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HomeMy WebLinkAboutRESOLUTIONS - 01011997 - 97-404 / c;7, ( RESOLUTION NO. 97/404 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING FORINTS OF AND EXECUTION OF A SITE LEASE (CAPITAL PROJECTS PROGRAM), A FACILITY LEASE (CAPITAL PROJECTS PROGRAM), A TRUST AGREEMENT, A LETTER OF INSTRUCTIONS, A CONTRACT OF PURCHASE AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION (CAPITAL PROJECTS PROGRAM), SERIES OF 1997; APPROVING FORM OF AND DISTRIBUTION OF OFFICIAL STATEMENT FOR SAID CERTIFICATES OF PARTICIPATION; ELECTING TO GUARANTEE RENTAL PAYMENTS WITH MOTOR VEHICLE LICENSE FEES; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, this Board of Supervisors has heretofore determined that it would be in the best interest of the County of Contra Costa (the "County") to proceed with a certificate of participation financing for the refunding of outstanding Certificates of Participation (1991 County Buildings Acquisition Project) (the "Prior Certificates"), which were issued to finance the acquisition and renovation of certain county administration facilities, and to finance the acquisition of certain additional capital improvements; 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, it is proposed that the County enter into a "Site Lease (Capital Projects Program)" (the "Site Lease") and a "Facility Lease (Capital Projects Program)" (the "Facility Lease") with the Authority; WHEREAS, under the Facility Lease, the County would be obligated to make base rental payments to the Authority; sazrrsas.s WHEREAS, it is proposed that all rights to receive such base rental payments will be assigned without recourse by the Authority to First Trust of California, National Association, as trustee (the "Trustee"), pursuant to an agreement, entitled "Assignment Agreement" (the "Assignment Agreement"); WHEREAS, it is further proposed that the Authority, the County and the Trustee enter into a trust agreement (the "Trust Agreement"), pursuant to which said trustee will execute and deliver certificates of participation (the "1997 Certificates") in an amount equal to the aggregate principal components of such payments, each evidencing and representing a fractional undivided interest in such payments, and will use the proceeds to defease the Prior Certificates and finance the acquisition and construction of additional capital improvements; WHEREAS, this Board of Supervisors 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, a form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") is on file with the Clerk of the Board of Supervisors; WHEREAS, a form of Official Statement describing the 1997 Certificates is on file with the Clerk of the Board of Supervisors; WHEREAS, this Board has been presented with the form of each document hereinafter referred to relating to the 1997 Certificates, and the Board has examined and MM52s.3 2 approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Secticm 1. The County hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the County and that the statements, findings and determinations of the County set forth above are true and correct. Section 2. The form of Site Lease, on file with the Clerk of the Board of Supervisors, is hereby approved and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors 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. • ' n I The form of Facility Lease, on file with the Clerk of the Board of Supervisors, is hereby approved and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors 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 aggregate principal component of base M-V523.3 3 rental payments payable under the Facility Lease shall not exceed $40,000,000, the maximum annual base rental payments payable under the Facility Lease shall not exceed $4,500,000, the term of the Facility Lease (including any extensions) shall not exceed December 31, 2031 and the true interest cost ("TIC") of the interest component of base rental payments payable under the Facility Lease shall not exceed 7%. Among the changes authorized to be made to such Facility Lease are such changes as are necessary in the event the County Administrator 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 Trust Agreement by and among First Trust of California, National Association, as trustee, the Authority and the County, on file with the Clerk of the Board of Supervisors, is hereby approved. The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors 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 to be made to such Trust Agreement are such changes as are necessary in the event the County Administrator 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 8F2-`P7525.3 4 Certificates or other financing techniques as may be provided for in the Official Statement, or (ii) obtain municipal bond insurance. Section 5. The form of Letter of Instruction, by and between the County and the trustee for the Prior Certificates, on file with the Clerk of the Board of Supervisors, is hereby approved. The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors or their designees are hereby authorized and directed to execute and deliver the Letter of Instruction 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 6. The form of Purchase Contract by and among the Underwriters, the County and the Authority on file with the Clerk of the Board of Supervisors, is hereby approved. The County Administrator or his designee is hereby authorized and directed to 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 amount 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). 7. The form of Official Statement describing the 1997 Certificates, on file with the Clerk of the Board of Supervisors, is hereby approved. The County Administrator or his designee is hereby authorized and directed to execute and deliver a final Official Statement in substantially said form, with such additions thereto or changes therein as the County Counsel's Office may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriters are hereby authorized to distribute copies of the Official Statement to persons purchasing the 1997 Certificates and other interested parties. The distribution of the Preliminary Official Statement by the Underwriters is hereby authorized and approved. The County Administrator or his designee is hereby authorized and directed to execute a certificate confirming that the Preliminary Official Statement has been "deemed final" by the County for purposes of Securities and Exchange Commission Rule 15c2-12. Section . The execution and delivery, pursuant to the Trust Agreement, of not to exceed $401,000,000 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. Section 1 . The form of Continuing Disclosure Agreement by and between the County and the Trustee, on file with the Clerk of the Board of Supervisors, is hereby approved. The County Administrator or his designee is hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement in substantially said form, with saaM525.3 6 such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Seefign 11. The Board hereby elects, pursuant to Government Code Section 25350.55, to guarantee rental payments to be made by the County under the Facility Lease and authorizes and directs the County Administrator or his designee to notify the Controller of the State of California of such election, which notice shall include a schedule of lease payments to be made by the County under the Facility Lease and shall identify a trustee appointed by the County to effectuate the payment provisions pursuant to such guarantee. For purposes of effectuating the payment provisions pursuant to Government Code Section 25354.55, the Board hereby appoints the Trustee for the 1997 Certificates as trustee. Section 2. The officers of the County 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 Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors, the County Administrator, the Deputy Administrator of the County and the officers of the County are hereby authorized and directed to execute and deliver any and all certificates and representations, signature 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. 9FI--77323.3 7 melon 13. All actions heretofore taken by the officers and agents of the County with respect to the sale, execution and delivery of the 1997 Certificates are hereby approved and confirmed. Section 4. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 5th day of August, 1997. Chairman of the Board of Supervisors County of Contra Costa, California [Seal] ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By4.1 Dep y Clerk of the and of Supervisors of the County of Contra Costa, State of California SP2-77525.3 g CLERK'S CFFICATE I, Jeanne Mag 1 c Deputy Clerk and Chief Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 5th day of August, 1997, of which meeting all of the members of said Board of Supervisors 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 Rogers , Gerber , Canc.iamilla and DeSaulnier NOF,S: None ABSENT: Supervisor Uilkema An agenda of said meeting was posted at least 72 hours before said meeting at 6 5 1 P i n e S t., Martinez, 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. 81x•77325.3 WITNESS my hand and the seal of the County of Contra Costa this 5th day of August, 1997. 41 Dep�o Clerk of the Board of Supervisors of the County of Contra Costa, State of California [Seal] MM525.3 2