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HomeMy WebLinkAboutRESOLUTIONS - 01011997 - 1997-073 RESOLUTION NO. ,.97/73 . OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION RATIFYING AND APPROVING EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION (11+iERRMEEW MEMORIAL HOSPI'T'AL REPLACEMENT PROJECT), REFUNDING SERIES OF 1997; RATIFYING AND APPROVING FORMS OF A FIRST SUPPLEMENTAL TRUST AGREEMENT, A FIRST AMENDMENT TO FACILITY LEASE (A HEW MEMORIAL HOSPITAL REPLACE PROJECT'), A 1992 CERTIFICATES LETTER, OF INSTRUCTIONS, A CONTINUING DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT; RATIFYING AND CONFIRMING THE CONTRACT OF PURCHASE; APPROVING THE BASE RENTAL UNDER SAID FIRST AMENDMENT TO FACILITY LEASE; RATIFYING ELECTION TO GUARANTEE RENTAL PAYMENTS WITH MOTOR VEHICLE LICENSE FEES; AND AUTHORIZING THE TAKING OF ALL NECESSARY ACTIONS IN CONNECTION THEREOF. WHEREAS, this Board of Supervisors by resolution no. 96/84 adopted March 5, 1996, has heretofore authorized the sale of Certificates of Participation (Merrithew Memorial Hospital Replacement Project), Refunding Series of 1997 (the "1997 Certificates") for the purpose of refunding outstanding Certificates of Participation (Merrithew Memorial Hospital Replacement Project), Series of 1992 (herein called the "1992 Cerdficates"), which were issued to finance the construction, acquisition and equipping of the county hospital in Martinez, California, together with site development, equipment and improvements (the "Project"), WI EREAS, there has been presented to this meeting a report of the sale of the 1997 Certificates; WHEREAS, this Board desires to ratify the sale of the 1997 Certificates and its approval of the following documents: I 1. First Supplemental Trust Agreement, dated as of February 1, 1997, by and among U.S. Trust Company of California, N.A., as trustee (the "Trustee"), the Contra Costa County Public Facilities Corporation (the "Corporation") and the County (the "First Supplemental Trust Agreement"); 2. First Amendment to Facility Mase (Merrithew Memorial Hospital Replacement Project), dated as of February 1, 1997, by and between the Corporation and the County (the "First Amendment to Facility Lease"); 1 3. 1992 Certificates Letter of Instructions, dated as of February 1, 1997, from the Corporation and the County to the Trustee (the "Letter of Instructions"); 4. Continuing Disclosure Agreement, dated the date of execution and delivery of the 1997 Certificates, by and between the County and the Trustee (the "Continuing Disclosure Agreement); 5. Official Statement relating to the 1997 Certificates (the "Official Statement"); and 6. Contract of Purchase, by and among the Corporation, the County and Smith Barney Inc., as representative of the underwriters (the "Contract of Purchase"). WF1tl:;AS, the lard of supervisors of the County has been presented with the form of each document referred to herein, and this Board has examined and approved each document and desires to ratify its approval of the execution and delivery of not to 02-4"70.1 2 I exceed $160,000,000 aggregate principal amount of the 1997 Certificates and 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. All of the recitals herein are true and correct and this Board so finds. Section 2. The action of this Board in heretofore authorizing the execution and delivery of the 1997 Certificates is hereby ratified and confirmed, and the terms of the 1997 Certificates shall be as set forth in the First Supplemental Trust Agreement. Section 3. The execution and delivery of the First Supplemental Trust Agreement, on file with the Clerk of the Board of Supervisors, is hereby authorized, ratified and confirmed, 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 First Supplemental 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. S%3jo.4. The execution and delivery of the First Amendment to Facility Lease, on file with the Clerk of the Board of Supervisors, is hereby authorized, ratified and confirmed, 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 First Amendment to 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. Section . The execution and delivery of the Leter of Instructions, on file with the Clerk of the Board of Supervisors, is hereby authorized, ratified and confirmed, 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 Letter 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 . The execution and delivery of the Continuing Disclosure Agreement, on file with the Clerk of the Board of Supervisors, is hereby authorized, ratified and confirmed, 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 Continuing Disclosure 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. Se,cti,7n7. The form of Official Statement describing the 1997 Certificates, on file with the Clerk of the Beard of Supervisors, is hereby ratified and confirmed, and the County Administrator or his designee is hereby authorized and directed to execute and deliver the Official Statement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. XF24 0.1 4 I The action of this Board in heretofore authorizing execution of the Contract of Purchase, on file with the Clerk of the Board of Supervisors, is hereby ratified and confirmed. Section 9. The schedule of base rental payments set forth in Exhibit B of the First Amendment to Facility Lease is approved and is hereby determined to be the schedule of base rental payments to be paid pursuant to the Facility Lease. ,Scadon 10. The Board hereby ratifies its election, pursuant to Government Code Section 25350.55, to guarantee rental payments to be made by the County under the Facility Lease and authorizes and directs the County Administrator or his designee to notify the Controller of the State of California of such election, which notice shall include a schedule of lease payments to be made by the County under the Facility Lease and shall identify a trustee appointed by the County to effectuate the payment provisions pursuant to such guarantee. For purposes of effectuating the payment provisions pursuant to Government Code Section 25350.55, the Board hereby ratifies its appointment of the Trustee for the 1997 Certificates as trustee. Section 11. The officers and supervisors of the County are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates which they deem necessary or advisable in order to consummate the execution and delivery of the documents mentioned herein and any other documents necessary to consummate the financing, and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. 02-6"70.1 5 Section . All actions heretofore tal= by the officers and agents of the County with respect to the sale, execution and delivery of the 1997 Certificates are hereby ratified and confirmed. 024"70.1 6 I ,3. This Resolution shall take effect from and after its adoption. PASSED AND ADOPTED this 11th day of February, 1997. Chairman of the Bayard of Supervisors County of Contra Costa, California [Stall ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator February 11, 1997 Deputy Clete f the Board of Supervisors of the County of Contra Costa, State of California M-0870.1 7 I CLERK'S CFR=�'t' I, 3�jgy agi11as , Deputy Clerk and Chief Clark of the Board of Supervisors of the County of Contra Costa, hereby certify as follows: The fbregoing 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 11th day of February, 1997, 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 Rogers, Uilkema, Gerber, Canciamilla, DeSaulnier NOES: None An agenda of said muting was posted at least 72 hours before said meeting at 651 Pine Street, artinez, 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 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 adoption, and the same is now in full force and effect. I WITNESS my hand and the seal of the County of Contra Costa thisLtthday of February, 1997. uty Clerk of the Board of Supervisors of the County of Contra Cgsta, State of California 2 AFFIDAVIT OF POSTING OF AGENDA STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) C. S. Turner hereby declares that [s]he is a citizen of the United States of America, over the age of 18 years; that acting for the Board of Supervisors of the County of Contra Costa [s]he posted on February 6, 1997, at 651 Pine Street , Martinez, California, a location freely accessible to members of the public, an agenda for the regular meeting of the Board of Supervisors of Contra Costa County to be held on February 11, 1997, a copy of which is attached hereto. Dated: February 11 1997. T declare under penalty of perjury that the foregoing is true and correct. arz.�ssw.i No BOARD OF SUPERVISORS Contra FROM: Phil Batchelor, County Costa February 11, 1997 (ounly DATE: Merrithew Memorial Hospital Refunding Certificates of Participation SUBJECT. SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION 3t,$axon NDATIONS: 1. Adopt resolution ratifying and approving execution and delivery of the Certificates of Participation and approving final forms of the documents for the refunding of the Merrithew Hospital Replacement Project. 2. Authorise the Chair of the Board of Supervisors, the County Administrator and other appropriate County Officials to execute the closing documents and other agreements necessary for the closing of the transaction. 3. Approve C. M. de Crinis & Co. Inc. as the financial advisory firm for the refunding issue. FINANCIAL IMPACT The Certificates of Participation for the Merrithew Hospital Replacement Project have been refunded with a new issue of $143,875,000 with a lower interest rate and lower debt service costs. The refunding of the debt for the Merrithew Hospital Replacement Project meets the established goal of net savings of at least$3,750,000. BACKGROUND: The refunding of the 1992 Certificates of Participation used to fund the Merrithew Hospital Replacement Project was approved by the Board of Supervisors on February 13, 1996. The County Administrator was directed to take the necessary actions to position the County to take advantage of favorable market conditions in order to maximize the benefits from the new issuance. Just after the Board approved the issue last February the interest rates spiked up. A decision was made to defer action until the interest rates appeared more favorable for the refunding. After last CONTINUED ON ATTACHMENT: YES SIGNATURE: - f, RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATUREffi- ACTION OF BOARD ON - APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS 1 HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS(ABSENT AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. ATTESTS Contact: PHIL BATCHEL CLERK OF THE BOARD OF cc: SER PAGE 2 SUPERVISORS AND COUNTY ADMINISTRATOR BY y �= - DEPUTY -2- February the interest rates moved up further and then gradually down to the point where the issue is now economically feasible. Some changes in the structure of the issue have been incorporated to further enhance the savings advantages for the County. The refunding meets the established savings goal for the County while lowering the debt service, Some additional funds will flow into the construction fund to cover contingencies and additional capital improvements as part of the project. The Co-Special Counsels (Bond Counsels), as part of the original authorization were directed to prepare a final resolution for Board approval at the time the issue was sold. The resolution recommended for adoption meets that requirement. Since the original authorization, the Financial Advisor has been changed to the C. M. de Crinis & Co. , Inc as a result of the death of one member of the advisory team and the relocation of the other member to the new firm. Jean Buckley with the de Crinis firm has worked with the County for several years and has been working on the Merrithew refunding for the past year. Ms. Buckley is very knowledgeable about the County and the refunding in particular. She and the de Crinis firm are well qualified to assist with the completion of the transaction. The Underwriters for the issue are Smith Barney, Bank of America and Bear Stearns. The three firms were selected after review of proposals by the Board in February 1996. They have been working with the County staff and consultants for the past year in preparing the issue for sale at the most appropriate time. Contact: De Bell (5-1093) cc: County Administrator Auditor-Controller Treasurer-Tax Collector Health Services General Services County Counsel' Orrick, Herrington & Sutcliffe C. M. de Crinis & Co. Inc.