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Rockland County, NY
 
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Table of Contents
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New Laws (1) Index
[HISTORY: Adopted by the Rockland County Legislature as indicated in article histories. Amendments noted where applicable.]
[Adopted 12-4-2001 by L.L. No. 14-2001]
A. 
The County of Rockland is entitled to receive payments under the master settlement agreement entered into on November 23, 1998, among the Attorneys General of 46 states and six other United States jurisdictions and the four largest United States tobacco manufacturers (hereinafter the "MSA") and the consent Decree and final judgment of the Supreme Court of the State of New York, County of New York, dated December 23, 1998 (hereinafter, as the same may be amended or modified, the "Decree") in the class action entitled State of New York et al. v. Philip Morris Incorporated, et al. (Index Number 400361/97); and
B. 
In order to secure to present generations a portion of the benefits intended to be conferred by the MSA and the Decree, and thereby provide a source of financing for certain County capital projects and to further certain other County purposes, it is necessary or desirable for the County to sell its rights, title and interest in and to all the monies to become payable to the County under the MSA and the Decree (the "tobacco asset") in order to facilitate the securitization of the tobacco asset; and
C. 
In order to provide the financing structure for such securitization and a source of financing for certain County capital projects and other present and future County purposes, while protecting the County's existing credit ratings, it is necessary or desirable for the County to sell such rights, title and interest to a local development corporation to be created by the County pursuant to the New York Not-For-Profit Corporation Law (the "Rockland Tobacco Asset Securitization Corporation" or "RTASC"), with the powers to acquire such rights, title and interest, to issue bonds, notes and other evidence of indebtedness and incur other obligations, to create a business trust under the laws of the State of Delaware to be named the "Rockland County Health Care Residual Trust" (the "residual trust") and assign and deliver to the residual trust the monies to become payable to the County under the MSA and the Decree in excess of the amounts necessary to pay debt service on such bonds, notes and other evidence of indebtedness, the expenses of RTASC, the expenses of the trustee which is a party to the indenture of trust with RTASC authorizing the issuance of such bonds, notes and other evidence of indebtedness (the "indenture"), any amounts necessary to maintain the reserve funds required by the indenture to be maintained, and certain other ancillary pecuniary obligations, provided that such monies shall be not less than 20% of each payment received by or on behalf of RTASC in respect of the tobacco assets, and to take all other actions as may be necessary, convenient or desirable in furtherance of its powers, in exchange for the net proceeds of the securitization of the tobacco asset.
The County Executive and/or his designee(s) are hereby authorized to take all actions necessary to create the RTASC pursuant to § 1411 of the New York Not-For-Profit Corporation Law. The RTASC shall be created for the purposes and shall exercise and perform the powers described in § 175-1 hereof, in accordance with the provisions of the certificate of incorporation of the RTASC. The RTASC shall have five directors. Two directors shall be appointed by the County Executive. One director shall be appointed by the Chairman of the Legislature. One director shall be appointed by the Chairman of the Budget and Finance Committee of the Legislature. One director shall be appointed by the majority of the other four directors and shall be independent of the County in accordance with the provisions of the certificate of incorporation of the RTASC.
The sale by the County to the RTASC of the County's rights, title and interest in and to all the tobacco asset, without recourse, is hereby authorized in exchange for the delivery, to or upon the order of the County, of:
A. 
The net proceeds of the initial issuance of bonds by the RTASC in conjunction with such sale (the "RTASC bonds") after:
(1) 
Payment of all costs, fees, credit and liquidity enhancements, costs of issuance, and other expenses of the RTASC; and
(2) 
The funding of all reserve funds, debt service accounts for the payment of capitalized interest, and other pledged funds which may be necessary or desirable in connection with the issuance of the RTASC bonds; and
B. 
The undivided beneficial interest in the residual trust, and upon such other terms and conditions as are set forth in the proposed purchase and sale agreement between the RTASC, as purchaser, and the County, as seller, in substantially the form presented to the Legislature (the "sale agreement").
The form and substance of the sale agreement, substantially in the form presented to the members of the Legislature at this meeting, is hereby approved.
The execution and delivery on behalf of and in the name of the County by the County Executive and/or his designee(s) of the sale agreement, substantially in the form presented to the members of the Legislature at this meeting, is hereby authorized and directed, with such ministerial and nonsubstantive changes therein as the County Executive and/or his designee(s) may approve, and the execution and delivery of such agreement shall be conclusive evidence of his approval of any such changes and of the authorization and direction thereof by this Legislature.
The County hereby approves the terms and conditions of the MSA and the Decree.
The County Executive and/or his designee(s) are further authorized to execute and deliver, on behalf of the County, such acts, including agreements, instruments or authorizations, as may be contemplated by, or necessary or advisable to consummate or otherwise give full effect to, the sale agreement and this chapter, and which are deemed necessary or desirable to effectuate the transactions contemplated by the sale agreement and this chapter, and to perform all acts and do all things required or contemplated to be performed or done by the sale agreement or by this chapter or by any agreement, instrument or authorization approved, contemplated or authorized hereby.
The County hereby pledges to and agrees with the RTASC and the holders of any bonds, notes and other obligations of the RTASC (hereinafter the "obligations"), including without limitation the RTASC bonds, that the County will not alter, limit or impair the rights of the RTASC to fulfill the terms of its agreements with such holders, or in any way impair the rights and remedies of such holders or the security for the obligations, until the obligations, together with the interest thereon, and all costs and expenses in connection with any action or proceeding by or on behalf of such holders, are fully met and discharged and such agreements are fully performed on the part of the RTASC. The Legislature hereby further delegates to the County Executive and/or his designee(s) the power to make, ratify and confirm such pledge to and agreement with the RTASC and the holders of its obligations and to take any and all actions necessary or desirable to cause such pledge to and agreement with the RTASC and the holders of its obligations to be made or enforced. The RTASC is hereby authorized to include in any agreement with or for the benefit of the holders of its obligations the pledges and agreements made by the Legislature and by the County Executive and/or his designee(s) on behalf of the County pursuant to this section. The County agrees that as a member of the class of releasing parties under the Decree it is bound by the terms and conditions of the MSA and the Decree and will not take any action inconsistent therewith.
[Adopted 9-2-2003 by L.L. No. 11-2003]
A. 
The County of Rockland (the "County") is the owner of all the beneficial interests in and to the trust (the "2001 Trust") created by declaration and agreement of trust dated as of December 1, 2001 (the "2001 trust agreement"), by and between Wilmington Trust Company, as trustee (the "trust trustee") and the tobacco asset securitization corporation created under authority of Local Law No. 14 of 2001, namely Rockland Tobacco Asset Securitization Corporation (RTASC), as original owner of such beneficial interests; and
B. 
The 2001 Trust owns the residual certificate issued by RTASC under the indenture dated as of December 1, 2001 between RTASC and Manufacturers and Traders Trust Company, as trustee (the "RTASC indenture trustee"), which residual certificate entitles the 2001 Trust to receive, among other things, 20% of the future payments the County is entitled to receive under the master settlement agreement entered into on November 23, 1998, among the Attorneys General of 46 states and six other United States jurisdictions and the four largest United States tobacco manufacturers (the "MSA") and the consent decree and final judgment of the Supreme Court of the State of New York, County of New York, dated December 23, 1998 (the "decree"), in the class action entitled State of New York et al. v. Philip Morris Incorporated, et al. (Index Number 400361/97), which entitlement to such future payments the County sold to RTASC in 2001 pursuant to a purchase and sale agreement between the County and RTASC under authorization of Local Law 14 of 2001; and
C. 
Under the 2001 trust agreement, the trust trustee is authorized to sell property of the 2001 Trust upon receipt of written instruction signed by the County as owner of the beneficial interests in the 2001 Trust and to distribute to the County, promptly after receipt, any payments with respect to the residual certificate; and
D. 
In order to secure to present generations a portion of the benefits intended to be conferred by such 20% of the future payments under the MSA and the decree received by the 2001 Trust under the residual certificate for distribution to the County, and thereby to provide for the County a source of financing for certain County capital projects and to further certain other County purposes, it is necessary or desirable for the County to direct the trust trustee to sell the 2001 Trust's rights, title and interest in and to all of such 20% portion of the future payments under the MSA and the decree sold by the County to RTASC (the "20% tobacco asset") in order to facilitate the securitization of the 20% tobacco asset; and
E. 
In order to provide the financing structure for such securitization and a source of financing for certain County capital projects and other present and future County purposes while protecting the County's existing credit ratings, it is necessary or desirable for the County to:
(1) 
Direct the sale of such rights, title and interest to a local development corporation to be created by the County pursuant to the New York Not-For-Profit Corporation Law, to be named the "Rockland Second Tobacco Asset Securitization Corporation" (the "RSTASC") with powers to acquire such rights, title and interest, to issue bonds, notes and other evidence of indebtedness and incur other obligations, to create a business trust under the laws of the State of Delaware to be named the "Rockland County 2003 Residual Trust" (the "2003 Residual Trust") and assign and deliver to the 2003 Residual Trust the monies to become payable with respect to the 20% tobacco asset in excess of the amounts necessary to pay debt service on such bonds, notes and other evidence of indebtedness, the expenses of RSTASC, the expenses of the trustee which is a party to the indenture of trust with RSTASC authorizing the issuance of such bonds, notes and other evidence of indebtedness (the "RSTASC indenture"), any amounts necessary to maintain the reserve funds required by the RSTACS indenture to be maintained, and certain other ancillary pecuniary obligations; and
(2) 
Take all other actions as may be necessary, convenient or desirable in furtherance of its powers, in exchange for the net proceeds of the securitization of the 20% tobacco asset received by the 2001 Trust and distributable to the County.
The County Executive and/or his designee(s) is hereby authorized to take all actions necessary to create the Rockland Second Tobacco Asset Securitization Corporation (also referred to herein as "RSTASC") pursuant to § 1411 of the New York Not-For-Profit Corporation Law. The RSTASC shall be created for the purposes and shall exercise and perform the powers described in § 175-9 hereof, in accordance with the provisions of the certificate of incorporation of the RSTASC. The RSTASC shall have five directors. Two directors shall be appointed by the County executive. One director shall be appointed by the Chairman of the Legislature. One director shall be appointed by the chairman of the Budget and Finance Committee of the Legislature. One director shall be appointed by the majority of the other four directors and shall be independent of the County in accordance with the provisions of the certificate of incorporation of the RSTASC. The members of the RSTASC Board of Directors may be members of RTASC Board of Directors.
The giving of written direction to the trust trustee in the form presented to the members of the Legislature (the "direction to trustee") to sell all of the 2001 Trust's rights, title and interest in and to the 20% tobacco asset, without recourse, in exchange for the delivery, to or upon the order of the trust trustee, of the net proceeds of the initial issuance of bonds by RSTASC in conjunction with such sale (the "RSTASC bonds") after payment of all costs, fees, credit and liquidity enhancements, costs of issuance, and other expenses of the RSTASC and the funding of all reserve funds, debt service accounts for the payment of capitalized interest, and other pledged funds which may be necessary or desirable in connection with the issuance of the RSTASC bonds, and in exchange for the delivery to or upon the order of the trust trustee or the County of the entire beneficial interest in the 2003 Residual Trust, and upon such other terms and conditions as are set forth in the proposed purchase and sale agreement between the RSTASC, as purchaser, and the trust trustee, as seller, joined in by the County for the purposes set forth therein, presented to the members of the legislature (the "2003 sale agreement"), is hereby authorized.
The form and substance of the direction to trustee and 2003 sale agreement in the forms presented to the members of the Legislature at this meeting are hereby approved.[1]
[1]
Editor's Note: The 2003 sale agreement is on file in the County offices.
The execution and delivery on behalf of and in the name of the County by the County executive and/or his designee(s) of the 2003 sale agreement, substantially in the form presented to the members of the Legislature at this meeting, for the limited purposes described therein, is hereby authorized and directed, with such changes therein as the trust trustee may require relative to its status as trustee and such other ministerial and nonsubstantive changes therein as the County Executive and/or his designee(s) may approve, and the execution and delivery of such agreement shall be conclusive evidence of his approval of any such changes and of the authorization and direction thereof by this Legislature.
[1]
Editor's Note: The 2003 sale agreement is on file in the County offices.
The execution and delivery on behalf of and in the name of the County by the County Executive and/or his designee(s) of the direction to trustee in substantially the form presented to the members of the Legislature at this meeting is hereby authorized and directed, with such changes therein as the trust trustee may require relative to its status as trustee and such other ministerial and nonsubstantive changes in as the County Executive and/or his designee(s) may approve, and the execution and delivery of such direction to trustee shall be conclusive evidence of his approval of any such changes and of the authorization and direction thereof by this Legislature.
The County Executive and/or his designee(s) are further authorized to execute and deliver, on behalf of the County, such acts, including agreements, instruments or authorizations, as may be contemplated by, or necessary or advisable to consummate or otherwise give full effect to, the direction to trustee, the 2003 sale agreement and this article, and which are deemed necessary or desirable to effectuate or to enable the County and the trust trustee to effectuate the transactions contemplated by the direction to trustee, the 2003 sale agreement and this article, and to perform all acts and do all things required or contemplated to be performed or done by the County by the direction to trustee, the 2003 sale agreement or by this article or by any agreement, instrument or authorization approved, contemplated or authorized hereby.
The County hereby pledges to and agrees with the RSTASC and the holders of any bonds, notes and other obligations of the RSTASC (hereinafter the "obligations"), including without limitation the RSTASC bonds, that the County will not alter, limit or impair the rights of the RSTASC to fulfill the terms of its agreements with such holders, or in any way impair the rights and remedies of such holders or the security for the obligations, until the obligations, together with the interest thereon, and all costs and expenses in connection with any action or proceeding by or on behalf of such holders, are fully met and discharged and such agreements are fully performed on the part of the RSTASC. The Legislature hereby further delegates to the County Executive and/or his designee(s) the power to make, ratify and confirm such pledge to and agreement with the RSTASC and the holders of its obligations and to take any and all actions necessary or desirable to cause such pledge to and agreement with the RSTASC and the holders of the obligations to be made or enforced. The RSTASC is hereby authorized to include in any agreement with or for the benefit of the holders of its obligations the pledges and agreements made by the Legislature and by the County Executive and/or his designee(s) on behalf of the County pursuant to this section. The County agrees that as a member of the class of releasing parties under the decree it is bound by the terms and conditions of the MSA and the decree and will not take any action inconsistent therewith.