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HomeMy WebLinkAboutRESOLUTIONS - 01012005 - 2005-408 BOARD OF DIRECTORS OF THE CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT ROLUTtO�T NO. DOS#!4tJ� RESOLUTION AUTHORIZING THE ISSUANCE OF A CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT PENSION OBLIGATION DEBENTURE, THE ISSUANCE AND "SALE OF ONE OR MORE SERIES OF CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT TAXABLE PENSION OBLIGATION BONDS, A TRUST AGREEMENT, A CONTRACT OF PURCHASE, A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT, A CONTINUING DISCLOSURE AGREEMENT AND OTHER MATTERS RELATING THERETO WHEREAS,the Contra Costa County Fire Protection District(the "District'") adopted a retirement plan under the County Employees Retirement Law of 1937,being Chapter 3of 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 District 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 actuarial accrued liability ("UAAL")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 District desires, and the Association has agreed to permit the District,to evidence its obligation to the Association to pay the,UAAL`by executing a debenture (the "Debenture"); and WHEREAS,the District and the Association have heretofore entered into an agreement, dated as of August 28, 2003 (the""Paulson Agreement"), respecting the payment of the District's proportionate share of liability arising from a settlement of the cases of Paulson v. Contra Costa County Employees'Retirement Association, Contra Costa Superior Court Case No. C-96-02939, and Walden v.;Contra Costa County Employees'Retirement Association, Contra Costa Superior Court Case No. C-97-02935,which obligates the District to amortize the liability over a period of 20 years; and WHEREAS,the District desires, and the Association has agreed to permit the District, to prepay its obligation under the Paulson Agreement(the "Paulson Obligation") WHEREAS,'the District desires to issue Bonds(the "Bonds")pursuant to a Trust Agreement(the "Trust Agreement")to be entered into between the District and The Bank of New York Trust Company,N.A., as trustee(the "Trustee"), in an aggregate principal amount not to exceed$135,000,000 in order to (1)prepay the Paulson Obligation, (2)refund the principal' amount of the Debenture, and(3)pay costs of issuance of the Bonds including,without limitation,underwriter's compensation 'thereby refunding a portion of the District's pension DOC3sFI:817477A RESOLUTION NO. 2005/408 i obligations and providing funds to the Association for investment; WHEREAS,this Board desires to preserve funds for the District to apply to unanticipated increases in pension costs and to enable i the District to prepay the Bonds when resources permit by establishing a Pension Obligation Stabilization Fund under the Trust Agreement; and WHEREAS,there have been presented to this meeting proposed forms of the following documents: 1. the Debenture, 2. a Trust Agreement; 3. a Contract of Purchase; 4. a Preliminary Official Statement for the Bonds; and 5. a Continuing Disclosure Agreement. NOW, THEREFORE,IT RESOLVED,DETERMINED AND ORDERED by the Beard of Directors of the Contra Costa County Fire'Protection District as follows: Section 1. The Board hereby finds and declares that the above recitals are true and correct and that the execution of the Debenture,the issuance of the Bonds to refund the .Debenture and the Paulson Obligation,and the other actions contemplated by this Resolution are in the best interests of the District. Section 2. The Board hereby authorizes and approves the execution and delivery of the Debenture in an initial principal amount not exceeding the then unfunded actuarial accrued liability;as determined by an actuary of the Association,and authorizes and directs the Treasurer of the District(the "Treasurer")to execute and deliver the Debenture to the Association, substantially in the form presented to this meeting,with such changes therein,deletions therefrom and additions thereto as the Treasurer, in consultation with Counsel to the District, shall approve, such approval to be conclusively evidenced by the execution and delivery of the Debenture to the Association, and the Clerk of the Board is authorized and directed to affix'and attest the seal of the District;provided,however,that the stated interest rate on the Debenture shall not exceed seven and nine tenths of one percent(7.9%)per annum,the Debenture shall be prepayable at any time without premium, and the Debenture shall mature not later than June 30, 2023. The Debenture 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 District not limited as to payment from any special source of funds. Additional debentures evidencing the obligation of the District to the Association may be issued from time to time pursuant to supplemental resolutions of the Board. Section 3. The Board hereby authorizes and approves the prepayment of the Paulson.Obligation in an amount equal to the outstanding principal balance of the Paulson Obligation as of September 1, 2004, plus accrued interest thereon to the date of prepayment. DOCSSFi 817477..':4 RESOLUMN NO. 20051408 2 Section 4. The Board hereby authorizes and approves the issuance of the Bonds in an aggregate principal amount not to exceed$135,000,000 and hereby authorizes and directs the Chair of the Board or the Fire Chief of the District and the Treasurer to execute the Bonds, and the Clerk of the Board to affix and attest the seat of the District 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 Trust Agreement,with such changes therein, deletions therefrom and additions thereto as the Chair of the Board,the.Fire Chief of the District, the Chief of Administrative Services of the District or the Treasurer of the District or a designee of any of such.officers(each an"Authorized Officer")in consultation with counsel to the District ("District Counsel"), shall approve, such approval to be conclusively evidenced by the issuance of the Bonds. The aggregate principal amount of Bonds (not to exceed the principal amount of the Debenture,plus the amount needed to prepay the Paulson Obligation,plus the costs of issuance of the Bonds,including but not limited to underwriter's compensation,original issuance discount and bond insurance premium,if any),date,maturity date or dates(not to exceed' August 1,2023), interest rate or rates(not to exceed a true interest cost of six percent(6%)per annum), interest payment dates, interest payment mode (including capital appreciation bonds), denominations, forms,registration privileges,place or places and times of payment,terms of redemption and other terms of the Bonds, shall be as provided in the Bonds as executed and delivered. The obligation of the District under the Bonds is not subject to the debt limitations of the California Constitution,and the District is obligated to satisfy its obligations under the Bonds from any money lawfully available in any fund of the District(whether held by the District or in the County treasury). Additionalseries of bonds may be issued from time to time pursuant to supplemental resolutions of the Board in order to pay the unfunded actuarial accrued liability of the District, subject to the limitations contained in the Trust Agreement on file with the Clerk of the Board. Section 5. The District is hereby authorized to enter into the Trust Agreement with the Trustee, and the Authorized Officers;severally,are hereby authorized and directed to execute and deliver the Trust Agreement on behalf of the District,which shall be in substantially the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto as such Authorized Officer shall approve (but consistent with the authority granted in, Section 4 hereof including,but not limited to,additions necessary for the issuance of the types of bonds referred to in Section 4 hereof)in consultation with District Counsel and Orrick, Herrington& Sutcliffe LLP,Bond Counsel for the Bonds("Bond Counsel"),which approval shall be conclusively evidenced by the execution and delivery of the Trust Agreement; Section 6. The District is hereby authorized to establish a Pension Obligation Stabilization Fund,to be held by the.District Treasurer, which fund may used to(1)pay principal of and interest on the Bonds when Clue if insufficient moneys for the payment thereof are on deposit in the funds established under the Trust Agreement or(together with any other moneys available therefor) for the payment or redemption of all or a portion of Bonds then outstanding or, for the payment of all or a portion of the final principal and interest payment of a series of Bands, (2)pay increased pension funding costs, (3)pay reserve replenishment costs, or (4)upon a unanimous vote of this full Board,for any other lawful purpose of the District. rrocssri:817477�5 RESO UZTON NO. 2005/408 Section 7. If the Authorized Officer determines that itwill be advantageous to the District to purchase municipal bond insurance with respect to some or all of the Bands, the Authorized Officer is hereby authorized to purchase such insurance at market rates. Section 8. The Authorized Officer is hereby authorized and directed to enter into a Purchase Contract with respect to the Bonds substantially in the form presented to this meeting (the "Purchase Contract")with Lehman Brothers(the "Underwriter"),with such changes therein as the Authorized Officer, in consultation with Counsel to the District shall approve as evidenced by the execution thereof,provided,however,that the underwriter's compensation payable by the District'pursuant to the Purchase Contract shall not exceed five tenths of one percent(.5%)of the principal amount of the Bonds,which shall include up to three tenths of one percent'(.3%),ofthe principal amount of the Bands for the underwriting"fee plus up to two tenths of one percent(.2%) of the principal amount of the Bonds for customary underwriting,expenses and a management fee not to exceed$50,000,and the principal amount of the Bonds and the interest rates thereon shall be limited as specified in Section 3 hereof. Section 9.' The Preliminary Official Statement of the District, in the form presented to this meeting, is hereby approved and the same may be used and is hereby authorized to be used and,distributed in the market by the Underwriter incident to the marketing of the Bands. The Authorized Officer is hereby authorized (a)to make such changes in such form of the Preliminary Official Statement as either of them,in consultation with.Counsel to the District and the Underwriter,shall determine to be appropriate, and(b)on behalf of the District, to deem such Preliminary Official Statement"final"pursuant to Rule 15c2-12 under the Securities Exchange Act»of 1934(the "R.ule'"). The appropriate officers of the District are,and each of them hereby is, authorized and directed to prepare a final Official Statement,with such additional information as may be permitted to be excluded from the Preliminary Official'Statement pursuant to the Rule. The final Official Statement shall be executed and delivered in the name and on behalf of the District by an Authorized Officer. Section 1 O.The Continuing Disclosure Agreement of the District,in substantially the form presented to this meeting,is hereby approved and the same may be used and is hereby authorized to be used and distributed in the market by the Underwriter incident to the marketing of the Bunds.r The Authorized Officer is hereby authorized`to execute and deliver the Continuing Disclosure Agreement on behalf of the District,substantially in the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer in consultation with Counsel to the District shall approve,such approval to be conclusively evidenced by the execution and delivery of the Continuing Disclosure Agreement. Section I I.The following firms are hereby acknowledged as special consultants to the District in connection with the financing, all in accordance with the terms and conditions set forth in separate agreements for special services on file with the Authorized Officer Orrick, Herrington&Sutcliffe LLP, as Bond Counsel;Tamalpais Advisors,Inc., as financial advisor to the District; and Lofton& Jennings, as Disclosure Counsel to the District. The Authorized Officer is hereby authorized and directed to make such modifications to such agreements with respect to the refunding as shall be acceptable to the Authorized Officer, such approval to be conclusively evidenced by such execution. oocssFI8174774 RESOLUTION NO. 2005/40$ 4 Section 12.The Authorized Officer is hereby authorized to enter into an agreement with the Association to provide for the adjustment of contribution rates for the District to reflect the prepayment of the Debenture and the Paulson Obligation. Section 13.The officers and employees of the District 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 Authorized Officers and the other officers and employees of the District 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 any of the Authorized Officers is unavailable at the time the documents''authorized herein are to be executed and attested, such documents may be executed'by a deputy thereof with the same effect as if executed by such officer. Section 14'.A.11 actions heretofore taken by the officers and agents of the District with respect to the issuance of the Bonds and the other transactions authorized and contemplated herein are hereby approved, confirmed and ratified. RESOLUTION NO. 2005/408 DocssFI=81 7477;a 5 Section 15.This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the Beard of Directors of the Contra Costa County Fire Protection District this 2 thday of JUNE , 2005. CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT /' air of the Board-of Directors [Seal] ATTEST: .TUNE 28, 2005 By Jerk of the Board 000ssF3.817477.4 RESOLUTION NO. 2005/408 6