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HomeMy WebLinkAboutMINUTES - 12161986 - 1.91 RESOLUTION N0. ' 86/722 RESOLUTION OF THE COUNTY OF CONTRA COSTA APPROVING DOCUMENTS; APPOINTING A TRUSTEE AND SPECIAL COUNSEL AND AUTHORIZING THE SALE OF CERTIFICATES OF PARTICI- PATION (CONCORD HEALTHCARE CENTER, INC. PROJECT) WHEREAS, CONCORD HEALTHCARE CENTER, INC. , a Cali- fornia corporation ( the "Company" ) , proposes to acquire and construct a project consisting of a 124-bed skilled nursing and intermediate care facility ( the "Project" ) located at Concord Boule—ard west of Denkinger Road in Concord, Califor- nia; and WHEREAS, the County of Contra Costa (the "County" ) and the Company propose to enter into a Lease Agreement pur- suant to which the Company will lease to the County the Pro- ject and the site thereof; and WHEREAS, the County and the Company propose to enter into a Sublease Agreement pursuant to which the County will sublease the Project to the Company; and WHEREAS, the County desires to provide for the execution and delivery of certificates of participation (the "Certificates" ) , each evidencing proportionate interests in the Lease Agreement; and WHEREAS, there has been duly published a notice of a public hearing regarding the proposed lease financing for the Project in accordance with the requirements of Section 147 ( f) of the Internal Revenue Code of 1986, as amended, which notice set 10 : 00 a.m. on December 30, 1986 and the offices of the Community Development Department as the time and place for said hearing; and WHEREAS, the County is authorized to undertake all of the above pursuant to Section 25351 of the Government Code and other applicable law of the State of California; WHEREAS, said Certificates are to be issued pursu- ant to a Trust Agreement in the form presented to this meet- ing by and between the County and the Trustee named therein ( the "Trustee" ) in an aggregate principal amount not to ex- ceed $4, 500, 000 and are to be designated as the "County of Contra Costa Certificates of Participation. (Concord Health- care Center, Inc . Project) " (the "Certificates" ) ; v h NOW, THEREFORE, BE IT RESOLVED by the County of Contra Costa as follows: Section 1 . Lease Agreement. The proposed form of the Lease Agreement between the County and the Company ( the "Lease Agreement" ) presented at this meeting, wherebv the Company leases the Project to the County, is hereby approved and the Chair of the Board of Supervisors, Vice Chair of the Board of Supervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief of Development Finance Programs are, and each of them is, hereby authorized and directed, for and in the name of the County, to execute the Lease Agreement in substantially the form herein approved, with such non-sub- stantive changes therein as the officer or officers executing the same may approve, such approval to be conclusively evi- denced by the execution and delivery thereof. Section 2 . ADr)ointment of Trustee. Security Pa- cific National Bank, Los Angeles, California, is hereby ap- pointed as trustee under the Trust Agreement (the "Trustee" ) for the County and the owners of the Certificates, with the duties and powers of such Trustee as are set forth in the Trust Agreement. Section 3 . Trust Agreement. The proposed form of the Trust Agreement presented at this meeting by and between the County and the Trustee is hereby approved and the Chair of the Board of Supervisors, Vice Chair of the Board of Su- pervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief of Development Finance Programs are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Trust- ee the Trust Agreement in substantially the form hereby ap- proved, with such non-substantive additions or changes as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Form of Certificates . The form of the Certificates as set forth in the Trust Agreement as presented to this meeting is hereby approved and the Trustee is hereby authorized and directed to execute and deliver the Certifi- cates, in either temporary and/or definitive form, in an aggregate principal amount not to exceed $4, 500, 000 and all in accordance with the terms and provisions of the Trust Agreement. Section 5 . Sublease Agreement. The form o£ the Sublease Agreement (the "Sublease Agreement" ) as presented to this meeting by and between the County and the Company, whereby the County subleases the Project to the Company, is 2 hereby approved and the Chair of the Board of Supervisors, Vice Chair of the Board of Supervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief of Development Finance Pro- grams are, and each of them is, hereby authorized and direct- ed, for and in the name of the County, to execute the Sublease Agreement in substantially the form hereby approved, with such nonsubstantive changes therein as the officers executina the same may approve, such approval to be conclu- sively evidenced by the execution and delivery thereof . Section 6 . Sale and Delivery of Certificates . The sale and delivery of the Certificates to a purchaser is here- by approved and the Chair of the Board of Supervisors, Vice Chair of the Board of Supervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief of Development Finance Pro- grams are, and each of them is, hereby authorized and direct- ed, for and in the name of the County, to sell said Certificates. Section 7 . Public Hearing. The Chief of Develop- ment Finance Programs is hereby authorized to conduct a pub- lic hearing regarding the proposed lease financing by the County for the Project. Section 8 . Anoroval of Elected Official . The Treasurer;%Tax Collector is hereby authorized, following the public hearing herein referred to, to determine whether it is in the public interest for the County to cause to be issued the Certificates, the proceeds of the sale of which will be used to acquire the Project, and to certify as to the same . Section 9 . The officers of the County are, and each of them acting alone is, hereby authorized and directed to institute a proceeding under Section 860 et sec. . of the Code of Civil Procedure bf the State of California with re- spect to any and all issues arising in connection with the entering into of the Lease Agreement and the Sublease Agree- ment and the issuance, delivery and sale of the Certificates and which may properly be brought before the Court in such a proceeding, including, but not limited to, the validity of any and all actions taken or to be taken with respect to any of the foregoing. The officers of the County are, and each of them acting alone is, hereby authorized and directed to file such papers, affidavits and documents and take all such other actions as may be necessary or appropriate for purposes of successfully maintaining such action. Section 10 . Other Acts. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all 3 Carolyn W. Matthews I , Deputy Clerk for the County of Contra Costa, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the County at a regular meeting thereof held on the 16th day of December, 1986, by the following vote of the County. AYES : Supervisors Fanden, Schroder , McPeak, Torlakson, Powers . NOES : None . ASSENT: None . ABSTAINED: None . IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County of Contra Costa, this 16th day of December, 1986 . ATTEST: Phil t;atche.or, CIA of Yre Board of Supervisors and County Administrator Deputy 5 RESOLUTION NO . 86/722