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Home My WebLink AboutMINUTES - 07141987 - 1.73 a, TGV: BOARD OF SUPERVISORS FROM: Harvey E. Brag'on Director of Community Development Contra Costa DATE: July 1, .1987 �J SUBJECT: County of Contra Costa Certificates of Participation �;("�` nty Concord HealthcareCenter, Inc. — SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Adopt resolution approving the Amended and Restated Trust Agreement and the Remarketing memorandum pursuant to the County of Contra Costa, California) Certificates of Participation - Concord Healthcare Center, Inc. - and authorize the Chair, Vice-Chair, Director of Community Development, or Chief of Development Finance Programs to execute said documents. BACKGROUND/REASONS FOR RECOMMENDATIONS I On December 30, 11986 the County completed the sale of $4. 3 million in Certificates of Participation to finance a 124-bed skilled nursing home in Concord. The proceeds of the bonds have been escrowed since issuance, and would be available to finance the project upon completion of validation proceedings before the Superior Court, and delivery of a AA-rated or better Letter of Credit to securelipayment to the bondholders. On March 6, 1987 the Superior Court entered its final default judgement thereby validating the proceedings. The developer has also delivered a AA-rated Letter of Credit from Tokai Bank, Ltd. Moody' s, in its rating review of-11the bond documents has requested certain technical changes to the Tryust Agreement. Subject to the rating from Moody' s, the bonds are ready for release from escrow, and remarketing as provided for in the proceedings. CONTINUED ON ATTACHMENT: YES SIGNA RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATI OF BfT COMMITTEE APPROVE OTHER j II SIGNATURE(S) : ACTION OF BOARD ON July APPROVED AS RECOMMENDED x OTHER The Board REQUESTED the County Administrator to report on the method utilized in selecting the final agency in the above noted matter . VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT a1 ) 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 July 14 , 1987 County Administrators Office PHIL BATCHELOR, CLERK OF Health Services Department THE BOARD OF SUPERVISORS Auditor-Controllers AND COUNTY ADMINISTRATOR BY , DEPUTY JK/mb °I la/healthcr.bos ,I j II � ji � �s ri RESOLUTION NO. 871420 RESOLUTION� OF THE COUNTY OF CONTRA COSTA APPROVING AMENDMENTS TO;; DOCUMENTS FOR CERTIFICATES OF PARTICIPATION (CONCORD HEALTHCARE CENTER, INC. PROJECT) t WHEREAS, CONCORD HEALTHCARE CENTER, INC. , a California corporation (the "Company") , will construct a project consisting of a 124-bed skilled nursing and interme- diate care facility (the "Project") located at Concord Boulevard west ''f Denkinger Road in Concord, California; and WHEREAS, the County of Contra Costa (the "County") and the Company have entered into a Lease Agree- ment, dated he 1, 1986, (the "Lease Agreement") whereby the Company leases to the County the Project and the site thereof; and s WHEREAS, the County and the Company have entered into a Sublease Agreement, dated December 1, 1986 (the "Sublease Agreement") , pursuant to which the County sub- leases the Project to the Company; and WHEREAS, the County has provided for the execution and delivery of certificates of participation (the "Certifi- cates") , each -�ievidencing proportionate interests in the Lease Agreement; and WHEREAS, said Certificates were issued pursuant to. a Trust Agreement dated December 1, 1986 (the "Trust Agree- ment") , by and;' among the County, the Company, and Security Pacific Nationlal Bank as trustee (the "Trustee") , in an i. aggregate prnpi.pal amount of $4, 300,000 and designated as the "County of Contra Costa Certificates of Participation (Concord Hea''lthcare Center, Inc. Project) " (the "Certificates") ; and WHEREAS, the County has heretofore adopted its Resolution No. i� 86/722, authorizing and approving the Trust Agreement, Lea,'se Agreement, and Sublease Agreement and the issuance .of the Certificates; and WHEREAS, the proceeds of the Certificates have been placed in escrow and, as certain conditions specified in the Trust Agreement (the "Escrow, Conditions") have been satisfied, will be released from escrow on July 15, 1987 and applied to the j construction? and acquisition of the Project; and WHEREAS, in satisfying two of the Escrow Conditions, the Company obtained a letter of credit (the it i "Letter of Credit") satisfying the requirements of the Trust Agreement and obtained a rating on the Certificates from Moody's Investors Service ("Moody's") ; and WHEREAS, Tokai Bank of California, as agent of The Tokai Bank, Ltd. , Los Angeles Agency (collectively, the "Bank") , the issuer of the Letter of Credit, has requested that the County enter into an intercreditor agreement (the "Intercreditor 'I�Agreement") with the Trustee and the Bank; and WHEREAS, Moody's and the Bank have requested that certain amendments be made to the Lease Agreement, the Sublease Agreement, and the Trust Agreement. NOW, (THEREFORE, BE IT RESOLVED by the County of Contra Costa asfollows: Section 1. Amended and Restated Lease Actreement. The Lease Agreement, substantially in the form and with such changes as were presented .at this meeting (the Lease Agree- ment with such ,lchanges being the amended and restated Lease Agreement) , is 'I, hereby approved, and the Chair of the Board of Supervisors; Vice Chair of the Board of Supervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief. of Development Finance Programs 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 the amended and restated Lease; Agreement in substantially the form herein approved, with '!�such changes therein as the officer executing the same may iapprove, such approval to be conclusively evidenced by the execution and delivery thereof. Section 2. Amended and Restated Trust Agreement. The Trust Agreement, substantially in the form and with such changes as were presented at this meeting (the Trust Agree- ment with such changes being the amended and restated Trust Agreement) is hereby approved, and the Chair of the Board of Supervisors, Vice Chair of the Board of Supervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief of Development Finance Programs 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 the amended and restated Trusty Agreement in substantially the form herein approved, with such changes therein as the officer executing the same may ',i approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Amended and Restated Sublease Agree- ment. rq Be- ment. The Sublease Agreement, substantially in the form and with such changes as were presented to this meeting (the Sublease Agreement with such changes being the amended and restated Sublease Agreement) , is hereby approved, and the Chair of the Board of Supervisors, Vice Chair of the Board of Supervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief of Development Finance Programs 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 the amended and restated Sublease Agreement in substantially the form herein approved, with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Intercreditor Agreement. The Inter- creditor Agreement, substantially in the form presented at this meeting, is hereby approved, and the Chair of the Board of Supervisors; Vice Chair of the Board of Supervisors, County Administrator and Ex-Officio Clerk of the Board of Supervisors, Director of Community Development or Chief of Development Finance Programs 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 the Intercreditor Agreement in substantially the form herein approved, with 'such changes therein as the officer executing the same may approve, such approval to be conclusively , evidenced by the execution and delivery thereof. Section 5. Remarketing Memorandum. The County hereby consents to the inclusion of the name of the County and of information concerning the County in the remarketing memorandum, substantially in the form presented at this meeting (the "Remarketing Memorandum") , to be distributed by Cranston Securities Company (the "Remarketing Agent") . Section 6. Other Acts. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents which they may deem necessary or advisable in !order to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 7. Effective Date. This Resolution shall take effect immediately upon adoption. ADOPTED this 14th day of July, 1987. I� Carolyn Matthews Deputy Clerk for the County of Contra Costa, do hereby certify that the foregoing Resolution was regularly introduced and adopted by the County at a regular meeting thereof held on the 14th day of July, 1987, by ;the following vote of the County. AYES:' Supervisors Powers , Fanden, Schroder, Torlakson, McPeak. 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 14th dayof July, 1987. ATTEST: Phil Batcheler County Administrator and Ex-Officio Clerk of the Board of Supervisors Deputy �r