[Adopted 3-18-2008 by L.L. No. 3-2008[1] (Ch. 110, Art. III, of the 1985 Code)]
[1]
Editor's Note: L.L. No. 29-2008, adopted 7-31-2008, authorized the sale of the County's rights to receive payments under the master settlement agreement with various tobacco companies and approved the form and substance of the sale agreement in accordance with §§ 155-23 and 155-24 of this article.
A. 
The County of Suffolk 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 No. 400361/97).
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 funding to the County to reduce debt obligations 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 of 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.
C. 
In order to provide the financing structure for such securitization and a source of funding to the County to reduce debt obligations 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 "Suffolk Tobacco Asset Securitization Corporation" or "STASC"), 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 (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 STASC, the expenses of the trustee which is a party to the indenture of trust with STASC 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; 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 and certain residual rights, including the right to receive the net proceeds of future securitizations, if any, of the Tobacco Asset.
A. 
The County Executive and/or his designee(s) are hereby authorized, empowered and directed to take all actions necessary to create the STASC pursuant to § 1411 of the New York Not-For-Profit Corporation Law.
B. 
The STASC shall be created for the purposes and shall exercise and perform the powers described in § 155-21 hereof, in accordance with the provisions of the Certificate of Incorporation of the STASC.
C. 
There shall be three Directors of the Corporation. One Director shall be appointed by the Presiding Officer of the Legislature. Two Directors shall be appointed by the County Executive, at least one of whom shall be an individual who:
(1) 
Is not, and in the past two years has not been, employed by the County;
(2) 
Is not, and in the past two years has not been, employed by an entity that received remuneration valued at more than $15,000 for goods and services provided to the County or received any other form of financial assistance valued at more than $15,000 from the County;
(3) 
Is not a relative of an employee of the County; and
(4) 
Is not, and in the past two years has not been, a lobbyist registered under a state or local law and paid by a client to influence the management decisions, contract awards, rate determinations or any other similar actions of the County.
The sale by the County to the STASC of the County's rights, title and interest in and to all of 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 STASC contemporaneously with such sale (the "STASC bonds") after:
(1) 
Payment of all costs, fees, credit and liquidity enhancements, costs of issuance, and other expenses of the STASC; 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 STASC bonds; and
B. 
The undivided beneficial interest in the residual trust, and upon such other terms and conditions as set forth in a purchase and sale agreement approved by the County Legislature at a future date between the STASC, as purchaser, and the County, as seller ("sale agreement").
Upon legislative approval at a future date of the sale agreement:
A. 
The County Executive and/or his designee(s) are hereby granted authority and are empowered and directed to execute and deliver on behalf of the County such approved sale agreement, with such changes therein as the County Executive and/or his designee(s) may approve, and the execution and delivery of such agreement shall be conclusive; and
B. 
The County Executive and/or his designee(s) are hereby further authorized, empowered and directed to execute and deliver, on behalf of the County, such other agreements, instruments or authorizations, and to perform all acts as may be contemplated, necessary or advisable to consummate, or otherwise give full effect to, the approved sale agreement and this article or any agreement, instrument or authorization approved, contemplated or authorized hereby; and
C. 
The County pledges to and agrees with the STASC and the holders of any bonds, notes and other obligations of the STASC (hereinafter the "obligations"), including without limitation the STASC bonds, that the County will not alter, limit or impair the rights of the STASC 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 STASC. 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 STASC 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 STASC and the holders of its obligations to be made or enforced. The STASC 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.
This article shall apply to any actions occurring on or after the effective date of this article.