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HomeMy WebLinkAboutRESOLUTIONS - 01011992 - 1992-178 CC-22a RESOLUTION NO. 92/17$ OF THE BOARD OF 'SUPERVISORS OF THE COUNTY OF 'CONTRA COSTA CALIFORNIA RESOLUTION APPROVING FORMS OF AND 'EXECUTION OF A SITE LEASE (COUNTY HOSPITAL) , A FACILITY LEASE (COUNTY HOSPITAL) , A TRUST AGREEMENT, AN AGENCY AGREEMENT, A CERTIFICATE PURCHASE AGREEMENT; APPROVING EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION FOR COUNTY HOSPITAL; APPROVING FORM OF AND DISTRIBUTION OF OFFICIAL STATEMENTFOR SAID CERTIFICATES OF PARTICIPATION; AND AUTHORIZING' TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, this Board of Supervisors has heretofore determined that it would be in the best interest of the County of Contra Costa (herein called the "County") to enter into a certificate of participation financing'. for the purpose of constructing a County hospital, to be located in Martinez, California (herein called the "Project") ; WHEREAS, Contra Costa County Public Facilities Corporation, 'a California nonprofit public benefit corporation (herein called the "Corporation") has been incorporated by; a 7644 PISOLUTION No 92/178 group of public spirited citizens of the County for the specificand 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, it is proposed that', the County enter into documents entitled "Site Lease (County Hospital) , " dated as of April 1,' `1992' (herein called the "'Site Lease") , and entitled "Facility Lease (County Hospital) ," dated as of April 1, 1992 (herein called 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 ('herein called the "Trustee") , pursuant to an agreement, entitled "Assignment Agreement" and dated as of April 1, 1992 (hereincalled the "Assignment Agreement") ; WHEREAS., it is further proposed that the Corporation, the County and the Trustee, eater into a trust agreement, to be dated as of April 1, 1992 (herein called 2 7644Ni the "Trust Agreement") , pursuant to which said trustee will execute and deliver certificates of participation (herein called the "1`992 Certificates"') in an amount equal to the aggregate principal components of such payments;., each evidencing and representing a 'fractional undivided 'interest 'in such payments', and will use the proceeds to construct the Project;_ WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County for the Corporation and the County to enter into an agreement entitled "Certificate Purchase Agreement" (herein called the "Purchase Agreement") , pursuant to whichPrudential Securities, Inc. and Bank': of America Public Finance Group (herein called the the "Underwriters'.") will purchase the 1992 Certificates'; WHEREAS, it is further proposed that the Corporation and the County shall enter into an, agreement entitled "Agency Agreement, " to be dated as of April 1, 1992 (herein called the "Agency Agreement") , pursuant to which the County shall act as agent of the Corporation in connection'with the acquisition and construction of the Project; WHEREAS, a form of Official Statement'' describing the 1992 Certificates has been submitted to 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 3 7644M 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. Section1. The 'County hereby specifi>>cally 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 Site 'Lease (County Hospital) between the County and the Corporation, dated as of ' Aprl 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 are hereby authorized and directed to execute' and deliver the Site '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' I. The form:« of Facility :Lease (County Hospital) dated as of April 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 4 7644M Board of Supervisors are hereby authorized and 'directed to execute and deliver the Facility Leasein subst'anti'ally, said form., with such changes therein as such officer's may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof'; provided, however, that the aggregate principal component of base rental payments payable under the Facility Lease shall' not exceed $140, 000,000, the maximum annual base rental payments payable under the Facility Lease shall not exceed $15,000,000, the term of the Facility Lease shall not exceed 35' years and the average interest rate of the interest component of base rental payments payable under the Facility Lease shall not exceed 8%. Among the changes authorized to be made to such Facility Lease are such changes as are necessary in the event the County Administrator, upon consultation with the Underwriters, determines it is desirable to "(i) 'accommodate one or more of the methods or modes of determining the principal and interest components of the Base Rental Payments represented ,by the 1992 Certificates or other financing techniques as may be provided for in the Official Statement, or (ii) obtain municipal bond insurance. Section 4 . The form of Trust Agreement by and among U. S. 'gust Company of California,>- N.A. , as trustee, the Corporation and the County, dated as of April 1 1992, on file' with the 'Clerk of the Board of Supervisors,' is 'hereby approved.; The Chairman of the Board of Supervisors' and the 5 7644M Clerk of the ''Board of Supervisors are hereby authorizedand 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 . Among the changes authorized to be made to such Trust Agreement are such changes as are necessary in the event the County Administrator, upon consultation with the Underwriters, determines it is desirable to (i) accommodate one or more of the methods or modes of determining the principal and interest components of the Base Rental Payments represented by the 1992 Certificates or other': financing techniques ;as may be provided for in the official Statement, or (ii) obtain municipal bond insurance. Section 5 . The form of Agency Agreement, 'by and between the Corporation and the County, dated as of April 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 are hereby authorized and directed to execute and deliver the Agency 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 Purchase Agreement by and among Prudential Securities Incorporated, Bank of America Public Finance Group, the County and the Corporation, on file 6 7644 with the Clerk of the 'Board of ' Supervis'ors, is hereby approved. The County Administrator is hereby authorized and directed to execute and deliver the Purchase Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidences! by the execution and delivery thereof' and pursuant thereto to sell not to exceed $140, 000,000 '1992 Certificates to the Underwriters for the purchase price set forth in the Purchase Agreement, said price to be not less than the 'principal amount represented by the 1992 Certificates less an underwriting discount of not exceeding 3%. Section`, 7. The 'form' of Official 'Statement describing the 1992 Certificates, on file with the Clerk of the Board of Supervisors, is hereby approved. The Chairman of the Board of Supervisors of the County ,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 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 . SeCtionl $. The Underwriters are 'hereby authorized to distribute copies of the Official Statement to persons purchasing the 1992 Certificates and other interested 7 7644M parties . The distribution of the Preliminary Official Statement by the Underwriters is hereby authorized and approved, Section 9 . The execution and delivery, pursuant to the Trust Agreement, of not to exceed $140,000,000 aggregate principal amount of the County of Contra Costa,'' California, 1992 Certificates of Participation. for County Hospital,.' 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 executed, is hereby'; authorized and approved. The sale of the 1992 Certificates to the Underwriters 'pursuant to the ter s.' and ;conditions of the Certificate Purchase Agreement is hereby 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 Clem of the 'Hoard 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 8 7644M 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 suet 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 1992 Certificates are hereby approved and confirmed. Section 12. This Resolution shall take effect from and after its date of adoption.' PASSED AND ADOPTED this 24th day of March, 1992. by the, following vote AWES: Sunervisors Power's , Fanden, Schroder, Torlakson, McPeak, NOES : None ABSENT: None Chairman of the Board: of Supervisors County of ContraCosta, Calif'orni'a [Seal'] ATTEST: Phil Batchelor, Clerk of the Board of Supervisors ' and County Administrator ' By Deputy Clerk of the Beard of Supervisors of the County of Contra Costa, State of California 9 7'644M CLERK'S .CEEIIFICATE I >Jeanne ©, Maglio , 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 24th clay of March, 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: Supervisors Powers, Fanden, 'Schroder Torlakson, McPeak NOES: None An 'agenda of said meeting was posted at least 72 hours before said meeting at Lobby, 651 Pine St. , 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 7644M the original 'resolution adopted at said meeting and' entered 'in said minutes, and said resolution has not been !.amended, modified or rescinded since the date of its adaption., and the same is now in full farce : and effect . WITNESS my hand and the seal of the County of Contra Costa this 24th day of March 1992 . Deputy erk of the Board :of Supervisors of the County of Contra Costa, State of California [Seal] 2 7644M