HomeMy WebLinkAboutMINUTES - 09192006 - C.85 • TO: BOARD OF SUPERVISORS Contra
FROM: John Cullen
County Administrator s Costa
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DATE: September 19, 2006 a
qPkCounty,coun`i'{
C.SUBJECT: Subordination of Tax Increment Revenues for San Pablo O
Redevelopment Agency Bond Issuance
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE Third Amendment to the Subordination Agreement, dated June 1, 1999, between the San
Pablo Redevelopment Agency and the County of Contra Costa including the Library, the Contra
Costa County Flood Control and Water Conservation District, and the Contra Costa County Fire
Protection District (Taxing Agencies), to provide for the subordination of additional tax increment
revenue payments and the statutory pass-through payments to the Taxing Agencies, in order for the
San Pablo Redevelopment Agency to pledge such tax increment revenue to the Series 2006 Tenth
Township Bonds and the Series 2006 Legacy Bonds; and AUTHORIZE execution of Third
Amendment to the Subordination Agreement by Board Chair. (Attachment A.)
FINANCIAL IMPACT:
Based on staff analysis of the financial projections, the San Pablo Redevelopment Agency should be
able to pay its debt payments and the tax increment revenue required to be paid to the County and
other affected taxing entities under the terms of a pass-through agreement and statute.
BACKGROUND:
On September 8, 1987, the County approved a redevelopment pass-through agreement (the
"Agreement") with the San Pablo Redevelopment Agency. On June 1, 1999, the County entered into
a Subordination Agreement with the San Pablo Redevelopment Agency. The Subordination
Agreement allowed the Agency to put pass-through amounts owed to the County and other taxing
agencies lower in priority than debt owed to bond holders as added security to bond holders that their
investment will be returned. It allowed the Agency to pledge such tax increment revenue to one or
more series of bonds, in an aggregate principal amount not to exceed $21,000,000. The County
agreed to this provision based upon the commitment that the Agency would have adequate funds to
pay back bond holders, thereby minimizing the real risk that subordination would be necessary, and
that the Agency would demonstrate that they have adequate funds prior to subordination.
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
C%�L
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD C ITTEE
v' APPROVE OTHER
SIGNATURES :
ACTION OF BA ON —I� A] /�. APPROVED AS RECOMMENDED
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT
COPY OF AN ACTION TAKEN AND ENTERED ON MINUTES OF
THE BOARD OF SUPERVISORS ON THE DATE SHOWN.
UNANIMOUS(ABSENT )
AYES: NOES:
ABSENT: ABSTAIN:
Contact: Lara DeLaney, 5-1097
cc: CAO's Office ATTESTED
County Counsel
City of San Pablo N CULLEN, LERK OF THE BOARD OFSUPERVISORS
Jim Kennedy,Redevelopment
BY: , DEPUTY
San Pablo RDA Subordination 2006—September 19, 2006
On December 19, 2000, the County approved a first amendment to the Subordination Agreement to
provide for the subordination of additional tax increment revenue payments in order for the Agency to
pledge such tax increment revenue to the Series 2000 Tenth Township Bonds and the Series 2000
Legacy Bonds.
On January 20, 2004, the County approved a second amendment to the Subordination Agreement to
provide for the subordination of tax increment revenue payments in order for the Agency to pledge
such tax increment revenue to the Series 2004 Tenth Township Bonds and the Series 2004 Legacy
Bonds. (The third amendment to the Agreement ratifies the subordination to the issuance of the
Series 2004 Legacy Bonds in the amount of$5,795,000.)
The Agency now intends to incur additional long-term indebtedness in an aggregate principal amount
not to exceed $45,000,000 to finance redevelopment projects and refinance a portion of the Agency's
outstanding Merged Project Area Subordinate Tax Allocation Bonds, Series 1993. The Agency has
provided the County with a report (Attachment B) that includes revenue forecasts and a debt service
schedule relating to all of the Agency's currently outstanding bonds with respect to the Tenth
Township Redevelopment Project, the Legacy Project, the Series 2006 Tenth Township Bonds and
the Series 2006 Legacy Bonds. The report shows that the Agency's anticipated ability to repay such
bonds can be made without demand made on the aforementioned payments due to the Taxing
Agencies under the Agreement and without impairing the Agency's ability to pay the statutory pass-
through.
The Report shows that the aggregate of the tax increment revenue payments to be subordinated are
contemplated to be used in the cash-flow relating to such bonds only for additional security (debt
service coverage) and that the Agency's tax incremental revenues will be adequate, over the term of
such bonds, to pay one hundred percent (100%) of the actual debt service thereon and to pay the
Agency's obligations under the Agreement and the statutory pass-through, and any other obligations
of the Agency, whether statutory or contractual, which are or would be superior to the Agency's
obligations under the Agreement or the statutory pass-through.
Based on a review by staff of the County Administrator's Office of the revenue projections prepared
by Piper Jaffray Inc., staff recommends approval of the subordination request.
In the unlikely event that subordination is required, the Agreement indicates that any reduction in
payment will be treated as an advance by the Taxing Agencies and repaid by the Agency.
Attachment A
THIRD AMENDMENT TO SUBORDINATION AGREEMENT
This Third Amendment to Subordination Agreement, dated as of September 19,
2006 (this "Amendment"), is entered into by and among the Redevelopment Agency of the City
of San Pablo (the "Agency") and the County of Contra Costa (including the Library), the Contra
Costa County Flood Control and Water Conservation District and the Contra Costa County Fire
Protection District (collectively referred to herein as the "Taxing Agencies").
RECITALS
The Agency and the Taxing Agencies previously entered into a subordination
agreement, dated as of June 1, 1999 (the "Subordination Agreement"), regarding the
subordination of the Taxing Agencies' rights to tax increment revenue (the "Tax Sharing
Payments")payable pursuant to the 1987 Agreement (defined below), in order for the Agency to
pledge such tax increment revenue in one or more series of bonds from time to time, in an
aggregate principal amount not to exceed $21,000,000. In furtherance of the Redevelopment
Plans, as modified by the Merger Plan Amendments (as respectively defined in the Agreement
Among the Redevelopment Agency of the City of San Pablo, the City of San Pablo, the County
of Contra Costa and Related Entities Regarding Pass Through of Tax Increment Pursuant to
Health and Safety Code Section 33401, dated September 8, 1987 (the "1987 Agreement")), and
to finance and refinance its Tenth Township Redevelopment Project (the "Tenth Township
Project"), the Agency has previously caused to be issued its Tenth Township Redevelopment
Project Subordinate Tax Allocation Bonds, Series 1999A (the "Series 1999 Tenth Township
Bonds") in the amount of$9,850,000, its Tenth Township Redevelopment Project Tax
Allocation Bonds Series 2001 (the "Series 2001 Tenth Township Bonds") in the amount of
$11,732,186.90, and its Tenth Township Redevelopment Project Tax Allocation Bonds, Series
2004A (the "Series 2004 Tenth Township Bonds") in the amount of$31,960,000.
The Agency also previously issued its Legacy Project Area Tax Allocation Bonds,
Series 2001 in the amount of$1,265,000 (the "Series 2001 Legacy Bonds") for the purpose of
financing its Legacy Redevelopment Project pursuant to a redevelopment plan duly adopted by
the Agency on March 3, 1997 (the "Legacy Project"), and its Legacy Project Area Tax
Allocation Bonds, Series 2004 (the "Series 2004 Legacy Bonds") in the amount of$5,795,000.
The Agency intends, on or before December 31, 2007, to incur additional long
term indebtedness in an aggregate principal amount not to exceed $45,000,000 secured by the tax
increment revenue of the Tenth Township Redevelopment Project Area(the "Series 2006/2007
Tenth Township Bonds") or the Legacy Redevelopment Project Area(the "Series 2006/2007
Legacy Bonds", and together with the Series 2006/2007 Tenth Township Bonds, the "Series
2006/2007 Bonds"), or both, to finance redevelopment projects and refinance a portion of the
Agency's outstanding Merged Project Area Subordinate Tax Allocation Bonds, Series 1993.
Pursuant to Health and Safety Code Section 33607.5, the Agency is required to
pay certain amounts to the Taxing Agencies from tax increment revenues received from the
01-IS WEST:260039510.8
Legacy Project (the"Statutory Pass-Throughs"). Pursuant to Health and Safety Code Section
33607.5(e), the Agency has requested the Taxing Agencies to allow the Agency to subordinate
the Statutory Pass-Throughs to the payment of debt service, including scheduled payments with
respect to any related agreements such as credit enhancement instruments (e.g. liquidity facilities
or letters of credit), interest rate hedging agreements and similar arrangements, on the Series
2006/2007 Legacy Bonds. In connection therewith, and pursuant to Health and Safety Code
Section 33607.5(e)(2), the Agency has provided the report attached hereto as Exhibit A.
The Agency has requested that the Taxing Agencies agree to amend the
Subordination Agreement to provide for the subordination of additional Tax Sharing Payments
and the Statutory Pass-Throughs in order for the Agency to pledge such tax increment revenue to
the payment of debt service, including scheduled payments with respect to any related
agreements such as credit enhancement instruments (e.g. liquidity facilities or letters of credit),
interest rate hedging agreements and similar arrangements, on the Series 2006/2007 Bonds.
The Agency has provided the Taxing Agencies with a report, attached as
Exhibit A, which includes revenue forecasts and a debt service schedule relating to all of the
Agency's currently outstanding bonds with respect to the Tenth Township Project, the Legacy
Project, and the Series 2006/2007 Bonds (the "Report"), showing that the Agency's anticipated
ability to repay such bonds can be made without demand being made on the aforementioned
payments due to the Taxing Agencies under the 1987 Agreement and without impairing the
Agency's ability to pay the Statutory Pass-Throughs. The Report shows that the aggregate of the
tax increment revenue payments to be subordinated are contemplated to be used in the cash-flow
relating to such bonds only for additional security (debt service coverage) and that the Agency's
tax incremental revenues will be adequate, over the term of such bonds, to pay one hundred
percent (100%) of the actual debt service thereon and to pay the Agency's obligations under the
1987 Agreement and the Statutory Pass-Throughs, and any other obligations of the Agency,
whether statutory or contractual, which are or would be superior to the Agency's obligations
under the 1987 Agreement or the Statutory Pass-Throughs.
AGREEMENT
The parties hereto agree to amend the Subordination Agreement as follows:
1. The Taxing Agencies hereby agree to amend the Subordination
Agreement to provide for the subordination of additional Tax Sharing Payments in order for the
Agency to pledge such tax increment revenue to the payment of debt service, including
scheduled payments with respect to any related agreements such as credit enhancement
instruments (e.g. liquidity facilities or letters of credit), interest rate hedging agreements and
similar arrangements, on the Series 2006/2007 Bonds. The term "Bond"under the
Subordination Agreement is hereby redefined to mean Series 1999 Tenth Township Bonds in the
amount of$9,850,000, the Series 2001 Tenth Township Bonds in the amount of$11,732,186.90,
the Series 2004 Tenth Township Bonds in the amount of$31,960,000, and the Series 2006/2007
Tenth Township Bonds in an amount not to exceed $45,000,000.
OHS WEST:260039510.8 2
2. The subordination approved by the Taxing Agencies under this agreement
authorizes subordination of the Taxing Agencies' Statutory Pass-Throughs to both the principal
amount of the bonds and the amount attributable to the payment of debt service, including
scheduled payments with respect to any related agreements such as credit enhancement
instruments (e.g. liquidity facilities or letters of credit), interest rate hedging agreements and
similar arrangements, on the Series 2006/2007 Legacy Bonds in an amount not to exceed
$45,000,000 (or a lesser amount such that the combined amount of Series 2006/2007 Legacy
Bonds together with Series 2006/2007 Tenth Township Bonds does not exceed $45,000,000),
pursuant to Section 33607.5(e)(3) of the Health & Safety Code. The subordination approved by
the Taxing Agencies under this agreement additionally authorizes subordination of the Taxing
Agencies' Statutory Pass-Throughs to both the principal amount of the bonds and the amount
attributable to the payment of debt service on the Series 2004 Legacy Bonds in the aggregate
principal amount of$5,795,000, pursuant to Section 33607.5(e)(3) of the Health & Safety Code.
3. Notwithstanding anything to the contrary contained in the Subordination
Agreement, in the event that, as a result of the agreement to subordinate the Taxing Agencies'
right to receive tax increment pursuant to the 1987 Agreement in any year to the payment of
principal, premium, if any, and interest, or payments with respect to any related agreements such
as credit enhancement instruments, interest rate hedging agreements and similar arrangements,
on Bonds in such year("Required Bond Payments"), the payments to the Taxing Agencies are
reduced below the amount otherwise payable to them pursuant to the 1987 Agreement, then such
reductions shall be treated as an advance by the Taxing Agencies. Said advance shall be repaid
only under the following conditions: in any year in which the Agency receives tax increment in
excess of that necessary to pay Required Bond Payments , the Agency shall use such excess tax
increment to repay advances by the Taxing Agencies. The Agency shall submit to the Taxing
Agencies on an annual basis a summary of the previous year's indebtedness, revenues, and
expenditures.
4. All other terms and conditions of the Subordination Agreement, not
inconsistent with Paragraphs 1 and 2 above, remain unchanged and in full force and effect.
[Remainder of page intentionally left blank.]
OHS WEST:260039510.8 3
IN WITNESS WHEREOF, the Agency and the Taxing Agencies have entered
into this Third Amendment to Subordination Agreement by their officers thereunto duly
authorized as of the day and year first above written.
COUNTY: AGENCY:
COUNTY OF CONTRA COSTA REDEVELOPMENT AGENCY OF THE
CITY OF SAN PABLO
Contra Costa County
(including the Library)
Contra Costa County Flood
Control and Water Conservation By:
District Executive Director
Contra Costa County Fire Protection CITY OF SAN PABLO
District
By: By:
Chairperson City Manager
OBoard of Supervisors
Attest:
JOHN CULLEN
CLERK OF THE BOARD OF
SUPERVISORS AND
COUNTY ADMINISTRATOR
By: _
Deputy Clerk
Approved as to form:
SILVANO MARCHESI
COUNTY COUNSEL
ep ,
OHS Wesr200039510.8 4
EXHIBIT A
[See attached tables.]
OHS WFs r:2b0039510.& A-1
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City of San Pablo Redevelopment Agency
Historical Values
Total Assessed Percent Base Year IncrementalTax Increment
Value Change Assessed Value Assessed Revenues
Value
1987 361,523,242 116,110,862 245,412,380 2,454,124
1988 385,845,016 6.7% 116,110,862 269,734,154 2,697,342
1989 396,614,127 2.8% 116,110,862 280,503,265 2,805,033
1990 439,946,539 10.9% 116,110,862 323,835,677 3,238,357
1991 486,465,172 10.6% 116,110,862 370,354,310 3,703,543
1992 538,344,044 10.7% 116,110,862 422,233,182 4,222,332
1993 565,880,011 5.1% 116,110,862 449,769,149 4,497,691
1994 585,145,633 3.4% 116,110,862 469,034,771 4,690,348
1995 600,166,399 2.6% 116,110,862 484,055,537 4,840,555
1996 592,297,400 -1.3% 116,110,862 476,186,538 4,761,865
1997 608,363,498 2.7% 116,110,862 492,252,636 4,922,526
1998 593,517,734 -2.4% 116,110,862 477,406,872 4,774,069
1999 608,198,576 2.5% 116,110,862 492,087,714 4,920,877
20001 792,423,396 30.3% 253,451,346 538,972,050 5,389,721
2001 853,769,833 7.7% 253,451,346 600,318,487 6,003,185
2002 912,440,041 6.9% 253,451,346 658,988,695 6,589,887
2003 979,612,610 7.4% 253,451,346 726,161,264 7,261,613
2004 1,076,517,744 9.9% 253,451,346 823,066,398 8,230,664
2005 1,211,881,912 12.6% 253,451,346 958,430,566 9,584,306
2006 1,367,382,573 12.8% 252,133,103 1,115,249,470 11,152,495
' Includes values for Legacy Additional Area
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