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HomeMy WebLinkAboutRESOLUTIONS - 01012003 - 2003-425 It RESOLUTION NO. 2 Q Q 31 25 1 G A RESOLUTION OF THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY AUTHORIZING 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 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 Agreement") 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 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 2003/425 i 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 I 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 the provisions of the Loan Agreements and the Supplements;provided that the aggregate principal amount of the Loans does not exceed $68,000,000. The Agency hereby approves the Supplements 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 Supplements 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 (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 Agency hereby authorizes the delivery and performance of the Supplements. Section 3. Refunding of the Prior Loan Agreements. A portion of the proceeds of the Bonds will be applied to refinance the Agency`s obligations under the Prior Pleasant Hill Loan Agreement and to defease a portion of the Prior Bonds pursuant to an Escrow Deposit and 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. Notwithstanding the foregoing,if determined by the Deputy Director– Redevelopment as cost effective for the Agency, 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 4. 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 -2- i 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 and one-half percent (2.50%) of the par 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(6.507o)per annum,and(b)the average interest rate on the Series A-T Bonds and the Series B Bonds shall not exceed nine percent (5.00%) 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 pre ' Official Statements 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 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. Notwithstanding the foregoing, if determined by the Deputy Director- Redevelopment as advantageous in connection with the marketing of the Bonds, the Preliminary Official Statement and the Official Statement may be recast in the form of a separate 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 Director-Redevelopment. 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. 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 the Prior Pleasant Hill Loan(and, if determined to be cost effective by the Deputy Director - Redevelopment, the refunding of a portion of a prior Bay Point Redevelopment Project loan and related bonds) as described in the documents approved herein. -3- i Section S. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED on June 24, 2003 by the following vote: AYES: Supervisors Gioia, Uilkema, Glover and DeSaulnier NOES: None ABSENT: None ABSTAIN: None District III Seat Vacant ATTEST: Agency Secretary By: Deputy 03012.02j6784 6/16/03 I