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RESOLUTION NO. _____________ |
BOARD OF SUPERVISORS, COUNTY OF SAN MATEO, STATE OF CALIFORNIA |
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RESOLUTION APPROVING THE ISSUANCE BY THE SAN MATEO COUNTY JOINT POWERS FINANCING AUTHORITY OF NOT TO EXCEED $8,500,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS (CAPITAL PROJECTS), 2004 SERIES A, FOR REFUNDING OF A PORTION OF THE AUTHORITY'S LEASE REVENUE BONDS (CAPITAL PROJECTS), 1993 SERIES A; AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT, A CONTINUING DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT; AUTHORIZING A LEASE FINANCING WITH THE SAN MATEO COUNTY JOINT POWERS FINANCING AUTHORITY; AND APPROVING THE TAKING OF ALL NECESSARY ACTIONS IN CONNECTION THEREWITH |
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RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, that |
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WHEREAS, the County of San Mateo (the "County") and the Community Development Commission for the County of San Mateo (the "Commission") have heretofore entered into a Joint Exercise of Powers Agreement, dated May 15, 1993 (the "Joint Powers Agreement"), which Joint Powers Agreement creates and establishes the San Mateo County Joint Powers Financing Authority (the "Authority"); and |
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WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Marks-Roos Local Bond Pooling Act of 1985") and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing and refinancing public capital improvements whenever there are significant public benefits; and |
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WHEREAS, pursuant to a Trust Agreement dated as of September 1, 1993 (the "Trust Agreement"), by and between the Authority and Bank of America National Trust and Savings Association, as predecessor trustee to First Trust of California, National Association, now known as U.S. Bank National Association, as trustee (the "Trustee"), the Authority has heretofore issued the San Mateo County Joint Powers Financing Authority Lease Revenue Bonds (Capital Projects), 1993 Refunding Series A, in the aggregate principal amount of $68,137,797.25 (the "1993 Bonds") for financing and refinancing the acquisition, construction, remodeling and equipping of certain facilities for the County of San Mateo (the "Project") and other capital improvements for the County; and |
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WHEREAS, the County has heretofore entered into a Master Site Lease (Capital Projects Program), dated as of September 1, 1993 between the County and the Authority (the "Master Site Lease"), for the lease of the Project, and is presently leasing the Project back from the Authority pursuant to a Master Facility Lease (Capital Projects Program) dated as of September 1, 1993, between the Authority and the County (the "Master Facility Lease"); and |
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WHEREAS, the County has requested, and it furthers the public purpose for, the Authority to assist the County in the refunding and defeasance, to the extent there are debt service savings, of portions of the 1993 Bonds (the "Prior Bonds"); and |
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WHEREAS, a favorable interest rate market would make it possible for the Authority to reduce the interest rates on its debt by the issuance of refunding bonds thereby resulting in a reduction of rent payable by the County under the Facility Lease for the lease of the Project resulting in significant public benefits; and |
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WHEREAS, the County desires to approve the sale and issuance by the Authority of not to exceed $8,500,000 in aggregate principal amount of San Mateo County Joint Powers Financing Authority Lease Revenue Bonds (Capital Projects), in one or more series (the "Bonds"), pursuant to the Trust Agreement, as supplemented by a First Supplemental Trust Agreement, by and between the Authority and the Trustee (the "First Supplemental Trust Agreement"), for the purpose of refunding and defeasing a portion of the Prior Bonds; and |
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WHEREAS, the issuance of the Bonds by the Authority and the execution and delivery of the Bond Purchase Contract will result in significant public benefits, including demonstrable savings in effective interest rate, bond preparation, bond underwriting or bond issuance costs; and |
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WHEREAS, there have been presented to this meeting the proposed forms of the First Supplemental Trust Agreement, an Official Statement describing the Bonds, a Bond Purchase Contract for the Bonds, an Escrow Agreement and a Continuing Disclosure Agreement (as such terms are hereinafter defined). |
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NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the Board of Supervisors |
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The foregoing recitals are true and correct and this Board hereby so finds and determines. |
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The Board hereby approves the issuance of the Bonds by the Authority, in an aggregate principal amount not to exceed $8,500,000, to be issued in one or more series and to carry such designation as the officer executing the same determines is appropriate. |
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The officers of the County may, if it is determined to be necessary or desirable, assist the Authority in obtaining bond insurance for the Bonds and a surety bond or bonds with respect to all or a portion of the reserve requirement with respect to the Bonds or the Prior Bonds. |
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The proposed form of Continuing Disclosure Agreement, dated as of January 1, 2004 (the "Continuing Disclosure Agreement"), by and between the County and the Trustee, on file with the Clerk of the Board of Supervisors, is hereby approved. The County Manager, Assistant County Manager and Deputy County Manager are each hereby authorized and directed, acting singly, for and in the name and on behalf of the County, to execute and deliver the Continuing Disclosure 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. |
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The proposed form of Bond Purchase Contract (the "Bond Purchase Contract") among the Authority, the County and Henderson Capital Partners LLC, as Underwriter (the "Underwriter"), on file with the Clerk of the Board of Supervisors, is hereby approved. The County Manager, Assistant County Manager and Deputy County Manager are each hereby authorized and directed, acting singly, for and in the name and on behalf of the County, to accept the offer of the Underwriter to purchase the Bonds as reflected in the Bond Purchase Contract; and to execute and deliver the Bond Purchase Contract in substantially the form on file with the Secretary of the Authority, with such additions, deletions or changes therein as such officer determines are necessary or appropriate and are approved by such officer, such approval to conclusively evidenced by the execution and delivery of the Bond Purchase Contract; provided, that the interest rate on the Bonds shall not exceed a true interest cost of five percent (5%) per annum and the underwriting discount (excluding any original issue discount) shall not exceed one percent (1.0%) of the principal amount of Bonds sold. |
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The proposed form of Official Statement relating to the Bonds (the "Official Statement"), on file with the Clerk of the Board of Supervisors, is hereby approved. The County Manager, Assistant County Manager and Deputy County Manager are each hereby |
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authorized and directed, acting singly, for and in the name of and on behalf of the County, to execute and deliver the Official Statement 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. The Underwriter is hereby directed to distribute copies of the Official Statement to all actual purchasers of the Bonds. Distribution by the Underwriter of a Preliminary Official Statement relating to the Bonds is hereby approved and the County Manager, Assistant County Manager and Deputy County Manager are each hereby authorized and directed, acting singly, to execute a certificate confirming that the Preliminary Official Statement has been "deemed final" by the County for purposes of Securities and Exchange Commission Rule 15c2-12. |
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The Bonds in an aggregate principal amount not to exceed $8,500,000 shall be issued in accordance with the Trust Agreement and the First Supplemental Trust Agreement which is hereby approved. A portion of the proceeds of the Bonds shall be deposited pursuant to the Escrow Agreement to defease a portion of the Prior Bonds or, if market conditions are such that a crossover refunding would be more advantageous to the County and the Authority, to provide payments on the Bonds until the redemption dates of the Prior Bonds, and such Escrow Agreement with appropriate changes to reflect the form of the refunding is hereby approved. |
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The officers and Supervisors of the County are hereby authorized and directed, acting singly, to do any and all things and to execute and deliver any and all documents and certificates which they deem necessary or advisable in order to consummate the execution and delivery of the documents mentioned herein and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. The documents authorized herein may be dated such date, as may be appropriate to indicate when the Bonds are actually sold or delivered. |
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The County Manager, Assistant County Manager and Deputy County Manager of the County are hereby authorized and directed, acting singly, to execute and deliver any Certificate of the County or Written Request of the County required to be delivered pursuant to the Trust Agreement, the First Supplemental Trust Agreement or the Bond Purchase Contract or otherwise as may be necessary or desirable in connection with the refinancing of the Project, including the execution of any investment agreement or direction of investment with respect to Bond funds, which investments are hereby authorized to have terms of up to the final maturity of the Bonds. |
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All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the sale or issuance of the Bonds, including without limitation any of the foregoing that may be |
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necessary or desirable in connection with any default under or amendment of such documents or additional confirmations, settlements or revisions, may be given or taken, without further authorization by this Board, by the County Manager, Assistant County Manager or Deputy County Manager and each such officer is hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officers may deem necessary or desirable to further the purposes of this Resolution. |
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This Resolution shall take effect from and after its adoption. |
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