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HomeMy WebLinkAbout03-068`~,a~au~~~a1 • ~,. , , ~ ..c~ ~ •; ~ ,~ ;~^ rai * ' ~ r w ,~. ~ • a RESOLUTION APPROVING THE FORMS OF A SITE AND FACILITIES LEASE (JUSTICE FACILITY), ALEASE/PURCHASE AGREEMENT (JUSTICE FACILITY), A SALE AGREEMENT (FIRE ENGINES), A LEASE/ PURCHASE AGREEMENT (FIRE ENGINES), A TRUST AGREEMENT, AN ASSIGNMENT AGREEMENT, A PURCHASE CONTRACT, A CONTINUING DISCLOSURE CERTIFICATE AND A REFUNDING ESCROW AGREEMENT, AUTHORIZING CHANGES THERETO AND EXECUTION AND DELIVERY THEREOF TO THE OTHER PARTIES THERETO; APPROVING A PRELIMINARY OFFICIAL STATEMENT, THE DELIVERY THEREOF TO THE UNDERWRITER, AND THE PREPARATION, EXECUTION AND DELIVERY TO THE UNDERWRITER OF AN OFFICIAL STATEMENT TO BE SUBSTANTIALLY DERIVED FROM THE PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION, SALE AND DELIVERY OF NOT TO EXCEED $5,600,000 OF REFUNDING CERTIFICATES OF PARTICIPATION; AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH; AND RECONFIRMING THE LEVY OF ADDITIONAL PENALTIES ON FINES FOR CRIMINAL AND PARKING OFFENSES WHEREAS, the County of Butte, California (the "County") is a political subdivision duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "State"); and WHEREAS, the County proposes to utilize the assistance of the Butte County Public Facilities Financing Corporation, a nonprofit public benefit corporation organized and existing under the laws of the State (the "Corporation"), authorized pursuant to Section 5140 of the Corporations Code of the State to provide assistance in the refinancing authorized hereby for the County; and WHEREAS, in 1993, the County, the Corporation and Bank of America National Trust and Savings Association, as Trustee (the "Prior Trustee"), entered into a series of agreements (the "Prior Agreements"), each dated as of December 1, 1993, in support of execution, sale and delivery on January 6, 1994, to Stone & Youngberg LLC (the "Underwriter") of $5,705,000 principal amount of Certificates of Participation (1993 Justice Facility Project) (the "Prior Certificates") to provide a portion of the financing of additional court room facilities for the County (the "1993 Justice Facility Project"); and WHEREAS, in 2002, the County and First Municipal Leasing Corporation (the "2002 Lessor") entered into a Lease with Option to Purchase Agreement (the "2002 Agreement") pertaining to five fire engines (the "2002 Equipment Acquisition Project"); and WHEREAS, the County is advised by the Underwriter that current bond market conditions make possible substantial savings by refinancing the 1993 Justice Facility Project and the 2002 Equipment Acquisition Project (the "Refinancing Program"), and the County has requested the Corporation to assist in such refinancing by providing for the execution, sale and delivery of refunding certificates of participation (the "Refunding Certificates"); and WHEREAS, in furtherance of implementing the Refinancing Program, there has been filed with the Clerk (the "Clerk") of this Board of Supervisors (this "Board") at the meeting at which this Resolution has been adopted forms of the following documents, each dated as of June 1, 2003 a. a Site and Facilities Lease (Justice Facility), between the County and the Corporation (the "Site Lease"), pursuant to which the County will lease to the Corporation the real property and courtroom facilities which comprised the 1993 Justice Facility Project and were the subjects of and were encumbered by the Prior Agreements; b. a Lease/Purchase Agreement (Justice Facility), between the County and the Corporation (the "Justice Facility Lease"), pursuant to which the County will agree to lease the Demised Premises (as defined in the Justice Facility Lease) from the Corporation and to pay certain Base Rental Payments and Additional Payments (as defined in the Justice Facility Lease); c. a Sale Agreement (Fire Engines), between the County and the Corporation (the "Sale Agreement"), pursuant to which the County will sell to the Corporation the five fire engines (the "Demised Equipment") in consideration for the Corporation causing the payment to the 2002 Lessor of the option price payable under the 2002 Agreement for the Demised Equipment; d. a Lease/Purchase Agreement (Fire Engines), between the County and the Corporation (the "Equipment Lease"), pursuant to which the County will agree to lease the Demised Equipment (as defined in the Equipment Lease) from the Corporation and to pay certain Base Rental Payments and Additional Payments (as defined in the Equipment Lease); e. a Trust Agreement (the "Trust Agreement"), among the County, the Corporation and U.S. Bank National Association, as trustee (the "Trustee"), providing, among other things, for application of the proceeds of sale of the Refunding Certificates to implement the Refinancing Program and the application of the Base Rental Payments and Additional Payments under both the Justice Facility Lease and the Equipment Lease (which the Corporation will assign to the Trustee pursuant to the Assignment Agreement, dated as of June 1, 2003, between the Corporation and the Trustee) to pay the principal of and the interest on the Refunding Certificates; 2 f. an Assignment Agreement (the "Assignment Agreement"), between the Corporation and the Trustee, providing for the assignment by the Corporation to the Trustee of all right, title and interest of the Corporation to the Site Lease, the Justice Facility Lease, the Sale Agreement and the Equipment Lease, including but not limited to the entitlement to receive the Base Rental Payments and Additional Payments under both the Justice Facility Lease and the Equipment Lease; g. a Purchase Contract (the "Purchase Contract"), between the County and the Underwriter, pursuant to which the County will agree to sell and the Underwriter will agree to purchase the Refunding Certificates, subject to the terms and conditions thereof; h. a Preliminary Official Statement (the "Preliminary Official Statement"), providing certain information about the County, the Refunding Certificates, Refinancing Program and the Trust Agreement, deemed material to an informed investment decision by prospective purchasers of the Refunding Certificates; i. a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate") to be delivered to the Underwriter concurrently with delivery of the Refunding Certificates to enable the Underwriter to comply with provisions of Rule 15c(2)-12 of the Securities and Exchange Commission ("Rule 15c(2)-12"); and j. a Refunding Escrow Agreement (the "Refunding Escrow Agreement"), between the County and U.S. Bank National Association, as escrow agent (the "Escrow Agent"), pursuant to which the County will provide for redemption of the Prior Certificates as authorized by the Trust Agreement, dated as of December 1, 1993 (the "Prior Trust Agreement"), among the County, the Corporation and U.S. Bank National Association, as trustee and successor to Bank of America National Trust and Savings Association, the original trustee thereunder; and WHEREAS, the County and the Corporation wish to provide for the implementation of the Refinancing Program through execution, sale and delivery to the Underwriter of the Refunding Certificates; and WHEREAS, by adoption of its Resolutions No. 91-120, 91-121 91-123 on October 1, 1991, the Board implemented the provisions of Sections 76000, 76100, 76101 and 76106 of the Government Code of the State of California, which provide for the establishment of a Courthouse Construction Fund and a Criminal Justice Facility Construction Fund and the levy of additional penalties on fines for criminal and parking offenses; and WHEREAS, to secure the payment to the Trustee (for the benefit of the owners of the Refunding Certificates) of the Base Rental Payments under the Justice Facility Lease, the County desires to reaffirm its previous election, pursuant to Section 25350.55 of the Government Code of the State of California, to pledge its allocated share of the motor vehicle license fee to the extent such funds are collected by the State Controller and available to the County; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State to exist, to have happened and to have been performed precedent to and in connection with the consummation of the Refinancing Program authorized hereby do exist, have happened and 3 have been performed in regular and due time, form and manner as required by law, and the County is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such Refinancing Program for the purpose, in the manner and upon the terms herein provided. NOW, THEREFORE, the Board of Supervisors of the County of Butte, State of California, does hereby resolve, declare and determine as follows: 1. Findings. The Board hereby specifically finds and declares that the actions authorized hereby constitute and are true and correct with respect to the public affairs of the County, and that the statements, findings and determinations of the County set forth in the preambles of the documents approved herein are true and correct, and the Board hereby declares its intention of implementing the Refinancing Program. 2. Authorization of Certificates. The Board hereby expresses its intention of refinancing the previously-completed courthouse facilities through the preparation, sale and delivery of the Refunding Certificates in an amount not to exceed $5,600,000. 3. Documents Approved. The forms of the Site Lease, the Justice Facility Lease, the Sale Agreement, the Equipment Lease, the Trust Agreement, the Purchase Contract, the Continuing Disclosure Certificate and the Refunding Escrow Agreement, presented to this meeting and on file with the Clerk, are hereby approved, and any one of the Chair of the Board (the "Chair"), the Vice-Chair of the Board (the "Vice-Chair"), the Treasurer and Tax Collector of the County (the "Treasurer") or any designee of the Chair (each, an "Authorized Representative"), as the Authorized Representative of the County, shall, for and in the name and on behalf of the County, execute and deliver each of said documents to the other parties thereto in substantially said forms, with such changes therein as such Authorized Representative may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided that, with respect to the Purchase Contract, the average interest rate payable with respect to the Refunding Certificates does not exceed 4.00%, the underwriting discount does not exceed 1.00% and the combined aggregate principal amount of the Refunding Certificates does not exceed $5,600,000. 4. Preliminary Official Statement. The form of Preliminary Official Statement (the "Preliminary Official Statement") relating to the Refunding Certificates, presented to this meeting and on file with the Clerk, is hereby approved. The Preliminary Official Statement in substantially said form, with such changes as the Authorized Representative may require or approve, shall be delivered to the Underwriter, who is hereby authorized to distribute the Preliminary Official Statement in connection with the offering and resale of the Refunding Certificates. In connection with such delivery to the Underwriter, the Authorized Representative is authorized to execute and deliver to the Underwriter a certificate in the customary form respecting the finality of the Preliminary Official Statement for purposes of Rule 15c(2)-12. 4 The Board further authorizes the preparation of a final Official Statement (the "Official Statement"} to be substantially derived from the Preliminary Official statement. An Authorized Representative shall, for and in the name and on behalf of the County, execute and deliver the Official Statement to the Underwriter for use and distribution in connection with the offering and sale of the Refunding Certificates to investors. 5. Attestations. The Clerk is hereby authorized and directed to attest the signatures of the Authorized Representatives and to affix and attest the seal of the County, as may be required or appropriate in connection with the execution and delivery of the Site Lease, the Justice Facility Lease, the Sale Agreement, the Equipment Lease, the Trust Agreement, the Purchase Contract, the Continuing Disclosure Certificate and the Refunding Escrow Agreement. 6. Additional Penalties on Fines for Criminal and Parking Offenses. Resolutions No. 91-120, 91-121, 91-123 and 93-180 are hereby incorporated by reference. 7. Distribution of Certified Copies of this Resolution. The Board hereby instructs the Clerk to transmit, on the business day next following the date of the adoption of this Resolution, a copy of this Resolution to the Clerk of each court in the County. 8. Motor Vehicle License Fees. The Board hereby reaffirms its election, first stated in Resolution No. 93-180, pursuant to Government Code Section 25350.55, to guarantee the Base Rental Payments to be made by the County under the Justice Facility Lease and authorizes and directs the Auditor-Controller of the County to notify the Controller of the State of California of such election, which notice shall include a schedule of the Base Rental Payments to be made by the County under the Justice Facility Lease and shall identify a trustee appointed by the County to effectuate the payment provisions pursuant to such guarantee. 9. Other Actions. The Authorized Representatives and each of them are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the sale, execution and delivery of the Refunding Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Refunding Certificates, the Site Lease, the Justice Facility Lease, the Sale Agreement, the Equipment Lease, the Trust Agreement, the Assignment Agreement, the Purchase Contract, the Continuing Disclosure Certificate, the Preliminary Official Statement and the Official Statement. Such actions heretofore taken by such Authorized Representatives are hereby ratified, confirmed and approved. 10. Effect. This Resolution shall take effect immediately upon its passage. 5 PASSED AND ADOPTED by the Butte County Board of Supervisors this 22nd day of Apri12003 by the following vote: AYES: Supervisors Dolan, Houx, Josiassen, Yamaguchi and Chair Beeler NOES: None ABSENT: None NOT VOTING: None R. J. BEE ER, Chair Butte County Board of Supervisors ATTEST: PAUL MCINTOSH, Chief Administrative Officer And Clerk of the Board of Supervisors ~~; -= By: ''i /' ~~~ ~~~ - _--_ "beputy ~~ 6