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HomeMy WebLinkAboutMINUTES - 06151993 - 1.69 Contra TO: BOARD OF SUPERVISORS Costa FROM: Harvey E. Bragdon County Director of Community Development r� c JNA DATE: June 15, 1993 SUBJECT: Assessment District Refunding SPECIFIC REQUEST(S) OR RECOMMENDATIONS (S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS AS THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY take the following actions relative to refunding prior bonds for Assessment District 1984-2 (East Bates Avenue) , 1986-1 (Hidden Pond Road) , 1986-2 (San Ramon Valley at Crow Canyon) , and 1990-1 (Rancho Paraiso) . 1. ADOPT a Resolution authorizing purchase of County Refunding Bonds and the issuance of Authority Refunding Bonds; and 2 . ADOPT a Resolution authorizing a Preliminary Official Statement and Official Statement for 1993 Authority Revenue Bonds. FISCAL IMPACT None. County costs incurred in the issuance will be covered by bond proceeds. On-going administrative costs are provided for in the annual assessments. CONTINUED ON.ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR REC7 tNDATION OF BOARD CO ITTEE APPROVE OTHER SIGNATURE(S) :. ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS X I HEREBY CERTIFY THAT THIS IS A /\ UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Jim Kennedy 646-4076 cc: Community Development Public Works ATTESTED 115" y� Auditor-Controller PHI BATCHELOR, CLERK OF County Administrator THE OARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR Treasurer-Tax Collector Assessor Sturgis Ness Brunsell & Assaf BY , DEPUTY Liberty Public Financial Advisors Nystrom Engineering SRA9/jb/adrefund.bos BACKGROUND/REASONS FOR RECOMMENDATIONS The County has previously issued the following Assessment Bonds: 1. 1984-2 (East Bates Avenue) ; 2 . 1986-1 (Hidden Pond) ; 3 . 1986-2 (San Ramon Valley Blvd. at Crow Canyon Road) 4 . 1990-1 (Rancho Paraiso) Due to recent declines in interest rates, these bonds may be refunded to realize net savings that will lower borrowing costs. The proposed refunding has been reviewed by the Assessment District Screening Committee and have been found to meet the Committee's and County's minimum standards for savings under interest rate assumptions currently achievable in the bond market. The County can achieve significant economies of scale by combining the bonds to be refunded into one pool for purposes of issuing refunding bonds. Economies of scale accrue by realizing issuance efficiencies, and administrative efficiencies. Enhanced security is also achieved by pooling the reserve fund involving a broader base of properties. The legal authority that permits the County to pool these prior bonds for refunding purposes is ,the Marks-Roos Local Bond Pooling Act of 1985 (Government Code Section 6584 et seq. ) . under the Marks-Roos format, bonds are issued by a joint exercise of powers authority. In 1992 the County and its Redevelopment Agency created the County of Contra Costa Public Financing Authority to issue its pooled Redevelopment Tax Increment Bonds. The legal structure of the County of Contra Costa Public Financing Authority was set forth contemplating its use for other Marks-Roos bond issues, such as this Assessment District Refunding Bonds. RESOLUTION NO. 93/344 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY AUTHORIZING PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT FOR 1993 AUTHORITY REVENUE BONDS The Board of Directors of the County of Contra Costa Public Financing Authority resolves: As a part of the proceedings for the 1993 Authority Revenue Bonds, this Board hereby authorizes the preparation of a Preliminary Official Statement and Official Statement for the sale of revenue bonds. The Board of Directors hereby authorizes any Authorized Officer of the Authority to approve and to execute the Preliminary Official Statement and an Official Statement derived substantially from the Preliminary Official Statement. Distribution of the Preliminary Official Statement and the Official Statement is hereby authorized in connection with the distribution and sale of the revenue bonds. PASSED, APPROVED AND ADOPTED this 15th day of June, 1993 by the following vote: AYES: Supervisors Powers, Smith, Bishop, McPeak and Torlakson NOES: None ABSENT: None ABSTAIN: None By: f1 Irn1wK Chair, County of Contra Costa Public Financing Authority ATTEST: Phil Batchelor, Authority Secretary By: l V RESOLUTION NO. 93/344 C(DPY / C7 RESOLUTION NO. 93/343 A RESOLUTION OF THE; BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY AUTHORIZING PURCHASE OF COUNTY REFUNDING BONDS AND ISSUANCE OF AUTHORITY REVENUE BONDS The Board of Directors of the County of Contra Costa Public Financing Authority resolves: Section 1. Recitals. 'The Board of Supervisors of the County of Contra Costa has heretofore levied reassessments and authorized the issuance of refunding bonds (the 'Refunding Bonds") in the following four reassessment districts: Reassessment District No. 1.993-1, East Bates Avenue Reassessment District No. 1993-2, Hidden Pond Road Reassessment District No. 1993-3, San Ramon Valley Blvd. at Crow Canyon Rd. Reassessment District No. 1993-4, Rancho Paraiso The Board of Supervisors has further ordered the sale of the Refunding Bonds to this Authority pursuant to a trust agreement (the "Trust Agreement") among the County of Contra Costa, this Authority and Bank of America National Trust and Savings Association, as Trustee (the "Trustee"). Section 2. Approval of Trust Agreement. The form of Trust Agreement attached hereto as Exhibit A is hereby approved in substance. Any Authorized Officer of the Authority (i.e., the Chair, Executive Director, Assistant Executive Director, Deputy Executive Director, or 'Treasurer), upon the recommendation of Bond Counsel, is authorized to approve changes and completions in the Trust Agreement before closing of the transaction for the sale of 1993 Authority Revenue Bonds as herein provided, and to execute the Trust Agreement on behalf of the Authority. Section_3. Purchase of Refunding Bonds. The Board of Directors hereby orders the purchase by the Authority of the Refunding Bonds and the assignment of the Refunding Bonds to the Trustee in accordance with the provisions of the Trust Agreement. In consideration of the purchase of the Refunding Bonds, the Authority will issue the 1993 Authority Revenue Bonds as herein provided and will disburse the proceeds thereof as provided in the Trust Agreement. Section 4. Issuance of Revenue Bonds. The Board of Directors hereby authorizes the issuance of its 1.993 Authority Revenue Bonds in the amount of $11,589,371.00. The Revenue Bonds shall be in the form specified in the Trust Agreement and shall be issued by the Authority and authenticated, delivered and subsequently administered by the 'Trustee. Payment of principal of, and interest on, the Revenue Bonds shall be made from payments to be made to the Trustee of principal and interest for the Refunding Bonds, all as set forth in the Trust Agreement. The Refunding Bonds are hereby pledged as security for the payment of the Revenue Bonds and shall be held in safekeeping and in trust by the Trustee until the Revenue Bonds are paid in full. Section 5. Sale of Revenue Bonds. The Treasurer of the Authority or other Authorized Officer is hereby authorized to sell the 1993 Authority Revenue Bonds in accordance with the Notice of Sale attached hereto as Exhibit A and by reference incorporated herein. The "Treasurer of the Authority is hereby authorized to receive proposals for the purchase of the 1993 Authority Revenue Bonds, to approve the maturity schedule and interest rates thereof and to execute a purchase contract with a bond underwriter on behalf of the Authority. PASSED, APPROVED AND ADOPTED this 15th day of June, 1993 by the following vote: AYES: Suprervisors Powers, Smith, Bishop, McPeak and Torlakson NOES: None ABSENT: None ABSTAIN: None � --� By: ,\/ 1 l�I t Chair, County of Contra Costa Public Financing Authority ATTEST: Phil Batchelor, Authority Secretary By: a RESOLUTION NO. 93/343 $11,589,371 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORTI'Y 1993 REVENUE BONDS PURCHASE CONTRACT June , 1993 Chair, County of Contra Costa Public Financing Authority County of Contra Costa Administration Building Martinez, California 94553 Dear Members of the Authority: Miller & Schroeder Financial, Inc. and Henderson Capital Partners, Inc. (the "Underwriters"), acting not as fiduciary or agent for you, but on behalf of themselves, offer to enter into this Purchase Contract with the County of Contra Costa Public Financ�'ng Authority (the "Authority"),which upon acceptance will be binding upon the Authority and upon the Underwriters. 71ds offer is made subject to the .Authority's acceptance by the execution of this Purchase Contract and its delivery to the Underwriters at or before 11:59 p.m.: local time, on the date set forth herein above, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. 1. PurF rAe, We and Delivery of the Bonds. (a) Subject to the terms and conditions and in relianceupon the representation,warranties and agreements herein set forth, the Underwriters hereby agree to purchase from the Authority, and the Authority hereby agrees to sell to the Underwriters, all (but not less than all) of the County of Contra Costa Public Financing Authority, 1993 Revenue Bonds (the "Bonds"), in an aggregate principal amount not to exceed $11,589,371, dated as of July 1, 1993, bearing interest from said date (payable on March 2 and September 2 in each year commencing on March 2, 1994) at the rates per annum and maturing on the dates in the amounts set forth in Exhibit A hereto. 'The purchase price for the Bonds shall be 98.81218% ($137,661.25) of the principal amount hereof plus accrued interest, if any, on the Bonds from the date thereof through the Closing Date (hereinafter defined). The Bonds shall be substantially in the form described herein., shall be issued and secured under the provisions of and shall be payable and subject to redemption as provided in, a Resolution adopted by the Authority on June 15, 1993, (as amended from time to time, the "Resolution"), and the Prelmnnary Official Statement relating to the Bonds. EXHIBITA 1 (b) By its acceptance of this proposal, the Authority approves the Preliminary Official Statement and a final official statement relating to the Bonds (the "Official Statement"), which consists of the Preliminary Official Statement with such ch es as may be necessary to conform the same to the provisions hereof. The Authority here authorizes the Underwriters to use and distribute in connection with the offer and sale of the Bonds: the Preliminary Official Statement, the Official Statement, the Resolution, the Trust Agreement, this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the Authority to the Underwriters in connection with the transactions contemplated by this Purchase Contract. (c) Except as the Authority and the Underwriters may otherwise agree, the Authori.y will deliver to the Underwriters, at the offices of the trustee, Bank of America National Trust and Savings Association,San Francisco, California (the 'Trustee's, or at such other location as may be designated by the Underwriters, the documents hererinafter mentioned. The Bonds, in book-entry form (all Bonds being book-entry and a CUSIP numbers) will be delivered to the Depository Trust Company, New York, New York (the 'DTC), duly executed by the Authority in the manner provided for in the Resolution, at 9:00 am. local time, on July 1, 1993 (the "Closing Date"), and the Underwriters will accept such delivery and pay the purchase price of the Bonds as set forth in p b (a) of this section by a Federal funds wire payable in immediately available funds delivery.and payment being herein referred to as the "Closing"). The Bonds shall be in fill registered form and shall be registered in the name of Cede & Co., as Bondowner and nominee for DTC. 2. Conditions to the bli tions of the Underwrite The obligations of the Underwriters to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriters, to the accuracy m all material respects of the statements of the officers and other officials of the Authority, as well as of the other individuals referred to herein, made in any certificates or other documents furnished pursuant to the provision hereof; to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date; and to the following additional conditions: (a) At the Closing Date, the Resolution and, the Trust Agreement among the Authority, the County of Contra Costa and the Trustee (the "Trust Agreement"), and any other applicable agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters, and there shall have been taken in connection therewith,with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of Sturgis, Ness, Brunsell & Assad a professional corporation("Bond Counsel"),shall be necessary and appropriate; (b) At the Closing Date, the Official Statement shall be in form and substance satisfactory to the Underwriters; (c) At the Closing Date, taxes and assessments shall not be delinquent on any property within Reassessment District 1993-1, East Bates Avenue; Reassessment District 1993-2, Hidden Pond Road; Reassessment District 1993-3, San Ramon Valley Blvd. at Crow Canyon Road; Reassessment District 1993-4, Rancho Paraiso; except as disclosed in the Official Statement; 2 (d) Between the date hereof and the Closing Date, them arke� t pprice or marketability of the Bonds (at the yields or initial offering prices set forth in F.a�hi'bit A) shall not have been materially adversely affected, in the judgment of the Underwriters and the Authority's Bond Counsel (evidenced by a written notice to the Authority terminating the obligation of the Underwriters to accept delivery of and pay for the Bonds), by reason of the introduction or enactment of any legislation or regulation of any governmental agency, the pendency of any litigation,war or other national calamity. (e) At or prior to the Closing Date, the Underwriters shall have received two counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriters; (i) The Official Statement, executed on behalf of the Authority by its'Treasurer, (ii) A transcript of all proceedings taken by the Authority relating to the authorization,issuance,sale and delivery of the Bonds; (iii) An unqualified opinion, dated the Cloning Date and addressed to the Authority of Bond Counsel to the effect that the Bonds are the valid, legal, binding obligations of the Authority and that the interest thereon is excluded from federal income taxes, is not a specific preference item for Purposes of the federal individual and corporate alternative minimum taxes, and is exempt from personal income taxes of the State of California as Prow in the Official Statement, together with an unqualified opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriters, to the effect that such opinion addressed to the Authority may be relied upon by the Underwriters to the same extent as if such opinion was addressed to it; (iv) Anopinion, dated the Closing Date and addressed to the Underwriters, of Bond Counsel to the effect that (1) this Purchase Contract has been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the Underwriters, constitutes a legal,valid and binding agreement of the Authority,enforceable in accordance with its terms,subject to bankruptcy,imolven and other laws affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought; (2) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exe t from qualification under the Trust Indenture Act of 1939, as amended) the Bonds and the Resolution conform as to form and tenor to the descriptions thereof contained in the Official Statement, and the statements contained in the Official Statement on the cover and under the captions "Introduction", "The Bonds", "Security for the Bonds", "Special Risk Factors", "Legal Matters", and "Tax Exem tion", insofar as such statements p m rt to summarize certain provisions of the Trust Agreement, the Bonds, the Resolution, and other applicable laws and agreements, present a fair and accurate summary of such provisions,and such summaries do not contain any untrue statements of a material fact or omit to state a material fact required to be stated in the Official Statement or necessary to make the statements made therein, in the light of the circumstances under which they are made, not misleading inmaterial respect; (4) the Resolution and the Bonds constitute legal, valicfand binding agreements of the Authority enforceable in accordance with their terms except as such enforceability may be limited 3 by bankruptcy. insolvency and other laws affecting the enforcement of creditors, rights in general and the application of equitable principles if equitable remedies are sought; (5) the Resolution creates a valid pledge of revenues and security interest in the proceeds of the Bonds and the interest thereon and the moneys in all funds and accounts established pursuant to the Trust Agreement, including the investments thereof; subject m all uses to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein; and (6)based upon .the information provided to such counsel in the course of their participation in the preparation of the Official Statement and (except as provided above) without having undertaken to determine independent)�++ the accuracy or completeness of the statements contained in the Mcial Statement, such counsel have no reason to believe that the Official Statement (except for the financial and statistical data included therein and assumptions with respect thereto, as to which no view need be expressed) as of the date of the Official Statement omitted,or as of the Closing Date omits, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,not misleading; (v) An opinion, dated the Closing Date, and addressed to the Underwriters, of the Attorney to the Authority, to the effect that (1) to his best knowledge no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board of body, is pending or threatened in any way affecting the existence of the Authority or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Trust Agreement, or in any way contesting or affecting the validity or enforceability of the Bonds, the Trust Agreement, the Resolution, this Purchase Contract, or any other applicable agreements or any action of the Authority contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers of the Authority or its authority with respect to the Bonds, the Trust Agreement, the Resolution, this Purchase Contract, or any otherplicable agreement, or any action on the part of the Authority contemplated�y any of said documents, or which challenges the exemption Of interest paid on the Bonds from California personal income taxation or the exclusion of interest on the Bonds from gross income for federal income tax purposes, nor to his knowledge is there any basis therefor; (2) the AutlPonty is duly organized and validly existing as a municipal corporation of the State of California under the constitution and laws thereof with full legal right, power and authority to issue the Bonds and to perform all of its o ligations under this Purchase Contract, the Bonds, the Trust Agreement, and all other applicable agreements; and (3) the Authority has duly and validly adopted the Resolution,and it is in full force and effect; (vi) Such additional legal opinions, certificates (including a non- arbitrage certificate), instruments and other documents as the U erwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Official Statement and the due performance or satisfaction by the Authority at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Authority in 4 connection with the transactions contemplated hereby and by the Resolution and the Official Statement. All the opinions, letters, certificates, instruments and other documents mentioned in this section or elsewhere in this Purchase Contract shall be deemed to be in compliance with the terms hereof if, and only if, they are in form and substance satisfactory to the Underwriters. If any of the conditions to the obligations of the Underwriters contained in this section or elsewhere in this Purchase Contract shall not have been satisfied when and as required herein,all obligations of the Underwriters hereunder may be terminated by the Underwriters at, or at any time prior to, the Closing Date by written notice to the Authority. 3. Fac�ae�s . (a) Whether or not the Underwriters accept delivery of and ppay.for the Bonds as set forth herein,they shall be under no obli$adon to pay, and the Authority shall pay or cause to be paid (out of proceeds of the Bonds or any other legally available funds of the Authority) all expenses incident to the performance of the Authority's obligations hereunder, including but not limited to the cost of printing and delivering the Bonds to DTC; the fees and disbursements of Bond Counse4 accountants, engineers, appraisers, economic consultants and any other experts or consultants retained by the Authority in connection with the Bonds and any other expenses not specifically enumerated in paragraph (b) of this section incurred in connection with the issuance of the Bonds. (b) Whether or not the Bonds are delivered to the Underwriters as set forth herein, the Authority shall be under no obligation to pay, and the Underwriters shall pay, all expenses paid or incurred to qualify the Bonds for sale under any "blue sky" laws; and all other expenses paid 3d or incurred by the Underwriters in connection with its offering and distn`bution of the l3onds not specifically enumerated in paragraph (a) of this section, including the fees and disbursements of its counsel. 4. Nq -I Any notice or other communication to be given to the Authority under this Purchase Contract may be given by delivering the same in writing to the Administrator of the Authority at the address set forth herein above; and any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writhm to Miller& Schroeder Financial, Inc, 5994 W. Las Positas Blvd., Suite 205, Pleasantoornia 94588, Attention. Emily E. Wagner, Vice President and Henderson Capital Partners, Inc., 330 Second Street, 3rd Floor, Oakland, California 94607,Attention: 1G+Iimi Henderson Queno,President. 5. Parties in Int eres_t. This Purchase Contract is made solely for the benefit of the Authority and the Underwriters (including successors or assignees) and no other person. 6. c,.,yhw f ltep septations and Warranties. The representations and warranties of the Authority, set forth in or made pursuant to this Purchase Contract, shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Contract and regardless of any investigations made by or on behalf of the Underwriters (or statements as to the results of such investigations) concerning such representations and statements of the Authority and regardless of delivery of and payment for the Bonds. 5 7. Offering by Undawritgu. It is understood that the Underwriters propose to offer the Bonds for sale to the public (which may include selected dealers) as set forth in the Official Statement. Concessions from the public offering price may be allowed to selected dealers. It is understood that the initial public offering rice and concessions set forth in the (Ficial Statement may vary after the initial public offering. It is further understood that the Bonds may be offered to the public at prices other than the par value thereof. The Authority hereby confirms the authority and use by the Underwriters of the Official Statement. 8. Mfg. Time shall be of the essence of this Agreement. 9. This Agreement may be executed in any number of counterparts. 10 Effective. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance. Very truly yours, MH:LER& SCHROEDER FINANCIAL,INC. By Emily K Wagner Vice-President HENDERSON CAPITAL PARTNERS,INC. By Henderson Queno, President ACCEPTED: COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY 6 EIHHIBTT A MATURITY SCHEDULE DATE PRINCIPAL AMOUNT COUPON RATE YIELD 1994 $344,371 1995 495,000 1996 515,000 1997 5500000 1998 590,000 1999 620,000 2000 680,000 2001 720,000 2002 415,000 2003 455,000 2004 490,000 2005 505,000 2006 560,000 2007 345,000 2008 370;000 2009 415,000 2010 365,000 2011 395,000 2012 450,000 2013 500,000 2014 545,000 2015 605,000 2016 660,000 7