... Abstaining: Supervisor:Nore... 1) X Approved as recommended 2) Denied 3) Approved as amended

Transcription

1 I Click Here to Return ARD OF SUPERVISORS OF THE COUNTY OF STANISLAUS ACTION AGENDA SUMMARY DEPT: CHIEF EXECUTIVE OFFICE BOARD AGENDA# 111. A. Urgent Routine AGENDA DATE February 17, CEO Concurs with Recommendation * YES N L 415 Vote Required YES NO!! (Informa ion Attached) STAFF RECOMMEN- DATIONS: APPROVAL OF A RESOLUTION AND FINANCING DOCUMENTS RELATING TO THE ISSUANCE OF STANISLAUS COUNTY 2004 CERTIFICATES OF PARTICIPATION, SERIES A AND B TO FINANCE A PORTION OF THE GALL0 ARTS CENTER, THE STREET OFFICE BUILDING AND PARKING GARAGE AND THE REIMBURSEMENT OF ACQUISITION AND REMODEL COSTS FOR THE NICK W. BLOM SALIDA REGIONAL 1. APPROVE A RESOLUTION AUTHORIZING THE ISSUANCE OF STANISLAUS COUNTY 2004 CERTIFICATES OF PARTICIPATION (2004 CAPITAL IMPROVEMENTS), SERIES A AND SERIES B; AND (Continued Page 2) FISCAL FINANCING PLAN FOR 2004 COPS IMPACT: The total par amount of the financing is up to $46 million, broken into two series. Series A will be for a par amount (including cost of debt issuance) of up to $16 million and will be secured solely by a pledge of the Gallo Center for the Arts. Series B will be for the remaining par and will be secured by a pledge of several County assets, including the former City Hall building, the unencumbered portions of the downtown County jail, the Parking Garage to be constructed, as well as the Nick W. Blom Salida Regional Library and Community Center. (Continued Page 2)... BOARD ACTION AS FOLLOWS: No On motion of Supervisor ----_G_ro_v_e_r_ r_ Seconded by Supervisor Paul and approved by the following vote, Ayes: Supervisors:~P~~l,M~~ieId.+~~~\~e~~&rld~hakma~~~~~~~s~ Noes: Su~ewisors:N9-n~e~~~~--~~~~---~~~~~--~ Excused or Absent: Supewisors:Skua~ Abstaining: Supervisor:Nore... 1) X Approved as recommended 2) Denied 3) Approved as amended 4) Other: MOTION: Adopted CIFA Resolution No ATTEST: C~ISTINE FERRARO TALLMAN, Clerk File No.

2 Click Here to Return to Agenda A1 J?-~E FINANCING FOR THE GALL0 CENTER FOR THE ARTS, THE STREET OFFICE BUILDING AND PARKING PROJECT, AND THE SALIDA REGIONAL LIBRARY; AND RELATED ACTIONS PAGE 2 STAFF RECOMMEN DATIONS: (Con't) 2. APPROVE THE FORMS OF THE TWO SITE LEASES, LEASE AGREEMENTS, TRUST AGREEMENTS, ASSIGNMENT AGREEMENTS, AND A PURCHASE AGREEMENT WITH RESPECT TO THE EXECUTION AND DELIVERY OF COUNTY OF STANISLAUS SERIES A AND SERIES B CERTIFICATES OF PARTICIPATION; AUTHORIZE THE EXECUTION AND DELIVERY OF SUCH SERIES A CERTIFICATES EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $16,000,000 AND SUCH SERIES B CERTIFICATES EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $30,000,000; AND AUTHORIZE THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS IN CONNECTION THEREWITH; AND 3. APPROVE THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZE APPROVED DESIGNATED OFFICERS OF THE STANISLAUS COUNTY CAPITAL PROJECTS FINANCING AURHORITY TO MAKE WHATEVER CHANGES ARE NECESSARY TO DEEM IT FINAL FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS OF THE CERTIFICATES AND TO FURTHER AUTHORIZE DELIVERY OF A FINAL OFFICIAL STATEMENT TO ACTUAL PURCHASERS OF THE CERTIFICATES FISCAL IMPACT (Con't) The General Fund will be committed to make all principal and interest payments under the COPs. As discussed below, the COPs will be issued as fixed rate COPs. The interest rate on the COPs will be set on the day of pricing and the final debt service will be known at that time. The COPs will be structured with no debt service due from the County during the current fiscal year and, most likely, no debt service due during the and fiscal years, during which interest on the COPs will be capitalized. County staff is evaluating different debt service structures. The COPs will be structured with a 20-year final maturity or a final maturity that is 20 years after the County begins making debt service payments, in no event longer than 25 years. A summary of the transaction documents and financing terms are attached.

3 Click ere to Return to Agenda APPROVAL OF THE FINANCING FOR THE GALL0 CENTER FOR THE ARTS, THE 12TH STREET OFFICE BUILDING AND PARKING PROJECT, AND THE SALIDA REGIONAL LIBRARY; AND RELATED ACTIONS PAGE 3 DISCUSSION: Purpose of the Financing: If approved by this Board, the financing will fund the County's share of costs of the Gallo Center for the Arts, the 12'~ Street Office and Parking Garage, and the reimbursement of the acquisition and remodeling costs for the Nick W. Blom Salida Regional Library. Structure of the Financing: The financing will be structured in the form of fixed rate Certificates with two series. Interest on both Series A and B of the COPs will be exempt from federal and State of California income taxes. Series A of the COP will be secured by a pledge of the Gallo Center for the Arts. The Gallo Center for the Arts is the only asset that will be pledged toward the Series A Bonds. The Series B Bonds will be secured by a pledge of the following assets: the Street Parking Garage, the former City Hall Building, an unencumbered portion of the County Jail, and the existing Nick W. Blom Salida Regional Library The combined value of the pledged assets is approximately $28.0 million, securing an estimated $27.5 million in par amount of the Series B Bonds. Size: The final par amount of the financing will be determined after the 12'~ Street construction bids are received and approved. The amount of Certificates issued also will include the costs associated with this transaction. In addition, the County will borrow funds to make interest payments on the COP during the construction periods of the various projects and to fund a debt service reserve fund. The estimated cost of the debt service is attached. Maturity: The final maturity on the COP is expected to be twenty years, or twenty years after the date on which the County begins making debt service payments. Interest Rate Mode: The COPs will be issued as fixed rate maturities. Ratinas and Credit Enhancement: The COPs will carry 'AAA' ratings, resulting from the purchase of bond insurance from AMBAC. The bond insurance premium is set at 87 basis points of the total debt service. POLICY ISSUES: STAFFING IMPACTS: Approval of the staff recommendations will result in financing to pay for the County's share of costs associated with the Gallo Center for the Arts, the 12'~ Street Office Building and Parking Garage and the reimbursement of the acquisition and remodeling cost for the Nick W. Blom Salida Regional Library. None.

4 Click Here'to Return to Agenda SUMMARY OF DOCUMENTS FOR THE COUNTY OF STANISLAUS CERTIFICATES OF PARTICIPATION (2004 CAPITAL IMPROVEMENTS) SERIES 2004A AND SERIES 2004B TRANSACTION SUMMARY The Stanislaus County Capital Improvements Financing Authority (the "Authority") is a joint powers authority with the authority to assist in the financing of public capital improvements to be owned by the County of Stanislaus (the "County"). The County plans to cause the execution and delivery of the above-captioned certificates of participation (the "Certificates"), the proceeds from the sale of which are intended (i) to finance a portion of the acquisition, construction, furnishing and equipping of the Gallo Center for the Arts and related facilities thereto, (ii) to finance the acquisition, construction, furnishing and equipping of an office building and parking structure to be located at 12th Street and I Street (the "12'~ Street Office Building and Parking Garage"), (iii) to reimburse the County for the costs of the acquisition, rehabilitation, furnishing and equipping of the Nick W. Blom Salida Regional Library and related facilities thereto (collectively, the "Project"), (iv) fund a reserve fund and (v) pay the costs related to the sale, execution and delivery of the Certificates. The Series A Certificates will be executed and delivered in an amount up to $16,000,000 and will finance a portion of, and will be secured by a pledge of, the Gallo Center for the Arts. The Series B Certificates will be executed and delivered in an amount up to $30,000,000 and will finance the 12" Street Office and Parking Garage and the reimbursement of acquisition and remodel costs for the Nick W. Blom Salida Regional Library. The Series B Certificates will be secured by a pledge of the Parking Garage, the Nick W. Blom Salida Regional Library, the Downtown Jail and City Hall (together with the Gallo Center for the Arts, the "Pledged Property"). SUMMARY OF CERTIFICATES OF PARTICIPATION DOCUMENTS Each of the following documents are separate documents with respect to the Series A Certificates and Series B Certificates: Trust Agreement. The Trust Agreement by and among the County, the Authority and the Trustee (to be determined by the County this week) dated as of March 1,2004 (the "Trust Agreement") is the document pursuant to which the Trustee executes and delivers the Certificates, as directed by the County. The Trust Agreement provides the terms of payment on the Certificates, which shall be each March 1 and September 1 in each year the Certificates are outstanding, and the terms of optional and mandatory prepayment of the Certificates. The Trust Agreement provides for the payment of a fixed rate of interest with respect to the Certificates. The Trust Agreement also governs the flow of funds from initial Certificate proceeds deposited into the Cost of Issuance Fund, Construction Fund and Reserve Fund, and the use of such funds by the County for the reimbursement, acquisition, construction, furnishing and equipping of the Project, as applicable. The Trust Agreement also provides for the receipt of Lease Payments from the County by the Trustee each February 15 and August 15 in each year the Certificates are outstanding. Leaseffurchase Agreement. The Leaselpurchase Agreement by and between the Authority and the County, dated as of March 1,2004 (the "Lease Agreement") is the document pursuant to which

5 Click ere to Return to Agenda the County will lease back from the Authority the Pledged Property (leased to the Authority pursuant to the Site Lease described below). The Lease Payments made by the County pursuant to the Lease Agreement are used to pay the principal and interest evidenced by the Certificates. The Lease Payments made by the County to the Authority pursuant to the Lease Agreement are assigned to the Authority pursuant to the Assignment Agreement (described below). Site Lease. Pursuant to the Site Lease by and between the Authority and the County, dated as of March 1,2004 (the "Site Lease"), the County agrees to lease the Pledged Property to the Authority, and the Authority agrees to lease the Pledged Property from the Authority, for the benefit of the Certificate owners. The County agrees to lease back the Pledged Property pursuant to the terms of the Lease Agreement described above. Assignment Agreement. Pursuant to the Assignment Agreement by and between the Authority and the Trustee, dated as of March 1, 2004 (the "Assignment Agreement"), the Authority irrevoca'bly assigns its right to receive the Lease Payments from the County under the Lease Agreement to the Trustee for the benefit of the Certificate owners. SUMMARY OF UNDERWRITING DOCUMENTS Purchase Contract. The Purchase Contract by and between the County and the underwriter of the Certificates to be selected by the County (the "Underwriter") (the "Purchase Contract") is the document pursuant to which the County agrees to cause the sale, execution and delivery of the Certificates to the Underwriter. The Purchase Contract provides all of the conditions precedent to closing the transaction related to the sale of the Certificates, including execution and delivery of all the transaction documents, certificates of parties to the transaction and delivery of opinion letters. Such conditions include a certificate of the County that the representations and warranties concerning the County in all of the transaction documents are true, including information concerning the County in the Official Statement. Preliminary Official Statement, The Preliminary Official Statement is the offering document distributed by the Underwriter to potential Certificate purchasers prior to the pricing date, which is the date of the Purchase Contract. The Preliminary Official Statement provides potential Certificate purchasers comprehensive information concerning provisions of the Certificates, security for the Certificates, a detailed description of the County and its finances, a description of the Project, a description of the Pledged Property, certain risks of owning the Certificates, and other miscellaneous information. The County will be required to certify the information concerning the County set forth in both the Preliminary Official Statement and Official Statement. The Official Statement contains the final pricing terms contained in the Purchase Contract and must be printed and delivered to Certificate purchasers no later than 7 business days after Certificate pricing. Continuing Disclosure Agreement. Pursuant to the Continuing Disclosure Agreement by and between the County and the Trustee, dated as of March 1, 2004 (the "Continuing Disclosure Agreement"), the County agrees to undertake certain disclosure obligations related to the Certificates required under Rule 15~2-12(b)(5) of the Securities Exchange Act of Such disclosure obligations of the County include providing annual financial information, including audited financial statements, to each Nationally Recognized Municipal Securities Information Repository (the bbnrmsirs"). Additionally, the County is obligated to timely notify (i) MSRB or each NRMSIR, (ii) any state information repository, and (iii) the Trustee of certain "Material Events." Material Events include, without limitation, payment defaults on the Lease Payments, non-payment related defaults, release, sale or substitution of the Pledged Property.

6 Click Here to Return to Agenda Stanislaus County 2004 COP Financing For Gallo Center For The Arts, 12th Street Office Building and Parking Garage and Reimbursement For the Nick W. Blom Salida Regional Library Gallo Center 12th Street 12th Street Salida For The Arts Office Building Park'g Garage Library m m B~ds Rece~ved Bids Due - e, B~ds Due B Project z z Complete Total Project Cost $34,889,799 $12,916,414 $9,337,864 $6,650,000 Others Share Of Cost CVCA $1 9,728,799 City (This Package) $1 61,000 Westlands $2,148,219 Stancera $1,671,329 $687,571 County Share Of Project Cost $1 5,000,000 $9,096,866 $8,650,293 A $6,650,000 Cost To Be Financed Contributions: Land $2,500,000 Cash Sources Option 1 $1,500,000 Option 2 $0 $2,500,000 B Option 1 $1 1,000,000 $6,596,866 $8,650,293 $6,650,000 Option 2 $12,500,000 Including Fees, Capitilized Interest, Par Amount Option 1 $1 3,530,000 $8,275,000 $1 0,850,000 $8,390,000 Option 2 $1 5,375,000 Gross Debt Option 1 $944,891 $566,798 $743,038 $573,672 Option 2 $1,073,696 Dedicated Revenue $0 $500,000 $84,809 $573,672 Net Debt Obligation Option 1 $944,891 $66,798 $658,229 $0 Option 2 $1,073,696 Total of All Projects Net Debt Obligation Cost Notes: A: The Debt Cost Will Be Offset $84,809 From Annual License Fees From Westlands Corporation. B: $2,000,000 is Criminal Justice Trust Funds; $500,000 Is Public Facilities Fees.

7 Click Hereto Return to Agenda RESOLUTION NO. 7 nnh - n 1 RESOLUTION OF THE STANISLAUS COUNTY CAPITAL IMPROVEMENTS FINANCJNG AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF TWO SITE LEASES, LEASE AGREEMENTS, TRUST AGREEMENTS, ASSIGNMENT AGREEMENTS AND A PURCHASE CONTRACT WITH RESPECT TO THE EXECUTION AND DELIVERY OF COUNTY OF STANISLAUS SERIES A AND SERIES B CERTIFICATES OF PARTICIPATION, AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH SERIES A CERTIFICATES EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $16,000,000 AND SUCH SERIES B CERTIFICATES EVIDENCING PRINCIPAL IN AN AGGREGATE AMOUNT OF NOT TO EXCEED $30,000,000 AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the Stanislaus County Capital Improvements Financing Authority is a joint powers authority organized and existing under the laws of the State of California (the "Authority") with the authority to assist in the financing of capital facilities on behalf of the County of Stanislaus, a body corporate and politic of the State of California (the "County"); WHEREAS, the County desires to finance a portion of the costs of the acquisition, construction and installation of certain capital improvements consisting of certain arts facilities to be known as the "Gallo Center for the Arts" ( the "Series A Project"); WHEREAS, the County also desires to finance a portion of the costs of the acquisition, construction and installation of certain capital improvements consisting of the 12th Street Office Building and Parking Garage and reinbursement the costs of the acquisition, construction and installation of certain capital improvements incurred with respect to the Nick W. Blom Salida Library (collectively, the "Series B Project" and together with the Series A Project, the "Projects"); WHEREAS, in order to finance the Series A Project, the County will lease certain real property (the "Series A Property"), as further described in Exhibit A to the Lease Agreement by and between the County and the Authority referred to herein (the "Series A Lease Agreement"), to the Authority pursuant to a Site Lease by and between the County and the Authority referred to herein (the "Series A Site Lease"), and sublease the Series A Property and the improvements to be constructed thereon back from the Authority pursuant to the Series A Lease Agreement; WHEREAS, in order to finance and refinance the Series B Project, the County will lease certain real property and the improvements thereon (the "Series B Property"), as further described in Exhibit A to the Lease Agreement by and between the County and the Authority referred to herein (the "Series B Lease Agreement" and together with the Series A Lease Agreement, the "Lease Agreements"), to the Authority pursuant to a Site Lease by and between the County and the Authority referred to herein (the "Series B Site Lease" and together with the Series A Site Lease, the "Site Leases"), and sublease the Series B Property and the improvements existing and to be constructed thereon back from the Authority pursuant to the Series B Lease Agreement;

8 Click ere to Return to Agenda WHEREAS, the County and the Authority have determined that it would be in the best interests of the County, the Authority and the residents of the County to provide the funds necessary to finance the Series A Project through the sale and delivery, pursuant to a Trust Agreement (the "Series A Trust Agreement"), by and among BNY Western Trust Company (the "Trustee"), the Authority and the County, of certificates of participation (the "Series A Certificates") evidencing direct, fractional undivided interests in the lease payments to be made by the County under the Series A Lease Agreement; WHEREAS, the County and the Authority have determined that it would be in the best interests of the County, the Authority and the residents of the County to provide the funds necessary to finance the Series B Project through the sale and delivery, pursuant to a Trust Agreement (the "Series B Trust Agreement," and together with the Series A Trust Agreement, the "Trust Agreements"), by and among the Trustee, the Authority and the County, of certificates of participation (the "Series B Certificates," and together with the Series A Certificates, the "Certificates") evidencing direct, fractional undivided interests in the lease payments to be made by the County under the Series B Lease Agreement; WHEREAS, all rights to receive such lease payments under the Series A Lease Agreement will be assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement with respect to the Series A Lease Agreement and all rights to receive lease payments under the Series B Lease Agreement will be assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement with respect to the Series B Lease Agreement (collectively, the "Assignment Agreements"); WHEREAS, in consideration of such assignment and the execution of the Series A Trust Agreement, the Trustee will execute and deliver the Series A Certificates, each evidencing and representing a direct, fractional undivided interest in such lease payments under the Series A Lease Agreement; WHEREAS, in consideration of such assignment and the execution of the Series B Trust Agreement, the Trustee will execute and deliver the Series B Certificates, each evidencing and representing a direct, fractional undivided interest in such lease payments under the Series B Lease Agreement; WHEREAS, the Series A Certificates and the Series B Certificates will be offered to purchasers pursuant to the terms of a Preliminary Official Statement; WHEREAS, the Series A Certificates and the Series B Certificates are proposed to be sold to an underwriter selected by the County pursuant to the terms of a Purchase Contract (the "Purchase Contract"); WHEREAS, the Governing Board of the Authority (the "Board") has been presented with the form of each document referred to herein relating to the actions contemplated hereby, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such actions; and WHEREAS, all acts, conditions and things required by the 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 the actions authorized hereby do exist, have happened and have been performed in

9 Click ere to Return to Agenda regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such actions for the purpose, in the manner and upon the terms herein provided. NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Stanislaus County Capital Improvements Financing Authority, as follows: Section 1. All of the recitals herein contained are true and correct and the Board so finds. Section 2. The forms of the Site Leases on file with the Secretary of the Authority are hereby approved, and the Chair of the Authority, the Secretary of the Authority and the Executive Director of the Authority, or their designees, and such other officers of the Authority as the Chair of the Authority may designate (collectively, the "Authorized Officers"), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Site Leases in substantially said forms, with such changes therein as are recommended or approved by Stradling Yocca Carlson & Rauth, a Professional Corporation ("Special Counsel"), and approved by the Authorized Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The forms of the Lease Agreements on file with the Secretary of the Authority are hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreements in substantially said forms, with such changes therein as are recommended or approved by Special Counsel, and approved by the Authorized Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that (i) the aggregate amount of the principal components of the lease payments payable under the Series A Lease Agreement shall not exceed $16,000,000, (ii) the aggregate amount of the principal components of the lease payments payable under the Series B Lease Agreement shall not exceed $30,000,000, (iii) the terms of the Lease Agreements shall not exceed 25 years (provided that such term may be extended as provided therein), and (iv) the rate applicable to the interest components of the lease payments payable under the Lease Agreements shall not exceed 6.00% per annum. Section 4. The forms of the Trust Agreements on file with the Secretary of the Authority are hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Trust Agreements in substantially said forms, with such changes therein as are recommended or approved by Special Counsel, and approved by the Authorized Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The forms of Assignment Agreements on file with the Secretary of the Authority are hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreements in substantially said forms, with such changes therein as are recommended or approved by Special Counsel, and approved by the Authorized Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The form of Purchase Contract on file with the Secretary of the Authority is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Purchase Contract in

10 Click ere to Return to Agenda substantially said form, with such changes therein as are recommended or approved by Special Counsel, and approved by the Authorized Officer executing the same, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that in no event shall the principal amount of the Series A Certificates exceed $16,000,000, nor shall the principal amount of the Series B Certificates exceed $30,000,000, nor shall the underwriter's discount exceed 2.00% of the combined principal amount of the Series A Certificates and Series B Certificates. Section 7. The execution and delivery of Series A Certificates evidencing principal in an amount not to exceed $16,000,000, payable in the years and in the amounts, and evidencing interest as specified in the Series A Trust Agreement as finally executed, are hereby authorized and approved. The proceeds of the Series A Certificates shall be expended to (i) acquire and construct the Series A Project, (ii) fund a reserve fund, if required, (iii) pay for the costs of the sale and delivery of the Series A Certificates, and (iv) fund capitalized interest of the Series A Certificates for the period specified in the Series A Trust Agreement. Section 8. The execution and delivery of Series B Certificates evidencing principal in an amount not to exceed $30,000,000, payable in the years and in the amounts, and evidencing interest as specified in the Series B Trust Agreement as finally executed, are hereby authorized and approved. The proceeds of the Series B Certificates shall be expended to (i) acquire and construct the Series B Project, (ii) fund a reserve fund, if required, (iii) pay for the costs of the sale and delivery of the Series B Certificates, and (iv) fund capitalized interest of the Series B Certificates for the period specified in the Series B Trust Agreement. Section 9. The Authority consents to the preparation and distribution by the County of the Preliminary Official Statement to prospective purchasers of the Series A Certificates and Series B Certificates in substantially the form on file with the Secretary of the Authority, with such additions thereto and changes therein as are recommended or approved by Hawkins, Delafield & Wood, as Disclosure Counsel ("Disclosure Counsel") to the County, or County Counsel, and which shall be deemed final by the County, and to the preparation of a final Official Statement in substantially the form of the Preliminary Official Statement, with such additions thereto and changes therein as are recommended or approved by Disclosure Counsel, or County Counsel, and approved by the officer or officers executing the same on behalf of the County. Section 10. The officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Further, the Authorized Officers, upon the advice of Special Counsel, are hereby directed to make all changes to the Trust Agreements, Lease Agreements, Site Leases, Assignment Agreements, Purchase Contract and Preliminary Official Statement as are necessary to reflect the selection of Ambac Assurance Corporation as the municipal bond insurer for the Certificates. Section 11. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

11 (;lick ÿ ere to Return to Agenda Section 12. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 1 7th day of February, " khdr of the ~tanislaus\county - ~a$tal. Improvements Financing Authority - < [Seal] ~-,dw d& Secretary of the Stanislaus County Capital Improvements Financing ~uthority

12 ciick ~er;! to Return to Agenda SECRETARY'S CERTIFICATE Christine Ferraro 1, allm man, Secretary of Stanislaus County Capital Improvements Financing Authority, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the Governing Board of said Authority duly and regularly held on February 17,2004, of which meeting all of the members of said Board had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: Paul, Mayfield, Grover and Chairman Caruso NOES: NO,, ABSENT OR NOT VOTING: Simon I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: February 17,2004 Secretary of the Stanislaus County Capital Improvements Financing Authority Resolution of Authority Authorizing Issuance (COPS) 1

13 Click Here to Return to Agenda The Depository Trust Company A subsidiary of The Depository Trust & Clearing Corporation BLANKET ISSUER LElTER OF REPRESENTATIONS Fo be Completed by Issuer] STANISLAUS COUNTY CAPITAL IMPROVEMENTS FINANCING AUTHORITY (County of Stanislaus, State of California) [Name of Issuer] [For Municipal Issues: Underwriting Department-Eligibiliv; or Corporate Issues: General Counsel's Office; 49th Floor] The Depository Trust Company 55 Water Street New York, NY Ladies and Gentlemen: 50th Floor] February 24, 2004 [Date] This letter sets forth our understanding with respect to all issues (the "Securities") that Issuer shall request be made eligible for deposit by The Depository Trust Company ("DTC"). To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTCS Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC's Operational Arrangements, as they may be amended from time to time. Note: Schedule A contains statements that DTC believes accurately describe DTC, the method of effectin book-entry transfers of securities distributed through DBC, and certain related matters. Verytqdy ours, Stanls P aus County Capital Improvements Received and Accepted: THE DEPOSITORY TRUST DTCC The Depository TNst & Clearing Corporation Paul Caruso, Chairman (Print Name) 1010 Tenth Street, Suite 6500 (Street Address) Modesto, California, USA (City) (State) (Country) (Zip Code) (209 ) (Phone Number) carusop@rnail~co~stanislaus.caaus ( Address)

14 Click Here to Return to Agenda SAMPUE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC-bracketed SCHEDULE A (To Blanket Issuer Letter of Representations) material may be applicable only to certain issues) 1. The Depository Trust Company ("DTC), New York, MI, will act as securities depository for the securities (the"securities"). The Securities dl be issued as fully-registered securities registered in the name of Cede & Co. (DTCS partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for [each issue ofl the Securities, [each] in the aggregate principal amount of such issue,and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 2. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Unifonn Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 2 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial 0wner")is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written conhations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive ~er~cates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTCS records reflect only the identity

15 Click Here to Return to Agenda of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners wiu be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of siecant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.] [6. Redemption notices shall be sent to DTC. If less than d of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTCS Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possibie after the record date. The Omnibus Proxy assigns Cede & Co.3 consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTCS practice is to credit Direct Participants' accounts upon DTCs receipt of funds and corresponding detaii information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTCS record.. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC [nor its nominee], Agent, or Issuer, subject to any statutory or reguiatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tendermemarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to [Tendermemarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transfened by Direct Participants on DTC's records and followed by a book-entry credit of tendered Securities to [Tendermemarketing] Agent's DTC account.] 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 11. Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered. 12. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.