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HomeMy WebLinkAboutMINUTES - 01092007 - D.1 r • d - Contra a Costa County r- TO: REDEVELOPMENT AGENCY/BOARD OF SUPERVISORS/ CONTRA COSTA PUBLIC FI NANCI'NG AUTHORITY FROM: John Cullen, ExecutiveDirector Dennis M. Barry, AICR, Director of Community Development DATE: May 1, 2007 SUBJECT: Redevelopment Agency Tax Allocation Bonds SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1} As the Board of Supervisors, HOLD Public Hearing as required by Section 6586.5(a)(2)of the California Government Code with respect to the public benefit of financing improvements using proposed revenue bond proceeds; 2) As the Board of Supervisors,ADOPT alfesolution making findings of public benefit with respect to, and approving the issuance of bonds by the Contra Costa County Public Financing Authority, approving the borrowing of bond proceeds by the Contra Costa County Redevelopment Agency; and making findings that housing in any of the Agency's project areas is of benefit to the other project areas 3) As the Governing Board of the Contraj'Costa Public Financing Authority, ADOPT a resolution authorizing the issuance of revenue!; bonds to make loans to the Contra Costa County Redevelopment Agency for Contra Costa Centre, North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas and the defeasance of outstanding Authority Bonds and Related Actions and 4) As the Governing Board of the Contra Costa Redevelopment Agency, ADOPT a resolution authorizing the borrowing of funds from the Contra Costa County Public Financing Authority related to the Contra Costa Centre, North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Projects,and making findings that housing in any of the Agency's Project areas is of benefit to the other project areas;'and approving actions related thereto. FISCAL IMPACT None. All bonds are secured by a pledge of Redevelopment Agency Tax Increments. The bond issue has been sized to the Agency tax increment revenues net of administration costs and other annual expenses. CONTINUED ON ATTACHMENT: X YES SIGNATURE: _,,Rt=COMMENDATION OF EXECUTIVE DIRECTOR R C MMENDA I N OF AGENCY OMMITTEE __,APPROVE w OTHER ! SIGNATURE(S): ACTION OF AGE /ON % n y ev i 7, APPR VED AS RECOMMENDED X OTHER SUPERVISORS �i VOTE OF COMMISSIONERS/SUPERVISORS I HEREBY CERTIFY THAT THIS IS A X UNANIMOUS (ABSENT �'�7z TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS/AGENCY ON THE Contact: Jim Kennedy DATE SHOWN. 335-7225 orig: Redevelopment Agency cc: County Administrator ATTESTED County Counsel Community Development JOHN SWEETEN, CLERK OF via: Redevelopment THE BOAR OF SUPERVISORS/ Quint& Thimmig AGENCY CRETARY Goldfarb & Lipman Jones Hall BY DEPUTY Stone & Youngberg if G:\Personal\BoardOrders\BOARD.RDA.4.07.rda.tax.alloca ' P u �� . II ' u d BACKGROUND/REASONS FOR RECOMMENDATIONS �I 1. OVERVIEW In 1992, 1995, 1999 and 2003 the Contra Costa'County Public Financing Authority issued revenue bonds to make loans to the Redevelopment Agency, the repayment of which was secured by a pledge of Redevelopment Agency Tax Increment revenues. The proceeds of these bonds were loaned to the Redevelopment Agency to undertake its redevelopment activities. The purpose of the Public Financing Authority, which is a joint powers authority between the County of Contra Costa and the Redevelopment Agency, is to allow for the issuance of bonds secured by multiple sources of revenue. This pooling of project area resources permits the Redevelopment Agency to realize efficiencies in the issuance process. For example, the issuance costs by combining multiple project areas results in Agency cost savings, as does the pooling of the multiple housing revenue to realize interest rate savings All bonds proposed to be issued are secured solely by a pledge of Redevelopment Agency Tax Increments. To date, bonded indebtedness has been incurred for the Contra Costa Centre (formerly Pleasant Hill BART Station) Project Area, the North Richmond Project Area, the Bay Point Project Area, (formerly West Pittsburg)and the Rodeo Project Area. The proposed and recommended financing will refinance existing Bonds and related loans, and generate additional funds for each of the aforementioned project areas,i and generate;;for the Montalvin Manor for the first time. This financing has been recommended by all Redevelopment Project Area committees or MAC's advising the Agency. �I Based on current estimates of Tax Increments, current tax-exempt bond rates, and current assumptions regarding projectneeds, the amount of the financing would be approximately $117 million as shown in the Table 1 below,with appiroximately 57%of the proceeds used to refund all or parts of the prior financing referred in paragraph one above. The net present value of the savings by refunding are strong for the1995 &2003 Bonds (ranging from 4.3%to 14%savings) which are above the threshold standard of 3% net present value savings. The 1999 Bonds currently exceed the 3% net present value savings threshold as well, however a final determination on refunding these bonds will be determined by market conditions at the time of pricing and sale of the bonds. Portions of the new bonds will be issued as taxable securities(as opposed to tax-exempt securities) in order to permit the proceeds'to be used in conjunction with financing of affordable housing and infill redevelopment projects involving private parties,therefore not otherwise eligible for tax-exempt financing. Table 1 Estimate of Contra Costa County Public Financing Authority 2007 Tax Allocation Revenue Bonds ii Amountlof Refunding Bonds New Bond Proceeds Total Loan Project Area ($000,000) ($000,000) ($000,000) Contra Costa Centre 36.0 $ 6.0 $42.0 North Richmond 9.0 $ 13.3* $22.3 Bay Point it 14.0 $ 19.2* $33. 2 Rodeo 8.0 $ 8.9 $16.9 Montalvin Manor $ 2.7 $2.7 Total f (Subject to Change) ii 67.0 $50.0 $117.1 *Includes approximately$18.3 million in escrowed proceeds($8.8 million in North Richmond, and $9.5 million in BayiPoint), which will be released upon approval of Plan Amendment increasing caps on total tax increment, and bonded indebtedness—estimate Fall, 2008. i 11 Table 2 shows the type of new money to be raised by project area. The type of funds raised are driven by the program needs identified for the respective project area through the AB1290 Implementation Plan process and recent conversation with advisory bodies. I� G:\Personal\Boardorders\BOARD.RDA.4.07.rda.tax.allocation d 11 I� Table 2 Estimate of new bond proceeds via 2007 Tax Allocation Revenue Bonds Capital Project Funds Housing Project Funds Tax Exempt Taxable Tax Exempt Taxable Non- YNon- Non- Non- Escrow Escrow Escrow Escrow Total Escrow Escrow Escrow Escrow Contra Costa Centre $6.0 - - - $6.0 North Richmond $2.1 $8.8 $2.4 $13.3 Bay Point - $2.8 $5.3 $6.7 - $4.4 $19.2 Rodeo $6.3 - $2.6 - $8.9 Montalvin $2.0 $0.7 - $2.7 $50.1 The resolutions of the County Board of Supervisors, the Governing Board of the Redevelopment Agency, and the Governing Board of the Contra Costa County Public Financing Authority link together. The resolution of the Board of Supervisors, as the legislative body for the County, makes required,findings of public benefit and approves the financing, and makes necessary housing benefit findings. The resolution of the Public Financing Authority authorizes the issuance of the bonds and the making of loans to the Contra Costa County Redevelopment Agency. The resolution of the Redevelopment Agency authorizes the borrowing of funds from the Public Financing Authority and makes necessary housing benefit findi I gs. The timing of the issuance of these bonds, is expected in late May,dependent on market conditions.The Bonds are to be sold through a negotiated purchase to the investment banking firm of Stone&Youngberg.The financing proceedings have been legally documented by the Agency's Bond Counsel,Quint&Thimmig. The official statement has been prepared by Disclosure Counsel, Jones Hall. All funds will be held by U.S. Bank Trust National Association- the trustee bank. u 2. PROPOSED IMPROVEMENTS I! ii The following is a listing of various improvements that are being considered for financing with proceeds of the above-mentioned bonds. The improvements are not listed in any particular order of priority. No decisions have been made as to the specific improvements to be funded with bond proceeds, and that actually will be constructed, or the expected construction schedule. These funds will be 'explicitly programmed during the Agency's budgeting process. A portion,'of the proceeds may also be held at the public financing authority level in order to finance capital i improvements related to Redevelopment Agency/Community Development Facility needs. Contra Costa Centre Candidate Projects i� Capital Projects 1. BART Replacement Parking Garage 2. Project Infrastructure-Streets, Utilities, Drainage 3. Placemaking Improvements- Parks, Plazas, Public Art, etc. 4. Public Facilities-Civic Use, Business Conference Center etc. North Richmond Candidate Proiects Capital Proiects 1. Employment Area Infrastructure (roads, drainage, utilities) 2. Pedestrian Overcrossing 3. Truck Route Project 4. 3rd Street Ped estrian/Streetsc''ape Improvements 5. Local Park and Recreation Facilities i Housing Projects 8 1. Land Assemblage/Affordable Housing Construction/Financial Assistance 2. Housing Rehabilitation 3. Las Deltas Revenue Plan Implementation G:\Personal\BoardOrdersi\BOARD.RDA.4j;.07.rda.tax.allocation ii If Bay Point Candidate Projects u Capital Projects 1. BART/Bailey Road Area Public Improvements 2. Willow Pass Road Improvements 3. Bella Vista Area In 4. Marina/Waterfront Infrastructure;; 5. Light Industrial Area Infrastructure 6. Area Drainage Housing Projects 1. Affordable Housing/Special Population Housing Relocation Assistance 2. BART Area Land Assemblage/Construction Assistance 3. Housing Rehabilitation Rodeo Candidate Projects Capital Projects 1. Waterfront LanO Acquisition or Infrastructure 2. Water/Sewer Upgrades 3. Pacific Avenue Bridge 4. Parker Avenue Improvements ii Housing Projects 1. Town Plaza Housing Development 2. Housing Rehabilitation Montalvin Manor Candidate Projects 1 Capital Projects 1. Street and Landscape Improvements 2. Street/Sidewalk Reconstruction 3. Park and Recreation Improvements .i Housing Projects u 1. Housing Rehabilitation 2. Affordable Housing Land Acquisition/Construction Assistance II II G:\Personal\Boardorders I\BOARD.RDA A4 .07.rda.tax.al locat ion !' II !I - THE BOARD OF SUPERVISORS OF CONTRA NTRA COSTA COUNTY, CALIFORNIA u Adopted this Resolution on May 1, 2007, by the following vote: AYES: Gioia, Uilkema, Bonilla, Glover and Piepho NOES: None ABSENT: None ABSTAIN: None Resolution No. 2007/235 In the Matter of Resolution Making ,Findings ) With Respect to and Approving the Issuance ) of Bonds By the County of Contra Costa ) Public Financing Authority; Approving the ) Borrowing of Bond Proceeds By the Contra ) Costa County Redevelopment Agency; and ) Making Certain Benefit Findings Related to Affordable Housing WHEREAS, the County of Contra Costa (the "County") and the Contra Costa County Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the County of Contra Costa Public Financing Authority (the "Authority") for the purpose, among others, of issuing its bonds to be used to provide financial assistance to the Agency; and WHEREAS, the Agency is undertaking to assist the redevelopment of its Contra Costa Centre (formerly Pleasant Hill BART), North Richmond, Bay Point (formerly WestPittsburg), Rodeo and Montalvin Manor Redevelopment Projects (collectively', the "Redevelopment Projects,), and the Agency has previously entered into four separate loan agreements with respect to the Contra Costa Centre, North Richmond, Bay Point and Rodeo Redevelopment Projects (collectively, the "Existing Loan Agreements") with the Authority pursuant to which the Authority has made loans to the Agency (collectively, the "Existing Loans") from the proceeds of revenue bonds issued by the Authority for such purpose (collectively, the "Prior Bonds"); and WHEREAS, the Agency has determined that due,,to prevailing financial market conditions it is in the best interests of the Agency to realize interest rate savings by prepaying a portion.of the Existing Loans, and the Agency has requested the Authority to lend it funds in an amount sufficient for such purpose and also to provide additional financing for improvements (the!,1"Improvements") to be located in the County and within or of benefit to the Redevelopment Projects, including financing for certain low and moderate income housing programs, and other redevelopment;activities of the Agency; and WHEREAS, in order to provide funding for redevelopment activities of benefit to the Montalvin Manor Redevelopment Project, the Agency has requested that the Authority enter into a loan agreement with respect to the Montalvin Manor Redevelopment Project (theMontalvin Manor Loan Agreement, and collectively with the Existing Loan Agreements, the `,Loan Agreements"); and WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the Agency, the Authority proposes to authorize the± issuance of several series of its revenue bonds in an aggregate principal amount of up to $135,000,000 (collectively, the "Bonds") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title; 1 of the Government Code of the State of California (the "Code"); and WHEREAS, the proceeds of the Bonds will be applied to make loans in an aggregate principal amount of up to $135,000,000 (collectively, the "Loans") to the Agency pursuant to the Montalvin Manor Loan Agreement.and pursuant to supplements to the ;;Montalvin Manor Loan Agreement and the Existing Loan Agreements (collectively, the "Supplements"), each between th1e Agency and the Authority; and WHEREAS, the Agency desires that tax increment funds set aside for low and moderate income housing pursuant to California Health and Safety Code Section 33334.2 with respect to each of the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas be available to make up deficiencies, if any should arise, in certain reserve funds established under the Loan Agreements for any other of those project areas. which reserves are, pursuant to'l the applicable Loan Agreements, to be funded with tax increment set aside for low and moderate income housing pursuant to California Health and Safety Code Section 33334.2, and serve as reserves for ;the payment of Loans made pursuant to the applicable Supplements and the Montalvin Manor Loan Agreement the proceeds of which will be used to increase and improve the supply of low and moderate income housing in the County; and d . RESOLUTION NO. 2007/235 If i WHEREAS, the expenditure of tax increment funds set aside for low and moderate income housing pursuant to California Health and Safety Code Section 33334.2 with respect to each of the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project;Areas at any location within the unincorporated area of the County, including within the North Richmond, Bay Point, Rodeo or Montalvin Manor Redevelopment Project Areas, would be of benefit to each of those redevelopment project areas by providing additional affordable housing that reduces the deficit of affordable housing in the County and by providing housing for those who are or will be employed in those projectiiareas, therefore promoting the economic growth in the County including within the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas; and WHEREAS, the County has on this date held all duly noticed public hearing on the financing of. the Improvements with the proceeds of the Bonds, as required by Section 6586.5(a) of the Code; and WHEREAS, the Board of Supervisors of the County now desires to make a finding of significant public benefit, pursuant to Section 6586.5(a)(2) of the Code, and to approve of the financing of he Improvements and the transactions contemplated by the Bonds and the Loans. NOW, THEREFORE, BE IT BY THE BOARD RESOLVED as follows: i. Section 1. The Board of Supervisorsof the County hereby finds that significant public benefits will arise from the financing of the Improvements with the proceeds of the Bonds and the Loans, in accordance with Section 6586 of the Code, in that the financing will result in demonstrable savings in effective interest rates, bond preparation, bond underwriting and bond issuance. Section 2. The Board of Supervisors of the County hereby finds, pursuant to subsection (g) of Section 33334.2 of the California Health and Safety Code, that the use of the tax increment funds set aside for low and moderate income housing with respect to each of the Agency's North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas to make up deficiencies, if any should arise, in the reserve funds established under the Loan Agreements or thIe Supplements thereto pursuant to which proceeds of the respective Loans are to be deposited to the Agency's Low and Moderate Income Housing Accounts (the "Housing Loans"), will, to the extent it permits tax increment funds. generated from each of the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project.Areas to be used to pay debt service on the Housing Loans the proceeds of which were used outside of the project area from which the tax increment funds were generated, bel,' of benefit to the project.area from which the tax increment funds were generated and the remainder of the unincorporated area oftthe County by providing additional affordable housing that reduces the deficit of affordable housing in the County and by providing housing for those who are or will be employed in those project areas, !'therefore promoting the economic growth in the County including within the North Richmond,'`Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas. Section 3. The Board of Supervisors of the County hereby approves the financing of the Improvements with the proceeds of the Bonds and the Loans, the issuance of the Bonds by the Authority, the entering into of the Montalvin Manor Loan Agreement and the Supplements by the Agency and the Loans made to the Agency pursuant to the Montalvin Manor Loan Agreement and the other Loan Agreements as amended by the Supplements, and the application of a portion of the proceeds of the Loans to repay portions of the Existing Loans, to defease a portion of the Prior Bonds land to fund redevelopment and housing activities of the Agency. .i Section 4. This Resolution shall take effect upon its adoption. I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date hown: ATTESTED: JOHN CULLEN, Clerk of the Board of Supervisors and County Administrator B puty 03012.03:J9206 4/24/07 it RESOLUTION NO. 2007/235 ii 0 THE GOVERNING BOARD OF THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY Adopted this Resolution on May 1, 2007, by the following vote: AYES: Gioia, Uilkema, Bonilla, Glover and Piepho NOES: None ABSENT: None J ABSTAIN: None Resolution No. 2007/236 In the Matter of Resolution Authorizing the ) Borrowing of Funds From the Countyof Contra ) Costa Public Financing Authority Relating to the ) Agency's Contra Costa Centre, North ) Richmond, Bay Point, Rodeo and �Montalvin ) Manor Redevelopment Projects and !Approving ) Related Documents and Actions; and Making ) Certain Benefit Findings Related to Affordable ) Housing WHEREAS, the County of Contra Costa (the "County") and the Contra Costa County Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the County of Contra Costa Public Financing Authority (the "Authority") for the purpose, among others, of issuing its bonds to be used to provide financial assistance to the Agency; and WHEREAS, the Agency is undertaking to assist the redevelopment of its Contra Costa Centre (formerly Pleasant Hill BART), North Richmond, Bay Point,'.'(formerly West Pittsburg), Rodeo and Montalvin Manor Redevelopment Projects (collectively',, the "Redevelopment Projects"), and the Agency has,previously entered into four separate loan agreements with respect tothe Contra Costa Centre, North Richmond, Bay Point and Rodeo Redevelopment Projects (col„lectively, the ".Existing Loan Agreements") with the Authority pursuant to which the Authority has made loans to the Agency (collectively, the "Existing Loans") from the proceeds of revenue bonds issued by the Authority for such purpose (collectively, the "Prior Bonds"); and WHEREAS, the Agency has determined that due to prevailing financial market conditions it is in the best interests of the Agency to realize interest rate savings by prepaying a portion of the Existing Loans, and the Agency has requested the Authority to lend it funds in an amount sufficient for such purpose and also.to provide additional financing for the Redevelopment Projects, including financing for certain low and moderate income housing programs of the Agency; and WHEREAS, in order to provide funding for redevelopment activities of benefit to the Montalvin Manor Redevelopment Project, the Agency has requested that the Authority enter into a loan agreement with respect to the Montalvin Manor Redevelopment Project (the "Montalvin Manor Loan Agreement," and, collectively with the Existing Loan Agreements, the ``Loan Agreements"); and WHEREAS, for the purpose of raising funds.necessary to provide such financial assistance to the Agency, the Authority proposes to authorize the issuance of four series of its revenue bonds (collectively, the "Bonds") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the i"Act") designated as the "Series A Bonds," the "Series A-T Bonds," the "Subordinate Series BBonds" and the "Subordinate Series B-T Bonds" in the Indenture identified below; and WHEREAS, theP roceeds of the Bonds will be applied to make loans (collectively the "Loans") to the Agency pursuant to the Montalvin Manor Loan Agreeme6t and pursuant to supplements to the Montalvin Manor Loan Agreement and the Existing Loan' Agreements (collectively, the "Supplements"), each between the Agency and the Authority; and WHEREAS, the Agency desires that tax increment funds set aside for low and moderate income housing pursuant to California Health and lSafety Code Section 33334.2 with respect to each of the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas be available to make up deficiencies, if any should arise, in certain reserve funds established under the Loan Agreements for any other of those project areas which reserves are, pursuant to the applicable Loan Agreements, to be funded with tax r ii RESOLUTION NO. 2007/236 ii II li p increment set aside for low and moderate income housingpursuant to California Health and Safety Code Section 33334.2, and serve as reserves for the payment of Loans made pursuant to the applicable Supplements and the Montalvin ManoriLoan Agreement the proceeds of which will be used to increase and improve the supply of low and moderate income housing in the County; and WHEREAS, the expenditure of tax increment funds set aside for low and moderate income housing pursuant to California Health and Safety Code Section 33334.2 with respect to each of the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas at any location within the unincorporated area of the County, including within the North Richmond, Bay Point, Rodeo or Montalvin Manor Redevelopment Project Areas, would be of benefit toy each of those redevelopment project areas by providing additional affordable housing that reduces the deficit of affordable housing in the County and by providing housing for those who are or will be employed in' those project areas, therefore promoting the economic growth in the County including within the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas; and u WHEREAS, the firm of Stone & Youngberg LLC (the "Underwriter") has proposed to purchase and underwrite the Bonds and there has been presented to the Agency a form of Purchase Agreement for the Bonds, to be entered into among the Authority, the Agency and the Underwriter (the "Purchase Agreement") and there has been presented to the Agency a proposed form of official statement (the "Official Statement") describing the Bonds, to be used in connection with the marketing of the Bonds by the Underwriter; and WHEREAS, the Agency has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Agency. NOW, THEREFORE, BE IT BY THE BOARD RESOLVED as follows: Section 1. Findings and Determinations. Pursuant'to the Act, the Agency hereby finds and determines that the issuance of the Bonds will resultjjin savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the members of the Authority within the contemplation of Section 6586 of the 'Act. Section 2. Approval of Loans from Authority; Supplements to Loan Agreements. The Agency hereby authorizes and approves the borrowing by the Agency from the Authority of the proceeds of the Bonds pursuant to and in accordance with ithe provisionsuof the Loan Agreements and the Supplements; provided that the aggregate principal amount of the Loans does not exceed $135,000,000. The Agency hereby approves the Montalvin Manor Loan(; I • II amount thereof (not taking into account any originate issue discount on the sale thereof) and the average interest rate on the Series A Bonds shall not exceed five and five tenths percent (5.50%) per annum, the average interest rate on the Subordinate Series B Bonds shall not exceed six and five tenths percent (6.50%) per annum, the average interest rate on the Series A-T Bonds shall not.exceed seven percent (7.00%) per annum, and the average interest rate on any Subordinate Series B-T Bonds shall not exceed eight percent (8.00%) per annum. Section 5. Official Statement. The Agency hereby approves the preparation of, and hereby authorizes the Designated Officers, each acting alone, to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, a preliminary form of the Official Statement for the Bonds. Distribution of such preliminary Official Statements by the Underwriter is hereby approved. The Designated Officers, each acting alone, are hereby authorized to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as the Deputy Director - Redevelopment shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Agency shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be ,''executed in the name and on behalf of the Agency by a Designated Officer. Section 6. Continuing Disclosure Certificate. The Continuing Disclosure.Certificate, in the form on file with the Secretary, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed, for and in the name of and on behalf of the:Agency, to execute and deliver the Continuing Disclosure Certificate in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Deputy Director;;—Redevelopment, the approval of such changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Continuing Disclosure Certificate. Section 7. Findings of Benefit. The Agency hereby finds, pursuant to subsection (g) of Section 33334.2 of the California Health and Safety Code, that the use of!'the tax increment funds set aside for low and moderate income housing with respect to each of the Agency's North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas to make up deficiencies, if any should arise, in the reserve funds established under the Loan Agreements or Supplements thereto pursuant to which proceeds of the respective Loans are to be deposited to the Agency's Low and Moderate Income Housing Accounts (the "Housing Loans"), will, to the extent it permits tax increment funds generated,from each of the North Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas to,.be used to pay debt service on the Housing Loans the proceeds of which were used outside of the project'area from which the tax increment funds were generated, be of benefit to the project area from which the taxiiincrement funds were generated and the remainder of the unincorporated area of the Countyi by providing additional affordable housing that reduces the deficit of affordable housing in the County and by providing housing for those who are or will be employed in those project areas, therefore promoting the economic growth in the County including within the North. Richmond, Bay Point, Rodeo and Montalvin Manor Redevelopment Project Areas. Section 8. Official Actions. The Chair, the Executive Director, the Assistant Executive Director, the Deputy Executive Director, the Deputy Director - Redevelopment, the Secretary and any and all other officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the i'Bonds, the funding of the Loans, the defeasance of a portion of the Prior Bonds and prepayment of a portionof the Prior Loans as described in the documents approved herein. Section 9. Effective Date. This Resolution shall take effect upon its adoption. ii I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Governing Board on the date shown: ATTESTED: JOHN CULLEN,Secretary of the Contra Costa County Redevelopment Agency and County Administrator By Deputy 03012.03:J9205 4/24/07 I II II RESOLUTION NO. 2007/236 i li i ii ii !I !I o7 THE BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY i.' Adopted this Resolution on May 1, 2007, by the following vote: AYES: Gioia,Uilkema,Bonilla, Glover and Piepho NOES: None ABSENT: None ABSTAIN: None ii Resolution No. 2007/237 In the Matter of Resolution Authorizing the ) Issuance of Revenue Bonds to Make Loans to ) the Contra Costa County Redevelopment ) Agency in Connection With Its Contra Costa ) Centre, North Richmond, Bay Point; Rodeo ) and Montalvin Manor Redevelopment Projects, ) and Approving Related Documents and ) Actions WHEREAS, the County of Contra Costa (the "County') and the Contra Costa County Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the County of Contra Costa Public Financing Authority (the "Authority") for the purpose, among others, of issuing its bonds to be used to provide financial assistance to the Agency; and u WHEREAS, the Agency is undertaking to assist the redevelopment of its Contra Costa Centre (formerly Pleasant Hill BART), North Richmond, Bay Point #ormerly West Pittsburg), Rodeo and Montalvin Manor Redevelopment Projects (collectively,'; the "Redevelopment Projects"), and the Agency has previously entered into four separate loan agreements with respect to the Contra Costa Centre, North Richmond, Bay Point and 11 Rodeo Redevelopment Projects (collectively, the "Existing Loan Agreements") with the Authority pursuant to which the Authority has made loans..to the Agency (collectively, the "Existing Loans") from the proceeds of revenue bonds issued by the Authority for such purpose (collectively, the "Prior Bonds"); and WHEREAS, the Agency has determined that duejto prevailing financial market conditions it is in the best interests of the Agency to realize interest rate savings by prepaying a portion of the Existing Loans, and the Agency has requested the Authority to lend it funds in an amount sufficient for such purpose and also to provide additional financing for the Redevelopment:i Projects, including financing for certain low and moderate income housing programs of the Agency; and WHEREAS, in order to provide funding for redevelopment activities of benefit to the Montalvin Manor Redevelopment Project, the Agency,'has requested that the Authority enter into a loan agreement with respect to the Montalvin Manor Redevelopment Project (the "Montalvin Manor Loan Agreement," and, collectively with the Existing Loan Agreements, the "Loan Agreements"); and p WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the Agency, the Authority proposes to authorize the issuance of four series of its revenue bonds (collectively, the "Bonds") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the ``Act") designated as the "Series A Bonds," the "Series A-T Bonds," the "Subordinate Series B Bonds" and the "Subordinate Series B-T Bonds" in the Indenture identified below; and WHEREAS, the proceeds of the Bonds will be applied to make loans (collectively, the "Loans") to the Agency pursuant to the Montalvin Manor Loan Agreement and pursuant to supplements to.the Montalvin Manor Loan Agreement and the Existing Loan;;Agreements (collectively, the "Supplements"), each between the Agency and the Authority, and a portion of the proceeds of the Loans will be used to finance various improvements (the "Improvements") located in the,County and within or of benefit to the Redevelopment Projects; and WHEREAS, the Board of Supervisors of the County has held a duly noticed public hearing with respect to the financing of the Improvements, and has made a, finding' of significant public benefits in connection with the issuance of the Bonds and the usei'of the proceeds thereof to finance the Improvements; and WHEREAS, the firm of Stone & Youngberg LLC (the "Underwriter") has proposed to purchase.and underwrite the Bonds and there has been presented to the Authority a form of Purchase Agreement for the Bonds, to be entered into among the Authority, ;11 the Agency and the Underwriter (the "Purchase Agreement") and there has been presented to the Authority al!proposed form of an official statement (the "Official Statement") describing the Bonds, to be used in connection with the marketing thereof by the Underwriter; and p RESOLUTION NO. 2007/237 i II II ' II n -D, / l WHEREAS, the Board of Directors (the "Board") of the Authority has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority. II NOW, THEREFORE, BE IT BY THE BOARD RESOLVED as follows: Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in Isignificant public benefits to its members within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds; Approval of Indenture!I The Board hereby authorizes the issuance of the Bonds in a maximum aggregate principal amount of $135,000,000. The Bonds shall be issued pursuant.to the Indenture of Trust, by and between' the Authority] and U.S. Bank National Association, as trustee (the "Indenture") in the form on file with the Secretary. The Board hereby approves the Indenture in such form. The Chair, Executive Director, Assistant Executive Director, and Deputy Executive Director (the "Designated Officers"), each acting alone, are hereby authorized and directed to execute the Indenture for and in the name and on behalf of the Authority in such form, together with such additions thereto and changes therein as the Deputy Executive Director of the Authority shall deem necessary, desirable or appropriate, and the execution of the Indenture by a Designated Officer shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Loans to Agency; Supplements to Loan Agreements. The Board hereby authorizes and approves the loan of the Bond proceeds by the Authority to the Agency pursuant to and in accordance with the provisions of the Loan Agreements, as amended and supplemented by the Supplements. The Board hereby approves the Montalvin Manor Loan Agreement and the Supplements in the respective forms on file with the Secretary. The Designated Officers, each acting alone, are hereby authorized and directed to execute each of the Montalvin Manor Loan Agreement and the Supplements for and in the name and on behalf of the Authority in such forms,�l together with such additions thereto and changes therein as the Deputy Executive Director of the Authority shall deem necessary, desirable or appropriate (including but not limited to provisions thereof related to the specific portions ofthe Existing Loans to be prepaid), the execution of which by a Designated Officer shall be conclusive evidence of the approval of any such additions and changes. The Authority hereby authorizes the delivery and performance of the Montalvin. Manor Loan Agreement and the Supplements. I i Section 4. Sale of Bonds. The Board hereby approves the sale of the Bonds by the Authority by negotiation with the Underwriter, pursuant to the Purchase Agreement in the form on file with the Secretary. The Designated Officers, each acting allone, are hereby authorized and directed to. execute the Purchase Agreement for and in the name and on behalf ofl�the Authority in such form, together with such additions thereto and changes therein as the Deputy Executive Director of the Authority shall deem necessary, desirable or appropriate, the execution of which by the Deputy Executive Director shall be conclusive evidence of the approval of any such additions and changes, upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable,to the Deputy l�Executive Director of the Authority and consistent with the requirements of this Resolution. The amount of Underwriters discount for the Bonds shall be not more than two and one-half percent (2.50%) of the par, amount thereof (not taking into account any original issue discount on the sale thereof) and the average interest rate on the Series A Bonds shall not exceed five and five tenths percent (5.50%) per annum, the average interest rate on the Subordinate Series B Bonds shall not exceed six and five tenths percent (6.50%) per annum, the average interest rate on the Series A-T Bonds shall not exceed seven percent (7.00%) per annum, andlthe average interest rate on any Subordinate Series B-T Bonds shall not exceed eight percent (8.00%) per annum. Section 5. Official Statement. The Board hereby approves the preparation of, and hereby authorizes the Designated Officers, each acting alone, to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, a preliminary form of the Official Statement for.the. Bonds. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The Designated. Officers, each acting ?alone, are hereby authorized to execute the final form of the Official Statement, including as it may be,modified by such additions thereto and changes therein as the Deputy Executive Director of the Authority shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Authority shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the nam" a and on behalf of the Authority by a Designated Officer. ii Section 6. Defeasance of the Prior Bonds. The Authority consents to the use of proceeds of the Bonds for the defeasance of a portion of the Prior Bonds and the prepayment of portions of the Existing Loans pursuant to one or more Escrow Deposit and Trust Agreements, each by and among the Agency, the Authority and U.S. Bank National Association, as escrow bank (collectively, the "Escrow Agreements"). The Authority hereby approves the Escrow Agreements .in the form onjfile with the Secretary, together with such additions thereto and changes therein as the Deputy Executive Diirector of the Authority shall deem necessary, desirable or appropriate, and the execution thereof by a Designated Officer.shall be conclusive evidence of the approval of. any such additions and changes.IThe Designated Officers, each acting alone, are hereby authorized and directed to execute the Escrow Agreements for and in the name and on behalf of the Authority. The Authority RESOLUTION NO. 2007/237 II II l hereby authorizes the delivery and perrformance of the Escrow Agreements. The specific portions of the Existing Loans to be prepaid, and the Prior Bonds to be defeased, shall be determined by the Deputy Executive Director — Redevelopment of, the Agency, upon consultation with the Underwriter, as in the best interests of the Agency, and shall be as ''reflected in the!Escrow Agreements as so executed. Section 7. Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in the form on file with the Secretary, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute (if required by disclosure counsel) and deliver the Continuing Disclosure Certificate in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Deputy Executive Director, the approval of such changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Continuing Disclosure Certificate. Section 8. Designation of Bond Counsel and Disclosure Counsel. The law firm of Quint & Thimmig LLP is hereby designated as bond counsel to the Authority, and the law firmof Jones Hall, A Professional Law Corporation, is hereby designated as i�disclosure counsel for the Authority, with respect to the Bonds. The Deputy Executive Director is hereby authorized and "directed to execute agreements with said firms for their services in connection with the Bonds,;;provided that 'payment of the fees and expenses of such firms shall be contingent upon the issuance of, and payable solely from the proceeds of, the Bonds. Section 9. Official Actions. The Chair, the Executive Director, the Assistant Executive. Director, the Deputy Executive Director, the Secretary and; any and all other officers of the Authority are hereby authorized and directed, for and in the name and oni behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they,.or any,of them, may deem necessary or advisable in, order to consummate the lawful issuance and sale of the Bonds, the funding of the Loans, the defeasance] of a portion of the Prior.Bonds and the prepayment of a portion of the Prior Loans, and the consummation"of the transactions on the part of the Authority as described in the documents approved herein. II Section 10. Effective Date. This Resolution shall take effect upon its adoption. 1 hereby certify that this is a true and correct copy of ari action taken and entered on the minutes of the Board of Directors on the date shown: ATTESTED: JOHN CULLEN, Secretary of the Board of Directors and County Administrator I By eputy 03012.03:J9204 4/24/07 i ii u i I ' i 'I r, SII RESOLUTION NO: 2007/237 II ii II V ,I