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HomeMy WebLinkAboutRESOLUTIONS - 01012003 - 2003-424 �l RESOLUSTION NOa 20031424 Y , A RESOLUTION OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY AUmOmzm THE DANCE OF REVENUE BONDS TO MAKE LOANS TO THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY IN CONNECPiON WITH ITS PLEASANT HILL BART,NORTH RICHMOND,BAY POINT AND RODEO 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 Rodeo Redevelopment Projects (collectively, the "Redevelopment Projects"), and the Agency has previously entered into a loan agreement with respect to its Pleasant Hill Redevelopment Project (the "Prior Pleasant Hill Loan A.greement") with the Authority pursuant to which the Authority has made a loan to the Agency (the "Prior Pleasant Hill Loan") from the proceeds of revenue bonds issued by the Authority for such purpose (the"Prior Bonds") a portion of which Prior Pleasant Hill Loan remains outstanding; 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 the portion of the Prior Pleasant Hill Loan that is outstanding 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, 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 three 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" and the "Series B 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 supplements to the Prior Pleasant Hill Loan Agreement and to other existing loan agreements with respect to the North Richmond, Bay Point and Rodeo Project Areas (collectively, the "Loan Agreements" and the "Supplements," respectively), 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 WHEREAS, the Board of Supervisors of the County has held a duly noticed public hearing with respect to the finan 'ng 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 2003/424 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 and one-half percent (2.5017o) of the ar amount thereof (not taking into account any original issue discount on the sale thereof and (a) the average interest rate on the Series A Bonds shall not exceed six and one- half percent(6.501%'0)per annum,and (b) the average interest rate on the Series A-T Bonds and the Series B Bonds shall not exceed nine percent(9.0)0%`0)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 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 De uty 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. Notwithstanding the foreFing, if determined by the Deputy Executive Director as advantageous in connection with the marketing of the Bonds,the Preliminary Official Statement a i rate Preliminary Official Statement and Official Statement for the Series A Bonds and the Series A-T Bonds, and for the Series B Bonds. In such event,all references herein to the Preliminary Official Statement and the Official Statement are hereby deemed to refer to sets of Preliminary Official Statements and Official Statements, each in the form acceptable to the Deputy Executive Director. 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 the Prior Pleasant Hill Loan pursuant to an Escrow Deposit and Trust Agreement by and among the Agency, the Authority and U.S. Bank 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 charges. 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. Notwithstanding the foregoing,if determined by the Deputy Executive Director as cost effective for the Agency and the Authority, the Escrow Agreement and the other documents approved by this Resolution may be modified to include provisions related to the refunding and defeasance of all or a portion of an outstanding loan by the Authority to the Agency related to the Bay Point Redevelopment Project and any related bonds of the Authority. 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 firm of McFarlin&Anderson LLP 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 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 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 the Prior Pleasant Hill Loan (and, if determined to be cost effective by the Deputy Executive Director, the reftinding of a portion of a prior Bay Point Redevelopment Project loan and related bonds), and the consummation of the transactions on the part of the Authority as described in the documents approved herein. Section 10. Effective Bata. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 24th day of June, 2003 by the following vote: AYES: Supervisors Gioia, Uilkema, Glover and DeSaulnier NOES: None ABSENT: None ABSTAIN: None District III Seat Vacant By:—&*& Chair,County of Contra Costa Public Financing Authority ATTEST:Authority Secretary 11 By: IL ? L �-- Deputy 03012.02.j6785 6/16/03 f I HEREBY CERTIFY that the foregoing resolution was duly and regularly passed and adapted by the County of Centra Costa Public Financing Authority at a regular meeting thereof held on the 24h day of June,2003 and that the foregoing is a full, true and correct copy of said Resolution. Secretary of the County of Contra Costa Public Financing Authority By. �IL Deputy -6- 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 an 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 Indentures. The Board hereby authorizes the issuance of the Bonds in a maximum aggregate principal amount not to exceed $68,000,000. The Bonds shall be issued pursuant to one or more Indentures of Trust,each by and between the Authority and U.S. Bank National Association, as trustee (collectively, the "Indenture"). The Board hereby approves the Indenture in the respective forms 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 forms, 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 the consolidation of the two forms of the Indenture into a single Indenture), 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, as amended and supplemented by the Supplements. The Board hereby approves 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 Supplements 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 but not limited to the consolidation of the two Supplements for each Redevelopment Project into a single Supplement for each Redevelopment Project), 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 Supplements. Section & 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 _26 i