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HomeMy WebLinkAbout93-180RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE/PURCHASE AGREEMENT, A TRUST AGREEMENT, AN AGENCY AGREEMENT, A SITE AND FACILITIES LEASE, A PURCHASE CONTRACT, AN OFFICIAL STATEMENT, THE PREPARATION, SALE AND DELIVERY OF NOT TO EXCEED $6,900,000 OF CERTIFICATES OF PARTICIPATION, AUTHORIZING AND DIRECTING CERTAIN ACTIONS IN CONNECTION THEREWITH, APPOINTING DIRECTORS OF THE BUTTE COUNTY PUBLIC FACILITIES FINANCING CORPORATION, AND CONFIRMING 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 financing authorized hereby far the County; and WHEREAS, the County and the Corporation wish to provide financing for the construction of certain courthouse facilities far the County as described in the Lease/Purchase Agreement described below (the "Project"}; and WHEREAS, the County wishes to authorize the sale of Certificates of Participation evidencing proportionate interests in the Lease Payments (as defined in the Lease/Purchase Agreement described below) and prepayments to~ be made by the County under the LeaselPurchase Agreement described below (the "Certificates"); and WHEREAS, the proceeds of the sale of the Certificates will be deposited with the Trustee under the Trust Agreement to finance the Project; and WHEREAS, by adoption of its Resolutions No. 91-120, 91--121 and 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 of the Certificates to the owners thereof, the County desires to elect, 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; WHEREAS, alI 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 cvnnectian with the consummation of the 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 Iaw, to consummate such financing 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: 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 entering into the Lease/Purchase Agreement described in Section 5 hereof. 2. Authorization of Certificates. The Board hereby expresses its intention of financing the construction of certain courthouse facilities through the preparation, sale and delivery of Certificates in an amount not to exceed $6,900,000. 3. The form of the Lease/Purchase Agreement (the "Lease"), by and between the County and the Corporation presented to this meeting and on file with the Secretary of the Board,_are hereby approved. The Chair of the Board (the "Chair"), the Vice-Chair of the Board (the "Vice-Chair") or the Treasurer and Tax Collector of the County (the "Treasurer") or such other person or persons designated by the Chair are hereby authorized and directed, for and in the name and on behalf of the County, to execute and z NUMATTE4/269 deliver to the Corporation said Lease in substantially said farms, with such changes therein as such officer or person or persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 4. Trust___Agre_ement. The form of the Trust Agreement (the "Trust Agreement"), by and among the County, the Corporation and a trustee to be selected by the Treasurer (the "Trustee"), presented to this meeting and on file with the Secretary, are hereby approved. The Chair, the Vice-Chair, the Treasurer and such other person or persons designated by the Chair are hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Corporation and the Trustee said Trust Agreement in substantially said form, with such changes therein as such officer or person or persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 5. ~urchase__Contract. The form of Purchase Contract between the County. and Stone & Youngberg, as underwriter {the "Underwriter"}, presented to this meeting and on file with the Secretary, is hereby approved. The Chair, the Vice-Chair, the Treasurer and such other person or persons designated by the Chair are hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Underwriter and the Corporation said Purchase Contract in substantially said form, with such changes therein as such officer or person ar persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, how,_,~ver, that the average interest rate payable with respect to the Certificates does not exceed 6.5%, the underwriting discount does not exceed 1.5% and the combined aggregate principal amount of the Certificates does not exceed $5,900,000. 6• The form of Preliminary Official Statement {the "Preliminary Official Statement") relating to the Certificates, presented to this meeting and on file with the Secretary, is hereby approved. The Preliminary Official Statement in substantially said form, with such changes as the officers designated below may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, shall hereinafter be referred to as the "Official Statement." The Chair, the Vice-Chair, the Treasurer and such other person or persons designated by the Chair, are hereby authorized and directed, far and in the name and on behalf of the County, to execute and deliver to the Underwriter said Official Statement and to certify that said Official Statement is as of its date, "deemed final" for purposes of Rule 15c2-12 of the Securities and Exchange 3 N~IMATYER/269 Commission. The Underwriter is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Certificates, and is further directed to deliver copies of the final Official Statement to all actual purchasers of the Certificates. 7. Acrency Agreement.. The form of the Agency Agreement (the "Agency Agreement"}, by and between the Corporation and the County, presented to this meeting and on file with the Secretary, is hereby approved. The Chair, the Vice-Chair, the Treasurer and such other person or persons designated by the Chair are hereby authorized and directed, far and i.n the name and an behalf of the County, to execute and deliver to the Corporation said Agency Agreement in substantially said form, with such changes therein as such officer or person or persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 8. Site_ and Faci]._i_ti_es Lease. The form of the Site and Facilities Lease (the "Site Lease"), by and between the Corporation and the County, presented to this meeting and on file with the Secretary, are hereby approved. The Chair, the Vice-Chair, the Treasurer and such other person or persons designated by the Chair are hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the County said Site Lease in substantially said form, with such changes therein as such officer or person or persons may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. 9. Attestations. The Secretary is hereby authorized and directed to attest the signature of the Chair, the Vice-Chair, the Treasurer or of such other person or persons as may have been designated by the Chair, 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 Lease, the Trust Agreement, the Agency Agreement, the Site Lease, the Purchase Contract and the Official Statement. 10. ~ppXr~v~ Q~ ~lrp~~~-„9rs. The Hoard hereby approves as the directors of the Corporation the members of the Board. 11. As~d~t_i_ona_1~_~enalties on Fines for Criminal end Parking Offenses. Resolutions No. 91-120, 91-121 and 91-123 are hereby incorporated by reference. Section 4 of Resolution No. 91-120 is hereby amended so that the reference therein to "Section 75000 of the Government Code" shall be to "Section 75000(a) of the Government Code". 4 NUM.4TT~R/269.. The Board hereby instructs the County 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. 12. Motor vehicle License Fees. The Board hereby elects, pursuant to Government Code Section 25350.55, to guarantee the Lease Payments to be made by the County under the 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 Lease Payments to be made by the County under the Lease and shall identify a trustee appointed by the County to effectuate the payment provisions pursuant to such guarantee. 13. The Chair, the Vice-Chair, the Treasurer or the designees thereof are hereby authorized and directed, jointly and severally, to do any and alI 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 Lease, the Trust Agreement, the Agency Agreement, the Site Lease, the Purchase Contract, the Preliminary Official Statement and the Official Statement. Such actions heretofore taken by such officers or their designees are hereby ratified, confirmed and approved. 14. Effect. This Resolution shall take effect immediately upon its passage. 5 N~NATfER/269 PASSED AND ADOPTED by the Butte County Board of Supervisors this 9th day o£ November, 1993, by the following vote: AYES: Supe~vi.sozs Meyex, Dolan, McLaughlin, .'Thomas and Chair Houx NOES : None ABSENT: None NOT VOTING : None l c~ MARY AN HOUR, Chair, But e County Board of Supervisors ATTEST: JOHN BLACKLOCK, Chief Administrative Officer and Clerk of the Board of Supervisors By : ~~A ~.. 1~ 0..~~ 5 NUHATTER/2fi9., .. . BIITTE COIINTY PIIBLIC FACILITIES FINANCING CORPORATION Resolution: 93_fl~- RESOLUTION OF THE BOARD OF DIRECTORS OF THE ) BIITTE COIINTY PIIBLIC FACILITIES FINANCING CORPORATION) APPROVING A LEASE/PURCHASE AGREEMENT AND CERTAIN ) OTHER DOCIIMENTS WITH THE COUNTY OF BUTTL ) WHEREAS, the Hutte County Public Facilities Financing Corporation is a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "Corporation") with the authority to assist in the financing of the acquisition, construction, improvement and rehabilitation of certain facilities on behalf of County of Hutte (the "County"); and WHEREAS, the County and the Corporation desire to enter. into that certain Site and Facilities Lease, by and between the County and the Corporation (the "Site and Facilities Lease"), that certain LeaselPurchase Agreement, by and between the County and the Corporation (the "Lease"), the farm of which has been presented to this Board of Directors at the meeting at which this Resolution has been adopted pursuant to which the County will agree to lease the Project (as defined in the Lease) from the Corporation and to pay certain Lease Payments {as defined in the Trust Agreement described below) in connection therewith which have been pledged to the owners of the Certificates of Participation (defined below} by the Corporation pursuant to that certain Trust Agreement, by and among the Trustee named therein, as trustee (the "Trustee"}, the County and the Corporation (the "Trust Agreement"}, the form of which has been presented to this Hoard of Directors at the meeting at which this Resolution has been adopted; and WHEREAS, the Corporation will appoint the County as its agent to construct and improve that certain project relating to improvements to certain County courthouse facilities pursuant to that certain Agency Agreement, by and between the Corporation and the County, the form of which has been presented to this Hoard of Directors at the meeting at which this Resolution was adopted; and WHEREAS, the Corporation and the County have determined that it would be in the best interests of the Corporation, the County and citizens of the community to authorize the preparation, sale and delivery of Certificates of Participation (1993 Financing Project} (the "Certificates"} in an aggregate principal amount not to exceed $6,90a,Qoa, which Certificates evidence proportionate interests in certain Lease Payments to be made pursuant to the Leases; and WHEREAS, the Corporation desires to assign its rights to receive such Lease Payments from the County to the Trustee pursuant to that certain Assignment Agreement, by and between the Corporation and the Trustee (the "Assignment Agreement"), the form of which has been presented to this Board of Directors at the meeting at which this Resolution was adopted; and NOW, THEREFORE, the Board of Directors of the Corporation does hereby resolve as follows: T N 1• authorizes the Certificates in $6,9aa,aa0. The the Certificates Project, to fund of the sale and e Sertificates. This Board of Directors hereby preparation, sale and delivery of the an aggregate principal amount not to exceed purposes for which the proceeds of the sale of shall be expended are to pay the cost of the the related reserve fund and to pay the costs ielivery of the Certificates. SECTION 2: The Site and Facilities Lease, the Lease/Purchase Agreement, •the Agency Agreement, the Trust Agreement and the Assignment Agreement presented at this meeting are approved. The President ar Vice-President of the Corporation or the President's designee is authorized and directed to execute and deliver said agreements. The agreements shall be executed in substantially the forms hereby approved, with such additions thereto and changes therein as are recommended or approved by counsel to the Corporation and approved by such officers of the Corporation executing the documents, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3: Other Ac,~,i,.S?ns. The President, Vice President, and Secretary/Treasurer and such other officers of the Corporation are 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 and delivery of the Certificates, and the delivery of the Lease, and otherwise effectuate the purposes of this Resolut~.on, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION. 4: Effect. This Resolution shall take effect from and after its date of adoption. 2 . NUMATT£R/268 ADOPTED, SIGNED AND APPROVED this 9th day of November, 3993, by the following vote: AYES: Directors Meger, Dolan, McLaughlin, Thomas and President Houx NOES : None ABSENT; None NOT VOTING: None ~'~ Presider ATTEST: JOHN S. BLACKLO ~i, Chief Administrative Officer and Clerk of t:Board of Supervisors By : ~:.