Viewing Instructions
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RESOLUTION ~0. 2011-118 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SHASTA APPROVING THE FORMS OF THE SITE LEASE, FACILITY LEASE, AND ASSIGNMENT AGREEMENT, AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF A SITE LEASE, AND FACILITY LEASE, AND AUTHORIZING ADDITIONAL DOCUMENTS, CERTIFICATES AND OTHER MATTERS RELATING THERETO WHEREAS, the Shasta Joint Powers Financing Authority (the "Authority") issued its Lease Revenue Refunding Bonds (County Courthouse Improvements Project) 1998 Series A (the "1998 Series A Bonds") on March 11, 1998 in the original principal amount of $9,165,000 pursuant to the Trust Agreement, dated as of February 1, 1998, by and between the Authority and U.S. Bank National Association, successor in interest to First Trust of California, National Association, as trustee (the "Series 1998 Trustee"); and WHEREAS, the 1998 Series A Bonds are secured by rental payments made by the County of Shasta (the "County") pursuant to the Facility Lease, dated as of February 1, 1998, by and between the County and the Authority (the "Series 1998 Facility Lease"); and WHEREAS, if the County can achieve debt service savings with respect to the 1998 Series A Bonds and reduce the annual rental payable by the County under the Series 1998 Facility Lease, the County intends to prepay its obligations under the Series 1998 Facility Lease and defease and redeem the outstanding 1998 Series A Bonds; and WHEREAS, in connection therewith the County and the Authority will enter into a Site Lease, dated as of November 1, 2011 (the "Site Lease"), whereby the County will lease to the Authority certain real property and the improvements located thereon as described in the Site Lease (the "Leased Property"), and the County will sublease the Leased Property from the Authority pursuant to the Facility Lease dated as of November 1, 2011 (the "Facility Lease"); and WHEREAS, in connection therewith the Authority will assign without recourse certain of its rights under the Site Lease and the Facility Lease, including all of its rights to receive the lease payments scheduled to be paid by the County pursuant to the Facility Lease, to Bank of America, N.A., as Assignee (the "Assignee"), pursuant to an Assignment Agreement dated as of November 1, 2011 by and between the Authority and the Assignee (the "Assignment Agreement"); and WHEREAS, the County desires to approve the forms of the Assignment Agreement, the Site Lease and the Facility Lease and authorize and approve the execution and delivery of the Site Lease and the Facility Lease and such other documents and certificates as may be necessary or desirable in connection therewith; and Resolution No. 2011-118 November 1, 2011 Page 2 of3 WHEREAS, there have been presented at this meeting proposed forms of the Assignment Agreement, the Site Lease and the Facility Lease; 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 transaction 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 its role in such transaction for the purpose, in the manner and upon the terms herein provided. NOW THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Shasta (the "Board") as follows: SECTION 1. Authorization of Transaction. The Board hereby authorizes the defeasance and refunding of the 1998 Series A Bonds and the execution and delivery of the Facility Lease in a principal component of Base Rental Payments (as defmed in the Facility Lease) not to exceed $5,325,000, with a true interest component of Base Rental Payment not to exceed 2.65% per annum and a lease term of not later than June 1, 2023, as provided in the Facility Lease to provide funds to defease and redeem the 1998 Series A Bonds and pay costs of execution and delivery of the Facility Lease. The Facility Lease shall not constitute an obligation of the County for which the County is obligated or permitted to levy or pledge any form of taxation or for which the County has levied or pledged or will levy or pledge any form of taxation. SECTION 2. Approval of Site Lease, Facility Lease and Assignment Agreement. The forms of the Assignment Agreement, the Facility Lease and the Site Lease presented at this meeting is hereby approved and each of the County's Administrative Fiscal Chief, Auditor Controller, Treasurer-Tax Collector, Chief Deputy Auditor, or his or her designees (each, an "Authorized Officer") is hereby authorized and directed, for and in the name of and on behalf of the County, to execute, acknowledge and deliver the Site Lease and the Facility Lease in substantially the forms presented at this meeting with such additions thereto and changes therein as are approved by any such Authorized Officer, acting singly, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. General Authorization. The officers and staff of the County are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents and certificates which, in consultation with County Counsel or Hawkins Delafield & Wood LLP, special counsel to the County in connection with the proposed execution and delivery of the Facility Lease, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, the defeasance and redemption of the 1998 Series A Bonds and the execution and delivery of the Facility Lease, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. Resolution No. 2011-118 November 1, 2011 Page 3 of3 SECTION 4. Effective Date. This Resolution shall take effect immediately upon its adoption. DULY PASSED AND ADOPTED this 1st day of November, 2011 by the Board of Supervisors of the County of Shasta by the following vote: AYES: Supervisors Baugh, Kehoe, Moty, Hawes, and Hartman NOES: None ABSENT: None ABSTAIN: None RECUSE: None LES BAUGH, CHAIRMAN Board of Supervisors County of Shasta State of California ATTEST: LAWRENCE G. LEES Clerk of the Board of Supervisors By: Deputy RESOLUTION NO. 2011-118 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF SHASTA APPROVING THE FORMS OF THE SITE LEASE, FACILITY LEASE, AND ASSIGNMENT AGREEMENT, AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF A SITE LEASE, AND FACILITY LEASE, AND AUTHORIZING ADDITIONAL DOCUMENTS, CERTIFICATES AND OTHER MATTERS RELATING THERETO WHEREAS, the Shasta Joint Powers Financing Authority (the "Authority") issued its Lease Revenue Refunding Bonds (County Courthouse Improvements Project) 1998 Series A (the "1998 Series A Bonds") on March 11, 1998 in the original principal amount of $9,165,000 pursuant to the Trust Agreement, dated as of February 1, 1998, by and between the Authority and U.S. Bank National Association, successor in interest to First Trust of California, National Association, as trustee (the "Series 1998 Trustee"); and WHEREAS, the 1998 Series A Bonds are secured by rental payments made by the County of Shasta (the "County") pursuant to the Facility Lease, dated as of February 1, 1998, by and between the County and the Authority (the "Series 1998 Facility Lease"); and WHEREAS, if the County can achieve debt service savings with respect to the 1998 Series A Bonds and reduce the annual rental payable by the County under the Series 1998 Facility Lease, the County intends to prepay its obligations under the Series 1998 Facility Lease and defease and redeem the outstanding 1998 Series A Bonds; and WHEREAS, in connection therewith the County and the Authority will enter into a Site Lease, dated as of November 1, 2011 (the "Site Lease"), whereby the County will lease to the Authority certain real property and the improvements located thereon as described in the Site Lease (the "Leased Property"), and the County will sublease the Leased Property from the Authority pursuant to the Facility Lease dated as of November 1, 2011 (the "Facility Lease"); and WHEREAS, in connection therewith the Authority will assign without recourse certain of its rights under the Site Lease and the Facility Lease, including all of its rights to receive the lease payments scheduled to be paid by the County pursuant to the Facility Lease, to Bank of America, N.A., as Assignee (the "Assignee"), pursuant to an Assignment Agreement dated as of November 1, 2011 by and between the Authority and the Assignee (the "Assignment Agreement"); and WHEREAS, the County desires to approve the forms of the Assignment Agreement, the Site Lease and the Facility Lease and authorize and approve the execution and delivery of the Site Lease and the Facility Lease and such other documents and certificates as may be necessary or desirable in connection therewith; and Resolution No. 2011-118 November 1, 2011 Page 2 of3 WHEREAS, there have been presented at this meeting proposed forms of the Assignment Agreement, the Site Lease and the Facility Lease; 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 transaction 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 its role in such transaction for the purpose, in the manner and upon the terms herein provided.