111evidenced by documentation governing the County of Orange, California
i
12Certificates of Participation (Master Lease II (1990-I991)).
13! Class B-23: Unsecured Claims against the County for indemnity,
1
IQreimbursement or contribution under applicable non -bankruptcy law or
15i: agreement
161 i
170
,�
18<<
19i',
�t
20!
I�
21
22:
23 i
241
251
26::
Class B-24: Unsecured Claims against the County constituting Tax Refund
Claims, excluding the portions of which were paid pursuant to the Bankruptcy
Court's April 28,1995, Order Granting Debtor's Motion for Authorization to Pay
Post -Petition Claims for Tax Refunds and a Portion of Prepettion Claims for Tax
Refunds.
Class 11-25: Unsecured Claims against the County arising under County
Fee Credit Agreements.
Class B-26: Unsecured Claims against the County that are not classified in
any of Classes B-1 through B-24 inclusive, or Classes C-1 through C-4 inclusive,
and that are Senior Claims.
Class B-27: Unsecured Claims against the County that are not classified in
y: any other Class.
HENNI W rarer 4 le.An
- 29 -
1 Class B-28: Unsecured Claims against the County (i) that, absent the
z existence of this Class B-28, otherwise would be classified in any of Classes B-1
3 through B-27, inclusive, and (ii) having an Allowed Amount of $1,000 or less.
4 Class B-28 shall also include those Claims of holders of any Claims in Classes 13-1
5 . through B-27, inclusive, who timely elect (the "Small Claim Election") to reduce
6 : , all of such holder's Unsecured Claims against the County to a single aggregate
7 . Claim not to exceed $1,000 ("Small Claim"} by so electing on the ballot for
g : ' accepting or rejecting the Plan and to receive on account of such aggregate Claim
9 + a distribution in Cash equal to the reduced Allowed Amount of such holder's
�i
loll Small Clain. The Claim of a holder that would have been classified in any of
III! Classes B-1 through B-27, inclusive, absent the existence of this Class B-28, and
12; ' for which the holder makes the Small Claims Election, shall be deemed to be a
13t I waiver by such electing holder of any right to participate in any of Classes B-1
14;; through B-27, inclusive, as to any and all Claim held by such holder.
13 C. Subordinated Unsecured Claims.
:161 ! Class C 1: Unsecured Deficiency Claims relating to Repayment Claims
17 held by Schools.
18 Class C-2: Unsecured Deficiency Claims relating to Repayment Claims
19,11 not classified in Class C•1.
20'Class C-3: AllClaims against the County based upon or arising from
21;; rescission of a purchase or sale of a security of the County or of an affiliate of the
22• County, for damages arising from the purchase or sale of such a security, or for
23; reimbursement or contribution allowed under section 502 of the Bankruptcy
z4 = Code on account of such Claims.
25 Class C4: All Claims against the County for any fine, penalty or
26.
forfeiture, or for multiple, exemplary or punitive damages, to the extent that any
271
rKI M
NtNhr ,k weft-" s OENrr
-30-
I such Claim does not constitute compensation for the actual pecuniary losses of
2 the holder.
3 IV. TREATMENT OF CLASSES OF CLAIMS
4 A. General.
a 1. Distribution Date.
6 a. Impaired Classes.
7 Except as otherwise provided below and elsewhere in this Plan, and except
8 ' as otherwise agreed by the holder of a particular Claim, property to be
9 i distributed under this Plan to Creditors holding Allowed Claims in an impaired
10' ` Glass: (a) shall be distributed on or as soon as practicable after the Effective Date
11 ; to each holder of an Allowed Claim that is an Allowed Claim as of the Effective
12" Date (but in no event later than ninety (90) days after the Effective Date), and
13, - (b) shall be distributed to each holder of an Allowed Claim of that Class that is
14 ' allowed after the Effective Date, to the extent allowed, within thirty (30) calendar
15 '. days after the order allowing the Claim becomes a FuW Order. Provided that the
16 Effective Date has occurred on or before June 15,1996, distributions under this
17 . Plan to the holders of Allowed Claims in Classes A-3, B-2 and B4 shall be made
181, on or before June 30,1996.
19 b. Unimpaired Classes and Administrative Claims.
20, Except as otherwise agreed by the holder of a particular Claim, property to
21 be distributed under this Plan to Creditors holding Allowed Claims in a Class
22. that is not impaired or on account of an Administrative Claim shall be distributed
2-3-! on the latest of (a) the later of the two dates specified in the preceding paragraph,
24 and (b) the date on which the distribution to the holder of the Allowed Claim
25" would have been due and payable under the terms of the applicable agreement
26� � or, absent any such agreement, applicable law, in the absence of this Plan.
27 Provided that the Effective Date has occurred on or before June 15,1996,
289
r�ov.u� +r+C�+ a rE►wErr -31-
distributions under this Plan to the holders of Allowed Claims in Classes A-1,
2 A 2, A-4, B-1, B-3 and B-5 shall be made on or before June 30,1996.
3 2. Elimination of Subordination Rights.
4 : ; Any right of a holder of a Senior Claim to enforce the contractual
5 ; subordination provisions included in the Comprehensive Settlement Agreement,
6 ; and any right to recover from the legal or beneficial holder of any Claim the
7 ; consideration distributed under this Plan to such holder on account of any such
81, provision, will terminate upon the distribution of such consideration. For the
9 ; j purpose of the preceding sentence, a distribution shall be deemed to occur on the
10l I earlier of W a distribution to a holder of an Allowed Claim, whether or not such
11 j distribution is unclaimed or undeliverable as descn'bed in Section V7.L4.b. of the
12! Plan, or (ii) a deposit of property into a Disputed Claims Reserve in respect of a
i3 ' I Disputed Claim. The distribution to any Creditor on account of a Senior Claim or
141' the deposit of property into a Disputed Claims Reserve on account of a Senior
15;' Claim that is a Disputed Claim shall be in full satisfaction of any such
16.1 subordination rights.
17 . Pursuant to Bankruptcy Rule 9019 and in consideration for the
18: distributions and other benefits provided under the Plan, the provisions of this
19. Section IVAI shall constitute a good faith compromise and settlement of all
2D claims or controversies relating to termination of such subordination rights. The
21:, entry of the Confirmation Order shall constitute the Bankruptcy Court's approval
22•; of the compromise or settlement of all such claims or controversies and the
23. : Bankruptcy Court's finding that such compromise and settlement is in the best
24 interests of the County, and its Creditors, and is fair, equitable and reasonable.
26
Rh
. W-NNMG w. r OCM a IV44" - 32 -
I B. Administrative Claims.
2 1. General.
3 Subject to the bar date provisions for Administrative Claims herein, each
4 holder of an Administrative Claim shall receive, on account of the Administrative
5 Claim and in full satisfaction thereof, Cash equal to the amount of such
6 Administrative Claim, unless the holder of such Administrative Claim agrees or
7 shall have agreed to other treatment of such Claim.
8 All of the County's obligations under the Recovery Bonds and under
9 related documents or agreements shall be satisfied in accordance with the terms
10 of the documents governing the Recovery Bonds. Without limiting the generality
11 - • of the foregoing, all terms of and the security granted with respect to the
12 • Recovery Bonds under and pursuant to the terms of the Recovery Bonds,
13. documents and agreements related thereto, prior orders of the Bankruptcy Court
14 • and state and federal statutes, including, without limitation, the pledge and first
15 priority perfected lien on motor vehicle license fees in favor of the Recovery
16 Bonds, are confirmed herein and shall remain valid, enforceable and perfected
17 after the Effective Date in accordance with the terms thereof. In addition,
18 without limiting the foregoing, to preserve and protect the right of the Recovery
19 Bonds to receive payments prior to Administrative Claims and Unsecured
20 Claims as set forth in the May 2,1995 and June 5,1995 Orders of the Bankruptcy
21 Court, the Recovery Bonds shall at all times have the right to receive, from any
22 source to which the Recovery Bonds are entitled, each scheduled payment in
23 accordance with, and any other amount that becomes due under, the terms of the
24 Recovery Bonds and the agreements related thereto.
25 All of the County''s obligations under the New Teeter Bonds and under any
26. related documents or agreements shall be satisfied in accordance with the terms
27 of the documents governing the New Teeter Bonds. Any lien, security interest or
28
- 33 -
1 encumbrance which collateralizes the New Teeter Bonds shall remain valid,
2 enforceable and perfected after the Effective Date in accordance with the terms of
3 the documents governing the New Teeter Bonds.
4 2. Bar Date for Administrative Claims.
5 a. General Provisions.
6 ' Except as provided below in Sections iV.B.2.c and 1V.B.24, requests for
7 payment of Administrative Claims must be Filed no later than sixty (60) days
g ' after the Effective Date. Holders of Administrative Claims (including, without
9 ' limitation, professionals requesting compensation or reimbursement of expenses
10° and the holders of any Claims for federal, state or local taxes) that are required to
11: { File a request for payment of such Claims and that do not File such requests by
121 the applicable bar date shall be forever barred from asserting such Claims against
13'•; the County or any of the Property of the County. Neither the holders of
141 i Recovery Bonds nor the holders of New Teeter Bonds nor the issuers of any bond
15.. insurance policies or letters of credit which assure the payment of either the
16 Recovery Bonds or the New Teeter Bonds or any other person or entity having a
17 claim under the Recovery Bonds, the New Teeter Bonds or any related
18 ; agreements shall be required to file a request for payment on account of any
19 • claim represented by either the Recovery Bonds or the New Teeter Bonds.
20, c b. Professionals.
21 ! I For all services rendered before the Effective Date (including, without
22; limitation, any compensation requested by any professional or any other entity
23: for making a substantial contribution in the County's Chapter 9 Case), all
21professionals or other entities requesting compensation or reimbursement of
25; ; expenses pursuant to section 503(b) of the Bankruptcy Code shall File and serve
26 - on the County an application for final allowance of compensation and
27, reimbursement of expenses no later than sixty (60) days after the Effective Date.
x8 '
.v *WMOGAx WYCEM s KNW" - 34 -
0.
I Objections to such applications of professionals for compensation or
2 reimbursement of expenses must be Filed and served on the County and the
3 - professional no later than ninety (90) days after the Effective Date.
4 C. Ordinary Course Liabilities.
5 :' Holders of Administrative Claims based on liabilities incurred in the
6 ;: ordinary course of the County's business other than Claims of governmental
7 : units for taxes or interest and/or penalties related to such taxes shall not be
81, required to File any request for payment of such Claims. Such Administrative
9 ; l Claims shall be assumed and paid by the County pursuant to the terms and
loll conditions of the particular transaction giving rise to such Administrative Claim,
11 without any further action by the holders of such Claims.
1211, d. Tax Claims.
131 All requests for payment of Administrative Claims and other Claims by a
14s i governmental unit for taxes (and for interest and/or penalties related to such
15r taxes) for any tax year or period, all or any portion of which occurs or falls within
16.! the period from and including the Petition Date through and including the
17.: Effective Date ("Postpetition Tax Claims") and for which no bar date has
otherwise been previously established, must be Filed on or before the later of
ig W 60 days following the Effective Date; and (ii)120 days following the filing of
20ithe tax return for such taxes for such tax year or period with the applicable
21.1 governmental unit: Any holder of any Postpetition Tax Claim that is required to
22 File a request for payment of such taxes and does not File such a proof of claim
23 ; by the applicable bar date shall be forever barred from asserting any such
24.' Postpetition Tax Claim against the County, or Property of the County, whether
25.. any such Postpetition Tax Claim is deemed to arise prior to, on, or subsequent to
26 , ' the Effective Date.
27'
M
► .NW. K III. KNNM
-35-
l C. Treatment of Secured Claims and Related Unsecured Deficiency
2 Claims.
3 1. Class A-1(Taxable Notes, as modified by the Note
4 Debt Rollover Agreement).
5 Class A-1 is not impaired under this Plan. Each holder of a Class A-1
6 : Claim shall receive a Pro-Rata portion of all property accounted for in County-
7 Administered Account numbers 274 and 2745, the aggregate amount of which is
g ; set forth in Exhibit 3 under the heading "Cash Available" for account
9 1; numbers 274 and 274S.
loi j Pursuant to Bankruptcy Rule 9019 and in consideration for the
11:1 distributions and other benefits provided under the Plan, the provisions of this
12 j Section shall constitute a good faith compromise and settlement of all claims or
13V controversies relating to the validity, enforceability and priority of any liens
14:1 collateralizing Class A-1 Claims. The entry of the Confirmation Order shall
15 constitute the Bankruptcy Courts approval of the compromise or settlement of
16' - all such claims or controversies and the Bankruptcy Court's finding that such
17 ' compromise and -settlement is in the best interests of the County, and its
lg : Creditors, and is fair, equitable and reasonable.
19• � 2. Class B-1 (Unsecured Deficiency Claims Under
20: Taxable Notes, as modified by the Note Debt Rollover
21' Agreement, that are Senior Claims).
22.: Class B-1 is not impaired under this Flan. Each holder of a Class B-1 Claim
23:i shall receive a distribution of Cash in an amount equal to the Allowed Amount of
24 such Claim. A portion of the distnbution specified in the preceding sentence is
25 . attributable to the enforcement, pursuant to section 510(a) of the Bankruptcy
26. Code, of subordination provisions favoring Senior Claims.
27
a
1 3. Class B-2 (Unsecured Deficiency Claims Under
2 Taxable dotes, as modified by the Note Debt Rollover
3 ' Agreement, that are not Senior Claims).
4 Gass B-2 is unpaired under this Plan. Each holder of a Gass B-2 Claim
5 i shall receive, on account of such Claim: (i) a distribution of Cash in an amount
61. equal to any postpetiton interest included in such Allowed Claim and not
7 previously paid and (ii) a distribution of Cash in an amount equal to .50 (501%)
g I multiplied by the difference between (a) the Allowed Amount of such Allowed
9 j ` Unsecured Deficiency Claim and (b) postpetition interest allowed pursuant to the
10! Note Debt Rollover Agreement and included in such Claim. Holders of Class 5-2
II
1111 Claims shall be entitled to retain all amounts previously paid pursuant to the .
it
12! Post -Petition Interest Orders and the Note Debt Rollover Agreement.
1314 4. Class A-2 and Class B-3 (Series A TRANS, as modified
1411 by the Note Debt Rollover Agreement).
15 = Class A-2 and Class B-3 are not impaired under this Plan. Each holder of a
16. Class A 2 Claim and Class B-3 Claim shall receive a distribution of Cash in an
17. amount equal to the Allowed Amount of such Claims. A portion of the
18 distribution specified in the preceding sentence is attributable to the enforcement,
19- - pursuant to section 510(a) of the Bankruptcy Code, of subordination provisions
201: favoring Senior Claims. Upon the distribution of Cash pursuant to this
t
21 !; paragraph, all liens, encumbrances, pledges and all other rights created for the
22;; benefit of holders of Class A-2 Claims shall be released pursuant to the T ANs
23; i Adequate Protection Stipulation.
24 Pursuant to Bankruptcy Rule 9019 and in consideration for the
25: distributions and other benefits provided under the Plan, the provisions of this
26. Section shall constitute a good faith compromise and settlement of all claims or
27. controversies relating to the validity, enforceability and priority of any liens
281
I collateralizing Class A-2 Claims. The entry of the Confirmation Order shall
2 constitute the Bankruptcy Court's approval of the compromise or settlement of
3 all such claims or controversies and the Bankruptcy Court"s finding that such
4 compromise and settlement is in the best interests of the County, and its
5 Creditors, and is fair, equitable and reasonable.
5. Class A-3 and Class B4 (Series A TRANs).
7 :. Class A-3 and Class B-4 are impaired under this Plan. The holder of each
8 ! . Class A-3 Claim and Class B-4 Claim shall receive a distribution of Cash in an
9 I; amount equal to the Allowed Amount of such Claims. A portion of the
loll distribution specified in the preceding sentence is attributable to the enforcement, -
III, pursuant to section 510(a) of the Bankruptcy Code, of subordination provisions
121 I favoring Senior Claims. Upon the distribution of Cash pursuant to this
1311 paragraph, all liens, encumbrances, pledges and all other rights created for the
14 benefit of holders of Class A-3 Claims shall be released pursuant to the TRANs
151; Adequate Protection Stipulation.
16i • Pursuant to Bankruptcy Rule 9019 and in consideration for the
17. = distributions and other benefits provided under the Plan, the provisions of this
18;: Section shall constitute a good faith compromise and settlement of all claims or
19: ; controversies relating to the validity, enforceability and priority of any liens
2o, : collateralizing Class A•3 Claims. The entry of the Confirmation Order shall
2111 constitute the Bankruptcy Court's approval of the compromise or settlement of
221: all such claims or controversies and the Bankruptcy Court's finding that such
23 compromise and settlement is in the best interests of the County, and its
2V Creditors, and is fair, equitable and reasonable.
25= .
26-
271
28;
:i e+EHr+ra►x.+ct� arr • 38 -
1 6. Class A4 and Class B-5 (Series B TRANs, as modified
by the Note Debt Rollover Agreement).
3 Class A and Class B-5 are not impaired under this Plan. The holder of
4 each Class A4 Claim and Class B-5 Claim shall receive a distribution of Cash in
5 an amount equal to the Allowed Amount of such Claims. A portion of the
6 distribution specified in the preceding sentence is attributable to the enforcement,
7 pursuant to section 510(a) of the Bankruptcy Code, of subordination provisions
8 favoring Senior Claims. Upon the distribution of Cash pursuant to this
q . paragraph, all liens; encumbrances, pledges and all other rights created for the
10 ' benefit of holders of Class A-4 Claims shall be released pursuant to the TRANs
11 ; Adequate Protection Stipulation.
12� Pursuant to Bankruptcy Rule 9019 and in consideration for the
13 distributions and other benefits provided under the Plan, the provisions of this
14. Section shall constitute a good faith compromise and settlement of all claims or
15- controversies relating to the validity, enforceability and priority of any liens
16 - collateralizing Class A4 Claims. The entry of the Confirmation Order shall
17 constitute the Bankruptcy Court's approval of the compromise or settlement of
18 all such claims or controversies and the Bankruptcy Court's finding that such
19 : compromise and settlement is in the best interests of the County, and its
20 . Creditors, and is fair, equitable and reasonable.
21 7. Qass A-6 (1988 Certificates of Participation (Solid
22 Waste Management System)).'
23 Class A-6 is not unpaired under this Plan. Claims in such Class will be
24 treated as follows: (a) Any default other than a default of a kind specified in
25 - section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
26 Claim shall be reinstated as the maturity existed before any defaults; (c) the
27: holder of the Claim shall be compensated for any damages incurred as the result
HENWGM. MERCER a OENNM - 39 -
1 of any reasonable reliance by the holder of such Claim on any provision or
2 applicable law that entitled the holder to accelerate maturity of the CIaim; and
3 (d) the other legal, equitable, or contractual rights to which the Claim entitles the
4 holder shall not otherwise be altered. There are no uncured defaults, other than
5 defaults of the kind specified in section 365(b)(2) of the Bankruptcy Code, under
6 • the documentation evidencing Class A-6 Claims; accordingly, the County shall
7 : not be required to make any payments or other distributions pursuant to clauses
g (a) or (c) of the preceding sentence.
9 ; ! A Claim in such Class shall not include attorneys' fees or costs or other
10' amounts paid for services or expenses in the case or incident to the Plan
.,
10 otherwise due to the holder of such Claim, or due to any Indenture Trustee for
12� services relating to such.Claim, pursuant to any applicable contractual or
13" statutory provision unless, and only to the extent that, the Bankruptcy Court
14'; determines prior to the Effective Date that such amounts are reasonable within
15' the meaning of section 943(b)(3) of the Bankruptcy Code:
16 S. Class A-7 and Class B-15 (1992 Refunding Certificates
17• of Participation (Juvenile Justice Center Facility)).
is- Classes A 7 and B-15 are not impaired under this Plan. Claims in such
19 Classes will be treated as follows: (a) Any default other than a default of a kind
20''• Specified in section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the
21 ; maturity of the Claim shall be reinstated as the maturity existed before any
22.; defaults; (c) the holder of the Claim shall be compensated for any damages
23. ; incurred as the result of any reasonable reliance by the holder of such Claim on
24• ! any provision or applicable law that entitled the holder to accelerate maturity of
25 - the Claim; and (d) the other legal, equitable, or contractual rights to which the
26: - Claim entitles the holder shall not otherwise be altered. The requirements of
27. clauses (a) and (c) of the preceding sentence shall be fully satisfied by the
94
I payment of Cash in an amount not to exceed $3,892,875, or such other amount as
2 may be agreed to in writing by the County, in respect of past due lease
3 obligations, into the reserve account provided for under the documentation
4. evidencing Class A-7 and Class B-15 Claims.
5 Claims in such Classes shall not include attorneys' fees or costs or other
6 amounts paid for services or expenses in the case or incident to the PIan
7 otherwise due to the holder of such Claims, or due to any Indenture Trustee for
8 ;. services relating to such Claims, pursuant to any applicable contractual or
9 : statutory provision unless, and only to the extent that, the Bankruptcy Court
10; determines prior to the Effective Date that such amounts are reasonable within
11; ! the meaning of section 943(b)(3) of the Bankruptcy Code.
12; 9. Class A-8 and Class B-16 (Certificates of Participation
13i! (Loma RidgelData Center Projects)).
14!;: Classes A-8 and B-16 are not impaired under this PIan. Claims in such
15: ' Classes will be treated under Option A or Option B below, at the election of the
16 County:
17 Option A: (a) Any default other than a default of a kind specified in
section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
19:: Claim shall be reinstated as the maturity existed before any defaults; (c) the
20;: holder of the Claim shall be compensated for any damages incurred as the result
211. of any reasonable reliance by the holder of such Claim on any provision or
22: ! applicable law that entitled the holder to accelerate maturity of the Claim; and
23=. (d) the other legal, equitable, or contractual rights to which the Claim entitles the
24' holder shall not otherwise be altered. The requirements of clauses (a) and (c) of
25: the preceding sentence shall be fully satisfied by the payment of Cash in an
26;' amount not to exceed $1,382,973, or such other amount as may be agreed to in
27. writing by the County, in respect of past due lease obligations, into the reserve
28..
:. W-W+r.W MEWAA A MEM14 r - 41-
I account provided for under the documentation evidencing Class A-8 and
2 ' Class B-16 Claims.
3 Option B: Each holder of a Class A-8 and Class B-16 Claim shall receive, on
4 1; account of such claims, a distribution of Cash in an amount equal to the Allowed
g ; - Amount of such Claims.
6 Claims in such Classes shall not include attorneys' fees or costs or other
7 amounts paid for services or expenses in the case or incident to the Plan
otherwise due to the holder of such Claims, or due to any Indenture Trustee for
9 :1 services relating to such Claims, pursuant to any applicable contractual or
Ioi l statutory provision unless, and only to the extent that, the Bankruptcy,Court
11 i f determines prior to the Effective Date that such amounts are reasonable within
i1
12; j the meaning of section 943(b)(3) of the Bankruptcy Code.
,1
13 i 10. Class A-9 and Class B47 (Certificates of Participation
M 11 (Civic Center Expansion Project)).
15; Classes A 9 and B-17 are not impaired under this Plan. Clairns in such
15; Classes will be treated as follows: (a) Any default other than a default of a kind
17. specified in section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the
IS: maturity of the Claim shall be reinstated as the maturity existed before any
19.1 defaults; (c) the holder of the Claim shall be compensated for any damages
2Q, incurred as the result of any reasonable reliance by the holder of such Claim on
21' i any provision or applicable law that entitled the holder to accelerate maturity of
22... the Claim; and (d) the other legal, equitable, or contractual rights to which the
23-; Claim entitles the holder shall not otherwise be altered. The requirements of
24' clauses (a) and (c) of the preceding sentence shall be fully satisfied by the
25:' payment of Cash in an amount not to exceed $2,611A%, or such other amount as
26; maybe agreed to in writing by the County, in respect of past due lease
27 -
a
}. rs _ WNcER & 8EW*-rr - 42 -
1 obligations, into the reserve account provided for under the documentation
2 evidencing Class A-9 and Class B-17 Claims.
3 Claims in such Classes shall not include attomeys' fees or costs or other
4 amounts paid for services or expenses in the case or incident to the Plan
5 otherwise due to the holder of such Claims, or due to any Indenture Trustee for
6 - - services relating to such Claims, pursuant to any applicable contractual or
7. statutory provision unless, and only to the extent that, the Bankruptcy Court
8 ±? determines prior to the Effective Date that such amounts are reasonable within
g ± the meaning of section 943(b)(3) of the Bankruptcy Code.
10 11. Class A-10 and Class B-18 (Certificates of Participation
s;
I !; Series 1986 (Telecommunications)).
12; Classes A•10 and B-18 are not impaired under this Plan. Claims in such
13� Classes will be treated under Option A or Option B below, at the election of the
14.. c County. .
15' : Option A: (a) Any default other than a default of a kind specified in
16': section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
17. Claim shall be reinstated as the maturity existed before any defaults; (c) the
1g_ holder of the Claim shall be compensated for any damages incurred as the result
W : of any reasonable reliance by the holder of such Claim on any provision or
20; applicable law that entitled the holder to accelerate maturity of the Clain(; and
21' l (d) the other legal, equitable, or contractual rights to which the Claim entitles the
22: ; holder shall not otherwise be altered. There are no uncured defaults, other than
23 i the defaults of the kind specified in section 365(b)(2) of the Bankruptcy Code,
24 �' under the documentation evidencing Class A-10 and Class B-18 Claims;
25% accordingly, the County shall not be required to make payments or distributions
6' pursuant to clauses (a) or (c) of the preceding sentence.
27:
28•'
41 Mfi aGm. MEWM A KPO4M - 43 -
I Option B: Each holder of a Class A-10 and Class B-19 Claim shall receive,
2 on account of such claims, a distribution in Cash in an amount equal to the
3 AlIowed Amount of such Claims.
4 Claims in such Classes shall not include attorneys' fees or costs or other
5 amounts paid for services or expenses in the case or incident to the Plan
6 ;: otherwise due to the holder of such Claims, or due to any Indenture Trustee for
7 services relating to such Claims, pursuant to any applicable contractual or
g ; i statutory provision unless, and only to the extent that, the Bankruptcy Court
9 j j determines prior to the Effective fate that such amounts are reasonable within
loll the meaning of section 943(b)(3) of the Bankruptcy Code.
t++
Ilj! 12. Class A-11(Airport Revenue Bonds, Series 1987).
120 Class A-11 is not impaired under this Plan. Each Claim in such Class will
131 1 be treated as follows: (a) Any default other than a default of a kind specified in
141 t section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
15 Claim shall be reinstated as the maturity existed before any defaults; (c) the
16 :j holder of the Claim shall be compensated for any damages incurred as the result
17: of any reasonable reliance by the holder of such Claim on any provision or
18 applicable that entitled the holder to accelerate maturity of the Claim; and (d) the
�f
19; other legal, equitable, or contractual rights to which the Claim entitles the holder
20 I shall not otherwise be altered. There are no uncured defaults, other than defaults
!`
21I; of the kind specified in section 365(b)(2) of the Bankruptcy Code, under the
2211 documentation evidencing Class A-11 Claims; accordingly, the County shall not
,1
23! be required to make any payments or other distributions pursuant to clauses (a)
241 I or (c) of the preceding sentence.
25; I A Claim in such Class shall not include attorneys' fees or costs or other
26! = amounts paid for services or expenses in the case or incident to the Plan
27` . otherwise due to the holder of such Claim, or due to any Indenture Trustee for
281 i
4: ►EM►kA14 KACE1 � �E+I+Et7 - 44 -
t services relating to such Claim, pursuant to any applicable contractual or
2 statutory provision unless, and only to the extent that, the Bankruptcy Court
3 determines prior to the Effective Date that such amounts are reasonable within
4 the meaning of section 943(b)(3) of the Bankruptcy Code.
5 13. Class A-12 (Airport Revenue Refunding Bonds,
6 Series 1993).
7 Class A-12 is not impaired under this Plan. Each Claim in such Class will
g be treated as follows: (a) Any default other than a default of a kind specified in
9 �+ section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
lot. CIaim shall be reinstated as the maturity existed before any defaults; (cr) the
11'; holder of the Claim shall be compensated for any damages incurred as the result
12--i of any reasonable reliance by the holder of such Claim on any provision or
131 applicable law that entitled the holder to accelerate maturity of the Clai= and
14: (d) the other legal, equitable, or contractual rights to which the Claim entitles the
15- • holder shall not otherwise be altered. There are no uncured defaults, other than
16 : defaults of the kind specified in section 365(b)(2) of the Bankruptcy Code, under
1T the documentation evidencing Class A-12 Claims; accordingly, the County shall
lg:. not be required to make any payments or other distributions pursuant to clauses
lg.: (a) or (c) of the preceding sentence.
204: A Claim in such Class shall not include attorneys' fees or costs or other
21 11amounts paid for services or expenses in the case or incident to the Plan
22• - otherwise due to the holder of such Claim, or due to any Indenture Trustee for
23:: services relating to such Claim, pursuant to any applicable contractual or
24`: statutory provision unless, and only to the extent that, the Bankruptcy Court
25: determines prior to the Effective Date that such amounts are reasonable within
26- - the meaning of section 943(b)(3) of the Bankruptcy Code.
27"
28.
1 14. Class A-13 and B-19 (Refunding Certificates of
2 Participation (1985 Office/Harbor Court)).
3 Classes A-13 and B-19 are not impaired under this Plan. Claims in such
4 : Classes will be treated as follows: (a) Any default other than a default of a kind
5 „ specified in section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the
6 - maturity of the Claim shall be reinstated as the maturity existed before any
defaults; (c) the holder of the Claim shall be compensated for any damages
8 !, incurred as the result of any reasonable reliance by the holder of such Claim on
9 ' any provision or applicable law that entitled the holder to accelerate maturity of
l0 i i the Claim,; and (d) the other legal, equitable, or contractual rights to which the
1 i I Claim entitles the holder shall not otherwise be altered. There are no uncured
12i, defaults, other than defaults of the kind specified in section 365(b)(2) of the
1311 Bankruptcy Code, under the documentation evidencing Class A-13 and Class B-
I4i S 19 Claims; accordingly, the County shall not be required to make any payments
15; : or other distributions pursuant to clauses (a) or (c) of the preceding sentence.
161 - Claims in such Classes shall not include attorneys' fees or costs or other
17.. amounts paid for services or expenses in the case or incident to the Plan
18; otherwise due to the holder of such Claims, or due to any Indenture Trustee for
19:i services relating to such Claims, pursuant to any applicable contractual or
2011 statutory provision unless, and only to the extent that, the Bankruptcy Court
211! determines prior to the Effective Date that such amounts are reasonable within
22 the meaning of section 943(b)(3) of the Bankruptcy Code.
23'1 i 15. Class A-14 and B-20 (Refunding Certificates of
it
24'
' ' ` Participation (Civic Center Parking Facilities Project)).
25=! Classes A-14 and B-2O are not impaired under this Plan. Claims in such
26 : Classes will be treated as follows: (a) Any default other than a default of a kind
27: - specified in section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the
28
MEMNGW hIMEA A PDOW r _ - 45 -
I maturity of the Claim shall be reinstated as the maturity existed before any
2 defaults; (c) the holder of the CIaim shall be compensated for any damages
3 incurred as the result of any reasonable reliance by the holder of such Claim on
4 any provision or applicable law that entitled the holder to accelerate maturity of
5 . the Claim; and (d) the other legal, equitable, or contractual rights to which the
6 Claim entitles the holder shall not otherwise be altered. The requirements of
7 : clauses (a) and (c) of the preceding sentence shall be fully satisfied by the
g payment of Cash in an amount not to exceed $342,184, or such other amount as
9 1 1 may be agreed to in writing by the County, in respect of past due Iease
10i i obligations, into the reserve account provided for under the documentation
11 ' ! evidencing Class A-14 and Class B-20 Claim.
12{ ; Claims in such Classes shall not include attorneys` fees or costs or other
130 amounts paid for services or expenses in the case or incident to the Plan
141 otherwise due to the holder of such Claims, or due to any indenture Trustee for
_•
15. i services relating to such Claims, pursuant to any applicable contractual or
16- � statutory provision unless, and only to the extent that, the Bankruptcy Court
17 : determines prior to the Effective Date that such amounts are reasonable within
1S: the meaning of section 943(b)(3) of the Bankruptcy Code.
19: • 16. Qass A-15 (Subordinated Airport Revenue
20- Certificates of Participation (1990 Loading Bridge and
21.1 Baggage Handling)).
22:, Class A•15 is not impaired under this Plan. Each Claim in such Class will
23': be treated under as follows: (a) Any default other than a default of a kind
?4- specified in section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the
25: maturity of the Claim shall be reinstated as the maturity existed before any
26- . defaults; (c) the holder of the Claim shall be compensated for any damages
27: incurred as the result of any reasonable reliance by the holder of such Claim on
28'
- 47 -
2 any provision or applicable law that entitled the holder to accelerate maturity of
the Claim; and (d) the other legal, equitable, or contractual rights to which the
3 Claim entities the holder shall not otherwise be altered. There are no uncured
4 defaults, other than defaults of the kind specified in section 365(b)(2) of the
5 Bankruptcy Code, under the documentation evidencing Class A-15 Claims;
6 accordingly, the County shall not be required to make any payments or other
7 = distributions pursuant to clauses (a) or (c) of the preceding sentence.
8 A Claim in such Class shall not include attorneys' fees or costs or other
9 amounts paid for services or expenses in the case or incident to the Plan
1p ' otherwise due to the holder of such Claim, or due to any Indenture Trustee for
11 services relating to such Claim, pursuant to any applicable contractual or
12d statutory provision unless, and only to the extent that, the Bankruptcy Court
13t i determines prior to the Effective Date that such amounts are reasonable within
14 ' ! the meaning of section 943(b)(3) of the Bankruptcy Code.
15, 17. Class A-16 and B-21(Certificates of Participation
16 (Master Lease Program • 1993 Projects)).
17. Classes A-16 and B-21 are not impaired under this Plan. Claims in such
18.. Classes will be treated under Option A or Option B below, at the election of the
19: i County:
20;; Option A: (a) Any default other than a default of a kind specified in
21 �' section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
22. Claim shall be reinstated as the maturity existed before any defaults; (c) the
?3 ; holder of the Claim shall be compensated for any damages incurred as the result
24:: of any reasonable reliance by the holder of such Claim on any provision or
25. applicable law that entitled the holder to accelerate maturity of the Claim; and
26" (d) the other legal, equitable, or contractual rights to which the Claim entitles the
27- holder shall not otherwise be altered. There are no uncured defaults, other than
28,
FEFMGrw. IMERCER EE�ErT - 48 -
I defaults of the kind specified in section 365(b)(2) of the Bankruptcy Code, under
2 the documentation evidencing Class A-16 and Class B-21 Claims; accordingly,
3 the County shall not be required to make any payments or other distributions
4 - pursuant to clauses (a) or (c) of the preceding sentence.
5 Option B: Each holder of a Class A-16 and Class B-21 Claim shall receive,
6 on account of such claims, a distribution of Cash in an amount equal to the
7 Allowed Amount of such Claims. If the County selects this Option B, (i) each
g holder of a Class A-16 and Class B-21 Claim shall release all liens, claim, and
911 interests in the "Construction and Acquisition fund" held by the Indenture
.,
loll Trustee for the benefit of holders of Class A-16 and Class B-21 Claims, -and 00 the
1I 1 l Indenture Trustee shall release all liens, claims, and interests in the Construction
12s1 and Acquisition Fund and shall turnover to the County the moneys contained in
•I
13� such Construction and Acquisition Fund.
1411 Claims in such Classes shall not include attorneys' fees or costs or other
sf
151, amounts paid for services or expenses in the case or incident to the Flan
161 i otherwise due to the holder of such Claims, or due to any Indenture Trustee for
17services relating to such Claims, pursuant to any applicable contractual or
Is" statutory provision unless, and only to the extent that, the Bankruptcy Court
19. i determines prior to the Effective Date that such amounts are reasonable within
2oi i the meaning of section %3(b)(3) of the Bankruptcy Code.
21i( 18. C3&ss A-17and Class B-22 (Certificates of Participation
22i t (Master Lease Program No. 21990-91)).
23. I Classes A-17 and B-22 are not impaired under this Plan. Claims in such
24 ; Classes will be treated under Option A or Option B below, at the election of the
25.-i County:
26.1 Option A: (a) Any default other than a default of a kind specified in
27! . section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
�i
28' f
-49 -
L1 HeHaCAN MS%c". VO**"
I Claim shall be reinstated as the maturity existed before any defaults; (c) the
2 holder of the Claim shall be compensated for any damages incurred as the result
3 of any reasonable reliance by the holder of such Claim on any provision or
4. applicable law that entitled the holder to accelerate maturity of the Claim; and
5 : (d) the other legal, equitable, or contractual rights to which the Claim entitles the
6.. holder shall not otherwise be altered. There are no uncured defaults, other than
7 � - defaults of the kind specified in section 365(b)(2) of the Bankruptcy Code, under
g , the documentation evidencing Class A-17 and Class 8-22 Claims; accordingly,
9 : the County shall not be required to make any payments or other distributions
pursuant to clauses a or c) of the preceding sentence.
loF° P { i { P S '
lilt Option B: Each holder of a Class A-17 and Class B-22.Claim shall receive,
121 ifon account of such claims, a distribution of Cash in an amount equal to the
1311 Allowed Amount of such Claims.
141 Claims in such Classes shall not include attorneys' fees or costs or other
15: ; amounts paid for services or expenses in the case or incident to the Plan
otherwise due to the holder of such Claims, or due to any indenture Trustee for
17 services relating to such Claims, pursuant to any applicable contractual or
M • statutory provision unless, and only to the extent that, the Bankruptcy Court
19. determines prior to the Effective Date that such amounts are reasonable within
20, ' the meaning of section 943(b)(3) of the Bankruptcy Code.
21`; 19. Class A-5 and Class B-14 (Settlement Secured Claims).
221: Classes A-5 and B-14 are impaired. Each holder of a Class A-5 and B-14
23; Claim shall receive, on account of such Claim, a Pro -Rats portion of moneys
24.. allocated to Class A-5 and Class B-14 Claims in Section VI.D.1(d)(1) of the Plan.
25; • Any security interest which collateralizes any Class A-5 Claim shall be modified
26: . and released to the extent necessary to permit all Pool -Related Claims to be fully
27;. subject to the control of the Representative and to permit the allocation and
28?'
1 distribution of Net Utigation Proceeds in accordance with Section VLD of this
2 Plan.
3 20. Class A-18 (County improvement Serial Bonds).
.1 Class A-18 is not impaired under this Plan. Each holder of Claire in such
5 Class shall retain unaltered the legal, equitable, and contractual rights to which
6 - . such Claim entitled the holder of such Claim.
7 21. Class A-21(Other Secured Claims).
g : Class A-21 is not impaired under the Plan. Each Claim in Class A-21 shall
9 i .' be treated under Option A or Option B below, at the election of the County:
10i j Option A: The County may transfer the property securing such Claim to
11i} the holder of the Claim, in full satisfaction of the holder's Secured Claim.
121 Option B: Such Claim may be treated as follows: (a) any default other than
131 a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code shall be
W cured; (b) the maturity of the Claim shall be reinstated as the maturity existed
f
T5t; before any default; (c) the holder of the Claim shall be compensated for any
16 ; damages incurred as a result of any reasonable reliance by the holder on any
17: provision or applicable law that entitled the holder to accelerate maturity of the
1g: Claim; and (d) the other legal, equitable, or contractual rights to which the Claim
19i. entitles the holder shall not otherwise be altered.
20 D. Treatment of Other Classes of Unsecured Claiats.
21 L Class B-6 (Pension Bonds Series x994A).
22Class B-6 is impaired under this Plan. Each Claim in Class B-6 shall be
23' i treated as follows:
24'' Each holder of a Class B-6 Claire shall retain the Pension Bonds
25; Series 1994A evidencing its Class 84 Claim, provided, however, that each
26-' Pension Bond Series 1994A shall be modified and amended by the Pension Bonds
27 : Series 1994A Amendment. The Pension Bonds Series 1994A Amendment shall
28
1 provide that (a) the maturity of the Pension Bonds Series 1994A shall be
2 reinstated as the maturity existed prior to any default thereunder, including but
3 not limited to any default based upon, arising out of or related to (i) the
4 commencement of the County Chapter 9 Case, (ii) any default or event of default
5 under the Pension Bonds Series 1994B and (iii) any default in the making of set
6 ; aside payments required to be made prior to the Effective Date, and (b) the
County shall have a one-time option exercisable not later than 15 calendar days
81. prior to the date ballots on this Plan are due to be returned to the County or its
,I
9 1 f agent, of eliminating any future set aside requirements by increasing the interest
�4
101 rate paid on the Pension Bonds Series 1994A by twenty-five (25) basis points (one
1] quarter of one percent (0.25°!0)) for the term remaining of the Pension Bonds
121Series 1994A after exercising such option.
13 Limited Cash Option for Class B-6 Claims. At the option of the County,
14. i the solicitation package relating to this Plan transmitted to each holder of a
15;: Claim B-6 Claim may include an election available to certain holders of Class B-6
16,! Claims (the "Cash Option"). The Cash Option will permit such holders to elect to
1 y,; receive on account of all or a portion of their Class B-6 Claims (in increments of
1g:! not less than $10,000) a distribution of Cash in an amount equal to the Allowed
19 < Amount of such Claim (or to the amount of such Clain which is the subject of a
2); ; Cash Option election). If the County determines to provide the Cash Option to
21 ! the holders of Class B-6 Claims, then on or before the last date set for receiving
22!' ballots for the acceptance or rejection of the Plan, each holder of a Class B-6
21 � Claire electing the Cash Option for all or any portion of its Claim shall submit a
2�,--' ballot accepting the Plan and including on its ballot the amount of its Class B-6
2;. Claim as to which such holder elects the Cash Option.
U . Within fifteen (15) days prior to the Effective babe, the County shall
27: determine, in its discretion, the maximum aggregate amount of Class B-6 Claims
28 •'
. "V.*E+.M _ - 52 -
1 to be treated under this Cash Option (the "Cash Option Amount"), and shall give
2 notice thereof to holders of Class B-6 Claims. If the Cash Option Amount is equal
3 to or greater than the aggregate Allowed Amount of Class B-6 Claims or portions
4 � • thereof which are the subject of a Cash Option election, then the County shall
5 provide under this Plan a distribution of Cash in an amount equal to the Allowed
Amount of all Class B-6 Claims to the Cash Option election. If the Cash Option
7 1 Amount is less than the aggregate Allowed Amount of Class B-6 Claims, or
g ; i portions thereof subject to a Cash Option election, then the County shall
;;
9 i 4 determine, in its sole and absolute discretion, which of the Class B-6 Claims that
i+
10� have elected the Cash Option will receive such treatment and which -shall receive
li the treatment specified in the first paragraph of this Section. The County may
it
IT specify the manner to be used in allocating the Cash Option Amount to Class B-6
131 Claims or portions thereof subject to a Cash Option election in the Disclosure
14 i 1 S to tement.
Z. Class B-7 (Pension Bonds Series 1994B).
161. Class B-7 is impaired under this Plan. Each Claim in Class B-7 shall be
17' treated under Option A or Option B below, at the election of the County.
g Option A: Each holder of a Class B-7 Claim shall retain the Pension Bonds
19,1 Series 1994B evidencing its Class B-7 Claim, provided, however, that each
1,
20H Pension Bond Series 1994B shall be modified and amended by the Pension Bonds
,,
210 Series 1994E Amendment.
2ZI, i Option B: Each holder of a Class B-7 Claim shall receive, on account of such
vi i claim, a distribution of Cash in an amount equal to the Allowed Amount of such
UP Claim.
2i+ �
2;•.
2til
I 3.' Class B-8 (County Sanitation District No.12 Bonds
2 dated January 1,1963).
3 Class B-8 is not impaired under this Plan. Each Claim in such Class will be
4 treated as follows: (a) any default other than a default of a kind specified in
5 section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
6 Claim shall be reinstated as the maturity existed before any defaults; (c) the
7 : holder of the Claim shall be compensated for any damages incurred as the result
8 '' of any reasonable reliance by the holder of such Claim on any provision or
g 1; applicable law that entitled the holder to accelerate maturity of the Clain; and
(d) the other legal, equitable, or contractual rights to which the Claim entitles the
Ili holder shall not otherwise be altered. There are no uncured defaults, other than
321i defaults of the kind specified in section 30(b)(2) of the Bankruptcy Code, under
1311
1 the documentation evidencing Class B-8 Claims; accordingly, the County shall
1 qi not be required to make any payments or other distributions pursuant to clauses
15: ; (a) or (c) of the preceding sentence.
16! 4. Class B-9 (General Obligation Bonds dated July 1,
17 : 19M.
1g: Class S-9 is not unpaired under this Plan. Each Claim in such Class will be
19•: treated as follows: (a) any default other than a default of a kind specified in
2a)i 'i section 365(b)(2) of the Bankruptcy Code shall be cured; (b) the maturity of the
22 i i Clairn shall be reinstated as the maturity existed before any defaults; (c) the
2: holder of the Clain shall be compensated for any damages incurred as the result
.4
2`; f of any reasonable reliance by the holder of such Claim on any provision or
24 ''. applicable law that entitled the holder to accelerate maturity of the Claim; and
25 : (d) the other legal, equitable, or contractual rights to which the Claim entitles the
26 - s holder shall not otherwise be altered. 'There are no uncured defaults, other than
27. defaults of the kind specified in section 365(b)(2) of the Bankruptcy Code, under
2$��
1 the documentation evidencing Class B-9 Claims; accordingly, the County shall
2 not be required to make any payments or other distributions pursuant to clauses
3 (a) or (c) of the preceding sentence.
4 S. Class B-10 (Schedule 1 County -Administered Account
g Claims).
6 .: Class B-10 is not impaired under this Plan. Each holder of an Allowed
7 Class B-10 Claim shall retain unaltered the legal, equitable and contractual rights
to which such Claim entities the holder of such Claim. A portion of the
g distribution specified in this section is attributable to the enforcement, pursuant
10! 1 to section 510(a) of the Bankruptcy Code, of subordination provisions favoring
11 I Senior Claims. All deficiencies in Schedule I County -Administered Accounts
1211 resulting from investment losses or the allocation of such losses pursuant to the
I�
13Bankruptcy Court's order approving the Comprehensive Settlement Agreement
10 entered on May 2,1995 shall be restored as promptly as possible on or after the
15; Effective Date.
16` 6. Class 13-11 (School County -Administered Account
t7•' Claims).
Class B-11 is impaired under this Plan. All deficiencies in School County-
19: i Administered Accounts resulting from investment losses or the allocation of such
01
0 � losses pursuant to the order approving the Comprehensive Settlement
1; Agreement shall be restored by crediting each School County -Administered
22`; Account with a pro rota portion of an amount equal to Available Cash retained by
6:
23! 1 the County at the conclusion of any Fiscal Year. Such adjustments to the balances
24 A of School County -Administered Account Claims shall be made annually within
25 ninety (90) days after the end of each Fiscal Year.
25 Notwithstanding the foregoing, if the County receives a distribution of Net
27: Litigation Proceeds pursuant to Section VLDA.(c) of the Plan prior to the time
231
.' WEWOMW MEF=A s SE W4M - 55 -
1 that all deficiencies described in this Section are restored, such distribution of Net
Z Litigation Proceeds shall be first applied to reduce such deficiencies and any
3 excess shall be retained by the County.
4. Each holder of an Allowed Class B-11 Claim shall, as promptly as
5 practicable following the later of (i) the Effective Date or (ii) the time such holder
of a Class B-11 Claim is lawfully entitled to receive such amounts under
7 : applicable non bankruptcy law, receive, in one or more distributions, on account
of such Claim, Cash in an amount equal to the lesser of (y) a Pro Rata portion of
5:
911 amounts accounted for as available for distribution in the pertinent School
jo
1oi` County -Administered Account as set forth above and (z) the Allowed Amount of
11 `, such Claim A portion of the distribution specified in this section is attributable
:I
1211 to the enforcement, pursuant to section 510(a) of the Bankruptcy Code, of
131 1 subordination provisions favoring Senior Claims.!
I
140 7. Class 113-12 (Non -School Municipality County -
Administered Account Claims).
16; Class B-12 is impaired under this Plan. All deficiencies in Non -School
17 Municipality County -Administered Accounts resulting from investment Iosses or
18'7 the allocation of such losses pursuant to the Bankruptcy Court's order approving
xg i the Comprehensive Settlement Agreement shall be restored by crediting each
bpi Non -School Municipality County -Administered Account with a pro rata portion,
21 j j determined in accordance with the deficiencies in all Non -School Municipality
226 3 County -Administered Accounts and all Other County -Administered Accounts,
23: defined below, of an amount equal to Available Cash retained by the County at
2111 the conclusion of any Fiscal, Year and not distributed to the holders of Class B-1 I
25: Claims or credited to the balances available for distribution in School County-
25, Administered Accounts. Such adjustments to the balances of Non -School
Z:7i:
213'
I - Municipality County -Administered Accounts shall be made annually within
2 ninety (90) days after the end of each Fiscal Year.
3 Notwithstanding the foregoing, if the County receives a distribution of Net
4 Litigation Proceeds pursuant to Section Vi.D.I.(c) of the Plan prior to the time
5 - that all deficiencies described in this Section are restored, such distribution of Net
b ; Litigation Proceeds shall be first applied to reduce such deficiencies and any
7 . ; excess shall be retained by the County.
g , Each holder of an Allowed Class B-12 Claim shall, as promptly as
90 practicable following the later of (i) the Effective Date or (ii) the time such holder
10� i of a Class B-13 Clain is lawfully entitled to receive such amounts under
.I
11.! applicable non -bankruptcy law, receive, in one or more distributions, on account
12-1 of such Claim, Cash in an amount equal to the lesser of (y) a Pro Rata share of
13 i amounts accounted for as available for distribution in the pertinent Non -School
14. ; Municipality County -Administered Account as set forth above and (Z) the
15.' Allowed Amount of such Claim. A portion of the distribution specified in this
W , Section is attributable to the enforcement, pursuant to section 510(a) of the
17 ° Bankruptcy Code, of subordination provisions favoring Senior Claims.
18 S. Class B-13 (Other County -Administered Account
19 • Claims).
Class B-13 is impaired under this Plan. All deficiencies in County -
Administered Accounts other than Schedule I County -Administered Accounts,
s" 2 Schedule 2 County -Administered Accounts, School County -Administered
23 : Accounts and Non -School Municipality County -Administered Accounts ("Other
2 t' - County -Administered Accounts") resulting from investment losses or the
2� allocation of such losses pursuant to the Bankruptcy Court's order approving the
2,i Comprehensive Settlement Agreement shall be restored by crediting each Other
27 County -Administered Account with a pro rota portion, determined in accordance
2t;'
- ,Wr&,GW WENx IL IDOWrr - 57 -
I with the deficiencies in all Non -School Municipality County -Administered
2 Accounts and all Other County -Administered Accounts, of an amount equal to
3 Available Cash retained by the County at the conclusion of any Fiscal Year and
4 not distributed to the holders of Class B-11 Claims or credited to the balances
5 available for distribution in School County -Administered Accounts. Such
6 : adjustments to the balances of Other County -Administered Accounts shall be
7 made annually within ninety (90) days after the end of each Fiscal Year.
F ; Each holder of an Allowed Class B-13 Claim shall, as promptly as
cf `' practicable following the later of (i) the Effective Date or (ii) the time such holder
10- of a Class B-13 Claim is lawfully entitled to receive such amounts under
III:applicable non -bankruptcy law, receive, in one or more distributions on account
12* of such Claim, Cash in an amount equal to the lesser of (y) a Pro Rata share of
13! amounts accounted for as available for distribution in the pertinent Other
14 County -Administered Accounts as set forth above and (z) the Allowed Amount
1!, of such Claim A portion of the distribution specified in this Section is
1E - attributable to the enforcement, pursuant to section 510(a) of the Bankruptcy.
17 - Code, of subordination provisions favoring Senior Claims.
18 9. Class 8-23 (Indemnification and Contribution Claims).
19 Class B-23 is not impaired under the Plan. Each holder of a Class B-23
20 Claim shall retain unaltered the legal, equitable, and contractual rights to which
21. such Claim entitles the holder of such Claim. The County shall retain all of its
22 defenses, counterclaims, offsets and all other rights with respect to each Class
23 B-23 CIaim.
24 10. Class B-24 (Property Tax Refund Claimants).
25 Class B-24 is not impaired under the Plan. Each holder of a Class B-24
26 Claim shall receive a Cash payment in an amount equal to the Allowed Amount
27 of such Claim, and shall retain unaltered the legal, equitable and contractual
9-3
• HINMOM. 0ARCER. KW - 58 -
1
2
3
4
5
6
7
8
rights to which such Claim entitles the holder of such Claim, including the rights
to prepetition and post -petition interest earned on such Tax Refund Claim
pursuant to California Revenue and Taxation Code section 5151, et. seq.
11. Class B-25 (County Fee Credit Programs).
Class 13-25 is not impaired under this Plan. Each holder of a Class B-25
Claim shall receive on account of such claim, a credit against future developer
impact and building permit fees in an amount and pursuant to the terms and
conditions specified in the Fee Credit Agreement applicable to such Claim.
12. Class B-26 (Senior Unsecured Claims).
Class B-26 is impaired under this Plan. Each holder of a Class B-26 Claim
11 : shall receive, on account of such Claim, a Cash payment in an amount equal to
12 the Allowed Amount of such Claim. A portion of the distribution specif ed in the
13-. preceding Sentence is attributable to the enforcement, pursuant to section 510(a)
147 of the Bankruptcy Code, of subordination provisions favoring Senior Claims.
15" 13. Class B-27 (Unsecured Claims Which Are Not Senior
16' Claims).
3
17: Cuss B-27 is impaired under this Plan. Each holder of a Class B-27 Claim
lt;' • shall receive, on account of such Claim, a County Warrant having a principal
1c;�• amount equal to SO (M) multiplied by the Allowed Amount of such Claim.
20. 14. Class B-28 (Unsecured Claims of $1,000 or Less, or
21 Which Have Been Reduced to $1,000).
22 Gass B-28 is not impaired under this Plan. Each holder of an Allowed
23 • Claim in Class B-28 shall retain unaltered the legal, equitable, and contractual
24 rights to which such Claim entitled the holder of such Claim. Any holder of a
25. Claim that otherwise would have been classified in any of Classes B-1 through
26 B-27, inclusive, but for the timely Small Claims Election by the holder shall
27- - receive no distribution under any of Classes B-1 through &27, inclusive.
PTS
— 59 -
I E. Treatment of Subordinated Claims.
2 1. Class A-19 and Class C-1(School Repayment Claims).
3 Class A-19 and Class C-1 are impaired under this Plan. Each holder of a
4 - - Class A-19 and Class C-1 Claim shall receive, on account of such Claim, a Pro
5 : - Rata portion of moneys allocated to Class A-19 and Class C-1 Claims pursuant to
6 : Section VI.D.1(a) of this Plan. Any security interest which collateralizes any
7 ' Class A-19 Claim shall be modified and released to the extent necessary to permit
g all Pool -Related Claims to be fully subject to the control of the Representative and
91, to permit the allocations and distributions of Net Litigation Proceeds in
io; i accordance with Section VI.D of the PIan. The distributions otherwise allocable
I V to the holders of Class C-1 Claims have been redistributed pursuant to this Plan,
12.! in accordance with section 510(a) of the Bankruptcy Code, to the holders of
13; ° Claims classified in Senior Claim Classes.
1 4 . ' 2. Class A-20 and Class C 2 (Non -School Repayment
13 Claims). .
16 Class A-20 and Class C-2 are impaired under this Plan. Each holder of a
17;: Class A-20 and Class C-2 Claim shall receive, on account of such Claim, a Pro
IT; Rata portion of moneys allocated to Class A-20 and Class C-2 Claims pursuant to
19. Section VI.D.1(d)(1) of this Plan. Any security interest which collateralizes any
20.. Class A-20 Claim shall be modified and released to the extent necessary to permit
21 . . all Pool -Related Claims to be fully subject to the control of the Representative and
2,-! - to permit the allocations and distributions of Net Litigation Proceeds in
2`4 accordance with Section VI.D of this Plan. The distributions otherwise allocable
24' to the holders of Class C 2 Claims have been redistributed pursuant to this Plan,
2 1 in accordance with section 510(a) of the Bankruptcy Code, to the holders of
2f Claims classified in Senior Clain Classes.
27
28
NEr++�cu..R; fc►wcrr — b0 -
1 3. Class C-3 (Bankruptcy Code Section SION Claims).
Class C-3 is impaired under this Plan. The holders of Class C-3 Claims
3 shall receive no distribution or any other consideration on account of such
4 Claims.
5 4. Class C4 (Fines, Penalties or Forfeitures).
6 Class C4 is impaired under this Plan. The holders of Class C-4 Claims
a - shall receive no distribution or any other consideration on account of such
g Claims.
91
V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED
1 LEASES +
Z1'
A. Assumption.
12 Unless previously assumed or rejected by order of the Bankruptcy Court or
13 pursuant to section 365 of the Bankruptcy Code, as of the Effective Date, the
14 County shall assume, pursuant to section 365 of the Bankruptcy Code, each of the
1' executory contracts and unexpired leases of the County (if any) that remain
16 executory or unexpired, respectively, as of the Effective Date, other than those
1?: identified in Exhibit 11. The Confirmation Order shall constitute an order of the
1sBankruptcy Court approving all such assumptions, pursuant to section 365 of the
19. Bankruptcy Code, as of the Effective Date, provided, however, that the
20 Confirmation Order Shall not constitute a waiver by the County of applicable
21 non bankruptcy defenses to such executory contracts or unexpired leases.
22
B. Cure Payments.
23
Any monetary defaults under each executory contract and unexpired lease
24 to be assumed under the Plan shall be satisfied, pursuant to section 365(b)(1) of
2., the Bankruptcy Code, in one of the following three ways: (1) by payment of the
2E default amount in Cash on the Effective Date, (2) by payment of the default
r amount in equal quarterly installments commencing on the Effective Date and
V
. K►.. RW WEAM a 1004M - - 61-
1 continuing for one year or (3) on such other terms as agreed to by the parties to
2 such executory contract or unexpired lease. With respect to an assumed
3 executory contract or unexpired lease, the County shall elect one of these three
4 alternatives as the cure method. in the event of a dispute regarding (i) the
5 amount of any cure payments, (ii) the ability of the County which is a party
6.. thereto to provide adequate assurance of future performance under the contract
7 ' or lease to be assumed, or (iii) any other matter pertaining to assumption, the
g cure payments required by section 365(b)(1) of the Bankruptcy Code shall be
90 made following the entry of a Final Order resolving the dispute and approving
:i
10-1 assumption. -
110 . C Rejection.
12'; On the Effective Date each executory contract or unexpired lease of the
73:= County listed on Exhibit 11 shall be rejected, to the extent, if any, that any of the
14!: foregoing constitute executory contracts or unexpired leases, and without
15 conceding that they constitute executory contracts or unexpired leases or that the
161 County has any liability thereunder. Listing a contract or lease on Exhibit 11
17; ; shall not constitute an admission by the County that such contract or lease is an
1g executory contract or unexpired lease or that the County has any liability
19 . thereunder.
20 . The Confirmation Order shall constitute an order of the Bankruptcy Court
2 F approving all such rejections, pursuant to section 365 of the Bankruptcy Code, as
2� of the Effective Date. Any Claim for damages arising from the rejection under
23 this Plan of an executory contract or unexpired lease must be Filed within
24' forty-five (45) days after the mailing of notice of Confirmation or be forever
z; barred and unenforceable against the County and Property of the County and
2(, barred from receiving any distribution under this Flan.
Z'
2f,
• �. �rtucFR • �* r - 62 -
I VI. MEANS FOR IMPLEMENTATION OF THE PLAN
1) A. Financing of Plan Distributions.
3 1. Plan of Adjustment COPS and Refunding COPs; Use
4 of Proceeds.
; As promptly as practicable following the Confirmation Date, the County
E. will cause the Plan of Adjustment COPS and the Refunding COPS to be executed,
sold and delivered in one or more public offerings. The aggregate net proceeds
of the Plan of Adjustment COPS and the Refunding COPS together with other
g moneys available to the County will be used to make the distributions and to
1U satisfy the obligations of the County specified in Section IV of the Plan.. •
11 2. Structure of Plan of Adjustment COPS and Refunding
12 COPs Financing.
13 The Confirmation Order shall authorize but not require the County to
14 structure the Plan of Adjustment COPS and the Refunding COPS as '
15 sale/leaseback or lease/leaseback financings under the Plan of Adjustment COPS
16 Lease and the Refunding COPS Lease. The Confirmation Order shall also
17 authorize but not require the County to sell or lease the Plan of Adjustment COPS
18 Lease Property and the Refunding COPS Lease Property to the Public Facilities
19 Corporation or other non-profit corporation, joint powers authority or other
20 leasing entity, and to lease such properties from the Public Facilities Corporation.
21 The Plan of Adjustment COPS Lease Property and the Refunding COPS Lease
22 Property may include County office buildings, administration buildings,
23 courthouses, jails, parks, and other property, buildings, facilities and equipment
24 located throughout or owned by the County.
25
26
27
28
- 63 -
1 3. Security for Payment of Plan of Adjustment COPS and
z Refunding COPs.
3 a. Assignment of Plan of Adjustment COPS Lease
4 Payments and Refunding COPS Lease Payments.
5 The Confirmation Order shall authorize but not require the Public Facilities
6 Corporation to assign, pledge, or otherwise encumber as security for the
7 payment of the principal of and interest on the Plan of Adjustment COPS and
g Refunding COPS, the Plan of Adjustment COPS Lease Payments and the
9. Refunding CON Lease Payments to be made by the County under the Plan of
1 9' Adjustment COPS Lease and the Refunding COPS Lease, together with all of the
11. Public Facilities Corporation's other right, title and interest in and to the Plan of
12. Adjustment COPS Lease and the Refunding COPS Lease and the Plan of
13; - Adjustment COPS Lease Properties and Refunding COPS Lease Properties, to one
14. or more financial institutions which will act as Indenture Trustee(s) for including
1=; administration, execution, delivery and payments of the Plan of Adjustment
16 COPS and the Refunding COPS. If the County determines to structure the Plan of
17 ' Adjustment COPS and the Refunding COPS as descn'bed in this Section, the Plan
18 of Adjustment COPS Lease Payments and the Refunding COPS Lease Payments
19 shall be payable at or prior to the times and in an amount at least equal to the
Zo amounts necessary to pay the principal of and interest on the Plan of Adjustment
21 CON and the Refunding COPS as they become due and any other obligations
22 incurred in connection therewith. The Plan of Adjustment COPS and Refunding
23 CON and any other obligation incurred in connection therewith shall be payable
24 from the County General Fund and any other amounts legally available
25 therefore.
26
27
KM
is r►�.c►xa a+.rr - 64 -
I b. Statutory Lien Securing Lease Payments.
2 The Confirmation Order shall also authorize but not require the County to
3 collateralize its obligations to make the Plan of Adjustment COPS Lease
4 Payments and Refunding COPS Lease Payments with statutory liens granted by
5 Assembly Bill 1664 and Assembly Bill 200 on (i) Motor Vehicle License Fees
6 ` allocated to the County pursuant to California Revenue and Taxation Code
7 section 10701, et seq., (ii) Reallocated Bradley Burns Sales Tax Revenue, and
g (iii) the sales tax revenues collected from the unincorporated areas of the County
go (collectively, the "Pledged Revenues"). If the County so elects, pursuant to
I D' Assembly Bill 1664 and Assembly Bill 200, Pledged Revenues, in an amount •
I Z'' necessary to pay each installment of principal and interest on the Plan of
12. ; Adjustment COPS and the Refunding COPS, will be intercepted by the State
1Y Comptroller and paid directly to the Indenture Trustee(s) for the Plan of
1.1 Adjustment CON and the Refunding COPS.
15 As additional security for the payment of the Plan of Adjustment COPS
IG: and the Refunding COPS, the Confirmation Order shall authorize but not require
�' ` the County to obtain an insurance L or lines or credit enhancement
1� , � h' policy Po
If,.: instruments to guarantee the timely payment of the principal of and interest on
Is; ' the Plan of Adjustment COPS and the Refunding COPS as the same become due
2D .- and to pledge and/or elect intercept of Pledged Revenues to secure any
21 . , reimbursement or other related obligations to the provider of such credit
2,2 enhancement on the same priority as the Plan of Adjustment COPS and
23 Refunding COPS to the extent permitted by state law.
24 4. Pension Obligation Bonds.
25 As described in Section IV.D.2. of the Plan, the Confirmation Order shall
26 authorize but not require the County to issue Pension Obligation Refunding
27 Bonds, the proceeds of which will be used to refund the outstanding Pension
28
WOOGM. •EFC0.KNW" - 65 -
t Bonds Series 1994B and/or a portion of the Pension Bonds Series 1994A. If the
County so elects, the Pension Obligation Refunding Bonds will be issued as
3 either fixed or variable rate bonds, payable from unrestricted general funds of the
4 County and the County shall be authorized but not required to obtain a letter of
5 credit and/or insurance policy to assure payment of principal of and interest on
E, the Pension Obligation Refunding Bonds.
S. Use of Reallocated Revenues.
The Plan of Adjustment COPS Lease Payments and Refunding COPS Lease
g Payments shall be paid using County revenues in an amount reallocated to,
Ip ; transferred to, or deposited with the County pursuant to Senate Bill $63; which
11; ° are the Reallocated HBP Revenues, Reallocated OCDA Receipts and Reallocated
12 OCFCD Revenues. The Confirmation Order shall provide that the application of
13 ' such County revenues to the payment of Plan of Adjustment CON Lease
14 Payments and the Refunding COPS Lease Payments shall satisfy in all respects
IS Senate Bill 863, section 7.
16 ; After the use of County revenues as specified above, County revenues in
17.1 the amount of Reallocated Bradley Burns Sales Tax Revenue reallocated to the
18 County shall be used to make Plan of Adjustment COPS Lease Payments and
19 Refunding COPS Lease Payments. The Confirmation Order shall provide that the
20 application of such County revenues to the payment of Plan of Adjustment COPS
21 Lease Payments and the Refunding COPS Lease Payments shall satisfy in all
22 respects Assembly Bill 1664, section 12.
23 6. Satisfaction of Certain Claims With Fiscal Year 1"S '
24 Revenues.
25 Distributions made pursuant to Section N.D.12 shall be deemed to be
26 made from Fiscal Year 1995 County revenues to the extent that any such
27 revenues are available to the County on the Effective Date. The foregoing
28
NEWOGA C YERCER a i OC" - 66
t sentence shall not be construed to modify the County's obligation to make the
2 distributions specified in Section N.D.12 of the Plan.
3 B. The Representative.
4 1. On the Effective Date, pursuant to section 1123(b)(3)(B) of the
5 Bankruptcy Code, the Representative shall be appointed to enforce, prosecute
6 and collect upon all Pool -Related Claims. The Representative's authority shall
7 :' include determining whether, and on what terms, to enforce, prosecute, collect,
g settle or abandon any or all of such Pool -Related Claims.
9. 2. The Representative shall be Thomas W. Hayes. In the event that
p; ; Mr. Hayes is unable or unwilling to serve as or to continue to serve as the
1 1 ; ; Representative, an individual or entity selected by the County and approved by.
12. the Pool Committee shall be the Representative.
13' j 3. The Representative shall receive reasonable compensation for his
11.. services from the Litigation Fund and/or the Litigation Proceeds. The agreement
15 containing the terms and conditions of the Representative's compensation shall
16' ; be fled under seal with the Bankruptcy Court no later than fifteen (15) days prior
17;, to the hearing on the Disclosure Statement.
1 f; 4. The Representative may contract with one or more Representative's
is° Agents, on such terms and conditions as the Representative shall deem
20 :. appropriate, for the provision of analytical support, litigation consulting or
21 expert witness testimony and asset management services to the Representative.
22 The Representative`s Agents shall be compensated from the Litigation Fund
23 and/or the Litigation Proceeds.
24 5. The Representative and the Representative's Agents shall be
25 indemnified by the Litigation Fund and the litigation Proceeds from and against
26 any and all claims which may be asserted against them by reason of any action
27 taken by any of them as Representative or Representative's Agents, respectively.
28
MrtFWAK WWAIA a MFW - 67 -
I The indemnification described in the preceding sentence shall include payment
2 of attorneys' fees, expert fees, consultant fees and any other costs incurred in
3 defense of any claims asserted against the Representative or the Representative's
4. Agents.
5 C. The Litigation Fund.
6. 1. On the Effective Date, the County shall cause $50,000,000 to be
deposited into the Litigation Fund. Such money shall be deposited in such
8 account or accounts specified by the Representative by written notice delivered
9 } to the County, with a copy to Pool Committee Counsel, on or before five (5)
ipibusiness days prior to the Effective Date. The Representative shall invest the
1111 moneys contained in the Litigation Fund pursuant to the guidelines set forth in
12,' Exhibit 12.
13: � 2. The Litigation Fund shall be used by the Representative to enforce,
14- prosecute, and collect upon Pool -Related Claims, including, without limitation, to
15, pay for the services of attorneys, paralegals, computerized document
16 ► management services, accountants, expert witnesses, consultants and, to the
17;: extent that the Professional Fee Reserve established pursuant to the
1i," Comprehensive Settlement Agreement is insufficient, Pool Committee Counsel or
Is?- : Pool Committee Counsel's designee and to pay all costs and expenses related to
20 the prosecution, enforcement, settlement, and collection of Pool -Related Claims,
21.1. including but not limited to costs and expenses of travel, deposition transcripts,
22 • - videotaping of witnesses and potential witnesses, photocopying, trial exhibits,
23 - telephone, computerized research and messenger services.
24 D. Distribution of Net Litigation Proceeds.
25 1. Net Litigation Proceeds, Litigation Fund Interest and Excess
26 Litigation Funds shall be distributed as follows:
27 '
.28
• lEtlaCJw, f1ERCER 1EnNTT - VQ -
1
2
3
4
5'
6
7
�I
.QR
20'
e�
N
2"_:
2(
27
28
. (a) The first $5.4,707,336.36 shall be distributed to the holders of
Class A-19 and Class C-1 Claims (School Repayment Claims) in accordance
with Section IV.E.1 of the Plan.
(b) After the distribution of $54,707,336.36 in accordance with
Paragraph (a) of this Section VI.D.1 the next $325,188,616.45 shall be
distributed to the holders of Class A-5 and Class B-14 Claims (Settlement
Secured Claim) in accordance with Section IV.C.19 of the Plan.
(c) After distnbution of $379,895,952.71 in accordance with
Paragraphs (a) and (b) of this Section VI.D.1, the next $202,800,694.23 shall
be distributed to the County. Amounts distributed to the Countypursuant
to this Section TV.D.l(c) shall be first applied, in accordance with
Sections IV.D.6 and IV.D.7 of the Plan, to the restoration of investment
losses allocated to School County -Administered Accounts and Non -School
Municipality County -Administered Accounts.
(d) After the distribution of $582,696,646.94 in accordance with
Paragraphs (a), (b) and (c) of this Section VI.D.1 the next $712,833,49925
shall be distributed as follows:
(1) The Secured Claim Percentage of any amounts available
for distribution pursuant to this Section VI.D.1(d) shall be distributed to
the holders of Class A-20 and Class C-2 Claims (Non -School Repayment
Claims) in accordance with Section 1V.E.2 of the Plan; and
(2) The County Percentage of any amounts available for
distribution pursuant to this Section VI.D.1(d) shall be distributed to the
County.
(e) After distribution of $1,295,530,146.19 in accordance with
Paragraphs (a), (b), (c) and (d) of this Section VI.D.1, the next $400,000,000
shall be distributed as follows:
i
- 69 -
1 (1) Twenty-five percent (259!0) of any amounts available for
2 distribution pursuant to this Section VI.D.l(e) shall be distributed to the
3 OCTA; and
4 (2) Seventy-five percent (75%) of any amounts available for
5 distribution pursuant to this Section VI.D.1(e) shall be distributed to the
6 County.
7 (f) After the distribution of $1,695,530,146.19 in accordance with
g ; Paragraphs (a), (b), (c), (d) and (e) of this Section VI.D.1, the next
9 I i $125,000,000 shall be distributed to the OCTA-
10' 1 (g) All amounts in excess of $1,820,530,146.19 shall be distributed
11 as follows:
1 ? i (1) The Secured Claim Percentage of any amounts available
131: for distribution pursuant to this Section VI.D.1(g) shall be distributed to
14!b Option A Pool Participants, pro rats, in accordance with each Option A
15 Pool Participant's Revised Book Balance on December 6,1994, as shown on
1 t i j Fxlu"bit 2, as revised, to the Plan.
1; 1 (2) The County Percentage of any amounts available for
1611 distribution pursuant to this SectionVI.D.I(g) of the Plan shall be
11
j distributed to the County.
20 ` 2. Litigation Fund Interest and Excess Litigation Funds shall be
21 ! j distributed at such times and in such amounts as may be determined by the
22 i Representative in his sole and absolute discretion, provided, however, that the
23 ! Representative shall distribute Litigation Fund Interest no less frequently than
241 wally until $54,707,336.36 has been distributed pursuant to Section IVY-1 of
r
251 the Plan. The Representative shall cause the account or accounts containing the
i
261 Litigation Fund to be audited at Ieast annually, and shall transmit each annual
27
28
I report on the audit to the California Assembly, the California Senate and the
1) Governor of the State of California.
3 E. Reports to Pool Committee Counsel.
4
3
6
7
9
13' i
14*-
15
16' ,
17i
22
23!!
24`1
25i1,
26
ij
271
28
The Representative shall keep Pool Committee Counsel informed
concerning the progress of the Representative's efforts to prosecute, enforce,
collect and/or settle Pool -Related Claims.
1. Reporting.
(a) Each meeting shall include, at the request of Pool Committee
Counsel, a discussion of the following information:
(1) The general status of the prosecution of the Assigned
Pool -Related Claims, particularly including a timely discussion of
hearing dates and deadlines.
(2) The causes of action and claims for relief filed by any
side in litigation on the Assigned Pool -Related Claims and the
reasons for including or excluding possible causes of action and
claims for relief.
(3) The defendants in the litigation on the Assigned Pool -
Related Claims, and the reasons for including or excluding possible
defendants.
(4) The defenses asserted by any side in litigation on the
Assigned Pool -Related Claim.
(5) SipMcant information concerning the Assigned Pool -
Related Claims obtained through discovery, investigation, or
otherwise.
(6) The future plans and prospects for discovery by any
party to the litigation on the Assigned Pool -Related Claims.
HEMMOA r. WFAM i W&M
-71-
1
(7) The future plans and prospects for motions by any
2
party to the litigation on the Assigned Pool -Related Claims,
3
- particularly including summary judgment motions.
4
(8) The status of settlement discussions and proposals,
5 '
provided that initial settlement proposals and settlement strategy
6..
will be disclosed at least 10 days prior to communication to adverse
7
parties unless Pool Committee Counsel otherwise'agrees.
i
2. Review.
c;
The Pool Committee Counsel will have reasonable opportunity to review
131
strategy with each County Law Firm regarding the prosecution of the Assigned
1i E
Pool -Related Claims, and will have reasonable opportunity to suggest strategy in j
120
prosecuting the Assigned Pool -Related Claims.
13;
3. Pleadings and Documents.
14; c
(a) Each County Law Firm will deliver in a timely manner to Pool i
15;
Committee Counsel all pleadings, including all motions and supporting
I
papers and all filings responsive thereto, served on or by such law firm as
1 i
part of any litigation on the Assigned Pool -Related Claims, unless Pool
1 f;
Committee Counsel agrees that such delivery is unnecessary or
CI
burdensome.
burdensome.
(b) Each County Law Firm will make available for review by the
22 )1
Pool Committee Counsel, at reasonable times, any documents provided or ;
221
made available as part of any discovery or investigation in any litigation on
23 : +
the Assigned Pool -Related Claims (other than documents which are subject
24
to a protective order that would require such County Law Firm to restrict
25�
such access) and shall provide access to ail computer databases maintained
26
by the County Law Firm in which data produced in such discovery have
27j
been stored. Copies of any documents and access to computer databases .
28
I
.
I
I to be made available hereunder will be provided to Pool Committee
2 Counsel, and the County Law Firm, consultant, expert or agent providing
3 such copies or access shall be reimbursed any direct costs of providing
4 access thereto by the Option A Pool Participants.
5 4. Confidentiality,
6 (a), All information, knowledge, and documents provided to any
7 Pool Committee Counsel pursuant to this Section E (other than documents
f; which are available as a matter of public record or nonprivileged
17H
15E!
16!!
r,
171
18, ;
19;
20,
21
22.
23
24
25
26
0
documents which Pool Committee Counsel is required to produce by
court order or legal process) shall be held in the strictest confidence by the
Pool Committee Counsel. In the event that Pool Committee*Counsel is
asked to disclose or produce any such information, knowledge, or
documents in connection with any legal proceeding, such Pool Committee
Counsel shall give prompt written notice of such request to each County
Law Firm, shall make the appropriate timely objection, and shall
cooperate with the County Law Firms in opposing such production or
disclosure.
(b) The information, knowledge and documents exchanged
pursuant to this Section may include confidential communications, mental
impressions, or other matters that are privileged or otherwise protected
from disclosure because of the attorney -client privilege, the work -product
doctrine, or any other applicable privileges or protections; any such
privileged information and documents shall be held in confidence, and
shall retain their privilege and protected status.
(c) No such privileges and other protections shall be waived
without the express written approval of both the County and the Pool
Committee Counsel. Any inadvertent waiver or disclosure, or any other
HVwavK YE "A A BEWM - 73
i
2
3
4
5
6
7'
g�
9 i
Fit
P—MI
F-1-1l
F-1
waiver or disclosure of privileged or otherwise protected materials
exchanged pursuant to this Section E, shall not constitute a waiver of the
privilege or protection.
(d) Notwithstanding anything to the contrary in this Section E,
any attorney at any County Law Firm may refuse to provide information
(whether orally or in writing) or documents to any Pool Committee
Counsel, if such attorney reasonably believes that the disclosure or
production of any such information or document would result in the
waiver or other limitation loss of an otherwise applicable privilege or
protection.
(e) The cost of providing documents to Pool Committee Counsel
will be paid by the Option A Pool Participants.
Notwithstanding the foregoing, the Representative shall retain the sole and
absolute discretion in all matters concerning the prosecution, collection,
enforcement, settlement and compromise of Pool -Related Claims subject only to
such jurisdiction as has been retained by the Bankruptcy Court pursuant to
Section DC of the PIan. The provisions of this Section E shall supersede every
term, condition and recital contained in Exhibit 6 to the Comprehensive
Settlement Agreement
F. Representative's Futal Report.
Subject only to the Bankruptcy Court's review for abuse of discretion,
upon the Representative's discretionary determination that the prosecution,
enforcement, collection and/or settlement of all Pool -Related Claims have been
completed, the Representative shall cause to be prepared and delivered a final
report (the "Final Report") summarizing (i) the efforts of the Representative to
the date of the Final Report in prosecuting, enforcing, collecting upon and/or
sealing all Pool -Related Claims, 00 the distributions of Net litigation Proceeds
„oosam. &LRCM a 9004M
-74-
y made or to be made pursuant to Section VI.D and (iii) the distributions of the
2 Excess Litigation Fund to be made, if any, pursuant to Section VI.D. Upon
3 approval of the Final Report by the Bankruptcy Court, the Representative, the
z Representative's Agents, and all persons or entities retained by the
Representative shall be discharged from any duties or obligations under this
E, Plan, but nonetheless shall continue to be protected by the indemnification
= pro -visions of Section VI.BS. The Representative may provide for a reasonable
8 i withholding of moneys in the Litigation Fund for a period not to exceed ten (10)
911 years to ensure adequate means for indemnification required by Section Vi.B.5
lilt ` whether or not any claims, assertions, demands or lawsuits have been made or
11 alleged against the Representative or any other person or entity entitled to the
17 i { indemnification provisions of Section VI.B.S.
1? G. Preservation of Rights of Action
14 ! Except as otherwise expressly provided in the Plan, or in any contract,
151 instrument, release, or other"agreement entered into in connection with the Plan,
16.1 in accordance with section 1123(b) of the Bankruptcy Code, the County shall
17retain and may enforce any claim, rights and causes of action that the County
' may hold against an entity, including, without limitation an claims rights or
18 � Y 8 Y tY� S- � Y � gh
1911 causes of action under sections 544 through 550 of the Bankruptcy Code or any
20� similar provisions of state law, or any other statute or legal theory. The County
e
211 or any successor, including, without limitation, the Representative, may pursue
22,11 those rights of action, as appropriate, in accordance with the best interests of the
2311 County.
241 H. Prosecution of Objections to Clams.
25 1. Time to Object.
26 E Unless an earlier or later date is established by the Bankruptcy Court, all
27 objections to Claims shall be Filed and served on the holders of such Claims to
28
MENMOAKMMMs.-#*Cff - 75 -
N
t
I which a party in interest has an objection by the later of: (1) one hundred twenty
2 (120) days after the Effective Date and (2) one hundred twenty (120) days after a
3 particular proof of claim is Filed. If an objection is not Filed to a proof of claim
4 that relates to a Disputed Claim by the bar dates established in this Section, the
5 Claim to which the proof of claim relates shall be treated as an Allowed Claim if
6 such Claim has not been disallowed at an earlier time.
7 2. Authority to Prosecute Objections.
£, After the Confirmation Date, only the County or the Representative shall
c1 have the authority to File, settle, compromise, withdraw or litigate to judgment
1D' ; objections to Disputed Claims. The County or the Representative may settle or
11 compromise any Disputed Claim without further approval of the Bankruptcy
12 • Court.
I. Discharge and Injunction.
14 1. Discharge of the County.
15 Pursuant to section 944 of the Bankruptcy Code, the Confirmation Order
16, shall discharge all Claims against the County other than Debts (1) excepted from
17 discharge by this Plan or the Confirmation Order, or (2) owed to an entity that,
18, before the confirmation of the Plan, had neither notice nor actual knowledge of
19' . the County Chapter 9 case. No Creditor of the County may receive any payment
20.. from, or seek recourse against, any assets which are to be distauted under
211. dons IV, V and VI of this Plan, except as expressly provided for in Sections TV,
22. * V, and Vi. As of the Confirmation Date, all entities other than the County or the
23' ; Representative are precluded from asserting against any property which is to be
24q distributed under Sections TV, V or VI of this Plan, any claims, obligations, rights,
25; causes of action, liabilities or equity interests, except as expressly provided for in
261 Sections IV, V and VI.
1
271
Z8`
11
1E+�Mc,A►C WCM A sEo"M - 76 -
I . I Injunction.
2 Except as otherwise provided in the Plan or the Confirmation Order, on
3 and after the Effective Date, all entities that have held, currently hold or may
4. hold a Claim or other debt or liability that is discharged pursuant to the terms of
5 the Plan are permanently enjoined from taking any of the following actions on
b ' - account of any such discharged Claims, debts or liabilities: (i) commencing or
7 : - continuing in any manner any action or other proceeding against the County or
811, any of its officers or inhabitants or Property of the County; (H) enforcing,
g 11 attaching, collecting or recovering in any manner any judgment, award, decree or
10, I order against the County or any of its officers or inhabitants or Property of the
4'I
11! f County; (in) creating, perfecting or enforcing any lien or encumbrance against the
12� County or Property of the County; (iv) asserting a setoff, right of subrogation or
13! recoupment of any kind against any debt, liability or obligation due to the
141 t County or Property of the County; and (v) commencing or continuing any action,
15j I in any manner, in any Place that does not comply with or is inconsistent with the
1f provisions of the Plan.
J. Limitation of Liability.
1F Neither the County, nor the Representative, nor any of their respective
15' officers, directors, officials, elected or appointed, or employees (acting in such
20 capacity) nor any professional persons employed by any of them, shall have or
211
incur any liability to any entity for any action taken or omitted to be taken in
22 connection with or related to the formulation, preparation, dissemination,
23 implementation, Confirmation or consummation of the Plan, the Disclosure
24, Statement orany contract, instrument, release or other agreement or document
25 created or entered into, or any other action taken or omitted to be taken in
26 connection with the Plan.
27
28 .
x. MMM s err - 77 -
I ' K. - Effectuating Documents.
2 The Board of Supervisors, the Chief Executive Officer of the County, and
the Acting County Counsel shall each be authorized to execute, deliver, file or
4 record such documents, contracts, instruments, releases and other agreements
and take such other action as may be necessary to effectuate and further evidence
. ; the terms and conditions of the Plan. The Auditor -Controller shall be authorized
7 = ° to execute County Warrants in accordance with state law.
g ! L. Distribution of Property Under the Plan
g i; 1. Disbursing Agent.
1C f i The County or such other entity or entities as the County may employ in
Ili its sole discretion shall act as Disbursing Agents under this Plan and make all
121 distributions required under this Plan. Any Disbursing Agent may employ or
13' I contract with other entities to assist in or perform the distribution of property to
14 ,; be distributed. Each Disbursing Agent shall serve without bond and each Third-
:
15 , Party Disbursing Agent shall receive, without further Bankruptcy Court
16- approval, reasonable compensation for distribution services rendered pursuant
171 to the Plan and reimbursement of reasonable out-of-pocket expenses incurred in
18i connection with such services from the County on terms agreed to with the
191 County.
i
2011 2. Disputed Claims.
21!i a. Withholding of Distributions on Disputed
221 Claims.
231 " Notwithstanding any other provisions of the Plan, no payments or
24 distributions shall be made on account of any Disputed Claim until such Claim
25 becomes an Allowed Clain, and then only to the extent that it becomes an
26 Allowed Claim. In lieu of such distributions under the Plan to holders of
27 Disputed Claims that would be in any of Classes A-1, B-2, B-26 and B-27, if
28
«E �+s - 78 -
A
1 allowed, a Disputed Claims Reserve shall be established for each of Classes A-1,
2 B-2, B-26 and B-27, promptly upon the initial distribution of property to the Class
3 for which such Disputed Claims Reserve is to be established. Any distribution
4 on any other Disputed Claim shall be withheld and retained by the County or the
Disbursing Agent(s) until such other Disputed CIaim becomes an Allowed Claire,
6 following which distribution shall be made in accordance with the applicable
7 provisions of this Plan.
8 b. Establishment of Reserves for Gasses.
9 . - Disputed Claims Reserve for Class A- 1 , B-2, and B_26 Claims. The
M. Disbursing Agent(s) designated under Section VI.L.I shall withhold from the
11' property to be distributed under this Plan on account of Claims in each of
12� , Classes A-1, B-2 and B-26 and shall place in a segregated reserve a sufficient
13 1 amount of Cash to be distributed on account of the face amount of Claims that
14. (1) are Disputed Claims in such Class as of the date of initial distribution to such
1 f; Class under this Plan and (2) for which an adequate reserve, as determined by
16 the County, has not been previously established in County -Administered
17 ; Account number 294 (Property and Casualty Risk Internal Service Fund). A
IS; separate Disputed Claims Reserve shall be maintained for each of Classes A-1, B-
19 . 2 and B-26.
20 pisputed aaims Reserve for Class B-27 Claims. The Disbursing Agent(s)
21, ; designated under Section VI.L.1 shall withhold from the property to be
22 distributed under this Plan on account of Class B-27 Claims and shall place in a
23. - segregated reserve a sufficient amount of County Warrants having an aggregate
24�. principal amount equal to SO percent (.501%) of the face amount of Clain s that are
511
Disputed Claims in Class B-27 as of the date of initial distribution to Class B-27
26 under this Plan.
27
28
_79-
1 For purposes of this section, the "face amount" of a Claim is (i) the amount
2 set forth on the proof of the claim; or (ii) if a proof of claim has been Filed in an
3 unliquidated amount, the amount determined by the Bankruptcy Court in
4 • accordance with Section VI.L.2.c; or (iii) if no proof of the Claim has been Filed,
5 the amount of the Claim scheduled in the subject Debtor's List of Creditors Filed
b with the Bankruptcy Court, as amended, as not being disputed, contingent, or
7 --. unliquidated.
N
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12
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19
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25
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27
28
In determining the initial amount of the Pro Rata distributions to holders of
Allowed Claims in any Class for which a Disputed Claims Reserve has been
established, and the amount of any further Pro Rata distribution, the calculation
of the amount of Pro Rata distribution to each holder of an Allowed Claim in
such Classes shall be made as if all Disputed Claims in the applicable Class were
Allowed Claims in their respective face amounts.
C. Estimation of Disputed Claims.
Notwithstanding the foregoing Sections VI.L.2.a and VI.L.2.b, as to any
Disputed Claim (including, without limitation, any unliquidated Claim), the
Bankruptcy Court shall, upon motion by the County, (1) esdmAte the maximum
allowable amount of such Disputed Claim and (2) determine the amount of Cash
or County Warrants to be placed in a Disputed Claims Reserve on behalf of such
Disputed Claim, which determination shall be based on the probable allowable
amount of such Disputed Claim. Any Creditor whose Claim is so estimated shall
not have recourse to the County, any assets theretofore distributed on account of
any Allowed Claim, or any other entity or property if the finally Allowed Claim
of such Creditor exceeds that maximum. Instead, such Creditor shall have
recourse only to undistributed assets in the applicable Disputed Claims Reserve
established for the Creditor's Class that were allocated in such Disputed Claims
Reserve for the Claim of that Creditor and (on a Pro Rata basis with other
1 Creditors of the same Class who are similarly situated) to those portions of the
Disputed Claims Reserve for other disputed and unliquidated Claims of the same
3 Class that exceed the ultimately Allowed Amount of such Claims.
4 d. Distributions From Disputed Claims Reserves.
5 (1) After Allowance of Disputed Claim.
6 Within thirty (30) days after the end of each calendar quarter following the
7 Effective Date, the Disbursing Agent shall make distributions of property
8 reserved for any Disputed Claim that has become an Allowed Claim during the
g : • preceding quarter. Such distributions shall be made in accordance with the
1 p : provisions of the Plan governing, the applicable Class of Claims, including the
2 i! distribution provisions set forth above in Section N. A holder of a Disputed
12 Claim that is ultimately allowed shall also be entitled to receive, on the basis of
13" the amount ultimately allowed, an allocable portion of (i) any payments made
into the reserve in respect of any instruments held in the reserve for the pertinent
I!, Disputed Claim and (H) the net return yielded from the investment of any Cash
1 E i ! in the applicable reserve that is distributed to such holder, accrued from the date,
17"1 not earlier than the Effective Date, such amounts would have been due had such
18 Claim then been allowed to the date that such distribution is made from the
19 ` applicable reserve.
20' (2) After Disallowance of Disputed Claim.
s�
21:; Within thirty (30) days after the end of each calendar quarter following the
22I Effective Date, the Disbursing Agent shall distribute to the County property
23+; reserved for any Disputed Claim in Classes B-26 and B-27 to the extent that such
241 ! Disputed Claim is disallowed by a Final Order during the preceding quarter.
251' The County shall also be entitled to receive, on the basis of the amount of such
26 1 Disputed Claim which is not allowed, an allocable portion of (i) any payments
27 made into the reserve in respect of any instruments held in the reserve for the
28
I�
-81-
I pertinent Disputed Claim and (ii) the net return yielded from the investment of
2 any Cash in the applicable reserve that is distributed to the County pursuant to
3 the preceding sentence, from the date the reserve was created in respect of the
4 Disputed CIaim to the date that such distribution is made from the applicable
5 reserve.
6 Property reserved for any Disputed Claim in Classes A 1 and B-2 to the
7 extent that such Disputed Claire is disallowed, by reason of the assertion by the
g County of a defense, offset or counterclaim which is a Pool -Related Claim, by a
g :' Final Order shall be included in Litigation Proceeds. Litigation Proceeds shall
�.� also include on the basis of the amount of such Disputed Claim which is not
11! allowed on the basis described in the preceding sentence, an allocable portion of
1 z; f (i) any payments made into the reserve in respect of any instruments held in the
13'; reserve for the pertinent Disputed Claim and (ii) the net return yielded from the
investment of any Cash in the applicable reserve that is distributed to the County
15:
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pursuant to the preceding sentence, from the date the reserve was created in
respect of the Disputed CIaim to the date that such distribution is made from the
applicable reserve.
To the extent that a Disputed Claim, in CIasses A-1 or B-2 is disallowed by
a Final Order by any reason other than of the assertion by the County of a
defense, offset or counterclaim which is a Pool -Related Claim, property reserved
for such Disputed Claim shall be distributed to the County. The County shall
also be entitled to receive, on the basis of the amount of such Disputed Claim
which is not allowed, an allocable portion of (i) any payments made into the
reserve in respect of any instruments held in the reserve for the pertinent
Disputed Claim and (ii) the net return yielded from the investment of any Cash
in the applicable reserve that is distributed to the County pursuant to the
preceding sentence, from the date the reserve was created in respect of the
MENNOW &ass
-82-.
1 Disputed Claim to the date that such distribution is made from the applicable
2 reserve.
3 (3) After Resolution of All Disputed Claims.
4 if any property remains in a particular Disputed Claims Reserve after all
5 - objections to Disputed Claims in the Class for which such reserve was
6. established have been resolved, such remaining property shall be distributed as
7 soon as practicable to the County. To the extent that such remaining property is
g i held by a Third -Party Disbursing Agent, such Disbursing Agent shall return such
9 l ! property to the County.
10 i E 3. Surrender of Instruments.
i
11 j a. Requirement to Surrender Notes and Bonds.
12 1 As a condition to participation under this Plan, the holder of a note or
13 f 1 bond of the County that desires to receive the property to be distributed on
14 account of an Allowed Claim based on that note or bond shall surrender the note
15';' or bond to the Disbursing Agent or its designee. Any property to be distributed
1611 pursuant to this Plan on account of any such Claim shall, pending such
17I11
surrender, be treated as an undeliverable distribution pursuant to
181 Section VI.L.4.b below.
t�
19i , b. Lost, Stolen, Mutilated or Destroyed Notes and
2011 Bonds.
Any holder of a Claim based on a note or bond thAt has been lost, stolen,
22 IJ mutilated or destroyed shall, in lieu of surrendering such note, deliver to the
I:
23E ° applicable Disbursing Agent: (a) evidence satisfactory to the Disbursing Agent of
24 the loss, theft, mutilation or destruction; and (b) such security or indemnity as
25 may be reasonably required by the Disbursing Agent to hold the Disbursing
26 Agent harmless from any damages, liabilities or crists incurred in treating such
27 individual as a holder of a note or bond. Upon compliance with this Section by a
28
•
I �XNa4x. a Wi«Ers -83-
0
I holder of a Claim based on a note or bond, such holder shall, for all purposes
Z under the Plan, be deemed to have surrendered the pertinent note or bond.
3 C. Failure to Surrender Note or Bond.
4 Any holder of a note or bond of the County that fails to surrender or be
5 deemed to have surrendered the note within five (5) years after the Effective Date
G shall be forever barred from receiving any distributions under this Plan. In such
7 cases, any property held for distribution on account of a Claim based on such
B note shall be retained by the County. To the extent that any such property is held
9 by a Third Party Disbursing Agent, the applicable Disbursing Agent shall return
lflf such property to the County.
11' d. Release of Liens on Property Securing Allowed
12i ! Debt Claims.
,i
131; As a condition precedent to receiving distributions pursuant to the Plan on
14 1V account of Allowed Class A-1 through A-4, A-b through A 17, B-1 through B-7, B-
25' 15 through B-22 Claims ("Allowed Debt Claims"), each Indenture Trustee or
Id I holder of an Allowed Debt Clain that is to receive such distributions in
1; satisfaction of Secured Claims shall have executed a release, on or as of the
If. f Effective Date, of all mortgages, deeds of trust, liens or other security interests on
Is j any Property of the County; in recordable form if appropriate, and deliver the
20 i i same to the County. Any Indenture Trustee or holder of an Allowed Debt Clain
'21: # that fails to execute such release shall not be entitled to receive distributions
22, pursuant to the Plan, and each holder of an Allowed Debt Claim that would have
23.1 received distributions from such Indenture Trustee pursuant to the Plan also
24} shall not be entitled to receive distributions pursuant to the Plan. In such cases,
25. any Cash or other consideration that would have been distributed to the
26# applicable Indenture Trustee shall be held as an undeliverable dist *ution by a
27
28
,c.+�+c�+a �►rErr - 84 -
I Disbursing Agent pursuant to Section V11.41 until such release has been
provided to the County.
3 4. Delivery of Distributions and Undeliverable or
4 Unclaimed Distributions.
a. Delivery of Distributions in General.
E; Except as provided below in this Section, distributions to holders of
Allowed Claims shall be made: (1) at the addresses set forth on the respective
t.. proofs of claim Filed by such holders; (2) at the addresses set forth in any written
17.
22
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271
28'
1
notices of address changes delivered to the Disbursing Agent(s) after the date of
any related proof of claim; or (3) at the address reflected on the List of Creditors
Filed by the County if no proof of claim is Filed and the Disbursing Agent(s) have
not received a written notice of a change of address.
b. Undeliverable Distributions.
(1) HoIding and Investment of Undeliverable
Property.
If the distribution to the holder of any Clain is returned to the Disbursing
Agent as undeliverable, no further distribution shall be made to such holder
unless and until the County or the Disbursing Agent is notified in writing of such
holder's then current address. Undeliverable distributions shall remain in the
possession of the Disbursing Agent until such time as a distribution becomes
deliverable.
Unclaimed Cash shall be held in trust in a segregated bank account in the
name of the Disbursing Agent, for the benefit of the potential claimants of such
funds, and shall be accounted for separately. Any Disbursing Agent holding
undistributed Cash may invest such Cash in any investment or deposit issued,
guaranteed or insured by the government of the United States of America or
instrumentality thereof.
-85-
(2) Distribution of Undeliverable Property
2 After It Becomes Deliverable and Failure
to Claim Undeliverable Property.
4 Within thirty (30) days after the end of each calendar quarter following the
5 Effective Date, the Disbursing Agent shall make distributions of all property that
b has become deliverable during the preceding quarter. Each such distribution
7 shall include: (i) any payments or other distributions made on account of the
g ; distributed property, and (ii) the allocable portion of the net return yielded from
rM
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24
25
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the investment of undeliverable Cash to such distribution, from the date that
such distribution would have been due had it then been deliverable to the date
that such distribution becomes deliverable.
Any holder of an Allowed Claim who does not assert a claim for an
undeliverable distribution held by a Disbursing Agent within five (5) years after
the Effective Date shall no longer have any claim to or interest in such
undeliverable distribution, and shall be forever barred from receiving any
distributions under this Plan. In such cases any property held for distribution on
account of such Claims shall be retained by the County. To the extent that such
undeliverable property is held by a third party Disbursing Agent, such
Disbursing Agent shall return such property to the County.
Nothing contained in the Plan shall require the County or any Disbursing
Agent to attempt to locate any holder of an Allowed Claim..
S. Means of Cash Payments.
Cash payments made pursuant to the Plan shall be in U.S. dollars by check,
draft or warrant drawn on a domestic bank selected by the County in its sole
discretion, or by wire transfer from a domestic bank, at the County's option
HO&AGM. 4EAM 6 err
-86-
I . 6. Compliance With Tax Requirements.
2 In connection with the Plan, to the extent applicable, each Disbursing
3 Agent shall comply with all withholding and reporting requirements imposed on
4 it by any governmental unit, and all distributions pursuant to the Plan shall be
5 subject to such withholding and reporting requirements.
6 7. Setoffs.
7 The County may, but shall not be required to, set off against any Allowed
Claim and the distributions to be made pursuant to the Plan on account of such
Cs .. Claim, the claims, obligations, rights, causes of action and liabilities of any nature
1o• • that the County may hold against the holder of such Allowed Claim. Neither the
11 failure to effect such a setoff nor the allowance of any Claim hereunder shall
12 : constitute a waiver or release by the County of any such claims, obligations,
it;; rights, causes of action and liabilities that the County may possess against such
14 holder.
15 : VII. CONFIRMATION AND EFFECTM DATE CONDITIONS
16.. A. Conditions to Confirmation.
17.
The Bankruptcy Court shall not enter the Confirmation Order unless and
18� until each of the following conditions has been satisfied or duly waived by the
19.. County in accordance with Section VILC:
20;
1. Prior to or concurrent with Confirmation, the Bankruptcy
21, . Court shall have entered an order, on terms satisfactory to the County,
22;
confirming the Plan pursuant to section 943 of the Bankruptcy Code.
23 2. The County shall have obtained a binding release in form and
24;
substance satisfactory to the County of all Schedule 2 County -
Administered Account Claims.
i
261 "
3. The Bankruptcy Court shall have entered a Final Order,
27 : pursuant to Bankruptcy Code section 502(c), esd=tin for all purposes
P P cY 8
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1 _ L WRFCOk : art - 87 -
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28
(including distribution under this Plan) the amount of Allowed Class B-27
Claims asserted by Option B Pool Participants as not exceeding
4. The Bankruptcy Court shall have entered a Final Order
authorizing (i) the issuance and all the terms and conditions of the Plan of
Adjustment COPS, the Refunding COPS, and the Pension Obligation
Refunding Bonds, including any liens collateralizing the County's
obligations thereunder and (ii) the procurement by the County of any
insurance policies and any letters of credit or insurance relating to such
indebtedness.
B. Conditions to Effective Date.
The Plan shall not be consummated and the Effective Date shall not occur
unless and until each of the following conditions has been satisfied or duly
waived by the County in accordance with Section VII.C:
1. The Confirmation Order becomes a Final Order.
2. The Bankruptcy Court shall have entered a Final Order
approving and Authorizing the County to take all actions necessary or
appropriate to complete, implement and consummate the contracts,
instruments, releases and other agreements or documents created in
connection with the Plan.
I The Plan of Adjustment COPS and the Refunding COPS shall
have been executed, sold and delivered, and the Pension Obligation
Refunding Bonds shall have been issued, and all other aspects of the
financings desrn'bed in Section VIA shall have been consummated.
4. The County determines that the sum of Allowed Claiwis in
Class B-26 plus the amount of all Disputed Claims which, if allowed,
would constitute Allowed Class B-26 Claims, does not exceed $100=000.
i M.4*W WVKV A MEMM . 88 -
2
3
4
5
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8
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24
25
26
27
28
. 5. All appeals relating to the Bankruptcy Court's June 27,1995,
Order Approving Compromise of Controversy Respecting Validity of Note
Debt or its June 27,1995, Order Approving Second Amended Note
Modification and Extension Agreement, or any order or findings related
thereto, shall have been dismissed, and all such orders of dismissal shall
have become Final Orders.
6. A court of competent jurisdiction of the State of California shall
have entered a Final Order validating, under applicable state law, the
issuance by the County of the Pension Obligation Refunding Bonds.
7. If the County elects Option B as specified in Section W.C.17, the
Indenture Trustee for the benefit of holders of Class A-16 and Class B-21
Claims shall have released to the County the moneys in the Construction
and Acquisition Fund relating to such Class A 16 and Class B-21 Claims, as
set forth in Section IV.C.17.
S. The County shall have entered into an agreement, in form and
substance satisfactory to the County, with the Orange County Employees
Retirement System amending the August 30,1994 Memorandum of
Understanding, as previously amended on Ju1y.14,1995, relating to the
County's obligations to the Orange County Employees Retirement System.
9. The Municipal Bond Insurance Association shall have consented
to the County's issuance of indebtedness exceeding $550,000,D00 pursuant
to the documentation governing the Recovery Bonds.
C. Waiver of Certain Conditions to Consummation and the
Effective Date.
The conditions to consummation of the Plan and the occurrence of the
Effective Date specified in Section VII.B are for the sole benefit of the County.
The requirement that any of the conditions specified in Section VE be satisfied
arc NOM a MOM
Ma
I may be waived in whole or in part by the County. To be effective, such waiver
2 must be in writing and Filed. The failure to satisfy or waive any of such
3 conditions may be asserted by the County regardless of the circumstances giving
4 rise to the failure of such condition to be satisfied, including any action or
5 inaction by the County. The failure of the County to exercise any of the
6 . foregoing rights shall not be deemed a waiver of any other rights and each such
7 - • right shall be deemed an ongoing right which may be asserted at any time and
8 - from time to time.
9.2
• . i 1 VIII. REQUEST FOR CONFIRMATION
20i UNDER BANIMUPTCY CODE SECTIONS %3 AND 1129(b) -
111
`I
The County requests Confirmation under section 943 and 1129(b) of the
1
13 i Bankruptcy Code if any impaired Class does not accept the Plan pursuant to
; ` section 1126(c) of the Bankruptcy Code. In that event, the County reserves the
14, ,
right to modify the Plan to the extent, if any, that confirmation of the Plan under
15 section 943 and 1129 (b) of the Bankruptcy Code requires modification.
161
17j # IX. ' RETENTION OF JURISDICTION
181 ! Notwithstanding the entry of the Confirmation Order or the occurrence of
19' i the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the
20 County Chapter 9 Case after the Effective Date as is legally permissible and as set
21, forth above, including, without limitation, jurisdiction to:
22 1. • Allow, disallow, determine, liquidate, classify, establish the
23 . i
priority or secured 'or unsecured status of, or estimate any Claim,
24 including, without limitation, the resolution of any request for payment of
25 any Administrative Claim and the resolution of any and all objections to
26 the allowance or priority of Claims;
27
28
. 90 -
n
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20
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23;
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25�
26
27
28
2. Grant or deny any and all applications for allowance of
compensation or reimbursement of expenses authorized pursuant to the
Bankruptcy Code or the Plan, for periods ending on or before the Effective
Date;
I Resolve any motions pending on the Effective Date to assume,
assume and assign, or reject any executory contract or unexpired lease to
which the County is a party or with respect to the County may be liable
and to hear, determine and, if necessary, liquidate, any and all Claims
arising therefrom;
4. Ensure that distributions to holders of Allowed Claims are
accomplished pursuant to the provisions of the Plan;
5. Decide or resolve any and all applications, motions, adversary
proceedings, contested or litigated matters and any other matters or grant
or deny any applications involving the County that maybe pending on the
Effective Date or that may be commenced by the County or by the
Representative after the Effective Date;
6. Enter such orders. as maybe necessary or appropriate to
implement or consummate the provisions of the Plan and all contracts,
instruments, releases, and other agreements or documents created in
connection with the Plan or Disclosure Statement;
7. • Resolve any and all controversies, suits or issues that may
arise in connection with the consummation, interpretation or enforcement
of .the Plan or any entity's obligations incurred in connection with the Plan;
8. Modify the Plan before or after the Effective Date pursuant to
section 942 of the Bankruptcy Code, or to modify the Disclosure Statement
or any contract, instrument, release, or other agreement or document
created in connection with the Plan or Disclosure Statement; or remedy
lE�M4AM, ME1�. l ��.Eii
r 91 -
f
7
any defect or omission or reconcile any inconsistency in any Bankruptcy
Court order, the Plan, the Disclosure Statement or any contract,
instrument, release, or other agreement or document created in connection
with the Plan or Disclosure Statement, in such manner as may be necessary
or appropriate to consummate the Plan, to the extent authorized by the
Bankruptcy Code;
9. Issue injunctions, enter and implement other orders or take
g . , such other actions as may be necessary or appropriate to restrain
9", interference by any entity with consummation or enforcement of the Plan;
1� 1; 10. Enter and implement such orders as are necessary or
i l appropriate if the Confirmation Order is for any reason modified, stayed,
12' 1 reversed, revoked or vacated;
13.1 11. Determine any other matters that may arise in connection with
I
14' ; or relate to the Plan, the Disclosure Statement, the Confirmation Order or
15' any contract, instrument, release, or other agreement or document created
161
in connection Kith the Plan or Disclosure Statement; and
r
171 12. Enter an order concluding the County Chapter 9 Case.
18� X. MISCELLANEOUS PROVISIONS
19 ; A. Dissolution of Creditors' Committees.
20 i
I. Ofiidal Committee of County Creditors.
2Z ` On the Effective Date, the County Creditors' Committee and each and
f
I every subcommittee thereof shall dissolve and the members of such committee
23111
i and subcommittees shall be released and discharged from all rights and duties
24
25
26
27
28
arising from or related to the County Chapter 9 Case. The members of the
committee, the members of the subcommittees and the professionals retained by
each of them shall not be entitled to compensation or reimbursement of expenses
for any services rendered after the Effective Date, except for services rendered
ff
1 and expenses incurred in connection with any applications for allowance of
2 compensation and reimbursement of expenses pending on the Effective Date or
3 filed after the Effective Date pursuant to Section N.B.
4 Z. Pool Committee.
g Within thirty (30) days after the Representative renders the Final Report
6 pursuant to Section NIlY of the Plan, the Pool Committee and each and every
7 ; subcommittee thereof shall dissolve and the members of such committee and
g i subcommittees shall be released and discharged from all rights and duties arising
9 1 1 from or related to the County Chapter 9 Case.
10' B. Modification of the Plan. - -
11 Subject to the restrictions on plan of adjustment modifications set forth in
12' section 942 of the Bankruptcy Code, the County reserves the right to alter, amend
` i
1311 or modify the Plan before its substantial consununation.
14 - ! C. Revocation of the Plan.
15' The County reserves the right to revoke or withdraw the Plan prior to the
161 Confirmation Date. If the County revokes or withdraws the Plan, or if
171 Confirmation does not occur, then, the Plan shall be null and void, and nothing
18 1 contained in tiie Plan shall: (1) constitute a waiver or release of any claims by or
19 I against, the County; or (2) prejudice in any manner the rights of the County in
20 ; any further proceedings involving the County.
21 1
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22.1
23 '
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254 -
26
27
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781
i
NE.IEncae. W4rr - 93 -
E;
I D. Successors and Assigns.
2 The rights, benefits and obligations of any entity named or referred to in
3 the Plan shall be binding on, and shall inure to the benefit of, any heir, executor,
q administrator, successor or assign of such entity.
5 COUNTY OF ORANGE
i
7!
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DATED: December 21,1995
9
10 Submitted By:
I 1 HENNIGAN, MERCER & BENNE"iT
12 601 South Figueroa Street, Suite 3300
Los Angeles, California 90017
13
14 Counsel for County of Orange
15
15 By
17 Bruce Bennett
1s
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By
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County of Orange
Plan of Adjustment
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61Aft9XI4
34.&UASOAM
13Z313.49
6,14Q692.61
CArISTRANO M CFD a7.1
1264 4NM
1.13it.Stiw
17AM03
121.443.+k
('Arb-T LAW) LMOM MI
741.311.97
657,12972
MAIM
74.131.20
t'Afl'bLACUNA REWNALOCCUPATIONAL
324.123.19
2117,316.26
4394AI
32.412-12
Mttic :RAM
,
(TNTRAUA ELEMENTARY SCHaX
1731 MA9
7X46,947 41
111.♦57.16
1173,1l9ft.33
(t )AST t i $MMUNITY COLLEGE
726aSXZ03
20.114.91732
310.8"31
2.269X3.20
CUASTLME REQ0NAL. OCCUPATIONAL
1,39t,39471
LAMAS&"
21.5 9m
139,139.47
Mt�1C:RAM .
tIVESP-IPA
266711.76
236A9263
3AI725
2WIR.lat
t Z'1'RZ5 ELEMENTARY SCHOOL.
6AM 16922
Sb75AI2.97
116,15730
640y1t j 3
Ft X1'MU CIR PLAN -SCHOOLS
5.115.40026
4 S34-40327
6f- 6.96
511.St0 01
FtXftTAINVALLEY ELEMFMARYSCHOOL
SA4i"A2
S,OO "QV
76A"38
564.131+T4
FULLERTON EUDAENTARY SCHOOL
&139.17219
4,553,5 %n
NA"Z
313.917.22
FULLERTON UNION 14GH SCHOOL
2MAM.19
23342.f4A4
39,i2i939
2AMM236
t:1kRDEN(R0VEL13D
S3JRLt4030
49A93=9ii
790AWA4
3.5m21405
t TREATER ANAMWA SPK3AL EDUCATION
I.339,07S.I1
23A46.65
173360.110
HUB BEACH ELEMEWARY
9 SIA14.90
I.WM 6.19
125,W.13
421.11110
rt HWL
HUNTINGTL7N BEACH UNION HIGH
20.3?A. ".16
11,197,6=
27$.339.61
2.050MA2
IR VINE 11wD
96- 7a,79S.31
87,i2,3"M
1.330023
WA" 3.1
OLVINE =OD M1
713AW0
632,11m
4A"M
71-M&M
IRVINEUSDCFD$6`1
6ai6,Ot.t.47
3,99-"t96
90"41
671AM30
IRVINE USD CFO WA
2_"1 a*6
2296r70'M
37A13A6
239-%LV
IR VINE U5D CHLWARE PROJECT
7CV 74
676,943.l0
143SLr
76a67.37
UNAL1Dt MD 4wb) t 1tr FI"I MwMcsd*sj Eih tt I Per 14 '
Prtatnf : 1:,( i-1P.00S PM i]i ORM-44mAS&,dPsdPwftrV- *
• EXHIBIT 1
-95-
Cash
Distributions
Withheld
Total
Revised Book
through
Proceeds
Repayment
Participant Name
Balance t
1$/.3vgs2
u of 1?f3 mi amaw
LA HARRA ELEMENTARY St-H(X'rL
13-11SA97.42
1I,819,011 M
180.77630
1333309.74
LAGUNA REACH USD
7,168,201.71
6,354307.90
g7,073.64
716.W.17
L.t % ALAM1hV-v WD
1012221731
8.972,753_88
137241.70
1.0t=123
Lt%ALAMMNUSD(TD90-1
2.453MIS
2.174".12
3326014
24SX942
Lt WELL )(4NTELEMENTARY
241,E77.99
214,410.70
3,279.49
24,1r.50
MAVERA COUNTY
S-W.7W.87
4.950351.74
73721.04
SM.4118-09
MACINt 4-IA ELEMENTARY
S,949,481.95
3173.867.94
SQ,665.52
394,945.20
MM LKD CFD 90-91
454.10
3%.90
6.11
45.01
NEWI't ART -MESA USD
EZ937AW4
73.319-%ZAe
1,124309.49
S 293;"
Nt 1. 0.r •ELF -FUND WORK
13.990.42420
12,40IA9339
129ASSA4
t399Aav
Nt1. 0 . SEii•IN5 FUND
3 %6 %4.19
3A96=- S
33,514.49
3%A%.42
NORTH O.C. REC 0NAL OCCUPATIONAL
X013a4738
1.7S6A4221
273190.43
20M74.74
TRtx 2R"
NORTH oRANCE COUNTY CO&04UN1TY
5617MA52.09
76AS90M
1,173-9"41
SA70,SMI
(tXL.EC.E
O.C. VEPARTMENTOF EMUCATKNI
70A3S,2 =
6Z081LL30.62
941930.92
7AM.RUM
(W.DEVEIAPA4fNTAGENCY -SCHOOL
1AI3A34X
1303035
2LASI.11
161353.41
C SMUCTION FUNDS
O.C. FRtNCE BENEFITS
SAM.21931
4A90,907,13
68A9M14
306,621.12
o.C. SCHmXS K&W BENEFM
L13332531
1,02Z33S.46
1W32
11333M
lxTAN VIEW ELMENTARY
91c99A4629
SA6S,772."
123 WX
909,W4A3
ORANGE USD
-20AZ4,6bs.s0
17.7WA s22
2T13Q3.70
2XZ4"A
M-ACIDMA-Y06A USD
53,166,164-M
75A94,199.11
1,1SC%921
016AI&48
RANCHO SANTIAOU CULOWN:TY COLLEGE
16AS7,S30.70
14,969,105.69
22RN &94
1,6fS,7S
RtJ6!5M" USD
3-MA6
4=34
7=
532.S7
SADDLEBACK CUMMUNITY OOLLEC.E
24A09AM29
21.942.2W.82
336-AM49
2,m,963.45
SADDLEBACK USD CFD S6.1
3_W.06.T7
3,177A7231
4S,f06.7s
35k4970
SADDLEBACK USD CFD 8S-2
Mn94536
1,270,266.60
19A29.22
143,29934
45ADDL.EBACK USD CFD 59.1
3,490,744.14
3A94,340AI
47,M.12
349A74A I
SADDtEBAC K USD CFD 59.2
2.576,140.61
2,549-3030
38.9%M
2VA14b6
SADDLESACK USD CTD &"
33T1373.36
29%A33.27
45a91.73
337.MJ6
SADDLEBACK USE) CFD"4
1359.326 N
1302.23139
21,142b6
135,l2,40
SADDLEBACK VALM LW
VX3.W.17
4L"8,7 33S
64L774AO
4"356.42
%AN JOAQWN E MAENTARY
2A9&17
=,36640
392S
2n.52
SANTA ANA USD
30j=Xa7C
44A99 IGA
bs3,t1t A3
SA39AN27
SAVANNA ELEWZNTAXY
336t,622,43
1137,17047
48.M12
336.162J4
SCHO XCDMMZFjMALREVOLVtNC
2XI^Sn
2217.M71
33,9nA3
=18637
SC14C OL PAYftXL REV0LV=
4A39;W.13
520807JU
973L334
643 wLn
c'WXXSEXCINSUAEMYWWD
4SM_%3A2
4ZWU7 I94
63712s4D9
4AVSs6_i4
SHANDOIY USD
19z"435
16LI60.79
2AW31
15293A
W-0.0"/LIAITI"n
2.97S,2 ut
2,+f40W.21
403MA4
ZVAV36
TEACI-WSRETIREMENT ANNt1F1Y
13A34,41S21
13Ap,136.13
21231739
1A11 M
TUSTW H)CH SCHOOL
3301J7
3,10i20
47A8
SS 9
LMAUDfiaD 4ablat is FIP4 Mo41lkadwaW
Ezit e I Pop d 3
Prmtnt 1,Z2M -100W PM
EXHIsrI'1
-
EXMIT 1
_96,
Cash
Distributions Withheld Total
Revised Book through Proceeds Repayment
Paxtkipant %.'ame Balance r 12,/*w "of W11%t Claim
TLSTIN U%D
9.042.179.93
8.013-110.79
121".06
g04.217.96
TL%;TIN V%DCFPAXI
2A95.73139
2%7,276.05
39,261.67
2" 193.1r.'
WE.%TtXC.SELF•FUND WORK
9;039.663.97
8,011133.63
12ZS&3.94
4Q3.%6.40
WE447MIM-M ELEMENTARY
13.736J=.15
12,176.23=
1U,24042
1.3T. AM-02
Y1IRRA LINDA ELEMENTARY5('HLXX
49.140114
43.559.7e
666.26
4.914.00
Talat for Option A woof Pool hwfk wds : SION.146,725.23 3469.lf91.363.09 314.s40.who 5104 414A,'Z3t
(1) R*%taed Book 1+alance indudea the tnsesgnent Wam* as of 12/6/94, the book valur of the P&4ocaMd
Interem. and the book ral ue of the Interest 7/ 1-12/6/94.
(2) Cash rAstnbutiofw duv* 12/31195 bmdu&%lnterim Dbtnbutiom tluough S/ 1s/93. Cash Dwtr6utbm on
S/ 19/95. FNMA FAnwr and Recovery Now Proceeds. Cash Doulbumns In the aawunt of S3.287-RS .i6 +►err
paid on these Participants' behalf to the ProfessionW Fees Reserve pur mmt w the Coa+prehensive Sutdowu t
Asrommt.
pl WiWbdd ante& as of 121201" b a pro rats portion of dw Net WI&MJ Proceeds m preearted IR
ExhiNt I
(4) Total RepaYww Claw is as Pmooed to the column billed Told W paywmA Claim level Exhibit 2 to err
C emPrdwwve.SmJ c%mt Agneownt, as aawndrd.
UNAUDITED 4w► d M haat <`MdUkadew(al waft I bV3 df 3
Pnntnl : I2W.05 - I0006 FM IXMItR7-OPd/tt/1Scbedhot>ti.oa�rxn
EXHIBIT 1 -
.91.
County of Orange
Plan of Adjustment
Exhibit 2 - Option A Non -School Pool Par icipants
rv,urne: Exhibit 2 to CoatprehemveSeMeawnt Aareraxnt, as amended)
Cast
. TOW
Distributions
Withheld
Settlement
Too
Revised Book
thsoaSh
Fmce"b 3
Socmmd
Repgment
Participant Name
Balance I
L;F AM =
as of IWZ M
C7alm4
C1alm 3
AL& t M10 CFD Eat
9,276.7E
7-%3.27
I37.23
WSW
9 0.4a
AUSt t VIE1t t CM $&1
23,168.47
1E 9a"
34M
1AX04
2.42175
AIXrv0V1El0(•FDEs•i
6S4E.329.42
3310A00.E9
95,970A1
456A79.99
"S.069.92
ALN'.0V1E10CFD1t&1A
49A43A3t.S7
40140.409.47
725,431.1E
3,W7N36
5,L30A36.36
RAKER RANCH CFD V.6
94AM.72
77A64.07
1399.96
Srl74.13
9.90036
RAKER RANCH CFD V-6
1,1%97
1.110.72
20.07
64M
141.%
RAKER RANCH CFD V4
A2
34
of
A3
0A4
RAKER RANCH CFD V-6
tr440,74929
1.1329MIO
19A7434
t37A26.0
130o23.00
vt m) tx CAZA CFD v-E
rig
34
im
z
0.04
(17R) DE CAZA CFD In4
11.133.96
9117.4t
16420
69107
Ll".77
0 m3 DE CAZA CFD V4
lA1S.18
1322.07
23J9
1"
1N197
(%rW DE CAZA CFD V4
19AM.334.44
16A5 LR14l7
2E9.732A2
1275 "SJ9
2,036, I AN
t11UNTYMORA57RLPCMWPR
7A33A*%V
6.1t12111."
114X44S1E
614AMAI
7",7W.6E
DIMENSK B M V-1
A4
M
40
0.00
DIME 15k7NSCFD V-1
5,23 "
4i02.10
771S
3262!
549AS
OLMENSkINtSCT'D 1C-1
3AZ
Z97
, AS
22
039
DIMENSIVNISCFD 67.1
11.16E24
9,141.47
16521
69320
IA6936
MENSIOMCM $7.1
40E2S
334.16
6.04
2534
4221
r9MEN5k3NS M r.1
111,SEE.7S
87.737.16
1313.E4
10r643.97
110"
EXCON&INVESTMENT EARNINGS
92 i34
43E.104.E2
7"M
555624E
60.43/.14
Ft, OTMLLCIR PLAN•
457AX16
359A25.94
6,196.60
431 1"
47A1IA4
Nt >N("L UN'TY
Ft K)THML RANCH CFV 87.4
11J0E3.40
9AM67
143.96
6EE 06
111"Aw
FC> nHFLL RA" CFD =7.4
ISM17
133.66
2.E1
11J0
19AN
AXIM1LL RANCH CFD A-4
1Xk43434
IA44AI I27
ISAG=
7912"
133,53542
FOLYTHILL RANCH CID V4
/209AISA?
6,4A336A31
12L men
33""M
4139"A2
Ltir1ASLACUNA C7D M2
147ANM
136A132
2.47C.S1•
10-%Ctl
17Ani"
Lt WAS LACUNA CFD SO-2
324J9
W."
4i1
X17
3&"
L0MAS LXGUNA Qfl S&2 •
79Z30623
6w 29036
123"13
16.947A2
$zw n
Lt 1S AMAX CFD "
32SX6.72
UALM.14
4A .00
30.3 AS
3434E.93
UIS AI25CFD, V.7
12.27
1a04
.16
X
136
LttcAi2S( CFDE7.7
104-VM
IA%21&m
30,6UM
130AX91
217A M
MMON VLQ0 CFD V-3
207,7".41
170.DtI S2
3=90
12A97i9
2fi3R.79
1rtWON VINOCFD V-3
23&4t
20906
3"
I3AS
am
h W40Nt VIM CFD V-3
16206 W25
13.?]3i,104.07
2391149932
L47SXIL73
1A#5237.12
NWNCL}IJMY FUNDS
am
ZL69
AO
2.73
3.02
Prtxtnf. . 1Z%"-1a491s PM " EJUi71uT2
EXHIBIT 2
- 98-
Cash
Total
Distributions
Withheld
Settlement
Total
Revised Book
through
Proceeds
Secwmd
Repayment
Particirant Name
Balance I
�
42"S .
s
as of 24e2q%
Oaim+
C3aim s
N'RTt1L.AHILL5VTD Ir-2
20. mlw
t6.36438
299.36
11%.08
It17.0T
N IRTO )L.A HILLS CFO r.2
BA69-80
11.0%.44
12825
335.13
906.90
Pt IRTOLA HILLS CFD 87.2
L4s77 14.07
1.170A -14
20,171.12
141.9WA2
ISSA36.10
M )RTOL A HILLS CFD r,.2A •
LM962.21f
i , 6.7Z6.2I
30302.37
.00
4S.937.1-0
RANCH SANMARC' (TDS&Ia
14232.848.10
11.209A3179
193,246-70
13l9.317A7
1,49IAS1.95
RANc*{�ISANTA MARGARITA 117
31990.44
b.184.9s
473M
1,%SAI
3346.M
RANCHOSANTA MARGARrTA
33.64
43.91
.79
333
5.61
00
RA WHO SANTA MARGARITA 67
12.523.49
10,25077
135.26
77732
010.14
RANCHOSANTA MARCARITA
347S2.68
25.443.91
314-W
Z137A6
3A33.63
(TV 87-SA
RANCHOSANTA MARGARITA
1-41.07
IA97.70
19b4
R324
J40-V
(TO 87-SA •
RAN(" ISANTA MARGARITA
2.7n91
2.U6.8s
4133
173.42
292.2s
('FP 67.5B •
RANCHO SANTA MARCIIRITA
250.%
229.97
4.16
17.44
2939
Cm 87.SC •
RANI Fit) SANTA MARGARITA
28.960.53
237N.89
428.40
179735
3M9.69
CFD 97-SA
RANCK)SANTA MARGARITA
.23
.19
.00
.01
0.02
RAN I-k)SANTAMARGARITA
4.099.831.92
3A20.339.18
61,BI190
188 3.65
42SAM19
tTD � 1 •
RANCHOSANTA MARCARITA
8 SM4.69
673769.36
lzl%.59
33A6735
Ww.99
CFDS6•tA
RANCHOSANTA MARGARITA
Z419,263D9
1.4o2.60Q."
3M.49
230763.07
2S,30933
(TD 86.2
RANCHOSANTA MARGARITA
464,19632
-", A69j I
6Aa4S
30,121AS
48.56I.38
(TD 86.28
RANCHO SANTA MARCARITA
IADZ34037
Itl%= V
15A64.56
75a07.93
107."73t3
CFD 87.SA
lb
RANCHOSANTA MARGARITA
4, W.90534
(.13n332.05
60A60.75
2X922.17
425.7m36
CFD 8798 •
RANC7{t)SANTA MARGARITA
•.417AWA2
' 123.1%w et
132343.47
4V 4 3M
92243L40
CFD 874c •
RANCHOSANTA MARCARITA
6=."(07
VIr . S 41
92AGSAI
40UV3J9
656.7"Ag
(TD S7.SD
RANCMSANTAYARC.ARRA
1.267.966-n
ltte•.1430D
14743.59
79A3264
132i17,17
CT D 37-U
!MANTA MARL CFD 11&1
345.4%.15
zt3.7�51>~
S 11077
21.14 tT
36 i4363
SANTA MARC CFD 37M
IA3
14t
A2
A6
dA 1
SANTA MARC CFD 117,M
.60
A9
At
D4
OAe
SAWA MARC CFD 97-SA
A3
a.'1
Ai
AS
0.04
SANTA MARC CFD 0-2
351,,379M
rPJL19
3.197.43
21".73
XM28
SAWA TE J£5ITA CFV 47 9
2I2A7932
SKI."39
32%=
L%CIr44
23.95.44
SANTA iERESITA CFD 87 9
SI L14
414.19
- 735
3L"
33 3S
LNAUDITW 41wb�kt IM final M"McdWaW
E:kft I Pap rj s
Phstnl• 1J2w-1P4t1SPM
EX}d &M-0p6nANR3dkWPwlt %*&wo
EXHIBIT Z
-99.
Cash
TOW
Distributions
Withheld
Settlement
Tool
Revised Book
Waugh
Proceeds
Secuzed
Repayment
Puticipant :Name
Balance 1
11r4% '
s
as of 1V95
Claizn4
Claim 1
%ANTA TERLI% TA 111) OrA
.13
.1!
.00
At
0.01
%ANTA TERLSITA ( TD 87.4 `
74A.424.49
666,129A4
12,39'4.96
AO
44A%.63
TRANS RIRTATTVNi(t4MtX1R
t112.4tS.40
so_u n
12W•60
9a6&%
10.714.12
UNNAMED(Tr)
7.72
632
.11
A4
0-st
Tott1 for i FDs :
S 1633A6.20R.d2
S 133.443A".06
SZYM.136.86
310,7%,776.13
S 16.917 606.T1
(VYAMAV9IMMUNITY SERVICE
1.211,66ZS7
9SZ90128
16,42S28
115.57S.26
126.73725
145111t T
r#W/brNON-OC
S1,211,662.37
S"2.9017E
S16A2618
51ISICS26
$126=15
AMIC EPALITTES:
1 TTY L )F ANAHEIM
14A.e07,17s.75
117,025,146.50
XM7.596-50
14.191.D76.S7
1S,S67A LIS
91TYIIF ANAHEIM HAZARDOUS
SIA32.04
64,04I34
1,1D4A9
7A7AS
012.96
MATERIALRE5R*&E AUT>•ttVM
(TTY OF IINM*IM PUBW
16A SSAWA4
13,2SSA3129
=.S34.12
1ACX7.76 AS
U41=45
FiNANaNC AtM4OXM
(TIY OF ANAHEIM RDA
S,360.17935
6.574,�
113XI-IS
797A41 S
8749a4.49
(TTY Of AREA
6.15016.14
4JW 24513
2 W.13
scow
60im.96
tTIY OF BREA RDA
3,407,3SS.07
Z679AC.92
46,19534
32SO13.1S
356.43R43
(TTY4IF(tbTA MESA
Z966Amm
Z33X2WJ9
40 LIS
2Si,"&W
310.356.94
tTrY OF C(STA MESA RDA.
93.243Z
460,263.33
-7.93iW
35A24.30
61,225a3
CITY OF CYPRESS
6,SD624521
4=1W96
SIA62-61
Salo=
63S.S1 N
M Of DANA PL1NT
1610".999?9
12ASS.344.19
21taOW
I.S34"44
1A024412
my oF FWNTAIN VALLEY
6,263,IW44
4426AX92
K926.23
597A6792
655.2n_%S
CITY OF FOUNTAIN VALLEY CDA
25-WASI.17
19.949AIL"
343.M&19
1419A1524
2653717w
(TiYOFFULLOtTON
2X424XS.45
iSA22.295A7
317AOd.29
2.234AW.77
2A23 77'2
ary OF HL?znNCTCW WAC H1
4309A3.79
3SA32AUS2
6112=1
4,299,MS.44
41!5.913_t2
(In IV tRVLNE
21ZC§kl 6.47
166,793,393-73
2.SMS6265
20229,%6M
22.IS7252.22
4TNLIFLAHARRA
S-W-U144 -
6,%3.91"
113,141-57
M12139
i7xl4h.,+o
CTTY OF LA PALMA
A671k97"
4.466.18L"
76,"IL19
S41/93t16
34.IOL24
tTTY CW LAGUNA W ACH
7.1s6,,s1R.34
&Z&W9A0
1av lo6.a
73t,1204
1=374.10
( TTY uF LACUNA MIS
916,"3.75
72LIS4.11
12.432A9
W A67.32
VL"AL%
4ITY OF LACUNA N1WEL
19= 924 90
14,593.19(W
2SLm9:1
t;".%939
L"t.20_1'+
C YTY OF L.A M FOWT
9A49=42
7,S6S,9ZA2
130AW.12
92mae
1AN WA2
(MY OF t.OS ALAM=
2.191173W
IT23A67A6
29.736j1
201,D62.11
2292PZI
(TTY of Mt9 m vm0
IS.347,40036
14.429.I57.91
245762M
1075Q071.36
L119,4wl%
CITY OFM59ONVMOCDA
7SZ9d6.1?2
613J72.73
10A16M
74 OM
SL911m
( Try OF NEWPORT
171139 S9.IS
13.7508W
24MA10AB
1.319a+D2.90
L t]636t.50
CMOFc)RAW-E
13a5Slm"
10im-MI.13
156,343.23
L312MIAS
IAX9 a(74
CVY OF ORANCE RDA
1SIM3.11W
I IJ 0s,313M
XSX1.92
L432,22727
Lsvolw17
C ITY Of rLACFNTIA
21.1181"S S
I&AC& S40.94
20335.61<
ZM4A 71
2.301.3Wa3
UNAUVnW 46b).et be Rag MsdblendeoW
ZzWd 2 hp31 6
p-mird-. Izp2 +lS-1C4lTai PM
1�tF0SM-Opi%ANwddrdlNMwpwws
'
FJCMIT 2
-too-
Cash
Total
Distributions
Withheld Settleanent Total
Revised Book throuSh
Proceeds Secured Repayment
Padicipant Name Balance 1 140y"
3
as of IZI%95 Claim+ Claim s
c 'ITY t Y tiAN CLEMENTE
36.462.M.77
28A73,302:4
494-w"
3.4T,,96i.4d
3,914.43668
CITY t IF MNTA ANA
118,237,670.59
95-14009.706
IJl0,3"-M
E.443a18.44
I2.369=.00
(MY OF SANTA ANA RDA
341692 n9l
271E3,703.99
47037ti34
1309,177.67
3,629,342.91
1 ITY OF SEAL BEA(li
2,779,549.14
IAM.443.82
2E.19S.49
1963S922
217,330.61
1T11f t►F14TANTtIN
3.002A42.50
2,360,930.92
40.70J.06
296MI28
314AS6.62
(TIY tIF rJ%1v 1N
234,RMM
04.422.15
3,179.49
22,368.14
24.53237
( LTYtIF VILLA CARIK
1298.I00.15
1A2N mm
17AM24
123AX17
135,799A6
(TTYtIF WL%ININSTER
145.399.03
114305.12
1974.10
t3AU.06
LS,23t.74
T4tal19.Cx'MUN1C1PALMD;:
SW5 U$,697,26
S676,392,24374
511,755,294.17
S79,3I0.212D4
589,690.94732
Ltx'ALTRANSPORTATK)N
797,170,955.02
634,734319.OI
11,471,138.99
67369,0SM
83,39S,493"
A WHORITY
U.C. TRANSIT D1STRI T
92;U.71s.07
7Z,926.2t<5.96
1,2WASSAS
SA47,RS379
9=,S".s2
O.C.TRANlSPORTAT1()N
23136IA9731
197338.4MW
3,410757J04
n"SM37
263I6;933.93
AUTHORiT1!
SERYtCE AUiHOR1TY FOP,
LISS.338.94
1A93,20S36
29225"
20SAW-%
225,5=
ABANDONED VEHICLES
%ERVSa AUT)-kVCTY FOR
6A92,92472
4,79I]29A9
SZ610.69
581.177.79
637AC7.13
FREEWAY EMERGENCIES
ToW ixocTA:
St.149,INA34.26.
S91t."6,130.41
$16,274,43M"
SLOL,199,80774
S12o279,2MIZ
RAN1Kt*CAUFORNUI/PARS
16,265,246.2l0
12794,M4.56
220,572.40
191MAQ .
OCIA91.44
RUEN A PARK LIBRARY
563,14934
442,SU.M
7AM44
53;1639
$8.90.43
CAPSTRANO BAY CX-AAMUNIIY
187,370.10
147,MA3
2,UM43
17,117Z.43
19AOI S9
CAPLSTRANO RAY PARK
96XI29
75.354.46
130?37
9,163.53
10490.4.5
($A . AC,EAN HIL15 012
4236.22
3J24.76
6422
451.7/
49S.4S
EMERALD BAY CV/KWUNI:TY
1,8LL1,225.73
1,418.13I.61
24,445.97
17?.D01.92
ISSA43-23
SERVIEM
W/0S£1F 14EL.P PROGRAM
293.14
?J0 34
3.97
2?!6
30,67
i'CPA . FY S&90 LNT
1 L13
tz"
22
134
1.69
LACUNA BEACH WA7U DGMUCT
89X?A2
70—N6Al
1.212j"
5,Was
93s227
LA W UBRARY
7,925,13873
01xw. 4A2
107AS2.96
733,944#9
BZ9,08S.06
NEWIVRTBEACH LIBRARY
34 WJ7
27,0.'.5.32
465.98
327520
3,W3.37
vkC. C EMEYERY
6NIACLU
4,986,351.ao
66,4CM
60044.76
663.3b1.91
f,XCFIXEDC;ULDEWAYAGENCY
4MM
37476
6.46
4SA5
49AS
(XC. MARINE 067rrVTE
2,007.66
MOM
b43
19436
21117
UPTLMA LV ORAN CE ODUNTY
LA0417NAO
79Q200.42
13.62136
"A4tl9
1051114M
CIRAWCE CXX;NiY EMPLOYEE
RETIREMENTSYSTEM
13LMI 1671
103A31,t3L%
1,7UA4041
12369,26&W
13=31. 4.44
PLAC'EN IA.LMRARY
S951SIa90
04.4 0.to
7,938.62
SS,N936
6t2i2.E2
1 x3ffiM0t?it C10*WVNiTY SE1ZVKX
73d.tS6]4
S7Lt =
9ASSA6
033t73
76"9AZ
UNAUVMD 4ob ject to rural Me Mc*ioe(s)
Eslr46M 2 fte 4 if 6
pewim - 1r.V.. 5.10 a 19 PM
EXIQBfIZ-prrtiwlNw3elrrelha[l+Vrscq na
7 EXHIBIT' 2
Cash
Total
'
Distributions
Withheld
Settlement
Total
Revised Book
th"ugh
Proceeds
Secured
Repayment
Participant.Name
B,aIAMO
IZ14495 3
s
as of i?flW
0.1<im4
CIAim 5
%4NTA ANA RIVER FUN IV
173.164.06
59.11115
1.019.11
-169.58
7AO-24
I RoTErntIN AGENCY
%bANTIA(x I LIPRARY SYSTEM
1.512_4
1.42528
24.37
Mr
1!{'739
%ILIA INVESTMENTS
1217A14.40
937.110.69
16-WA4
116)Otl,S.73
127J17.13
tiILVERADI) MOMKA PARK
239.0 a.%
13841.63
32413E
22l10171
25411.06
v +UTHEAST REGIONAL
7.430146.97
5. K183.69
101A13J9
71OA46.91
779.40149
RECLAMA11ON AUTHORITY
tii )UTHERN CALIFORNIA
914,921.95
719,$3263
12,404.93
17,a0.46
95713.93
(tIA.STAL WATER RESEARCH
SURISIDE Ci)LSTURM WM MIT.
238.991.43
187."Ln
3.240.36
•22,7%36
25J00I.92
THREE ARCH BAY COMMUNITY
120.440.02
94.719A4
IA31"
11A9825
125"975
CERVICE
VEM)R CUNTROL DtSTRKT
2206.534.66
1,735.326.24
29,917A9
210.473"
' IVA37.21
VOLUNTEER CENTER OF O.C. WEST 37A92',i3
29Aa97
511.06
3,59533
3.943.1a
ToesljorOTMVtS:
SI79,907.T7 M
S14IA4CMI$
S2.439r0.73
317.140-625.SS
$19=92937
CAPSTRANO BEACH SANITARY
IdIVU 3.S.S
IAMA".92
24.=92
IM974A 1
1p,S1630
C ISTA MESA SANITARY UST ICT
2910.i6M
2.288fi33.40
39,46CtfO
27 AM34
3DC*6A4
DANA rMTSANI TARY DtSTR1CT
314
35M
A3
3.04
333
CARDEN GROVE SANITARY
SA77,wn
4J06,C06d7
74XI71
S2Z..Sllis
573A&527
DISTRICT .
MIDWAY CITY SANITARY D5 RICT
•6,119,7"
U10.2E1A7
f1S-42.b4
3437M.44
640.216M
u.C.SAMTATION DISTRICT
463,197A46SS
364.336"56
6,221399JA
44.182.40539
48,457=92
SA XJ TH LACUNA SANITARY
11171305
9,215 S6
IMM
1.11773
1125.E
i>�TR1tT
,
SUMETAEACHSANITARY
SK9522S
633.Of729
iM-9t
76.M92
MX9.33 .
DISTRICT
T&4ff-SANITMON:
S44i01,314AMM
&V7.795AS7.71
S6A36=47
S43AM140.I4
S302U X91
Fl)OTHILL EASTERN TCA
13A ASS36
1G."I.11137
10 "Ln
1264.736.s3
L409A .23
.,AN JOAQWN HMU TCA
315,M977.13
= 72-""
4A4SAWA3
20778-9l3IS
33.006.12e fl7
rad4 inTC:A:
S3ZL97 AaO
S3a1sw%466M
UJ29.If96.13
SZ LaU-V=
M41506424
AL150 WATER MAMACMAEM
13,415•930.48
IOAWJN4.49
16UM39
1.2MAV11
1,403.4"
A{: NCY
B of A • MOULTON NIGH WATER
39.S14.16021
11MG.M34
SK%146
%44Z.74SM
4,LW46M
Dtsm T
CAMST PANO BEACH (7LX TY
Z-VO l39.97
1 i%VftM
32.M4S
2XW7A2
24719wr
WATER DEMCT
CAPSTRANU VALLEY WATER
DISTRICT
IM0.124.49
I-W.11636
2669003
10"39
20 IMI
C'0ASTALMLR4K4ALWATM
767.216.12
8411-V443
tGAO=
73.MAS
Mat"
LINAL7V= -5 m6 0 c t9 F hbJ M@dM csdwWA
! 2 hr S of 6
haled: 12/'.i-10.4919 PM
EX a#M-Or&wANwaSdMWP#dlr
*VwM
EXHIBIT 2
1 Q? •
Participant \Tame
IRVINE RAN04 WATER ntS-MJCT
L9%A1AMIT N CtXJNTYWATER
PhTRK T
Mt1morAl. WATER
( I.C. WATER E)STRI(?
';,ANTA MARGARITA WATER
1KSTRKT
tit V JT14 cmA.9T WATER DESTWCT
TR1dTTIESWATER VF RKT
T&W f ire WATElt :
Cash Total
Mttibutioes Withheld Settlement Total
Revised Book tkr ugh Proceeds . Secured Repayment -
Balactce t IV2W" as of 1?j2tM CUime Claim s
309,26IMS.15 243.216-%4.91 4.193.115AI 29A".IStM 32.323220d1
21VJOY3 t71.216.76 Z93132 2026t.,49 ZZ"Sb6
4AMM36 3AV.449.67 62.S3a.18 439"4.90 4CM1.31
118.972AM.76 93"010.64 1r613,06.S.77 11"2UI4 12.444 "31
11.611909.19 • 9.131,341AS 157An9Q 1,107309.90 1.21M.93
9.O BA63.97
7,O64J87M
VZ14163
S".297J11 412ri76.22
2.516.576.41
L9M.140.22
34.120.91
240AMM 263.269.92
S314,2"A24.04
SO4.7DA74.44
$7"4,004.42
S4lI.7XWA2 SS3,796W76
T.ed t f br C"bw A MOO-Coudy
p'ef Aartk"Ws: S3,675339A9Sx1 S1914A,S0.42136 SSLI74AQW 5325,1Li1`lli �4 S3>l4,lZ?,315?9
in Revtsrd Soon E+la v inkiudes the tnvesu rent Ralson a of 12/6/94, tht book valve of the Reallocated latenet and dw
book value of the bvterwt 7/1-12/6/94.
M Cash DwA mtkm tlumgh 12/20/93 Indudw Wat, Dtret&ntlaeu t jc o 5/ 1S/9S, Cash Dewbrtim an 5/19/93.
and Reco%ety Now Proceed.. Cash Dturbutiorr in the arAmm of S11AK11"M w m pad on d we pubdpaate' bulmd oo
the Pravwko W Fells Rewv-*v punuant to the Coaprataerrive Settlesnant AgreewmmL
pl Wulbeld rroceeda ae of 121201" t a pm rota PMOM COW W Net WK141 dd Peviceeds as presented fa Erbbk 10.
(4) Total Settlement Secured Clsim to d p emnud in"Total Seakownt Securod Odm coiunn Gva+ L& b t 2 io the
t-ow4KvhemveSettlewwm Agmu rw. w aewr8ed.
(3) rota! "ywA •t G&A i as pr owmd in the Total "ywdm C Wm c lum Goan Ealsbk 2 to the Ccwpethen dve
Settlevwnt Apeerwo. as amem"
UNA(JDITED 4blect to final Mo dlAcstWOW Exh" 2 Pep 6 df e
PrrXrnf . 1.'1:m -1C4t..1! PM sq�fp
EXMBIT 2
-103-
County of Orange
PIan of Adjustment
Exhibit 3 - County -Administered Accounts
N%v nY: E.ltibtt 3 to Coo+prelwnsitiY 4ttleenent ABeermrr+t, ai aa►endeall
Fund Fund Revked Book Net Cask' s
Number Name Balancer Value M(kiency
too
C XXINTY CXNERA L
26A kV46.04
21,Sn1,x37.79
7.165,31015
1004)00
VIXJN Y FUND PLWM)N - TEETER PLAN
"",447A0
3S.M7,132.24
18.3162%JO
W r E REPAYMENT
101
OVERA(Z FUND
12A76.19
9A60.14
3.216.05
102
(%)UNTY BOND [NTERPSTh REDEMPTKM
S1A35.13
39 zu 22
IV4d_91
t04
C UMINAl. SC1Si1 E f At tL MES•ACO
IAS1.300.53
1PBA 3.16
362.W37
105
CIK.'RTH-XSE TEMPORARY CONST
2.227322w
Lai 460 63
S56."2.21
10511
WURTHOUSE TEMPORARY C L*M
2A0
I A 4
i6
106
rLXIN1Y TMV ANI "EWPORT BAY
1.a3CA39.00
1373. N34
437.=46
107
Rki nTANC'E PROCESSING EQUWMENT
RFPLAC00CWT
1288AS79S
966,%SA2
321.91433
106
CIKUNTYTWElANRSDANA PO"r
I,SSSSALN
L16702u.49
3M.99203
109
Ccn3NTY AUTOMATED FDX;ERPRNr ID
23SA74.17
176MO.49
S6,663.W
1101
LANTERN BAY PARK
920.74
690"
229.97
113
SUMDENC AND SAFETY
I0,S01,SS1.33
410SA77Z
ZM 7,d74.10
114
F15H AND GAME PROPAC:ATION
I I L2".00
:lLN6.63
re""
I13
ROAD
64,914,f60.S4
48,696,2SLt$
16212,6"
116
NARCOTIC FORFFQIURE & SEIZURE
2A46.953.40
IMSA 294
311.26L46
117
4)1: HOUSING AUTHOKITYOPERATING
31176"A
3"A4+6.33
L29z%ml
RESERVE
Its
SHERIFF-RJW.
S-MW443
4,769.I"
L3V,?P.17
119
PUBLIC LIBRARY -CAPITAL
3A64366.23
2.299402M
76536336
120
PUBLIC LMRARY
4A35.1$3.21
3.3V."710
1.10726.11
121
FIRE DEPARTUMT
6M
63a9.12331
2A22.V M
122
Mt WK VEtLKUTHEFTTASKFORCE
7LT77W
54LISM
Ilw0.32S.90
123
FIREDQ/UC'f'lCENT-CAPITAL
0312.103,i1
A."I 2IAS
=66W9.21
124
M1C0kG4U IICA 1 NSS 5TEW
13,1M0733
10.30=30
7*SA3!k"
123
ORAiM COUNTY pe TM PARTNER At T
Pm
BM6.31
6L2 IC
20,73441
126
SCACSUBREQONALPLAN DEVELOPMIENT
90A1942
6714mm
2X494-00
IV
allM NAL IWT FACII. TRANS PLAN
I LwA4
4935-36
L961.46
126
SURVEY MONUMFNTPtESERVATION
109AX91
i1,760s7
27.22637
129
uFF HIGHWAY VEHICLE FEES
1A1LI0129
73931316
2S2790.S3
130
C LVJNTY [ROIL!' Of I1*,
306A00.39
231A71"
69000.! 1
131
DUTR1CTATTORNEYS CONSUMER
PROSECUTION
M165A
44Z76LA7
147A04A9
132
SKERffF -SN.P
4376=11
32OL"Ift
1l3 kIlv.25
UNAUCITED 4.bifti M Phul Med9kadagej
ZzWW 3 Hap I of •
bmird : J fAM-10,4126 FM
EXM
EXHIBIT 3
-1Q4-
Fund
Fund
Revised Book
Net CAsh
Number
Name
BalAnce
Value'
Dtficiewy
INA
FIRE VEHI(1E RETLACEMENT
8,162A9202
6.123,4M 36
Ll'IasS6.60
114
t?RAWC.E Ck)UN Y JAIL FUND
660,12SA9
495.247.90
164.j11.79
03
REAL MATE DEVELLVMENT PFtLX;RAM
1730,32737
1,29A,24627
43ZI29.10
1.%
(A IMMUNITY S(X'IALPROCMAM
737r466.17
333.27126
134,194.91
137
PARKING FACILITIES FUND
!A(i4.9lS9!
13KI07D0
450,>M91
I."
%PECIAL LAW E'NRM'EMENT
195.9S1.14
147A0E.9S
48.942.19
13a
CI ";F-C(WT CTnE5 SHRD FORFEITS
65A09.19
49- 7203
16.237.16
140
AIR t.VJAIM UtPRVVEMENT
24L41126
166,3664~3
6Z0410
141
SHERIFFS SUBSTATIONS FEE FROG
79e373.12
3".%7.13
199,407.97
lit
FIRE STATION DEVELUPMENTFEE
1,976ASS.21
1 951.44
571.17&M
143
JAIL CDMMESAMB
VA41 432
690332.4S
224,f911R7
144
INMATE WELFARE FUND
3,lMA".11
XSS3AaV
960.0;17A4
143
SAN JOAQUIN HILL.STRANS CORRIDOR
17.174,M&"
12.R64,311.12
42P30731
146
MAWW13- ER C3 A(INAL JUSTICE FAG
7=934
SA46.94
1te0.6s
1460
MANCHINTERCRWINAL JUSTWEFAC .
9.w
&16
1.81
147
LUMA RW.E/GSA DATA CENTER CON9M
334Ann
253.6"
SC4"M
1494"
FLXTtH[LLC3]t PLAN -COUNTY
634610"A1
4.XIA2120
1,SdUVJ4
1495
FiX)THiLLCRCULATION PHASM PLAN
9536
7622
LT.34
I30
DRAINAGE WRVVEMENT PROGRAM
$136A"M
IAM.141AI
SWOM
131
WM R. MASON PARK t1RVINE OD
60735
435Ji0
131.73
133
LOCALPARICSTRIIST
3,79 IJX
ZU4=A3
946.930.42
134
fl.A.CHWSUPPORT COLLECTION
2019A"A5
136fl22Js.73
519,CV.42
133
WELFARE AID AND ADAt7N6TRATION
5EO7S4.91
43SaR71.3S
14SZ33&
136
RECREATIONAL FACIL DONATIONS
1461,31A2
12JQZ.62
4=910
ISO
MAJOR THOROVGHFARE&RRFEE PROCRAM
2CA36,.>M45
$.I(K443A9
!S4
SCKFAS04MEFAMILY IPA
57=94
�1S-V236036
4.1AOS3S
1431,734
ISA
4X'DASANTA ANA 1(100 5 93 SD ISSUE
406.7n&
3WAStU
101A44A2
13AS
OCDA SANTA ANA H= 93 30 E'iISUE
24,137A%M
197A"637
4.31l0 W."
138
CAOSWGLE FAMILY HOU?SWG
19S15.TT104
14A41371a0
4.i74A01 u
13D
TEEM PLAN TAXAKI NOTE REPAYMENT
66Aniss.S7
49,169.3645.29
14AOZleIl2!<
ISF
TREASURER-TAXCOLLBCIOR FACILITIES
64,169A0
4L141."
16AV-42
I3C
FiOIIS c/cOMM JNM DEVELOPME4T
23ZZ17A1
1743042
SiA17."
ISH
MUNKMALCOVRTAVTOMATION
546Al2.67
409A3"
LUX&Ar
13K
LVAESTONE RECMAL PARK M,IT1G MALNT.
ENDOW -
200A"
Isom"
49,9M.1*9
163
ALTERNATE DISPM RESOLUTION PR
319, =31
23V%J4
79AM47
I (A
"]SIX ADMVq57ItATOR
9, OLW 17
7"7jSA2
2114324.13
163
PUBLIC C UAIRDIAN
7A26AO&96
S-TL61112
IASi.923AI
166
CSA HUMAN RELATIONS COMM>95i0N
26.432A4
19, xts
6Ai01Ah
167
E KTRA HELP RETWICFNT PLAN
L230AM39
9233t7,N
307A 13.40
169
AGRICULTURAL COMM>SiSIOMTIM1
49.15
37.47
1142
171
OCDA LOW hM00ERATE DX:C ME HOUSVW;
2.9352zm
2=1(Mfl
733.1lust
UNAUDM.3mbiad to Fkul Mdllka lsaW
Ella t 3 Pop Z d '
?nRIAi . I:r'3V" • 10027 tM
vja
NO 1
. •105-
Fund
Fund
Revised Book
Net Cash
Number
Name
Balance
Value
Defer
171R
t% DA LOWeMODERATE INCOME HCri1SIM
11459.S IAS
1,194A%.52
2MA77.0
172
(X VA DEBTSERVICI LS.A. HEICK75)
SA"-VM
LIzz.?n 34
072-s421
173
SANTA ANA HW C15 SURPLUS
4,747-V&66
3.S6134634
1,183 722 2
177
MERRED LOAN M OGRAM
$1,20.76
3BA6425
12,4063I
LAO
AMi 7(M2ED LOAN PRcX-.RAM (
79"34
39.94I39
19,955j7S
140
c5A-PUSLICCUARDIANIMD.
n37;wxu
175-"&47
59,913?
143
MAT AUTUMATk)N
12.497e436
1A20A0423
339-"M
1403
1* VAEI ISSUES TRI/5T
8,,07D.a7
6,06S.C3
2.01324
147
HAZARDOUS WASTE CLXLEC nON PRU(ECT
1VOI t2
13.Sm31t
4=t.24
1q8
EMP1.lrfEl+S REITR.=MM17 CL*MM ESCIUM
31,10kU 174
23 738,571.20
7769A"
199
AUDITOR CONT'ROLLDt-TNT. REARM TRUST
63136
4tla.Lt3
- 16M
200
DEFMWCOIPMATk]N WVESTIAENT
4753299.Ct
3366,M49
LIM7.M 2
2005
DEFERRED C>rWSPECIMINVEFTkUMM
78,3QA11.17
64All359
1111
201
TRL&SURERIDAA ESCROW ACOAM
7TiS,013.15
30,969.12
29609.47
202
MMASURiR/SEECANYON VK3KMACODUNT
LAWS& i
1.252D31.12
414,ZJ4
203
TRFASURER/EMA I3C1t0W ACCT
83.4MM
6z6V.L0
20,1U13
204
iREASURER/EMA, ESCROW A=
7VL12136
9%A21.42
197px
20S
TREASURER./E WA - US ARMY ESCROW
$AN72
4267.96426
1A20"A6
ACCOUNT
206
IWMDS1f W RESOLVE
2SA IM9.4S
21A3S,2 1.9R
7AMA".47
207
T RPSUREi; HBP/LB MCROW
19%.UM
1AM2W21
62%VrJA4
206
MR FISCAL LF nOLUED1ARY 94-95
5,114.196:95 -
3.C6 tS7.94
1277-1ftA1
212
PUBLIC SAFETYA[IGMfMAT1ON
63."SAS
47."IAI
15.%4h$
216
TREASURERJODYOTE CANYON LANDFILL
ESC3tOW
796,V231
3VA3111
196,696.>t0
217
T R ASURER/PRI)AA Dot LANDFILL
ESCROW
24"J".64
Lml"
606.97406
213
CO CANYON LANDFU
ESCROW
971240M
7126A24-"
Z423 "O"
224
MG n5CAL WTERI.�Y 9L3.94
7A000S70
S,2SUM"
1744LtX"
230
MR F14CAL VTnWJ4l0tAJtY I992M
"A""
73.t =
24.9"
233
LEGALIZED INDKXNTWDICAL. ASST.
$43JI"
636,130.99
212AL1A
2]S
PROP99FITPII]
3W4A1
40AISM
13,456.06
236
DwS FI5CALV?TZR=tARY 1990.97
773.62
33036
18334
237
DA YI C L W7Eba ARY 1991-97
73.91
33.45
1t46
238
HCA OdERGENCY MMSFRVIC15
2.9r749.92
Z21900.S0
730749.12
239
COUNTY RET11J39DIT HOLDM
(7AW-12)
(SM&I T)
p]xt%
240
HCATUPP
LISUIS. S
,6i.504"
217AIM
20
TRIALCO(JMFUNDIMG
L02S.VMW
771.504.6A
216AN12
264
COUNTY CLERIC WTEIt LEADt7L
S! 90 33M
3S.9343"
tzl%97"
263
LAW ENFORCEMENT/Mill WKSC0h►L
StSTEMS
2kill M64ts
21.34549296
7,077,00M
2%
vcnm/NIITNeqS ASSISTANCE
77120LU
Sn-%74
197 62ti0
UNAUIXTW 4abMR So Xnal Mo&km ea(*
fA bd 3 Pate 3 of 7
EMBIT 3
w 106 w
J
Fund Fund Rewb*d Book Net Cash
Number Name Bawtce ValueDtfkkvcy
274
V . t IF ( •RANGE TAXARU N(M REPAY
S3A.44ti3=45
418.9'7,875.06
i.39.463.99639
27e,
i I.C. TAXABLE WTM REPAYMENT
67.2-V=A0
3,646,931.43
63A0 OMM
2A?
10HNWAYNEAIM)RToPERATk)NS
22,422.6I9.b6
16.E2ZJ33.23
3600,41t6.43
293
1(IHNWAYNEAIRPL)9TDEHTSERVK'E
3034701.70
27767,"IA5
7379,900.03
293E
10HN WAYNE AIRPORT DEFT SERVK E
IO M 27736
4259.133.05
1A31.14Z3l
297
DMGRATED WASTE MANAMMENTWT.
3SX41133
264390.51
I18=J3
299
TELEPIAWE INT RNALSERVICE FUND
3.776.907.91
2.E33,554.94
9430%47.97
290
CCIMMUN1CATX)NS WTERNALSERVICE FUND
193AftI3
145,317.18
4a371i-9S
29I
UNEW.iNS.SERVKXFUND
391x9A4
293,400-59
970M
292
(fill; INDENC HEALTH PLAN ISF
24XNA44.40
18,214,7W4
16AMA60.66
293
WORKERS COMP. ISF
2=371672
15.34030e.26
3.173IAM46
294
PROP A CASUALTY RISK 15F
31,6SA".77
397Sk- 0.43
12.WC2.14734
2"
RETIREE MEDICAL ISF
3.93ZUDM
Z%SAMA0
917,2RSA6
2%
TRANSPORTATION ISF
1L30LI01D9
8,47X455.93
2,>t22.i4SI6
297
REPROGRAPHICS ISF
1,3133A72.63
=.I 1412
332.957.91
298
SELF4NSURED BENEFITS 5F
tA3d377.91
tfi".Il&19
359.2"32
299
WT WASTE MC6fT DEST ENTERPRISE
127,130,114AS
",377.I7ZA2
31752.941A3
2AS
1)PMT10N SANTA ClAUS
13.53M
10.1%"
3X135
2AC
SENIORSANTAS
944M
709AI
235.92
2AD
TEETER PLAN TAXAEL.E NOTE REPAYMENT
3ai5At11.96
X"9,'9l.23
i4SAN 68
2"
ATST9UST
2WA03"
LSMIS346
513,42U7
ZAJ
DA/FAMiLYSUPPORT VCCESSDCFNTiVE1R
L614.3".93
UILI s.66
403214-V
ZAP
FIJ.)W CONTROL DST TAX NOTE REPAY
10046341.91
78339,06431
2607777.60
300
FUND LEVELTRANSAC71ONS
I20,SRSOV37
90,467,S243"
30,116,42Ln
400
FLOOD CON TROL OS M17
sm
463Si.55w
HAM,25tiA9 -
401
FLOOD CONTROL OUT. St!'aAL CAPITAL
220 00
16345
54.95
402
FLOOD CONTROL DIST. 1ONDS 19571 i S
860>41.71
645,456.51
210aS.2D
Am
SANTA ANA RIVER ENVIRONXEN T ENHAN T
299,075]6
19K.367.11
".7"
404
FLOCIO CONTROL DIST LI T.CAMAL
1102L2001S
83A 529.47
28X%67&71
405
HARBOR " PARK CSA 26
39=1" 1
29PLI9271
9;94E,27I30
406
HARBORS BEACHES AND PARKS CSA 3&
337,354.09
418,143 29
13g.2mi0
CAPITAL
411
NDAPP PRO 9M 1992 WUE A
30.9W4
29,18LU
"738
411B
NDAPP PROEM 1"2 SUE A
4.448,227.90
3A40.961AI
I1072"
412
NDAP'C-L,OW/MOD HOLS040199228511EA
12."6.T2
97"-%
3,2_C14
4125
NDA"-IOW/MOQ HKK5 G 1"2195UE A
'OO,S"
4M;wM
90A31 2
413
OCDA-NDA" 19n 51SUE 3
Si 61035
0,9T1.53
14A39.00
4133
C3C'DA - NDAPP, (I"M
1.241,9473i
1A16.%&"
ZMN3J9
414
CXTA-NDAPP 1992 ISSUE a L)W/MCID
HAL151Nc
SI,/>"
4LI76.79
1_VOM
4143
OMA - NDAPP LOWIMOD HOLISM
2r048,1f73.19
1,6TlASM
37LS21.17
425
OCDA. (NF3G49ORHHOO P A D) CDt+15T.
36ZIX97
I%A62Z
654r47214
�w�r i ■ wr w�wwww�wwww�ww� - -
UNAUdt = 41~ 60 Rwd MdNca"Now Eddat 3 Pr je 4 rf 7
Pniltnl . MV.5 • M4920 PS+I EM
EMBTT 3
0 107 -
Fund
Fund
Revised Book
Net Goh
Number
Name
Balawe
Value=
Deficiency
42311
t X vA (NEICMFK *..%KX)D rr.D) LOW A MOD
1AASM4.30
l9Ix&I1
197A0632
He wJ."c:
426
tX DA 1NDAPP) LOW AND MUD DKOM£
12%,745.11
972A61.1S
323ANA6
WXr51NG
427
trZ3A(NDAMDEBT SERVICE
752.93SAS
564^97
t1iBASw
its
tX DA (NDAPr) SURPLUS
10124.11
7- M&M
2.32s.67
t30
cPIAL ASSESSMM DtST. CONST E74
94A6
4336
21.10
431
SPECIAL ASMTTDP OF WORLD DAM
3572929
26XI"
5.924m
432
CA.X Qd LANTERN REASSESSMENT D 94.1 CON
txn.91
L41729
47LW
4328
.
ASKFSSDST 94-10A ROV£M£NT-C,C3L fN
LANTERN
6. nIS
1479M
1214.iS
433
CAXDfNLANTERN RfJSSESSMENTD94-IDS
M161.97
ZEL6"A7
_
7401.10
440
O.0 STREET LKAITU t: ASSESSMENT D6-TRICT
61494.64
4PL49
tAZLI3
40
SAN DlSr 12 W SEWU IDS RF.DEM
21A90.96
1412S.47'
5j"49
4SI
(SA 04 LESURE WORLD
252443.01
LIM=
63064.49
459
NORTH TUSftN LANDSCAPING k LJCN Ti 4C
9091424
MA &"
22AVAS
ASMT DIST.
460
CNA 06 EL TOROJLMI FOREST
41SA2LV
313AI4.96
IOlAOL61
463
CSA . SOUTH LACUNA HALS II
9.177.14
6 AS
2 rOA6
4"
LA MIRADA SERVrE a13
20c"
L"IA7
633.10
475
ctX WTY SERVICE AREA M LA HABRA
17,4UM
L3A Rl.7Q
43"44
• 477
CCKWn SERVICE AREA M EAST YORBA
3 Z M.79
17m*o
5.7N.10
L INDA
.
479
(;SA.SOUTH LAGUNA HILLS 01
2254.02
IA91AM
5a"
456
SER AREA 04 ZONE A (OM
6915"
32Z 517
17,3KO
5%
IRVINECOAST ASSESSMENT DRSTRJCrI&I
b.913ASIR9
31
t=,VM
SW6
MVW£OOAST/ tINTDLSTRICT
47.94442931
471142434m
SSM434
307
LRV[NE COAST Ate' DfffRJ T I&I
27SA622Z
17fr76137
ft7101s
330
AD 921 NlWPORT RMM CONSTRUCTION
IS M2.15
114=10
30"A3
sw
AD92.1 NEWPORTRZI>CE
L737AOAS
14nrm
315.340
331
AD92r1 NEWP'ORTR4=DERTSERVICX
30.7 1.17
IVJGM
61,37w
$3100028
AD92-1 NEWP+ORTRAXI
46 '1"
WAN
IMA37.10
55100058
ADIZANEWPORT-1 IE
661^43
3416w
12LUM
$SIB
AD92-1NEWPORTIVDGEDEFTSERVICE
1SS,0KU
IZ6IS=
2LI46M
m
AD9ZI NEW1Kw IDCEso=8
17.31634
t&141A$
4x5z
5520
AMMEWPORTRIDGESERM 5
3.IN U6M
2"A0w
369,Mgt
6S5
APPOKrOm TAX RPSoURCE
9p9S 40LI3
4A2Sunm
2=733.23
636
TAX IRESERVE FUND
47A7L31SM
3SAIS2kX
1URs7A=%
MA
EDi1CAT10NAL RBmliJlr AUCI4FNT5
110MG LU
14A 3LSVAt
4AXA4&n
6"
UNALLOCATED ROM PUB UTIM TAX
86.67:J6
4LIZL84
14,1SM
6"
SUPTIEMENTALUNA"TAX
4.12s"7=I .
3A"A"
iA m„.0
669
HOMEOWNERS PROP TAX RELM
4anLM36
3ACLS&W
1.1794aft
G"
BUS INV PROP TAX RE m
SoLms"
i.10A"
210 =27
UNALMCT a 4%bo X bs Fto.l M
f�dnblt s l�j+s -
Pnntnl -1:r'L(/!t3 - 20019 PM
IDCHI
WCMBIT 3
•I08-
Fund Fund Revbwd Book Net Cask
Number Name BaUnd Value, De&kncy
673
SE(LIREDUNAPPTAX
1307.907.S7
10.269,11627
3,iI"L.30
075
STATE REDEMPTION
38A41MjM
29.990,31i 1A
OASIA 6.b3
h7h
STATE PLIS7MWEMENT REDwrnc N
6,,932 MAS
S.201,19206
1"IX939
677
STATE REDEMFTK)N TAX
3130
23.63
7.87
673
DELDQUENTTAX SALES
2DIA71M
1S1.I"
30,320.94
W
T'RAl1.Fst WACH L1C FEE
137AM42
11829"1
39,7d2.91
60
UNAPPORTk)NED DfI RiST
6,t3SrIS42t1
5,127,956,46
1=.197.82
6&4
IMPOUNDED TAXES TRUST
31,%4r62435
23,6733t2.1S
?A"1240
685
SC 4OtX BLDG AID
X605M
1.954"
650.79
686
UNAPPORTMNED PARTIAL PAYMENT
I IA499&13
tM434.07
Z907,5N9.06
6!r'
TAX40OLLECTOR REFUND
17A35.72
13,3l0.93
4ASC"
753
SANTA ANA GARDENS SANITARY IK
9291
61214.61
20&96
l9T
AtrOUNISPAYABLE CLEARDIC
S37,iSZ"
418.01624
13916&M
1110
EL TORO REUSE PLANNING AUTHORrTY
1"Atr "
144,>< A7
41ZMX
S25
CIVIC CE TER-GFIN OPERATING
143.25
11122
37AS
$28
OC'CIVIC CENTER PARMM/MAQJT.
4;32471.65
324.43439
104A1726
$30
WESTLO49M G C1"R42 N OPC
01538
LLUM
3711m
ow
CORRECTIOI+IS TRAIMNC FUND
135
1.16
39
861
LM13t CLEAN UP AND D l'ORCUAINT
t=10
73111
2"
1l66
CSA-UMP
4,"Un
3.7I726
L237M
$69
AREA AGENCY ON ACING FY 1990.91
lAl
IA6
3S
S70
ALICLA PARK DEVEI.OPMENI
&% '
6.72
224
V2
FED. DMST'ER ASS5T.
so0,36A.47
60(X61267
I99,95330
S73
BOND ACT OF 1974 (PARKS)
4120
13a3
873
005 WACT 1►DTIC.ATION & DOOM RSP.
4".19
37451
124A&
S76
BLOCK GRANT PROC><AM DKX*d
Ix1A62.t7
953XL94
317A69.at4
877
MOUSING A COW DEVELOPMENT RT
16,32523`
IZW.72
407-51
979
CROWN VALLEY COMMUNM PARK
1129
to
2A2
am
CHILD DEVELOP PROGRAM
45A61AD
30;o&u
1l234A*
a I
AREA AGENCY ON ACM FY 91-92
4&M
35M
I IA6
in
AREA AGEN Y ON ACAtG FY 91-92
Ms"
197=31
66,t2S.9/
*M
TRlA5URER/l9TTlR=/ LEASE
CRAM
736
w
L"
9H101
PRO
tSi 7' 5 C/ MASTER UTASE P XXXAM
17AI2.%3.36
16.Se ".17
3 = 62iA9
94MN
MWOP A/LOMA R1DCE/C0P/77A PR Ftl At L
14.90236
12AN22
4.221A6
9HNB
TUAS/WF"L OMA RlDGE/COP/71A PR F0
69110716
57,221.27
12, "-"
ACD
9HPS
TREAS/BOFA/LOMA RWXICOP/7JC PR FLU
71326,17733
'J.9g4,6UM
1221-q4A3
CON
9"
TREAS/SOFA/LOMA RIDGVCOP/ $0 RSV.
MS43
7AIS31
LS"-72
UNAUDr= 4w" to FhW ModilkMkM (4 F 3 hrb.f
Pmdal: I2lq+9S• It14l.2! PM on
E G TT 3
•109-
Fund
Fend
Revised Book
Net Cash
Number
nc
Name
Bal, @1
Value �
Deficit:"
Toferlf6+rrrrtrAA* .i &mdAeuv.rdA: SZA16.MA41!4 St,7WA63A73M 36279"AOOAS
41) Rtvbed book Ealance indwdes the Invewt m >lalance as of 1216194. the book value o! the ltosUocowd Insof
Ow book value of tht Ineeeest 7/ 1-12/6/94. 6= kftttm prnpsrty taw darbuUom o/S219,104 24M
(2) Net Cash Value includes Interim Dbtrlbrtfowa duough S/ ISI", Cmh DWr6W4ow on 5/19/9S. and FNMA
Prow. For Funds 121.123.124. M 133 and 14%Nat Cash Val%w doer not Include dow hods' pro rat& pottiom of
the FNMA Estro+v.
01 cash Defkiomy b%du&w the In in w w, loss aed a pro rue portion of the met wtthhdd ptocaadr as promd d in
Ewh 4 10. For fwwb 12l IZX 12R, M l33 sued 16i D%Vim y indudn dww hods' pra n to porum of FNMA
Faitow.
UM
UNAUDtTW 4ob} m to MW MedlAcaeiso4Q Emit 3 PW'ff
I*Rfetf . t?fAM -1002! PM S7CHl
EXHIBIT 3
-110-
County of Orange
Plan of Adjustment
Exhibit 4 - County Improvement SeriA Bonds
• 5163.705,OX) County of Orange Limited Obligation Improvement Bonds. Irvine Coast
Assessment District No. U-1, Series A of 1988
• Trust Indenture, dated Dee -ember 1,198E by and between the noway of Orange, Californta
and Ciu-ba.n . N.A. (su�xwJed by State Street Bsnk and Trust Company, N.A.)
SIAM.488.41 County of Orange Limited Obligation Improvement Bonds, bvire Coast
Assessment District No. 88-1,1991 Series A (Remarketing)
• Trust Indenture, dated December 1,198E by and between the County of Orange, Califorriia
and Citibank N.A. (succeeded by State Street Bank and Trust Company, N.A.)
• S1.X%3,968.12 County of Orange Limited Obligation improvement Bonds, bVi a Coast
Assessment District No. W1,1992 Series A (Remarketirg)
• Trust Indenture, dated December 1,1968 by and between the County of Orange. Califorrda
and Citibank, N.A. (succeeded by State Street Bank and Trust Company, N.A.)
• S30.11.1,905.24 County of OrwW Limped Obligation lmprovemeM Bonds, bvirw Coast
Assessment District No. 8&1,1993 Series A Memaittine
• Trust indenture, dated December 1,1983 by and between the County of Orange, California
and Citibank, N.A. (succeeded by State Street Bank and Trust Company, N.A.) .
• $15,420,000 Orange County Limited Obligation Refunding Bonds (Golden Laden),
Reassessment Dbtiid No. 94-1, Series B of 1994
♦ 54-1,30,000 Orange County Limited Obligation Improvement Bonds (Newpoet Ridge),
Assessment District No. 92-1, Series A of 19"
♦ 57,515,000 Ora p Cmq Llanited Obligation+ lmPrOwment Bonds (Nevrpod Ridge),
Assessment District No 921, Seeks B of 1994
UNALit7 M 4vbju1 M F1&d Medif sdoo sl Edm6d 4 PW Z of t
NPtle t - i VWs - 10at32 PM Fxraarr t
EXHIBIT 4
-11I -
County of Orange
Plan of Adjustment
Exhibit 5 - [Form of] County Warrants
STATE OF CAUPDRM A 1
I "G S PECI AL PL AN OF ADI L]STMLN T WARRANT
lWiftaIin 2& Meadu 2ift LBU=d Lk
The Treasurer -Tax Colifttor of Orw%e• Califarnaa (the -County') ww pay Io the RKbeewd OwjW hereof, OR
the ffwtunty date specified above, the principal sun specified above, which twat trprraents ttw AI1ow od Amount d dI
Stegu reed Lund s Allowed Claim sEainst the Coast r mhder the GAhr.Vf$ Plan of Adhustes.ant (t!r -P IMGj ttw Caffftd
[th9ml of C&Itfornla. entered on �1996 (the'(-w4Uw.aeinn Order-). Capitalized terser wed h.rein and rat
otherwise Jefineri !hail have ow sane sw&nin6s ascribed thereto in fire drat~
This Wamnt shah beer khsert st on the unpaid portion of mach principal aei % at the rate epecified above, Prow
the date of nZietrebm hereof until date of parrowht of warn prt tpal mwn is M. Tkis Warwnt b mamas a=aihst Fuel
and the principal of and koereat on this aarram shall be payable f osa dw atmeys in tuck Farad.
Phis Warrant is payable 1n such coin or currtecy of tlw UVArd Ststar of Aatsrks as at The was of peyaw nt is
kiwi trader for the psyment of public and petvate debt. The prbK#W of send tnaesrsst as this Warmat *AN be paid only
upon perm"tatton and mmader hessol at he otfk^s of tdr TrrsMMI7au.Cohl CIW of the Cotmry, IN Seta Am CAVonAL
This Warrant is a rq*wred wartsnt drawn by the Audiwrd:ontrebw of dw County an has Treasurer -Tan
route, of ttw County main and is leered purs"M io Ohapwt % Divistoa 3 of 796 3 of the
Governahent Code of dw State of Gidornia, the Plan and the Confirmation larder aad a Raeolutian N&_ of dw (lased pf
ie, perrira+ of tM county adopted on 196 IF any previ.:ora of ttris Warrant sf►all be haw or eiusaed a be of
WWI. in fact be invalid. lhie=al, or wrehtaeceabk as applied in may t+spaei dWR VA& provision mhall be dsrn+sd "Win"
from the re aktini provisions conialrrd in this warrant and soda Invalidity, Ak dity or mhah[onmdWlty shah root atTect
any edwr provision of eltu Warrant and this Warrant shall be constrwd as Y sodt invalid. Ma al, or a arch ce"
provision has never been contained Mreit. .
Audiwr-Coetroiler of
t horde County. California
ViDOMEMINT OF THE TREASURMTAX COLLSCrOM OF TM COUNTY OF ORAN=CALUMMA
This 1"6 Special Plan of Mpa n eat Warrant erne r4swvow d io hoer uniWAV d ua a(- -., M& 71w
Warrant is not pow for lab of fnstds M immi . The Wanaat +Lail bear b"no an dw unpaid principal sun a("
Warrant. at dw toe and h an dw da►e spectird an the (ace of dw W*nant meta tact pftwVd van is paid In FAL
M VMNM V493tWF. " undemgrod leas set her hanJ a~ of this day of _, IS*
Tees ref -Tax Codloctoe of
t ",os a Cowry, Cddatthia
LIN AUOM 4~ tam llwd Mediiketion(a Eft S hr I e+f I
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E1 Mff 5
-112-
County of Orange
Plan of Adjustment
Exhibit b - Pension Bond Series 1994A Amendment
THIS FIRST SUPPLEMENTAL TRUST AGREEMENT, dated as of _ 1996.
by anal between the COUNTY OF ORANGE, CALIFORNIA (the "Count') and
(the 'Trustee)
WHEREAS, the County and the Trustee have heretofore entered into that crrtain
Trust Agreement, dated as of September 1, 1994 (the 'Original Treat Agreeawne X %r the
purpose of securing the payment of the principal of an Interest and premium. if any on the
County's 5209,S4o,= aggregate pHrtidpal amount of County of Orange, Califoetde, Taxable
Pension Obligation Bonds Series 1994A (the "Series A Bonds") and $110,20M agpegate
prinLipal amount of County of Orange, California Taxable Peresivre Obligation Bonds, Sena
1994 B (the "Series B Bonds" and, together with the Series A Bands, collectively, the 'Bonds"X
and
WHEREAS, on December 6, 1994 the County of Ora IM California (the "County")
commem-ed a case (Cue No. SA 94-22272 M the 'C se ) under OvgAa 9 of the United States
Bankruptcy Code (the "Cate") in the United States Bankruptcy Court for the Central District
of Caldbrrua (the 'Bankruptcy Court"); and
WHEREAS, as a result of the filing of the Can the County is in defsuh of oertain of its
agreements in the Original Trust Agreement and under the Uquidity Support Agreement (as
defined in the Original Trust Agrreeanent) for the Serks B Bands, and
WHEREAS, in order to resolve its outstanding creditor daises, the County hats filed a
Plan of Adjastment (the "Pin of Adjustment') in the Bankruptcy Court: and
WHEREAS, the Plan of Adjustment, among other thir4;6 provides that the obligation
of the Ceunty with respect to the Series A Bonds and the Series B Bonds shall be modified and
amended so as to eliminate any such defaults, and
W M EAS, Section 901 of the Original Trust Agreement provides that the rifts and
obligations of the County and the Owners of each Series of Bonds may be modified or
amended fiom time to time and at any time by a Suppkaental Trust Agreement (as defined in
the Onpul Trust Agreement) which the County and the Trustee may enter Leto with the
written consent of such Boned Owners, and
UMAUD[T$D.iabj.ati to FUW WisdAt kift44 Ldlbd i PW 1 df e
Pnetr,i ]'V." - 14M4 Phi E7Cl Z f6-Poaiw M4AA==A *
EXHIBIT 6
-113 -
WHEREAS, in order to resolve the claims of the bond Owners and to eliminate all
County defaults with respect to Series A Bonds and the Series B Bonds the County has
authorised the execution and delivery of this First Supplemental Trust Agm ment.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL TRUST AGREEMENT
%TTNESSETH, that in consideration of the premises and of the mutual covenants herein
contained and for other valuable consideration the receipt of which is hereby acknowledged,
the County does hereby covenant and agree with the Trustee, for the benefit of the respective
owners from time to time of the Bonds, w follows:
ARTICLE I
DUIN 11 ONS
Section L&L Defin3Haas. (a) Except as otherwise provided in this First
Supplemental Trust Agreement (including the recitals hereto). AU words and terms used herein
shall have the respective meanings ascribed thereto in Article l of the Original Trust
Agreement.
(b) Unless the context otherwise rewires, the following terms shall have the meanings
specified in the First Supplemental Trust Agreement, to be equally spphmble to the singula
mW plural forte of any of the terms herein defined.
"First SapplemwW means this First Supplemental Trust Agreemrert as oriji y
executed or as it may hoar time to time be supplemented. modified or amended by any other
Supplemental Trust Agreement
"Or4onal Trust AgeeemeW means that certain Trust Agreement by and between the
County of Orange, Cd&mla and U.S. Trust Company of California, N.A., as dustn, dated as
of September I, 1994. rutting to the Bonds.
"Trust Agrers+eeW meara the Original Trud Agreement as amended and
supplemented by the First Supplement.
ARTICLE U
WATYER OF DEFAULTS
Section 2AL bEd= gf Defaults. (a) The Trustee, on behdf of the Series A Bond
Owners arm the Series B Bond Owners, hereby waives each and every Evart of Default (ard
each Ind every defimh which, but for the passage of time or the giving of notice, or both,
would become an Event of Default under Suwon 721 of "Original Trost Agr+eenwi t) wVddh
has occurred (whether or not now continuing) sirnY the date of the execution and delivery of
the Original Trust Agreement to and including the date of execution and delivery of this First
Supplement irduding, without limiting the grnerrlity of the kwegoin& any farlum in the do*
and punctual payment of the Purriuse Prkv of any Bonder any bAm to snake a deposit
UNAUDf=4s4Wt» }iw&1 1 13-A r-1 t::iilt i 2
P►inw: liaw • IQ04:15 PM tJCltlttdl �huintd+w$aial!ltM��tr
-124-
requ&ed by Section 5..01 of the Ongu al Trust Agreement and any failure to maintain A
Liquidity Support Agreement for the Series B Bonds.
(b) The provisions of paragraph (a) of this Section 2.01 shall take effect on the date
on which this First Supplement is executed and delivered by the County and the Trustee;
provided, Niwever, that the provisions of paragraph (a) shall not take effect with respect to the
Series B Bond Owners finless a substitute Liquidity Support Agreement conforatina to the
requirements of Section 6.06 of the Original Trust Agreement is in full force and effect as of
such .late.
ARTICLE III
AMENDMENT'S
Section 3.DL Amendment to, Section 2M gf the 2doW Trust �►e:ees t,
Paragraph (b) of Section 2M of the Original Trust Agreement shall be amended by insurer at
the end thereof a new sentence to read as follows: •
'Notwithstanding the foregoing provisions of this paragraph ft Series A Sonds
outstanding and unpaid as of . 1996 shah! bear interest from
at the applicable sate per annual set forth on Exhibit -C' biveto
increased by one quarter of one percent (025%) per annunt.'
Section 3A2 {ems 12 gyp.Est of the 2ddwXad -AmMMI&
Paragraph (a) of Section S21 of the Qrighwl Trust Agreement is hereby amended in its entbvty
to read as follows:
'(a) Not Later than the 256 day of -19% and on or before the 25* day
of each month thereafter, the Coursty shall deposit or cause to be deposited with the Trustee
for the payment of the interest on the Series A Bonds as the same shall become due and
payable an amount such that, if the sum Amount were so deposited on the 25* day of each
succeeding month thereafter and prior to the next htoerest Payment Date for the Series A
Bonds, the sggregate of the amour& so deposited would on such hnterest Payment Date be
equal to interest then payable on the Series A Bonds.
`(b) Not later dwt the 25a day of 1996 and on or be£om tits 25* dry of
each month dwrtaRer, the Comfy shalh deposit or cause to be deposited with the Trusoee for
the payma t of the prb%#al on the Series A Bonds as the same shall became dam and payable
an amount so& that„ if the saaw amourit were so deposited on the 256 day of each suomedmS
mouth dmvn&T a rd price to the mat Principal Payment Date foe the Series A Bonds. the
aggregate of the amounts so deposited would on such Prindpal Payatent Date be equal to
principal there payable on the Series A Bonds.
'(4 Not Lter that the first Business Day of .1996 and on or before the
first $usinm Day of each morwh thereafter until the Fixed Rate Date, the County shall deposit
or cause to be deposited with tote Trwom for the payment of the interest on the Seeks B bonds
as the same shall bea me due and payable an amount such that, if the same amount wen so
UNAUDITED 44jen to find MeittkadwA* E*M s?w 3 rf a
ib+ntrj . !VXM -loot 15 PM E7C}OdITG-Pn WmfowdSwi 1"4AAwi Wmvt
k9owl th� r
-115 -
deposited on the first Business Day of each succeeding month thereafter and prior to the erext
interest Payment Date for the Series B Bonds, the aggregate of the amounts do deposited
would on such Interest Payment Date be equal to interest then payable on the Series B Bonds.
:aktilated at the actual interest rate or rates boars by the Series B Bonds during each
applicable lnterrst Accrual Period.
"(d) Not later than the 25* day of the emonth in which the fixed Rate Date o x-Mrs and
on or before the first Business Day of each month thereafter, the County shad deposit or came
to be deposited with the Trustee for the payment of the interest on the Series B Bands at the
Fixed Rate as the same shall become due and payable an amount such that if the same aenonnnt
were so deposited on the first Business Day of each succeeding month threaR+er and prior to
the next Interest Payment Date for the Series B Bonds, the aggregate of the amounts so
deposited would on such interest Payment Date be equal to interest at the Fixed Rate then
payable on the Series B Bonds.
`(e) Not later than the 25* day of September, 2OD4 anal on or before the 256 day of
each month threafter until the Fixed Rate Date. the County' :hall deposit or cause to be
deposited with the Trustee for the payment of the Mandatory Sinking Amount Payments
(taking into account any optional redemption as provided in Section +4.03 of this Treat
Agr"ment) on the Series B Bondi as the same small become due and payable an amount sash
that, if the saw amount wen so deposited on the 25+ day of each succeeding month
thereafter and prior to the next Man&tory Sinking Amount Payment Data for tree c I - B
Bemis, the aggregate of the amounts so deposited would on such Mandatory Sinking Acooe+:e
Payment Date be equal b Mandatory Sinking Account Payment then due on the Series 9
Bonds.
"(f) Not later than the 25w day of the morA it which the Feted Rate Date occurs on or
before the 256 day of os6 month thereafter, the County shall deposit or Muse to be deposited
with the Trustee for the payment of the prindpal on the Series B Bonds as the saane she$
become due and payable in accordance with the payment berates of the Series B Bonds (upon
mandatory redemption or at aatwity) an amount sorb that, if the am* amount were so
deposited on the 251h day of each racceedietg anonth thereafter a;nd prior to the next Prix -1 -
Payment Date for the Series B Bands, the aggregate of the rnawunts so deposited would on
such Primipal Payment We be equal to principal then payable on the Series B Bonds.'
Section 3A&
Pusgraph (b) of Section 5.02 of the Oeiginal Trust Agreement is busby amended in its entirety
to rad as follows:
"(b) The Trustee shall forthwith transfer the mounts deposited In the Revenue Fund
with tespeet to the 1994 Bonds to the Series A Payment Fund arA the exras B Payment Fwd,
respectivdj, to acavdanae with the following provisions of this paragraph (b):
{) The Tnwtee shall on or prior to each Interest Payment Date for the Series A Bonds
transfer to the Series A Interest Account an amount equal to the interest payable on the Series
A Bonds on such Inta+est Payment Date and shall on or prior to each Principal Payment Date
UNAUDM -Subject to Nwa! Me&ka ran" EzWW i hp 4 9 ra
rani!120 tO-I004:ISPM EXi4ElTi-Paa�eKao�fS.rirsill4llt�sbose
-11�-
for the Series A Bonds transfer to the Series A Principal Account an amount equal to principal
of the Series A Bonds maturing on such Primipal Payment Date.
"(6) Until the Fixed Rate Date, the Trustee shall on or prior to each interest Payment
Date for the Series 8 Bonds transfer to the Series B Interest Account an Amount equal to the
interest payd+ie on the Series 8 Bonds on such Interest Payment Date, cak-ulated at the actual
interest rate or rates borne by the Series B Bonds during each applicable Interest Asvrual
Period. Until the Fixed Rite Date, the Trustee shall on or prior each Iandatory Sinking
Account Payment Date transfer to the Series 8 Principal Account an amount equal to the
Mandatory Sinking Account Payment with respect to the Series B Bonds due on such
Mandatory Sinking Account Payment Date (taking into account any optional redemptions in
actordance with Section 4.03 of the Trust Agreement). From and after the Fixed Rate Date, the
Trustee shill on or prior to each Interest Payment Date transfer to the Series B Wmest
Account an mount equal to the interest payable on the Series S Bonds on such Interest
Payment Date, cak-ulated on the basis of the Fixed Rate, and the Series 8 Principal Account an
amount equal to the fxincir4l payable with respect to the Series B Bonds on such Principal
Payment Date, wheel w by reason of mAndatory redemption or of maturity.
ARTICLE ry
MaSCELLANEOVS
Secdaa poi.
,�{ppj IIl. All of the provisions of _this First Supplement shall be deemed to be • and
construed as part of the Original Trust Agmment and We versa, to the same exbent as if fstlty
set forth verbatim therein and herein and shall be fully enforceable in the marurer provided in
the Original Trust Agreement by any of tN Bordiwtders.
Section M OdgW Trust Aamerasent in hallmeftd b ltemahs Ia F&d_
Em-ept as supplemented by this First Suppkawi*. the Original Trust ASnwment shall mnain
in full force and effect aced the to ms and tvnditions thereof are hereby corfirmed.
Section ELM The First Suppkalent may be executed in several
counterparts, each of which shall be an anprral and all of which shall corstitute but one out
the same huhmm ent.
Seethm 4.OL 92mming LAM ad &a d Edmfm This First Supplement shall
be construed and kderpeebed in acvordamv with the laws of the State and all suits and acuons
arising out of this First &appleownt shaft by uutAuted in a court of competent jurisdxtkm in
said State.
UNAUD=.scull to rod N.dWk&do @) F�rlria r�.s •
r AN I 1 .
. !!7-
IN WITNESS WHEREOF, THE COUNTY OF ORANGE has caused this First
Surplementd Trust Agreement to be signed in its name by the 0.drman of the Hoard of
Supervisors of Orange County, California and its official seal attested by the Cleric of the
Beard of Supervisors, and approved as to form by County CourneL and
in token of its aaceptanre of the trusts created hereunder, bas caused
this Furst Supplemental Trust Agreement to be signed it its corporate name and its official seal
attested by its officers thereunto duly authorized, &U as of the day and year first above written.
[SEALI
Attest:
By:
Cleric of the Board of Supervisors
Approved as to fora n:
County Counsel
COUNTY OF ORANGE
By
Chaim4n of the Board of Supervisors
as Tr mace
I,
Aathorized Of m
UNAUMED-hijed Is usual ModVkadon" = S sry 6 sj e
I-rmtn! 1ii il9S -1 Gi 1• tM EXi!UB[r$-Panim$wdS.isittgkAmOWWnmt
E)aMIT6
-118-
County of Orange
Plan of Adjustment
Exhibit 7 - Pension Bond Series 1994B Amendment
THIS FIRST SUPPLEMENTAL TRUST AGREEMENT, dated as of . 1996.
by and between the COUNTY OF ORANGE CALIFORNIA (the "County") and
(the -Trustee).
WHEREAS, the County and the Trustee have heretofore entered into that certain
Trust Agreement, dated as of September 1, 1994 (the 'Original Trust Agreement !'for the
PyrP°se of securing the payment of the principal of an interest and premium, if any on the
County's 5209,aW,000 aggregate principal amoumt of County of Orange, California Taxable
Pension Obligation bards, Series 1994A (the "Series A BanW) and S110,2 UW aggregate
principal amount of County of Orange, California Taxable Pension Obligation Bosda, Series
19948 (the "Series B Bands" and. togetkw with the Series A BOCA$, ao>lectivety, the "BwOWd
and
WHEREAS, on December 4 1994 the County of Orangr, Cahfornia (the 'County")
roau nenced a use (Case No. SA 94-2227221K the "Case") under Chapter 9 of the United States
Bankruptcy Code (the "Code') in the United States Bankruptcy Court for the Central District
of Californk (the "Bankruptcy Cme); and
WMEAS, as a result of the filing of the Case the County to in default of certain of its
agreements in the Ori&W Trust Agreement and tender the LJquidity Support Agreement (as
defned in the Original Trust Agmw tent) For the Series 8 Bondw; and
WHEREAS, in order to resolve its cmtsianding creditor aaims, the Couutty has hkd a
Plan of Adjustment (the "Plan of Ad ) in the Samkruptcy Court; and
SFAS, the Plan of Ad f ustatent, among other thinV6 provides that Ow obligation
of the County with naiad to the Series A Bands and the Serka B &wads shall be modified and
amerxied so us to ehominate any such defaults: a Q
WIMEAS. Section 9.01 of the Original Trust AVwuwm* provides that the rights and
obligabor of the Comtty and the Ownrra of #,kh Seeks of Bonds may be moddied or
amended !rout tints to tunas and at any time by a Supplemental TruA Agreeinm* (era defined in
the Original Trust AgeeauntJ which the County and the Tnatee may enter Into with the
written consent of mKb Bond Owners; arnd
�"r w iwirr�r�w"www�
UNAUDITED 46b)m to Mat Mee katlaaW Fddd 7 Pqf 1 y •
F4mrad: l2RWga - IM:21 PM QUdafl7-Faar�aaDaw�S++sg�r
EMBTT 7
WHEREAS, in order to resolve the claims of the Bond Owners and to eliatirute all
County defaults with respect to Series A Bonds and the Series B Bonds, the County bAs
authorized the execution and delivery of this First Supplemental Trust Agreement.
NOW, THEREFORE. TMS FIRST SUPPLEMENTAL TRUST AGREEMENT
WITNESSE L that in consideration of the premises and of the mutual covenants herein
%•ontained and for other valuable consideration the m-eipt of which is hereby acknowledged,
the County does hereby e-ovenant and agree with the Trustee, for the ber+efit of the respective
owners from time to tune of the Bonds, as follows:
ARTICLE I
DE INIIIONS
Sectiaa 1.0L Defers. (a) Except as otherwise provided in this First
Supplemental Trost Agreement (including the recitals heretoall words and tercets used herein
shall have the rr's w-uve meanings ax=bed thereto in Artick I of the Original Trust
Agreement.
(b) Unless the context otherwise requires, the following terms small have the mtanings
sMified in the First Suppkmental Trust Agreement, to be equally applicable to the singular
and plural forms of any of the terms herein defined.
'First Su"IrmeW means this First Supplemental Trust Agreement, as originally
executed or as it may hom time to time be supplemented, modified or amended by any other
Supplemental Trust Agreement,. .
`Orighsal Trust AgreemeW means that certain Trust Agreement by and between the
County of Orange, California and US. Trust Company of California, N.A. , as trustee, dated as
of September 1,19K relating to the Bonds.
'Trust Agreement' means the • Original Trust Agreement, as amended and
supplemented by the First Supplement.
ARTICLE U
WAIM OF DEFAULTS
Section 2AL b[After of Defa (a) The Trustee, on behalf of the Series A Bond
Owners and the Series B Bond Owners, hereby waives each and every Event of Default (and
each and every default which, but for the passage of time or the giving of notim or both
would become an Event of Default under Section 7.(1 of the Original Trent Agreement) which
has occurred (whether or not now continuing) since the date of the execution and delivery of
the Original Trust Agreement to and inducting the date of execution and delivery of this First
Supplement. including, without limiting the generality of the foregoing, any failure in the due
and punctual payment of the Purchase Prkv of any Bonds„ any failure to make a deposit
M AUD= 4ub)W 1e Fkm I I►Realf adew(e) raWW? P@V 2 d a
Pnntnf : TZ2W9S - MOCL' PM EXli SM-PaSM300(sa+sillKdAa it
-120 -
required by Section 5.,01 of the Original Trust Agreement and any failure to main4in a
Liquidity Support Agreement for the Series B Bonds.
(1,) The provisions of paragraph (a) of this Section 2.01 shall trice effect on the date
tin which this First Supplement is executed and delivered by the County and the Trustee;
provided, however, that the provisions of paragraph (a) shall not take effect with respect to the
Series B Bond Owners unless a substitute Liquidity Support Agreement conforming to the
requirements of Section 6.06 of the Original Trust Agreement is in full force and effect as of
such date.
ARTICLE III
Section 3.01. &mendmvd 12 5sdfa ZM of tht OrisM Trustt.
Paragraph (b) of Section 2.01 of the Origins! Trust Agreement sW be amended by irtisapng at
the end thereof a new sentence to read as folbws:
"NotwithsUr ling the foregoing provisions of this paragraph (b), Series A Bonds
ouWanding and unpaid as of 1996 shall bear interest from
at the applicable rate per annnmt set forth on ExFAWt 'mC" hemio
irkw,ned by one quarter of one percent (OM %) per annturi "
Section 3AM Amadot f i4.-Sedks SAi of - *e OdgkW Trust Agreement.
Paragraph (a) of Section U l of the Original Trost Agreement is hereby amended in its entity
to read as follows:
-(a) Not law than the 25* day of _ -- - -1996 and on or before the 256 day
of each month thereafter, the County shah! deposit or muse to be deposited with the Trustee
for the payment of the interest on the Series A Bonds as the same shall become due and
payable as amount such tlat, if the saute &vwurrt were so deposited on the 25++ day of each
succeeding month thereafter and prior to the ntxt Interest Payment Date for the Series A
Bonds, the aggregate, of the amounts so deposited would on such interest Payment Date be
equal to interest then payable on tit Series A Bonds.
`(b) Not later than the 256 day of -1996 and on or before the 256 day of
each month thereafter, the County shall deposit or cause to be deposited with the Trustee for
the payment of the prfntfpal an the Series A Bonds as the same shall become due and payable
an amount such that, if the same anu ant were so deposited on the 25+h day of each succeeding
month d esPoer and prior to that react Pemcipal Payment ate for the Series A Bonds, the
aggregate of the amounts so deposited would on such Principal Payment Date be equal to
principal than payable on the Series A Bonds.
"'(c) Not later than the first Business Day of -1996 and on or before the
first Bustrresa Day of tech month dwreaiter until the Fixed Rate Date, the County shall deposit
or cause to be deposited with the Trustee for the payment of the interest on the Series B Bonds
as the same shall became due and payable an amount such that, if the same amount were so
LINAMM 4object No PdW M•+ O F�d�r 7 her 1.if
Printed: lZMS• 10.002 PM DCHIt�l17-Pes.oaDear<Seri�I�
14�4GI ff.v—*A
-121-
deposited on the first Business Day of each succeeding month thereafter and prior to the next
Interest Payment Date for the Series B Bonds, the aggregate of the Amounts do deposited
would on such Interest Payment Date be equal to interest then payable on the Series B Bonds,
calculated at the actual interest rate or rates borne by the Series B Bonds during each
arrh able Interest A.a-tual Perukt.
"(d) Not later than the 25th day of the month in which the Fixed Rate Date occurs and
on or before the first Businm Day of each month thereafter, the County shall deposit or cause
to be deposited with the Trustee for the payment of the interest an Lhe Series B Bonds at the
Fixed Rate as the same shall become due and payable an amount such that, if the same amount
were so deposited on the first Business Day of each succeeding month thereafter and prior to
the next Interest Payment Date for the Series B Bonds the aggregate of the amounts to
deposited would on such Interest Payment Date be equal to interest at the Fixed Rate then
payable on the Series B Bonds.
"(e) Not later than the 250* day of September, 2004 and on or before the 25h day of
each month thereafter until the Fixed Rate Date, the County shall deposit or cause to be
deposited with the Trustee for the payment of the Maadamey Sinking Account Payments
(taming into account my optional redemptions as provided in .Section 4M of dds Trust
Agreement) on the Series B Bonds as the same shall become due and payable an amount such
that, if the same amount were so deposited on the 25* day of each succeeding month
thererfter and prior to the next Wndatory -%JLh g Account Payment Date for the Series B
Bonds, the aggregate of the amounts so deposited would on such Mandatory Sinking Account
Payment Date be equal to Mandatory Sinking Account Payment then due on the Series B
Bonds.
"(f) Not Later than the 25e+ day of the month in which the Fixed Rate Date occurs on or
before the 25a day of each trionth thereafter, the County shall deposit or cause to be deposited
with the Trustee for the payment of the principal on the Series B Bonds as the same shall
become due and payable in accordance with the payment terms of the Series B Bonds (upon
mandatory redemption or at maturity) an amount such that, if the same amount were so
deposited on the 250, day of euhe succeeding month thmwifter and prior to the new P*idpd
Payment Date for the Series B Bonds, the aggregate of the amounts so deposited would on
such Prirkipal Payment Date be equal to principal then payable on the Series B Bonds.'
Section 3A3.
Paragraph (b) of Section 5.02 of the Orfgirsai Trust Agreement is hereby amended in its er rrety
to read as follows:
'(b) The Trustee shall forthwith transfer the amounts deposited in the Revenue Fund
with respect to the 1994 Bonds to the Series A Payment Fund and the Series B Payment Fund,
respectively, in as vrdance with the 1613owing provraorrs of this Paragraph (b):
'(i) The Trustee small on or prior to err h Interest Payment Date for the Series A Bonds
transfer to the Series A interest Account an 4wdount equal to the interest payable on the Series
A Bonds on such Interest Payment Date and .hall cm or prior to each Principal Payment Date
UNtAVDM D -Swbpa to }Mat MoWka **) iaa>br 7 hp 4 of a
P►mtnt 1'1."5-1a04.2 PM F3Ci{!dl17-Meaiwisw.lS�:ee1!!1
4! l
.122.
for the Series A Bonds transfer to the Series A Principal Account an amount equal to principal
of the Series A Bonds maturing on such Primipol Payment Date.
"(ii) Until the Fixed Rate Date, the Trustee shall on or prior to each Interest Paymhent
Date for the Series B Bonds transfer to the Series B Interest Account an amount equal to the
intemm payable on the Series B Bonds on such Interest Payment Date, calculated at the actual
interest rate or rates borne by the Series B Bonds during each applicable Interest Aruval
Period. Until the Fixed Rate Date, the Trustee shall on or prior each Mandatory Sinking
Account Payment Date transfer to the Series B Priniipal Amount an amount equal to the
Mandatory Sinking Account Payment with respect to the Series B Bonds due on such
Mandatory Sinking Account Payment Date (taking into account any optional redemptions in
accordance with Section 4.03 of the Trust Agreement). From and after the Fixed Rate Date, the
Trustee small on or prior to each Interest Payment Date trnnshr to the Series B Interest
Account an amount equal to the interest payable on the Series 8 Bonds on such Interest
Payment Date, takvlated on the basis of the Fixed Rate, and the Series B Phndpal Amount an
amount equ d to the principal payable with respect to the Series B Bonds on such Prindpal
Payment Date, whether by reason of mandatory redemption or of maturity.
ARTICLE IV
bUSCELIANEOUS
Section &M TroM, Aa mig COnitlrtd 20 Orilfaal � Proy►idew o 1�II7i
Supplemher:t. All of the • peovisions of this. First Suppiemhert shall bit deemed to be and
construed as part of the Original Trust Agreement and %-" versa; to the same txtent as if fWly
set forth verbatim dwrein and berth and dull be fully enforceable in the manner provided in
the Original Trust Agreement by any of the Bondholders.
section.
Except as suppkmented by this First Suppkmert, the Original Truat Agreement shall remain
in full force and effect and the terns arxi Condition thereof are #Hereby aorirmed.
Section 4 M C2221cmad1j. Tl+e First Supplement may be executed in several
counterparts, ea& of which shill be an onVrwd and all of which shall cmatitute but one and
the same insiruasert.
Section LK 92xtwkX jami a of EnfmemenL This First Supplement shall
be construed and interpreted in accordance with the laws of the State and all suits and actions
&rissing out of this First Supplement shall be instituted in a court of competent jurisdiction in
said State.
UNAUD1= 4obj«e to Flog Meditat"J) LOW 7 h=r S y •
Nome,: ZJ:"W-10.04:22 PM EXMS T7-rOs 5wrtSais2lf &4nM&ffW
123
IN WITNESS WHEREOF, THE COUNTY OF ORANGE has caused this First
Supplemental Trust Agreement to be signed in its name by the Chairman of the Board of
Supervisors of Orange County, California and its official seal attested by the Cleric of the
Board of Supervisors, and approved as to form by County Counsel, and
in token of its aco eptwv a of the trusts crated hereunder, has caused
this First Supplemental Trust Agreement to be signed it its corporate name and its official seat
attested by its offkers thereunto duly authorized, call as of the day and year first above written.
(5EAL1
Attest:
By:
Clerk of the Board of Supervisors
Approved as to form:
County Couroel
COUNTY OF ORANGE
By
Chairman of the Board of Supervisors
as Trustee
By � •.
AuLhoeiz*d Officer
VNAUVnW 4ab)MR w Fat MedftademW Ezh" 7late i.(+
P►nud:IWXM- Man PM MOM- P dwrfSwisIMLAMeAMW
E GUBTT 7
-124-
County of Orange
Plan of Adjustment
Exhibit S - Schedule I County -Administered Accounts
Fund / Fund / Asetacy
Agency Name Deficiency
lit
Dowl ArAmry F&aWr Support
319.430.92
164
Public Adu4mmWator
LUS,324.13
163
Public Cuardian
IAU.923.94
11.7
Extra Ndp Rxtirem "t Plan
307ri 13.90
M
CSA - Pubtic Guardian IMD
39139I -V
200
Deferred CoOPenaatton
733A"IS
2tXtS
Deterred Compmastion
3 "I.Si lm
264
Superwr Cant Iruaerpieader/Evwwm Doatiab Mamrs
1Z96aa30.3S
266
VA VkWWihwr
192J2260
293
Wakens Coingmmum !SF
51173A0d_46
296
Soil Wueed IwA ib ISF
359.23912
2AI
VA JamilySrpp ut Enna Uwewv* TR
403,21Cr
310
Marwta - North
IIi?83-m
312
Marshall - wow
60,bVA
313
Marshall - Har4oe
142.363`9S
313
mar".
IISA 639
317
War wll-Cstaaal
107,17033
365
Pubtk A for/PwMk Cwtrdlart Trot
17 961.69
370
Matswll-S"CidC0[lWUWA
19f366.95
300
North OC IrI-W -If .t court
66aASl 36
361
WIN OC Mmubipal Collet
457,V4.31
362
harbor MW&Ipal court
472-54.22
383
South Oc Mwwip d Collet
)W.31200
364
Cantral OC mmudpal Caotet
U"36.30
9HK
Master L m"
1,s9
"i"
Marten Lars
3,Z U24.09
n/s
Fed"W A Stall Agwy Advw" hrtknare)
12=A00.00
rAA S tdoebme
- A1lewed 25% Cohn
III
0-94lns wd5+► Ny
3-"6.10
Its
Rod
$4472.60
280
IUrpaet Op+rrtl M
166)W.66
302
Ti MWW-G- MM"Tax
74A44.73
327, 329
su S"vtcs
313=9=
331
A1r m '
25.7M.62
336
Ebctkirm - MA
43 440.12
343
GO& a( due S-par101 CWArt
124t,74074
367
R4W Properly Servkw - GSA
46A73.62
TiW So4ririe I CAA Duq%low . SSOAM6AIL31
UNAUDf'1W 46bjat w FWJ MadUkodam" esot s Prsr 74 1
Pmtet • 121:Q143.10 OW PM Dm617U-sdtnbelrlt; t4
EXHIBIT 8
-125-
County of Orange
Plan of Adjustment
Exhibit 9 - Schedule 2 County -Administered Accounts
Fund Fond
Number Name
IM
County General
198
Employees Retirement Contrib Escrow
200
Defen-ed Compensation Investment
2005
Deferred Comp Specific Investments
202
Treasurer/See Canyon Escrow Account
216
Treasurer/Coyote Canyon Landfill Escrow
217
Treasurer/Prima Deschech L.andfiD Escrow
218
Treasurer/5anU&8o Canyon Landfill Escrow
294
Prop. & Casualty Risk ISF
299
Lnt Wote Mgmt Debt Enterprise
If =-
6,776.53495
7".OdT.91
453,542.27
7,838,241.12
3%198.71
188.099.81
574,024.87
2 2KI7437
12ZV62.23
30,029Z2S9
Total Schedsctr 2 CAA loss : $68,097,919.03
VNAWl W 4ubjw to Fh%1 Modgk0 *0) Fzk" ! Pw I if I
P►mted: MW5- I0040 PM EXHIdl $d.a rltlt4
EXHIBIT 9
-126-
County of Orange
Plan of Adjustment
Exhibit 10 - Schedule of Withheld Proceeds
Withheld
_ Psoceedo
Brake;/Dealer as of 1?,/IWN
Bank of America
125,0MM
Cantor FitzgeraId
741,351M
Donaldson, LuMn do Jenrette
SS7.42756'
CS First Boston
57.692,OUS
Kidder Peabody
1214,12539
Nomura Securities
4,44Z%3.19
Barque Pardw / Panbas Capital Markets
101S900.19
Sanwa Bank
UMA M
Smith Gamey, lrc
24,06iA0 M
TOW of Widdseld Pmcrcds Dwfivae BrAgn :
102,449,162.82
• Coatr1ef :
(1.457,49M) .
Net wid *t 1 Pr+aa th Dw fr m Brokers:
5100,991,663.92
UNAUDfTSD lob to Fhhd Modnc4 *wW EAM IO Tian I a/ I
Pnotte+d : IZ2M-10'041 PM Xi6tt1T7"M0Add M1 "S)
EXHIBIT 10
. 1 2% .
County of Orange
Plan of Adjustment
Exhibit 11- Rejected Executory Contracts and Unexpired Leases
CA#k User
Address
If any/all of the obligations set forth below have been rejected prior to the
Confirmation Date, such rejected obligations shall be deemed excluded
from this Exhibit.
171.%-1
SSA/West District
9191 Westminster, Westminster
121.1-56
SSA/Children Services
1419 Braden Ct, Orange
' 1213a9
SSA/Metro
2060 Sans Cruz Anaheim -
121343
SSA/North Disbic-t
1190 N. Anaheim, Anaheim
1211-91
SSA/Fin. Aid
3095 RedhilL Costa Mesa
1222-22
HCA/Maternal Child
6462 Industry Wy, Westmirds
1229-24
CAO/Risk Mgmt
60D W. Santa Ara, 0400, Santa Ana
12?4-9
A/C Internal Audit
405 W. Fifth St, #211, Santa Ara
12216-10
A/C Medical CaBect
405 W. Fifth St, #31z Sane Ara
1234-20
EMA/Prado
710 Rimpau, Corona
• 12M-29
EMA/Intake-Fraud
120D N. Main St,1i525 Sar" Ara
12?4-35
EMA/IgIaia Storage
20%1 Camda Rd. 8 Toro
1239.24
GSA/Comae. Data
Process
SM Civic Center, Third Floor, Sana Ana
1239-28
- GSA/Data Systaass
600 W. Santa Ana, First Floor, Santa Ara
1241-43
EMA/HCD
1200 N. Main St. 0600, Santa Ara
1254-31
HCA/North Sodariz.tson
125 E UH Road. 'Anaheim
12544M
HCA/Mental Health
3115 R*dha Costa Mesa
125"1
HCA/C hUren Youth
Services
765 City Drive, Oratege
1259-1
DA/Famdy Support
S01 Civic Center, 2nd Floor, Santa Ara
1261.2
Prob/South County
32118 Paseo Adelanto. Sian Juan Cap.
12644
EMA/HBP
20062 Laguna Canyon Road, Lagers Beach
UNAUWW abject to FI#W M .i Eziubd II toss I of!
Pnntel: IMAM-1041t2 PM TI i
EXHIBIT 11
-128 -
County of Orange
Plan of Adjustment
Exhibit 12 - Investment Guidelines for Litigation Fund
1. UNITED STATES TREASURY SECURITIES
United States Treasury bills, notes, bonds, or certificates of indebtedms, for which the full firth
and tTedit of the United States ire pledged for the payment of princod and interest.
Z. UNITED STATES GOVERNMENT AGENCIES
Obligations issued or guamnteed by agencies of the United Stites GovemmenL
3. COMMERCIAL PAPER
Ccuunen-W paper of 'prime' quality of the highest ranking or of the Idglwa letter and numerical
rating (A-1 / P-1 or better) as provided for by Moody's Investors Service, Inc. or Standard and
Poor's Corporation. Eligible paper is further hn% tad to bsuirg corporations that arc organized
and have operations in the United States, have total assets in excess of five hundred million dollars
($500,000,000) and have long term debt ratings of A/A or better from Moody's Investors Servims,
Inc. or Standard ud Poor's Corporatim in addition, (t) no more than 30% of the market valve
may be invested in commercial paper and (if) no mono than 15% of the market value maybe
invested in commercial paper if the dollar -weighted average maturity of the commercial paper in
the account exceeds 31 days.
Additionally, the Litigation Fund may not have invested more than 3% of its market value in the
commercial paper of any one issuer.
4. NECCMABLE CERTMCATES OF DEPOSITS
Negotiable certificates of deposit issued by a nationally or statrtteed bank or state or federal
association{ with total net capital assets of at least one billion dollars ear by a slutedicewd branch
of a foreign bank, provided such foreign bank is one of the 75 largest foreign banks in mars of
total assets: and has been rated 8 or better by Thomson Bu&Watch or equivalent rating service, or
is rated A-1 for deposits by Standard and Poor s or P 1 for deposits by Moody s or are comparably
rated by a national rating agency.
A Public Secmties Association Master Repurctww Agreement is required between the Treasurer
and the counter party (broker -dealer) for all nTuniww agreements.
5. REPURCHASE AGREEMENTS
Investments in repurchme agreements for the pwrese of this policy, (pursuant to sections 336M(i)
and 53533(Q of the Cali[arnW Government Code) mean a purdwse of securities pursuant to an
agreement IV which the seller will repurchase the x wities on or before a spedfied date and for a
spec W saw=& and will deliver the nndodywC sac w ities to the Coanty by book entry,
delivery, orT7 third party custodial agreement. The term of repurchase agreements small be for
3 months or less. The terns "securities- for purposes of repurchase agreements shall mean
securities issued or guaranteed by the Us. Government and its agencies. Such securities shalt be
further limited by the Investosent R+atrittknw enumerated below. With respect to any repwichase
agr"ment the County will require the seller to maintain a atini num cAskrrliutions level at 102%
of the market value of principal and accrued interest.
tmtrd:IZNM-10,044PM fXW5 Tit »t
EXHIBIT 12
-129-
REPURCHASE AGREEMENTS (CONTINUED)
A Public Securities Asso«ation Mister Reputahase Agreement is required between the Treasurer
and the counter party (broker -dealer) for all repurchase agreements.
6. BANKER'S ACCEPTANCES
Time drafts drawn on and accepted by a com inertial bank, otherwise known as banker's
acceptances. Banker s,rccceptarwes purchased shill] not exceed 90 days to maturity or 40% of the
market value of the Litigation Find. Furthermore, no more than 3% of the market value of the
Litigation Fund may be invested in banker's acceptances issued by any one commercial bank,
provided such bards has a rating of B or better by Thomson BankWatch or equivalent rating
servk'e, or is rated A-1 for deposits by Standard and Pooes or P 1 for deposits by Moody's or is
comparably rated by a national rating agency.
7. MONEY MARKET FUNDS
Sham of beneficial interest issued by diversified management companies (mutual fiwAs) as
defined in Section 23701(m1) of the Revenue and Taxation Code, with a rating of Aaa/AAA by
Moody's and Standard h Poor s respectively; having investments restricted to those securities and
obligations authorized by this policy. No more than IS% of the Litigation Fund market value will
be invested in money market funds.
UNALM(TW 4abjai tr Pawl m dilksdoew 12 Pep rf
fmtel: JZ205.704944 PM E HSM2d end
EXHIBIT 12
- 130-
County of Orange
Plan of Adjustment ;
Exhibit 13 - Option B Pool Participants
ttiourcr. Comprehensive Settlement Agreement, as executed?
Participant Name
CRY OF ATASCADER0
[TTY OF BUENA PARK
CITY OF BUENA PARK RDA _
CITY OF CLAREMONT
cny OF MIL.PITAS
CITY OF MOMEBELLO
CRY OF MON EBELLO RDA
CITY OF MOUNTAIN VIEW
CITY OF SAWA BARBARA
CITY OF SANTA BARRAILA RDA
CITY OF YORBA LDYDA
CITY OF YORBA LINDA RDA
SAM OO COUNTY WATER V57RICT
YORBA LNDA WATER DLSTRICT
VNALgX= 4a"ad to T+wI MadLAcadonW Ezbw IJ hit I of I
PrWed. IZ MS-1Q4lfi PM D(idBTtI3OraaRBtwil�.aczp�n
EXHIBIT 13
-131—