HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-618 RESOLUTION NO. 98/ 618
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
$85,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE
BONDS (REFUNDING AND VARIOUS CAPITAL PROJECTS), 1999 SERIES A
FOR THE FINANCING OF VARIOUS CAPITAL PROJECTS AND THE
REFUNDING AND DEFEASANCE OF THE COUNTY'S 1988 CERTIFICATES
OF PARTICIPATION, AUTHORIZING THE FORMS OF AND DIRECTING
THE EXECUTION AND DELIVERY OF A TRUST AGREEMENT, A
FACILITY LEASE (VARIOUS CAPITAL FACILITIES), A MASTER SITE
LEASE, A LETTER OF INSTRUCTIONS, A BOND PURCHASE CONTRACT
AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORM OF
AND DISTRIBUTION OF THE OFFICIAL STATEMENT FOR SAID BONDS;
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 July 1, 1988 (the "1988
Trust Agreement"), among U.S. Bank Trust National Association, as successor trustee (the "Prior
Trustee"), the Contra Costa County Public Facilities Corporation (the "Corporation") and the
County, the County has heretofore caused to be executed and delivered its 1988 Certificates'of
Participation (the "1988 Certificates"), in the aggregate principal amount of$61,690,000, for the
refinancing of the costs of acquisition and improvement of various County facilities (the "1988
Project");
WHEREAS,pursuant to a lease agreement,dated as of July 1, 1988,by and between
the Corporation and the County (the "1988 Facility Lease'), the Corporation has leased the 1988
Project to the County;
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WHEREAS, under the 1988 Facility Lease, the County is obligated to make base
rental payments to the Corporation;
WHEREAS, the County has been advised that in a favorable interest rate market, it
is 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 1988 Facility Lease or generating 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 bond financing for the
refunding of the outstanding 1988 Certificates and the financing of additional capital projects
including improvements to the Los Medanos health facility in Pittsburg, California, construction
of the Family Law Center in Martinez, California, acquisition and improvement of an office
building located at 2530 Arnold Drive in Martinez, California (the "County Office Building"),
improvements to the Antioch Social Services Building (the "Social Services Building") and a
portion of the County's match toward construction of juvenile detention facilities (the "1999
Project");
WHEREAS, it is further proposed that the Authority and U.S. Bank 'frust
National Association, 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 $85,000,000 aggregate principal amount of County of Contra Costa Public Financing
Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A (the
"Bonds"), and will use the proceeds and certain other funds to defease the 1988 Certificates and
to finance the 1999 Project;
WHEREAS, it is proposed that the County enter into a Master Site Lease (the
"Master Site Lease") pursuant to which it will lease the West County Detention Facility, the
County Office Building, the Bray Courthouse and the Social Services Building (the "Facilities")
to the Authority;
WHEREAS, it is proposed that the County enter into a "Facility Lease (Various
Capital Facilities)" (the "Facility Lease") pursuant to which it will lease back the Facilities from
the Authority;
WHEREAS, under the Facility Lease, the County would be obligated to make
rental payments to the Authority which the Authority will use to pay debt service on the Bonds;
WHEREAS, a public hearing regarding the proposed financing was conducted by
the County on December 8, 1998;
WHEREAS, notice of such hearing was published five days prior to such hearing in
a newspaper of general circulation in the County;
WHEREAS, an Official Statement describing the Bonds will be distributed to
potential purchasers of the Bonds;
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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
WHEREAS, the County expects to finance the costs of the 1999 Project on a fax-
exempt basis;
WHEREAS, the County expects to pay certain expenditures (the"Reimbursement
Expenditures") in connection with the 1999 Project prior to the issuance of indebtedness for the
purpose of financing costs associated with the 1999 Project on a long-term basis;
WHEREAS,the County reasonably expects that debt obligations in an amount not
expected to exceed $85,000,000 will be issued and that certain of the proceeds of such debt
obligations will be used to reimburse the Reimbursement Expenditures; and
WHEREAS, Section 1.150-2 of the Treasury Regulations requires the County to
declare its reasonable official intent to reimburse prior expenditures for the 1999 Project with
proceeds of a subsequent borrowing;
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the
County of Contra Costa, as follows:
Section 1. The foregoing recitals are true and correct.
Section 2. This resolution is made for purposes of establishing compliance with
the requirements of Section 1.150-2 of the Treasury Regulations. The County hereby declares its
official intent to use proceeds of indebtedness to reimburse itself for Reimbursement
Expenditures.
Section 3. 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 and
that the issuance of the Bonds by the Authority and the financing of the 1999 Project will result
in demonstrable savings in effective interest rate, bond preparation, bond underwriting or bond
issuance costs producing significant public benefits.
Section 4. The Board of Supervisors hereby approves the issuance of the Bonds by
the Authority,in an aggregate principal amount of not to exceed$85,000,000 for the refunding and
defeasance of the 1988 Certificates and the financing of the 1999 Project.
Section 5. The form of Master Site Lease, on file with the Clerk of the Board of
Supervisors, is hereby approved, and the Chair of the Board of Supervisors ("the "Chair") or the
Vice Chair of the Board of Supervisors (the "Vice Chair") and the Clerk of the Board of
DOCSSFI:308164.5 3
Supervisors (the "Clerk") or any Deputy Clerk of the Board of Supervisors (the "Deputy Clerk")
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; pEg3dded, however,
that the term thereof shall not exceed June 15,2049.
Section 6. The form of Facility Lease, on file with the Clerk, is hereby approved,
and the Chair or the Vice Chair and the Clerk or the Deputy Clerk 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 maximum annual
base rental payments payable under the Facility Lease shall not exceed $7,000,000 and the term
of the Facility Lease (including any extensions) shall not exceed June 1, 2049. 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 7. The form of Trust Agreement by and between the Trustee and the
Authority and acknowledged by the County, on file with the Clerk, is hereby approved. The
Chair or the Vice Chair and the Clerk or the Deputy Clerk 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.
action 8. The form of Official Statement describing the Bonds, on file with the
Clerk, is hereby approved and the County Administrator or the Director, Capital Facilities and
Debt Management, or a designee of either, is hereby authorized and directed to execute and
deliver a final Official Statement in substantially said 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 Counsel's Office. 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, 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 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 9. The proposed form of Bond Purchase Contract (the "Bond Purchase
Contract") among the Authority, the County and Bear, Stearns & Co., Inc., as representative of
the underwriters (the "Underwriters"), on file with the Clerk, is hereby approved and the County
Administrator or the Director, Capital Facilities and Debt Management, or a designee of either, is
hereby authorized and directed, for and in the name and on behalf of the County, to accept the
offer of the Underwriters to purchase the Bonds as reflected in the Bond Purchase Contract; and
to execute and deliver the Bond Purchase Contract in substantially the form on file with the
DOCSSF1:308164.5 4
Clerk of the Board of Supervisors, with such additions, deletions or changes therein as such
officer determines are necessary or appropriate and are approved by such officer, such approval
to be conclusively evidenced by the execution and delivery of the Bond Purchase Contract;
rod vided, that the interest rate on the Bonds shall not exceed a true interest cost of seven percent
(7%) per annum and the underwriting discount (excluding any original issue discount) shall not
exceed one percent(1.%).
Section 10. The proposed form of Letter of Instructions, by and between the
County, the Authority and the Prior Trustee, on file with the Clerk, is hereby approved. The
Chair or the Vice Chair and the Clerk or the Deputy Clerk 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 11. 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, 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.
Section 12. 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, including, but not limited to, executing or
accepting all deeds, termination agreements or other documents related to the defeasance of the
1988 Certificates and the clarification of title to the 1988 Project. The Chair, the Vice Chair, the
Clerk, the Deputy Clerk, 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.
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Section 13. 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 14. This Resolution shall take effect from and after its date of adoption.
PASSED AND ADOPTED this 8th day of December, 1998.
Chair of the Board of Sopervisors,,r�
County of Contra Costa, Californiaf
[Seall
ATTEST: Philip J. Batchelor, Clerk of the
Board of Supervisors and County Administrator
BY cil ..
a
Deputy lerk of the Board of
Supervisors of the County of
Contra Costa, State of California
DOC'SSFI:308164.5 6
CLERK'S CERTIFICATE
I, Ann Cervelli , Deputy 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 8th day of December, 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, UeSaulnier, Canciamilla and Rogers
NOES: None
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 8th day of
December, 1998.
JA140 1 .)a
--�4
[Seal] Deputy Clerk of the Board of Supervisors
of the County of Contra Costa,
State of California
DOCssF1:308164.5