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HomeMy WebLinkAboutRESOLUTIONS - 01012002 - 2002-167 BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 2002/167 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ADDITIONAL LEASE REVENUE BONDS (REFUNDING AND VARIOUS CAPITAL PROJECTS), 2002 SERIES A IN AN AMOUNT NOT TO EXCEED $35,000,000 AGGREGATE PRINCIPAL AMOUNT FOR THE REFUNDING AND DEFEASANCE OF THE COUNTY'S 1992 CERTIFICATES OF PARTICIPATION AND THE FINANCING OF VARIOUS CAPITAL PROJECTS, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A THIRD SUPPLEMENTAL TRUST AGREEMENT, A THIRD AMENDMENT TO FACILITY LEASE, A THIRD AMENDMENT TO MASTER SITE LEASE AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORINT 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 (the "Act") and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing public capital improvements whenever there are significant public benefits; WHEREAS, pursuant to a Trust Agreement dated as of June 1, 1992 (the "1992 Trust Agreement"), among U.S. Bank Trust Company of California, N.A. (succeeded by BNY Western Trust Company), as trustee(the"1992 Trustee"),the Contra Costa County Public Facilities Corporation (the "Corporation") and the County, the County has heretofore caused to be executed and delivered its 1992 Refunding Certificates of Participation (Consolidated Capital Facilities Project)(the"1992 Certificates"),in the aggregate principal amount of$37,300,000, for the purpose of defeasing three prior series of certificates of participation which financed the costs of acquisition and improvement of the following County facilities. (i) County's Public Works Department Administration.Building located at 255 Glacier Drive in Martinez, California; I (ii) Data processing building, 30 Douglas Drive in Martinez, California; and Public Works Administration Building,Material Testing Laboratory,Road Maintenance I.7OCSS 1:5139699.3 4051 1-1 21 MAC 1 Facility and Warehouse Building at Central Contra Costa County Public Works Yard, Waterbird Way and Blum Road in Martinez; and (iii) Health Services Building, 595 Center Street and Muir Road in the City of Martinez and the Forensic Science Center, 1960 Muir Road in the City of Martinez (collectively,the"1992 Facilities"). WHEREAS, the Corporation acquired the 1992 Facilities and pursuant to a lease agreement, dated as of June 1, 1992, by and between the Corporation and the County (the "1992 Facility Lease"),the Corporation has leased the 1992 Facilities to the County; WHEREAS, the Authority has previously issued $74,685,000 County of Contra Costa Public Financing Authority 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 previously issued $18,030,000 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A(the "2001 Series A Bonds")to finance additional capital projects for the County; WHEREAS, this Authority has heretofore issued $23,775,00 of the Authority's Lease Revenue Bonds (Various Capital Projects), 2001 Series B (the "2001 Series B Bonds") to finance the acquisition, construction and equipping of the Martinez Health Center and a county animal shelter(the"2001 Series B Project"); WHEREAS, in accordance with the requirements of Section 6586.5 of the Act, a public hearing regarding the financing proposed herein was conducted by the County on March 26, 2002; 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,the Board of Supervisors, following such public hearing, determined that it is in the best interest of the County for the Authority to issue additional lease revenue bunds to refund and defease the 1992 Certificates and finance various additional capital projects, including, but not limited to, the acquisition and installation of photovoltaic equipment (Power Light solar electric panels) to be placed on the roofs of the Martinez Detention Facility and 50 Douglas Drive in Martinez (the "Solar Electric Panels"), and the acquisition of a County office building at 1650 Cavallo Road in Antioch(collectively,the"2002 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 supplemental trust agreement (the "Third 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 Third Supplemental Trust Agreement, the Authority will issue up to an additional not to exceed $35,000,000 aggregate principal amount of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2002 Series A (the "Bonds"), on a parity with the 1999 Series A DOCSSF1:589699.3 4051 1-1 21 MAC 2 Bonds, the 2001 Series A Bonds and the 2001 Series B Bonds, and will use the proceeds to finance the 2002 Series A Project, fund a reserve fund and pay costs of issuance associated with such bonds; WHEREAS, it is proposed that the Authority enter into a Third Amendment to Master Site Lease (the "Third Amendment to Site Lease") pursuant to which the County will lease the 1992 Facilities and the County office building located at 1650 Cavallo Road in Antioch and sell the Solar Electric Panels (collectively "2002 Series A Facilities") to the Authority such leased facilities to be in addition to the facilities currently leased pursuant to the Master Site Lease dated as of February 1, 1999, as amended,between the County and the Authority; WHEREAS, it is proposed that the Authority enter into a Third Amendment to Facility Lease (the "Third Amendment to Facility Lease") pursuant to which it will lease back the 1992 Facilities and the 2002 Series A :Facilities to the County as additional leased facilities under the Facility Lease (Various Capital Projects) dated as of February 1, 1999, as amended, entered into by the Authority and the County; WHEREAS, under the Third 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; WHEREAS, Sperry Capital 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 and Lofton& Jennings is serving as disclosure counsel ("Disclosure 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, a proposed form of Official Notice of Sale has been presented to this Board; 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 Authority has full legal right,power and authority under the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, the Authority expects to finance the refunding and defeasance of the 1992 Certificates and the 2002 Series A Project on a tax-exempt basis; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the County of Contra Costa Public Financing Authority, as follows: DOCSSl-'1:589639.3 4051 1-1 21 MAC 3 Section 1. The foregoing recitals are true and correct and this Board so finds and determines. Section 2. The issuance and sale of the Bonds by the Authority, in an aggregate principal amount of not to exceed$35,000,000 for the refunding and defeasance of the 1992 Certificates,which may be effected for the June 1,2002 or December 1, 2002 redemption dates of the 1992 Certificates, and for the financing of the 2002 Series A Project is hereby authorized and approved. Section 3. The form of Third Amendment to Site Lease, on file with the Secretary of the Board of Directors, is hereby approved, and the Chair of the Board of Directors or the Vice Chair of the Board of Directors or the Executive Director of the Authority or the Assistant Executive Director of the Authority and the Secretary of the Board of Directors(the "Secretary") or any Assistant Secretary of the Board of Directors or any designee of such officials (the "Authorized Signatories")are hereby authorized and directed to execute and deliver the 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 with respect to the 2002 Series A Facilities shall not exceed June 15,2039;provided further that such officials may execute a separate acquisition agreement with respect to the Solar Electric Panels in lieu of including such acquisition in the Third Amendment to Site Lease. Section 4. The form of Third Amendment to Facility Lease, on file with the Secretary, is hereby approved, and any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the 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. Among the changes authorized to be made to such Amendment to Facility Lease are such changes as are necessary in the event the Executive Director or the Assistant Executive Director,upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond insurance. Section 5. The form of Third Supplemental Trust Agreement by and between the Trustee and the Authority and acknowledged by the County, on file with the Secretary, is hereby approved. Any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the Third Supplemental 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 Third Supplemental Trust Agreement are such changes as are necessary in the event the Executive Director or the Assistant Executive Director,upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond insurance or a reserve facility for the Bands or to execute an interest rate swap or other hedging product(the "Swap"), in connection with the Bonds. Section 6. The form of Preliminary Official Statement describing the Bonds, on file with the Secretary, is hereby approved and the Executive Director 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 OCSSF 1:589699.3 *)511-121 MAC 4 desirable by the Financial Advisor, Bond Counsel, Disclosure 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 purchasers 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 Executive Director or his designee, is hereby authorized and directed to execute a certificate confirming that the Preliminary Official Statement has been"deemed final"by the Authority for purposes of Securities and Exchange Commission Rule 15c2-12. Section 7. The form of proposed Official Notice of Sale inviting bids for the Bonds on file with the Secretary is hereby approved and adopted as the Official Notice of Sale for the Bonds,with such additions, changes and corrections thereto as the Executive Director or his designee shall require or approve, such approval to be conclusively evidenced by the execution thereof. The Secretary is hereby authorized to cause to be published a notice of the proposed sale of the Bonds as required by law. The Executive Director or his designee shall award the sale of the Bonds pursuant to the Official Notice of Sale;provided that the refunding of the 1992 Certificates produces net present value savings equivalent to at least 2.75% of the principal amount of 1992 Certificates being refunded, as determined by such official at the time of such award. Section S. 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 Secretary, is hereby approved. Section 9. The Board hereby authorizes the Executive Director or his designee to enter into one or more investment agreements (the "Investment Agreement")providing for the investment of moneys in the funds and accounts created under the Trust Agreement and/or one or more Swaps, as the Executive Director or his designee deems appropriate. 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 the Investment Agreement and that the Swap is designed to reduce the amount or duration of payment,rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the Bonds or enhance the relationship between risk and return with respect to investments. The Executive Director or his designee is hereby authorized and directed to execute and deliver the Investment Agreement, Swap and any other related agreement or agreements on behalf of the Authority as may be approved by the Executive Director or his designee, such approval to be conclusively evidence by the execution and delivery of such agreement or agreements. Section 10. The officers of the Authority 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 documents related to the defeasance of the 1992 Certificates, acquisition and sale or assignment agreements relating to the Solar Electric Panels, 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 I)OCSSF 1:589699.3 40511-121 MAC 5 Signatories and the Director, Capital Facilities and Debt Management of the County on behalf of the Authority are hereby authorized and directed to execute and deliver any and all certificates, instructions as to investments,written requests and other certificates necessary and desirable to administer the Bonds and the Trust Agreement or other documents authorized hereunder including executing Written Requests of the Authority authorizing disbursements from the Costs of Issuance Fund for payment of cost of issuance such as legal and financial advisor fees, trustee's fees, title insurance and bond insurance premiums,publication and printing costs, rating agency fees and similar expenses of the bond financing. Section 11. All actions heretofore taken by the officers and agents of the Authority 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 26th day of March,2002. Cha400ie Board of Directors Co of Contra Costa Public Financing Authority [Seal] ATTEST: March 26.2002 Deputy Clerk D0055F 1:589699.3 40511-121 MAC 6 CLERK'S CERTIFICATE The undersigned, Deputy Clerk of the Board of Directors of the County of Contra Costa Public Financing Authority,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 Directors of said Authority duly and regularly held at the regular meeting place thereof on the 26th day of March, 2002, of which meeting all of the members of said Board of Directors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: SUPERVISORS UILKEMA, GERBER, GLOVER AND GIOIA NOES: NONE ABSENT: SUPERVISOR DESAULNI.ER ABSTAIN: NONE An agenda of said meeting was posted at least 96 hours before said meeting at the County Administration Building, 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 this 26th day of March,2002. 0 - (Lc4n �-- (Seal] Deputy Clerk 170CSSF 1:589699.3 40511-121 MAC