Loading...
HomeMy WebLinkAboutRESOLUTIONS - 01012001 - 2001-49 BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 2001 X49 RESOLUTION AUTHORIZING THE ISSUANCE OF COUNTY OF CONTRA COSTA TAXABLE PENSION OBLIGATION BONDS, REFUNDING SERIES 2001, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST AGREEMENT, A BOND PURCHASE CONTRACT, AN ESCROW AGREEMENT, A REMARKETING AGREEMENT, A STANDBY BOND PURCHASE AGREEMENT, A DEALER MANAGER AGREEMENT AND APPROVING AN OFFICIAL STATEMENT FOR SAID BONDS AND AUTHORIZING A TENDER OFFER OF THE COUNTY'S TAXABLE PENSION OBLIGATION BONDS, 1994 SERIES A AND OTHER ACTIONS RELATING THERETO WHEREAS, the COUNTY OF CONTRA COSTA(the"County") adopted a retirement plan under the County Employees Retirement Law of 1937, being Division 4 of Title 3 of the Government Code of the State of California, Sections 31450 through 31898, inclusive, as amended (the "Retirement Law"); and WHEREAS, the Retirement Law obligates the County to (1) make annual contributions to the Contra Costa County Employees Retirement Association (the"Association"), to fund pension benefits for its employees, (2) amortize the unfunded accrued actuarial liability with respect to such pension benefits over a period not exceeding 30 years, and (3) appropriate funds for the purposes described in(1) and (2); and WHEREAS, the County in 1994 evidenced its obligations to the Association to pay the then-current unfunded accrued actuarial liability("UAAL") of the County,by issuing a debenture (the "1994 Debenture")to the Association and authorized the issuance of additional debentures in the future from time to time; and WHEREAS,the County issued its Taxable Pension Obligations, 1994 Series A(the "1994 Series A Bonds") in an aggregate principal amount of$337,365,000 for the purpose of refunding the 1994 Debenture, thereby providing a lower interest rate on the County's outstanding obligations than charged to the County's then-current UAAL, and authorized the issuance of additional bonds in the future from time to time; and WHEREAS, the County has determined it is in its best interest to refund a portion of the 1994 Series A Bonds by the issuance of refunding bonds (the"Bonds") on a parity with the 1994 Series A Bonds; and DOCSSF1:468618.4 �/ WHEREAS, the 1994 Series A Bonds are not subject to optional redemption so the County has determined to extend a tender offer to the owners of the 1994 Series A Bonds and to defease a portion of the 1994 Series A Bonds if insufficient tenders are received; and WHEREAS, there are on file with the Clerk of the Board of Supervisors the proposed forms of the following documents: (i) a First Supplemental Trust Agreement(the"Supplemental Trust Agreement")to be entered into between the County and BNY Western Trust Company, successor to First Interstate Bank of California, as trustee (the"Trustee"), which Supplemental Trust Agreement supplements and amends the Trust Agreement, dated as of February 1, 1994 (collectively, the"Trust Agreement"), under which the 1994 Series A Bonds were issued; (ii) a Remarketing Agreement (the"Remarketing Agreement") to be entered into between the County and Bear, Stearns & Co. Inc., as remarketing agent; (iii) an Escrow Agreement to be entered into between the County and the Trustee; (iv) a Preliminary Official Statement; (v) a Bond Purchase Contract to be entered into between the County and Bear, Stearns & Co. Inc. (the"Underwriter"); (vi) a Standby Bond Purchase Agreement to be entered into between the County and Westdeutsche Landesbank Girozentrale, acting through its New York Branch. (vii) a Dealer Manager Agreement to be entered into between the County and Bear, Stearns & Co. Inc.; and (viii) an Invitation to Tender Bonds; NOW, THEREFORE, IT IS RESOLVED, DETERMINED AND ORDERED by the Board of Supervisors of the County of Contra Costa(the"Board"), as follows: Section 1. All of the above recitals are true and correct and the Board hereby so finds and determines Section 2. The Board hereby authorizes and approves the issuance of the Bonds and hereby authorizes and directs the Chair of the Board and the Treasurer-Tax Collector to execute the Bonds, and the Clerk of the Board to affix and attest the seal of the County and to cause the Bonds to be authenticated and delivered in accordance with the Trust Agreement. The Bonds shall be in substantially the form set forth in Exhibit A to the Supplemental Trust Agreement, with such changes therein, deletions therefrom and additions thereto as the Chair of the Board and the Treasurer-Tax Collector shall approve, such approval to be conclusively evidenced by the execution and delivery of the Bonds;the Bonds may be issued in a single series or in two or DOCSSF1:468618.4 2 ��� more series and as fixed or variable rate Bonds, provided,however, that the aggregate principal amount of the Bonds shall not exceed $125,000,000, the Bonds shall bear interest at a fixed or variable rate, not to exceed the Maximum Rate (as defined in the Supplemental Trust Agreement), the Bonds shall be dated their date of issuance or such other date specified in the Supplemental Trust Agreement and the Bonds shall mature not later than June 1, 2014. The Bonds shall constitute an obligation imposed by law,pursuant to the Constitution of the State of California and the Retirement Law and an obligation of the County not limited as to payment from any special source of funds. The Bonds shall not,however, constitute an obligation of the County for which the County is obligated or permitted to levy or pledge any form of taxation or for which the County has levied or pledged or will levy or pledge any form of taxation. Section 3. The Board hereby authorizes and approves the execution and delivery of the proposed form of Supplemental Trust Agreement between the County and the Trustee, on file with the Clerk of the Board. The Chair of the Board is hereby authorized and directed to execute and deliver the Supplemental Trust Agreement on behalf of the County, substantially in the form on file with the Clerk of the Board, with such changes therein, deletions therefrom and additions thereto as the Chair shall approve, such approval to be conclusively evidenced by the execution and delivery of the Supplemental Trust Agreement, and the Clerk of the Board is authorized and directed to affix and attest the seal of the County thereto. Section 4. The Board hereby authorizes and approves the Preliminary Official Statement, relating to the Bonds, on file with the Clerk of the Board, and approves the distribution of the Preliminary Official Statement by the Underwriter to potential purchasers of the Bonds. The County Administrator or his designee is hereby authorized and directed to execute the final Official Statement with such changes therein, deletions therefrom and additions thereto as the County Administrator or his designee shall approve, such approval to be conclusively evidenced by the execution and delivery of the final Official Statement. Distribution of the final Official Statement by the Underwriters to actual purchasers of Bonds is hereby authorized and approved. Section 5. The Board hereby authorizes and approves the execution and delivery of the proposed form of Bond Purchase Contract, to be dated the date of sale of the Bonds (the "Purchase Contract"),between the County and the Underwriter, on file with the Clerk of the Board. The County Administrator or his designee is hereby authorized and directed to execute and deliver the Bond Purchase Contract, substantially in the form on file with the Clerk of the Board,with such changes therein, deletions therefrom and additions thereto as the County Administrator or his designee shall approve, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Contract; provided that the underwriters' discount on the Bonds (exclusive of any original issue discount) shall not exceed two percent (2%) of the principal amount of the Bonds. Section 6. The Board hereby authorizes and approves the execution and delivery of the proposed form of Remarketing Agreement,between the County and Bear, Stearns & Co. Inc., as remarketing agent for the Bonds, on file with the Clerk of the Board. If the Bonds are issued as variable rate Bonds, the County Administrator or his designee is hereby authorized and directed to execute and deliver the Remarketing Agreement on behalf of the County, substantially in the form on file with the Clerk of the Board, with such changes therein, deletions therefrom and DOCSSF1:468618.4 3j/� additions thereto as the County Administrator or his designee shall approve, such approval to be conclusively evidenced by the execution and delivery of the Remarketing Agreement. Section 7. The Board hereby authorizes and approves the execution and delivery of the proposed form of Dealer Manager Agreement,between the County and Bear, Stearns & Co. Inc., as dealer manager of the tender offer for the 1994 Series A Bonds, on file with the Clerk of the Board. The County Administrator or his designee is hereby authorized and directed to execute and deliver the Dealer Manager Agreement on behalf of the County, substantially in the form on file with the Clerk of the Board, with such changes therein, deletions therefrom and additions thereto as the County Administrator or his designee shall approve, such approval to be conclusively evidenced by the execution and delivery of the Dealer Manager Agreement. Section 8. The Board hereby authorizes and approves the execution and delivery of the proposed form of Standby Bond Purchase Agreement, between the County and Westdeutsche Landesbank Girozentrale, in order to provide liquidity for the Bonds, on file with the Clerk of the Board. If the Bonds are issued as variable rate Bonds, the County Administrator or his designee is hereby authorized and directed to execute and deliver the Standby Bond Purchase Agreement on behalf of the County, substantially in the form on file with the Clerk of the Board, with such changes therein, deletions therefrom and additions thereto as the County Administrator or his designee shall approve, such approval to be conclusively evidenced by the execution and delivery of the Standby Bond Purchase Agreement. Section 9. The Board hereby authorizes and approves the execution and delivery of the proposed form of an Invitation to Tender Bonds on file with the Clerk of the Board. The County Administrator or his designee is hereby authorized and directed to execute and deliver the Invitation to Tender Bonds on behalf of the County, substantially in the form on file with the Clerk of the Board,with such changes therein, deletions therefrom and additions thereto as the County Administrator or his designee shall approve, such approval to be conclusively evidenced by the execution and delivery of the Invitation to Tender Bonds. Such officers are hereby further authorized to take such actions and execute such contracts and certificates as are necessary to extend the Invitation to Tender as contemplated therein, including,but not limited to, contracts with Bondholder Communications Group, as information agent for such tender. Section 10. The Board hereby authorizes and approves the execution and delivery of the proposed form of Escrow Agreement,between the County and the Trustee, on file with the Clerk of the Board. In the event the County Administrator determines that portions of the 1994 Series A Bonds need to be defeased to accommodate the restructuring of the County's debt in connection with or in lieu of the tender, the County Administrator or his designee is hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the County, substantially in the form on file with the Clerk of the Board, with such changes therein, deletions therefrom and additions thereto as the County Administrator or his designee shall approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreement and in connection thereafter to execute or authorize the Trustee to execute escrow float agreements and purchase securities for such escrow (the"Escrow Investments'). Section 11. The County Administrator or his designee is hereby authorized to execute and deliver on behalf of the County an interest rate swap agreement and/or a hedging agreement DOCSSF1:468618.4 4 /� and/or any other form of derivative agreement or arrangement with an institutional party; provided, however, that the institutional party or its guarantor shall have a long-term credit rating by at least one national credit agency equal to AA, the term of the swap agreement, derivative agreement or hedging agreement shall not exceed the term of the Bonds, the County's obligations shall be contingent upon certain performance by the counterparty to the agreement or arrangement and that the County will have the right to terminate the agreement or arrangement upon the occurrence of certain circumstances. The Board hereby finds and determines that such agreements or arrangements will result in a lower cost of borrowing to the County. Section 12. The Board hereby authorizes the County Administrator or his designee to enter into one or more investment agreements on behalf of the County 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, including the amendment, termination or revision of the Debt Service Forward Delivery Agreement among the County, the Trustee and Credit Suisse Financial Products, dated as of March 1, 1994 (collectively, the"Investment Agreement"). The Board hereby finds and determines pursuant to Government Code section 5922, that the Investment Agreement and Escrow Investments will reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to such agreements. The County Administrator or his designee is hereby authorized and directed to execute and deliver 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 evidenced 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 proceeds of the Bonds or amounts invested pursuant thereto. Any termination amounts or up front payments received with respect to the Investment Agreement will be applied as provided in the Trust Agreement. Section 13. The supervisors, officers and employees 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. The Chair of the Board of Supervisors, the Clerk of the Board, the County Administrator and the Director, Capital Facilities and Debt Management, in her official capacity and as designee of the County Administrator(the "Director"), and the other officers and employees of the County are hereby authorized and directed to execute and deliver any and all documents, certificates and representations, including, but not limited to, signature certificates, no-litigation certificates and certificates concerning the official statement describing the Bonds,necessary or desirable to accomplish the transactions set forth above. If either the Chair of the Board or the Clerk of the Board and County Administrator is unavailable at the time the documents authorized herein are to be executed and attested, such documents may be executed by the Vice-Chair of the Board, a Deputy Clerk or the Director, respectively, with the same effect as if executed by the Chair of the Board or the Clerk of the Board and the County Administrator. Section 14. All actions heretofore taken by the supervisors, officers and agents of the County with respect to the execution and delivery of the Bonds and the other transactions authorized and contemplated herein are hereby approved, confirmed and ratified. DOCSSF1:468618.4 5 V-7 Sectionj . This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 6th day of February 2001 by the following vote: AYES- SUPERVISORS GIOIA, GERBER, DESAULNIER, GLOVER and UILKEM NOES: NONE ABSENT: NONE ABSTAIN: NONE /Ua�e4� Chair oft oard of Supervisors, County of Contra Costa, California [Seal] ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By Deputy jputyClerk of the Board of Supervisors of the County of Contra Costa, State of California DOCSSFI:468618.4 6 Resolution 2001/49 CLERK'S CERTIFICATE I, June L. McHuen ,Deputy Clerk of the Board of Supervisors of the County of Contra Costa(the"County"), 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 6th day of February 2001, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof was present; and at said meeting said resolution was adopted by the following vote: AYES: SUPERVISORS GIOIA, GERBER, DESAULNIER, GLOVER and VILKEMA NOES: NONE ABSTENTIONS: NONE An agenda of said meeting was posted at least 96 hours before said meeting in Martinez, California, at 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 6th day of FPhr,iary , 2001. Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California [Seal] DOCSSF1:468618.4 '] RESOLUTION N0. 2001/49 r