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HomeMy WebLinkAbout06-148Resolution No. RESOLUTION APPROVING THE FORMS OF A SITE AND FACILITIES LEASE, A LEASE/PURCHASE AGREEMENT, A TRUST AGREEMENT, AN ASSIGNMENT AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE CERTIFICATE, AUTHORIZING CHANGES THERETO AND EXECUTION AND DELNERY THEREOF TO THE OTHER PARTIES THERETO; APPROVING A PRELIMINARY OFFICIAL STATEMENT, THE DELNERY THEREOF TO THE UNDERWRITER, AND THE PREPARATION, EXECUTION AND DELNERY TO THE UNDERWRITER OF AN OFFICIAL STATEMENT TO BE SUBSTANTL4LLY DERIVED FROM THE PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION, SALE AND DELNERY OF NOT TO EXCEED $1.2,500,000 OF CERTIFICATES OF PARTICIPATION; AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH 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 S 1.40 of the Corporations Cade of the State to provide assistance in the financing authorized hereby for the County; and WHEREAS, the- County desires to finance the acquisition and construction of improvements to its existing solid waste landfill facility (the "Solid Waste Facilit}~') in order to increase the capacity of the Solid Waste Facility (the "Project"), and the County has requested the Corporation to assist in such financing by providing for the execution, sale and delivery of certificates of participation (the "Certificates"); and WHEREAS, in furtherance of financing of the Project, 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 November 1, 200b: a. a Site and Facilities Lease, between the County and the Corporation (the "Site Lease"), pursuant to which the County will lease to the Corporation the real property and improvements which comprise the Solid Waste Facility and the Project; OHS WEST:264077007.4 b. a Lease/Purchase Agreement, between the County and the Corporation {the "Facility Lease"}, pursuant to which the County will agree to lease the Demised Premises (as defined in the Facility Lease) from the Corporation and to pay certain Base Rental Payments and Additional Payments (as defined in the Facility Lease); c. a Trust Agreement {the "Trust Agreement"}, among the County, the Corporation and Wells Fargo Bank, National Association, as trustee (the `"Trustee"), providing, among other things, for application of the proceeds of sale of the Certificates to finance the Project and the application of the Base Rental Payments and Additional Payments under the Facility Lease (which the Corporation will assign to the Trustee pursuant to the Assignment Agreement, dated as of November 1, 2006, between the Corporation and the Trustee) to pay the principal of and the interest an the Certificates; d. 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 and the Facility Lease, including but not limited to the entitlement to receive the Base Rental Payments and Additional Payments under the Facility Lease; e. 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 Certificates, subject to the terms and conditions thereof; f. a Preliminary Official Statement (the "Preliminary Official Statement"), providing certain information about the County, the Certifcates, the Project and the Trust Agreement, deemed material to an informed investment decision by prospective purchasers of the Certificates; and g. a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate") to be delivered to the Underwriter concurrently with delivery of the 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 WHEREAS, the County and the Corporation wish to provide for the implementation of the financing of the Project through execution, sale and delivery to the Underwriter of the Certificates; 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 financing of the Project authorized hereby do exist, have happened and 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 financing of the Project for the purpose, in the manner and upon the terms herein provided; and NOW, THEREFORE, the Board of Supervisors of the County of Butte, California, does hereby resolve, declare and determine as follows: QHS wESr:2b0077007.4 2 1. Fem. 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 financing the Project. 2. Authorization of Certificates. The Board hereby expresses its intention of financing the Project through the preparation, sale and delivery of the Certificates in an amount not to exceed $12,500,000. 3. D_o_cuments_Approyed. The forms of the Site Lease, the Facility Lease, the Trust Agreement, the Purchase Contract and the Continuing Disclosure Certificate, 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"), the County Administrative Officer (the "County Administrative Officer"} or any designee of the Chair, the Vice-Chair, the Treasurer and the Tax Collector of the County or the County Administrative Officer (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, (i) with respect to the Purchase Contract, the true interest cost payable with respect to the Certificates does not exceed 5.00%, the underwriting discount does not exceed O.bS% and the combined aggregate principal amount of the Certificates does not exceed $12,500,040, and {ii} the respective terms of the Site Lease and the Facility Lease {excluding any extensions provided therefore) shall not exceed July 1, 2021. 4. Preliminary Official Statement. The form of Preliminary Official Statement (the "Preliminary Official Statement") relating to the Certificates, presented to this meeting and on file with the Clerk, is hereby approved. The Prelinnary 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 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 1 Sc(2)-12. The Board fizrther 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 Certificates to investors. OH5 WEST:264077007.4 3 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 maybe requixed or appropriate in connection with the execution and delivery of the Site Lease, the Facility Lease, the Trust Agreement, the Purchase Contract and the Continuing Disclosure Certificate. 6. Distribution of Certified Co ies 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. 7. Certificate Insurance and Surety Policies. An Authorized Representative is hereby authorized, upon a determination by such officer that the procurement of a municipal bond insurance and/or reserve surety policy or bond is in the best interests of the County, to procure and maintain a policy of municipal bond insurance and/or reserve surety policy or bond for the benefit of the registered owners of one or more maturities of the Certificates in such form and on such terms as such officer shall require or approve, such approval to be conclusively evidenced by the execution and delivery of the commitment for and on behalf of the County to the issuer of such municipal bond insurance policy and/or reserve surety policy or bond. 8. 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 Certificates and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Certificates, the Site Lease, the Facility 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. 9. Effect. This Resolution shall take effect immediately upon its passage. oHS 1vESr:264077007.4 4 PASSED AND ADOPTED by the Butte County Board of Supervisors this 24th day of October, 2006, by the following vote: AYES: Supervisors Connelly, Dolan, Yamaguchi and Chair ,Tosiassen NOES: None ABSENT: Supervisor Houx NOT VOTJNG: None T SIASSEN, Chair utte unty Board of Supervisors ATTEST: PAUL MCINTOSH, Chief Administrative Officer and Clerk of the Board of Supervisors B. eputy OH5 WEST:260077007.4 5