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HomeMy WebLinkAboutMINUTES - 09221987 - 1.57 (,S1 RESOLUTION NO. C67_T -75 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION APPROVING FORMS OF AND AUTHORIZING EXECUTION AND DELIVERY OF ANrAGREEMENT RE COUNTYWIDE INTEGRATED TE-tECOMMUN1CAT--ION:S::NETWORK=, AN ASSIGNMENT AGREEMENT, A TRUST AGREEMENT, AND A CERTIFICATE PURCHASE AGREEMENT, APPROVING EXECUTION AND DELIVERY OF 1987 CERTIFICATES OF PARTICIPATION FOR PROVISION OF A COUNTYWIDE INTEGRATED TELECOMMUNICATIONS NETWORK, AUTHORIZING ASSIGNMENT OF LEGAL SERVICES CONTRACT TO SAID CORPORATION, APPROVING SALE OF AND OFFICIAL STATEMENT FOR SAID CERTIFICATES OF PARTICIPATION AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH. WHEREAS, the County of Contra Costa is a political subdivision of the State of California (herein called the "County" ) ; WHEREAS, this Board of Supervisors has determined that it is in the best interest of the County to enter into a certificate of participation financing for the prepayment of 0956M 1 . the contract payment to Pacific Bell for a Countywide Integrated Telecommunications Network (herein called the "Service" ) ; WHEREAS, the County has full legal right, power and authority under the Constitution and laws, including Government Code Section 23004, of the State of California to enter into an agreement for the provision of the Service; WHEREAS, Contra Costa County Public Facilities Corporation (herein called the "Corporation" ) is a nonprofit corporation formed to render financial assistance to the County by financing the acquisition, construction, improvement and remodeling of public buildings and facilities for the County, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and all appurtenant and related facilities; WHEREAS, by its Articles of Incorporation and by its Bylaws no part of the net earnings, funds or assets of said Corporation shall inure to the benefit of any director thereof or any other person, firm or corporation, except the County of Contra Costa; WHEREAS, the Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County for the Corporation and the County to proceed with the financing for the prepayment of the contract payment to Pacific Bell for the Service; 2 0956M-040511-0046-165 09/16/87 WHEREAS, the Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County for the Corporation and the County to enter into an agreement, entitled "Agreement Re Countywide Integrated Telecommunications Network" and tentatively dated as of October 1, 1987 (herein called the "Agreement" ) ; WHEREAS, under the Agreement, the County would be obligated to make base payments to the Corporation for the provision of the Service by the prepayment of the contract payment to Pacific Bell; WHEREAS, it is proposed that all rights to receive such base payments (together with the additional payments provided for in the Agreement) will be assigned without recourse by the Corporation to a trustee pursuant to an a greement, ' entitled "Assignment Agreement" and tentatively dated as of October 1, 1987; WHEREAS, it is further proposed that the Corporation, the County and Wall Street Trust Company of California, as trustee (herein called the "Trustee" ) , shall enter into an agreement, entitled "Trust Agreement" and tentatively dated as of October 1, 1987 (herein called the "Trust Agreement" ) , pursuant to which the Trustee will execute and deliver certificates of participation (herein called the "Certificates of Participation" ) in an amount equal to the aggregate principal components of such base payments, each 3 0956M-040511-0046-165 09/16/87 r evidencing and representing a fractional undivided interest in such base payments, and will use the proceeds to prepay the contract payment to Pacific Bell; WHEREAS, Bank of America National Trust and Savings Association, as .purchaser, intends to submit to the County and the Corporation an agreement to purchase the Certificates of Participation; WHEREAS, the County has full legal right; power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, all. acts, conditions and things required by the Constitution and 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 such 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 law, to consummate such financing 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 Contra Costa, as follows: Section 1 . All of the recitals herein contained are true and correct and this Board of Supervisors so finds. 4 0956M-040511-0046-165 09/16/87 Section 2 . The form of Agreement Re Countywide Integrated Telecommunications Network, dated as of October 1, 1987, on file with the Clerk of the Board of Supervisors, is hereby approved and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are hereby authorized and directed to execute and deliver the Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3 . The form of Trust Agreement by and among the Wall Street Trust Company of California, as trustee, the Corporation and the County, dated as of October 1, 1987, on file with the Clerk of the Board of Supervisors, is hereby approved. The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are hereby authorized and directed to execute and deliver the Trust Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. approved. Section 4. The form of Certificate of Participation Purchase Contract by and among Bank of America National Trust and Savings Association (herein called the "Underwriter" ) , the County, and the Corporation for the Certificates of Participation, on file with the Clerk of the Board of Supervisors, is hereby approved, and the Chairman of the Board 5 0956M-040511-0046-165 09/16/87 of Supervisors of the County is hereby authorized and directed to execute and deliver the Certificate Purchase Contract for the Certificates of Participation in substantially such form, authorizing the sale of not to exceed $10, 000, 000 aggregate principal amount of Certificates of Participation to the Underwriter for a purchase price of not less than 98% of the principal amount represented thereby, plus accrued interest, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section S . The Certificates of Participation and the form of Official Statement relating to the Certificates of Participation, on file with the Clerk of the Board of Supervisors, are hereby approved. The Chairman of the Board of Supervisors of the County is hereby authorized and directed, at the time of the delivery of the Certificates of Participation, for and in the name and on behalf of the County, to execute a final Official Statement in substantially the form of the Official Statement before this meeting, with such additions thereto or changes therein as the County Counsel ' s Office or Orrick, Herrington & Sutcliffe may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The Underwriter is hereby authorized to distribute copies of the Official Statement to. persons purchasing the Certificates of Participation. 6 0956M-040511-0046-165 09/16/87 Section 7 . The assignment by the County to the Corporation of the portion of the contract for the performing of legal services between Orrick, Herrington & Sutcliffe and the County, dated March 9, 1982, relating to the Certificates of Participation (the Corporation assuming the obligation to make payments due and to be due under such portion of the contract) , be and they are hereby approved. The Chairman and the Clerk of the .Board of Supervisors are authorized and directed to execute appropriate documents evidencing such assignment. Section 8. The County Administrator of the County is hereby authorized and directed to determine on the date of execution and delivery of the Purchase Contract the principal and interest components of the base payments to be set forth in Exhibit A of the Agreement, riot to exceed in the aggregate base payments of $15, 000, 000 including not to exceed $10, 000, 000 in aggregate principal components. of base payments and to exceed $5, 000, 000 in aggregate interest components of base payments. Such determination of the amounts of the base payments shall be subject to ratification by this Board prior to the execution and delivery of the Certificates. Section 9 . The execution and delivery of not to exceed $10, 000, 000 aggregate principal amount of the Certificates of Participation, payable in the years and in the 7 0956M-040511-0046-165 09/16/87 • amounts with interest components with respect thereto as set forth in the Trust Agreement as finally executed, is hereby authorized and approved. Section 10. The officers of the County 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. The Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors and the officers of the County be and they are hereby authorized and directed to execute and deliver any and all documents, certificates and respresentations, including but not limited to signature certificates, no-litigation certificates, arbitrage bond certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Certificates of Participation, necessary and desirable to accomplish the transactions set forth above. Section 11 . All actions heretofore taken by the officers and agents of the County with respect to the sale, execution and delivery of the Certificates are hereby approved, confirmed and ratified. 8 0956M-040511-0046-165 09/16/87 Section 12 . This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 22nd day of September, 1987. Chairman of the Board of Supervisors County of Contra Costa, California [ Seal ] ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By Deputy Cler of the Board of Supervisors of the County of Contra Costa, State of California 9 0956M-040511-0046-165 09/16/87 4 CLERK' S CERTIFICATE I , Jeanne 0. Maglio Deputy Clerk and Chief Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify that the foregoing is a full, - true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 22nd day of September, 1987, of which meeting all of the members of said Board of Supervisors 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: Supervisors Powers , Fanden, Schroder , Torlakson, McPeak. NOES: None. An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. 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 r 0956M 71S7S 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. WITNESS my hand and the seal of the County of Contra Costa this 22nd day of September, 1987. c Deputy Cler of the Board of Supervisors of the County of Contra Costa, State of California [ Seal ] 2 0956M-040511-0046-165 08/21/87