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Home My WebLink AboutRESOLUTIONS - 01012003 - 2003-428 BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 2003J428 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ADDITIONAL LEASE REVENUE BONUS (VARIOUS CAPITAL PROJECTS), 2003 SERIES A IN AN AMOUNT NOT TO EXCEED $20,000,000 AGGREGATE PRINCIPAL AMOUNT FOR THE FINANCING OF VARIOUS CAPITAL PROJECTS, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A FIFTH SUPPLEMENTAL TRUST AGREEMENT, A FIFTH AMENDMENT TO FACILITY LEASE, A FIFTH AMENDMENT TO MASTER SITE LEASE AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING THE 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 (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, the Authority and U.S. Bank Trust National Association previously entered into a Trust Agreement, dated as of February 1, 1999 (as previously amended and supplemented, the "Trust Agreement"), in order to finance and refinance capital projects for the County, which Trust Agreement calls for the issuance of the Bonds (defined below) in one or more series pursuant to supplemental trust agreements; WHEREAS,pursuant to the Trust Agreement, the Authority has heretofore issued $74,585,000 of the Authority's Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A (the "1999 Series A Bonds'), $18,030,000 of the Authority's Lease Revenue Bonds (Various Capital Projects), 2001 Series A (the "2001 Series A Bonds), $23,775,000 of the Authority's Lease Revenue Bonds (Various Capital Projects), 2001 Series B (the "2001 Series B Bonds'), $12,5.50,000 of the Authority's Lease Revenue Bonds (Various Capital Projects), 2002 Series A (the "2002 Series A Bonds ) and $25,400,000 of the Authority's Lease Revenue Bonds (Refunding and Various Capital Projects), 2002 Series B (the "2002 Series B Bonds"); DocssFI:674256.3 1 i 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 July 8, 2003; 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 bonds to finance various additional capital projects, including,but not limited to: Project Department Approximate Cost W. County Animal Shelter 790 San Pablo Avenue, Pinole Animal Services $1,9003,000 Discovery House 4645 Pacheco Blvd., Pacheco .Health Services 3,500,000 Emergency Communications (multiple sites throughout County) DoIT 4,700,000 Adolescent Res. Treatment Facility 1034 Oak Grove,Concord Health Services 3,600,000 General Services Administration 1220 Morello,Martinez General Services 2,650,000 Brentwood One-Stop Employment Center Liberty Union Adult School 9292 nd Street,Brentwood EHSD 1,200,000 $11,550,000 (collectively,the"2003 Series A Project'); WHEREAS, it is further proposed that the Authority and BNY Western Trust Company, as successor trustee (the "Trustee"), enter into a supplemental trust agreement (the "Fifth Supplemental Trust Agreement") acknowledged by the County, which will supplement and amend the Trust Agreement and authorize the Authority to issue up to an additional $20,000,000 aggregate principal amount of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2003 Series A (the "Bonds'), on a parity with the 1999 Series A Bonds, the 2001 Series A Bonds, the 2001 Series B Bonds, the 2002 Series A Bonds and the 2002 Series B Bonds and will use the proceeds to finance the 2003 Series A Project,fund a reserve fund and pay costs of issuance associated with such bonds; DOCSSFI:674255.3 2 WHEREAS, it is proposed that the Authority enter into a Fifth Amendment to Master Site Lease (the "Fifth Amendment to Site Lease") pursuant to which the County will lease the Family Law Center located at 751 Pine Street in the City of Martinez; West County Animal Shelter located at 790 San Pablo Avenue in the City of Pinole; and the Adolescent Residential Treatment Facility located at 1034 Oak Grove in the City of Concord (collectively "2003 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 Fifth Amendment to Facility Lease(the"Fifth Amendment to Facility Lease")pursuant to which it will lease back the 2003 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 Fifth 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, Tamalpais Advisors, Inc., is serving 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 and Disclosure Counsel have 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; AREAS, 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 2003 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: Section 1. The foregoing recitals are true and correct and this Board so finds and determines. DOCSSFI:674256.3 3 I V Section 2. The issuance and sale of the Bonds by the Authority, in an aggregate principal amount of not to exceed $20,000,400 for the financing of the 2003 Series A Project is hereby authorized and approved. Section 3. The form of Fifth 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, pLovide however. that the term thereof with respect to the 2003 Series A Facilities shall not exceed June 15,2040. Section 4. The form of Fifth 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 purchase a .municipal bond insurance policy and/or a reserve facility for the Bonds. Section 5. The form of Fifth 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 Fifth 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 Fifth 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 purchaie a municipal bond insurance policy and/or a reserve facility for the Bonds or to execute an interest rate swap or other hedging product (the "Swap'),in connection with the Bonds. Section 66. 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 desirable by the Financial Advisor, Bond Counsel, Disclosure Counsel or the County Counsel's Office. The Financial Advisor is hereby authorized and directed to cause to be supplied to prospective underwriters and 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 D()CSSF1:574256.3 4 .....�...�. n�...h>..<�,. Gw:rry :::. ,..... ..: ..- --...<..> >.,:..... tis. ...::. :,,,. ... .,. ,..:. ..,...... ..:... ........ a certificate confirming that the Preliminary Official Statement has been "deemed final" by the Authority for purposes of Securities and Exchange Commission Pule 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. Section 8. The Authority acknowledges and relies upon the fact that the County has represented that it shall execute a Continuing Disclosure Agreement containing such covenants of the County as shall be necessary to allow the underwriters of the Bands to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The Authority acknowledges and relies upon the fact that the County has covenanted that it will comply with and carry out all of the provisions of such Continuing Disclosure Agreement. 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. ection_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 cant'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 sale of the bonds, 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 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 raocssrt:674256.3 5 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 8th day of �iy .2003. air of the Board of Directors County of Contra Costa Public Financing Authority [Seal] ATTEST. . f Deputy Clerk DOCSSF1:674256.3 6