Loading...
HomeMy WebLinkAboutMINUTES - 10172000 - D1B BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 20001/488 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES A FOR THE FINANCING OF VARIOUS CAPITAL PROJECTS, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST AGREEMENT, A FIRST AMENDMENT TO FACILITY LEASE AND A FIRST AMENDMENT TO MASTER SITE LEASE; APPROVING FORINT OF AND DISTRIBUTION OF AN OFFICIAL NOTICE OF SALE AND THE OFFICIAL STATEMENT FOR SAID BONDS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the "County") and the Contra Costa County Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement, dated as of April 7, 1992 (the "Joint Powers Agr '), which Joint Powers Agreement creates and establishes the County of Contra Costa Public Financing Authority (the "Authority' WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act") and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing public capital improvements whenever there are significant public benefits; WHEREAS, the Authority has previously issued $74,685,000 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A(the"1999 Series A Bonds")to assist the County; WHEREAS, the County has requested that the Authority issue lease revenue bonds to finance additional capital projects including improvements such as (i)the completion of the Family Law Center and associated parking at 1111 Ward Street, Martinez, (ii)the construction of a new Employment and Human Services Building in Antioch, and (iii) the construction of tenant improvements at Los Medanos Health Center in Pittsburg (collectively, the"20)0)1 Series A Project"); WHEREAS, it is further proposed that the Authority and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"), enter into a first supplemental trust agreement (the "First Supplemental Trust Agreement") acknowledged by the County, which will supplement and amend the Trust Agreement dated as of February 1, 1999 (the "Trust Agreement") and, pursuant to the Trust Agreement and First Supplemental Trust Agreement, the Authority will issue not to exceed $25,000,000 aggregate principal amount of County of Contra DMSSF1:475235.3 1 Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A (the "Bonds'), on a parity with the 1999 Series A Bonds, and will use the proceeds to finance the 2001 Series A Project, fund a reserve fund and pay costs of issuance associated with such bonds; WHEREAS, it is proposed that the Authority enter into a First Amendment to Master Site Lease (the "First Amendment to Site Lease") pursuant to which the County will lease the County office building located at 2530 Arnold Drive, Martinez (the "Summit Centre Building"} to the Authority in addition to the facilities currently leased pursuant to the Master Site Lease dated as of February 1, 1999 between the County and the Authority, entered into in connection with the 1999 Series A Bonds, WHEREAS, it is proposed that the Authority enter into a First Amendment to Facility Lease (the"First Amendment to Facility Lease")pursuant to which it will lease back the Summit Centre Building to the County as additional leased facilities under the Facility Lease (Various Capital Projects) dated as of February 1, 1999 entered into by the Authority and the County; WHEREAS, under the First Amendment to Facility Lease, the County would be obligated to mare additional base rental payments to the Authority which the Authority will use to pay debt service on the Bonds; WHEREAS,in accordance with the Act, following published notice a public hearing regarding the proposed financing was conducted by the County on October 17, 2000 and following such hearing the financing was approved by the County; WHEREAS, C.M. de Crinis& Co., Inc., is acting 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 County and the Authority in connection with the financing; WHEREAS, the Financial Advisor has assisted the County and the Authority in the preparation of an Official Statement describing the Bonds which will be distributed to potential purchasers of the Bonds; WHEREAS, this Board has been presented with the form of each document hereinafter referred to relating to the Bonds, 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; WHEREAS, the Authority has full legal right,power and authority under the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, the Authority expects to finance the 2001 Series A Project on a tax- exempt basis; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the County of Contra Costa Public Financing Authority, as follows: D SSF1:475235.3 2 ec ' n 1. The foregoing recitals are true and correct and this Board so finds and determines. Section 2. The issuance and sale of the Bonds by the Authority, in an aggregate principal amount of not to exceed $25,000,000 for the financing of the 2001 Series A Project is hereby authorized and approved. S,ct ion 3. The form of First Amendment to Site Lease, on file with the Secretary of the Board of Directors, is hereby approved, and the Chair of the Board of Directors or the Vice Chair of the Board of Directors or the Executive Director of the Authority or the Assistant Executive Director of the Authority and the Secretary of the Board of Directors (the "Secretary") or any Assistant Secretary of the Board of Directors or any designee of such officials (the "Authorized Signatories") are hereby authorized and directed to execute and deliver the First Amendment to Site Lease in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provide , howevc that the term thereof shall not exceed June 15, 2049. The Director, Capital Facilities and Debt Management of the County is hereby appointed and designated as Assistant Executive Director of the Authority and Assistant Secretary of the Authority and as an Authorized Signatory hereunder. Se ion 4. The form of First Amendment to Facility Lease, on file with the Secretary, is hereby approved, and any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the First Amendment to Facility Lease in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Among the changes authorized to be made to such First Amendment to Facility Lease are such changes as are necessary in the event the Executive Director or the Assistant Executive Director, upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond insurance. Section . The form of First Supplemental Trust Agreement by and between the Trustee and the Authority and acknowledged by the County, on file with the Secretary, is hereby approved. Any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the First Supplemental Trust Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Among the changes authorized to be made to such First Supplemental Trust Agreement are such changes as are necessary in the event the Executive Director or the Assistant Executive Director, upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond insurance or a reserve facility for the Bonds or to execute an interest rate swap or other hedging product (the "Swap'), in connection with the Bonds. Soctim-6. The form of Preliminary Official Statement describing the Bonds, on file with the Secretary, is hereby approved and the Executive Director or his designee, is hereby authorized and directed to execute and deliver a final Official Statement in substantially said form with such additions, corrections and revisions as may be determined to be necessary or desirable by the Financial Advisor, Bond Counsel or the County Counsel's Office. The Financial Advisor is hereby authorized and directed to cause to be supplied to prospective DOCSSFt:475235.3 3 purchasers of the Bonds copies of a preliminary official statement in such form, and to supply the purchaser of the Bonds with copies of a final official statement, completed to include, among other things the interest rate or rates, and final sale information for the Bonds. The Executive Director or his designee, is hereby authorized and directed to execute a certificate confirming that the Preliminary Official Statement has been"deemed final"by the Authority for purposes of Securities and Exchange Commission Rule 15c2-12. Section 2. The form of proposed Official Notice of Sale inviting bids for the Bonds on file with the Secretary is hereby approved and adopted as the Official Notice of Sale for the Bonds, with such additions, changes and corrections thereto as the Executive Director or his designee shall require or approve, such approval to be conclusively evidenced by the execution thereof. The Secretary is hereby authorized to cause to be published a notice of the proposed sale of the Bonds as required by law. S. The proposed form of Continuing Disclosure Agreement, to be dated the date of issuance of the Bonds, by and among the County and the Trustee, on file with the Secretary,is hereby approved. Section The Board hereby authorizes the Executive Director or his designee to enter into one or more investment agreements(the"Investment Agreement")providing for the investment of moneys in the funds and accounts created under the Trust Agreement and/or one or more Swaps, as the Executive Director or his designee deems appropriate. The Board hereby finds and determines pursuant to Government Code section 5922,that the Investment Agreement will reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to the Investment Agreement and that the Swap is designed to reduce the amount or duration of payment,rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the Bonds or enhance the relationship between risk and return with respect to investments. The Executive Director or his designee is hereby authorized and directed to execute and deliver the Investment Agreement, Swap and any other related agreement or agreements on behalf of the Authority as may be approved by the Executive Director or his designee, such approval to be conclusively evidence by the execution and delivery of such agreement or agreements. Sgglion 10. The officers of the Authority 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, executing and delivering signature certificates, no-litigation certificates, tax and rebate certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Bonds. The Authorized Signatories and the Director, Capital Facilities and Debt Management of the County on behalf of the Authority are hereby authorized and directed to execute and deliver any and all certificates, instructions as to investments, written requests and other certificates necessary and desirable to administer the Bonds and the Trust Agreement or other documents authorized hereunder including executing Written Requests of the Authority authorizing disbursements from the Costs of Issuance Fund for payment of cost of issuance such as legal and financial advisor fees, trustee's fees, title insurance and bond insurance premiums, DOCSSF 1:475235.3 4 fees for electronic bidding services, publication and printing costs,rating agency fees and similar expenses of the bond financing. Section 11. All actions heretofore taken by the officers and agents of the County with respect to the issuance and sale of the Bonds are hereby approved and confirmed. DOcssrI:4757353 5 Sept:i.ort U This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this l 7t-h day of QatDher . 2000. Chair of the Bo=doDirectors County of Conta, California [Seal] ATTESMF*P%; 'aT: Secretary of the Board of Directors DOCSSF1;475235.3 6 q d CLERK'S CERTIFICATE The undersigned, Secretary of the Board of Directors of the County of Contra Costa Public Financing Authority, 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 Directors of said Authority duly and regularly held at the regular meeting place thereof on the 17Th day of 0cta ar , 2000, of which meeting all of the members of said Board of Directors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: Supervisors Gioia:, Uilkema, UeSaulnier, Canciamilla and Gerber ABSENT: None NOES: None ABSTAIN: None An agenda of said meeting was posted at least 96 hours before said meeting at 651 Pine tMartinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I have carefully compared the same with the original minutes of said meeting on file and of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and 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 this 17Lb day of Octn er , 2000. [Seal] deputy) ecretary ooCssrI:475235.3