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HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-170 RESOLUTION NO, 98/170 OF THE BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $29,000,000 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL FACILITIES), 1998 REFUNDING SERIES A; APPROVING FORMS OF AND EXECUTION OF A FACILITY LEASE (VARIOUS CAPITAL FACILITIES), A TRUST AGREEMENT, A LETTER OF INSTRUCTIONS AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORMS OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT FOR THE SALE OF SAID BONDS, OFFICIAL NOTICE OF SALE AND NOTICE OF INTENTION TO SELL SAID BONDS; DELEGATING TO EXECUTIVE DIRECTOR OF THE AUTHORITY OR HIS DESIGNEE AUTHORIZATION TO AWARD BID FOR SAID BONDS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES. WHEREAS, the County of Contra Costa(the"Count)and the County of Contra Costa Redevelopment Agency(the"Agency)have heretofore executed a Joint Exercise of Powers Agreement, dated as of April 7, 1992(the`Uoint Powers Agreement'),which Joint Powers Agreement creates and establishes the County of Contra Costa Public Financing Authority(the"Authorit); and 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; and WHEREAS, pursuant to a Trust Agreement dated as of August 1, 1994 (the"Trust Agreement), among the Meridian Trust Company of California,the Contra Costa County Public Facilities Corporation(the"Corporatiorl)and the County,the County has heretofore caused the execution and delivery of the Contra Costa County 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); and 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 Leasd),the Corporation has leased the 1994 Project to the County; and WHEREAS,under the 1994 Facility Lease, the County is obligated to mare base rental payments to the Corporation; and WHEREAS, the Authority has been advised that a favorable interest rate market, would make it 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 provide for the financing of additional capital projects and resulting in significant public benefits; and nocssFl:250118.2 l. 40511-108 WHEREAS, in order to achieve such significant public benefits, the Authority desires to assist the County in refunding the 1994 Certificates by the issuance and sale of its County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Facilities), 1998 Refunding Serres A (the`Bonds), pursuant to a Trust Agreement, dated as of May 1, 1998, between the Authority and BNY Western Trust Company, as trustee(the`Trusted), and 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 or will be published in THE BOND BUYER; and WHEREAS, pursuant to a Letter of Instructions to the 1994 Trustee from the County and the Authority, dated as of May 1, 1998, certain proceeds of the 1994 Certificates will be deposited into an escrow fund (the`Escrow Fund)and irrevocably pledged to repay the Base Rental under the 1994 Facility Lease; and WHEREAS, as consideration for such deposit in the Escrow Fund, the Corporation and 1994 Trustee will convey and assign all of their rights, title and interest in the 1994 Project and the 1994 Facility Lease (other than the right, title and interest in the Base Rental to be paid from the Escrow Fund) to the Authority; and WHEREAS, it is proposed that the Authority enter in a Facility Lease (Various Capital Facilities) with the County (the`Facility Leasd),which will amend and restate the 1994 Facility Lease; and WHEREAS, under the Facility Lease, the County will be obligated to make base rental payments to the Authority for the lease of the 1994 Project; and WHEREAS, all rights to receive such base rental payments will be pledged by the Authority to the Trustee under the Trust Agreement; and WHEREAS, this Board has been presented with the forms of the Official Statement, the Official Notice of Sale and the Notice of Indention to Sell, and the proposed forms of the Facility Lease, the Trust Agreement,the Letter of Instructions and a Continuing Disclosure Agreement; 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 hereinafter authorized; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the County of Contra Costa Public Financing Authority, as follows: Section 1. The foregoing recitals are true and correct and the Authority hereby so finds and determines. UOCSS 1:250118.2 40511-108 2 ns Section 2. The issuance and sale of the County of Contra Costa Public Financing Authority Lease Revenue Bonds(Various Capital Facilities), 1998 Series A, in the aggregate principal amount of not to exceed$29,000,000, is hereby approved and ratified . Section 3. The proposed form of Facility Lease, dated as of May 1, 1998 (the `Facility Leasd), by and between the Authority and the County, 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 August 1, 2038. Section . The form of Trust Agreement by and between BNY 'Western Trust Company, as trustee, and the Authority, and acknowledged by the County, 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 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 Executive Director or his designee, upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond insurance. Section 5. The form of Preliminary Official Statement describing the Bonds, on file with the Secretary of the Board of Directors, is hereby approved. The Financial Advisor is hereby authorized and directed to cause to be supplied to prospective purchasers of the Bonds copies of a preliminary official statement in such 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 Counsers Office, and to supply the purchaser for the Bonds with copies of final official statement, completed to include, among other things,the interest rate or rates, and final sale information. The Executive Director of the Authority, or his designee, is authorized to certify on behalf of the Authority that the preliminary form of the official statement is deemed final as of its date,within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934(except for the omission of certain pricing, rating and related information as permitted by said Rule). The Executive Director of the Authority, 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 Financial Advisor, County Counsel's Office or Bond Counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. ection 6. The form of proposed Official Notice of Sale inviting bids for the Bonds on file with the Secretary of the Board of Directors 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 Executive Director of the Authority or his designee shall require or approve, such approval to be conclusively evidenced by the execution thereof Sealed proposals shall be received up to the hour of 10:00 a.m. California time on April 22, 1998, or on such other date as shall be selected by the Executive Director of the Authority or his designee, for the purchase of the Bonds. UOCs3F1:250118.2 40511-108 3 The Executive Director of the Authority or his designee is hereby authorized to accept the best responsive bid, so long as such bid shall provide a true interest cost to the Authority of not to exceed eight percent(8%) per annum, and the price to be paid to the Authority for the Bonds shall not be less than the par value thereof, less a discount of not to exceed two percent(2%), or to reject all bids, and if such true interest cost and price are acceptable, the Executive Director of the Authority or his designee is hereby authorized and directed to accept, on behalf of the Authority, the best responsive bid. The Financial Advisor is hereby authorized and directed to cause to be distributed to prospective bidders for the Bonds copies of said Official Notice of Sale, subject to such corrections, revisions or additions as may be acceptable to the Executive Director of the Authority. Section . The form of Notice of Intention to Sell, on file with the Secretary of the Board of Directors, is hereby adopted, ratified and approved as the Notice of Intention to Sell, and was or is to be published once at least fifteen days before the date of sale in THE BOND BUYER. Section 8. The proposed form of Letter of Instructions, dated as of May 1, 1998 (the `Letter ofInstructiong),from the County and the Authority to BYN Western Trust Company, on file with the Secretary of the Authority, 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 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 9. The proposed form of Continuing Disclosure Agreement, dated as of the date of issuance of the Bonds(the"Continuing Disclosure Agreement),by and among the Authority, the County and the Trustee, on file with the Secretary of the Authority, 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 Continuing Disclosure 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 10. The officers of the Authority are hereby authorized and directly,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 certificates, no-litigation certificates, tax and rebate certificates, any documents relating to the conveyance of the 1994 Project to the Authority by the Corporation, 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. Section 11. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds are hereby approved and confirmed. Section 12. This Resolution shall take effect from and after its date of adoption. DOCSSF1:254118.2 40511-108 PASSED AND ADOPTED this 14th day of April, 1998, by the following vote: AYES: Supervisors Uilkema, Gerber, DeSaulnier, and Rogers NOES: None ABSENT: Supervisor Canciamilla ABSTAIN: None -T Chair ofth�poard of Directors Secretary of the Board of Directors CERTIFICATE OF THE SECRETARY OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY I,R17.1 Baal Secretary of the County of Contra Costa Public Financing Authority(the"Authorit j hereby certify that the foregoing is a full,true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of said Authority duly and regularly held in Martinez, California, on April 14, 1998 of which meeting all of the members of said Authority had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office;that said copy is a full,true and correct copy of the original resolution adopted at said meeting and entered in said minutes;and that said resolution has not been amended, modified,rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Martinez, California,freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN NkTI'NESS VTMR.EOF, I have executed this certificate hereto as of this 14thday of APRIL , 1998. By �- Secretary DOCSSFI 130118.7 40511.1{18