HomeMy WebLinkAboutRESOLUTIONS - 07171990 - 90/470J-3I
RESOLUTION NO. 90 70
RESOLUTION OF THE BOARD OF SUPERVISORS OF
THE COUNTY OF CONTRA COSTA
APPROVING DOCUMENTS AND AUTHORIZING AMENDMENTS
TO THE LEASE AND TRUST AGREEMENT
FOR CONCORD HEALTHCARE CENTER, INC. PROJECT
CERTIFICATES OF PARTICIPATION
WHEREAS, Concord Healthcare Center, Inc. , a
California corporation (the "Company" ) , proposed in 1986 to
acquire and construct a project consisting of a 124-bed
skilled nursing and intermediate care facility (the "Project" )
located at Concord Boulevard west of Denkinger Road in
Concord, California; and
WHEREAS, by Resolution No . 86/722 , adopted
December 16, 1986, the Board of Supervisors of the County of
Contra Costa (the "County" ) approved the execution and
delivery of a Trust Agreement , a Lease Agreement, and a
Sublease Agreement , respectively made and entered into as of
December 1, 1986 (and later Amended and Restated as of
July 15 , 1987) , by and among the County, the Company, and
Security Pacific National Bank (the "Trustee" ) for the purpose
of financing the Project ; and
WHEREAS, pursuant to Resolution 86/722, Certificates
of Participation each evidencing proportionate interests in
the Lease Rentals under the Lease Agreement were executed and
delivered pursuant to the Trust Agreement in an aggregate
principal amount of $4 , 300 , 000, which were designated as the
County of Contra Costa Certificates of Participation (Concord
Healthcare Center, Inc . Project) " ; and
WHEREAS, the officers of the County have
successfully instituted a proceeding under Section 860 Pt sea .
of the Code of Civil Procedure of the State of California with
respect to any and all issues arising in connection with the
entering into of the Lease Agreement and the Sublease
Agreement and the execution, delivery and sale of the
Certificates and which may have properly been brought before
the Court in such a proceeding; and
1481R
WHEREAS, the County and the Company propose to enter
into a further Amended and Restated Lease Agreement; and
WHEREAS, the County, the Trustee and the Company
propose to enter into a further Amended and Restated Trust
Agreement ; and
WHEREAS, the County was and is authorized to
undertake all of the above pursuant to Sections 23004 , 25351,
25353 and 26227 of the Government Code and Sections 16717 and
17000 of the Welfare and Institution Code along with other
applicable law of the State of California; and
WHEREAS, the County has determined that it is
desirable and furthers a valid and substantial public purpose
to continue the Sublease with the Company, in that the County
benefits from certain public benefit covenants as a result of
its participation in the Sublease.
NOW, THEREFORE, BE IT RESOLVED by the County of
Contra Costa as follows :
Section 1 . Recitals . The Board finds and
determines that the all Recitals in this Resolution are true
and correct .
Section 2 . Amended and Restated Lease Agreement .
The proposed form of the Amended and Restated Lease Agreement
between the County and the Company presented at this meeting,
whereby 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 Clerk of the Board of Supervisors, Deputy
Director-Redevelopment 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-substantive changes therein as the
officer or officers executing the same may approve, such
approval to be conclusively evidenced by the execution and
delivery thereof .
Section 3 . Amended and Restated Trust Agreement .
The proposed form of the Amended and Restated 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 Supervisors , County
Administrator and Clerk of the Board of Supervisors , Deputy
Director-Redevelopment 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 Trustee the Trust
2
1481R
Agreement in substantially the form hereby approved, 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 . Sublease Agreement . The executed
Sublease Agreement by and between the County and the Company,
whereby the County subleased the Project to the Company, is
hereby reassumed and reconfirmed.
Section 5 . Special Counsel . The law firm of
Orrick, Herrington & Sutcliffe is hereby retained as Special
Counsel in connection with the matters set forth in this
Resolution.
Section 6 . Remarketing Agent . The Remarketing
Agent in connection with the remarketing of the Certificates
shall be Prescott, Ball & Turben. The proposed form of
Remarketing Agent ' s Agreement and the Remarketing Memorandum,
respectively, by and between the County, the Company and the
Remarketing Agent presented to this meeting are hereby
approved and the Chair of the Board of Supervisors , Vice Chair
of the Board of Supervisors , County Administrator and Clerk of
the Board of Supervisors, Deputy Director-Redevelopment are,
and each of them is, hereby authorized and directed, for and
in the name of the County, to execute and deliver the
Remarketing Agent ' s Agreement and the Remarketing Memorandum
in substantially the form approved, with such additions or
changes as the officers executing the same, with the advice of
County Counsel , may, approve, such approval to be conclusively
evidenced by the execution and delivery thereof .
Section 7. Intercreditor Agreement . The proposed
form of the Intercreditor Agreement between the County; Union
Bank, a California Banking Corporation, as the Issuer of the
letter of credit; and the Trustee presented to this meeting is
hereby approved and the Chair of the Board of Supervisors,
Vice Chair of the Board of Supervisors, County Administrator
and Clerk of the Board of Supervisors , Deputy
Director-Redevelopment are, and each of them is, hereby
authorized and directed, for and in the name of the County, to
execute the Intercreditor Agreement in substantially the form
herein approved, with such additions or changes as the
officers executing the same, with the approval of County
Counsel , may approve, such approval to be conclusively
evidenced by the execution and delivery thereof .
Section 8 . Other Acts . The officers of the County
are hereby authorized and directed, jointly and severally, to
3
1481R
4
1
do any and all things , to execute and deliver any and all
documents which they may deem necessary or advisable in order
to consummate the remarketing and redelivery of the
Certificates, or otherwise to effectuate the purposes of this
Resolution, and any such actions previously taken by such
officers are hereby ratified and confirmed.
Section 9 . Effective Date. This Resolution shall
take effect immediately upon adoption.
ADOPTED this 24th day of July, 1990 .
4
1481R
I , C. Matthews Deputy clerk for the County of
County of Contra Costa, do hereby certify that the fo?egoing
Resolution was regularly introduced and adopted by the County
at a regular meeting thereof held on the 24th day of July,
1990, by the following vote of the County.
AYES: Supervisors Powers , Schroder, McPeak,
Torlakcon, Fanden
NOES: None
ABSENT: None
ABSTAINED: None
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the County of Contra Costa,
this 24th day of July 1990 .
ATTEST: Phil Batchelor,
County Administrator
and Clerk of the
Board of Supervisors
8Y: Deputy
5
1481R
l Y
IM I.--083
TO: BOARD OF SUPERVISORS
S
FROM: Phil Batchelor, f. , Contra
County Administrator s /-%--A
m'
Al,
JJ'J I
4 `
V V
DATE: July 24, 1990 CountyII"1}y
SUBJECT: Concord Health Care Center - Certificates of Participation
SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
Adopt resolution approving documents and authorizing amendments to
the Lease and Trust Agreement for the Concord Health Care Center
Inc. , project Certificates of Participation.
FISCAL IMPACT
None
BACKGROUND/REASONS FOR RECOMMENDATIONS
On December 16, 1986, the Board of Supervisors approved' the
issuance of Certificates of Participation to finance the Concord
Health Care Center, a 124 bed skilled nursing and intermediate care
facility on Concord. The project, which has been renamed
Stonebrook Convalescent Center, is now complete and is in the
process of being occupied.
The documents for the Certificates of Participation need to be
amended to accommodate a replacement Letter. of Credit and to make
certain technical modifications to the terms of the variable rate
bonds. A new Letter of Credit is to be provided by Tokai Bank
Limited. This Letter of Credit will insure an investment grade
rating on the Certificates. The Certificates are to be remarketed.
The Certificates will carry a fixed interest rate through June 1,
of 1991 (the initial interest rate period) , and subsequent to the
initial interest rate period the Certificates may be adjusted to a
variable rate. set weekly or to a term interest rate period whic
may be six months, one year or any multiple of one year
CONTINUED ON ATTACHMENT: YES SIGNATURE:
1 A
RECOMMENDATION OF COUNTY ADMINISTRATOR IZECO14MENDATI OF BO COMMI E
APPROVE OTHER
SIGNATURE(S) :
ACTION OF BOARD ON 1111 2 4 1g99 APPROVED AS RECOMMENDED OTHER _
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
X UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
cc: Community Development ATTESTED JUL 2 4 1990
CAO PHIL BATCHELOR, CLERK OF
County Counsel THE BOARD OF SUPERVISORS
Auditor-Controller AND COUNTY ADMINISTRATOR
Health Services Dept.
Medical Holdings Limited BY DEPUTY
Jones & Lehr
Orrick Herrington & Sutcliffe
Buchalter, Neimer, Fields & Younger
Arter, Hadden, Haines & Miller
The above referenced changes to the transaction do not alter the
public purpose provisions of the 1986 Certificates of Participation.
That 1986 transaction required the facility owner to reserve 30 beds
in the skilled nursing center for medical recipients. The Health
Services Director is presently negotiating terms of an alternative
mechanism to meet these public benefit requirements.
Included in the actions recommended are:
1) Approve form of Amended and Restated Lease Agreement;
between the County & Concord
Healthcare Center, Inc.
2) Approve form of Amended and Restated Trust Agreements
between the County & Security Pacific National Bank as
Trustee;
3) Reconfirm Sublease Agreement between the County & Concord
Healthcare Center, Inc. ,
4) Approve form of Remarketing Agreement between the County
and the Remarketing Agency, Prescott, Ball & Turben.
5) Approve form of Remarketing Memorandum;
6) Approve form of Intercreditor Agreement between the County,
Union Bank, as the Credit Bank, and the Trustee; and
7) Authorize such other actions as are necessary to consummate
the remarketing and redelivery of the Certificates.
JK:krc
sra6:7-24-90.bo
7-24-90.bo2