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HomeMy WebLinkAboutRESOLUTIONS - 12091997 - 97-665 A Quint&Thimmig LLP 11/18/97 RESOLUTION NO. 97/665 A RESOLUTION AUTHORIZING THE ISSUANCE OF 1998 SPECIAL TAX REFUNDING BONDS OF THE COUNTY OF CONTRA COSTA FOR AND ON BEHALF OF THE COUNTY OF CONTRA COSTA COMMUNITY FACILITIES DISTRICT NO. 1991-1 (PLEASANT HILL BART STATION AREA),APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND AN ESCROW AGREEMENT,APPROVING SALE OF SUCH BONDS,AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS RESOLVED, by the Board of Supervisors of the County of Contra Costa (the "County") that: WHEREAS, the Board of Supervisors has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), to form the County of Contra Costa Community Facilities District No. 1991-1 (Pleasant Hill BART Station Area) (the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, the Board of Supervisors, as legislative body of the District, authorized the issuance of bonds of the County for the District in the original principal amount of $4,555,000 designated County of Contra Costa Community Facilities District No. 1991-1 (Pleasant Hill BART Station Area) Special Tax Bonds (the "Prior Bonds"), the Prior Bonds having been issued pursuant to the Act and Resolution No. 91/369 of the Board of Supervisors; and WHEREAS, the Board of Supervisors has determined that due to favorable interest rates, it is in the best interests of the County and the District that the Prior Bonds be refunded; and WHEREAS, there has been submitted. to the Board of Supervisors a fiscal agent agreement (the "Fiscal Agent Agreement") providing for the issuance of special tax refunding bonds (the 'Bonds") of the County for the District,,and the Board of Supervisors, with the aid of County staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and WHEREAS, there has been presented to the Board of Supervisors an escrow agreement (the "Escrow Agreement"), providing for the creation of a refunding fund which will be used to refund and redeem the Prior Bonds and the Board of Supervisors now desires to approve such agreement in connection with the refunding of the Prior Bonds; and WHEREAS, the County proposes to sell the Bonds to Samuel A. Ramirez & Co., Inc. and E. Wagner & Associates, Inc. (collectively, the "Underwriters") pursuant to the terms of a Bond Purchase Agreement (the 'Bond Purchase Agreement") by and between the County and the Underwriters, and the Underwriters propose to offer the Bonds to the investing public by means a preliminary official statement(the "Preliminary Official Statement"); and WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the refunding of the Prior Bonds as contemplated by this Resolution and the documents referred to herein exist, J3376 have happened and have been performed in due time, form and manner as required by the laws of.the State of California,including the Act. NOW, THEREFORE, IT IS HEREBY ORDERED as follows: Section 1. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax refunding bonds of the County for the District designated as "County of Contra Costa Community Facilities District No. 1991-1 (Pleasant Hill BART Station Area) 1998 Special Tax Refunding Bonds" in an aggregate principal amount not to exceed $6,000,0000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. In furtherance of the issuance of the Bonds, the Board of Supervisors hereby makes the following findings and determinations: (a) it is prudent in the management of the fiscal affairs of the County, the Board of Supervisors and the District to issue the Bonds for the purpose of refunding the Prior Bonds, (ii) the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity on the Prior Bonds plus the principal amount of the Prior Bonds, and (iii) the Bonds are in compliance with the County's Goals and Policies for Community Facilities Districts. The Board of Supervisors hereby approves the Fiscal Agent Agreement in the form presented to the Board of Supervisors at this meeting. The County Administrator, the Director of Growth Management and Economic Development, the Director of Community Development and the Deputy Director-Redevelopment (collectively, the "Authorized Officers"), are each hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the County and the District, in such form together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Bond Counsel. The proceeds of the Bonds shall be applied by the County for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Board of Supervisors hereby authorizes the delivery and performance by the County of the Fiscal Agent Agreement. For purposes of Section 53363.2 of the Act, (i) it is expected that the purchase of the Bonds will occur on or after December 17, 1997, (ii) the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be three percent (3%) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the Prior Bonds shall be as set forth in the fiscal agent agreement for the Prior Bonds; and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the Fiscal Agent Agreement, in the Official Statement for the Bonds and the closing certificates for the Bonds, including Bond Counsel fees and expenses, Underwriters' discount, printing costs for the Official Statement, escrow verification costs, initial fiscal agent fees, and costs of County staff and others incurred in connection with the sale and issuance of the Bonds and the refunding of the Prior Bonds. Section 2. The Board of Supervisors hereby approves the refunding of the Prior Bonds with the proceeds of the Bonds, in accordance with the provisions of the documents pursuant to which such Prior Bonds were sold and delivered and the Escrow Agreement, between the County and the fiscal agent for the Prior Bonds. The Board of Supervisors hereby approves the Escrow Agreement in the form presented to the Board of Supervisors at this meeting. The Board of Supervisors hereby authorizes each of the Authorized Officers, acting alone, to execute and deliver the Escrow Agreement for and in the name and on behalf of the County, in such form, together with any changes therein or additions thereto deemed advisable by the Authorized Officer executing such document upon consultation with Bond Counsel. The Board of -2- Supervisors hereby authorizes the delivery and performance by the County of the Escrow Agreement. Section 3. The Bond Purchase Contract between the County and the Underwriters, in the form presented to this meeting, is hereby approved. The Authorized Officers, are hereby authorized, for and in the name and on behalf of the County, to accept the offer of the Underwriters to purchase the Bonds contained in the Bond Purchase Contract and to execute and deliver the Bond,Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by the Authorized Officer executing such document upon consultation with Bond Counsel (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $6,000,000, or result in an underwriter's discount in excess of 3%, or in an initial true interest cost on the Bonds in excess of 7% per annum or cause the Bonds not to satisfy the requirements of the second or fourth paragraphs of Section 1 above), the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the County of the Bond Purchase Contract. The Board of Supervisors hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the purchase contract will result in a lower overall cost. Section 4. The Preliminary Official Statement, in the form presented to this meeting, is hereby approved. The Authorized Officers are hereby authorized, for and in the name and on behalf of the County, to execute and deliver a final Official Statement (the "Official Statement") in said form, with such additions thereto or changes therein as are recommended or approved by the Authorized Officer executing such document upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the County of said Official Statement. The Underwriters are hereby authorized to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver copies of the Official Statement to all actual purchasers of the Bonds. The Authorized Officers are hereby authorized to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and each Authorized Officer is authorized to so deem such statements final. Section S. The proposed continuing disclosure agreement (the "Disclosure Agreement") between the County and the Dissemination Agent named therein, in the form presented to this Board of Supervisors at this meeting, is hereby approved. The Authorized Officers are hereby authorized to execute and deliver the Disclosure Agreement in substantially said form, with such additions thereto or changes therein as are approved by the Authorized Officer executing such document upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Disclosure Agreement by the County. Section 6. The County hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 7. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds,when duly executed and authenticated, to the Underwriters in accordance -3- with written instructions executed on behalf of the County by one or more of the Authorized Officers, which instructions such officers are each h reby authorized, for and in the name and on behalf of the County, to execute and deliver to I the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriters or their designee in accordance with the purchase contract, upon payment of the purchase price therefor. Section 8. The law firm of Quint& Thimmig LLP is hereby designated as Bond Counsel to the County for the Bonds. The Authorized Officers are hereby authorized to execute an agreement with said firm for its services in connection with the Bonds, provided that the compensation payable to said firm is payable solely from the proceeds, and wholly contingent upon the issuance, of the Bonds. Section 9. All actions heretofore taken by the officers and agents of the County with respect to the establishment of the District and the sale and issuance of the Bonds and the refunding of the Prior Bonds are hereby approved, confirmed and ratified, and the proper officers of the County are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the Prior Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. Any document herein approved and executed and delivered by any one of the Authorized Officers shall be a valid and binding agreement of the County. Section 10. This resolution shall take effect from and after its adoption. I hereby certify that the foregoing Resolution was duly adopted by the Board of Supervisors of Contra Costa County, California, at a regularly scheduled meeting thereof, held on the 9th day of December, 1997,by the following vote of the Board: AYES: Supervisors Rogers, Uilkema, Gerber, DeSaulnier NOES: None ABSENT: Supervisor Canciamilla ATTEST: December 9, 1997 Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By: Deputy 4-