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HomeMy WebLinkAboutRESOLUTIONS - 02062001 - 2001-48 BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 20011ZjB RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ADDITIONAL NOT TO EXCEED $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES B FOR THE FINANCING OF THE MARTINEZ HEALTH CENTER, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST AGREEMENT, A SECOND AMENDMENT TO FACILITY LEASE, A SECOND AMENDMENT TO MASTER SITE LEASE AND AN OFFICIAL NOTICE OF SALE; APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL STATEMENT FOR SAID BONDS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES 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, 1.992 (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 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 including improvements such as (i) the completion of the Family Law Center and associated parking at 1111 Ward Street, Martinez, (ii) the construction of a new Employment and Human Services Building in Antioch, and (iii) the construction of tenant improvements at Los Medanos Health Center in Pittsburg (collectively, the "2001 Series A Project"); WHEREAS, the County has further requested that the Authority issue additional lease revenue bonds to finance the Martinez Health Center and related facilities, including demolition, site preparation, utility relocations, and parking (the "Health Center Project"); DOCSSFI:490727.5 40511-119-MAC 1 Resolution 2001/48 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 second supplemental trust agreement (the "Second 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 Second Supplemental Trust Agreement, the Authority will issue up to an additional $25,000,000 aggregate principal amount of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series B (the "Bonds"), on a parity with the 1999 Series A Bonds and the 2001 Series A Bonds, and will use the proceeds to finance the Health Center Project, fund a reserve fund and pay costs of issuance associated with such bonds; WHEREAS, it is proposed that the Authority enter into a Second Amendment to Master Site Lease (the "Second Amendment to Site Lease") pursuant to which the County will lease the clinical/public health lab on the Contra Costa County Medical Center campus (the "Medical Lab Property") to the Authority 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 Second Amendment to Facility Lease (the "Second Amendment to Facility Lease") pursuant to which it will lease back the Medical Lab Property 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 Second 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,in accordance with the Act,following published notice a public hearing regarding the proposed financing was conducted by the County on February 6, 2001 and following such hearing the financing was approved by the County; WHEREAS, Sperry Capital, 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 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; DOCSSFI:490727.5 40511-119-MAC 2 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 Health Center 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. Section 2. The issuance and sale of the Bonds by the Authority, in an aggregate principal amount of not to exceed $25,000,000 for the financing of the Health Center Project is hereby authorized and approved. Section 3. The form of Second 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 shall not exceed June 15, 2049. Section 4. The form of Second 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 Second 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 Second 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 Second 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 Bonds or to execute an interest rate swap or other hedging product (the "Swap"), in connection with the Bonds. DOCSSFI:490727.5 40511-119-MAC 3 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 desirable by the Financial Advisor, Bond 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. Section 8. 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 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 DOCSSFI:490727.5 40511-119-MAC 4 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. DOCSSFI:490727.5 40511-119-MAC 5 Section 12. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this bth day of February , 2001. Chair o2ge Board o irectors County of Contra Costa, California [Seal] ATTEST: Secretary of the Board of Directors DOCSSFI:490727.5 40511-119-MAC 6 Resolution 2001%48 CLERK'S CERTIFICATE The undersigned, Secretary 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 6th day of February , 2001, 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: GIOIA,. GERBER, DESAULNIER, GLOVER and UILKEMA NOES: NONE An agenda of said meeting was posted at least 96 hours before said meeting at 651 Pine St ,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 6th day of Febaiaj:y 2001. [Seal] Secretary DOCSSFI:490727.5 40511-119-MAC RESOLUTION NO. 2001/48