[HISTORY: Adopted by the County Legislature
of the County of Ulster by L.L.
No. 4-2000. Amendments noted where applicable.]
The County Legislature hereby finds that:
A.
The County of Ulster is entitled to receive payments
under the Master Settlement Agreement (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 titled "State of New York et al v. Philip Morris Incorporated
et al (Index No. 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
it is necessary or desirable for the County to sell all or a portion
of its rights, title and interest in, to and under the Decree and
in and to the moneys payable to the County under the MSA and the Decree
(all such rights, title and interest hereinafter collectively referred
to as the "tobacco settlement revenues") to a local development corporation
to be created by the County pursuant to the Not-For-Profit Corporation
Law of the State of New York.
The County is hereby authorized to sell to said local development
corporation, and to take any and all action necessary or desirable
to effect one or more sales to said local development corporation
of, the County's rights, title and interest in and to all or a portion
of the tobacco settlement revenues and to take any and all actions
necessary or desirable to enable the County to benefit from the consideration
to be received from any such sale. The Chairperson of the County Legislature
or his designee(s) may approve the terms and conditions of any such
transaction and the form and substance of any agreement of sale or
other document necessary or desirable to effect any such transaction,
including the power to execute and deliver any such agreement or other
document as may be approved by the person executing the same and to
take any and all other actions necessary or desirable to enter into,
facilitate or consummate such transaction, including agreeing to pay
certain fees and expenses which will be payable regardless of whether
or not such transaction is consummated. The County shall use the initial
proceeds to be received from said corporation from such sale to finance
certain capital projects identified in the County's capital program
and to finance the defeasance of County obligations. It is the intent
of this chapter that a sale by the County of tobacco settlement revenues
to said local development corporation is, and it is hereby deemed
to be, a true sale and not a borrowing.
A.
The Chairperson of the County Legislature or his designee(s)
is hereby authorized to take all actions necessary to create a corporation
pursuant to the New York Not-For-Profit Corporation Law § 1411
(hereinafter the "Corporation"). The Corporation shall be granted
all powers as may be deemed necessary by the Chairperson of the County
Legislature or his designee(s), which powers shall include, but not
be limited to, the power to purchase from the County its right, title
and interest in and to all or a portion of the tobacco settlement
revenues, to issue bonds, notes and other evidence of indebtedness
and other securities and to incur other obligations, to create and
transfer assets of the Corporation to a trust or other entity, and
to take all other actions as may be necessary in connection therewith.
B.
It is the specific intention of the County Legislature
that the purpose and scope of the Corporation be limited to the transaction
contemplated by this chapter, including the purchase of tobacco settlement
revenues from the County, the financing of such purchase and related
transactions.
The County is hereby authorized to covenant
and agree with the Corporation in a transaction contemplated by this
chapter for the benefit of the corporation and the holders from time
to time of any bonds, notes or other obligations or other securities
(hereinafter collectively the "securities") issued by the Corporation
that the County will not limit or alter the rights of the Corporation
to fulfill the terms of its agreements with the holders of the securities
or in any way impair the rights and remedies of such holders or the
security for the securities until the securities, together with the
interest due thereon or payable in respect thereof and all costs and
expenses in connection with any action or proceeding by or on behalf
of such holders, are fully met and discharged. The Chairperson of
the County Legislature or his designee(s) is granted the power to
make such a covenant to and agreement with the Corporation and to
take any and all actions necessary or desirable to cause such covenant
and agreement to be made or enforced. The Corporation is hereby authorized
to assign to or for the benefit of the holders of its securities any
covenant or agreement made by the County pursuant to this section.
