HomeMy WebLinkAboutRESOLUTIONS - 07191988 - 88-443 r CCp-22b
RESOLUTION NO. 88/443
OF THE BOARD OF SUPERVISORS OF THE '
COUNTY OF CONTRA COSTA
CALIFORNIA
RESOLUTION RATIFYING AND APPROVING FORMS OF AN AMENDED AND
RESTATED SITE LEASE, AN AMENDED 'AND RESTATED FACILITY LEASE, A
TRUST AGREEMENT, AN AGREEMENT AMENDING DEEDS OF GIFT,.
APPROVING FORM OF AMENDMENT TO CERTIFICATE PURCHASE AGREEMENT
AND CREDIT AGREEMENT, APPROVING ;'ISSUANCE OF 1988 CERTIFICATES
OF PARTICIPATION FOR CONSOLIDATED CAPITAL PROJECTS, . EQUIPMENT
ACQUISITION PROGRAM AND COUNTYWIDE INTEGRATED
TELECOMMUNICATIONS NETWORK, . RATIFYING AND APPROVING ISSUANCE
OF OFFICIAL STATEMENT FOR SAID CERTIFICATES OF PARTICIPATION,
RATIFYING AGENCY AGREEMENT FOR CAPITAL PROJECT VI ,. RATIFYING
ASSIGNMENT OF A PORTION OF A LEGAL SERVICES .CONTRACT AND
AUTHORIZING EXECUTION OF NECESSARY CERTIFICATES.
WHEREAS, Contra Costa County Public Facilities .
Corporation, a California nonprofit public benefit. corporation
(herein called the. "Corporation" ) , has been incorporated by a
group of public spirited citizens of. the County ofContra
Costa (herein .called the "County".) for the specific and
primary purpose ofproviding financial assistance to the
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County of Contra Costa by financing the acquisition,
construction, . improvement and remodeling of public buildings
and facilities; -and
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, this Board of Supervisors by Resolution No.
88/100, adopted February 23, 1988, determined it would be in
the best interest of the County to enter into a certificate of
participation financing for the 'refunding of certain
outstanding bonds entitled "Contra Costa County Public
Facilities Corporation 1983 Bonds, Series A" (herein called
the "1983 Bonds" ) , and the refunding of certain outstanding
1984 Certificates of Participation for Capital Project I (610
Court Street and 30 Muir Road Office Buildings) (herein called
the "1984 Certificates" ) , 1985 Certificates of Participation
for Capital Project III (651 Pine Street and 1750 .Oak Park
Boulevard County Buildings) (herein called the "1985
Certificates'".) , 1986 Certificates of Participation for Capital
Projects IV and V (Superior Court Annex and East County Social
Service Building) (herein called the "1986A Certificates" ) ,
1986 Certificates of Participation for Equipment Acquisition
Program and Capital Project VI ('sheriff' s Building) (herein
called the "1986B Certificates" )", and 1987 Certificates of
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Participation for ;Countywide Integrated Telecommunications
Network (herein called the ,"1987 Certificates" ) ; and
WHEREAS, under Resolution No . 88/388 passed and
adopted on June 14, 1988, this Board of Supervisors approved
forms of certain agreements entitled "Agreement Amending Deeds
of Gift (Project Phase II , Capital Project I and Capital
Project V) " (herein called the "Deeds of Gift" ) ; ''Amended and
Restated Site Lease (Capital Project III , CapitalProject IV
and Capital .Project VI ) " (herein called the "Site ;'Lease" ) ;
Amended and Restated Facility Lease (ConsolidatedlAcquisition
Projects, and Equipment Acquisition Program) and Agreement Re
Countywide Integrated Telecommunications Network" °(herein
called the "Facility Lease" ) ; "Trust Agreement" relating to
1988 Certificates of Participation (herein called `;the "Trust
Agreement) ; and "Assignment Agreement" (herein called the
"Assignment Agreement" ) ;
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WHEREAS, under Resolution No. 86/497 passed and
adopted on August 19, 1986, this Board of Supervisors approved
an agreement, dated as of August' l, 1986, entitled "Agency
Agreement Relating to Equipment Acquisition Program and
Capital Project VI" , (herein called. "19868 Agency Agreement" ) ;
WHEREAS, this Board wishes ' to ratify and approve
such documents in such form as are now on file with the Clerk
of the Board -of Supervisors.
WHEREAS, under the Facility Lease, the County would
be obligated to make payments to the Corporation for the lease
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of Project Phase II , Capital Project I, Capital Project III,
Capital Project IV, Capital. Project V and Capital ;,Project VI
(herein called the "Consolidated Capital Projects" ) and the
Equipment and for the use of the Service (as defined in the
Facility Lease) ;
WHEREAS, -it is proposed that all rights to receive
such payments (together with the additional recital payments
provided for in the Facility Lease) will be assigned without
recourse by the "Corporation to a; trustee pursuant to the
Assignment Agreement, dated as of July 1, 1988;
WHEREAS, it is . further..proposed that the.
Corporation, the County and Bank .of America National Trust and
Savings Association, as trustee, enter into the Trust
Agreement, dated. as of July 1, ,1988, pursuant .to which said
trustee will execute and .deliver' certificates of participation
(herein called the "1988 'Certificates" ) .in an amount equal to
the aggregate principal components of such payment's, each
evidencing and representing a fractional undivided' interest in
such payments, and will use the proceeds, together' with other
moneys available to the Corporation,, to defease the .1983
Bonds; the 1984 Certificates, the 1985 Certificate's, the 1986A
Certificates, the 1986B Certificates and the 1987
Certificates;
WHEREAS, . Bank of America National Trust -and Savings
Association, as ,purchaser, the County and the Corporation have
previously entered into an agreement, dated as of June 23,'
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1988 (herein called the "Certificate Purchase Agreement" ) ,
pursuant to which the Bank of America National Trust and
Savings Association will purchase the 1988 Certificates;
WHEREAS, this Board of. Supervisors hereby determines
that it would be in the best interest of the County and
residents of the County for the ,Corporation and the County to
enter into an agreement entitled "Amendment to Certificate
Purchase Agreement" (herein called the "Purchase Agreement
Amendment" ) , pursuant to which the Certificate Purchase
.Agreement would be amended with the result that the County
would pay Bank of America National Trust and Savings
Association an underwriting fee;
WHEREAS, this Board of Supervisors hereby determines
that it would be in the best interest of the County and
residents of the County for the Corporation and the .County to
enter into an- agreement entitled "Credit Agreement" with
Mitsui Bank, Limited, dated as of July 1, 1988 (herein called
the "Credit Agreement" ) , pursuant to which a line .of credit
will be issued to support the Certificate Reserve ,lund
established under the Facility Lease;
ry,
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, this. Board has been presented with the form
of each document hereinafter referred to, relating to the
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defeasance of such bonds and 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;
NOW, THEREFORE, BE IT RESOLVED by the Board of
Supervisors. of the County of Contra Costa, as follows:
Section l . . The County hereby specifically finds and
declares that the actions authorized hereby' constitute and are
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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 Agreement Amending Deeds of
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Gift (Project Phase II , Capital Project I , and Capital
Project V) between the Corporation and the County,!; dated as' of
July 1; 1988, . on file with the, Clerk of the Board 'of
Supervisors, is hereby ratified and approved and the Chairman
of .the Board. of Supervisors and the Clerk of the Board of
Supervisors ar.e. hereby authorized and directed to 'execute and
deliver the Agreement Amending Deeds of Gift 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 Amended and Restated Site
Lease (Capital Project III , Capital Project IV and Capital
Project VI ) between the County and the Corporation, dated as .
of July 1, 1988, on file with the .Clerk of the Board of
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Supervisors, is hereby ratified and 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 Site Leasein 'sub stantially 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 4. The form 'of Amended and Restated.
Facility Lease (Consolidated Capital Projects and Equipment
Acquisition Program) and Agreement Re Countywide Integrated
Telecommunications Network between the 'Corporation.` and the
County, dated. as of July 1, 1988, on file with the'' Clerk of
the Board of' Supervisors, .is hereby ratified and approved and
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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 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.
Section 5. The form of Trust Agreement by and among
Bank of America National Trust and Savings Association, as
trustee, the Corporation and the County, dated as of July 1,
1988, on file with the Clerk of the Board of Supervisors, is
hereby ratified and 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
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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 6. The form of Credit Agreement by and
among Mitsui Bank, Limited, the .County and the Corporation,
dated as of July 1, 1988, 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
Credit 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 7 . The form of Purchase Agreement Amendment
by and among Bank of America National Trust and Savings
Association, the County and the Corporation, dated: as of
July 20, 1988, on file with the Clerk of the Boardl. of
Supervisors, is hereby approved. The County is authorized to
pay Bank of America National Trust and Savings Association an
underwriting fee of $678, 590 in consideration for underwriting
the sale of the 1988 Certificates. 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
Purchase Agreement Amendment in substantially said form, with
such changes therein as such officers may require. or approve,
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such approval to be conclusively evidenced by the ,'execution
and delivery thereof.
Section 8. The 1986B Agency Agreement, l''on file with
the _Clerk of the. Board of 'Supervisors, is hereby. ratified and
approved.
Section 9 . .The form of Official Statement
describing the 1988 Certificates, on file with the Clerk of
the Board of Supervisors, is hereby ratified and approved.
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The Chairman of the Board .of Supervisors of the County is
hereby authorized and directed, at the time of the delivery of
the 1988 Certificates, for and in the name and on ,behalf of
the County, to execute a final Official. Statement ,l;,in
substantially the .form of the Official Statement prepared by
the Underwriter, with ,such additions thereto or changes
therein as the County Counsel ' sOffice or Orrick, Herrington &
Sutcliffe may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 10. The Underwriter is hereby authorized to
distribute copies,- of the Official Statement to persons
purchasing the 1988 Certificates and other interested parties.
Section 11. 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 11988
Certificates (the Corporation assuming the obligation to make
payments due and to be due under such portion of the
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contract) ; be and they' are hereby .ratified and approved. The
Chairman and the Clerk of. the. Board of Supervisors are
authorized and directed to execute, appropriate documents
evidencing such assignment.
Section 12 . The schedule of the principal and
interest components of the base payments set forth in
ExhibitC of the Facility Lease are ratified and approved and
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are hereby determined as the base payments to be paid pursuant
to. the Facility Lease.
Section 13 . The execution and delivery pursuant to
the Trust Agreement, of $61, 690, 000 aggregate principal amount
of the County of Contra Costa, California, 1988 Certificates
of Participation For Consolidated Capital Projects, Equipment
Acquisition Program and Countywide Integrated
Telecommunications Network, 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 specified in the Trust
Agreement as finally .executed, . i's hereby authorized and
approved. The sale of the 1988 Certificates to Bank of
America National Trust and Savings'.Association pursuant to the
terms and conditions of the Certificate Purchase Agreement, as
amended, is hereby ratified and approved.
Section 14. The officers of the County are hereby
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authorized and directed, jointly and severally, to do any and
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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, including letters of instructions to the
trustees for the refunded certificates of participation and
bonds, 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 1988 Certificates, necessary and
desirable to accomplish the transactions set forth above.
Section 15 . All actions heretofore taken by the
officers and agents of the County with respect to the sale,
execution and delivery of the 1988 Certificates are hereby
approved, confirmed and ratified.
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Section 16. This Resolution shall take' effect from
and after its date of adoption. '
PASSED AND ADOPTED this 19th day of July, 1988.
ChefirmaA of the Board of Supervisors
County of Contra 'Costa California
[Seal } _
ATTEST: Phil Batchelor, Clerk of the
Board of Supervisors and
County Administrator
C `
By
Deputy Clerk ff the Board of ,
Supervisors of the 'County of
Contra Costa, State of California
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