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HomeMy WebLinkAboutMINUTES - 11101987 - S.2 S-24 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on . November 10, 1987_, by the following vote: AYES: Supervisors Powers, Schroder, Torlakson, McPeak NOES: None ABSENT: Supervisor Fanden ABSTAIN: None ------=----------------------------------------------------------- ------------------------------------------------------------------ SUBJECT: Review Methods of Amending George Miller Jr. Bridge Bonds The Board considered the recommendation of Supervisor Fanden (as submitted on the attachment) that CALTRANS be requested to report to the Board of Supervisors as to the most favorable method of amending the bridge construction bonds. She noted that toll free periods and lanes are not allowed under the existing bond agreement, but that the bonds do allow for modification or amendment. ' In a November 6, 1987, report to the Board, County Counsel advised that the resolution authorizing issuance of the Antioch and Carquinez Strait Bridges Revenue Bonds prohibits granting free passage to anyone (except as narrowly specified) . The resolution can be amended by affirmative vote of the bondholders at a meeting of bondholders, or with the written consent of the holders of 60 percent of the principal amount of outstanding bonds. County Counsel recommended that CALTRANS be given the opportunity to determine the method by which CALTRANS (for the California Transportation Commission) would attempt to secure bondholder consent for an amendment of the Resolution to allow free passage for high occupancy vehicles. Following discussion, the Board agreed to amend Supervisor Fanden's recommendation to direct the letter of inquiry to the California'Transportation Commission. Therefore, IT IS BY THE BOARD ORDERED that the County Administrator is REQUESTED to draft a letter for the Chair's signature to the California Transportation Commission relative to securing the bondholder's consent to allow free passage of high occupancy vehicles across the Martinez-Benicia Bridge. IT IS FURTHER ORDERED that receipt of the report of County Counsel is ACKNOWLEDGED. 1 hereby certify that this is a true and cor-rect copy of an action taken and entered on the mi_.ute_�of the cc: County Administrator Board of Supervisors on the data shown. County Counsel ATTESTED: Myr. /D. 1YF 7_ Community Development Director PHIL BATCHELOR,Ciork of the Board Supervisor Fanden of Supervisors and County Administrator By - .Deputy TO.•'' ,BOARD OF SUPERVISORS F Contra Supervisor Nancy Fanden Costa DATEt October 3, 1987 for consideration on Cpl( October 10, 1987 nty SUBJECTS REVIEW METHODS OF AMENDING GEORGE MILLER JR. BRIDGE BONDS - SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION REQUEST: That CALTRANS be requested to report to the Board of Supervisors as to the most favorable method of amending the bridge construction bonds. Toll free periods and lanes are not allowed under the existing bond agreement, however the bonds do allow for modification or amendment. BACKGROUND: Because of the long delay before the existing span is widened, 'and the fact that an additional span will not be constructed until after the turn of the century, it is imperative that all measures -be taken to ensure that the existing structure's carrying capacity be maximized. CONTINUED ON ATTACHMENTt YES SIGNATURE= RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER COUNTY COUNSEL'S OFFICE CONTRA COSTA COUNTY 'y MARTINEZ CALIFORNIA -"� -•- L Date: November 6, 1987C.G:,� __ .�rY' f• �� 4 To: Board of Supervisors N CIV Q 6 ;`037 From: Victor J. Westman, County Counsel By: Lillian T. Fujii, Deputy County -Counsel Re: Martinez-Benicia and Carquinez Bridges - Bond Resolution Precludes Free Tolls for Carpools Absent Amendment, Amendment Procedures Discussed SUMMARY: The resolution authorizing issuance of the Antioch and Carquinez Strait Bridges Revenue Bonds prohibits granting free passage to anyone (except as narrowly specified) . The resolution -can be amended by affirmative vote of the bondholders at a meeting of bondholders, or with the written consent of the holders of 60% of the principal amount of outstanding bonds. We recommend that Caltrans be given the opportunity to determine the method by which Caltrans (for the California Transportation Commission) would attempt to secure bondholder consent for an amendment of the Resolution to allow free passage for high occupancy vehicles. DISCUSSION: Pursuant to the Board of -Supervisors' 10-27-87 request, we have reviewed the statutes governing the issuance of the Antioch and Carquinez Strait Bridges 1976 Revenue 'Bond, and the June 26, 1976 California Toll Bridge Authority (now the California Transportation Commission, Sts. & Hy. Code, S 30050). Resolution authorizing the bonds. (We 'were unable to obtain a copy of said Resolution until 10-30-87. ) Section 5.05 of said authorizing Resolution provides that as to the bonds: "5.05 The Authority (now the. Commission) covenants that at no time will it permit the free use of any of the Bridges otherwise than by employees directly connected with the maintenance or operation of the Bridges (including traffic patrolmen and highway policemen) at such times as such employment requires use of any of the Bridges, except as required under grants or permits from the United States Government or Departments, or heads of Departments thereof, or laws or statutes of the State of California or of the United States, in effect at the date of the adoption of this Resolution, and except by automotive equipment and the DiSTWOUnON Y Board Wmben A- Caun'y Adrinistrator . c'--mm nily'Devslopment C;rs:;l i y Counsel Board of Supervisors November 6, 1987 operators thereof while being used in connection with any maintenance, repair, renewal, addition or betterment work in respect to any of the Bridges. " This is the provision that Caltrans claims prevents the California Transportation Commission from authorizing free passage for high occupancy vehicles (carpools and vanpools) . We concur with this view of Caltrans staff. Bonds, together with the statutes and proposals under which they are issued, are binding contracts, and are protected by the constitutional prohibition against laws impairing the obligation of contracts. (See -52 Cal.Jur.3d, Public Securities and Obligations, 5 16. ) Caltrans staff advises that there are two ways by which the California Transportation Commission could free itself from this covenant against free .passage. The first alternative is to refund the issue without including this restrictive covenant. We understand that Caltrans is unwilling to recommend this because of its concerns that with today's interest rates, such a refunding could not be economically accomplished. The other alternative is to obtain bondholder consent to amend the resolution. The procedures for amending the resolution are contained in Article IX, a copy of which is attached. Under Article IX, there are two ways to amend the resolution. The first is by. affirmative (majority) vote of the bondholders at a meeting of bondholders. The second is by consent, without .a meeting, of holders of 60% of the principal amount of outstanding bonds. A meeting of the bondholders can be called, at any time, upon written request of the California Transportation Commission, and seems to be the easier procedure since written notice of the meeting need only be given to registered owners, and owners of bearer bonds who have requested notice. Of course, there may be other reasons why Caltrans would prefer to attempt to obtain 60% consent without a meeting of bondholders. At this time we recommend that Caltrans be given the opportunity to select the procedure to amend the bond resolution, or at least explain in writing, its views on this matter. LTF:tb attach. cc: Harvey Bragdon, Director of Community Development Attn: Robert Chung, Transportation Planning -2- 78 proof of debt, amendment of proof of debt, petition or other docu- ment, to receive payment of any sum or sums becoming distributable on account thereof, and to execute any and all other papers and docu- ments and to do and perform any and all acts and things for and in behalf of the respective holders and registered owners of the Bonds or interest coupons, or in behalf of such holders and registered owners as a class or classes, as may, be necessary or advisable in the opinion of such attorney-in-fact in order to have the respective claims of such holders or registered owners of Bonds or interest coupons allowed in any equity receivership, insolvency, liquidation, bank- ruptcy or other proceedings to which the State of California or the Authority may at any time be a party; and to receive payment of or on account of such claims; and each and every receiver, assignee or ' trustee in bankruptcy is hereby authorized by each of the respective holders and registered owners of the Bonds and interest coupons to make such payments to such attorney-in-fact, and, in the event that such attorney-in-fact shall consent to the making of such pay- ments directly to such holders or registered owners, to pay to such attorney-in-fact any amount which may be due to him for compensa- tion and expenses, including counsel fees, incurred by him up to the date of such distribution. ARTICLE IX MODIFICATION AND AmzNDKzNT OF TSE REsoLDTION SECTION 9.01. AnoW hent by Vole or Written Consent of Bond- holders. This Resolution and the rights and obligations of the Au- thority and of the holders and registered owners of the Bonds and coupons may be modified or amended at any time by a resolution sup- plemental hereto adopted pursuant to the• affirmative vote at a meeting of Bondholders, or with the written consent without a meet- ing, of the holders of 60961 in principal amount of the Bonds of all series then issued and outstanding hereunder, other than those dis- qualified as hereinafter provided; but no such modification or amend- ment shall extend the maturity of or reduce the interest rate on or otherwise alter or impair the obligation of the Authority to pay the principal (other than a modification of any sinking fund or reserve fund provisions) or interest or redemption premiums at the time • r 79 and place and at the rate and in the currency provided therein of any Bond without the express consent of the holder or registered owner of such Bond, or permit the creation by the Authority of any mort- gage oregage or pledge or lien on the Bridges, or upon any Revenues or other funds pledged or held hereunder,or reduce the percentages of Bonds required for the affirmative vote or written consent to an amendment or modification, or, without their written assent thereto, modify any of the rights or obligations of the Treasurer or any fiscal agent. This Resolution and the rights and obligations of the Authority and of the holders of the Bonds and the coupons may also be modified or amended at any time by a supplemental resolution,without consent of any Bondholders, but only to the extent permitted.by law and only for any one or more of the following purposes— (a) to add to the covenants and agreements of the Authority in this Resolution contained, other covenants and agreements thereafter to be observed, or to surrender any right or power H herein reserved to or conferred upon the Authority; (b) to make such provisions for the purpose of curing any ambiguity, or of oaring, correcting or supplementing any defec- tive provision oontained in this Resolution, or in regard to ques- tions arising under this Resolution, as the Authority may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the interests of the holders of the Bonds;and (e) to provide for the issuance of an additional series of Bonds, and to provide the terms and conditions under which such Bonds may be issued, subject to and in accordance with the pro- visions of Article III. SECTION 9.02. Bondholders' Meetings. The Treasurer may, and upon the written request of the Authority shall, at any time, call a meeting of the'holders of Bonds, to be held at such place as may be selected by the Treasurer and specified in the notice calling such meeting. Written notice of such meeting stating the time and place of meeting and in general terms the business to be submitted, shall be mailed by the Treasurer,postage prepaid,not less than thirty (30) -or more than sixty (60) days before such meeting, to Paeh registered ' 80 owner of Bonds then outs+nnding at his address, if any, appearing upon the registry books of the authority, and to each holder of any Bonds payable to bearer who shall have filed with the Treasurer an address for notices, and such notice shall be published by the Treas- urer at least once a week for two successive weeks in a 'financial newspaper or journal printed in the English language and custom- arily circulated on each business day in San Francisco, California, -and in a similar newspaper or journal circulated in New York, New York, the first such publication to be not less than thirty (30) nor more than sixty (60) days prior to the meeting; provided, however, that the mailing of such notice shall in no case be a condition prece- dent to the validity of any action taken at any such meeting. Such notice may be given by the Authority. The cost and expense of such notice shall be borne by the Authority and the Treasurer shall be reimbursed by the Authority for any expense incurred by him. Prior- to the calling of any meeting of the holders of Bonds, the Treasurer shall adopt regulations for the holding and conduct of such meeting. Copies of the regulations shall be filed in the office of the Treasurer and in the office of the Authority and shall be open to the inspection of all Bondholders. The regulations shall include .such provisions as the Treasurer may deem advisable for evidencing the ownersh)p of Bonds, for voting in person or by proxy, for. the selection of temporary and permanent officers to conduct the meeting and inspectors to tabulate and canvass the votes cast thereat, the adjournment of any meeting and the records to be kept of the pro- ceedings of such meeting, including rules of order for the conduct of such meeting and such other regulations as, in the opinion of the Treasurer,may be necessary or desirable. No resolution adopted by such meeting of Bondholders shall be binding unless and until a valid supplemental resolution of the Au- thority has been passed containing the modifications or amendments authorized by the resolution adopted by such meeting. Such resolu- tion adopted by such meeting shall be deemed conclusively to be binding upon the Authority and the holders of all Bonds and coupons at the expiration of sixty (60) days. after the filing with the Treas- urer of the resolution adopted at such meeting and supplemental resolution of the:authority. 81 SECTION 9.03. :lmetzdment by Written Consent. The Author- ity may at any time adopt a valid supplemental resolution amend- ing the provisions of the Bonds or of this Resolution, or any resolu- tion amendatory hereof or supplemental hereto, to the extent that such an amendment is permitted by this Article I%, to take effect when and as approved by written consent of the Bondholders as provided in this Section. Such supplemental resolution shall not he effective unless there shall have been filed with the Authority or the Treasurer the written consents of the holders and registered owners of 601yo of the Bonds then outstanding (exclusive of Bonds disquali- fied as provided in Section 9.04) and a notice shall have been pub- lished as hereinafter in this Section provided. It shall not be necessary for the consent of the Bondholders under this Section to approve the particular form of any proposed supplemental resolu- tion, but it shall be sufficienfif srsh consent shall approve the sub- stance thereof. Each such consent shallbe effective only if accom- panied by proof of ownership of the Bonds for which such consent ' is given, which proof shall be such as is.permitted by Section 12.05. Any such consent shall be binding upon the holder of the Bonds giving such consent and on any subsequent holder (whether or not snap subsequent holder has notice thereof) unless such consent is revoked in writing by the holder giving such consent or a subse- quent holder by Sling such revocation with the Authority prior to the date when the notice hereinafter in this Section provided for has been published. Notice of the fact of the adoption of such sup- plemental resolution shall be mailed by the Authority to Bond- holders (but failure to mail copies of such notice shall not affect • the validity of the supplemental resolution when assented to by the requisite percentage of the holders of the Bonds as aforesaid). No- tice of the fact of the adoption of such supplemental resolution shall be published at least once in a financial newspaper or journal printed in the English language and customarily circulated on each business day in San Francisco, California, and in a similar newspaper or journal circulated in New York, New York, such publication to be made not more than fifteen (15) days after the date of adoption of such supplemental resolution. Such supplemental resolution, when so consented 'to by the- Bondholders as in this Section provided, E 82 shall become and be effective as of the date of its adoption by the Authority-. F SECTION 9.04. Disqualified Bonds. Bonds owned or held by or for the account of the authority, the State of California or a politi- cal subdivision thereof (including any municipal corporation, dis- trict, public ,corporation, board or agency of any class or kind, but excluding any state or county or other public pension fund), shall not be deemed outstanding for the purpose of any vote or consent or any action or any calculation of outstanding Bonds in this Article provided for, and shall not be entitled to vote or consent or take any other action in this Article provided for. SECTION 9.05. Endorsement on Bonds Issued A f ter Amend- ments. Bonds authenticated and delivered after the effective date of any action taken as hereinabove provided may, and if the Treas- urer so determines shall, bear a notation by endorsement or other- wise in form approved by the Authority and the Treasurer as to such action, and in that case upon demand of the holder of.any Bond outstanding at such effective date and presentation of his Bond-for the purpose at the principal office of the Treasurer suit- able notation shall be made on such Bond. If the Authority or the Treasurer shall so,determine, new Bonds so modified as in the opinion of the Treasurer and the Authority to conform to such Bondholders' action shall be prepared, authenticated and delivered, and upon demand of the holder of any Bond then outstanding shall be exchanged in Sacramento, California, without cost to such Bond- holder, for Bonds then outstanding, upon surrender of such Bonds R:th all unmatured coupons appertaining thereto. SECTION 9.06. Amendments by Endorsements on Bonds. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. SECTION 9.07. Effect of Modification or .4meudment, When any supplemental resolution modifying or amending the provisions of this Resolution shall become binding, as provided in this Article IX, this Resolution shall he and be deemed to be modified and amended 83 r in accordance therewith, and the respective rights, duties and obli-gations under this Resolution of the Authority and all holders of outstanding Bonds (and of interest coupons appertaining thereto, whether attached thereto or detached therefrom) shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendments, and all the terms and condi- tions of any such supplemental resolution shall be and be deemed to be part of the terms and conditions of this Resolution for any and all purposes. ARTICLE X PILINO R•FQUIREMF.V S SECTION 10.01. Recordation or Filing of Resolution. -The Au. thority will cause this Resolution and each supplemental resolution, or appropriate certificates or statements with respect thereto, or a financing statement in connection therewith, to be duly deposited for.recordation and/or filing whenever and wherever such recorda- tion and/or filing is necessary or advisable in the opinion of counsel, ' and will cause this Resolution and all supplemental resolutions, cer- tificates, or financing statements to be kept recorded and ked and re- recorded and refiled in such manner and such places and at such times as may, in the opinion of counsel, be required by law in order to protect and preserve the rights of the holders of the Bonds and the Treasurer thereunder. On or before the first day of January of each year, beginning with the year 1977, the Treasurer may require the Authority to furnish an opinion of counsel stating that in the opinion of such counsel such action has been taken, as herein pro- vided,for'the recording, filing, re-recording and refiling of this Reso- lution and any supplemental resolution and any appropriate cer- tificates, or financing statements in connection therewith as is necessary or desirable to effectuate the purpose and intent of this t Resolution and the rights of the holders of the Bonds issued there- under and of the Treasurer, or stating in the alternative that in the opinion of such counsel no such action is necessary. t