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HomeMy WebLinkAboutMINUTES - 03241992 - 2.1 :f To: � BOARD OF SUPERVISORS 5..-.L Contra FROM: Costa Phil Batchelor, County Administrator County DATE: March 24, 1992 SUBJECT: Document Approval for Hospital Replacement Financing SPECIFIC REOUEST(S)OR RECOMMENDATION(S)8 BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. Adopt Resolution approving forms of and execution of legal documents for Merrithew Hospital Replacement- Project financing. 2. Authorize the County Administrator to take all necessary actions to complete the financing as authorized by the Board on March 3 , 1992. 3 . Authorize the County Administrator and other appropriate County officials to travel to New York for meetings with rating agencies- on March 26 and 27, 1992. 4 . Approve the addition of Artemis Capital Group, Inc. , a women owned underwriting firm, to the project underwriting team subject to certification by the County Affirmative Action Division. BACKGROUND The Board, on March 3 , 1992, approved proceeding with the Merrithew Hospital Replacement Project and directed the County Administrator to arrange for the financing of the project. Since March 3 , 1992 the County' s financial and legal consultants have been working to complete the legal documents and financial structuring of the Certificate of Participation issue for the project financing. The final form of the documents have been filed with the Clerk. The consultants and County staff are scheduled to meet with Moody' s and Standard and Poors in New York on March 26 and 27 for a rating review. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY,ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON - March 24, 1992 APPROVED AS RECOMMENDED OTHER _X ADOPTED a position in support of legislation HR 4521 (introduced by Congressman Pete Stark) which would create a health saf6tv net infrastructure trust fund and REQUESTED the. County`Admini-strator to communicate the-Board"s Dos;ition to Congressman Stark. 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. CC: County Counsel ATTESTED March. 24 19-92 Health Services Director PHIL BATCHELOR,CLERK OF THE BOARD OF Auditor-Controller SUPERVISORS AND COUNTY ADMINISTRATOR Tax Collector l� M382 (10/88) BY DEPUTY c ` -2- The Underwriting team of Prudential Securities and Bank of America, as selected by the Board in 1989 , have been active in planning the structure of the issue and are prepared to proceed with purchase and sale of the securities upon receipt of the rating. The current schedule plans for the issue closing the first week in May. At the time the Board approved the selection of the underwriting team the County Administrator recommended that a minority underwriter firm be added to the team at the time of sale of the securities. The County financial advisor has recommended Artemis Capital Group, Inc. to assist with the sale and marketing of the issue. The selection is strongly supported by the Treasurer-Tax Collector. The Artemis Group is a well experienced women-owned firm that will add significantly to the underwriting capability. Artemis Capital, Inc. currently has an application for certification pending with the County Affirmative Action Division. If the certification is approved it is recommended that Artemis be added to the team. CC-22a RESOLUTION NO. 92/178 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 STATEMENT FOR 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 7644M RESOLUTION NO. 92(178 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, 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 (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 April 1, 1992 (herein called 2 7644M the "Trust Agreement" ) , pursuant to which said trustee will execute and deliver certificates of participation (herein called the "1992 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 which Prudential Securities , Inc . and Bank of America Public Finance Group (herein called 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 : 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 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 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 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 3 . 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 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 $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. Trust 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 authorized and 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 7644M with the Clerk of the Board of Supervisors, 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 evidenced 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 . Section 8 . 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 terms 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 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 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 set forth above. Rection 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: AYES : Supervisors —Powers , Fanden, Schroder Torlakson, McPeak NOES : None ABSENT: None Chairman of the Board of Supervisors County of Contra Costa, California [Seal] ATTEST: 'Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By /l/rVW7 � Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California 9 -... 7644M CLERK' S CERTIFICATE I � Jeanne 0. 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 day 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 adoption, and the same is now in full force and effect . WITNESS my hand and the seal of the County of Contra Costa this 24th day of March 1992 . Deputy Cler of the Board of Supervisors of the County of Contra Costa, State of California [Seal] 2 7644M