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HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-169 RESOLUTION NO. 98/ 169 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA A RESOLUTION APPROVING THE ISSUANCE BY THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY OF NOT TO EXCEED$29,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS (VARIOUS CAPITAL FACILITIES), 1998 REFUNDING SERIES A FOR THE REFUNDING AND DEFEASANCE OF THE COUNTY'S CERTIFICATES OF PARTICIPATION (VARIOUS CAPITAL PROJECTS),SERIES 1994,AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A FACILITY LEASE(VARIOUS CAPITAL FACILITIES),A LETTER OF INSTRUCTIONS AND A CONTINUING DISCLOSURE AGREEMENT;APPROVING FORM OF AND DISTRIBUTION OF THE OFFICIAL STATEMENT,OFFICIAL NOTICE OF SALE AND NOTICE OF INTENTION TO.SELL FOR SAID BONDS; ELECTING TO GUARANTEE THE LEASE PAYMENTS WITH MOTOR VEHICLE LICENSE FEES, AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY 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 Agreement"),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"Marks-Roos Local Bond Pooling Act of 1985") and the Joint Powers Agreement,the Authority is authorized to issue bonds for financing public capital improvements whenever there are significant public benefits; WHEREAS,pursuant to a Trust Agreement dated as of August 1, 1994 (the"1994 Trust Agreement"),among the Meridian Trust Company of California,the Contra Costa County Public Facilities Corporation(the"Corporation")and the County,the County has heretofore caused to be executed and delivered its Certificates of Participation(Various Capital Facilities),Series of 1994 (the"1994 Certificates"),in the aggregate principal amount of$23,090,000, for the acquisition and improvement of various County facilities(the"1994 Project"), WHEREAS,pursuant to a Facility Lease(Various Capital Facilities),dated as of August 1, 1994 ,by and between the Corporation and the County(the"1994 Facility Lease"),the Corporation has leased the 1994 Project to the County; WHEREAS, under the 1994 Facility Lease,the County is obligated to make base rental payments to the Corporation; DOCSSF 1:250102.2 40511-108 WHEREAS,the County was advised that in a favorable interest rate market, it was possible for the County to reduce the interest rates on its debt by the issuance of refunding bonds, thereby reducing the rent payable by the County under the 1994 Facility Lease for the lease of the 1994 Project or generate funds for other capital projects,resulting in significant public benefits; WHEREAS, this Board of Supervisors has heretofore determined that it would be in the best interest of the County to proceed with a lease revenue financing for the refunding of the outstanding 1994 Certificates and the financing of additional capital projects; WHEREAS, it is proposed that the County enter into a"Facility Lease(Various Capital Facilities)"(the"Facility Lease")with the Authority,which amends and restates the 1994 Facility Lease; WHEREAS, under the Facility Lease,the County would be obligated to make rental payments to the Authority; WHEREAS, it is further proposed that the Authority and BNY Western Trust Company, as trustee(the"Trustee"), enter into a trust agreement(the"Trust Agreement") acknowledged by the County,pursuant to which the Authority will issue not to exceed $29,000,000 aggregate principal amount of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Facilities), 1998 Refunding Series A(the"Bonds"), and will use the proceeds to defease the 1994 Certificates; WHEREAS, a form of Official Statement describing the Bonds and a form of Official Notice of Sale inviting bids to purchase the Bonds will be distributed to potential purchasers of the Bonds and a form of Notice of Intention to Sell the Bonds has been published in THE BOND BUYER; WHEREAS, a form of Continuing Disclosure Agreement and a form of Letter of Instructions are 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 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 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: ,tion 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. txCssr1:250102.2 2 40511-108 ecti n 2. The Board of Supervisors hereby approves the issuance of the Bonds by the Authority,in an aggregate principal amount of not to exceed$29,000,000 for the refunding and defeasance of the 1994 Certificates. Section 3,. 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 rental payments payable under the Facility Lease shall not exceed$29,000,000,the maximum annual base rental payments payable under the Facility Lease shall not exceed$2,000,000, the term of the Facility Lease(including any extensions)shall not exceed August 1, 2038 and the true interest cost("TIC")of the interest component of base rental payments payable under the Facility Lease shall not exceed eight percent(8%). 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 Financial Advisor,determines it is desirable to obtain municipal bond insurance. Section 4. The Board hereby elects,pursuant to Government Code Section 25350.55, to guarantee lease payments to be made by the County under the Facility Lease and authorizes and directs the County Administrator of the County 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 25350.55, the Board hereby appoints the Trustee for the Bonds as trustee. Section 5. The form of Trust Agreement by and between the Trustee and the Authority and acknowledged by 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 Financial Advisor, determines it is desirable to obtain municipal bond insurance for the Bonds. Section 6. The form of Official Statement describing the Bonds, on file with the Clerk of the Board of Supervisors, is hereby approved and the County Administrator or his designee is hereby authorized and directed to execute and deliver a final Official Statement is substantially said form with such additions, corrections and revision 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 purchasers of the Bonds copies of 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. The County Administrator or DOCSSCl:x30102.2 3 40311-108 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. SpWon 7. The form of proposed Official Notice of Sale inviting bids for the Bonds on file with the Clerk of the Board of Supervisors is hereby approved and adopted as the Official Notice of Sale inviting bids for the Bonds,with such additions, changes and corrections thereto as the County Administrator or his designee shall require or approve, such approval to be conclusively evidenced by the execution thereof. Section . The proposed form of Letter of Instructions, by and between the County, the Authority and the Trustee for the 1994 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 Instructions 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 proposed form of Continuing Disclosure Agreement, to be dated the date of issuance of the Bonds,by and among the County, the Authority 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 such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. action 10. 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 Director, Capital Facilities and Debt Management 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 and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Bonds, necessary and desirable to accomplish the transactions set forth above. L)OCssF1:250102.2 4 40511-rob 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. Section 12. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 14th day of April , 1998. Chaitty an of the Bc�rd of Supervisors Co of Contra Costa,California [Seal] ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By (1 0 1 "A � a —Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California c7aCsSF1:250102.2 5 40511-108 CLERK'S CERTIFICATE I, Ann Cervelli , Deputy Clerk and Li�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 14th day of April, 1998, 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 Uilkema, Gerber, DeSaulnier and Rogers NOES: None ABSENT: Supervisor Canciamilla An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street , 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. WITNESS my hand and the seal of the County of Contra Costa this 14th day of April, 1998. OLAtt [Seal] Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California Docssr,'1:x50102.2 6 4051 1-108