HomeMy WebLinkAboutRESOLUTIONS - 01011992 - 1992-388 • CCa-22b
RESOLUTIONNO. 92/388
OF THE BOARD OF SUPERVISORS OF THE
COUNTY OF CONTRA COSTA
CALIFORNIA
RESOLUTION' RATIFYING AND APPROVING FORMS OF AN ACQUISITION
AGREEMENT, A FACILITY LEASE (CONSOLIDATED CAPITAL FACILITIES
PROJECT) , A TRUST AGREEMENT AND LETTERS OF INSTRUCTION;
APPROVING ISSUANCE OF 1992 REFUNDING CERTIFICATES OF
PARTICIPATION (CONSOLIDATED CAPITAL FACILITIES PROJECT)
APPROVING FORM OF AND RATIFYING'' AND APPROVING ISSUANCE OF
OFFICIAL STATEMENT FOR THE SALE OF SAID CERTIFICATES OF
PARTICIPATION; AND AUTHORIZING TARING 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
and the residents of the County to enter' into a certificate of
participation financing for the,°purpose of defeasing 'three
outstanding of°'certificates of participation previously issued
under the County Supervisors Association of California (herein:
"CSAC") program entitled as follows:" (1) Fixed Rate
Certificates of Participation (California Counties Lease
30922
.............. ...................................................... ............................................................................................. ......................................................
......................................
Financing Program. - Contra Costa County Project) , Series 1986,
dated April 4, 1988 (the "1988 Certificates") , (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 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, for the lease of certain public ,
facilities (the "Project") ;
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;
2
30922
...........
.... ................
................... ........
M-M
M : 0. 0 P Tio mm.r'T pmm
P.T.
.r. ...... .
. ...........!... P.
WHEREAS, under Resolution No. 92/285 passed and
adopted on May 5, 1992, this Board of Supervisors approved
forms of certain agreements entitled "Acquisition Agreement
Relating to the Consolidated Capital Facilities Project
(herein called'' the "Acquisition Agreement") `' "Facility Lease
(Consolidated Capital Facilities Project) " ('herein called the
"'Facility Lease") ; "Trust Agreement" relating to the Refunding
Certificates of Participation (Consolidated .Capital Facilities
Project) , Series of 1992 (herein called the "Trust
Agreement") ; and "Letters of Instruction" (herein called the
"Letters of Instruction") ;
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
of the Project;
WHEREAS, it is proposed that all rights to receive
such payments (together with the additional payments provided
for in the Facility Lease) will be 'assigned without ''recourse
by the Corporation to a trusteepursuant to an Assignment
Agreement, ' dated as of June 1, ''1992, between the Corporation
and U.S. Trust Company of California, N.'A. , as trustee (the
"Trustee");
WHEREAS, it is further proposed that the
Corporation, the County and the Trustee enter into said Trust
3
30922
Agreement dated as of June 1, 1992, pursuant to which the
Trustee will .execute and deliver certificates of participation
(herein called the "1992 Refunding 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
finance the Project;
WHEREAS, it is further proposed that the County and
the Corporation excute and deliver 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 (together the "Prior Trustee") ;
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 ratify the, execution of
such documents and the consummation of such financing; and
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;
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
4
30922
statements, findings and determinations of the County set
forth above are true and correct.
Segtion ;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 Board of Supervisors, iss:
hereby ratified and approved and the Chair of the Board of
Supervisors and the Clerk of the Board of Supervisors, or
their designees, are hereby authorized and directed to execute
and deliver said Acquisition Agreement in substantially said:
fora, :.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, 19921on file
with the Clerk of the Board of Supervisors, is hereby ratified
and approved and the Chair .of the Board of Supervisors and the.'.
Clerk of. the Board of Supervisors, or 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 executions and delivery
thereof.
Section 4 . The form of Trust Agreement Relating to
1992 Refunding Certificates of Participation (Consolidated
Capital Facilities Project) , byand:. among U. S. Trust Company
5
30922
...................... ............................................... ........... .......... ............. ............. ................................. ........... ................
...........................
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 ratified and approved.
The Chair of the .Board of Supervisors and the Clerk of the
Board of Supervisors, or their designees, are hereby
authorized and directed to execute and deliver theTrust.
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 5 . The forms of Letters of Instructions to
the Prior Trustee, byand 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, are hereby ratified and approved.. The
Chairman of the Board of Supervisors and the Clerk of the
Board of Supervisors, or their designees, are hereby
authorized and directed to execute 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 .
Section 6. The form of Official Statement
describing the 1992 Refunding Certificates, on file with the
Clerk of the Board of Supervisors, is hereby ratified and .
approved. The County Administrator, or his designee, is
6
30922
..................... ...............
.........................................i-;M;;;;;;;;;;4 ......... ..........
................................................................. ...................
hereby authorized and directed,`' at the time of the delivery of
the 1992 Refunding: Certificates', for and in thename and on
behalf of the County, to execute and deliver a final' Official
Statement in substantially the 'form of the Official Statement
prepared by said Financial 'Advisor, ' 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.
Section 7. The schedule of the principal and
interest components of the base' rental payments set forth in
Exhibit A `hereto are ratified and approved and are hereby
determined as the base rental payments to be paid pursuant to
the Facility Lease
Sgction 8. The execution and delivery, pursuant to
the Trust Agreement, of $3'7,300',000" aggregate principal amount''
of the County of Contra Costa, California, 1992 Refunding
Certificates of Participation (Consolidated Capital Facilities
Project) , 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, is hereby authorized and 'approved. The sale of the
1992 Refunding Certificates to the purchaser, pursuant to .the
7
30922
terms. and conditions of the Official Notice of Sale, is hereby,
ratified and approved.
Section 9 . The officers :of the County are, hereby
authorized and directed, jointly and severally, to do any and
all things which they may deemnecessary or advisable in order
to consummate the transactions herein authorized and otherwises
to carry out, give effect ,to and comply with the terms and
intent of this Resolution. The Chair .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, tax 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 10. 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.
8
30922
ection 11. This Resolution shall take effect from
and afterits date of ,adoption.
PASSED AND ADOPTED this 9th day of June, 1992
AYES Supervisors Powers, ' Fanden, :Schroder, Torlakson, McPeak
NOES : ; None
h
Chair of the Board of Supervisors
County of Contra 'Cost'a, California
[Seal]
ATTEST: Phil: Batchelor, Cleric' of the
Board of Supervisors and
County Administrator
By
Deputy Clerk of the Board of
Supervisor's of the County of
Contra Costa', State of California
9
3'0922
EXHIBIT A
Rental Payment Schedule
Amount Amount
Base Rental Total Base Attributable Attributable
Payment Dates(1) Rental Payment to Interest to Principal
November 15, 1992 $1,256,715. 00 $1,256,715.00
May 15, 1993 1,256,715.00 1,256,715.00
November 15, 1993 1,256,715 . 00 1,256,715 .00
May 15, 1994 2,291,715.00 1,256,715.00 $1, 035, 000 .00
November 15, 1994 1,207,552 . 50 1,207, 552 .50
May 15, 1995 2,287,522 .50 1, 207,552 .50 11080,000. 00
November 15 1995 1, 156,252 .50 1, 156,252.50
May 15, 1996 2,286,252 .50 1, 156, 252 .50 1, 130,000 .00
November 15, 1996 1, 102,577. 50 1, 102, 577. 50
May 15, 1997 2,292, 577.50 1, 102, 577..50 1, 190,000.00
November 15, 1997 1,046,052: 50 1>,046052.50
May 15, 1998 2,301, 052.,50 1,046, 052 .50 1,255,000.00
November 15, 1998 986,440 .00 986,440.00
May 15, 1999 2,306,440.00 986,440. 00 1, 320,000.00
November 15, 1999 923,740. 00 929,740 .00
May 15, 2000 2,318,740.00 923,740.00 1,395, 000`.00
November 15, 2000 857,477.50 857,477. 50
May 15, 2001 2,327,477.50 857,477.50 1,470,000.00
November 15, 2001 787, 652.50 787, 652.50
May 15, 2002 2,342, 652.50 787, 652 .50 1,555,000.00
November 15, 2002 716, 122.50 716, 122.50
May 15, 2003 2,361,122. 50 716, 122.50 1, 645,000.00
November 15, 2003 670,885.00 670,885.00
May 15, 2004 2,415,885 .00 670,885.00 1,745,000.00
November 15, 2004 622,897 50 622,897.50
May 15, 2005 2,472, 897. 50 622,897.50 1,850,000.00
November 15, 2005 572,022. 50 572,022.50
May 15, 2006 2,542,022 . 50 572,022.50 1,970,000. 00
November 15, 2006 517,847.50 517, 847.50
May 15, 2007 2,602,847. 50 517,847.50 2,085,000.00
November 15, 2007 460,510.00 460,510. 00
May 15, 2008 2,680,510.00 460,510.0`0 2,220,000.00
November 15, 2008 399,460 .00 399,460.00
May 15, 2009 2,424,460.00 399,460.00 2,025,000.00
November 15, 2009 343,772 .50 343,772 .50
May 15, 2010 1,263,772 . 50 343, 772 . 50 920,000.00
November 15, 2010 318,472 .50 318,472 .50 "
A-1
30922
Amount Amount
Base Rental Total Base AttributableAttributable
Payment 12ates(1) Renal Payment to jntgjeZt to Prin-cipal
May 15, 2011 $1.,298,427 . 50 $318, 472 .50 $ 980,000.00
November 15, 2011 291, 522 . 50 291,522.50
May 15, 2012 1,326,522 . 50 291,522 50 1,035,000. 00
November 15, 2012 26,3, 060.00 263,060.00
May 1,5, 2013 1,368,060.00 263,060 00 1,1105,000.00
November 15, 2013 232, 120.00 232,120.00
May 15, 2014 1,407, 120.00 232; 120.00 1, 175,000 00'
November 15, 2014 199,220.00 199, 220.00
May 15, 2015 1,449,220.00 199,220.00 1,250,000 ..00
November 15, 2015 164,220.00 164,220.00
May 15, 2016 1,48-.9,220.00 164,220.00 1,325,000. 00
November 15, 2016 127, 120.00 127, 120 00
May 15, 2017 1, 542,120.00 127, 120.00 1,415,000.00
November 15, 2017 87, 500.00 87; 500.00
May 15, 2018 1, 587, 500.00 87, 500.00 1, 500>,000.00
November 15, 2018 45, 500. 00 45, 500..00
May 15, 2019 1, 670,500.00' 45, 500.00 1, 625,000.00
(1) Due date is the first day of the following month.
A-2
30922