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HomeMy WebLinkAboutRESOLUTIONS - 01011999 - 99-124 rev RESOLUTION NO. 99/124 A RESOLUTION OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS TO MAKE LOANS TO THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY IN CONNECTION WITH ITS PLEASANT HILL BART,NORTH RICHMOND,BAY POINT,RODEO AND OAKLEY 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 Joust 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 Pleasant Hill BART, North Richmond, Bay Point and Oakley Redevelopment Projects (collectively, the "Redevelopment Projects"), and the Agency has previously entered into various loan agreements (collectively, the "Prior Loan Agreements") with the Authority pursuant to which the Authority has made various loans to the Agency (collectively, the "Prior Loans") from the proceeds of revenue bonds issued by the Authority for such purpose(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 refunding all or designated portions of the Prior Loans at this time, 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 and financing for the Rodeo Redevelopment Project, including certain low and moderate income housing programs of the Agency;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 its revenue bonds (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"), to be designated as the County of Contra Costa Public Financing Authority 1999 Tax Allocation Revenue Bonds (Pleasant Hill BART, North Richmond, Bay Point, Rodeo -and Oakley Redevelopment Project Areas);and WHEREAS, the proceeds of the Bonds will be applied to make loans (collectively, the "Loans") to the Agency pursuant to loan agreements, in the case of the Oakley and Rodeo Project Areas (collectively, the "Loan Agreements"), or supplements to the Prior Loan Agreements in the case of the Pleasant Hill BART, North Richmond and Bay Point Project Areas (collectively, the "Supplements"), as applicable, 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/or the Rodeo Redevelopment Project;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 use 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,the Agency and the Underwriter (the "Purchase Agreement") and there has been presented to the Authority a proposed form of official statement(the "Official Statement") describing the Bonds, to be used in connection with the marketing thereof by the Underwriter;and 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. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the County of Contra Costa Public Financing Authority 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 significant public benefits to its members within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds;Approval of Indenture. The Board hereby authorizes the issuance of the Bonds in a maximum aggregate principal amount not to exceed $50,000,000. The Bonds shall be issued pursuant to an Indenture of Trust,by and between the Authority and U.S. Bank Trust National Association, as trustee (the "Indenture"). The Board hereby approves the Indenture in the form on file with the Secretary. 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,the execution of which 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; 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 and the Supplements,as applicable. The Board hereby approves the Loan Agreements 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 Loan Agreements for and in the name and on behalf of the Authority in such forms,together with such additions thereto and changes therein as the Deputy Executive Director of the Authority shall deem necessary, desirable or appropriate(including,if requested by the Deputy Director-Redevelopmer►t of the Agency,the addition of an escrow for a portion of the proceeds of the Loan for the Pleasant Hill BART Redevelopment Project, and related prepayment provisions), 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 Loan Agreements. Section 4. Amendment of Prior Loan Agreements. The First Supplement to Pleasant Hill Loan Agreement, the Second Supplement to North Richmond Loan Agreement and the Second Supplement to West Pittsburg Loan Agreement(collectively,the"Supplements"),in the respective forms on file with the Secretary,are 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 and deliver the Supplements in said forms,with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Deputy Executive 2 Director, the approval of sur-h changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Supplements. The Authority hereby authorizes the delivery and performance of the Supplements. Section 5. 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 alone, are hereby authorized and directed to execute the Purchase Agreement 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, 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 Executive Director of the Authority and consistent with the requirements of this Resolution. The amount of Underwriter's discount for the Bonds shall be not more than two percent (2%) of the par amount thereof(not taking into account any original issue discount on the sale thereof) and the average interest rate on the Bonds shall not exceed six percent(6°!®)per annum. Section 6. 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 describing 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 name and on behalf of the Authority by a Designated Officer. Section 7. 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 a portion of the Prior Loans pursuant to an Escrow Deposit and Trust Agreement by and among the Agency, the Authority and U.S. Bank Trust National Association, as escrow bank (the "Escrow Agreement").The Authority hereby approves the Escrow Agreement in the form on file with the Secretary, 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 thereof by a Designated Officer shall be conclusive evidence of the approval of any such additions and changes.The Designated Officers,each acting alone, are hereby authorized and directed to execute the Escrow Agreement for and in the name and on behalf of the Authority. The Authority hereby authorizes the delivery and performance of the Escrow Agreement. Section 8. 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 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. 3 f Section 9. Designation of Bond Counsel and Disclosure Counsel. The law firm of Quint & Thimxnig LLP is hereby designated as bond counsel to the Authority, and the law firm of Jones Hall is hereby designated as 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 10. 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 on 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 refunding; of a portion of the Prior Bonds and refinancing 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. Section 11. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 23rd day of March, 1999 by the following vote: AYES: Supervisors Gioia, Uilkema, GerbdrV DeSaulnier, Canciamilla NOES: Mone ABSENT: None ABSTAIN: None By h ,Co- uytTy of Contra Costa Public Financing Authority ATTEST: Phil Batchelor, Authority Secretary Deputy 03012.01:J4078 3/22/99 4 I HEREBY CERTIFY that the foregoing resolution was duly and regularly passed and adopted by the County of Contra Costa Public Financing Authority at a regular meeting thereof held on the 23rd day of March, 1999 and that the foregoing is a full, true and correct copy of said Resolution. Phil Batchelor,Secretary of the County of Contra Costa Public Financing Authority By: Deputy 5 t rev RESOLUTION NO. RA 99-01 A RESOLUTION OF THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY AUTHORM14G THE BORROWING OF FUNDS FROM THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RELATING TO THE AGENCY'S PLEASANT HILL BART,NORTH RICHMOND,BAY POINT,RODEO AND OAKLEY 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 WHEREAS, the Agency is undertaking to assist the redevelopment of its Pleasant Hill BART, North Richmond, Bay Point and Oakley Redevelopment Projects (collectively, the "Redevelopment Projects"), and the Agency has previously entered into various loan agreements (collectively, the "Prior Loan Agreements") with the Authority pursuant to which the Authority has made various loans to the Agency (collectively, the "Prior Loans") from the proceeds of revenue bonds issued by the Authority for such purpose(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 refunding all or designated portions of the Prior Loans at this time, 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 and financing for the Rodeo Redevelopment Project, including certain low and moderate income housing programs of the Agency,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 its revenue bonds (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"), to be designated as the County of Contra Costa Public Financing Authority 1999 Tax Allocation Revenue Bonds (Pleasant Hill BART, North Richmond, Bay Point, Rodeo and Oakley Redevelopment Project Areas),and WHEREAS, the proceeds of the Bonds will be applied to make loans (collectively the "Loans") to the Agency pursuant to loan agreements, in the case of the Oakley and Rodeo Project Areas (collectively, the "Loan Agreements"), or supplements to the Prior Loan Agreements, in the case of the Pleasant Hill BART, North Richmond and Bay Point Project Areas (collectively, the "Supplements"), as applicable, each between the Agency and the Authority,and WHEREAS, the firm of Stone k 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 t Y 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 RESOLVED, by the Contra Costa County Redevelopment Agency as follows. Section 1. Findings and Determinations. Pursuant to the Act,the Agency 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 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;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 the provisions of the Loan Agreements and the Supplements; provided that the aggregate principal amount of the Loans does not exceed $50,000,000. The Agency hereby approves the Loan Agreements in the respective forms on file with the Secretary. The Chair, Executive Director, Assistant Executive Director, Deputy Executive Director and Deputy Director - Redevelopment (the "Designated Officers"), each acting alone,are hereby authorized and directed to execute the Loan Agreements for and in the name and on behalf of the Agency, in such forms, together with such additions thereto and changes therein as the Deputy Director--Redevelopment shall deem necessary, desirable or appropriate,the execution of which by a Designated Officer shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the delivery and performance of the Loan Agreements. Section 3. Amendment of Prior Loan Agreements. The First Supplement to Pleasant Hill Loan Agreement, the Second Supplement to North Richmond Loan Agreement and the Second Supplement to West Pittsburg Loan Agreement(collectively,the"Supplements"),in the respective forms on file with the Secretary,are 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 Supplements in said forms,with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Deputy Director - Redevelopment (including, if in the opinion of the Deputy Director - Redevelopment it is efficient financially for the Agency, the addition of an escrow for a portion of the Loan for the Pleasant Hill BART Redevelopment Project and related prepayment provisions to the applicable Supplement), the approval of such changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Supplements. The Agency hereby authorizes the delivery and performance of the Supplements. Section 4 Refunding of the Prior Loan Agreements. A portion of the proceeds of the Bonds will be applied to refinance a portion of the Agency's obligations under the Prior Loan Agreements and to defease a portion of the Prior Bonds pursuant to an Escrow Deposit and Trust Agreement by and among the Agency, the Authority and U.S. Bank Trust National Association, as escrow bank (the "Escrow Agreement"). The Agency hereby approves the Escrow Agreement in the form on file with the Secretary, together with such additions thereto and changes therein as the Deputy Director--Redevelopment shall deem necessary,desirable or appropriate, and the execution thereof by a Designated Officers shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting along, are hereby authorized and directed to execute the final form of the Escrow Agreement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Escrow Agreement. 2 r Section S. Sale of Bonds. The Agency 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 alone, are hereby authorized and directed to execute the Purchase Agreement for and in the name and on behalf of the Agency in such form, together with such additions thereto and changes therein as the Deputy Director—Redevelopment shall deem necessary, desirable or appropriate, the execution of which by the Agency shall be conclusive evidence*of the approval of such additions and changes,upon the submission of an offer by the Underwriter to purchase the Bonds,which offer is acceptable to the Deputy Director-Redevelopment and consistent with the requirements of this Resolution. The amount of Underwriter's discount for the Bonds shall be not more than two percent(20/6) of the par amount thereof(not taking into account any original issue discount on the sale thereof) and the average interest rate on the Bonds shall not exceed six percent(6%) per annum. Section 6. 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, the preliminary form of the Official Statement describing 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 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 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 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 S. 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 Bonds, the making of the Loans and the refunding of a portion of the Prior Bonds and :refinancing of a portion of the Prior Loans as described in the documents approved herein. 3 Section 9. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED on March 23, 1999 by the following vote: AYES: SUPERVISORS GIOIA, UIIX MA., GERBER, DeSA'.UI�NIER AND CANCIAMIU A NOES: NONE ABSENT: NONE ABSTAIN: NONE ATTEST: Phil Batchelor,Agency Secretary By: Deputy 03012.01:14079 3/9/" 4