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HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-619 7D, 3 RESOLUTION NO. 22/619 OF THE BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $85,000,000 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (REFUNDING AND VARIOUS CAPITAL PROJECTS), 1999 SERIES A, APPROVING FORMS OF AND EXECUTION OF A FACILITY LEASE (VARIOUS.CAPITAL FACILITIES), A MASTER SITE LEASE, A TRUST AGREEMENT, 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 DOCUMENTS AND CERTIFICATES. WHEREAS, the County of Contra Costa (the "County") 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 "Joint Powers Agreement), which Joint Powers Agreement creates and establishes the County of Contra Costa Public Financing Authority (the "Authority'); 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 July 1, 1988 (the "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 the execution and delivery of the Contra Costa County 1988 Certificates of Participation (the "1988 Certificates'), in the aggregate principal amount of $61,690,000, for the refinancing of the costs of the acquisition and improvement of various County facilities(the"1988 Project'); and 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;and WHEREAS, under the 1988 Facility Lease, the County is obligated to make base rental payments to the Corporation;and WHEREAS,the Authority 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 providing for the financing of additional capital projects,resulting in significant public benefits; and DOCSS1:1:306169.5 WHEREAS, the 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 1988 Certificates and the financing of additional capital projects (the "1999 Project"), WHEREAS, in order to achieve such significant public benefits, the Authority desires to assist the County in refunding the 1988 Certificates and financing the 1999 Project by the issuance and sale of its County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A (the "Bonds"), pursuant to a Trust Agreement, dated as of February 1, 1999 (the "Trust Agreement"), between the Authority and U.S. Bank Trust National Association, as trustee(the"Trustee"); and 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 (the "Official Statement") describing the Bonds will be distributed to potential purchasers of the Bonds; and WHEREAS, pursuant to a Letter of Instructions to the Prior Trustee from the County and the Authority, dated as of February 1, 1999 (the "Letter of Instructions"), certain proceeds of the Bonds will be deposited into an escrow fund (the "Escrow Fund") and irrevocably pledged to repay the Base Rental under the 1988 Facility Lease; and WHEREAS, as consideration for such deposit in the Escrow Fund, the 1988 Project vests in the County; and 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 Bray Courthouse, the Social Services Building and a County Office Building to be acquired (the "Facilities") to the Authority in consideration for the Authority's financing of the 1999 Project; and WHEREAS, it is proposed that the Authority enter in a Facility Lease (Various Capital Facilities)with the County(the"Facility Lease"),pursuant to which it will lease back the Facilities to the County; and WHEREAS, under the Facility Lease, the County will be obligated to make base rental payments to the Authority which the Authority will use to pay debt service on the Bonds; and WHEREAS, all rights to receive such base rental payments will be pledged by the Authority to the Trustee under the Trust Agreement; and r>ocssrI:30816$.5 2 WHEREAS, this Board has been presented with the form of the Official Statement, and the proposed forms of the Facility Lease, the Trust Agreement, the Site Lease, 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 . The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section . The issuance and sale of the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A, in the aggregate principal amount of not to exceed$85,000,000,is hereby authorized and approved. Section . The proposed form of Master Site Lease, 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 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. Section 4. The proposed form of Facility Lease, 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. Section 5. The form of Trust Agreement, 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 to accommodate municipal bond insurance that the Executive Director or his designee,upon consultation with the Financial Advisor,determines it is desirable to obtain. Segligil 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 Secretary of the Board of Directors, is hereby approved. The Chair of the Board of Directors or the Executive Director of the Authority, or a designee of either, is hereby authorized and directed, for and in the name and on behalf of the Authority,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 DOCssFl:308168.5 3 substantially the form on file with the Secretary of the Board of Directors, 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; provided, 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 and one percent(1.0%). Section 7. The form of Preliminary Official Statement describing the Bonds, on file with the Secretary of the Board of Directors, is hereby approved. The Underwriter 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, the Underwriters, Bond Counsel, or the County Counsel's Office, and to supply the purchaser for 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 Chair of the Board of Directors or the Executive Director of the Authority, or a designee of either,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 Chair of the Board of Directors or the Executive Director of the Authority, 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 thereto or changes therein as the Financial Advisor, the Underwriters, County Counsel's Office or Bond Counsel,may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. ' tB. The proposed form of Letter of Instructions(the"Letter of Instructions"), from the County and the Authority to the Prior Trustee 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 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-2. The proposed form of Continuing Disclosure Agreement, dated as of February 1, 1999 (the "Continuing Disclosure Agreement"), by and between the County and the Trustee,on file with the Secretary of the Authority,is hereby approved. 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. If the Chair of the Board of Directors or the Secretary of the Board of Directors is unavailable for the execution of the documents authorized to be executed hereby, the Vice Chair or Assistant Secretary of the Board of Directors may execute said documents in lieu thereof. The Director, Capital Facilities and Debt Management, of the County is hereby authorized on behalf of the Authority to execute any Written Request or Certificate of the Authority appropriate or necessary to be delivered by the Authority under the Trust Agreement or other documents authorized hereunder. The Chair of the Board of Directors, DOCSSFI:308168.5 14 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 1988 Project to the County by the Corporation and the acceptance thereof, 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. Orrick, Herrington& Sutcliffe LLP, as bond counsel to the Authority, is hereby authorized, on behalf of the Authority, to file subscriptions for State and Local Government Securities as may be required in connection with the refunding of the 1988 Certificates. DOCSSFI:308168.5 5 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. Seclion . This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 8th day of December, 1998. AYES: Supervisors Uilkema, Gerber, beSaulnier, Canciamilla and Rogers NOES: None ABSENT: None ABSTAIN: None Chair of the oard of Ibirectors Secretary of the Board of Directors nocssri:308168.5 6 CERTIFICATE OF THE SECRETARY OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY I,Phil Batchelor Secretary of the County of Contra Costa Public Financing Authority (the "Authority), 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 December 8, 1998 of which meeting all of the members of said Authority had due notice. I fizrther 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 WITNESS WHEREOF, I have executed this certificate hereto as of this 8th day of December, 1998. By Secretary DOCSSF t:30816$.5