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HomeMy WebLinkAboutRESOLUTIONS - 01012000 - 2000-487 BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 2000/48j RESOLUTION APPROVING THE ISSUANCE BY THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY OF NOT TO EXCEED $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES A FOR THE FINANCING OF VARIOUS CAPITAL PROJECTS, AUTHORIZING THE FORDS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST AGREEMENT, A FIRST AMENDMENT TO FACILITY LEASE, A FIRST AMENDMENT TO MASTER SITE LEASE, AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL NOTICE OF SALE AND THE OFFICIAL STATEMENT FOR SAID BONDS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the County of Centra 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 and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing public capital improvements whenever there are significant public benefits; WHEREAS, the Authority has heretofore issued the Authority's Lease Revenue Bands (Refunding and Various Capital Projects), 1999 Series A {the "1999 Series A Bonds"} in order to finance and refinance capital projects for the County; WHEREAS, this Board of Supervisors hereby determines that it is in the best interest of the County for the Authority to issue lease revenue bonds to finance additional capital projects including improvements such as (i)the completion of the Family Law Center and associated parking at 1111 Ward Street, Martinez, (ii)the construction of a new Employment and Human Services Building in Antioch, and (iii)the construction of tenant improvements at Los Medanos Health Center in Pittsburg(collectively,the"2001 Series A Project"); WHEREAS, it is further proposed that the Authority and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"), enter into a first supplemental trust agreement (the `First Supplemental Trust Agreement") acknowledged by the County, which will supplement and amend the Trust Agreement dated as of February 1, 1999 (the "Trust Agreement") and, pursuant to the Trust Agreement and First Supplemental Trust Agreement, the DOCSSF1:474104.3 1 Agreement") and,pursuant to the Trust Agreement and First Supplemental Trust Agreement, the Authority will issue not to exceed $25,000,000 aggregate principal amount of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A (the "Bonds") on a parity with the 1999 Series A Bonds, and .will use the proceeds to finance the 2001 Series A Project, fund a reserve fund and pay costs of issuance associated with such bonds; WHEREAS, it is proposed that the County enter into a First Amendment to Master Site Lease (the "First Amendment to Site Lease") pursuant to which it will lease the County office building located at 2530 Arnold Drive, Martinez (the "Summit Centre Building") to the Authority in addition to the facilities currently leased under the Master Site Lease dated as of February 1, 1999 between the County and the Authority; WHEREAS, it is proposed that the County enter into a First Amendment to Facility Lease (the "First Amendment to Facility Lease") pursuant to which it will lease back the Summit Centre Building from the Authority in addition to the facilities currently leased pursuant to the Facility Lease (Various Capital Projects) dated as of February 1, 1999 between the Authority and the County; WHEREAS, under the First Amendment to Facility Lease, the County would be obligated to make additional base rental payments to the Authority which the Authority will use to pay debt service on the Bonds and the portion of such additional base rental allocable to the completion of the Family Law Center, a"Courts Project"under the Facility Lease,will be secured by a pledge of the"Courthouse Funds"as defined in the Facility Lease; WHEREAS, in accordance with the requirements of Government code Section 6586.5, a public hearing regarding the proposed financing was conducted by the County on October 17,2000; WHEREAS, notice of such hearing was published at least five days prior to such hearing in a newspaper of general circulation in the County; WHEREAS, C.M. de Crinis& Co., Inc., is acting as financial advisor (the "Financial Advisor") to the County and the Authority and Orrick, Herrington & Sutcliffe LLP is serving as bond counsel ("Bond Counsel") to the County and the Authority in connection with the financing; WHEREAS, the Financial Advisor has assisted the County and the Authority in the preparation of an Official Statement describing the Bonds which will be distributed to potential purchasers of the Bonds; 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; DOGSSF1:474104.3 2 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 2001 Series A Project on a tax- exempt basis; 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 and this Board so finds and determines. ection 2. 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 2001 Series A Project will result in demonstrable savings in effective interest rate,bond preparation,bond underwriting or bond issuance costs producing significant public benefits. Section 3. The Board of Supervisors hereby requests and approves the issuance of the Bonds by the Authority, in an aggregate principal amount of not to exceed $25,000,000 for the financing of the 2001 Series A Project. Section 4. The form of First Amendment to Site Lease, on file with the Clerk of the Board of Supervisors, is hereby approved, and the Chair of the Board of Supervisors or the Vice Chair of the Board of Supervisors or the County Administrator of the County and the Clerk of the Board of Supervisors (the "Clerk") or any Deputy Clerk of the Board of Supervisors or any designee of such officials (the "Authorized Signatories") are hereby authorized and directed to execute and deliver the First Amendment to 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; provided, however, that the term thereof shall not exceed June 15,2049. Section 5. The form of First Amendment to Facility Lease, on file with the Clerk, is hereby approved, and any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the First Amendment to 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; rov`c c , however. that the maximum additional annual base rental payments payable under the First Amendment to Facility Lease shall not exceed $3,000,000 and the term of the First Amendment to Facility Lease (including any extensions) shall not exceed June 1, 2049. Among the changes authorized to be made to such First Amendment to 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 6. The form of First Supplemental Trust Agreement by and between the Trustee and the Authority and acknowledged by the County, on file with the Clerk, is hereby Docssrr:474104.3 3 approved. Any one of the Authorized Signatories is hereby authorized and directed to execute and deliver the First Supplemental Trust 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. Among the changes authorized to be made to such First Supplemental 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 or a reserve facility for the Bonds or for the Authority to enter into an interest rate swap or other hedging product in connection with the Bonds. Section 7. The form of Preliminary Official Statement describing the Bonds, on file with the Clerk, is hereby approved and the County Administrator or his designee, 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 for the Bonds. The County Administrator or the Director, Capital Facilities and Debt Management, or a designee of either, 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 8. The form of proposed Official Notice of Sale inviting bids for the Bonds on file with the Clerk is hereby approved and adopted as the Official Notice of Sale 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. The Clerk is hereby authorized to cause to be published a notice of the proposed sale of the Bonds as required by law. ec•ti n . The proposed form of Continuing Disclosure Agreement, to be dated the date of issuance of the Bonds, by and among the County and the Trustee, on file with the Clerk, is hereby approved. Any of the Authorized Signatories are 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. Sgction 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, including, but not limited to, executing and delivering 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. The Authorized Signatories, the Director, Capital Facilities and Debt Management of the County and other appropriate officers of the County are hereby authorized and directed to execute and deliver any and all certificates, instructions as to investments,written tiocssFI:474104.3 4 requests and other certificates necessary or desirable to administer the Bonds or leases, pay costs of issuance or to accomplish the transactions contemplated herein. 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 jZth day of oc tuber , 2000. Chair of the Board of upervisors County of Contra California [Seal] ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator BY- OJI-4 -00 .110, Depu Jerk of the Board of Supervisors of the County of Contra Costa, State of California oocssri:474104.3 5 CLERK'S CERTIFICATE The undersigned, Deputy Clerk of the Board of Supervisors of the County of Centra Costa,hereby certifies 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 1 7t-13day of nctc�kwY , 2000, 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 Gioia, Uilkema, DeSaulnier, Canciamilla and Gerber ABSENT: None NOES: None ABSTAIN: None An agenda of said meeting was posted at least 96 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 thisl7th day of October ,2000. [Seal] Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State,of California oocssrt: 74104.3