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HomeMy WebLinkAboutRESOLUTIONS - 07171990 - 90/458x 1's 152-10 JHHW:BDQ:Wa Y • 7/5/90 RESOLUTION NO. 90./458. - A 0.(458 - A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY PROVIDING FOR THE BORROWING OF FUNDS FOR THE ACQUISITION OF A BUILDING FOR COUNTY ADMINISTRATIVE USE AND CERTAIN OTHER PURPOSES AND THE ISSUANCE AND SALE OF 1990 NOTES THEREFOR RESOLVED by the Board of Supervisors (the "Board") of Contra Costa County (the County"): WHEREAS, the Board has heretofore taken certain actions to acquire for the County and its residents, certain real property consisting of a parcel located at 10 Douglas Drive in the City of Martinez, together with the approximately 30,000 square foot building thereon collectively, the "Property"), to be used for administrative purposes of the County; and WHEREAS, the owner of the Property has requested that acquisition by the County of the Property be concluded not later than July 31, 1990; and WHEREAS, the Board desires to finance the acquisition*of the Property through a long- term lease financing with certificates of participation but has determined that there is insufficient time to consummate a long-term financing on or before July 31, 1990; WHEREAS, wards G and H at the County Merrithew Memorial Hospital require certain renovations to correct code deficiencies (the "Renovations" and with the Property, the Project"); WHEREAS, in order to qualify for certain reimbursement funds from the State of California for such renovations, it is necessary for the County to incur a financial obligation for the Renovations; and WHEREAS, the Board has determined that, in order to provide moneys for the acquisition of the Property on or prior to July 31, 1990, and to evidence an obligation for the completion of the Renovations, there is a need to issue notes pursuant to Article 7.6 commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"); NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct. Section 2. Issuance and Terms of the Notes. For the purpose of acquiring the Property on or prior to July 31, 1990, and for the completion of the Renovations, the County hereby determines to and shall borrow the principal amount of three million two hundred twenty thousand dollars ($3,220,000) by the issuance of temporary notes pursuant to the Law, designated "Contra Costa County, California, 1990 Notes" (the "Notes"). The Notes shall be dated the date of delivery thereof to the initial purchasers thereof, shall mature on March 1, 1991, shall bear interest, payable at maturity and computed on a.30- day month/360-day year basis, at the rate determined pursuant to Section 10 hereof and shall 1 not be subject to redemption prior to maturity. The Notes shall be in minimum denominations of $250,000 each and in integral multiples of $10,000. The Notes shall not be subject to transfer by the original purchasers thereof. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America, at the offices of the County Treasurer, 625 Court Street, Martinez, California. Section 3. Form of Notes. The Notes shall be substantially in form and substance as set forth in Exhibit A attached hereto and by this reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. Section 4. Use of Proceeds. a) The moneys so borrowed shall be used to (i) provide funds for the acquisition of the Property and for the completion of the Renovations and (ii) to pay certain expenses incurred in connection. therewith The County represents that it intends to use the Project for public purposes, and that it will not transfer the Project to a nongovernmental entity so long as the Notes are outstanding. b) The proceeds of the Notes shall be deposited in the Treasury of the County in a proceeds fund (and, therein, within two separate accounts to distinguish between amounts attributable to the Property and amounts attributable to the Renovations) to be disbursed by the County Treasurer for the Project upon receipt by the County Treasurer of a sequentially numbered requisition executed by the County Administrative Officer, any Assistant County Administrative Officer or any Deputy County Administrative Officer, together with such supporting information as the County Treasurer shall deem appropriate. Section 5. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other "unrestricted moneys" (as hereinafter defined), which are held or received by the County for the general fund of the County for fiscal year 1990-1991. The term "unrestricted moneys" shall mean taxes, income, revenue, cash receipts and other moneys intended as receipts for the general fund of the County for fiscal year 1990-1991 and which are generally available for the payment of current expenses and other obligations of the County, as well as all other funds held by the County during fiscal year 1990-1991 which may legally be used to pay the principal of and interest on the Notes. Section 6. Paying Agent. The County Treasurer is hereby appointed to act as the Paying Agent of the County for the purpose of paying to the owners of the Notes upon presentation thereof, both the principal of and interest on the Notes at maturity and to perform such other duties and powers of the Paying Agent as are incident to the purposes of this Resolution. Section 7. Execution of the Notes. The County Treasurer is hereby authorized to execute the Notes by manual or facsimile signature, and the Clerk of the Board or Chief Deputy Clerk is hereby authorized to countersign the same by manual or facsimile signature and to affix the seal of the County thereto by manual or facsimile impression thereof (provided that at least one of such signatures shall be manual), and the County Treasurer is hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 8. Covenants and Warranties. It is hereby covenanted and warranted by the County that all representations and recitals contained in this Resolution are true and correct, and that the County and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys 2- securing the Notes to be issued hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 9. Tax Covenants. a) Private Business Use Limitation. The County shall assure that: i) not in excess of ten percent (10%) of the face amount of the Notes, plus accrued interest and premium, if any, less original issue discount, if any (the Proceeds"), is used, directly or indirectly, in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a governmental unit and use as a member of.the general public Private Business Use") if, in addition, the payment of the principal of, or the interest on more than 10 percent of the Proceeds of the Notes is (under the terms of the Notes or any underlying arrangement) directly or indirectly, (i) secured by any interest in property, or payments in respect of property, used or to be used for a Private Business Use, or (ii) to be derived from payments in respect of property, or borrowed money, used or to be used for a Private Business Use; and ii) in the event that in excess of five percent (5%) of the Proceeds of the Notes is used for a Private Business Use, and, in addition, the payment of the principal of, or the interest on, more than five (5%) percent of the Proceeds of the Notes is (under the terms of the Notes or any underlying arrangement), directly or indirectly, secured by any interest in property, or payments in respect of property, used or to be used for said Private Business Use or is to be derived from payments in respect of property, or borrowed money, used or to be used for a Private Business Use, then, (A) said excess over said five percent (5%) of the Proceeds of the Notes which is used for a Private Business Use shall be used for a Private Business Use related to a government use of such Proceeds and (B) each such Private Business use over five percent (5%) of the Proceeds of the Notes which is related to a government use of such Proceeds shall not exceed the amount of such Proceeds which is used for the government use of Proceeds to which such Private Business Use is related. b) Private Loan Limitation. The County shall,assure that not in excess of five percent 5%) of the Proceeds of the Notes is to be used, directly or indirectly, to make or finance loans excluding investments and excluding loans which enable the borrower to finance any governmental tax or assessment of general application for a specific essential governmental function) to persons other than state or local government units. c) Federal Guarantee Prohibition. The County shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Notes to be federally guaranteed" within the meaning of section 149(b) of the Internal Revenue Code of 1986 (the "Code") and the regulations promulgated thereunder. d) No Arbitraae. The County shall not take, or permit or suffer to be taken, any action with respect to the Proceeds of the Notes which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date upon which there is a physical delivery of the Notes in exchange for the amount representing the purchase of the Notes by the original purchasers thereof would have caused the Notes to be "arbitrage bonds" within the meaning of section 148(a) of the Code and regulations promulgated thereunder. 3- e) Rebate of Excess Investment Earnings to United States. The County covenants that it will assure compliance with requirements for rebate of excess investment earnings to the federal government in accordance with section 148(f) of the Code, to the extent applicable. Section 10. Sale of the Notes. The Notes are hereby authorized to be sold to The Bank of California, N.A. (the "Underwriter") at the interest rate and otherwise in accordance with the provisions of that certain note purchase contract by and between the Underwriter and the County attached hereto as Exhibit A and incorporated herein (the "Contract"), which Contract is hereby approved, and the County Administrative Officer, any Assistant County Administrative Officer or any Deputy County Administrative Officer is hereby authorized and directed to execute the Contract. Section 11. Preparation of the Notes: Official Action. Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the County, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate specified in the Contract, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution, and to procure its execution by the proper officers, and to cause the Notes to be delivered when so executed to the Underwriter upon the receipt of the purchase price thereof by the County Treasurer. The County Administrative Officer, any Assistant County Administrative Officer, any Deputy County Administrative Officer, the County Treasurer, Clerk of the Board, Chief Deputy Clerk of the Board, or any of them, are further authorized and directed to make, execute and deliver to the Underwriter (a) a certificate in the form customarily required by the purchaser of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, (b) a receipt in similar form evidencing the payment of the purchase price of the Notes, which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received by the County, and (c) a certificate attesting to the use of the proceeds of the Notes, the investment thereof, and any other matters relating to the exclusion from gross income for purposes of federal income taxation of interest on the Notes. Such officers and any other officers of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. 4- I certify that the foregoing resolution was adopted by the Board of Supervisors of Contra Costa County at a regular meeting held July 17, 1990,.by the following vote: AYES: Supervisors Powers , McPeak, Torlaks.on, Fanden NOES: None ABSENT: Supervisor Schroder By Ch 'rrnan SEAL] Attest: F%R-R&helbrClbrf; of the Board of Sumvisors i4d Coyilrty A.djUr-UtMiar By Clerk of the Board of Supervisors 5- EXHIBIT A CONTRA COSTA. COUNTY, CALIFORNIA 1990 NOTE INTEREST RATE:ISSUE DATE: MATURITY DATE: July 26,1990 March 1, 1991 OWNER: PRINCIPAL SUM: FOR VALUE RECEIVED, Contra Costa County (the "County"), State of California, acknowledges itself indebted to and promises to pay to the Owner stated above, at the offices of the County Treasurer, 651 Pine Street, Martinez, California, the Principal Sum stated above in lawful money of the United States of America, on the Maturity Date stated above, together with interest thereon at the Interest Rate per annum stated above in like lawful money from the date hereof until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable upon maturity, but only upon surrender of this Note; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails properly to present this Note for payment. This Note shall not be subject to redemption prior to maturity. This Note shall not be subject to transfer by the Owner stated above. It is hereby certified, recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of three million two hundred twenty thousand dollars 3,220,000), all of like tenor, issued pursuant to the provisions of Resolution No. of the Board of Supervisors of the County duly passed and adopted on July 17, 1990, and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed, exist, have happened and been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of this Note, together with the interest hereon, shall be payable from taxes, revenue and other "unrestricted moneys" which are held or received by the County for the fiscal year 1990-1991. As used herein, the term "unrestricted moneys" means the taxes, income, revenue, cash receipts, and other moneys, intended as receipts for the general fund of the County for fiscal year 1990-1991 and which are generally available for the payment of current expenses and other obligations of the County, as well as all other funds held by the County during fiscal year 1990-1991 which may legally be used to pay the principal of and interest on this Note. Exhibit A Page 1 r 7 IN WITNESS WHEREOF, Contra Costa County has caused this Note to be executed by the manual signature of the County Treasurer and countersigned by the manual signature of the Clerk of the Board. of Supervisors of the County, and caused its official seal to be affixed . hereto all as of the issue Date stated above. CONTRA COSTA COUNTY By: County Treasurer SEAL] Countersigned: By Clerk of the Board of Supervisors Exhibit A Page 2