ADOPT A RESOLUTION TO JOIN THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, A JOINT EXERCISE OF POWERS AGENCY

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1 AGENDA June 30,2009 COUNTY ADMINISTRATOR June 23, 2009 SUSAN 5. MURANlsHI COUNTY ADMINISTRATOR DONNA LINTON ASSiSTANT COUNTY ADMINISTRATOR Honorable Board of Supervisors Administration Building Oakland, CA SUBJECT: ADOPT A RESOLUTION TO JOIN THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, A JOINT EXERCISE OF POWERS AGENCY Dear Board Members: RECOMMENDATION: In order to expand debt financing options to assist for profit and non-profit corporations and other entities in obtaining financing for projects and purposes serving the public interest, it is recommended that your Board: Adopt a resolution approving Alameda County's associate membership in the California Enterprise Development Authority (CEDA), and o Approve the execution of an Associate Membership Agreement. DISCUSSION/SUMMARY: The California Enterprise Development Authority (CEDA) is a Joint Powers Authority formed to assist for profit and non-profit corporations and other entities in obtaining financing for projects and purposes serving the public interest. The Cities of Selma, Lancaster and Eureka are the original members of the CEDA and other local agencies in the State of California may join as Associate Members, enjoying the same privileges as the original members, but without voting rights. Other Associate Members include the counties of San Diego, San Bernardino, Riverside, Sacramento, Sonoma and Stanislaus. The President of the California Association of Local Economic Directors (CALED) and the Executive Committee of CALED's Board of Directors serve as the CEDA's Board of Directors. CALED is the statewide professional organization for economic development practitioners and formed CEDA to increase access to conduit bond financing for for-profit and nonprofit organizations with projects in member jurisdictions. CEDA has considerable experience, particularly with non-profit organizations, and has recently completed a $4 million equipment financing for Lorna Linda University Medical Center, a $50 million financing for Beckman Research Institute and a $16 million financing for the Humane Society Silicon Valley. By joining CEDA, Alameda County will expand the range of options available to local organizations for issuing debt on a tax exempt basis OAK STREET. SUITE 555. OAKLAND, CALIFORNIA (510) FAX (510)

2 Honorable Board of Supervisors Page 2 June 23, 2009 The Hospital Committee for the Livermore-Pleasanton Areas, doing business as ValleyCare Health System, a nonprofit public benefit corporation, has requested that the County become an Associate Member of CEDA for the purpose of holding hearings to assist the corporation in securing financing. ValleyCare Health System has requested CEDA's assistance in financing and refinancing the construction, installation, equipping and furnishing of an additional 24 acute care beds located at 5555 West Las Positas Boulevard, Pleasanton, California Federal law requires a public hearing before the Board of Supervisors prior to any bond issuance by CEDA for projects under the County'sjurisdiction. lfthe Board of Supervisors does not approve the project, CEDA cannot issue bonds. SELECTION PROCESS: Not applicable. FINANCING: Since the County will be reimbursed for its administrative expenses and there is no cost to joining CED~, there will be no net County cost resulting from these actions. The Joint Exercise of Powers AgreemeJilt expressly states that, "The debts, liabilities and obligations of CEDA shall not be the debts, liabilities arid obligations of the County." Further, there is no cost to become, or remain, a member of CEDA and the County can elect to resign its membership.. Very truly yours, Susan S. Muranishi County Administrator SSM:BK:rgs V:\ED\EDABALL\BOS letterswalleycare June 09\CEDA membership bos Itt 0906.doc Attachments cc: Auditor-Controller Treasurer-Tax Collector County Counsel Sam Balisy, Kutak Rock LLP Wayne Schell, California Enterprise Development Authority Ken Mercer, ValleyCare Health System

3 RESOLUTION NO. RESOLUTION OF THE BOARD OF SUPERVISORS OF COUNTY OF ALAMEDA APPROVING THE ISSUANCE BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY OF ITS REVENUE OBLIGATIONS FOR THE BENEFIT OF THE HOSPITAL COMMITTEE FOR THE LIVERMORE-PLEASANTON AREAS, D/B/A VALLEYCARE HEALTH SYSTEM AND/OR A RELATED ENTITY IN AN AGGREGATE AMOUNT NOT TO EXCEED $10,500,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE COST OF THE ACQUISITION, CONSTRUCTION, REHABILITATION, INSTALLATION AND EQUIPPING OF CERTAIN FACILITIES, PROVIDING THE TERMS AND CONDITIONS FOR SUCH OBLIGATIONS AND OTHER MATTERS RELATING THERETO. WHEREAS, The Hospital Committee for the Livermore-Pleasanton Areas, d/b/a ValleyCare Health System (the "Corporation"), a nonprofit public benefit corporation, duly organized and existing under the laws of the State of California (the "State") has requested that the California Enterprise Development Authority (the "Authority") issue its tax-exempt and/or taxable revenue obligations in an aggregate principal amount not to exceed $10,500,000 (the "Obligations") for the benefit of the Corporation, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State (commencing with Section 6500) (the "Act") to (a) finance, refinance or reimburse the Corporation for the cost of expanding the Corporation's existing healthcare facilities located at West Las Positas Boulevard, Pleasanton, California by constructing, equipping and furnishing an additional 24-bed acute care facility on one of the existing floors and acquiring and installing other equipment (the "Facilities"); and (b) pay capitalized interest and certain costs of issuance in connection with the financing (collectively, the "Project"); and WHEREAS, the issuance ofthe Obligations must be approved by the governmental unit on behalf of which the Obligations are issued and a governmental unit having jurisdiction over the territorial limits in which the Facilities are located pursuant to the public approval requirement of Section 147(f) ofthe Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the Facilities are located within the territorial limits of the County of Alameda (the "County") and the Board of Supervisors of the County (the "Board") is the elected legislative body of the County; and WHEREAS, the Authority and the Corporation have requested that the Board approve the issuance of the Obligations and the financing of the Project with the proceeds of the Obligations pursuant to Section 147(f) ofthe Code; and

4 WHEREAS, a public hearing was held by the Board on this 30 th day of June, 2009, at the meeting which commenced at the hour of 10:30 A.M., in the County Administration Building, Supervisors' Chamber, at 1221 Oak Street, Fifth Floor, Room 512, Oakland, California, 94612, following duly published notices thereof in newspapers of general circulation in the County of Alameda, on June 16, 17 and 18,2009, and all persons desiring to be heard have been heard; and WHEREAS, it is intended that this Resolution shall comply with the public approval requirements of Section 147(f) of the Code; provided, however, that this Resolution is neither intended to nor shall it constitute an approval by the Board of the Project for any other purpose, including compliance with the California Environmental Quality Act (California Public Resources Code, Section 21100, et seq.) ("CEQA"); NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Supervisors of the County of Alameda as follows: Section 1. The Board hereby approves the issuance of the Obligations, in an aggregate principal amount not to exceed $10,500,000, and the lending of the proceeds thereof to the Corporation pursuant to the Corporation Loan. Section 2. This resolution shall constitute "host" approval of the issuance of the Obligations within the meaning of Section 147(f) of the Code and shall constitute the approval of the issuance of the Obligations within the meaning of the Act; provided, however, that this Resolution shall not constitute an approval by the Board of the Project for purposes of compliance thereof with CEQA. The Obligations are not a debt, liability or obligation of the County and the County shall not in any way be responsible for the repayment of the principal of or interest on the Obligations. Section 3. All actions heretofore taken by the officers, employees and agents of the County with respect to the approval of the issuance of the Obligations are hereby approved, confirmed and ratified, and the officers and employees of the County and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and documents which they or bond counsel may deem necessary or advisable in order to consummate the issuance of the Obligations and otherwise to effectuate the purposes of this Resolution. Section 4. This Resolution shall take effect from and after its adoption. 2

5 RESOLVED FURTHER, the Clerk of the Board of Supervisors shall certify the adoption of this resolution, and thenceforth and thereafter the same shall be in full force and effect. AYES: NOES: ABSTAIN: ***** Passed and adopted this 30 th day ofjune, 2009 by the following vote: Approved as to fonn: RICHARD E. WINNIE Alameda County Counsel By C~ k0l Claude F. Kolm, Deputy County Counsel 3

6 CERTIFICATE OF CLERK OF THE BOARD OF SUPERVISORS COUNTY OF ALAMEDA I, Crystal Hishida Graff, Clerk of the Board of Supervisors, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at the meeting of the Board ofsupervisors ofthe County ofalameda duly and regularly held in Oakland, California, on June 30,2009, of which meeting all of the members of said Board had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy 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, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of the County ofalameda hereto this day of,2009. CRYSTAL HISHIDA GRAFF Clerk of the Board of Supervisors, County of Alameda By Deputy Clerk _ 4

7 ASSOCIATE MEMBERSHIP AGREEMENT by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the COUNTY OF ALAMEDA, CALIFORNIA THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership Agreement"), dated as of June 30, 2009 by and between CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority") and the COUNTY OF ALAMEDA, CALIFORNIA, a political subdivision, duly organized and existing under the laws of the State of California (the "County"); WITNESSETH: WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member" and collectively, the "Members"), have entered into a Joint Powers Agreement, dated as of June 1, 2006 (the "Agreement"), establishing the Authority and prescribing its purposes and powers; and WHEREAS, the Agreement designates the Executive Committee of the Board of Directors and the President of the California Association for Local Economic Development as the initial Board of Directors of the Authority; and WHEREAS, the Authority has been formed for the purpose, among others, to assist for profit and nonprofit corporations and other entities to obtain financing for projects and purposes serving the public interest; and WHEREAS, the Agreement permits any other local agency in the State of California to join the Authority as an associate member (an "Associate Member"); and WHEREAS, the County desires to become an Associate Member of the Authority; WHEREAS, Board of Supervisors of the County has adopted a resolution approving the Associate Membership Agreement and the execution and delivery thereof; WHEREAS, the Board of Directors of the Authority has determined that the County should become an Associate Member of the Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Authority and the County do hereby agree as follows:

8 Section 1. Associate Member Status. The County is hereby made an Associate Member of the Authority for all purposes of the Agreement and the Bylaws of the Authority, the provisions of which are hereby incorporated herein by reference. From and after the date of execution and delivery of this Associate Membership Agreement by the County and the Authority, the County shall be and remain an Associate Member of the Authority. The County reserves the right to withdraw as an Associate Member ofthe Authority at anytime in the future. Section 2. Restrictions and Rights of Associate Members. The County shall not have the right, as an Associate Member of the Authority, to vote on any action taken by the Board of Directors or by the Voting Members of the Authority. In addition, no officer, employee or representative of the County shall, by virtue of being an officer, employee or representative of the County, have any right to become an officer or director of the Authority. Section 3. No Obligations of Associate Members. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the County. Section 4. Execution of the Agreement. Execution of this Associate Membership Agreement shall satisfy the requirements of the Agreement and Article XII of the Bylaws of the Authority for participation by the County in all programs and other undertakings of the Authority. 2

9 IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above. CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By: Wayne Schell, Chairman of the Board of Directors _ Attest: Bruce Ackerman, Secretary COUNTY OF ALAMEDA, CALIFORNIA Alice Lai-Bitker, President Attest: Crystal Hishida Graff Clerk of the Board of Supervisors Approved as to form: RICHARD E. WINNIE Alameda County Counsel BY:~vA-- Claude F. Kolm, Deputy County Counsel 3

AGENDA May 6, April 28, Industrial Development Authority of Alameda County Administration Building Oakland, CA 94612

AGENDA May 6, April 28, Industrial Development Authority of Alameda County Administration Building Oakland, CA 94612 AGENDA May 6, 2014 l COUNTY ADMINISTRATOR SUSAN S. MURANISHI COUNTY ADMINISTRATOR April 28, 2014 Industrial Development Authority of Alameda County Administration Building Oakland, CA 94612 Dear Authority