Loading...
HomeMy WebLinkAboutRESOLUTIONS - 01011992 - 1992-285 CCa-22a RESOLUTION NO, 92/235 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING FORMS OF AND EXECUTION OF AN ACQUISITION AGREEMENT, A FACILITY LEASE (CONSOLIDATED CAPITAL FACILITIES PROJECT) , A TRUST AGREEMENT AND LETTERS OF INSTRUCTION; APPROVING EXECUTION AND DELIVERY OF REFUNDING CERTIFICATES OF PARTICIPATION (CONSOLIDATED CAPITAL FACILITIES PROJECT) SERIES OF 1992; APPROVING FORM OF AND DISTRIBUTIONOF PRELIMINARY OFFICIAL STATEMENT FOR THE SALE OF SAID CERTIFICATES OF PARTICIPATION', OFFICIAL NOTICE OF SALE AND NOTICE OF INTENTION TO SELL 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 Berard 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 participation financing for the purpose of, defeasing three 7776M 92/285 outstanding series of certificates of participation previously issued under the County Supervisors Association of California (herein 1CSAC11) program entitled as follows : (1) Fixed Rate Certificates of Participation (California Counties Lease Financing Program - Contra Costa County Project) , Series 1986, dated April 4, 1988 (the 111988Certificates") , '(2) Fixed Rate Certificates of Participation (California Counties Lease Financing Program - Contra Costa County Project II`) , Series 1986,` dated April 3, 1989 (the "1989A Certificates") and (3) Fixed Rate Certificates of Participation (California Counties Lease Financing Program Contra Costa County Project III) , Series `1986, dated October 2 1989 (the "1989B Certificates") (together the "Prior Certificates") ; WHEREAS, the County as lessor and CSAC as lessee have previously entered into three site leases, each entitled "Site Lease" and dated as of April 1, 1988, April 1, 1989 and October 1, 1989, respectively (together the "Prior .Site Leases") WHEREAS, the County has previously entered into three project lease agreements, each entitled "Project Lease Agreement'" and dated as of April 1 1988, April 1, 1989 and October 1, 1989, respectively (together the "Prior Project Leases") for the lease of certain public facilities (the "Project'") WHEREAS, to effectuate the defeasance: of the Prior Certificates, the County will secure the lease payments 'due 2 7776M under the Prior "Project Leases by depositing certain federal securities with the Prior Trustee, as defined below, 'and :upon said deposit, the Prior Project Leases and Prior Site Leases will terminate WHEREAS, upon such termination, title to the Project will thereafter vest with the County; 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, which is situated on certain parcels of land located in; the City of Martinez, County of Contra Costa, State of. California {the "Demised Premises") from the County for the purpose' of enabling the County to refinance the Project and defease' the Prior Certificates; WHEREAS, it is proposed that the County enter into documents entitled "Acquisition Agreement> Relating to the 3 777'6M Consolidation Capital Facilities Project, " dated as of June 1," 1992 (herein called the "Acquisition Agreement") , and entitled "Facility Lease (ConsolidatedCapital Facilities Project) , " dated as of June 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 and the Demised Premises, WHEREAS, it is proposed that all rights to receive such base rental paymentwill 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 Relating to the Facility Lease (Consolidated Capital Facilities Project) " , and dated as of dune 1, ' 1992 (herein called 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 June 1, 1992 (the "Trust Agreement") , pursuant to which said trustee will execute and deliver Refunding Certificates of Participation (Consolidated Capital Facilities Project), Series of 1992 (the "1992 Refunding Certificates") in an amount equal to the agg'rega'te principal components' of such payments,, each evidencing, and representing a fractional undivided interest in such payments, 4 7 7 7'6M WHEREAS, a' form of Official Statement describing the 1992 Refunding Certificates, a form of Official Notice of Salo inviting bids to purchase the 1992 Refunding Certificates and a form of Notice of 'Intention to Sell the 1992Refunding Certificates are on file''with the Clerk of this Board of Supervisors;' WHEREAS, forms of Letters of Instructions to the trustee for the '1988' Certificates, to the trustee for the 1989A Certificates and to the trustee for the 19898 Certificates (the "Prior Trustee") have 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 Refunding Certificates, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummat'i'on 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 5 7776M statements, findings and determinations of the County set forth above are true' and correct. Section 2 The form of Acquisition; Agreement Relating to the Consolidated Capital Facilities Project between the County and the Corporation, dated as of June 1, 1992, on file with the Clerk of the Beard 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 farm, 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 (Consolidated Capital Facilities Project) , >dated as of June 1, 1992, on file: with the Clerk of the Board of Supervisors, is hereby approved' and the Chairman of the Hoard 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, however, that the aggregate principal component of base rental payments payable under the Facility Lease shall not exceed $40,000,000, the maximum annual base rental payments payable under the Facility Lease shall not exceed b 7 7 7`6M $3,000,000, 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 vdth Prager, McCarthy & Lewis (herein called the "Financial Advisor") , 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 representedby the '1992` Refunding Certificates or other financing techniques as may be provided for in the Official Statement, or (ii) obtain municipal bend insurance. Section 4 . The form of Trust Agreement Relating to Refunding {Certificates of Participation Consolidated Capital Facilities Project, Series of 1992, by and among U. S. Trust Company of California, N.A. , " as trustee, the Corporation and the County,''dated as of June 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 rewire or approve, such approval to be conclusively evidenced by the execution and delivery thereof . Among the changes authorized to be made to such Trust 7 777'66 Agreement are such changes as are necessary in the event the County Administrator, upon consultation with the Financial Advisor, determines it is desirable to (i) accommodateone or more of the methods or modes of determining the principal and interest components of the Base Rental Payments represented by the 1992 Refunding Certificates or other financing techniques as may be provided for in the Official Statement, or (ii) obtain municipal bond insurance. Section 5 .' The forms of Letters of Instructions to the Pricer Trustee, by and between the Corporation and the County and accepted and agreed to by the Prior Trustee, each dated as of June' 1, 1992 , on file with the Clerk of the Board of Supervisors, is hereby approved. The -Chairman of the Beard of Supervisors and the Clerk of the Board of Supervisors, and their designees', are hereby authorized and directed to executed and deliver the Letters of Instructions 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 . The Financial Adivisor is hereby authorized to arrange for:'. the purchase of' the "securities to be 'deposited with the Prior Trustee` in order to defense the Prior Certificates pursuant to the Letters 'of Instructions and to arrange for the verifications of the Escrow Funds by an appropriate verification agent . 8 777'6M Section The form of Preliminary 'Official Statement describing, the 1992Refunding Certificates, can ,file with the Clerk of the Heard of Supervisors, is hereby approved.. The Financial Adviser is hereby authorized and directed to cause to be supplied to prospective purchasers of the 1992 Refunding 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 Financial Adviser, Orrick, Herrington & Sutcliffe, Special Counsel , or the County Counsel's Office, and to supply the purchaser for the 1992 Refunding Certificates with copies of a final official statement, completed to include the interest rate or rates, and final sale information. The County Administrator is authorized to certify on behalf of the County that the preliminary form of the official 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 Financial Advisor,' 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. 9 7776M Section 7. The form of proposed Official notice of Salo inviting bids for the 1992 Refunding Certificates is hereby approved and adopted as the Official Notice of Sale inviting bids for the 1992 Refunding Certificates, substantially in the form on file with the Clerk of the Hoard of Supervisors, with such additions, changes and corrections thereto as the County Administrator or his designee shall require or approve. Sealed proposals shall be received on> such date as shall be selected by the County Administrator or his designee, upon consultation with the Financial Advisor, for the purchase of the 1992 Refunding Certificates, the interest rate or rates to be ,designated in the bid, in accordance with the terms and conditions of said Official Notice of Sale. The County Administrator or his designee is hereby authorized to accept the best responsive bid, so long as such bid shall provide a net interest 'cost to the County of not to exceed ten percent (14%) ; per annum, and the price to be paid to to the County for the 1992 Refunding Certificates shall not be less than the par value thereof, less a discount of not to exceed three percent (3%) , or to reject all bids, and if such net interest cost and price are acceptable to the County Administrator or his designee, the County Administrator or his designee is hereby authorized and directed to accept, on behalf of the County', the best responsive`'bid. The Financial Adviser is hereby authorized °and 'directed ' to cause to be mailed to prospective bidders for, the Series if 1992 Refunding. 10' 777'6M Certificates copies of said Official Notice of Sale, subject to such corrections, revisions or additions as may be ` acceptable to the County Administrator or his designee. Section I. The form of proposed Notice of Intention to Sell, in substantially the form on file with the Clerk of the Board of Supervisors, is hereby approved and adopted as the Notice of Intention to Sell, and the Clerk of the Board of Supervisors is hereby authorized and directed to cause said Notice of Intention to Sell, `subject 'to such corrections, revisions or additions as may be acceptable to the Clerk of the Board of Supervisors, to be published once at least fifteen days before the date of sale in THE BOND BUYER. Section 9 . The Financial Adivsor, Orrick, Herrington & Sutcliffe, as special counsel, and the appropriate County officials be and they are hereby authorized and directed tocontinueto ,prepare the necessary legal documents to accomplish said financing, and to take any and all necessary actions in connection therewith. Section 10. The execution and delivery, pursuant to the Trust Agreement, of not to exceed $40, 000,000 aggregate principal amount of the County of Contra Costa, California, Refunding Certificates of Participation (Consolidated Capital Facilities Project) , Series of 1992, 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 11, "7776M interest components with respect thereto as specified in the Trust Agreement as executed, is hereby authorized and approved. Section 11. 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, tag 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 Refunding Certificates, necessary and desirable to accomplish the transactions' set forth above. Section 12. All actions heretofore taken by the officers and agents of the County with respect to the sale, execution and delivery of the 1992 Refunding Certificates are hereby approved and confirmed. 12 7776M SeCtion 13 . This Resolution 'shall take effect from and after its date of adoption. PASSED AND ADOPTED this 5th day of May, 1992. by the following vote. AYES: Supervisors Powers, Fah.den', Schroder, Torlakson, McPeak NOES: bone ABSENT: None ABSTAIN', None Chair of the Board of Supervisor's County of Contra Costa, California [Seal] ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By Deputy Clerk of the Shard of Supervisors of the County of Contra Costa, State of California 92/285 13 7776M