HomeMy WebLinkAbout23. Conduct a meeting of the Facilities Financing Authority to continue the Authority's existence Page 1 of 8
Item 23.
CENTRAL SAN BOARD OF DIRECTORS
POSITION PAPER
MEETING DATE: MAY 6, 2021
SUBJECT: ADJOURN BOARD MEETING AND RECONVENE AS THE CENTRAL
CONTRA COSTA SANITARY DISTRICT FACILITIES FINANCING
AUTHORITY(FFA) TO CONS DER ADOPTI NG RESOLUTION NO. 2021-
02 TO RESCIND RESOLUTION NO. 2021-01 THAT WOULD HAVE
DISSOLVED THE AUTHORITY
NOTE: IN COMPLIANCE WITHASSEMBLYBILL 23, BOARD MEMBERS
WILL NOT RECEIVER SEPARATE OR INCREASED STIPEND FOR
ATTENDANCEAT THIS MEETING.
SUBMITTED BY: INITIATING DEPARTMENT:
KEVIN MIZUNO, FINANCE MANAGER ADMINISTRATION-FINANCE
PHILIP LEIBER, DIRECTOR OF FINANCE AND
ADMINISTRATION
Y, — I
Roger S. Bailey Kenton L. Alm
General Manager District Counsel
ISSUE
A meeting of the Facilities Financing Authority is required to consider adoption of a resolution to rescind a
prior resolution and continue the Authority.
BACKGROUND
Adopt Minutes
The draft minutes of the annual meeting held on January 21, 2021 (Attachment 1) are recommended for
adoption at this meeting.
May 6, 2021 Regular Board Meeting Agenda Packet- Page 232 of 239
Page 2 of 8
Rescind Prior Resolution to Dissolve the FFA
At the January 21, 2021 meeting, staff recommended dissolution of the FFA given:
• The limited activities the entity had following the refunding of all its outstanding Certificates of
Participation (COP) (a form of debt) in 2018, and
• No anticipation of any need for financing utilizing COPs in the foreseeable future as other financing
mechanisms are available such as low-interest State Revolving Fund loans through the CA Water
Board, or revenue bonds issued by a joint powers authority(J PA).
However, subsequent to this meeting and in preparation of the March 2021 Board Financial Workshop,
staff began exploring the viability of a borrowing transaction that would fund a portion of the upcoming
year's Capital Improvement Budget, and allow Sewer Service Charges that would have funded that budget
to be used for other purposes, specifically to pay down unfunded actuarially accrued liabilities (UAAL) and,
thereby, save interest carrying costs charged by the Contra Costa County Employees' Retirement
Association (CCCERA). This transaction was described at the March 25, 2021 financial workshop and
was further discussed with the Finance Committee on April 27, 2021. As was noted in the financing
calendar submitted to the Finance Committee, the transaction schedule contemplates obtaining funding by
June 30, 2021. This date has been a priority, and was a key consideration in the recommendation to utilize
the COP structure of debt, which would require the continued use and existence of the FFA. From the
point that this transaction was under consideration, and consideration of what form of debt should be
utilized to meet the June 30, 2021 funding date, it was for this reason that staff put on hold the actions that
would be necessary to actually dissolve the FFA.
Accordingly, none of the following actions have been taken:
• Obtaining a letter from the Attorney General's office confirming the Authority has no assets.
• Filing a Nonprofit Certification of Dissolution form with the California Secretary of State.
As neither of these steps has been taken, the Board needs to only rescind the resolution of January 21,
2021 that would have commenced the dissolution for the FFA to continue to exist and be available for use
in the contemplated transaction.
ALTERNATIVES/CONSIDERATIONS
I n order for the proposed COP transaction to proceed, and to meet the financing timeline with a closing by
June 30, 2021, the FFA needs to be used and continue to exist. Therefore, the previous resolution that
would have commenced its dissolution should be rescinded.
FINANCIAL IMPACTS
There are no direct or immediate fiscal impacts associated with rescinding the resolution that was to have
commenced the dissolution of the FFA. No fees have been incurred in the dissolution process, and none
will be required to continue its existence.
COMMITTEE RECOMMENDATION
Not applicable.
RECOMMENDED BOARD ACTION
Staff recommends the FFA Board:
1. Approve the minutes of the January 21, 2021 FFA meeting, and
May 6, 2021 Regular Board Meeting Agenda Packet- Page 233 of 239
Page 3 of 8
2. Adopt the proposed resolution and rescind Resolution No. 2021-01.
Strategic Plan Tie-In
GOAL THREE:Fiscal Responsibility
Strategy 1—Maintain financial stability and sustainability, Strategy 2—Ensure integrity and transparency in financial
management
ATTACHMENTS:
1. F FA Agenda for May 6, 2021
2. Draft Minutes of 01-21-2021 FFA Meeting
3. Proposed resolution for Authority continuance
May 6, 2021 Regular Board Meeting Agenda Packet- Page 234 of 239
Page 4 of 8
Attachment 1
CENTRAL CONTRA COSTA SANITARY DISTRICT
FACILITIES FINANCING AUTHORITY
MAY 6, 2021
MEETING AGENDA
1. CALL MEETING TO ORDER
2. ROLL CALL
3. PUBLIC COMMENTS
4. APPROVAL OF MINUTES
a. Approve Minutes of January 21, 2021 meeting
STAFF RECOMMENDATION (Motion Required): Approve the
minutes.
5. FFA BUSINESS RELATED MATTER
a. Consider adopting Resolution No. 2021-02 to continue the Authority and
rescind Resolution No. 2021-01
STAFF RECOMMENDATION (Motion Required): Adopt
Resolution No. 2021-02 to continue the Facilities Financing
Authority and rescind Resolution No. 2021-01.
6. OTHER BUSINESS RELATING TO MATTERS ABOVE
7. ADJOURNMENT
a. Adjourn meeting of the Authority and reconvene as the Board of
Directors of the Central Contra Costa Sanitary District.
May 6, 2021 Regular Board Meeting Agenda Packet- Page 235 of 239
Page 5 of 8
DRAFT Attachment 2
MINUTES OF THE ANNUAL MEETING OF THE
CENTRAL CONTRA COSTA SANITARY DISTRICT
FACILITIES FINANCING AUTHORITY
HELD ON JANUARY 21, 2021
NOTICE
In accordance with the Governor's Executive Order N-29-20, which suspended certain
requirements of the Brown Act due to the ongoing COVID-19 pandemic, all Board
Members participated in this meeting via teleconference. Members of the public were
provided options to participate in the meeting as provided on the agenda.
1. CALL TO ORDER
At 2:27 p.m., President Pilecki adjourned the Central San Board meeting and
convened the Central Contra Costa Sanitary District Facilities Financing Authority
(the "Authority') annual meeting.
2. ROLL CALL
Chair Pilecki requested that Katie Young, Secretary of the Authority, call roll.
PRESENT. Members: Hockett, McGill, Williams, Pilecki
ABSENT.- Members: Lauritzen
In compliance with Assembly Bill 23, it was noted that Board Members will not be
receiving a separate or increased stipend for this meeting.
3. PUBLIC COMMENTS
No comments.
4. APPOINTMENT OF OFFICERS
a. Chair Pilecki stated that, in accordance with the Bylaws of the Authority, it
would be appropriate to elect officers for 2021 as follows:
1) Chair of the Authority shall be Tad Pilecki, Chair of the Finance
Committee,-
2)
ommittee,2) Vice Chair of the Authority shall be Member McGill, the other
member of the Finance Committee;
3) Executive Director of the Authority shall be the General Manager of
the District,
4) Treasurer of the Authority shall be the Finance Manager of the
District, and
5) Secretary of the Authority shall be the Secretary of the District.
May 6, 2021 Regular Board Meeting Agenda Packet- Page 236 of 239
Page 6 of 8
CENTRAL CONTRA COSTA SANITARY DISTRICT
FACILITIES FINANCING AUTHORITY
Minutes of January 21, 2021 Board Meeting
AUTHORITY ACTION: It was moved by Member Williams and
seconded by Member Hockett to approve the above slate of officers
for 2021, to serve for a one-year term in accordance with Article III,
Section 2 of the Bylaws. Motion passed by unanimous roll call vote
of the Authority Members present at the meeting. [4-0-1; Lauritzen
absent.]
5. APPROVAL OF MINUTES
a. Approve Minutes of January 16, 2020 meeting.
AUTHORITY ACTION: It was moved by Member Hockett and
seconded by Member Williams to approve the Authority minutes of
the January 16, 2020 meeting. Motion passed by unanimous roll call
vote of the Authority Members present at the meeting. [4-0-1;
Lauritzen absent.]
6. BUDGET AND FINANCE
Finance Manager Kevin Mizuno provided a summary of the Financial Status
Report for 2020 and the key points related to staff's recommendation that the
Authority be dissolved because it has no outstanding debts and will not for the
foreseeable future.
AUTHORITY ACTION: It was moved by Member Williams and
seconded by Chair Pilecki to (a) receive the Facilities Financing
Authority annual report and (b) adopt Resolution No. 2021-01
authorizing dissolution of the Authority. Motion passed by
unanimous roll call vote of the Authority Members present at the
meeting. [4-0-1; Lauritzen absent]
7. OTHER BUSINESS RELATING TO MATTERS ABOVE
None.
8. ADJOURNMENT
There being no further business to come before the Authority, Chair Pilecki
adjourned the annual meeting of the Authority at 2:45 p.m. after which the
meeting of the Central San District Board of Directors reconvened.
Katie Young
Secretary of the Authority
2
May 6, 2021 Regular Board Meeting Agenda Packet- Page 237 of 239
Page 7 of 8
Attachment 3
RESOLUTION NO. 2021-02
RESOLUTION OF THE BOARD OF DIRECTORS
OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT FACILITIES
FINANCING AUTHORITY
RESCINDING RESOLUTION NO 2021-01
WHEREAS, the Central Contra Costa Sanitary District Facilities Financing Authority (Financing
Authority) Board previously adopted Resolution No. 2021-01 authorizing staff to take necessary
actions to dissolve the Financing Authority given the then existing outlook that the Financing
Authority would not be needed for the foreseeable future; and
WHEREAS, given the subsequent anticipation of an upcoming financing transaction that may
require the continued existence of the Financing Authority, no external filings to dissolve the
Financing Authority have been made to date; and
WHEREAS, the Central Contra Costa Sanitary District (District) owns and operates facilities and
property for the collection, treatment, disposal and reuse of wastewater within the service area
of the District (Wastewater System), and in order to provide funds to finance improvements to
the Wastewater System, the District anticipates working with the Financing Authority and a
corporate trustee to execute and deliver certificates of participation (Certificates); and
WHEREAS, the use of Certificates as a financing instrument requires the continued existence of
the Financing Authority;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Central Contra Costa
Sanitary District Facilities Financing Authority as follows:
Section 1. Rescinding of Prior Resolution. On January 21, 2021, the Financing
Authority Board adopted Resolution No. 2021-01, pursuant to which it was anticipated that the
Financing Authority would be dissolved. Given the need for the Financing Authority to assist in
the execution and delivery of the Certificates, Resolution No. 2021-01 is hereby rescinded its
entirety and shall be of no force and effect.
Section 2. Effective Date. This Resolution shall take effect from and after the date of its
passage and adoption.
PASSED AND ADOPTED this 6th day of May 2021, by the Board of Directors of the Central
Contra Costa Sanitary District Facilities Financing Authority by the following vote:
AYES: Members:
NOES: Members:
ABSENT: Members:
Tad J. Pilecki
President of the Board of Directors of the
Central Contra Costa Sanitary District
Facilities Financing Authority
County of Contra Costa, State of California
May 6, 2021 Regular Board Meeting Agenda Packet- Page 238 of 239
Page 8 of 8
Resolution No. 2021-02
Central Contra Costa Sanitary District
Facilities Financing Authority
Page 2 of 2
COUNTERSIGNED:
Katie Young
Secretary of the Central Contra Costa Sanitary
District Facilities Financing Authority
County of Contra Costa, State of California
Approved as to form:
Kenton L. Alm, Esq.
Counsel for the Central Contra Costa
Sanitary District and Central Contra
Costa Sanitary District Facilities
Financing Authority
May 6, 2021 Regular Board Meeting Agenda Packet- Page 239 of 239