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HomeMy WebLinkAboutRESOLUTIONS - 09252012 - 2012/352 2 RESOLUTION 2012/352 OHSUSA:750956453.4 WHEREAS, the County desires to request and approve the Authority’s execution and delivery of County of Contra Costa Public Financing Authority Lease Revenue Obligations (Capital Projects Program), 2012 Series A (the “2012 Series A Obligations”) in an amount sufficient to finance the 2012 Series A Project and pay related costs; WHEREAS, in accordance with the requirements of Section 6586.5 of the Act, a public hearing regarding the financing proposed herein was conducted by the County on September 25, 2012; WHEREAS, notice of such hearing was published at least five days prior to such hearing in a newspaper of general circulation in the County; WHEREAS, the County hereby determines that the financing of the 2012 Series A Project by the execution and delivery of the 2012 Series A Obligations by the Authority will result in significant public benefits to the County, including demonstrable savings in effective interest rate, document preparation, loan underwriting, or loan costs. WHEREAS, it is further proposed that the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”), enter into a trust agreement (the “Trust Agreement”), acknowledged by the County, and, pursuant to the Trust Agreement, the Authority will execute and deliver not to exceed $16,000,000 principal amount of the 2012 Series A Obligations; WHEREAS, it is proposed that the County enter into a Site Lease (the “Site Lease”) pursuant to which it will lease certain real property, including, but not limited to the facilities located at 50 Douglas Drive in Martinez, California and 20 Allen Street in Martinez, California (collectively with all such property leased pursuant to the Site Lease, the “2012 Facilities”), to the Authority; WHEREAS, it is proposed that the County enter into a Sublease (the “Sublease”) pursuant to which it will lease back the 2012 Facilities from the Authority; WHEREAS, under the Sublease, the County would be obligated to make base rental payments to the Authority which the Authority will use to pay debt service on the 2012 Series A Obligations; WHEREAS, it is proposed that the County and the Authority enter into a Loan Agreement for the 2012 Series A Obligations (the “Loan Agreement”) with Banc of America Public Capital Corp, as lender of the 2012 Series A Obligations (the “Lender”); WHEREAS, Tamalpais Advisors, Inc., is serving as financial advisor (the “Financial Advisor”) to the County and the Authority and Orrick, Herrington & Sutcliffe LLP is serving as bond counsel (“Bond Counsel”) to the Authority in connection with the financing; WHEREAS, this Board has been presented with the form of each document referred to herein relating to the 2012 Series A Obligations, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; 3 RESOLUTION 2012/352 OHSUSA:750956453.4 WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, the County expects to finance the 2012 Series A Project on a tax- exempt basis; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. The foregoing recitals are true and correct and this Board so finds and determines. Section 2. The County hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the County and that the statements, findings and determinations of the County set forth above are true and correct and that the execution and delivery of the 2012 Series A Obligations by the Authority for the financing of the 2012 Series A Project will result in demonstrable savings in effective interest rate, document preparation, loan underwriting or loan costs producing significant public benefits. Section 3. The Board of Supervisors hereby requests and approves the execution and delivery of the 2012 Series A Obligations by the Authority, in a principal amount of not to exceed $16,000,000 for the financing of the 2012 Series A Project and the payment of related costs. Section 4. The form of Site Lease on file with the Clerk of the Board of Supervisors is hereby approved and the Chair of the Board of Supervisors, the Vice Chair of the Board of Supervisors, the County Administrator of the County, the County Finance Director or any designee of such officials (the “Authorized Signatories”) and the Clerk of the Board of Supervisors or any deputy clerk of the Board of Supervisors (the “Clerk”) are hereby authorized and directed to execute and deliver the Site Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term thereof shall not exceed twenty-five years. Section 5. The form of Sublease on file with the Clerk is hereby approved and any one of the Authorized Signatories is hereby authorized and directed to execute and deliver, and the Clerk to attest, the Sublease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the maximum annual base rental payments payable under the Sublease shall not exceed $1,600,000 and the term of the Sublease (including any extensions) shall not exceed twenty-five years. Section 6. The form of Trust Agreement on file with the Clerk is hereby approved. Any one of the Authorized Signatories is hereby authorized and directed to acknowledge the execution and delivery of the Trust Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the acknowledgement thereof. 4 RESOLUTION 2012/352 OHSUSA:750956453.4 Section 7. The form of Loan Agreement on file with the Clerk is hereby approved. Any one of the Authorized Signatories is hereby authorized and directed to execute and deliver said Loan Agreement with such additions, changes and corrections thereto as such officer shall require or approve, such approval to be conclusively evidenced by the execution thereof; provided, that the interest rate on the 2012 Series A Obligations shall not exceed a true interest cost of four percent (4%) per annum and the transaction costs shall not exceed three percent (3%) of the principal amount of the 2012 Series A Obligations. Section 8. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, preparation of title reports and/or a title insurance policy, signature certificates, no-litigation certificates and tax and rebate certificates. The Authorized Signatories and other appropriate officers of the County before and after the execution and delivery of the 2012 Series A Obligations are hereby authorized and directed to execute and deliver any and all lease termination agreements, property acceptances, title clarification documents, certificates, instructions as to investments, written requests and other certificates necessary or desirable to administer the 2012 Series A Obligations or leases, pay transaction costs of issuance or to accomplish the transactions contemplated herein. Section 9. All actions heretofore taken by the officers and agents of the County with respect to the execution and delivery of the 2012 Series A Obligations are hereby approved and confirmed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 RESOLUTION 2012/352 OHSUSA:750956453.4 Section 10. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 25th day of September, 2012. Chair of the Board of Supervisors County of Contra Costa, California [Seal] ATTEST: David J. Twa, Clerk of the Board of Supervisors and County Administrator By Chief Assistant Clerk of the Board of Supervisors of the County of Contra Costa, State of California OHSUSA:750956453.4 CLERK’S CERTIFICATE The undersigned, Chief Assistant Clerk of the Board of Supervisors of the County of Contra Costa, hereby certifies as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 25th day of September, 2012, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: NOES: An agenda of said meeting was posted at least 96 hours before said meeting at the County Administration Building, 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. The foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting; said resolution has not been amended, modified or rescinded since the date of its adoption; and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this 25th day of September, 2012. [Seal] Chief Assistant Clerk of the Board of Supervisors of the County of Contra Costa, State of California 2 RESOLUTION 2012/352 OHSUSA:750956453.4 WHEREAS, the County desires to request and approve the Authority’s execution and delivery of County of Contra Costa Public Financing Authority Lease Revenue Obligations (Capital Projects Program), 2012 Series A (the “2012 Series A Obligations”) in an amount sufficient to finance the 2012 Series A Project and pay related costs; WHEREAS, in accordance with the requirements of Section 6586.5 of the Act, a public hearing regarding the financing proposed herein was conducted by the County on September 25, 2012; WHEREAS, notice of such hearing was published at least five days prior to such hearing in a newspaper of general circulation in the County; WHEREAS, the County hereby determines that the financing of the 2012 Series A Project by the execution and delivery of the 2012 Series A Obligations by the Authority will result in significant public benefits to the County, including demonstrable savings in effective interest rate, document preparation, loan underwriting, or loan costs. WHEREAS, it is further proposed that the Authority and Wells Fargo Bank, National Association, as trustee (the “Trustee”), enter into a trust agreement (the “Trust Agreement”), acknowledged by the County, and, pursuant to the Trust Agreement, the Authority will execute and deliver not to exceed $16,000,000 principal amount of the 2012 Series A Obligations; WHEREAS, it is proposed that the County enter into a Site Lease (the “Site Lease”) pursuant to which it will lease certain real property, including, but not limited to the facilities located at 50 Douglas Drive in Martinez, California and 20 Allen Street in Martinez, California (collectively with all such property leased pursuant to the Site Lease, the “2012 Facilities”), to the Authority; WHEREAS, it is proposed that the County enter into a Sublease (the “Sublease”) pursuant to which it will lease back the 2012 Facilities from the Authority; WHEREAS, under the Sublease, the County would be obligated to make base rental payments to the Authority which the Authority will use to pay debt service on the 2012 Series A Obligations; WHEREAS, it is proposed that the County and the Authority enter into a Loan Agreement for the 2012 Series A Obligations (the “Loan Agreement”) with Banc of America Public Capital Corp, as lender of the 2012 Series A Obligations (the “Lender”); WHEREAS, Tamalpais Advisors, Inc., is serving as financial advisor (the “Financial Advisor”) to the County and the Authority and Orrick, Herrington & Sutcliffe LLP is serving as bond counsel (“Bond Counsel”) to the Authority in connection with the financing; WHEREAS, this Board has been presented with the form of each document referred to herein relating to the 2012 Series A Obligations, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; 3 RESOLUTION 2012/352 OHSUSA:750956453.4 WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, the County expects to finance the 2012 Series A Project on a tax- exempt basis; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. The foregoing recitals are true and correct and this Board so finds and determines. Section 2. The County hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the County and that the statements, findings and determinations of the County set forth above are true and correct and that the execution and delivery of the 2012 Series A Obligations by the Authority for the financing of the 2012 Series A Project will result in demonstrable savings in effective interest rate, document preparation, loan underwriting or loan costs producing significant public benefits. Section 3. The Board of Supervisors hereby requests and approves the execution and delivery of the 2012 Series A Obligations by the Authority, in a principal amount of not to exceed $16,000,000 for the financing of the 2012 Series A Project and the payment of related costs. Section 4. The form of Site Lease on file with the Clerk of the Board of Supervisors is hereby approved and the Chair of the Board of Supervisors, the Vice Chair of the Board of Supervisors, the County Administrator of the County, the County Finance Director or any designee of such officials (the “Authorized Signatories”) and the Clerk of the Board of Supervisors or any deputy clerk of the Board of Supervisors (the “Clerk”) are hereby authorized and directed to execute and deliver the Site Lease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term thereof shall not exceed twenty-five years. Section 5. The form of Sublease on file with the Clerk is hereby approved and any one of the Authorized Signatories is hereby authorized and directed to execute and deliver, and the Clerk to attest, the Sublease in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the maximum annual base rental payments payable under the Sublease shall not exceed $1,600,000 and the term of the Sublease (including any extensions) shall not exceed twenty-five years. Section 6. The form of Trust Agreement on file with the Clerk is hereby approved. Any one of the Authorized Signatories is hereby authorized and directed to acknowledge the execution and delivery of the Trust Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the acknowledgement thereof. 4 RESOLUTION 2012/352 OHSUSA:750956453.4 Section 7. The form of Loan Agreement on file with the Clerk is hereby approved. Any one of the Authorized Signatories is hereby authorized and directed to execute and deliver said Loan Agreement with such additions, changes and corrections thereto as such officer shall require or approve, such approval to be conclusively evidenced by the execution thereof; provided, that the interest rate on the 2012 Series A Obligations shall not exceed a true interest cost of four percent (4%) per annum and the transaction costs shall not exceed three percent (3%) of the principal amount of the 2012 Series A Obligations. Section 8. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, preparation of title reports and/or a title insurance policy, signature certificates, no-litigation certificates and tax and rebate certificates. The Authorized Signatories and other appropriate officers of the County before and after the execution and delivery of the 2012 Series A Obligations are hereby authorized and directed to execute and deliver any and all lease termination agreements, property acceptances, title clarification documents, certificates, instructions as to investments, written requests and other certificates necessary or desirable to administer the 2012 Series A Obligations or leases, pay transaction costs of issuance or to accomplish the transactions contemplated herein. Section 9. All actions heretofore taken by the officers and agents of the County with respect to the execution and delivery of the 2012 Series A Obligations are hereby approved and confirmed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 RESOLUTION 2012/352 OHSUSA:750956453.4 Section 10. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 25th day of September, 2012. Chair of the Board of Supervisors County of Contra Costa, California [Seal] ATTEST: David J. Twa, Clerk of the Board of Supervisors and County Administrator By Chief Assistant Clerk of the Board of Supervisors of the County of Contra Costa, State of California OHSUSA:750956453.4 CLERK’S CERTIFICATE The undersigned, Chief Assistant Clerk of the Board of Supervisors of the County of Contra Costa, hereby certifies as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 25th day of September, 2012, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: NOES: An agenda of said meeting was posted at least 96 hours before said meeting at the County Administration Building, 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. The foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting; said resolution has not been amended, modified or rescinded since the date of its adoption; and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this 25th day of September, 2012. [Seal] Chief Assistant Clerk of the Board of Supervisors of the County of Contra Costa, State of California