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Home My WebLink AboutRESOLUTIONS - 01012002 - 2002-409 !i 7i1, ' 1 1 • ! ! i iii ili i � 1 � • 1� ' ` i r. 1 • . . i. . # i 1 i 1 . . � ! i i � i " 1 1 i � • i r ! # i• :fA # # #• : i ! 1! - ! 1�. # 11 «.# • :f `.tet ! !" :t f+M �! *r # ii Iii _ � • ii� +! A' • s . ' ! !! - it approximately $12,610,000 of the Authority's Lease Revenue Bonds (Various Capital Projects), 2002 Series A(the"2002 Series A Bonds")on June 27, 2002; WHEREAS, on March 26, 2002, the Authority authorized the issuance of not to exceed $35,000,000 in additional lease revenue bonds to finance additional projects and to refund and defease obligations of the County represented by 1992 Certificates; WHEREAS, the refunding of the 1992 Certificates was delayed due to market conditions, and the Authority at this time desires to proceed with the refunding of the 1992 Certificates and financing various additional capital projects (the "2002_Series B Project") and, in order to take advantage of market conditions, authorize the negotiated sale of the refunding bands on a forward basis; WHEREAS, it is further proposed that the Authority and State Street Bank and "rust Company of California, I .A., as trustee (the "Trustee"), enter into a supplemental trust agreement (the "Fourth 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 Fourth 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 B (the`Bonds") on a parity with the 1999 Series A Bonds, the 2001 Series A Bonds, the 2001 Series B Bonds and the 2002 Series A Bonds, and will use the proceeds to refiund and defease the outstanding 1992 Certificates and to finance capital projects, fund a reserve fund and pay costs of issuance associated with such bonds; WHEREAS, it is proposed that the Authority enter into a Fourth Amendment to Master Site Lease (the "Fourth Amendment to Site Lease") pursuant to which it will lease the facilities financed with the 1992 Certificates (the "2002 Series B Facilities") from the County such leased facilities to be 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 Authority enter into a Fourth Amendment to Facility Lease (the "Fourth Amendment to Facility Lease") pursuant to which it will lease back the 2002 Series B Facilities to the County 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 Fourth 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 advise,(tie "Financial Advisor") to the County and the Authority and Orrick, Herrington& Sutcliffe LLP is serving as bond counsel ("Band Counsel") to the County and the Authority and Lofton& Jennings is serving as Disclosure Counsel to the County and the Authority in connection with the financing; DOCSSFIkI6910.1 40511-121 MAC 2 WHEREAS, this Board at its March 26, 2902 meeting was presented with the farm of each document referred to herein relating to the Bonds, and the Board has examined and approved each document and desires to confirm its authorization and direction to execute such documents and the consummation of such financing; and WHEREAS, the Authority has frill legal right, power and authority under the laws of the State of California to enter into the transactions hereinafter authorized; NOW, THEREFORE, BE ff RESOLVED by the Board of Directors of the County of Contra Costa Public Financing Authority,as follows: " n 1 The foregoing recitals are true and correct and this Board so finds and determines. This Board hereby approves and confirms its prior authorization set forth in its March 26 2902 resolution(the"Prior Resohrtion")for the issuance of the Bonds by the Authority,in an aggregate PlinciPal amount of not to exceed$35,000,000 for the refunding and ce ofthe 1992 Certificates and for the financing ofthe 2002 Series B Project and its prior criteria that the retiwAing of the 1992 Certificates produce net present value savings equal to at least 2.75%of the principal amount of the 1992 Certificates being refunded. n 3 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 documents referenced above as authorized by the Prior Resolution. F' n 4 The Board hereby authorizes the Executive Director or his designee on behalf ofthe Authority to enter into and deliver a bond purchase agreement pursuant to which the Bonds will be sold to an underwriter or underwriters on a negotiated basis, including on a forward purchase basis, at a price of not less than 98% of the principal amount thereof and containing such terms and provisions as the Executive Director or his designee deems appropriate(the"Band Purchase,Agreement"). The Executive Director or his designee is hereby authorized and directed to execute and deliver or approve the execution and delivery of the Bond Purchase Agreement 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. i n 5. 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 twsactions 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, 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 on DOCSSF1:616910.1 40511.121 MAG 3 behalf of the Authority and other appropriate officers 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 or desirable to administer the Bonds or leases, pay costs of issuance or to accomplish the transactions contemplated herein. n 6. All actions heretofore taken by the officers and agents of the Authority with respect to the issuance and sate of the Bonds are hereby approved and confirmed. &gdQn 7 This Resolution shall take effect from and after-its date of adoption. PASSED AND ADOPTED this 25th day of mm , 2002. Chair of oard of Directors County Contra Costa Public Financing Authority Com) ATTEST. By Deputy Clerk DOCSSFI.616910.1 40511-121 MAG 4 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 Z5th day of J= , 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: SUPERVL X25 UItXEM, GMM, nesAUtNM, GLOVM AM GI01A NOES: N= 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 25th day of JIM , 2002. V [Seal) Deputy Clerk DCCS5F1.616410.1 40511-121 MAC