County of Monterey
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NEW ISSUE - FULL BOOK ENTRY RATINGS: Fitch: "'AA" S&P: "'AA" (See "'RATINGS" herein) In the opinion of Nixon Peabody LLP, Special Counsel, under existing law and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by the County described herein, the interest component of Base Rental, Payments paid by the County under the Lease Agreement and received by the owners of the Certificates is excluded from gross income for federal income tax purposes under Section 103 of the Intenial Revenue Code of 1986, as amended (the "Code''). Special Counsel is also of the opinion that such interest component is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Special, Counsel is further of the opinion that such interest component is exempt from personal income taxes of the State of California (the "State'') under present State law. See "TAX MATTERS" herein regarding certain other tax considerations. $78,565,000 COUNTY OF MONTEREY CERTIFICATES OF PARTICIPATION (2017 PUBLIC FACILITIES REFUNDING) Dated: Date of Delivery Due: As shown on inside cover page The Certificates evidence direct, fractional undivided interests of the Owners thereof in the Base Rental Payments (which include principal components and interest components) to be made by the County of Monterey, California (the "County") for the use of certain real property (the "Property") pursuant to a Lease Agreement, dated as of August 1, 2017 (the "Lease Agreement"), by and between the County, as lessee, and the County of Monterey Public Improvement Corporation (the "Corporation"), as lessor. The proceeds of the Certificates will be used to (i) prepay all of the outstanding County of Monterey Certificates of Participation (2007 Refunding and Public Facilities Financing) and (ii) pay the costs incurred in connection with the execution and delivery of the Certificates. See "PLAN OF REFUNDING." The County has covenanted under the Lease Agreement to make all Base Rental Payments and Additional Rental Payments (collectively, the "Rental Payments") provided for therein, to include all such Rental Payments as a separate line item in its annual budgets, and to make the necessary annual appropriations for all such Rental Payments. See "SECURITY AND SOURCES OF PAYMENT." The County's obligation to make Rental Payments is subject to abatement during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the County's right to use and occupy any portion of the Property. See "RISK FACTORS - Abatement" Interest represented by the Certificates is payable semiannually on April 1 and October 1 of each year, commencing on April 1, 2018. See "THE CERTIFICATES" herein. The Certificates will be initially delivered only in book-entry form and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Certificates. The Certificates will be delivered in denominations of $5,000 and any integral multiple thereof. Principal and interest payments evidenced by the Certificates are payable directly to DTC by U.S. Bank National Association, as trustee (the "Trustee"). Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the Certificates. See APPENDIX E - "BOOK-ENTRY ONLY SYSTEM." The Certificates are subject to prepayment prior to maturity as described herein. See "THE CERTIFICATES - Prepayment Provisions." THE OBLIGATION OF THE COUNTY TO MAKE THE BASE RENTAL PAYMENTS DOES NOT CONSTITUTE A DEBT OF THE COUNTY OR OF THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE COUNTY OR THE STATE OF CALIFORNIA IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE COUNTY OR THE STATE OF CALIFORNIA HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. Tiris cover page contains information for reference only. Investors must read the entire Official Statement to obtain information essential in making an informed investment decision. See "RISK FACTORS" for a discussion of factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Certificates. The Certificates will be offered when, as and if executed and delivered and received by the Underwriter, subject to the approval by Nixon Peabody LLP, Special Counsel to the County. Certain legal matters will be passed upon for the Underwriter by its counsel, Norton Rose Fulbright US LLP, San Francisco, Ca/,ifornia. Certain legal matters will be passed upon for the County by Nixon Peabody LLP, as Disclosure Counsel to the County, and for the County and the Corporation by County Counsel. It is anticipated that the Certificates in definitive form will be available for delivery to DTC in New York, New York on or about October 5, 2017. BARCLAYS Dated: September 6, 2017 $78,565,000 COUNTY OF MONTEREY CERTIFICATES OF PARTICIPATION (2017 PUBLIC FACILITIES REFUNDING) MATURITY SCHEDULE Maturity Date Priucipal Iuterest Price/ (October 1) Amouut Rate Yield CUSIP No.t 2018 $3,670,000 3.00% 0.73% 612448PB0 2019 4,030,000 4.00 0.80 612448PC8 2020 4,120,000 5.00 0.88 612448PD6 2021 4,395,000 5.00 0.95 612448PE4 2022 4,605,000 5.00 1.07 612448PF1 2023 4,315,000 5.00 1.21 612448PG9 2024 4,565,000 5.00 1.41 612448PH7 2025 4,770,000 5.00 1.61 612448PJ3 2026 5,000,000 5.00 1.76 612448PK0 2027 5,230,000 5.00 1.90 612448PL8 2028 5,450,000 5.00 2.08' 612448PM6 2029 5,070,000 5.00 2.23 C 612448PN4 2030 5,345,000 5.00 2.31 C 612448PP9 2031 5,490,000 5.00 2.40' 612448PQ7 2032 6,100,000 5.00 2.48 C 612448PR5 2033 235,000 3.00 98.75 612448PS3 2034 1,990,000 5.00 2.61 C 612448PT1 2035 2,090,000 5.00 2.66' 612448PU8 2036 2,095,000 3.00 3.15 612448PV6 Priced to the first optional call date on October 1, 2027 at par. t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Cmmty, the Underwriter or their respective agents or counsel assumes responsibility for the accuracy of such numbers. COUNTY OF MONTEREY, CALIFORNIA BOARD OF SUPERVISORS Mary L. Adams, Chair, District Five Luis Alejo, Vice Chair, District One John Phillips, District Two Simon Salinas, District Three Jane Parker, District Four COUNTY OFFICIALS Lew C. Bauman, County Administrative Officer Mary Zeeb, Treasurer-Tax Collector Michael J. Miller, Auditor- Controller Charles J. McKee, County Counsel Steve Vagnini, Assessor - Clerk Recorder COUNTY OF MONTEREY PUBLIC IMPROVEMENT CORPORATION BOARD OF DIRECTORS Michael J. Miller, President Mary Zeeb, Vice-President Dewayne Woods, Secretary/Treasurer SPECIAL SERVICES Special Counsel and Disclosure Counsel Nixon Peabody LLP Los Angeles, California Trustee U.S. Bank National Association San Francisco, California Municipal Advisor KNN Public Finance, LLC Oakland, California No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the Certificates by a person in any jurisdiction in which it is unlawful for such person to make an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Certificates. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information set forth herein has been obtained from the County and from other sources and is believed to be reliable but is not guaranteed as to accuracy or completeness. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the County since the date hereof. This Official Statement is submitted in connection with the sale of the Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the County. All summaries of the documents and laws are made subject to the provisions thereof and do not purport to be complete statements of any or all such provisions.