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HomeMy WebLinkAboutRESOLUTIONS - 01011997 - 97-371 C, RESOLunoN NO. �} ?I OF THE BOARD OF DIRECT S OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCE AUTHORITY RESOLUTION APPROVING FORMS OF AND EXECUTION OF A SITE LEASE (CAPITAL PROJECTS PROGRAM), A FACILITY LEASE (CAPITAL PROJECTS PROGRAM), A TRUST AGREEMENT, AN ASSIGNMENT AGREEMENT WITH ABAG FINANCE CORPORATION, AN ASSIGNMENT AGREEMENT WITH THE TRUSTEE AND A CONTRACT OF PURCHASE; APPROVING EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION (CAPITAL PROJECTS PROGRAM), SERIES OF 1997; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, $23,980,000 aggregate principal amount of certificates of participation (the "Prior Certificates") were executed and delivered pursuant to a Trust Agreement, dated as of February 1, 1991, by and among the County of Contra Costa (the "County"), ABAG Finance Corporation (the "Corporation") and First Trust of California, National Association, as successor trustee (the "Prior Trustee"), for the purpose of financing the acquisition and renovation of certain buildings for use by the County (the "1991 Project"), WHEREAS, pursuant to a site and facility lease, dated as of February 1, 1991 (the "Prior Site Lease"), between the County and the Corporation, the County leased real property (the "1991 Demised Premises") on which the 1991 Project was located to the Corporation; WHEREAS, pursuant to a lease agreement, dated as of February 1, 1991 (the "Prior Facility Lease"), between the Corporation and the County, the Corporation leased the 1991 Demised Premises and the 1991 Project to the County; sF M59o.3 .... ............. .... . WHEREAS, pursuant to an assignment agreement, dated as of February 1, 1991, between the Corporation and the Prior Trustee, the lease payments to be made by the County under the Prior Facility Lease (the "Prior Base Rental") were assigned to the Prior Trustee to pay the principal and interest represented by the Prior Certificates; WHEREAS, the County of Contra Costa Financing Authority (the "Authority") has been created for the purpose, among others, of assisting in the financing of public capital improvements; WHEREAS, the Authority desires to assist the County in refinancing the Prior Certificates and in financing the acquisition and renovation of certain additional capital improvements by causing the execution and delivery of Certificates of Participation (Capital Projects Program), Series of 1997 (the "1997 Certificates"); WHEREAS, pursuant to the Letter of Instructions to the Prior Trustee, dated as of August 1, 1997, certain proceeds of the 1997 Certificates will be deposited into an escrow fund (the "Escrow Fund") and irrevocably pledged to repay the Prior Base Rental and the Prior Certificates; WHEREAS, as consideration for such deposit in the Escrow Fund, the Corporation and Prior Trustee will assign all of their rights, title and interest in the Prior Site Lease and Prior Facility Lease (other than the right, title and interest in the Prior Base Rental to be paid from the Escrow Fund) to the Authority; WHEREAS, the Authority and County desire to continue to lease the 1991 Demised Premises, together with certain additional real property described in Exhibit A - Part 11 thereto (collectively, the "Demised Premises") pursuant to the terms of the Site Lease (Capital Projects Program) (the "Site Lease"), which amends and restates in its entirety the sr IM59o.s 2 Prior Site Lease, and to continue to lease the Demised Premises and the 1991 Project, together with certain additional facilities described in Exhibit B.- Part H hereto (collectively, the "Project Phase I") pursuant to the terms of the Facility Lease (Capital Projects Program) (the "Facility Lease"), which amends and restates in its entirety the Prior lRacility Lease; WHEREAS, under the Facility Lease, the County will be obligated to make base rental payments to the Authority for the lease of the Project Phase I; WHEREAS, all rights to receive such base rental payments will be assigned without recourse by the Authority to First Trust of California, National Association (the "Trustee"), as trustee pursuant to an agreement, entitled "Trust Agreement" (the "Trust Agreement"); and WHEREAS, this Board of Directors hereby determines that it would be in the best interest of the County for the Authority and the County to enter into an agreement entitled "Contract of Purchase" (the "Purchase Contract"), pursuant to which PaineWebber Incorporated and Morgan Stanley & Co. Incorporated (the "Underwriters") will purchase the 1997 Certificates; WHEREAS, this Board has been presented with the form of each document referred to relating to the 1997 Certificates, 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; and WHEREAS, the Authority has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinaftr authorized; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the County of Contra Costa Public Finance Authority, as follows: SOQfiM . The form of Site Lease, on file with=the Secretary of the Board of Directors, is hereby approved and the Chair of the Board of Directors and the Secretary of the Board of Directors or their designees are hereby authorized and directed to execute and deliver the 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; provided, however, that the term of the Site Lease (including any extensions), shall not exceed December 31, 2031. Scgfim 2. The form of Facility Lease, on file with the Secretary of the Board of Directors, is hereby approved and the Chair of the Board of Directors and the Secretary of the Board of Directors or their designees are hereby authorized and directed to execute and deliver the 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; provided, however, that the term of the Facility Lease (including any extensions) shall not exceed December 31, 2031. Sectign The form of Trust Agreement by and among First Trust of California, National Association, as trustee, the Authority and the County, on file with the Secretary of the Beard of Directors, is hereby approved. The Chair of the Board of Directors and the Secretary of the Board of Directors or their designees are hereby authorized and directed to execute and deliver the Trust Agreement 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 SMV594.3 4 to be made to such Trust Agreement are such changes as are necessary in the event the Executive Director or his designee, upon consultation with the Underwriters, determines it is desirable to (i) accommodate one or more of the methods or modes of determining the principal and interest components of the Base Rental Payments represented by the 1997 Certificates or other financing techniques as may be provided for in the Official Statement, or (ii) obtain municipal bond insurance. Section 4. The form of Assignment Agreement, by and among the Authority, the trustee for the Prior Certificates and ABAG Finance Corporation, on file with the Secretary of the Board of Directors, is hereby approved. The Chair of the Board of Directors and the Secretary of the Board of Directors or their designees are hereby authorized and directed to execute and deliver the Assignment Agreement 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. SCgjjgn The form of Assignment Agreement, by and between the Authority and the Trustee, on file with the Secretary of the Board of Directors, is hereby approved. The Chair of the Board of Directors and the Secretary of the Board of Directors or their designees are hereby authorized and directed to execute and deliver the Assignment Agreement 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. Section . The form of Purchase Contract by and among the Underwriters, the County and the Authority on file with the Secretary of the Board of Directors, is hereby approved. The Executive Director or his designee is hereby authorized and directed to SMV5sa.s 5 execute and deliver the Purchase Contract 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 and pursuant thereto to sell not to exceed $40,000,000 aggregate principal mount of 1997 Certificates to the Underwriters for the purchase price set forth in the Purchase Contract, said price to be not less than the principal amount represented by the 1997 Certificates less an underwriting discount of not exceeding .411% of the principal amount of 1997 Certificates (exclusive of any original issue discount or premium). Section 7. The execution and delivery, pursuant to the Trust Agreement, of not to exceed $40,000,000 aggregate principal amount of the County of Contra Costa, California, Certificates of Participation (Capital Projects Program), Series of 1997, evidencing and representing fractional undivided interests in the rights to receive base payments payable by the County pursuant to the Facility Lease, payable in the years and in the amounts with interest components with respect thereto as specified in the Trust Agreement as executed, is hereby authorized and approved. The sale of the 1997 Certificates to the Underwriters pursuant to the terms and conditions of the Purchase Contract is hereby approved. E. 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. The Chair of the Board of Directors, the Secretary of the Board of Directors, the Executive Director of the Authority or their designees and the officers of the Authority be and they are hereby authorized and directed to execute and deliver any and all certificates and representations, signature ev,nn9o.3 6 . .... .......... .. ....................... . . certificates, no-litigation certificates, tax and rebate certificates, the letter of representations to The Depository Trust Company and certificates concerning the contents-of the Official Statement distributed in connection with the sale of the-1997 Certificates, necessary and desirable to accomplish the transactions set forth above. Scgdm 9. All actions heretofore taken by the officers and agents of the Authority with respect to the sale, execution and delivery of the 1997 Certificates are hereby approved and confirmed. sF2-77590.3 7 Section 1 This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 5th day of August, 1997. . hair of the Board of Directors Dp- Secretary of the Board of Directors