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HomeMy WebLinkAboutRESOLUTIONS - 06141988 - 88-338 .. , • .- -,CCP-22a 3616S a , RESOLUTION NO. ?113 3 a OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING FORMS OF AN AMENDED AND RESTATED SITE LEASE, AN AMENDED AND RESTATED FACILITY LEASE, AN ASSIGNMENT AGREEMENT, A TRUST AGREEMENT, AN AGREEMENT AMENDING DEEDS OF GIFT AND A CERTIFICATE PURCHASE AGREEMENT, APPROVING ISSUANCE OF 1988 CERTIFICATES OF PARTICIPATION FOR CONSOLIDATED CAPITAL PROJECTS, EQUIPMENT ACQUISITION PROGRAM AND COUNTYWIDE INTEGRATED TELECOMMUNICATIONS NETWORK, APPROVING SALE OF SAID CERTIFICATES OF PARTICIPATION, AUTHORIZING PREPARATION OF OFFICIAL STATEMENT DESCRIBING SAID CERTIFICATES, APPROVING ASSIGNMENT OF A PORTION OF A LEGAL SERVICES CONTRACT AND AUTHORIZING EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation . (herein called the "Corporation") , has been incorporated by a group of public spirited citizens of the County of Contra Costa (herein called the "County" ) for the specific and primary purpose of providing financial assistance to the County of Contra Costa by financing the acquisition, 3616S construction, improvement and remodeling of public buildings and facilities; and 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, this Board of Supervisors by Resolution No. adopted February 23, 1988, determined it would be in the best interest of the County to enter into a certificate of participation financing for the refunding of certain outstanding bonds entitled "Contra Costa County Public Facilities Corporation 1983 Bonds, Series A" , and the refunding of certain outstanding 1984 Certificates of Participation for Capital Project I (610 Court Street and 30 Muir Road Office Buildings) , 1985 Certificates of Participation for Capital Project III (651 Pine Street and 1750 Oak Park Boulevard County Buildings) , 1986 Certificates of Participation for Capital Projects IV and V (Superior Court Annex and East County Social Service Building) , 1986 Certificates of Participation for Equipment Acquisition Program and Capital Project VI (Sheriff' s Building) , and 1987 Certificates of Participation for Countywide Integrated Telecommunications Network; and WHEREAS, the Corporation has previously executed and delivered to the County a deed, entitled "Deed of Gift (Project Phase I )" and dated as of May 1, 1982 (herein called 2 3616S the "1982 Deed of Gift") , which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No. 82-59390; and WHEREAS, the Corporation and the County have previously made and entered into an agreement, entitled "Agreement Amending Deed of Gift (Project Phase I ) " and dated as of April 1, 1984 (herein called the "1984 Agreement" ) , which agreement was recorded in the Office of the County Recorder of the County of Contra Costa on April 30, 1984 under Recorder' s Serial No. 84-58506; and WHEREAS, the Corporation has previously executed and delivered to the County a deed, entitled "Deed of Gift (Project Phase II ) " and dated as of April 1, 1983 (herein called the "1983 Deed of Gift" ) , which was recorded in the office of the County Recorder of the County of Contra Costa on April 19, 1983 under Recorder' s Serial No. 83-47970; and WHEREAS, the Corporation has previously executed and delivered to the County a deed, entitled "Deed of Gift (Capital Project V) " and dated as of June 1, 1986 (herein called the "1986 Deed of Gift" ) , which was recorded in the office of the County Recorder of the County of Contra Costa on June 26, 1986 under Recorder' s Serial No. 86-99487; and WHEREAS, the Corporation and the County have previously entered in a facility lease, entitled "Facility Lease (Project Phase II ) " and dated as of April 1, 1983 (herein called the "1983 Lease" ) , which was recorded in the 3 3616S office of the County Recorder of the County on April 19, 1983 under Recorder' s Serial No. 83-47971; WHEREAS, the Corporation and the County have previously entered in a facility lease, entitled "Amended and Restated Facility Lease (Project Phase I )" and dated as of April 1, 1984 (herein called the "1984 Lease" ) , which was recorded in the office of the County Recorder of the County on April 30, 1983 under Recorder' s Serial No. 84-58507; WHEREAS, the Corporation and the County have previously entered in a facility lease, entitled "Second Amended and Restated Facility Lease (Capital Project III )" and dated as of September 1, 1985 (herein called the "1985 Lease" ) , which was recorded in the office of the County Recorder of the County on September 30, 1985 under Recorder' s Serial No. 85-127180; WHEREAS, the Corporation and the County have previously entered in a facility lease, entitled "Facility Lease (Capital Projects IV and V) " and dated as of June 1, 1986 (herein called the "1986A Lease" ) , which was recorded in the office of the County Recorder of the County on June 26, 1986 under Recorder' s Serial No. 86-99488; WHEREAS, the Corporation and the County have previously entered in a facility lease, entitled "Facility Lease (Equipment Acquisition Program and Capital Project VI ) " and dated as of August 1, 1986 (herein called the "1986B Lease" ) , which was recorded in the office of the County 4 3616S Recorder of the County on August 26, 1986 under Recorder' s Serial No. 86-141135; WHEREAS, the Corporation and the County have previously entered in an agreement, entitled "Agreement Re Countywide Integrated Telecommunications Network" and dated as of October 1, 1987 (herein called the "1987 Agreement" ) ; WHEREAS, the County and the Corporation have previously entered in a site lease, entitled "Amended and Restate Site Lease (Capital Project III ) " and dated as of September 1, 1985 (herein called the "1985 Site Lease" ) , which was recorded in the office of the County Recorder of the County on September 18, 1985 under Recorder' s Serial No. 85-.127179; WHEREAS, the County and the Corporation have previously entered in a site lease, entitled "Site Lease (Capital Project IV) " and dated as of June 1, 1986 (herein called the "1986A Site Lease" ) , which was recorded in the office of the County Recorder of the County on June 26, 1985 under Recorder' s Serial No. 86-99486; WHEREAS, the County and the Corporation have previously entered in a site lease, entitled "Site Lease (Capital Project VI ) " and dated as of August 1, 1986, which was recorded in the office of the County Recorder of the County on June 26, 1985 under Recorder' s Serial No. 86-99486, and amended by the "First Amendment to Site Lease (Capital Project VI )" dated as of October 1, 1987, which was recorded ' 5 3616S in the office of the County Recorder of the County on December 31, 1987 under Recorder' s Serial Number 87-273454 (herein together called the "1986B Site Lease" ) ; WHEREAS, the Corporation and Bank of America National Trust and Savings Association, as trustee, have entered into an Indenture (herein called the "1983 Indenture" ) and dated as of April 1, 1983, which was recorded in the office of the County Recorder of the County on April 19, 1983 under Recorder' s Serial No. 83-47969; WHEREAS, pursuant to the Indenture, the Corporation has issued its Contra Costa County Public Facilities Corporation 1983 Bonds, Series A, in the original principal amount of $3,850, 000 (herein called the "1983 Bonds" ) for the purpose of financing the acquisition for the use of the County of the office buildings generally known as 630 Court Street, Martinez, California, 40 Muir Road, Martinez, California, and 2970 Willow Pass Road, Concord, California ( said office buildings being herein called "Project Phase II ) ; WHEREAS, the County, Bank of America National Trust and Savings Association, as trustee, and the Corporation have entered into an agreement, entitled "Trust Agreement" and dated as of April 1, 1984 (herein called the "1984 Trust Agreement) , which was disclosed in an Assignment Agreement recorded in the office of the County Recorder of the County on April 30, 1984 under Recorder' s Serial No. 84-58508; 6 3616S WHEREAS, pursuant to the 1984 Trust Agreement, the trustee thereunder executed and delivered 1984 Certificates of Participation for Capital Project I (610 Court Street and 30 Muir Road) , in the original principal amount of $4, 615,000 (herein called the "1984 Certificates" ) , in the base rentals payable by the County to the Corporation under the 1984 Facility Lease for the lease of the office buildings generally known as 610 Court Street, Martinez, California, and 30 Muir Road, Martinez, California ( said two office buildings being herein called "Capital Project I" ) ; WHEREAS, the County, Bank of America National Trust and Savings Association, as trustee, and the Corporation have entered into an agreement, entitled "Trust Agreement" and dated as of September 1, 1985 (herein called the "1985 Trust Agreement" ) , which was disclosed in an Assignment Agreement recorded in the office of the County Recorder of the County on September 18, 1985 under Recorder' s Serial No. 85-127181; WHEREAS, pursuant to the 1985 Trust Agreement, the trustee thereunder executed and delivered 1985 Certificates of Participation for Capital Project III (651 Pine Street and 1750 Oak Park Boulevard County Buildings) , in the original principal amount of $14, 990, 000 (herein called the "1985 Certificates" ) , in the base rentals payable by the County to the Corporation under the 1985 Facility Lease, for the lease of the office buildings generally known as the County Administration Building, 651 Pine Street, Martinez, 7 3616S California, and the County Office Building, 1750 Oak Park Boulevard, Pleasant Hill, California ( said two office buildings being herein called "Capital Project III" ) ; WHEREAS, the County, Bank of America National Trust and Savings Association, as trustee, and the Corporation have entered into an agreement, entitled "Trust Agreement" and dated as of June 1, 1986 (herein called the "1986A Trust Agreement) , which was disclosed in an Assignment Agreement recorded in the office of the County Recorder of the County on June 26, 1986 under Recorder' s Serial No. 86-99489; WHEREAS, pursuant to the 1986A Trust Agreement, the trustee thereunder executed and delivered 1986 Certificates of Participation for Capital Project IV and V (Superior Court Annex and East County Social Service Building) , in the original principal amount of $22, 000;000 (herein called the "1986A Certificates" ) , in the base rentals payable by the County to the Corporation under the 1986A Facility Lease for the lease of the office buildings generally known as the Superior Court Annex, 1020 Ward Street, Martinez, California (herein called "Capital Project IV" ) , and the East County Social Service Building, located on Delta Fair Boulevard near Belle Drive, Antioch, California (herein called "Capital Project V" ) ; WHEREAS, the County, Bank of America National Trust and Savings Association, as trustee, and the Corporation have entered into an agreement, entitled "Trust Agreement" and 8 3616S dated as of August 1, 1986 (herein called the "1986B Trust Agreement) , which was disclosed in an Assignment Agreement recorded in the office of the County Recorder of the County on August 28, 1986 under Recorder' s Serial No. 86-141136; WHEREAS, pursuant to the 1986B Trust Agreement, the trustee thereunder executed and delivered 1986 Certificates of Participation for Equipment Acquisition Program and Capital Project IV, in the original principal amount of $18, 030, 000 (herein called the "1986B Certificates" ) , in the base rentals payable by the County to the Corporation under the 1986B Facility Lease for the acquisition of equipment and personal property specified in the 1986B Facility Lease (herein called the "Equipment" ) , and the acquisition and construction of a building generally known as the Sheriff' s Building, to be located on Muir Road near the intersection of Glacier Drive, Martinez, California (herein called "Capital Project VI" ) ; WHEREAS, the County, Wall Street Trust Company California, as trustee, and the Corporation have entered into an agreement, entitled "Trust Agreement" and dated as of August 1, 1987 (herein called the "1987 Trust Agreement) ; WHEREAS, pursuant to the 1987 Trust Agreement, the trustee thereunder executed and delivered 1987 Certificates of Participation for Countywide Integrated Telecommunications Network, in the original principal amount of $8, 000, 000 (herein called the "1987 Certificates" ) ,. in the base installments payable by the County to the Corporation under 9 3616S the 1987 Agreement for the provision of a Countywide Integrated Telecommunications Network (herein called the "Service" ) ; WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County for the Corporation and the County to enter into an agreement, entitled "Agreement Amending Deeds of Gift (Project Phase II , Capital Project I and Capital Project V) " and dated as of July 1, 1988 (herein called the "Facility Lease" ) , which would amend the 1984 Agreement, the 1983 Deed of Gift and the 1986 Deed of Gift; WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County for the Corporation and the County to enter into an agreement, entitled "Amended and Restated Site Lease (Capital Project III , Capital Project IV and Capital Project VI ) " and dated as of June 1, 1988 (herein called the "Site Lease" ) , which would amend the 1985 Site Lease, the 1986A Site Lease, and the 1986B Site Lease, and would restate the 1985 Site Lease, the 1986A Site Lease, and the 1986B Site Lease as amended; WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County for the Corporation and the County to enter into an agreement, entitled "Amended and Restated Facility Lease (Consolidated Capital Projects and Equipment 10 3616S Acquisition Program) and Agreement Re Countywide Integrated Telecommunications Network" and dated as of July 1, 1988 (herein called the "Facility Lease" ) , which would amend the 1983 Lease, the 1984 Lease, the 1985 Lease, the 1986A Lease, the 1986B Lease and the 1987 Agreement and would restate the 1983 Lease, the 1984 Lease, the 1985 Lease, the 1986A Lease, the 1986B Lease and the 1987 Agreement as amended; and WHEREAS, under the Facility Lease, the County would be obligated to make payments to the Corporation for the lease of Project Phase II , Capital Project I , Capital Project III , Capital Project IV, Capital Project V and Capital Project VI (herein called the "Consolidated Capital Projects" ) and the Equipment and to obtain the use of the Service; WHEREAS, it is proposed that all rights to receive such payments (together with the additional rental payments provided for in the Facility Lease) will be assigned without recourse by the Corporation to a trustee pursuant to an agreement, entitled "Assignment Agreement" and dated as of July 1, 1988; WHEREAS, it is further proposed that the Corporation, the County and Bank of America National Trust and Savings Association, as trustee, enter into an agreement, entitled "Trust Agreement" and dated as of July 1, 1988 (herein called the "Trust Agreement" ) , pursuant to which said trustee will execute and deliver certificates of participation (herein called the "1988 Certificates" ) in an amount equal to 11 3616S the aggregate principal components of such payments, each evidencing and representing a fractional undivided interest in such payments, and will use the proceeds, together with other moneys available to the Corporation, to defease the 1983 Bonds, the 1984 Certificates, the 1985 Certificates, the 1986A Certificates, the 1986B Certificates and the 1987 Certificates; WHEREAS, Bank of America National Trust and Savings Association, as purchaser, has submitted to the County and the Corporation an agreement (herein called the "Certificate Purchase Agreement" ) to purchase the Certificates of Participation; 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 WHEREAS, this Board has been presented with the form of each document hereinafter referred to, relating to the defeasance of such bonds and certificates, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; 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 contained are true and correct and this Board of Supervisors so finds. 12 3616S r ' Section 2. This Board of Supervisors hereby finds and determines that it is in the public interest, convenience and welfare and for the common benefit of the inhabitants of the County that the County continue to lease the Equipment and the Consolidated Capital Projects and to obtain the use of the Service from the Corporation and that the Corporation defease the 1983 Bonds, the 1984 Certificates, the 1985 Certificates, the 1986A Certificates, the 1986B Certificates and the 1987 Certificates to reduce the payments to be made by the County for the Equipment, the Consolidated Capital Projects and the use of the Service and to provide other benefits to the County, and the County Administrator or his designee is hereby authorized to request the Corporation to take all necessary action to accomplish the defeasance of the 1983 Bonds, the 1984 Certificates, the 1985 Certificates, the 1986A Certificates, the 1986B Certificates and the 1987 Certificates. Section 3 . The form of Agreement Amending Deeds of Gift (Project Phase II , Capital Project I and Capital Project V) , dated as of July 1, 1988, 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 Agreement Amending Deeds of Gift 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. 13 3616S Section 4. The form of Amended and Restated Site Lease (Capital Project III , Capital Project IV and Capital Project VI ) between the County and the Corporation, dated as of July 1, 1988, 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 5 . The form of Amended and Restated Facility Lease (Consolidated Capital Projects and Equipment Acquisition Program) and Agreement Re Countywide Integrated Telecommunications Network, dated as of July 1, 1988, 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 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 6. The form of Trust Agreement by and among Bank of America National Trust and Savings Association, as trustee, the Corporation and the County, dated as of July 1, 1988, on file with the Clerk of the Board of Supervisors, is hereby approved. The Chairman of the Board of Supervisors and 14 3616S the 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. Section 7. The form of Certificates of Participation Purchase Contract by and among Bank of America National Trust and Savings Association (herein called the "Underwriter" ) , the County, and the Corporation for the Certificates, on file with the Clerk of the Board of Supervisors, is hereby approved. The County Administrator or his designee is hereby authorized and directed to negotiate with the Underwriter a net interest cost of not to exceed 8-1/4% per annum and a purchase price of not less than 98% of the principal amount represented thereby. If such net interest cost and price are acceptable to the County Administrator or his designee, the County Administrator is hereby authorized and directed to execute and deliver the Purchase Contract for the 1988 Certificates in substantially such form, authorizing the sale of not to exceed $65, 000, 000 in aggregate principal amount of the Certificates to the Underwriter, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. The Underwriter is hereby authorized to prepare an Official Statement describing the 1988 15 36165 Certificates. The Chairman of the Board of Supervisors of the County is hereby authorized and directed, at the time of the delivery of the 1988 Certificates, for and in the name and on behalf of the County, to execute a final Official Statement in substantially the form of the Official Statement prepared by the Underwriter, with such additions thereto or changes therein as the County Counsel ' s Office or Orrick, Herrington & Sutcliffe may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9 . The Underwriter is hereby authorized to distribute copies of the Official Statement to persons purchasing the 1988 Certificates and other interested parties. Section 10. The assignment by the County to the Corporation of the portion of the contract for the performing of legal services between Orrick, Herrington & Sutcliffe and the County, dated March 9, 1982, relating to the 1988 Certificates (the Corporation assuming the obligation to make payments due and to be due under such portion of the contract) , be and they are hereby approved. The Chairman and the Clerk of the Board of Supervisors are authorized and directed to execute appropriate documents evidencing such assignment. Section 11 . The County Administrator of the County is hereby authorized and directed to determine on the date of execution and delivery of the Purchase Contract the principal and interest components of the base payments to be set forth 16 3616S in Exhibit C of the Facility Lease, not to exceed in the aggregate annual base rental payments of $7, 900, 000. Such determination of the amounts of the base rental payments shall be subject to ratification by this Board prior to the execution and delivery of the 1988 Certificates. Section 12 . The execution and delivery of not to exceed $65, 000, 000 aggregate principal amount of the 1988 Certificates, 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. Section 13 . 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, including signature certificates, no-litigation certificates, arbitrage bond certificates and certificates concerning the contents of the Official Statement 17 36165 distributed in connection with the sale of the 1988 Certificates, necessary and desirable to accomplish the transactions set forth above. Section 14. All actions heretofore taken by the officers and agents of the County with respect to the sale, execution and delivery of the 1988 Certificates are hereby approved, confirmed and ratified. Section 15 . This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 14th day of June, 1988. C irman of the Board of Supervisors County of Contra Costa, California [ Seal ] ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator BY���� Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California 18 3616S-040511-000049-028 06/03/88