HomeMy WebLinkAbout10. (Handout) Revised proposed resolution Item 10.
C� (Handout)ENTRAL SAN
July 5, 2018
TO: HONORABLE BOARD OF DIRECTORS
VIA: ROGER S. BAILEY, GENERAL MANAGER
ANN SASAKI, DEPUTY GENERAL MANAGER
FROM: PHILIP R. LEIBER, DIRECTOR OF FINANCE AND ADMINISTRATION
SUBJECT: APPOINTMENT OF 2009 BOND REFINANCING TEAM — REVISED
PROPOSED RESOLUTION
After the agenda packet was distributed for this meeting, bond counsel at Jones Hall
provided a revised proposed resolution for appointment of the financing team and
approving related documents and actions. The changes were primarily the result of the
decision to proceed down the path of issuing revenue bonds rather than certificates of
participation to refinance the 2009 obligations.
Attached is a strikeout illustrating the changes from the proposed resolution included
with the agenda packet and the revised version. Also attached is a clean version of the
final proposed resolution with the changes saved.
Attached Sypportina Document(s):
1. Strikeout showing changes from earlier proposed resolution
2. Final Proposed Resolution
ATTACHMENT 1
RESOLUTION NO. 2018-=-- -
RESOLUTION OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT
APPOINTING FINANCING TEAM TO REFINANCE OUTSTANDING OBLIGATIONS
VIA NEGOTIATED SALE THEREOF,
AND APPROVING RELATED DOCUMENTS AND ACTIONS
WHEREAS, the Central Contra Costa Sanitary District (the "District") owns and
operates facilities and property for the collection, treatment, disposal and reuse of
wastewater within the service area of the District (the "Wastewater System"), and in
order to provide funds to finance and refinance improvements to the Wastewater
System, the District has previously entered into that certain Installment Sale Agreement,
dated as of November 1, 2009, with the Central Contra Costa Sanitary District Facilities
Financing Authority, a nonprofit public benefit corporation duly organized and existing
under the laws of the State of California (the "Authority"), under which the District is
obligated to pay installment payments, which, in turn, secure the repayment of the
$19,635,000 original principal amount of 2009 Wastewater Revenue Certificates of
Participation, Series A (Federally Taxable — Build America Bonds — Direct Payment)
(the "2009A Certificates") and the $34,490,000 original principal amount of 2009
Wastewater Revenue Certificates of Participation, Series B (the "2009B Certificates,"
and together with the 2009A Certificates, the "2009 Certificates"); and
WHEREAS, the Board of Directors of the District wishes at this time to appoint a
financing team to assist the District with the refinancing of one or both series of the
2009 Certificates via the execution and delivery of 2018 Wastewater Revenue
Refunding GeFtif Gates of naFtjGipatieR or ReveRwe Bonds, in one or more series (the
"QeFtif Gates or Revenue-Bonds"); and
WHEREAS, the Board of Directors wishes to authorize the enacut:^^ delivery and sale
of the GertifiGates-OF ReveRue Bends via the ne@9tiated sale thereof to appointment of
Piper Jaffray, & Company as underwriter (the "Underwriter")j and
be exeGuted, delivered an. sold, a,-,d 11,e pre!;—;RaFy 9#iGial statemeRt pursuant to
which ") for the Bonds, and in connection therewith authorize the negotiation of a sale of
the Bonds to the Underwriter will MaFket the GeFtifiGates or Revenue Bonds to p9tentia4
n„r^hasnrs f11
1here--94 pursuant to the terms of a Bond Purchase Agreement the form of
which shall be brought back to the Board of Directors for approval at a later meeting--
and
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra
Costa Sanitary District as follows:
Resolution No. 2018 -013
Central Contra Costa Sanitary District
Page 2
Section 1. Determination of Intention to Issue Bonds. The Board of Directors, with
the assistance of staff, has determined that due to current interest rate levels for tax-
exempt bonds, interest cost savings can be achieved by refunding all or a portion of the
2009 Certificates. Accordingly, the Board of Directors desires to proceed with utilizing
certain municipal finance professionals for the structuring of a refinancing and drafting
of documents related thereto as necessary for issuance of the Bonds. Issuance of the
Bonds, which may alternatively be certificates of participation, and approval to enter into
various documents related thereto shall be subject to final authorization at a future
meeting.
Section 2. Engagement of Professional Services. The Board of Directors hereby
approves the engagement of the law firm of Jones Hall, A Professional Law
Corporation, to act as special counsel and disclosure counsel to the District in
connection with the execution, delivery and sale of the Certificates or Revenue Bonds.
The Board of Directors hereby further approves the engagement of the firm of PFM
Financial Advisors LLC, to act as financial advisor to the District in connection with the
execution, delivery and sale of the Certificates or Revenue Bonds.
... ("UndeFwrite�') OR G9RReGfien with the sale of
e
Revenue ge-Rd.. - The Director of Finance and Administration is hereby
authorized and directed to execute an agreement with each of said firms on behalf of
the District.
Section 23. Negotiated Sale of Grtif"Gates aF Re_•^•' ue the Bonds. The-As a result
of a solicitation of proposals for underwriting services, the Board of Directors hereby
BeRdsapproves the engagement of Piper Jaffray & Co. to the UnderwriteFserve as
underwriter in connection with the ref„ sale of the 2099 GeOf'GatesBonds. The
General Manager and the Director of Finance and Administration (each, an "Authorized
Officer"), are each authorized and directed to negotiate a Ger+ifk;ate er Revenue-Bond
Purchase Contract with the Underwriter pursuant to which the District shall sell the
QeFtifiGates ^r Pieye M,^ Bonds to the Underwriter, the terms of such GeFtif'sate E4
R^ -Bond Purchase Agreement which are to be approved by the Board of
Directors at a later meeting.
Section 34. Official Actions. The General Manager, the Director of Finance and
Administration and all other officers of the Board of Directors and the District are each
authorized and directed in the name and on behalf of the District to execute and deliver
such additional documents that they or any of them might deem necessary or
appropriate in order to effectuate the purpose and intent of this Resolution. Whenever
in this Resolution any officer of the District is authorized to execute and deliver any
document or take any action, such execution, delivery or action may be taken on behalf
of such officer by any person designated by such officer to act on his or her behalf in the
case such officer is absent or unavailable.
Section 415. Effective Date. This Resolution shall take effect from and after the date of
its passage and adoption.
-2-
Resolution No. 2018-013
Central Contra Costa Sanitary District
Page 2
PASSED AND ADOPTED this 5th day of July 2018, by the Board of Directors of the
Central Contra Costa Sanitary District by the following vote:
AYES: Members:
NOES: Members:
ABSENT: Members
James A. Nejedly
President of the Board of Directors
Central Contra Costa Sanitary District
County of Contra Costa, State of California
COUNTERSIGNED:
Katie Young
Secretary of the District
Central Contra Costa Sanitary District
County of Contra Costa, State of California
Approved as to form:
Kenton L. Alm, Esq.
Counsel for the District
-3-
ATTACHMENT 2
RESOLUTION NO. 2018-013
RESOLUTION OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT
APPOINTING FINANCING TEAM TO REFINANCE OUTSTANDING OBLIGATIONS
VIA NEGOTIATED SALE THEREOF,
AND APPROVING RELATED DOCUMENTS AND ACTIONS
WHEREAS, the Central Contra Costa Sanitary District (the "District") owns and
operates facilities and property for the collection, treatment, disposal and reuse of
wastewater within the service area of the District (the "Wastewater System"), and in
order to provide funds to finance and refinance improvements to the Wastewater
System, the District has previously entered into that certain Installment Sale Agreement,
dated as of November 1, 2009, with the Central Contra Costa Sanitary District Facilities
Financing Authority, a nonprofit public benefit corporation duly organized and existing
under the laws of the State of California (the "Authority"), under which the District is
obligated to pay installment payments, which, in turn, secure the repayment of the
$19,635,000 original principal amount of 2009 Wastewater Revenue Certificates of
Participation, Series A (Federally Taxable — Build America Bonds — Direct Payment)
(the "2009A Certificates") and the $34,490,000 original principal amount of 2009
Wastewater Revenue Certificates of Participation, Series B (the "2009B Certificates,"
and together with the 2009A Certificates, the "2009 Certificates"); and
WHEREAS, the Board of Directors of the District wishes at this time to appoint a
financing team to assist the District with the refinancing of one or both series of the
2009 Certificates via the execution and delivery of 2018 Wastewater Revenue
Refunding Bonds, in one or more series (the "Bonds"); and
WHEREAS, the Board of Directors wishes to authorize the appointment of Piper Jaffray
& Company as underwriter (the "Underwriter") for the Bonds, and in connection
therewith authorize the negotiation of a sale of the Bonds to the Underwriter pursuant to
the terms of a Bond Purchase Agreement the form of which shall be brought back to the
Board of Directors for approval at a later meeting; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra
Costa Sanitary District as follows:
Section 1. Determination of Intention to Issue Bonds. The Board of Directors, with
the assistance of staff, has determined that due to current interest rate levels for tax-
exempt bonds, interest cost savings can be achieved by refunding all or a portion of the
2009 Certificates. Accordingly, the Board of Directors desires to proceed with utilizing
certain municipal finance professionals for the structuring of a refinancing and drafting
of documents related thereto as necessary for issuance of the Bonds. Issuance of the
Bonds, which may alternatively be certificates of participation, and approval to enter into
various documents related thereto shall be subject to final authorization at a future
meeting.
Resolution No. 2018-013
Central Contra Costa Sanitary District
Page 2
Section 2. Engagement of Professional Services. The Board of Directors hereby
approves the engagement of the law firm of Jones Hall, A Professional Law
Corporation, to act as special counsel and disclosure counsel to the District in
connection with the execution, delivery and sale of the Certificates or Revenue Bonds.
The Board of Directors hereby further approves the engagement of the firm of PFM
Financial Advisors LLC, to act as financial advisor to the District in connection with the
execution, delivery and sale of the Certificates or Revenue Bonds. The Director of
Finance and Administration is hereby authorized and directed to execute an agreement
with each of said firms on behalf of the District.
Section 3. Negotiated Sale of the Bonds. As a result of a solicitation of proposals for
underwriting services, the Board of Directors hereby approves the engagement of Piper
Jaffray & Co. to serve as underwriter in connection with the sale of the Bonds. The
General Manager and the Director of Finance and Administration (each, an "Authorized
Officer"), are each authorized and directed to negotiate a Bond Purchase Contract with
the Underwriter pursuant to which the District shall sell the Bonds to the Underwriter,
the terms of such Bond Purchase Agreement which are to be approved by the Board of
Directors at a later meeting.
Section 4. Official Actions. The General Manager, the Director of Finance and
Administration and all other officers of the Board of Directors and the District are each
authorized and directed in the name and on behalf of the District to execute and deliver
such additional documents that they or any of them might deem necessary or
appropriate in order to effectuate the purpose and intent of this Resolution. Whenever
in this Resolution any officer of the District is authorized to execute and deliver any
document or take any action, such execution, delivery or action may be taken on behalf
of such officer by any person designated by such officer to act on his or her behalf in the
case such officer is absent or unavailable.
Section 5. Effective Date. This Resolution shall take effect from and after the date of
its passage and adoption.
PASSED AND ADOPTED this 5th day of July 2018, by the Board of Directors of the
Central Contra Costa Sanitary District by the following vote:
AYES: Members:
NOES: Members:
ABSENT: Members
James A. Nejedly
President of the Board of Directors
Central Contra Costa Sanitary District
County of Contra Costa, State of California
-2-
Resolution No. 2018-013
Central Contra Costa Sanitary District
Page 2
COUNTERSIGNED:
Katie Young
Secretary of the District
Central Contra Costa Sanitary District
County of Contra Costa, State of California
Approved as to form:
Kenton L. Alm, Esq.
Counsel for the District
-3-