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HomeMy WebLinkAboutRESOLUTIONS - 01012001 - 2001-47 BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 2001147 RESOLUTION APPROVING THE ISSUANCE BY THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY OF ADDITIONAL NOT TO EXCEED $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES B FOR THE FINANCING OF THE MARTINEZ HEALTH CENTER, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST AGREEMENT, A SECOND AMENDMENT TO FACILITY LEASE, A SECOND 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 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 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 $74,685,000 of the Authority's Lease Revenue Bonds (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, the Authority has heretofore issued $18,030,000 of the Authority's Lease Revenue Bonds (Various Capital Projects), 2001 Series A (the "2001 Series A 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 "2041 Series A Project"); WHEREAS, this Board of Supervisors hereby determines that it is in the best interest of the County for the Authority to issue additional lease revenue bonds to finance the Martinez Health Center and related facilities, including demolition, site preparation, utility relocations, and parking (the "Health Center Project"); DOCSSFI:490499.3 40511-119-MAC 1 J(} 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 supplemental trust agreement (the "Second Supplemental Trust Agreement") acknowledged by the County, which will further supplement and amend the Trust Agreement dated as of February 1, 1999 (the "Trust Agreement") and, pursuant to the Trust Agreement and the Second Supplemental Trust Agreement, the Authority will issue up to an additional $25,000,000 aggregate principal amount of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series B (the "Bonds") on a parity with the 1999 Series A Bonds and the 2001 Series A Bonds, and will use the proceeds to finance the Health Center Project, fund a reserve fund and pay costs of issuance associated with such bonds; WHEREAS, it is proposed that the County enter into a Second Amendment to Master Site Lease (the "Second Amendment to Site Lease") pursuant to which it will lease the clinical/public health lab on the Contra Costa County Medical Center campus (the "Medical Lab Property") to the Authority in addition to the facilities currently leased under the Master Site Lease, dated as of February 1, 1999, as amended,between the County and the Authority; WHEREAS, it is proposed that the County enter into a Second Amendment to Facility Lease (the "Second Amendment to Facility Lease") pursuant to which it will lease back the Medical Lab Property from the Authority in addition to the facilities currently leased pursuant to the Facility Lease (Various Capital Projects), dated as of February 1, 1999, as amended, between the Authority and the County; WHEREAS, under the Second 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 with respect to the portion of such additional base rental allocable to the Health Center Project, the County will seek supplemental Medi-Cal reimbursement pursuant to California Welfare and Institutions Code Section 14085.5, to the extent applicable, and will pledge such reimbursement to such base rental payments in the Facility Lease as required by said statute; 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 February 6,2001; 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, Sperry Capital, 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 and an Official Notice of Sale describing the terms of sale of the Bonds, which will be distributed to potential purchasers of the Bonds; DOCSSFI:490499.3 40511-119-MAC 2 WHEREAS, due to the location of the Medical Lab Property, certain amendments (the "Merrithew Amendments") to the documents relating to the County's Certificates of Participation (Merrithew Memorial Hospital Replacement Project), Refunding Series of 1997 (the "Certificates") may be prepared in order to release the Medical Property from any encumbrances and make it available to lease pursuant to the Second Amendment to Site Lease; WHEREAS, this Board has been presented with the form of each document referred to herein 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 Health Center 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. Section 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 Health Center 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 Health Center Project. Section 4. The form of Second 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 Second 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 Second 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 Second Amendment to Facility Lease in substantially said DOCSSFI:490499.3 40511-119-MAC 3 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 additional annual base rental payments payable under the Second Amendment to Facility Lease and allocable to the Health Center Project shall not exceed $3,000,000 and the term of the Second Amendment to Facility Lease (including any extensions) shall not exceed June 1, 2049. Among the changes authorized to be made to the Second 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 Second Supplemental Trust Agreement by and between the Trustee and the Authority and acknowledged by the County, on file with the Clerk, is hereby approved. Any one of the Authorized Signatories is hereby authorized and directed to execute and deliver the Second 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 the Second 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 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, 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. Section 9. 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 DOCSSFI:490499.3 40511-119-MAC 4 LA/1� changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 10. The Board hereby authorizes and approves the execution and delivery of the proposed Merrithew Amendments, should such amendments be necessary to clarify title to the Medical Lab Property. Any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the Merrithew Amendments on behalf of the County. Such officers are hereby further authorized to take such actions and execute such contracts and certificates as are necessary to comply with documents relating to the Certificates, including filing continuing disclosure certificates and notices as appropriate. Section 11. The Board hereby authorizes the County Administrator or his designee on behalf of the County to enter into or approve the Authority's execution and delivery of one or more investment agreements providing for the investment of moneys in the funds and accounts created under the Trust Agreement, as the County Administrator or his designee deems appropriate (collectively, the "Investment Agreement"). The Board hereby finds and determines pursuant to Government Code section 5922, that the Investment Agreement will reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to such agreement. The County Administrator or his designee is hereby authorized and directed to execute and deliver or approve the execution and delivery of the Investment Agreement and any other related agreement or agreements on behalf of the County as may be approved by the County Administrator or his designee, such approval to be conclusively evidence by the execution and delivery of such agreement or agreements. Any termination amounts required to be paid by the County with respect to the Investment Agreement shall be paid from,amounts invested pursuant thereto or otherwise made available therefor. 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 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 requests and other certificates necessary or desirable to administer the Bonds or leases, pay costs of issuance or to accomplish the transactions contemplated herein. DOCSSFI:490499.3 40511-119-MAC 5 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 Oh day of February, 2001. Chair oPThe Board of Supervisors County of Contra Costa, California [Seal] ATTEST: Philip I Batchelor, Clerk of the Board of Supervisors and County Administrator By De Clerk of the Board of Srhisors of the County of Contra Costa, State of California 6 -Res o20-111,7 CLERK'S CERTIFICATE The undersigned, Deputy Clerk of the Board of Supervisors of the County of Contra 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 6th day of February 1 2001, 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: GIOIA, GERBER, DESAULNIER, GLOVER and UILKEMA NOES: NONE An agenda of said meeting was posted at least 96 hours before said meeting at 651 Pine St Rn L07 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 sea] of the County of Contra Costa this 6th day of February 2001. [Seal] Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California DOCSSFI:4904993 RESOLUTION NO. 2001/47 40511-119-MAC ? COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS),2001 SERIES B OFFICIAL NOTICE OF SALE NOTICE IS HEREBY GIVEN that facsimile proposals and electronically submitted proposals will be received by the County of Contra Costa Public Financing Authority (herein called the "Authority") at the offices of Sperry Capital, 2829 Bridgeway, Suite 105, Sausalito,CA 94965,on at the hour of ——.m., California time, for the purchase of $ aggregate principal amount of lease revenue bonds designated "County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series B" (herein called the "2001 Series B Bonds"), to be issued pursuant to a Trust Agreement, dated as of February 1, 1999, as amended by a First Supplemental Trust Agreement, dated as of January 1, 2001 and a Second Supplemental Trust Agreement, to be dated as of March 1, 2001, (herein called the "Trust Agreement"), by and between State Street Bank and Trust Company of California, N.A., as trustee (herein called the "Trustee") and the Authority. The Authority reserves the right to postpone to a later date said public sale by announcing such postponement through Thomson Municipal News (Munifacts) and Bloomberg Business News (the "News Services") not less than 24 hours prior to the time bids are to be received. If no legal bid or bids are received for the 2001 Series B Bonds on said date (or such later date as is established as provided herein) at the time specified, bids will be received for the 2001 Series B Bonds on such other date and at such other time as shall be designated through the News Services. As an accommodation to bidders, telephonic or telecopied notice of the postponement of the sale date or dates will be given to any bidder requesting such notice to the Authority's Financial Advisor, Sperry Capital, Attention: Jean Buckley, (415) 339-9204. Failure of any bidder to receive such telephonic or telecopied notice shall not affect the legality of the sale. Bidders are referred to the Preliminary Official Statement for additional information regarding the Authority, the County of Contra Costa, California (the "County"), the 2001 Series B Bonds and the security therefor, and other matters. See "OFFICIAL STATEMENT"'below. TERMS RELATING TO THE 2001 SERIES B BONDS SERIES: $ * aggregate principal amount of 2001 Series Bonds, which are being issued as fully registered 2001 Series B Bonds in denominations of $5,000 or multiples thereof, provided that no 2001 Series B Bond shall represent principal maturing in *Preliminary,subject to change. DO,CSSFI:507996.1 40511-119-MAC more than one year, all dated March 1, 2001 and comprising all of the 2001 Series B Bonds of said authorized issue. The 2001 Series B Bonds are the third series issued under the Trust Agreement and additional series of bonds may be issued on a parity with the Bonds on the terms and subject to the conditions set forth in the Trust Agreement. The County has made timely payment to date of all payments required to pay debt service on Bonds issued under the Trust Agreement. INTEREST RATE: Interest is payable on December 1, 2001 and semiannually thereafter on June I and December I of each year. Bidders must specify the rate or rates of interest that the 2001 Series B Bonds hereby offered for sale shall bear. Bidders will be permitted to bid different rates of interest;but(i) the maximum interest rate shall not exceed 12% and the maximum differential between the highest and lowest rates specified in any bid shall not exceed four percent (4%) per annum; (ii)each interest rate specified in any bid must be in a multiple of one-eighth or one-twentieth of one percent per annum and a zero rate of interest cannot be specified; (iii)no 2001 Series B Bond shall bear more than one rate of interest; (iv)each 2001 Series B Bond shall bear interest from its dated date to its stated payment date at the interest rate specified in the bid; (v) all 2001 Series B Bonds payable at any one time shall bear the same rate of interest; (vi) any premium bid must be paid as part of the purchase price, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price; (vii) any underwriting discount shall be stated as a specific sum not exceeding 1.0% of the aggregate principal amount of the 2001 Series B Bonds; (viii)no original issue discount (other than that contained in the 1.0% underwriting discount) is permitted in any maturity; and (ix)the interest rate for the 2001 Series B Bonds payable in each year must either be the same as or higher than the interest rate on the 2001 Series B Bonds payable in the preceding years. BOOK-ENTRY ONLY: The 2001 Series B Bonds shall be issued in registered form by means of a book-entry system with no distribution of 2001 Series B Bonds made to the public. One 2001 Series B Bond representing each Bond payment date will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of Cede& Co., its nominee. The book-entry system will evidence ownership of the 2001 Series B Bonds in the principal amount of $5,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC. PAYMENT OF DTC FEES: The Authority will submit all requisite documents to DTC for DTC-eligibility purposes. However, the purchaser of the 2001 Series B Bonds will be responsible for payment of all fees charged by DTC. DOCSSH:507996.1 40511 A 19-MAC 2 MATURITY*: The 2001 Series B Bonds shall mature on June I in each of the years, and in the amounts, as follows: Year Year (June 1) Amount (June 1) Amount 2003 $ 2016 $ 2004 2017 2005 2018 2006 2019 2007 2020 2008 2021 2009 2022 2010 2023 2011 2024 2012 2025 2013 2026 2014 2027 2015 2028 ADJUSTMENT OF PRINCIPAL PAYMENTS: The principal amounts set forth in this Official Notice of Sale reflect certain estimates of the Authority with respect to the likely interest rates of the winning bid and the premium or discount contained in the winning bid. The final maturity schedule will be designed so that the financing results in level debt service. Consequently, the Authority reserves the right to increase or decrease the aggregate principal amount of any maturity of the 2001 Series B Bonds by an amount not to exceed five percent (5%) following the submission of the bids; provided, however, that the aggregate principal amount of the 2001 Series B Bonds shall not exceed$ Each principal payment is subject to increase or decrease in $5,000 increments. The aggregate price bid by the successful bidder will be adjusted by the Authority proportionately to any increase or decrease in the aggregate principal amount of the 2001 Series B Bonds and without consideration for the reoffering price by the bidder to the public of any individual maturity of the 2001 Series B Bonds. SERIAL BONDS AND/OR TERM BONDS: Bidders may provide that all the 2001 Series B Bonds be executed and delivered as Serial Bonds or may provide that any one or more consecutive annual principal amounts be combined into one or more Term Bonds. REOFFERING PRICE CERTIFICATE: The successful bidder for the 2001 Series B Bonds must deliver a certificate setting forth the expected final reoffering price of such 2001 Series B Bonds to the public (the "Reoffering Price Certificate") to Orrick, Herrington & Sutcliffe u-P, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California 94111, Attention: Mary A. Collins, by the close of business not more than two business days after the award of the 2001 Series B Bonds. The Reoffering Price Certificate shall set forth the maximum initial bona fide offering prices and concessions to the public (excluding *Preliminary,subject to change. D0C,SSFI:507996.1 40511-I 19-MAC 3 bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) of each maturity of the 2001 Series B Bonds at which a substantial amount (at least 10%) of such maturity was sold. The form of the Reoffering Price Certificate appears as Appendix A to the Official Bid Form. For purposes of this paragraph, sales of 2001 Series B Bonds to other securities brokers or dealers will not be considered sales to the general public. REDEMPTION: The Authority shall have the right, under the circumstances described in the Preliminary Official Statement, to redeem 2001 Series B Bonds, upon the terms and conditions, and at the prices, set forth in the Preliminary Official Statement. PURPOSE: The 2001 Series B Bonds are to be issued to (i)finance various capital projects for the County, (ii)purchase a debt service reserve fund surety bond and(iii)pay costs of issuance. SECURITY: The 2001 Series B Bonds are payable from, and are secured by a pledge of, Base Rental payments payable to the Authority by the County pursuant to a Facility Lease (Various Capital Projects), dated as of February 1, 1999, as amended by a First Amendment to Facility Lease, dated as of January 1, 2001 and a Second Amendment to Facility Lease to be dated as of March 1, 2001 (the "Facility Lease"). The County has covenanted under the Facility Lease that as long as the Facilities (as defined therein) are available for the County's use, it will take such action as may be necessary to include the Base Rental Payments in its annual budgets and to make the necessary annual appropriations therefor. The Authority will pledge to the Trustee for the benefit of the owners of the 2001 Series B Bonds the Authority's right to receive rental payments, and its right to receive and collect any proceeds of any insurance maintained under the Facility Lease. To further secure the 2001 Series B Bonds, a reserve fund will be funded as described in the Preliminary Official Statement. BOND INSURANCE POLICY: The Authority will purchase a financial guaranty insurance policy from MBIA Insurance Corporation to guarantee the scheduled payment of principal of and interest on the 2001 Series B Bonds when due. See "THE MBIA INSURANCE CORPORATION INSURANCE POLICY" in the Preliminary Official Statement. TAX-EXEMPT STATUS: In the opinion of Orrick, Herrington & Sutcliffe UY, San Francisco, California, interest on the 2001 Series B Bonds, assuming compliance with certain covenants contained in the Facility Lease, the Trust Agreement and the Tax Certificate, is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. See "TAX MATTERS" in the Preliminary Official Statement. In the event that prior to the issuance of the 2001 Series B Bonds (a) the income received by private owners from 2001 Series B Bonds of the same type and character shall be declared to be includable in gross income (either at the time of such declaration or at any future date) for purposes of federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or(b) any federal income tax law is adopted that will have a substantial adverse tax effect upon owners of the 2001 Series B Bonds as such, the successful bidder may, at its option, prior to the tender of DOCSSFI:507996.1 40511-119-MAC 4 V19 -4/ said 2001 Series B Bonds, be relieved of its obligation under the contract to purchase the 2001 Series B Bonds, and in such case the deposit accompanying its bid will be returned. LEGAL OPINION: The legal opinion of Orrick, Herrington & Sutcliffe up, p, San Francisco, California, approving the validity of the 2001 Series B Bonds will be furnished to the successful bidder without cost. DISCLOSURE COUNSEL OPINION: The successful bidder or bidders will receive a disclosure opinion regarding the Official Statement from Brown & Wood L.L.P., San Francisco, California. TERMS OF SALE BEST BID: The 2001 Series B Bonds will be awarded to the bidder offering to purchase the 2001 Series B Bonds at the lowest true interest cost to the Authority. The true interest cost for each bid will be determined on the basis of the aggregate present value of each semiannual payment. The present value will be calculated to the dated date of the 2001 Series B Bonds and will be based on the bid amount (par value plus any premium or less any discount), excluding the accrued interest from the date of the 2001 Series B Bonds to the date of the delivery of the 2001 Series B Bonds. In the event two or more bids specify the same lowest true interest cost, then the selection for award of the 2001 Series B Bonds will be made among such bidders by Sperry Capital by lot. The purchaser must pay accrued interest from the date of the 2001 Series B Bonds to the date of delivery. All interest will be computed on a 360-day year 30-day month basis from the date of the 2001 Series B Bonds. The cost of preparing the 2001 Series B Bonds will be borne by the Authority. RIGHT OF REJECTION: The Authority reserves the right, in its discretion, to reject any and all proposals and to waive any irregularity or informality in any proposals. PROMPT AWARD: The Authority will take action awarding the 2001 Series B Bonds or rejecting all bids not later than thirty (30) hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: Delivery of the 2001 Series B Bonds will be made to the successful bidder through DTC and is expected to occur within 30 days from the date of award. Payment for the 2001 Series B Bonds must be made in immediately available funds. Any expense of providing immediately available funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the purchaser. RIGHT OF CANCELLATION: The successful bidder shall have the right, at his option, to cancel the contract of purchase if the Authority shall fail to issue the 2001 Series B Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. FORM OF BID: All bids must be for not less than all of the 2001 Series B Bonds hereby offered for sale and accrued interest to date of delivery, plus such premium or less such discount as is specified in the bid. Each bid must be delivered by facsimile or electronic DOCSSFi:507996.1 40511-119-MAC 5 (' 5Z2 r transmission as described below and be received by _.m., California time, on , 2041. A facsimile transmittal sent to (415) 339-9204, Attention: Jean M. Buckley, prior to the above referenced deadline will be acceptable (subject to the limitations set forth in "WARNINGS REGARDING FAX BIDS"immediately below). Each bid must be in accordance with the terms and conditions set forth in this Official Notice of Sale, and may be submitted on the attached Bid Form. Each bid must be accompanied by a Deposit (see "GOOD FAITH DEPOSIT" below). All bids shall be deemed to incorporate all of the terms of this Official Notice of Sale. ELECTRONIC BIDS: Solely as an accommodation to bidders, the Authority will receive bids delivered electronically through the following service (the "Bid Service"). ■ Dalcomp, a division of Thomson Financial Municipals Group,Inc. BIDCOMP Competitive Bidding System and Parity Electronic Bid Submission System 395 Hudson Street New York,NY 14014 Phone: (212) 846-8344 Fax: (212)989-9281 Internet address: httt)://www.tm3.com If any provision of this Official Notice of Sale conflicts with information provided by the Bid Service, this Official Notice of Sale shall control. Each bidder submitting an electronic bid agrees by doing so that it is solely responsible for all arrangements with (including any charges by) the Bid Service, that the Authority does not endorse or encourage the use of the Bid Service, and that the Bid Service is not acting as an agent of the Authority. Instructions for submitting electronic bids must be obtained from the Bid Service, and the Authority does not assume any responsibility for ensuring or verifying bidder compliance with the Bid Service's procedures. The Authority shall be entitled to assume that any bid received via the Bid Services has been made by a duly authorized agent of the bidder. THE AUTHORITY, THE FINANCIAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSWITED OR RECEIVED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE AUTHORITY AT THE PLACE OF BID RECEIPT, AND THE AUTHORITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY THE BID SERVICE AS THE OFFICIAL TIME. THE AUTHORITY ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. WARNINGS REGARDING FAX BIDS: BIDS SUBMITTED BY FACSIMILE TRANSMISSION ARE DEEMED LATE AND WILL NOT BE ACCEPTED OR EVALUATED UNLESS, AT PRECISELY THE TIME INDICATED ABOVE FOR SUBMISSION OF BIDS, THE ENTIRE BID FORM HAS BEEN FULLY EJECTED FROM THE RECEIVING FACSIMILE MACHINE AT THE PLACE OF THE BID RECEIPT, AND THE INTEREST RATES, TOTAL PURCHASE PRICE, AND NAME AND SIGNATURE OF DOCSSF1:507996.1 40511-119-MAC 6 �jl( 01 �/ THE BIDDER ARE CLEARLY READABLE BY THAT TIME. NEITHER THE AUTHORITY, THE AUTHORITY'S FINANCIAL ADVISOR NOR BOND COUNSEL WILL ACCEPT RESPONSIBILITY FOR, AND THE BIDDER EXPRESSLY ASSUMES ALL RISK OF, ANY INCOMPLETE, ILLEGIBLE OR UNTIMELY BID SUBMITTED BY SUCH BIDDER BY FACSIMILE TRANSMISSION, INCLUDING BY REASON OF GARBLED TRANSMISSIONS, MECHANICAL FAILURE, ENGAGED TELEPHONE OR TELECOMMUNICATION LINES AT THE PLACE OF BID RECEIPT, OR ANY OTHER CAUSE FOR REJECTION ARISING OUT OF ANY BIDDER'S ELECTION TO DELIVER ITS BID BY SUCH MEANS, NO ATTEMPT WILL BE MADE PRIOR TO THE DEADLINE FOR RECEIPT OF BIDS TO INFORM ANY BIDDER THAT ITS BID WAS INCOMPLETE, ILLEGIBLE OR NOT RECEIVED. IN THE EVENT ANY BIDDER SUBMITS MORE THAN ONE BID (WHETHER BY FACSIMILE OR OTHERWISE), THE BID MOST RECENTLY RECEIVED IN ITS ENTIRETY PRIOR TO THE DEADLINE NOTED ABOVE WILL BE CONSIDERED THE OPERATIVE BID FOR SUCH BIDDER AND ALL PREVIOUS BIDS OF SUCH BIDDER WILL BE DISREGARDED. GOOD FAITH DEPOSIT: A Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a bid bond ("Financial Surety Bond") in the amount of$500,000, payable to the order of the Authority, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the 2001 Series B Bonds in accordance with the terms of the bid. If a check is used, it must accompany the bid (or be delivered no later than the submission of an electronic or facsimile bid) and be drawn on a bank or trust company having an office in San Francisco or Los Angeles, California. If a Financial Surety Bond is used, it must be from a pre-qualified insurance company whose claims paying ability is rated in the highest rating category by Moody's Investors Service or Standard & Poor's, and is licensed to issue such a bond in the State of California. The form of such Financial Surety Bond is subject to prior approval by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, bond counsel, and such form must be submitted to Sperry Capital, the Authority's financial advisor, a minimum of 24 hours prior to the time bids are to be received. Such Financial Surety Bond must provide that the surety shall make payment of the full amount of the Deposit by wire transfer to the Authority within 24 hours of the receipt of written notice from either the Authority or the Financial Advisor that the bidder has failed to submit the Deposit as required by this Official Notice of Sale. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the 2001 Series B Bonds are awarded to a bidder utilizing a Financial Surety Bond, then the purchaser ("Purchaser") is required to submit its Deposit to the Authority in the form of a certified or cashier's check or wire transfer not later than 3:30 p.m., California time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the Authority to satisfy the Deposit requirement. The Deposit will be applied to the purchase price of the 2001 Series B Bonds. If after the award of the 2001 Series B Bonds the successful bidder fails to complete its purchase on the terms stated in its proposal, the Deposit will be retained by the Authority. The certified or cashier's check accompanying an unaccepted proposal will be returned promptly. No interest on the Deposit will accrue to any bidder. DOCSSFI:507996.1 IL4/19 40511-119-MAC 7 STATEMENT OF TRUE INTEREST COST; REOFFERING YIELDS: Each bidder is requested, but not required, to state in his bid the percentage true interest cost to the Authority, which shall be considered as informative only and not binding on either the bidder or the Authority. The accepted bidder shall submit a Reoffering Price Certificate in the form attached as Appendix A to the Official Bid Form, all as described under "REOFFERING PRICE CERTIFICATE" herein. NO LITIGATION: There is no litigation pending concerning the validity of the 2001 Series B Bonds, the existence of the Authority or the entitlement of the officers thereof to their respective offices, and the Authority will furnish to the successful bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the 2001 Series B Bonds. RESALE IN OTHER STATES: The purchaser will assume responsibility for taking any action necessary to qualify the 2001 Series B Bonds for offer and sale in jurisdictions other than California, and for complying with the laws of all jurisdictions on resale of the 2001 Series B Bonds, and shall indemnify and hold harmless the Authority, the County and its officers and officials from any loss or damage resulting from any failure to comply with any such law. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the 2001 Series B Bonds, but neither failure to print such numbers on any 2001 Series B Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the 2001 Series B Bonds in accordance with the terms of this Official Notice of Sale. All expenses in relation to the printing of CUSIP numbers on the 2001 Series B Bonds shall be paid for by the Authority; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the Purchaser. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE: Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the 2001 Series B Bonds will be charged the California Debt and Investment Advisory Commission fee. OFFICIAL STATEMENT: A Preliminary Official Statement has been prepared, copies of which may be obtained upon request made to the Authority or to the Authority's Financial Advisor, Sperry Capital, 2829 Bridgeway, Suite 105, Sausalito, California 94965, (415) 339-9204. The Preliminary Official Statement is also available at www.thomsonpros-pectus.com The Preliminary Official Statement shall be "deemed final" by the Authority prior to or on the sale date for purposes of Securities Exchange Commission Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official Statement. The Executive Director of the Authority or his designee has reviewed and will further review the Official Statement and will certify that as of the date of the final Official Statement, to the best of such officer's knowledge and belief, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The Authority will deliver to the purchaser of the 2001 Series B Bonds a certificate of the Authority as to the above, dated the date of delivery of the 2001 Series B Bonds, and DOCSSFI:507996.1 15X 40511-119-MAC 8 19 further certifying that the signatory knows of no material adverse change in the condition or affairs of the Authority that would make it unreasonable for the purchaser of the 2001 Series B Bonds to rely upon the Official Statement in connection with the resale of the 2001 Series B Bonds, and authorizing the purchaser of the 2001 Series B Bonds to distribute copies of the Official Statement in connection with the resale of the 2001 Series B Bonds. The Authority will furnish to the successful purchaser, at no expense to the successful purchaser, up to 150 copies of the Official Statement within seven (7) business days of the award date. Additional copies will be made available upon request, submitted to the Financial Advisor no later than twenty-four hours after the time of receipt of bids, at the purchaser's expense, for use in connection with any resale of the 2001 Series B Bonds. By making a bid for the 2001 Series B Bonds, the successful bidder agrees (i)to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, including any supplements prepared by the Authority, (ii)to promptly file a copy of the final Official Statement, including any supplements prepared by the Authority, with the Nationally Recognized Municipal Securities Information Repositories, and (iii)to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the 2001 Series B Bonds to the ultimate purchasers. CONTINUING DISCLOSURE: In order to assist bidders in complying with Securities Exchange Commission Rule 15c2-12(b)(5), the County will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information relating to the County and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. See "CONTINUING DISCLOSURE" in the Preliminary Official Statement. RIGHT TO MODIFY OR AMEND: The Authority reserves the right to modify or amend this Official Notice of Sale in any respect; provided, however, that any such modification or amendment shall be made not later than twenty-four (24) hours prior to the time the bids are to be received and shall be communicated to potential bidders through Thomson Municipal News (Munifacts) and Bloomberg Business News. Dated: /s/Philip J. Batchelor Executive Director, County of Contra Costa Public Financing Authority DOCSSFI:5079%.1 40511-119-MAC 9 ig OFFICIAL BID FORM t County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series B TO: COUNTY OF CONTRA COSTA DATE: ,2001 PUBLIC FINANCING AUTHORITY Ladies and Gentlemen: We offer to purchase all, but not less than all, of the$ t principal amount of the above described bonds, more particularly described in your Oficial Notice of Sale, dated , all of the terms and conditions of which are made part hereof as though set forth in full in this proposal, at the aggregate principal amount thereof(together with a premium of$ ), less an underwriter's discount of $ (not to exceed 1%) plus accrued interest to the date of delivery, said interest to be payable at the rates more particularly set forth in the Schedule below. Schedule of Maturity Dates,Principal Amounts",and Interest Rates (Check One) Maturity Mandatory' Date Principal Serial' Sinking Fund Interest June 1 ComWnent Maturity Prepayment Rate 2002 $ 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 t Preliminary,subject to change. Place a check in the appropriate column indicating whether the principal component is a serial maturity or mandatory sinking fund prepayment. Subject to adjustment as described under"ADJUSTMENT OF PRINCIPAL PAYMENTS." DOCSSF1:507996.1 17/19 40511-119-MAC 7 NOTE: The interest rate bid for the Bonds payable in each year must either be the same as or higher than the interest rate bid on the Bonds payable in the preceding year. No original issue discount is permitted. Our calculation of the true interest cost,which is considered to be informative only and not a part of the proposal,is as follows: The total amount of interest payable on the Bonds during the life of the issue under the attached bid is$ The amount of premum is$ The amount of underwriter's discount(not to exceed 1%)is$ The true interest cost(determined as described in the section of the Oficial Notice of Sale entitled`Best Bid") is %. Check One: There is enclosed herewith a(certified)(cashier's)check for$ payable to the order of the County of Contra Costa Public Financing Authority. We have provided the Authority with a pre-approved Financial Surety Bond as provided in the Official Notice of Sale. We agree that if we are the successful bidder for the Bonds we will provide the Authority with a Final Reoffering Price Certificate in the form attached as Exhibit A hereto. We hereby represent that as of the date of award and as of the date of delivery of the Bonds, all members of our account either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in said depository. Following is a list of the members of our Respectfully submitted, account on whose behalf this bid is made. List of Members of Account: Firm: Account Manager By: Printed Name: Title: Address: Telephone No.: Fax No, DOCSSFi:507996.1 40511-119-MAC 2 ( � 1 APPENDIX A TO OFFICIAL BID FORM FORM OF REOFFERING PRICE CERTIFICATE` This certificate is being delivered by on behalf of the purchasers (the "Purchasers") of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2041 Series B (the "2401 Series B Bonds"). Based upon its records and information available to it, which it believes to be correct, the undersigned hereby certifies that: 1. As of , 2001 (the "Sale Date"), the Purchasers have offered or reasonably expected to offer all of each maturity of the 2001 Series B Bonds listed below to the general public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers)in a bona fide public offering at the prices shown for each maturity. 2. The issue prices of the various maturities of the 2001 Series B Bonds as shown do not exceed the fair market prices or yields as of the Sale Date. 3. As of the date of this certificate, all of the 2001 Series B Bonds listed have actually been offered to the general public at such prices. 4. At least 10% of each maturity of the 2041 Series B Bonds has been sold at the prices shown herein. Maturity Date June 1 Price Dated: , 2001 [Name of Purchaser] By: Title: * To be delivered by the successful bidder as described under"REOFFERING PRICE CERTIFICATE"in the Official Notice of Sale. DOCSSFI:507996.1 40511-119-MAC �(�