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HomeMy WebLinkAboutRESOLUTIONS - 07141987 - 87-420 RESOLUTION NO. 87/420 RESOLUTION OF THE COUNTY OF CONTRA COSTA APPROVING AMENDMENTS TO DOCUMENTS FOR CERTIFICATES OF PARTICIPATION (CONCORD HEALTHCARE CENTER, INC. PROJECT) 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 of 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 December 1, 1986, (the "Lease Agreement") whereby the Company leases to the County the Project and the site thereof; and 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 evidencing 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 National Bank as trustee (the "Trustee") , in an aggregate principal amount of $4,300,000 and designated as the "County of Contra Costa Certificates of Participation (Concord Healthcare Center, Inc. Project) " (the "Certificates") ; and WHEREAS, the County has heretofore adopted its Resolution No. 86/722, authorizing and approving the Trust Agreement, Lease 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 construction and acquisition of the Project; and WHEREAS, in satisfying two of the Escrow Conditions, the Company obtained a letter of credit (the "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 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 as follows: Section 1. Amended and Restated Lease Agreement. The Lease Agreement, substantially in the form and with such changes as were presented at this meeting (the Lease Agree- ment with such changes being the amended and restated Lease 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 Lease 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 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 Trust 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 3. Amended and Restated Sublease Agree- 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 day of July, 1987. ATTEST: Phil Batcheler County Administrator and Ex-Officio Clerk of the Board of Supervisors Deputy /%