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HomeMy WebLinkAboutRESOLUTIONS - 03051996 - 96-84 DRAFT e 2/26/96 RESOLUTION NO. 9 6/8 4 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING FORMS OF AND EXECUTION OF A FIRST AMENDMENT TO FACILITY LEASE (MERRITHEW MEMORIAL HOSPITAL REPLACEMENT PROJECT), A FIRST SUPPLEMENTAL TRUST AGREEMENT, A LETTER OF INSTRUCTIONS, A CONTRACT OF PURCHASE AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION (MERRITHEW MEMORIAL HOSPITAL REPLACEMENT PROJECT), REFUNDING SERIES OF 1996; APPROVING FORM OF AND DISTRIBUTION OF OFFICIAL STATEMENT FOR SAID CERTIFICATES OF PARTICIPATION; ELECTING TO GUARANTEE RENTAL PAYMENTS WITH MOTOR VEHICLE LICENSE FEES; 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 proceed with a certificate of participation financing for the refunding of outstanding Certificates of Participation (Merrithew Memorial Hospital Replacement Project), Series of 1992 (herein called the."1992 Certificates"), 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"); 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 for the specific and primary purpose of providing financial assistance to the County by financing and refinancing the acquisition, construction, improvement and remodeling of public buildings and facilities; SF2-55067.2 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 a "First Amendment to Facility Lease (Merrithew Memorial Hospital Replacment Project)", tentatively dated as of April 1, 1996 (herein called the "First Amendment to Facility Lease") with the Corporation; WHEREAS, under the First Amendment to Facility Lease, the County would be obligated to make base.rental payments to the Corporation for the lease of the Project; WHEREAS, Section 25350.55 of the California Government Code authorizes this Board to elect to guarantee rental payments to be made by the County pursuant to the Facility Lease; and 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 "First Amendment to Assignment Agreement", tentatively dated, as of April 1, 1996 (herein called the "First Amendment to Assignment Agreement"); WHEREAS, it is further proposed that the Corporation, the County and the Trustee enter into a supplemental trust agreement, tentatively dated as of April 1, 1996 (herein called the "First Supplemental Trust Agreement"), pursuant to which said trustee will execute and deliver certificates of participation (herein called the "1996 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 defease the 1992 Certificates; SF2-55067.2 2 . '• Com' j"� 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 "Contract of. Purchase" (herein called the "Purchase Contract"), pursuant to which Smith Barney Inc., BA Securities, Inc., and Bear, Stearns & Co. Inc. (herein called the "Underwriters") will purchase the 1996 Certificates; WHEREAS, a form of Continuing Disclosure Agreement (herein called the "Continuing Disclosure Agreement"), is on file with the Clerk of the Board of Supervisors; WHEREAS, a form of Official Statement describing the 1996 Certificates is on file with the Clerk of the Board of Supervisors; WHEREAS, this Board has been presented with the form of each document hereinafter referred to, relating to the 1996 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; 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 First Amendment to Facility Lease (Merrithew Memorial Hospital Replacement Project), tentatively dated as of April 1, 1996, on file with sF2-55067.2 3 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 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; provided, however, that the aggregate principal component of base rental payments payable under the First Amendment to Facility Lease shall not exceed $160,000,000, the maximum annual base rental payments payable under the First Amendment to Facility Lease shall not exceed $12,000,000, the term of the First Amendment to Facility Lease (including any extensions) shall not exceed November 1, 2032 and the true interest cost ("TIC") of the interest component of base rental payments payable under the First Amendment to Facility Lease shall not exceed 6%. Among the changes authorized to be made to such First Amendment to 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 1996 Certificates or other financing techniques as may be provided for in the Official Statement, or (ii) obtain municipal bond insurance. Section 3. The Board hereby elects, 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 of the County 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. SF2-55067.2 4 For purposes of effectuating the payment provisions pursuant to Government Code Section 25350.55, the Board hereby appoints the Trustee for the 1996 Certificates as trustee. Section 4. The form of First Supplemental Trust Agreement by and among U.S. Trust Company of California, N.A., as trustee, the Corporation and the County, tentatively dated as of April 1, 1996, 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 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. Among the changes authorized to be made to such First Supplemental 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 1996 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 1992 Certificates Letter of Instruction, by and among the Corporation, the County and the Trustee, tentatively dated as of April 1, 1996, 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 1992 Certificates Letter of Instruction 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. The Board hereby authorizes and approves a forward purchase agreement of securities in connection with the 1992 SF2-55067.2 5 Certificates Letter of Instructions. The Board hereby finds that such forward purchase agreement will reduce the amount and duration of interest rate risk"in connection with the investment of the escrow fund pursuant to the 1992 Certificates Letter of Instructions. Section 6. The form of Purchase Contract by and among Smith Barney Inc., BA Securities, Inc., Bear, Stearns & Co. Inc., the County and the Corporation, on file 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 Contract 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 $160,000,000 1996 Certificates to the Underwriters for the purchase price set forth in the Purchase Contract, said price to be not less than the principal amount represented by the 1996 Certificates less an underwriting discount of not exceeding .0399% (exclusive of any original issue discount or premium). Section 7. The form of Official Statement describing the 1996 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 and the Law Offices of Pamela S. Jue, Co-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 1996 Certificates and other interested parties. The distribution of the Preliminary Official Statement by the Underwriters is hereby SF2-55067.2 6 authorized and approved. The County Administrator is hereby authorized and directed to execute a certificate confirming that the Preliminary Official Statement has been "deemed final" by the County for purposes of Securities and Exchange Commission Rule 15c2-12. Section 9. The execution and delivery, pursuant to the First Supplemental Trust Agreement, of not to exceed $160,000,000 aggregate principal amount of the County of Contra Costa, California, Certificates of Participation (Merrithew Memorial Hospital Replacement Project), Refunding Series of 1996, evidencing and representing fractional undivided interests in the rights to receive base payments payable by the County pursuant to the First Amendment to 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 1996 Certificates to the Underwriters pursuant to the terms and conditions of the Purchase Contract is hereby approved. Section 10, The form of Continuing Disclosure Agreement by and between the County and the Trustee, on file with the Clerk of.the Board of Supervisors, is hereby approved. The County Administrator is hereby authorized and directed to execute and deliver the Continuing Disclosure 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. Section 11, 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, the Administrator of the SF2-55067.2 7 7 County, the Deputy Administrator of the County 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 representations to The Depository Trust Company and certificates concerning the contents of the Official Statement distributed in connection with the sale of the 1996 Certificates, necessary and desirable to accomplish the transactions set forth above. In addition, the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are hereby authorized to execute and deliver amendments to the Site Lease, dated as of May 1, 1992, by and between the Corporation and the County, in the event such amendments are necessary in order to accomplish the financing. Such amendments may include, but are not limited to, amendments necessary to extend the term of the Site Lease (including any extensions) to a date not to exceed November 1, 2032 and to amend the description of the Demised Premises for Project Phase I. Section 12. All actions heretofore taken by the officers and agents of the County with respect to the sale, execution and delivery of the 1996 Certificates are hereby approved and confirmed. SF2-55067:2 8 Section 13. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 5th day of March, 1996. C e Board of Supervisors ount of Contra Costa, California [Seal] ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator LO By Depu y Clerk of the Board of Supervisors of the County of Contra Costa, State of California SF2-55067.2 9 96/84