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HomeMy WebLinkAboutMINUTES - 08051997 - C133 Contra Costa County Public Financing Authority E Contra FROM: Phil Batchelor, Executive Director Costa County DATE: July 30, 1997 w c'•. SUBJECT: REFUNDING OF CONTRA COSTA COUNTY 1991 CERTIFICATES OF PARTICIPATION SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS: 1. Adopt resolution approving forms of the documents and issuance of the Official Statement for refunding of the County 1991 Certificates of Participation. Resolution 97/371 2. Authorize the Chair of the Authority, the Executive Director and other appropriate officials to execute the documents for the refunding. FINANCIAL IMPACT: The refunding of the 1991 Certificates of Participation is proceeding forward as previously authorized by the Board of Supervisors. The savings associated with the decrease in interest rate from the old issue to the new refunding is expected to provide a minimum of five percent savings in debt service costs. The estimated net present value savings will amount to $1.5 to $2.0 million over the remaining term of the issue. The Authority will issue the new debt for the refunding secured by a lease from the County. There is no financial risk for the Authority. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON August 5. 1997 APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I 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 SUPERVISN THE DATE SHOWN. Auditor-Controller cc Treasurer-Tax Collector ATTESTED County Counsel PHIL B TC ELOR,CLERK OF THE BOARD OF Orrick, Herrigton & Sutcliffe SUPERVISOR NO COUNTY ADMINISTRATOR C. M. DeCrinis & Co. M382 (10!88) BY ,DEPUTY BACKGROUND: The Board of Supervisors previously authorized the refunding of the 1991 Certificates of Participation and directed the County Administrator to proceed with the necessary arrangements to complete the issue. Underwriters were selected on a competitive basis and the Bond Counsel has prepared the necessary documents for sale of the issue. The issue is being sold using the County Public Financing Authority as the issuing agency as recommended by the Bond Counsel. The issue will be insured by the same bond insurance company that provided insurance on the original issue, (AMBAC). The bond insurance will allow for a rating of AAA for the issue, although ratings will also be obtained from Moody's and Standard and Poor's Company to assure a more favorable acceptance in the market. The documents have been prepared for the issue and are on file with the Clerk of the Board. A final report on the outcome of the sale of the issue will be given to the Board of Supervisors and the Authority after the closing in September. -2- i3 3 RESOLUTION NO. L OF THE BOARD OF DIRECT RS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCE AUTHORITY RESOLUTION APPROVING FORMS OF AND EXECUTION OF A SITE LEASE (CAPITAL PROJECTS PROGRAM), A FACILITY LEASE (CAPITAL PROJECTS PROGRAM), A TRUST AGREEMENT, AN ASSIGNMENT AGREEMENT WITH ABAG FINANCE CORPORATION, AN ASSIGNMENT AGREEMENT WITH THE TRUSTEE AND A CONTRACT OF PURCHASE; APPROVING EXECUTION AND DELIVERY OF CERTIFICATES OF PARTICIPATION (CAPITAL PROJECTS PROGRAM), SERIES OF 1997; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, $23,980,000 aggregate principal amount of certificates of participation (the "Prior Certificates") were executed and delivered pursuant to a Trust Agreement, dated as of February 1, 1991, by and among the County of Contra Costa (the "County"), ABAG Finance Corporation (the "Corporation") and First Trust of California, National Association, as successor trustee (the "Prior Trustee"), for the purpose of financing the acquisition and renovation of certain buildings for use by the County (the "1991 Project"); WHEREAS, pursuant to a site and facility lease, dated as of February 1, 1991 (the "Prior Site Lease"), between the County and the Corporation, the County leased real property (the "1991 Demised Premises") on which the 1991 Project was located to the Corporation; WHEREAS, pursuant to a lease agreement, dated as of February 1, 1991 (the "Prior Facility Lease"), between the Corporation and the County, the Corporation leased the 1991 Demised Premises and the 1991 Project to the County; 3F2-71590.3 WHEREAS, pursuant to an assignment agreement, dated as of February 1, 1991, between the Corporation and the Prior Trustee, the lease payments to be made by the County under the Prior Facility Lease (the "Prior Base Rental") were assigned to the Prior Trustee to pay the principal and interest represented by the Prior Certificates; WHEREAS, the County of Contra Costa Financing Authority (the "Authority") has been created for the purpose, among others, of assisting in the financing of public capital improvements; WHEREAS, the Authority desires to assist the County in refinancing the Prior Certificates and in financing the acquisition and renovation of certain additional capital improvements by causing the execution and delivery of Certificates of Participation (Capital Projects Program), Series of 1997 (the "1997 Certificates"); WHEREAS, pursuant to the Letter of Instructions to the Prior Trustee, dated as of August 1, 1997, certain proceeds of the 1997 Certificates will be deposited into an escrow fund (the "Escrow Fund") and irrevocably pledged to repay the Prior Base Rental and the Prior Certificates; WHEREAS, as consideration for such deposit in the Escrow Fund, the Corporation and Prior Trustee will assign all of their rights, title and interest in the Prior Site Lease and Prior Facility Lease (other than the right, title and,interest in the Prior Base Rental to be paid from the Escrow Fund) to the Authority; WHEREAS, the Authority and County desire to continue to lease the 1991 Demised Premises, together with certain additional real property described in Exhibit A - Part II thereto (collectively, the "Demised Premises") pursuant to the terms of the Site Lease (Capital Projects Program) (the "Site Lease"), which amends and restates in its entirety the SF M590.3 2 Prior Site Lease, and to continue to lease the Demised Premises and the 1991 Project, together with certain additional facilities described in Exhibit B - Part II hereto (collectively, the "Project Phase I") pursuant to the terms of the Facility Lease .(Capital Projects Program) (the "Facility Lease"), which amends and restates in its entirety the Prior Facility Lease; WHEREAS, under the Facility Lease, the County will be obligated to make base rental payments to the Authority for the lease of the Project Phase I, WHEREAS, all rights to receive such base rental payments will be assigned without recourse by the Authority to First Trust of California, National Association (the "Trustee"), as trustee pursuant to an agreement, entitled "Trust Agreement" (the "Trust Agreement"); and WHEREAS, this Board of Directors hereby determines that it would be in the best interest of the County for the Authority and the County to enter into an agreement entitled "Contract of Purchase" (the "Purchase Contract"), pursuant to which PaineWebber Incorporated and Morgan Stanley & Co. Incorporated (the "Underwriters") will purchase the 1997 Certificates; WHEREAS, this Board has been presented with the form of each document referred to relating to the 1997 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; and WHEREAS, the Authority 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; sF2-77590.3 3 NOW, THEREFORE, BE rr RESOLVED by the Board of Directors of the County of Contra Costa--Public Finance Authority,-as.follows: ec 'on 1. The form of Site Lease, on.file with the Secretary of the Board of Directors, is-hereby approved and the Chair of the Board of Directors and the Secretary of the Board of Directors or their designees 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; provided, however, that the term of the Site Lease (including any extensions), shall not exceed December 31, 2031. Section 2. The form of Facility Lease, on file with the Secretary of the Board of Directors, is hereby approved and the Chair of the Board of Directors and the Secretary of the Board of Directors or their designees 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 term of the Facility Lease (including any extensions) shall not exceed December 31, 2031. Section 3. The form of Trust Agreement by and among First Trust of California, National Association, as trustee, the Authority and the County, on file with the Secretary of the Board of Directors, is hereby approved. The Chair of the Board of Directors and the Secretary of the Board of Directors or their designees 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 SF2-77590.3 4 1 to be made to such Trust Agreement are such changes as are necessary in the event the Executive Director or-his designee, 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 1997 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 Assignment Agreement, by and among the Authority, the trustee for the Prior Certificates and ABAG Finance Corporation, on file with the Secretary of the Board of Directors, is hereby approved. The Chair of the Board of Directors and the Secretary of the Board of Directors or their designees are hereby authorized and directed to execute and deliver the Assignment 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 5. The form of Assignment Agreement, by and between the Authority and the Trustee, on file with the Secretary of the Board of Directors, is hereby approved. The Chair of the Board of Directors and the Secretary of the Board of Directors or their designees are hereby authorized and directed to execute and deliver the Assignment 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 Contract by and among the Underwriters, the County and the Authority on file with the Secretary of the Board of Directors, is hereby approved. The Executive Director or his designee is hereby authorized and directed to sin-M90.3 5 il 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 $40,000,000 aggregate principal'amount of 1997 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 1997 Certificates less an underwriting discount of not exceeding .411% of the principal amount of 1997 Certificates (exclusive of any original issue discount or premium). Section 7. The execution and delivery, pursuant to the Trust Agreement, of not to exceed $40,000,000 aggregate principal amount of the County of Contra Costa, California, Certificates of Participation (Capital Projects Program), Series of 1997, 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 1997 Certificates to the Underwriters pursuant to the terms and conditions of the Purchase Contract is hereby approved. Section 8. The officers of the Authority 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 Chair of the Board of Directors, the Secretary of the Board of Directors, the Executive Director of the Authority or their designees and the officers of the Authority be and they are hereby authorized and directed to execute and deliver any and all certificates and representations, signature 3F2-77590.3 6 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 1997 Certificates, necessary and desirable to accomplish the transactions set forth above. Section 9. All actions heretofore taken by the officers and agents of the Authority with respect to the sale, execution and delivery of the 1997 Certificates are hereby approved and confirmed. SF M590.3 7 J Section 10. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 5th day of August, 1997. Chair of the Board of Directors Secretary of the Board of Directors SF M590.3 8