HomeMy WebLinkAboutMINUTES - 08111992 - 2.6 TO: BOARD OF SUPERVISORS
Contra
FROM: Phil Batchelor, County Administrator n: Costa
DATE: August 11, 1992 °Tq cvu� `T County
SUBJECT: REFINANCING OF PRIVATE LEASE-PURCHASE AGREEMENTS
i
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
1.
RECOMMENDATIONS:
1 . Adopt a resolution authorizing the County Administrator to
proceed with refinancing and reorganizing properties under
private leash-purchase agreements to reduce costs and improve
cash flow.
2 . Authorize the use of the just completed Certificate of
Participation refunding legal and financial consultants to
prepare the necessary documents for.refinancing County private
lease-purchase agreements.
3 . Authorize the General Services Director to notify the affected
property owners of the County intention to exercise purchase
options as part of the refinancing arrangements .
4 . Authorize the County Administrator or his designated
represent tivve to execute any documents necessary to complete
the refin ncng.
BACKGROUND:
The Board rece tly approved the refinancing of three Certificate of
Participation ' ssues into one new issue at substantial reduction in
County costs o erll the life of the issues . As part of the on-going
effort to identify other means of reducing costs and improve cash
flow the exis ing County private lease-purchase agreements were
analyzed. Two ofl' the agreements have purchase options that can be
exercised at t isGtime which will allow for cost reductions of over
$150,000 per year when converted to tax-exempt lease purchase
agreements th ough the Public. Facilities Corporation.
CONTINUED ON ATTACHMENT: ES SIGNATURE:
RECOMMENDATION OF COUNTY DMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OT ER
P
I,
SIGNATURE(S). �t
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
ti
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE
xUNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. / /
CC: Auditor-Contr ller ATTESTED
General Servi es i' PHIL'SATCHEL R,CLERK OF THE BOARD OF
Treasurer-Tax Collector SUPERVISORS AND COUNTY ADMINISTRATOR
i
r;.
M382 (10/88) i.)y _eA �� DEPUTY
i
R
The financial advisor has provided preliminary information
indicating tax exempt rates of approximately 5 .5% for refinancing
the leases . The existing agreements were approved from 5 to 7
years ago and are, at 9% and 7%. The buildings covered by the two
leases are at t hefValnut Creek/Danville Municipal Court and the E1
Cerrito Probation' office. Both of the locations are planned for
longer term occupancy despite the current budget reductions . The
E1 Cerrito office, is planned to be used for the consolidation of
staff from other buildings to reduce cost.
It is proposed to use the same consultants that have just completed
the COP refunding) to reduce costs and expedite the completion of
the lease refiancing. Both of the leases contain purchase options
that must be a signed to the Public Facilities Corporation so that
they can be a ercised by the Corporation based upon a new tax-
exempt lease ith the County. The transaction will allow for
current year avings as well as long-term reductions in annual
costs . Thearget date for completion of the transaction is
September 1, 1 92Iin order to capture the maximum savings for the
current fiscal year.
i
2
CCc-22a
RESOLUTION NO. RI
OF THE BOARD OF SUPERVISORS OF THE
COUNTY OF CONTRA COSTA
CALIFORNIA
a^-
RESOLUTION APPROVINC 'ION OF AN-"ASSIGNMENT OF
PURCHASE OPTION, A F T CREEK-DANVILLE
MUNICIPAL COURT PROJ� ENT AND A PURCHASE
CONTRACT; APPROVING E �-;, ttY OF 1992 CERTIFICATES
OF PARTICIPATION; APPROVING FORM OF AND DISTRIBUTION OF
PRELIMINARY OFFICIAL STATEMENT FOR THE SALE OF SAID CERTIFICATES
OF PARTICIPATION; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND
EXECUTION OF NECESSARY CERTIFICATES.
WHEREAS, the County of Contra Costa (the "County") is a
political subdivision of the State of California; ;
WHEREAS, this Board of Supervisors has heretofore
determined that it would be in the best interest of the County
and the residents of the County to enter into a certificate of
A
participation financing for the purpose of (i) refunding the
Facility Lease (640 Ygnacio Valley Road and 2020 North Broadway,
Walnut Creek) , dated as of December 1, 1985, by and between the
County and the Taylor/tenor Partnership, a California partnership
(the 111985 Lease") , pursuant to which the County has leased
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municipal court facilities in the City of Walnut Creek,
California (the "Project") , (ii) refunding the Facility Lease
(1820 Peerless Avenue, El Cerrito) , dated as of April 1, 1987, by
and between Bertram M. Felton, Trustee of the Bertram M. Felton
Revocable Trust, and Leland R. Felton and Jeanne S. Felton,
Trustees of the Felton Living Trust (the 111987 Lease") (the 1985
Lease and the 1987 Lease are collectively referred to as the
"Prior Leases") , and (iii) paying costs of acquisition and
construction of certain capital improvements;
WHEREAS, Contra Costa County Public Facilities
Corporation, a California nonprofit public benefit corporation
, (the "Corporation") , has been incorporated by a group of public
spirited citizens of the County for the specific and primary
purpose of providing financial assistance to the County of Contra
Costa by financing the acquisition, construction, improvement and
remodeling of public buildings and facilities;
WHEREAS, by its Articles of Incorporation and by its
Bylaws no part of the net earnings, funds or assets of the
Corporation shall inure to the benefit of any director thereof or
any other person, firm or corporation, except the County;
WHEREAS, the Corporation wishes to acquire the Project
for the purpose of enabling the County to refinance the Project
and refund the Prior Leases;
WHEREAS, upon refunding of the 1985 Lease, title to the
Project will vest with the Corporation;
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WHEREAS, it is proposed that the County enter into
documents entitled "Assignment and Modification of Purchase
Option" dated as of September 1, 1992 (the "Assignment of
Purchase Option") , and entitled "Facility Lease (Walnut Creek-
Danville Municipal Court Project) , " dated as of September 1, 1992
(the "Facility Lease") with the Corporation;
WHEREAS, under the Facility Lease, the County would be
obligated to make base rental payments to the Corporation for the
lease of the Project;
WHEREAS, it is proposed that all rights to receive such
base rental payments will be assigned without recourse by the
Corporation to U. S. Trust Company of California, N.A. , as
trustee (the "Trustee") , pursuant to an agreement, entitled
"Assignment Agreement Relating to the Facility Lease (Walnut
Creek-Danville Municipal Court Project) ", and dated as of
September 1, 1992 (the "Assignment Agreement") ;
WHEREAS, it is further proposed that the Corporation,
the County and the Trustee, enter into a trust agreement, to be
dated as of September 1, 1992 (the "Trust Agreement") , pursuant
to which said trustee will execute and deliver 1992 Certificates
of Participation (Walnut Creek-Danville Municipal Court Project)
(the 111992 Certificates") in an amount equal to the aggregate
principal components of such payments, each evidencing and
representing a fractional undivided interest in such payments;
WHEREAS, this Board hereby determines that it would be
in the best interest of the County for the Corporation and the
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County to enter into an agreement entitled "Purchase Contract"
(the "Purchase Contract")., providing for the sale of the 1992
Certificates;
WHEREAS, a form of Official Statement describing the
.1992 Certificates is on file with the Clerk of this Board of
Supervisors;
WHEREAS, this Board has been presented with the form of
each document hereinafter referred to, relating to the 1992
Certificates, 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 financing;
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
NOW, THEREFORE, BE IT RESOLVED by the Board of
Supervisors of the County of Contra Costa, as follows:
Section 1. The County hereby specifically finds and
declares that the actions authorized hereby constitute and are
with respect to public affairs of the County and that the
statements, findings and determinations of the County set forth
above are true and correct.
Section 2 . The form of Assignment and Modification of
Purchase Option by and among the County, Taylor/Zenor
Partnership, a California partnership, and the Corporation, on
file with the Clerk of the Board of Supervisors, is hereby
SF24986.1 4 40511-82-PCM-08/07/92
approved and the Chairman of the Board of Supervisors and the
Clerk of the Board of Supervisors, and their designees, are
hereby authorized and directed to execute and deliver said
Assignment and Modification of Purchase Option 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.
In the event the County is unable to obtain the consent
of the Taylor/tenor Partnership, a California partnership, to the
Assignment and Modification of Purchase Option in a timely manner
as determined by the County Administrator, the Board of
Supervisors hereby authorizes, approves and directs that the
following actions'' be taken:
(A) The County Administrator, or his designee, is
hereby authorized to take all actions necessary to purchase the
Project at the purchase price set forth in, and pursuant to the
terms and provisions of, the 1985 Lease, and the County
Administrator, or his designee, upon consultation with County
Counsel, is hereby authorized to cause the publication of any
notices as may be required pursuant to Government Code
Section 25350 for the purchase of real property;
(B) The Board of Supervisors hereby declares its
official intent to use proceeds of the 1992 Certificates to
reimburse itself for the purchase price paid for the Project.
The reimbursement of such Project expenditures is consistent with
the County's established budgetary and financial circumstances.
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There are no funds or sources of moneys of the County, or any
related person or commonly controlled entity, that have been, or
reasonably are expected to be, reserved, allocated on a long-term
basis, or otherwise set aside to pay any costs of the Project
which are to be paid or reimbursed out of proceeds of the 1992
Certificates; and
(C) The form of Acquisition Agreement, between the
County and the Corporation, dated as of September 1, 1992, 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, and their designees, are
hereby authorized and directed to execute and deliver said
Acquisition 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 Facility Lease (Walnut Creek-
Danville Municipal Court Project) between the Corporation and the
County, dated as of September 1, 1992 , 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, and their designees, are hereby authorized and
directed to execute and deliver said Facility Lease 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; provided,
SP24986.1 6 40511-82-PCM-08/07/92
however, that the aggregate principal component of base rental
payments payable under the Facility Lease shall not exceed
$6,500, 000, the maximum annual base rental payments payable under
the Facility Lease shall not exceed $800, 000, the term of the
Facility Lease shall not exceed seventeen (17) years and the
average interest rate of the interest component of base rental
payments payable under the Facility Lease shall not exceed 6.75%.
Section 4. The form of Trust Agreement Relating to
1992 Certificates of Participation (Walnut Creek-Danville
Municipal Court Project) , by and among U. S. Trust Company of
California, N.A. , as trustee, the Corporation and the County,
dated as of September 1, 1992, on file with the Clerk of the
Board of Supervisors, is hereby approved. The Chairman of the
Board of Supervisors and the Clerk of the Board of Supervisors,
and their designees, are hereby authorized and directed to
execute and deliver the Trust Agreement in substantially said
form, with such changes therein as such officers may require or
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 5. The form of Purchase Contract, on file with
the Clerk of the Board of Supervisors, is hereby approved. The
County Administrator, or his designee, is hereby authorized and
directed to negotiate, with the underwriter to be named in the
Purchase Contract (the "Underwriter") and determined upon
consultation with Prager, McCarthy & Sealy (the "Financing
Consultant") , an average interest rate, not to exceed six and
MAMA 7 40511-82-PCM-08/07/92
seventy-five hundredths percent (6.75$) per annum, represented by
the 1992 Certificates, and the price to be paid to the
Corporation upon their initial issuance, which shall not be less
than 97% of the aggregate principal amount thereof, plus accrued
interest, and if such interest rate and price are acceptable to
the County Administrator upon consultation with the Financing
Consultant, the County Administrator, or his designee, is hereby
further authorized and directed to execute and deliver the
Purchase Contract in substantially said form, with such changes
therein as such officers may require or approve, such a approval
to be conclusively evidenced by the execution and delivery
thereof.
Section 6. The form of Preliminary Official Statement
describing the 1992 Certificates, on file with the Clerk of the
Board of Supervisors, is hereby approved. The Financing
Consultant is hereby authorized and directed to cause to be
supplied to prospective purchasers of the 1992 Certificates
copies of a preliminary official statement in such form, with
such additions, corrections and revisions as may be determined to
be necessary or desirable by the Financing Consultant, Orrick,
Herrington & Sutcliffe, Special Counsel, or the County Counsel's
Office, and to supply the purchaser for the 1992 Certificates
with copies of a final official statement, completed to include
the interest rate or rates, and final sale information. The
County Administrator, or his designee, is authorized to certify
on behalf of the County that the preliminary form of the official
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statement is deemed final as of its date, within the meaning of
Rule 15c2-12 promulgated under the Securities Exchange Act of
1934 (except for the omission of certain pricing, rating and
related information as permitted by said Rule) . The County
Administrator, or his designee, is hereby authorized and directed
to execute and deliver a final Official Statement in
substantially said form, with such additions thereto or changes
therein as the Financing Consultant, County Counsel's Office or
Orrick, Herrington & Sutcliffe, Special Counsel, may require or
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 7 . The Financing Consultant, Orrick,
Herrington & Sutcliffe, as special counsel, and the appropriate
County officials be and they are hereby authorized and directed
to continue to prepare the necessary legal documents to
accomplish said financing, and to take any and all necessary
actions in connection therewith.
Section 8 . The execution and delivery, pursuant to the
Trust Agreement, of not to exceed $6, 500, 000 aggregate principal
amount of the County of Contra Costa, California, 1992
Certificates of Participation (Walnut Creek-Danville Municipal
Court Project) , evidencing and representing fractional undivided
interests in the rights to receive base payments payable by the
County pursuant to the Facility Lease, payable in the years and
in the amounts with interest components with respect thereto as
SF24986.1 9 40511-82-PCM-08/07/92
specified in the Trust Agreement as executed, is hereby
authorized and approved.
Section 9. 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 certificates and representations, signature
certificates, no-litigation certificates, tax and rebate
certificates, the letter of representations to The Depository
Trust Company and' certificates concerning the contents of the
Official Statement distributed in connection with the sale of the
1992 Certificates, necessary and desirable to accomplish the
transactions set forth above.
Section 10. All actions heretofore taken by the
officers and agents of the County with respect to the sale,
execution and delivery of the 1992 Certificates are hereby
approved and confirmed.
Section 11. This Resolution shall be reasonably
available for inspection by the general public during normal
business hours at the offices of the County, located at 651 Pine
Street, Martinez, California 94553, commencing on or before
September 1, 1992 .
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Bogtion 12. This Resolution *hall take *ffect from and
after its date ofadoption.
PASSED AND ADOPTED this 11th day of August, 1991 by the
following vote:
AYES: Supervisors Powers, Fanden, Schroder, Torlakson, McPeak
NOES1 None
k
AHSENT: None
ABSTAIN None
Chair of the Board of Supervisors
County of Contra Costa, California
[seal]
ATTEST: Phil Batchelor, Clark of the
Board of Supervisors and
County ,Administrator
Deputy Clerk �of the Board of
Supervisors of the County of
Contra Costa, State of California
RESOLUTION N0. 92/529
CLERK'S CERTIFICATE
I Jeanne o. Mag]_io Deputy Clerk and Chief Clerk
of the Board of Supervisors of the County of Contra Costa, hereby
certify as follows:
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 11th day of August, 1992, of which
meeting all of the members of said Board of Supervisors had due
notice and at which a majority thereof were present; and at said
meeting said resolution was adopted by the following vote:
AYES: Supervisor Powers, Fanden, Schroder, Torlakson, McPeak
NOES: None
An agenda of said meeting was posted at least 72 hours
before said meeting at 651 Pine St. -Lobby_ Martinez,
California, a location freely accessible to members of the
public, and a brief general description of said resolution
appeared on said agenda.
I have carefully compared the same with the original
minutes of said meeting on file and of record in my office; the
foregoing resolution is a full, true and correct copy of the.
original resolution adopted at said meeting and entered in said
SF2-4986.1 40511-82-PCM-08/07/92
minutes; and 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 lith day of A ua ust , 1992 .
Deputy/"Clerk
of the Board of Supervisors
of the County of Contra Costa,
State of California
[Seal]
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