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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; DoCssF]:308164.5 1 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; DOCSS1:1.308164.5 2 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. DOCSSF 1:3081 ba.s $ 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