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HomeMy WebLinkAbout14-068 I'% ,11 / �„ rf,. // / / �/ / / ,,✓ ,� �. n �/ I' r> �� // 1. 1>l /� ✓i Y �,l,l//1�,��,��/,/,, /, i✓i/ r, � �, i ,.,y ,,� (/�r ai! / "% I //r . ,��1 �lt'i. �;1�� t�//i r 1 }// r�ri�/�lrr�i/r/�.i�/�i�l/,,,�,.i�e„fir,/,il„i, Resolution No. 14-068 A RESOLUTION OF THE BOARD OF SUPERVISORS OF TETE COUNTY OF BUTTE RELATING TO THE CERTIFICATES OF PARTICIPATION IC;IPA'TT (HALL OF RECORDS PROJECT); APPROVING T. E FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY' FTE E APPLICABLE OF A PROPERTY LEASE, A LEASE ACS ,EE EPi T, A TRUST AGREEMENT A A ASSIGNMENT AGREEMENT I1 CONNECTION T EE WITH; AND AUTHORIZING CERTAIN OTHERREL,ATE. ACTIONS (HALL OF RECORDS PROJECT) EDEAS, the County of Butte, a political subdivision of the State of California (the "County"), proposes to enter into a lean financing program with the United States Department of Agriculture, acting through its agency the 'USDA lural Development ("USDA-RD") (all references in this resolution to USDA-RD shall be deemed to include the related USDA-Rural Housing Service, also, known as USDA-RHS), to finance a portion of the cast and expense of construction of a Hall of Records for the County (the "Project"'), and in connection with the loan financing program, the County intends to cause the execution and delivery to USDA-RD of certificates of participation (the "Certificates of Participation"); and WHEREAS, in support of the proposed Certificates of Participation, the County proposes to enter into a financing program with the Butte County Public facilities Financing Corporation, a nonprofit corporation duly organized and existing under and by virtue of the laws of the State of California (the "Corporation"), for the lease to the Corporation of the real property on which the Hall of Records will be situated (the "Site"), and the lease-purchase by the; County from the Corporation of the completed Project; and WHEREAS, to implement the foregoing, the County proposes to convey the Site: to the Page R-1 Corporation by entering into a Property Lease (the "Property Lease"), dated as of July 1, 2014, whereby the Corporation will lease the Site from the County for a nominal cash consideration; and WHEREAS, to further implement the foregoing, the Corporation and the County propose to execute and enter into a Lease Agreement (the "Lease Agreement"), dated as of July 1, 2014, whereby the Corporation will agree to implement the Project and to lease the Site and the Existing Facilities, as improved by the completed Project (together, the "Leased Facilities"), to the County, and the County will lease the Leased Facilities from the Corporation by the payment of a prescribed schedule of payments (the "Lease Payments"), and whereby the County will accept appointment by the Corporation as agent for the Corporation to implement the Project; and WHEREAS, to further implement the foregoing, the Corporation and the Trustee propose to execute and enter into an Assignment Agreement (the "Assignment Agreement"), dated as of July 1, 2014, whereby the Corporation will assign to the Trustee (as said term is defined below) all of its rights and entitlements under the Property Lease and the Lease Agreement, including but not limited to the entitlement to receive the Lease Payments from the County; and WHEREAS, to further implement the foregoing, the County, as agent for the Corporation for implementation of the Project, will finance a portion of the costs of the Project from the proceeds of the Certificates of Participation, to be executed and delivered by the County Treasurer, as trustee (the "Trustee") under and pursuant to a Trust Agreement (the "Trust Agreement"), dated as of July 1, 2014, by and among the Trustee, the Corporation and the County; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing 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 such financing for the Project in the manner and upon the terms herein provided; Page B-2 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE AS FOLLOWS: Section 1. The County hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the County and that the statements, findings and determinations of the County set forth above and in the preambles of the documents approved herein are true and correct. Section 2. The form of the Property Lease, presented to this meeting and on file with the Clerk of the Board of Supervisors (the "Clerk"), is hereby approved, and the County Administrative Officer or, in the absence of the County Administrative Officer, the County Administrative Officer's designee (the "Administrator," which shall be deemed to include any designee of the County Administrative Officer) is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Corporation the Property Lease in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The form of the Lease Agreement, presented to this meeting and on file with the Clerk, is hereby approved, and the Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Corporation the Lease Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, that the schedule of the principal and interest components of the Lease Payments contained in the Lease Agreement and to be attached as Exhibit B to the Lease Agreement shall be determined by the Administrator upon the sale and delivery of the Certificates of Participation to USDA-RD. Section 4. The form of the Trust Agreement, presented to this meeting and on file with the Clerk, is hereby approved, and the Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Trustee and the Corporation the Trust Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be Page 8-3 conclusively evidenced by the execution and delivery thereof. Furthermore, the County Treasurer, as trustee, is hereby authorized and directed to execute and deliver to the County and the Corporation the Trust Agreement in substantially said form, with such changes therein as the County Treasurer, as trustee, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof Without limiting the generality of the foregoing, the County Treasurer is authorized and directed to provide USDA-RD with information designating a bank account of the County from which amounts payable to USDA-RD on account of the principal of and the interest on the Certificates of Participation may be withdrawn semiannually, when due and payable, pursuant to the Preauthorized Debit procedure prescribed by USDA-RD. Section S. While the County is not a party to the Assignment Agreement, the form of the Assignment Agreement, presented to this meeting and on file with the Clerk, is hereby approved, and upon execution and delivery thereof by the respective parties thereto, the County will honor the Assignment Agreement and submit the Lease Payments in accordance with instructions from the Trustee pursuant to the Assignment Agreement and the Trust Agreement. Furthermore, the County Treasurer, as trustee, is hereby authorized and directed to execute and deliver to the Corporation the Assignment Agreement in substantially said form, with such changes therein as the County Treasurer, as trustee, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The County and the County Treasurer, as trustee, shall participate with the Corporation in such financing whereby the County will (a) undertake the implementation of the Project as the agent of the Corporation, utilizing the proceeds of sale of the Certificates of Participation for such purpose, and (b) Iease the Project from the Corporation by payment of the scheduled Lease Payments. Section 7. Sale of the Certificates of Participation to the USDA-RD is hereby approved, and upon receipt of the formal offer of USDA-RD to purchase the Certificates of Participation (the "Offer"), the Administrator (or such other officer or representative of the County to whom the transmittal of the Offer is transmitted to the County) is hereby authorized and directed to communicate acceptance of the Offer in writing. Page B-4 Section 8. The officers and employees of the County 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 desirable in order to consummate the sale, execution and delivery of the Certificates of Participation to USDA-RD, including the completion and submission to USDA-RD of documents customarily required by USDA-RD in connection with the subject loan financing, and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, the Certificates of Participation, the Property Lease, the Lease Agreement, the Trust Agreement and the Assignment Agreement. All such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 9. This resolution shall take effect immediately upon its passage. I HEREBY CERTIFY that the -foregoing Resolution was duly introduced, passed and adopted at a regular meeting of the Board of Supervisors of the County of Butte, held on June 10, 2014, by the following vote: AYES:Supervisors Connelly, Wahl, Kirk, Lambert and Chair Teeter NOES:None ABSENT: None ABSTAINING: None ATTEST: APPROVED: Clerk of the Board By: Chair, Board of Supervisors Page B-5