HomeMy WebLinkAboutMINUTES - 05181999 - C118 "Refunding Debt" means any loan, bond, note, advance or indebtedness payable from
Tax Revenues on a parity with the Loan; provided that the proceeds thereof are used to refund
all or a portion of the Loan or any Parity Debt (and to pay costs of issuance of and fund a
reserve fund for such Refunding Debt), and the debt service due on such Refunding Debt in any
Bond Year in which the Loan or such Parity Debt is Outstanding is not greater than the debt
service due on the portion of the Loan or any Parity Debt refunded with the proceeds of such
Refunding Debt.
"Reimbursement Agreements" means, collectively, any agreements entered into by the
Agency which are permitted under Section 4.09, under which the Agency is obligated to pay or
cause to be paid to other entities amounts which would otherwise be treated as Tax Revenues.
"Report" means a document in writing signed by an Independent Redevelopment
Consultant and including: (a) a statement that the person or firm making or giving such Report
has read the pertinent provisions of this Loan Agreement to which such Report relates; (b) a
brief statement as to the nature and scope of the examination or investigation upon which the
Report is based; and (e) a statement that, in the opinion of such person or firm, sufficient
examination or investigation was made as is necessary to enable said consultant to express an
informed opinion with respect to the subject matter referred to in the Report.
"Reserve Fund" means the fund established and held hereunder by the Trustee pursuant
to Section 2.08.
"Reserve Requirement"means,as of any calculation date, an amount equal to Maximum
Annual Debt Service. The Reserve Requirement as of the Closing Date is$
"Special Fund" means the fund established and held hereunder by the Agency pursuant
to Section 3.02.
"Subordinate Debt" means any loans, advances or indebtedness issued or incurred by
the Agency in accordance with the requirements of Section 2.10, which are either: (a) payable
from,but not secured by a pledge of or lien upon, the Tax Revenues; or (b) secured by a pledge
of or lien upon the Tax Revenues which is subordinate to the pledge of and lien upon the Tax
Revenues hereunder for the security of the Loan and any Parity Debt.
"Tax Revenues" means all taxes annually allocated to the Agency with respect to the
Project Area following the Closing Date pursuant to Article 6 of Chapter 6 (commencing with
Section 33670) of the Redevelopment Law and Section 16 of Article XVI of the Constitution of
the State and as provided in the Redevelopment Plan, including (a) all payments, subventions
and reimbursements (if any) to the Agency specifically attributable to ad valorem taxes lost by
reason of tax exemptions and tax rate limitations, and (b) all amounts of such taxes required to
be deposited into the Low and Moderate Income Housing Fund of the Agency in any Fiscal Year
pursuant to Section 33334.3 of the Redevelopment Law, to the extent permitted to be applied
to the payment of principal, interest and premium (if any) with respect to the Loan and any
Parity Debt; but excluding (w) amounts of such taxes required to be deposited into the Low
and Moderate Income Housing Fund of the Agency in any Fiscal Year pursuant to Section
33334.3 of the Redevelopment Law, to the extent not permitted to be applied to the payment of
principal, interest and premium (if any) with respect to the Loan and/or any Parity Debt, (y)
all amounts of such taxes required to be paid by the Agency pursuant to the Reimbursement
Agreements, and (z) the Business Inventory Tax Subvention.
"Trustee" means U.S. Bank Trust:National Association, a banking association organized
and existing under the laws of the United States of America, and its successors and assigns
acting as trustee under the Indenture.
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„Written Request of the Agency„ or"Written Certificate of the Agency” means a request
or certificate, in writing, signed by the Chair, Vice Chair, Executive Director, Assistant
Executive Director, Deputy Executive Director,Deputy Director-Redevelopment or Treasurer
of the Agency, or by any other officer of the Agency duly authorized by the Agency for that
purpose.
Section 1.012. Rules of Construction. All references herein to "Articles," "Sections" and
other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan
Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import
refer to this Loan Agreement as a whole and not to any particular Article, Section or
subdivision hereof.
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ARTICLE II
THE LOAN;APPLICATION OF LOAN PROCEEDS;PARITY DEBT
Section 2.01. Authorization. The Authority hereby agrees to lend to the Agency, from a
portion of the proceeds of sale of the Bonds deposited in the Loan Fund established under the
Indenture, the aggregate principal amount of Million Thousand Dollars
($ } under and subject to the terms of this Loan Agreement, the Bond Law and the
Redevelopment Law. This Loan Agreement constitutes a continuing agreement with the
Authority to secure the full and final payment of the Loan, subject to the covenants,
agreements,provisions and conditions herein contained.
Section 2.02. Disbursement and Application of Loan Proceeds.
On the Closing Date of the Bonds, the Authority shall cause to be deposited into the
Loan Disbursement Fund, which fund is hereby created, the amount of $ which shall
be held by the Trustee and which shall be disbursed as follows:
(a) The Trustee shall deposit the amount of $ in the Costs of
Issuance Fund.
(b) The Trustee shall transfer the amount of $ to, or upon the
order of,the Agency for deposit in the Redevelopment Fund.
(c) The Trustee shall deposit the amount of $ in the Reserve
Fund.
(d) The Trustee shall transfer the amount of $ to, or upon the
order of,the Agency for deposit in the Low and Moderate Housing Account.
(e) The Trustee shall transfer the amount of $ to U.S. Bank Trust
National Association as escrow bank (the "Escrow Bank"), to be used to prepay
in full a loan made by the Authority to the Agency in 1992, and otherwise by the
Escrow Bank as provided in Section 4 of the Escrow Deposit and Trust
Agreement, dated as of March 1, 1999, among the Agency, the Authority and the
Escrow Bank.
[(f) The Trustee shall deposit the amount of $ in the Interest Account,
which amount represents capitalized interest on the Loan and shall be credited against
amounts otherwise due on the Loan on August 1, 1999.]
In addition to the foregoing, (i) the Trustee shall be deemed to have distributed to the
Agency on the Closing Date a pro rata share of the underwriter's discount and original issue
discount on the Bonds in the aggregate amount of$ ; and (ii) the Agency shall cause to
be transferred on the Closing Irate to the Redevelopment Fund and the Low and Moderate
Housing Account,respectively, all amounts on deposit in the Redevelopment Fund and the Low
and Moderate Housing Account established under the Oakley Loan Agreement, dated as of
May 1, 1992,between the Agency and the Authority.
Section 2.03. Repayment of Loan. The Agency shall repay the principal of the Loan in
installments on August 1 in each of the years and in the amounts, and shall pay interest on the
unpaid principal balance of the Loan on each Interest Payment Date and in the amounts, as set
forth in Exhibit A attached hereto and by this reference incorporated herein. Any installment of
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principal or interest which is not paid when due shall continue to accrue interest at the net
effective rate of interest then borne by the Loan from and including the date on which such
principal or interest is payable to but not including the date of actual payment.
In the event the unpaid principal installments of the Loan shall be prepaid in whole or in
part pursuant to Section 2.04, or in the event the Bonds shall be redeemed pursuant to Section
2.02 of the Indenture,the schedule of principal installments set forth in Exhibit A hereto shall be
reduced on a pro rata basis in integral multiples of $5,000 corresponding to the principal
amount of the Bonds redeemed pursuant to the Indenture.
Principal of and interest on the Loan shall be payable by the Agency to the Trustee, as
assignee of the Authority under the Indenture, in immediately available funds which constitute
lawful money of the United States of America. Payment of such principal and interest shall be
secured, and amounts for the payment thereof shall be deposited with the Trustee at the times,
as set forth in Article III. Notwithstanding the foregoing provisions of this Section 2.03, in lieu
of payment of any installment of principal of the Loan coming due and payable on August 1 in
any year in which Term Bonds are subject to mandatory sinking fund redemption under the
Indenture,the Agency shall have the right to purchase any of such Term Bonds in an amount not
exceeding the amount thereof which is subject to mandatory sinking fund redemption on such
August 1, and tender such Term Bonds to the Trustee for cancellation, provided that such
tender shall be made before the preceding June 15.
Section 2.04. Optional Prepayment of the Loan. The Agency shall have the right to
prepay the unpaid principal installments of the Loan, in whole or in part in any integral
multiple of $5,000, on any date on which the Bonds are subject to optional redemption
.pursuant to Section 2.02(a) of the Indenture,by depositing with the Trustee in the Revenue Fund
an amount sufficient to redeem a like aggregate principal amount of Bonds pursuant to Section
2.02(x) of the Indenture, together with the amount of accrued interest and premium (if any)
required to be paid upon such redemption. The Authority agrees that upon payment by the
Agency to the Trustee of such amount, the Authority shall take or cause to be taken any and all
steps required under the Indenture to redeem such Outstanding Bonds on the redemption date
designated pursuant to a Written Request of the Agency filed with the Authority and the
Trustee; provided, however, that such date shall be a date of redemption of Bonds for which
notice has been timely given pursuant to the Indenture.
Section 2.05. [Reserved].
Section 2.06. Redevelopment Fund. There is hereby established a separate fund to be
known as the "Oakley Redevelopment Project Redevelopment Fund", which shall be held and
maintained by the Agency. The moneys in the Redevelopment Fund shall be used solely in the
manner provided by the Redevelopment Law and the Redevelopment Plan to provide financing
for the Redevelopment Project.
Section 2.07. Low and Moderate Housing Account. There is hereby established a
separate fund to be known as the "Oakley Redevelopment Project Low and Moderate Housing
Account", which shall be held and maintained by the Agency. The moneys in the Low and
Moderate Housing Account shall be used solely in the manner and for the purposes as provided
by Sections 33334.2 and 333.34.3 of the Redevelopment Law.
Section 2.08. Reserve Fund.
(a) Establishment of Reserve Fund. There is hereby established a separate fund to be
known as the "Oakley Redevelopment Project 1999 Reserve Fund", which shall be held by the
Trustee in trust for the benefit of the Authority and the Owners of the Bonds. Amounts initially
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deposited in the Reserve Fund shall be derived from the proceeds of the Loan deposited therein
pursuant to Section 2.02 (c). The amount on deposit in the Reserve Fund shall be maintained at
the Reserve Requirement at all times prior to the payment of the Loan in full pursuant to Section
6.03, except to the extent required for the purposes set forth in this Section 2.08.
(b) Transfers to Principal Account and Interest Account. In the event that the Agency
shall fail to deposit with the Trustee the full amount required to be deposited pursuant to
Section 3.03(a), the Trustee shall withdraw from the Reserve Fund and transfer to the Interest
Account and the Principal Account, in such order, the difference between the amount required
to be deposited pursuant to Section 3.03(a) and the amount actually deposited by the Agency.
In the event that the amount on deposit in the Reserve Fund shall at any time be less than the
Reserve Requirement,the Trustee shall promptly notify the Agency of the amount required to be
deposited therein to restore the balance to the Reserve Requirement, such notice to be given by
telephone,telecopy or other form of telecommunication,promptly confirmed in writing.
(c) Transfers of Excess Over Reserve Requirement. In the event that the amount on
deposit in the Reserve Fund on any Interest Payment Date exceeds the Reserve Requirement,the
Trustee shall withdraw from the Reserve Fund and deposit to the Revenue Fund all amounts in
excess of the Reserve Requirement, and credit such amounts towards the deposit then required
to be made by the Agency pursuant to Section 3.03(a).
(d) Alternative Funding of Reserve Requirement. The Agency may fund all or a portion
of the Reserve Requirement with one or more Qualified Reserve Fund Credit Instruments. Upon
deposit of any Qualified Reserve Fund Credit Instrument with the Trustee,the Trustee shall pay
to the Agency from amounts in the Reserve Fund an amount equal to the principal of the
Qualified Reserve Fund Credit Instrument.
In any case where the Reserve Fund is funded with a combination of cash and a
Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before
drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any
available moneys provided by the Agency shall be used first to reinstate the Qualified Reserve
Fund Credit Instrument and second, to replenish the cash in the Reserve Fund. In the event the
Qualified Reserve Fund Credit Instrument is drawn upon, the Agency shall make payment of
interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making
any payments pursuant to subsection (a) of Section 3.03.
In the event the Qualified Reserve Fund Credit Instrument will lapse or expire, the
Agency shall draw upon such Qualified Reserve Fund Credit Instrument prior to its lapsing or
expiring, make deposits from available Tax Revenues to the Reserve Fund to increase the
amount on deposit therein to the Reserve Requirement or substitute such Qualified Reserve Fund
Credit Instrument with a Qualified Reserve Fund Credit Instrument that satisfies the
requirements of this subsection (d).
Section 2.09. Parity Debt. In addition to the Loan, the Agency may issue or incur Parity
Debt in such principal amount as shall be determined by the Agency. The Agency may issue
and deliver any Parity Debt subject to the following specific conditions which are hereby made
conditions precedent to the issuance and delivery of such Parity Debt issued under this Section
2.09:
(a) No Event of Default shall have occurred and be continuing, and the Agency
shall otherwise be in compliance with all covenants set forth in this Loan Agreement.
(b) The Tax Revenues for the then current Fiscal Year, as set forth in a Written
Certificate of the Agency, based on assessed valuation of property in the Project Area
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as evidenced in the written records of the County, plus at the option of the Agency the
Additional Revenues, shall be at least equal to one hundred twenty percent (120%n) of
Maximum Annual Debt Service.
(c) The related Parity Debt Instrument shall provide that.
(i) interest on such Parity Debt shall be payable on February 1 and
August 1 in each year of the term of such Parity Debt except the first twelve-
month period,during which interest may be payable on any February 1 or August
1 and provided that there shall be no requirement that such Parity Debt pay
interest on a current basis; and
(ii) the principal of such Parity Debt shall not be payable on any date
other than August 1 in any year; and
(iii) money(and/or a Qualified Reserve Fund Credit Instrument) shall be
deposited in a reserve account created under such Parity Debt Instrument from
the proceeds of said Parity Debt in an amount equal to Maximum Annual Debt
Service on such Parity Debt.
(d) The proceeds of such Parity Debt may be deposited into an escrow fund
from which amounts may not be released to the Agency unless the Tax Revenues for the
most recent Fiscal Year (as evidenced in the written records of the County), plus at the
option of the Agency the Additional Revenues, at least equals one hundred twenty
percent (120%) of the amount of Maximum Annual Debt Service; provided, however, that
the related Parity Debt Instrument shall provide that no amounts may be released from
such escrow fund until all amounts have been released or otherwise withdrawn from any
escrow fund established with respect to other Parity Debt which has previously been
issued.
(e) The issuance of such Parity Debt shall not cause the Agency to exceed any
applicable Plan Limitations. Without limiting the generality of the foregoing,the Agency
shall not issue any Parity Debt in the event and to the extent that either (a) the amount
of Maximum Annual Debt Service in any Bond Year following such issuance exceeds the
aggregate amount of Tax Revenues which are eligible under the Redevelopment Plan to
be allocated to the Agency in any Fiscal Year,or(b) the aggregate amount of debt service
on all outstanding obligations of the Agency, including such Parity Debt, exceeds the
aggregate amount of Tax Revenues which are eligible under the Redevelopment Plan to
be allocated and paid to the Agency during the period while such outstanding
obligations remain outstanding, or (c) the aggregate principal amount of all outstanding
obligations of the Agency,including such Parity Debt,exceeds any applicable limit in the
Redevelopment Plan on the aggregate principal amount of indebtedness which the
Agency is permitted to have outstanding at any one time.
(f) The Agency shall deliver to the Trustee a Written Certificate of the Agency
certifying that the conditions precedent to the issuance of such Parity Debt set forth in
subsections (a), (b), (c), (d) and (e) above have been satisfied.
Notwithstanding the foregoing, the Agency may issue or incur Refunding Debt in such
principal amount as shall be determined by the Agency so long as the conditions set forth in
subsections (a), (c) and (e) above are met, and the Agency delivers to the Trustee a Written
Certificate of the Agency certifying that such conditions precedent to the issuance of such
Refunding Debt set forth in subsections (a), (c) and (e) above have been met and such Refunding
Debt is otherwise in accordance with the definition of Refunding Debt herein.
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Section 2.10. Issuance of Subordinate Debt. In addition to the Loan► and any Parity
Debt, from time to time the Agency may issue or incur Subordinate Debt in such principal
amount as shall be determined by the Agency, provided that the issuance of such Subordinate
Debt shall not cause the Agency to exceed any applicable Plan Limitations.
Section 2.11. Validity of Loan. The validity of the Loan shall not be dependent upon
the completion of the Redevelopment Project or upon the performance by any person of its
obligation with respect to the Redevelopment Project.
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ARTICLE III
PLEDGE AND APPLICATION OF TAX REVENUES
Section 3.01. Pledge of Tax Revenues. The Loan and all Parity Debt shall be equally
secured by a first pledge of and lien on all of the Tax Revenues and all of the moneys on deposit
in the Special Fund, without preference or priority for series, issue, number, dated date, sale
date, date of execution or date of delivery. Except for the Tax Revenues and other funds
pledged hereunder,no funds or properties of the Agency shall be pledged to, or otherwise liable
for, the payment of principal of or interest or prepayment premium(if any)on the Loan.
Section 3.02, Special Fund; Deposit of Tax Revenues. There is hereby established a
special fund to be known as the "Oakley Redevelopment Project 1999 Special Fund", which
shall be held by the Agency as a separate fund apart from all other funds and accounts of the
Agency. The Agency shall deposit all Tax Revenues in the Special Fund promptly upon the
receipt thereof, until such time (if any) during such Bond Year as the amounts on deposit in the
Special Fund equal the aggregate amounts required to be transferred to the Trustee pursuant to
Section 3.03. Except as may be otherwise provided in any Parity Debt Instruments, any Tax
Revenues received during such Bond Year in excess of such amounts shall be released from the
pledge and lien hereunder and may be used for any lawful purposes of the Agency.
Prior to the payment in full of the principal of and interest and prepayment premium (if
any) on the Loan and all Parity Debt and the payment in full of all other amounts payable
hereunder and under any Parity Debt Instruments,the Agency shall not have any beneficial right
or interest in the moneys on deposit in the Special Fund, except only as provided in this Loan
Agreement and in any Parity Debt Instruments, and such moneys shall be used and applied as
set forth herein and in any Parity Debt Instruments.
Section 3.03. Transfer of Tax Revenues From Special Fund. In addition to the transfers
required to be made pursuant to any Parity Debt Instruments,the Agency shall withdraw from
the Special Fund and transfer to the Trustee the following amounts at the following times and in
the following order of priority:
(a) Interest and Principal Deposits. No later than the fifteenth (15th) calendar
day of the month preceding each date on which the principal of or interest on the Loan
or any Parity Debt shall become due and payable, including but not limited to the
principal amount of the Loan to be prepaid hereunder together with any prepayment
premium thereon, the Agency shall withdraw from the Special Fund and transfer to the
Trustee an amount which, together with the amounts then held on deposit in the Interest
Account, the Principal Account and the Revenue Fund,is equal to the aggregate amount
of such principal,interest and prepayment premium.
(b) Reserve Fund Deposits. In the event that (i) the Trustee shall notify the
Agency pursuant to Section 2.08(b) that the amount on deposit in the Reserve Fund is
less than the Reserve Requirement, or (ii) any Qualified Reserve Fund Credit Investment
shall expire and not be replaced in accordance with Section 2.08(d), or (iii) the amount
in any reserve account described in Section 2.09(c)(iii) shall be less than Maximum
Annual Debt Service on the related Parity Debt,the Agency shall immediately withdraw
from the Special Fund and transfer (x) in the case of any event described in the
preceding clause (i) or (ii), to the Trustee for deposit in the Reserve Fund an amount of
money necessary to maintain the Reserve Requirement in the Reserve Fund,or (y) in the
case of an event described in the preceding clause (iii), to the trustee for such Parity
Debt for deposit in the reserve account established for such Parity Debt an amount of
money necessary to maintain an amount equal to Maximum Annual Debt Service on
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such Parity Debt in such reserve fund. No such transfer and deposit need be made to
the Reserve Fund so long as there shall be on deposit therein a sum at least equal to the
Reserve Requirement.
Notwithstanding the foregoing, no such transfer and deposit need to be made
upon the occurrence of a default or failure to pay under any Qualified Reserve Fund
Credit Instrument, or any termination thereof prior to its stated termination date,except
as a result of a default by the Agency.
(c) Surplus. Except as may be otherwise provided in any Parity Debt
Instruments, the Agency shall not be obligated to deposit in the Special Fund in any
Bond Year an amount of Tax Revenues which, together with other available amounts in
the Special Fund, exceeds the amounts required in such Bond Year pursuant to Section
3.03 (a) and (b)r and all Tax Revenues which are received by the Agency during any
Bond Year in excess of the amounts required to be deposited in the Special Fund in such
Bond Year shall be released from the pledge thereof and lien thereon which is established
pursuant hereto. In the event that for any reason whatsoever any amounts shall remain
on deposit in the Special Fund on any August 2 after making all of the transfers
theretofore required to be made pursuant to the preceding clauses (a) and (b) and
pursuant to any Parity Debt Instruments,the Agency may withdraw such amounts from
the Special Fund, to be used for any lawful purposes of the Agency, including but not
limited to the payment of any Subordinate Debt, or the payment of any amounts due
and owing to the United States of America pursuant to Section 4.12.
Section 3.04. Investment of Moneys, Valuation of Investments. All moneys in the
Redevelopment Fund, the Low and Moderate Housing Account and the Special Fund shall be
invested by the Agency in any investments authorized for the investment of Agency funds under
the laws of the State. Obligations purchased as an investment of moneys in any fund or
account established hereunder shall be credited to and deemed to be part of such fund or
account. The Agency may commingle any amounts in any of the funds and accounts held
hereunder with any other amounts held by the Agency for purposes of making any investment,
provided that the Agency shall maintain separate accounting procedures for the investment of
all funds and accounts held hereunder. All interest, profits and other income received from the
investment of moneys in any fund or account established hereunder shall be deposited in such
fund or account. Notwithstanding anything to the contrary contained in this paragraph, an
amount of interest received with respect to any investment equal to the amount of accrued
interest, if any, paid as part of the purchase price of such investment shall be credited to the
fund from which such accrued interest was paid.
For the purpose of determining the amount in any fund or account established
hereunder, the value of investments credited to such fund shall be calculated at the lesser of(a)
the par amount thereof or (b) the cost thereof, excluding accrued interest and brokerage
commissions, if any; except that any investments having a maturity of more than five (5) years
from the date of investment shall be valued at least annually at the market value thereof.
The Agency covenants that all investments of amounts deposited in any fund or account
created by or pursuant to this Loan Agreement, or otherwise containing gross proceeds of the
Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and
valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market
Value. Investments in funds or accounts (or portions thereof) that are subject to a yield
restriction under applicable provisions of the Code shall be valued by the Agency at their
present value(within the meaning of section 148 of the Code).
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ARTICLE IV
OTHER COVENANTS OF THE AGENCY
Section 4.01. Punctual Payment; Extension of Payments. The Agency will punctually
pay or cause to be paid the principal of and interest and prepayment premium (if any) on the
Loan in strict conformity with the terms of this Loan Agreement, and it will faithfully observe
and perform all of the conditions, covenants and requirements of this Loan Agreement. The
Agency shall not directly or indirectly extend or assent to the extension of the maturity of any
installment of principal of or interest or premium (if any) on the Loan, and in case the principal
of or interest or premium (if any) on the Loan or the time of payment of any such claims
therefor shall be extended, suchprincipal, interest, premium or claims for interest shall not be
entitled, in case of any Event of Default hereunder, to the benefits of this Loan Agreement
except for payment of all amounts which shall not have been so extended.
Section 4.02. Limitation on Additional Indebtedness;Junior Pledge in Favor of Certain
Other Loan Agreements. (a) The Agency hereby covenants that it shall not issue any bonds,
notes or other obligations,enter into any agreement or otherwise incur any indebtedness,which
is in any case payable from all or any part of the Tax Revenues, excepting only the Loan, any
Parity Debt and any Subordinate :Debt, and any obligations entered into pursuant to Section
4.09.
(b) The Agency hereby determines that the low and moderate income housing
components of the redevelopment projects to be financed pursuant to the "Other Loan
Agreements" hereinafter in this subsection referred to are of benefit to the Project Area and that
Tax Revenues shall be applied to meet any deficiency which may exist in the amounts required
to be transferred to the Trustee from one or more of the "Other Reserve Accounts", as
hereinafter defined, such reserve funds being established, respectively, by each of the several
loan agreements, each dated as of March 1, 1999 (May 1, 1992 with respect to the West
Pittsburg and North Richmond project areas), by and between the Agency and the Trustee,
relating respectively to the North Richmond, Rodeo and West Pittsburg redevelopment project
areas of the Agency (the "Other Project Areas"), (such loan agreements being referred to herein
as the "Other Loan Agreements" and such reserve funds being referred to herein as the "Other
Reserve Accounts"):
(i) in the event there shall, at any time or from time to time, be insufficient
moneys in one or more of the Other Reserve Accounts to transfer to the Trustee when
due the full amount required to be so transferred to the Trustee in accordance with the
applicable provisions of the Other Loan Agreements, the Agency shall cause Tax
Revenues in the amount of such insufficiency to be paid to the Trustee;provided however,
that the obligation to pay such insufficiency shall be apportioned pro rata (to the extent
there are then allocable Tax Revenues available) among the Project Area and such of the
Other Project Areas as do not then have an insufficient reserve account and, provided
further, that the aggregate obligation of the Project Area and the Other Project Areas to
pay such insufficiencies shall not exceed the aggregate debt service on the portion of the
loans made under the Other Loan Agreements and this Loan Agreement attributable to
the proceeds of such loans deposited in the Low and Moderate Income Housing Account
of the Agency pursuant to this Loan Agreement and the Other Loan Agreements (plus a
portion of such loans attributable to reserves and financing costs);
(ii) in the event of any such insufficiency in the Other Reserve Accounts, the
Trustee shall promptly notify the Agency, and upon receipt of any such notice, the
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Agency shall promptly withdraw from the Special Fund and transfer to the Trustee an
amount equal to the portion of such insufficiency apportioned to the Project Area,
(iii) if there shall then not be sufficient moneys in the Special Fund to transfer an
amount equal to the portion of such insufficiency apportioned to the Project Area, the
Agency shall have an obligation to continue making transfers to the Trustee as moneys
become available in the Special Fund until an amount equal to such portion has been
transferred to the Trustee;
(iv) such obligation to pay Tax Revenues shall be an indebtedness of the Agency
within the meaning of Section 33670 of the Redevelopment Law;
(v) such obligation to pay Tax Revenues shall be, in all respects, junior and.
subordinate to the obligation of the Agency to apply Tax Revenues to the payment of
the Loan and any Parity Debt, in accordance with the further provisions of this Loan
Agreement,but such obligation to pay Tax Revenues shall be superior to all ether future
obligations payable from Tax Revenues;and
(vi) in the event there shall, at any time or from time to time, be insufficient
moneys in the Reserve Fund to transfer to the Trustee when due the full amount required
to be so transferred to the Trustee in accordance with the applicable provisions of this
Loan Agreement and such insufficiency shall be paid pursuant to one or more of the
Other Loan Agreements,the Agency shall cause the first available surplus Tax Revenues
in the amount of such insufficiency to be returned to the applicable special funds of the
Other Loan Agreements.
If appropriate determinations have been made by the Agency that any portion of a
redevelopment project to be financed with the proceeds of Parity Debt is of benefit to the Other
Project Areas, then the Agency may provide in the applicable Parity Debt Instrument that
provisions of like force and effect to the provisions of this Section 4.02 apply with respect to
any reserve fund established for such Parity Debt and such previsions of such Parity Debt
Instrument shall be deemed to be on a parity with the provisions of this Section 4.02.
Section 4.03. Payment of Claims. The Agency will pay and discharge, or cause to be
paid and discharged, any and all lawful claims for labor, materials or supplies which, if
unpaid,might become a lien or charge upon the Tax Revenues or any part thereof, or upon any
funds in the hands of the Trustee, or which might impair the security of the Loan. Nothing
herein contained shall require the Agency to make any such payment so long as the Agency in
good faith shall contest the validity of said claims.
Section 4.04. Beaks and Accounts; Financial Statements. The Agency will keep, or
cause to be kept, proper books of record and accounts, separate from all other records and
accounts of the Agency and the County, in which complete and correct entries shall be made of
all transactions relating to the Redevelopment Project, the Tax Revenues, the Special Fund, the
Low and Moderate blousing Account and the Redevelopment Fund. Such books of record and
accounts shall at all times during business hours be subject, upon prior written request, to the
reasonable inspection of the Authority, the Trustee and the Owners of not less than ten percent
(10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives
authorized in writing.
The Agency will cause to be prepared and filed with the Trustee annually, within one
hundred and eighty (180) days after the close of each Fiscal Year so long as any of the Bonds
are Outstanding, complete audited financial statements with respect to such Fiscal Year
showing the Tax Revenues, all disbursements from the Special Fund, the Redevelopment Fund
14
and the Low and Moderate Housing Account and the financial condition of the Redevelopment
Project,including the balances in all funds and accounts relating to the Redevelopment Project,
as of the end of such Fiscal Year. The Agency will furnish a copy of such statements, upon
reasonable request, to any Bond Owner.
Section 4.05. Protection of Security and Rights. The Agency will preserve and protect
the security of the Loam and the rights of the Trustee and the Bond Owners with respect to the
Loan. From and after the Closing bate, the Lean shall be incontestable by the Agency. The
Loan and the provisions of this Loan Agreement are and will be the legal, valid and binding
special obligations of the Agency in accordance with their terms, and the Agency shall at all
times, to the extent permitted by law, defend, preserve and protect all the rights of the Trustee
and the Bond Owners under this Loan Agreement against all claims and demands of all persons
whomsoever.
Section 4.06. Payments of 'faxes and Other Charges. The Agency will pay and
discharge, or cause to be paid and discharged, all taxes,service charges, assessments and other
governmental charges which may hereafter be lawfully imposed upon the Agency or the
properties then owned by the Agency in the Project Area, when the same shall become due.
Nothing herein contained shall require the Agency to make any such payment so long as the
Agency in good faith shall contest the validity of said taxes, assessments or charges. The
Agency will duly observe and comply with all valid requirements of any governmental authority
relative to the Redevelopment Project or any part thereof.
Section 4.07. Taxation of Leased Property. All ad valorem property taxes derived by
the Agency pursuant to Section 33673 of the Redevelopment Law with respect to the lease of
property for redevelopment shall be treated as Tax Revenues for all purposes of this Loan
Agreement.
Section 4.08. Disposition of Property. The Agency will .not participate in the
disposition of any land or real property in the Project Area to anyone which will result in such
property becoming exempt from taxation because of public ownership or use or otherwise
(except property dedicated for public right-of-way and except property planned for public
ownership or use by the Redevelopment Plan in effect on the date of this Loan Agreement) so
that such disposition shall, when taken together with other such dispositions, aggregate more
than ten percent (10%) of the land area in the Project Area unless such disposition is permitted
as hereinafter provided in this Section 4.08. If the Agency proposes to participate in such a
disposition,it shall thereupon appoint an Independent Redevelopment Consultant to report on
the effect of said proposed disposition. If the Report of the Independent Redevelopment
Consultant concludes that the Tax Revenues following such disposition will be at least equal to
one hundred twenty percent(120%) of Maximum Annual Debt Service on the Loan,the Agency
may thereafter make such disposition. If said Deport concludes that, following said proposed
disposition, the Tax Revenues will not be at least equal to one hundred twenty percent (120%)
Oil Maximum Annual Debt Service on the Loan, the Agency shall not participate in said
proposed disposition.
Section 4.09. Maintenance of Tax Revenues. The Agency shall comply with all
requirements of the Redevelopment Law to insure the allocation and payment to it of the Tax
Revenues, including without limitation the timely filing; of any necessary statements of
indebtedness with appropriate officials of the County and (in the case of supplemental
revenues and other amounts payable by the State) appropriate officials of the State. The
Agency shall not amend the Redevelopment Plan or any of the Reimbursement Agreements, or
enter into any agreement with the County or any other governmental or private entity, which
would have the effect of reducing the amount of Tax Revenues otherwise available to the
Agency for payment of the Loan, unless the Agency shall first obtain the Report of an
15
Independent Redevelopment Consultant stating that the Tax Revenues for the then current
Fiscal Year (calculated on the assumption that such reduction of Tax Revenues was in effect
throughout such Fiscal Year),plus at the option of the Agency the Additional Revenues,shall be
at least equal to one hundred twenty percent (120%) of Maximum Annual Debt Service on the
Loan and all Parity Debt.
Section 4.10. Payment of Expenses; Indemnification. The Agency shall pay to the
Trustee from time to time all compensation for all services rendered under this Moan Agreement
and the Indenture, including but not limited to all reasonable expenses, charges, legal and
consulting fees and other disbursements and those of its attorneys, agents and employees,
incurred in and about the performance of its powers and duties hereunder and thereunder. The
Trustee shall have a first lien on the funds held by it under the Indenture and hereunder to
secure the payment to the Trustee of all fees, costs and expenses, including reasonable
compensation to its experts, attorneys and counsel incurred in declaring an Event of Default
and in exercising the rights and remedies set forth in Article V.
The Agency further covenants and agrees to indemnify and save the Trustee and its
officers, directors, agents and employees, harmless against any losses, expenses and liabilities
which it may incur arising out of or in connection with the exercise and performance of its
powers and duties hereunder, including the costs and expenses of defending against any claim
of liability, but excluding any and all losses, expenses and liabilities which are due to the
negligence or intentional misconduct of the'Trustee, its officers, directors, agents or employees.
The obligations of the Agency under this paragraph shall survive the resignation or removal of
the Trustee under the Indenture, this Loan Agreement and payment of the Loan and the
discharge of this Loan Agreement.
Section 4.11. Tax Covenants.
(a) nrivatQ RumnessTs Li i7r to=i sn. The Agency shall assure that the proceeds of the
Bonds are not used in a manner which would cause the Bonds to become "private activity
bonds" within the meaning of Section 141(a) of the Tax Code.
(b) Private Loan Limitation. The Agency shall assure that no more than five percent
(5%) of the net proceeds of the Bonds are used, directly or indirectly, to make or finance a loan
(other than loans constituting nonpurpose obligations as defined in the Tax Code or constituting
assessments) to persons other than state or local government units.
(c) Federal Guarantee Prohibition. The Agency shall not take any action or permit or
suffer any action to be taken if the result of the same would be to cause the Bonds to be
"federally guaranteed"within the meaning of Section 149(b) of the Tax Code.
(d) No Arbitragg. The Agency shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had
been reasonably expected to have been taken, or had been deliberately and intentionally taken,
on the Closing Date of the Bonds,would have caused the Bonds to be "arbitrage bonds"within
the meaning of Section 148(a) of the Tax Code.
Section 4.12. Payment of Rebatable Amounts. The Agency agrees to furnish all
information to, and cooperate fully with, the Authority, the Trustee and their respective
officers, employees, agents and attorneys, in order to assure compliance with the provisions of
Section 5.08 of the Indenture. In the event that the Authority shall determine, pursuant to
Section 5.08 of the Indenture, that any amounts are due and payable to the United States of
America thereunder and that neither the Authority nor the Trustee has on deposit an amount of
available moneys (excluding moneys on deposit in the funds and accounts established for the
16
payment of the principal of or interest or redemption premium, if any, on the Bonds) to make
such payment, the Authority shall promptly notify the Agency of such fact. Upon receipt of
any such notice, the Agency shall promptly pay to the Trustee from available Tax Revenues or
any ether source of legally available funds, for deposit into the Rebate Account, the amounts
determined by the Authority to be due and payable to the United States of America as a result
of the investment of amounts on deposit in any fund or account established hereunder, together
with all other amounts due and payable to the United States of America.
Section 4.13, Redevelopment of Project Area. The Agency shall ensure that all activities
undertaken by the Agency with respect to the redevelopment of the Project Area are undertaken
and accomplished in conformity with all applicable requirements of the Redevelopment Plan
and the Redevelopment Law.
Section 4.14. Continuing Disclosure. The Agency hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Loan Agreement, failure of the Agency to comply
with the Continuing Disclosure Certificate shall not be considered an Event of Default,however
any Participating Underwriter or any holder or beneficial owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking specific performance by court
order,to cause the Agency to comply with its obligations under this Section 4.14.
Section 4.15. Annual Review of Tax Revenues. The Agency annually shall cause to be
prepared a report which sets forth the total amount of Tax Revenues remaining available to be
received by the Agency under the Redevelopment Plan cumulative tax increment limitations, as
well as future cumulative debt service on the Loan and other obligations of the Agency payable
from Tax Revenues (including the any Subordinate Debt). The Agency will not accept Tax
Revenues greater than the aggregate annual debt service payable by the Agency in any year on
all its obligations if such acceptance will cause the amount remaining under the tax increment
limit to fall below remaining cumulative debt service, except for the purpose of depositing such
revenues in escrow for future debt service or to prepay the Loan.
Section 4.16. Payment of Authority Expenses. The Agency hereby agrees to pay any
and all expenses of the Authority incurred in connection with the administration of the Bonds,
including but not limited to trustee fees and expenses.
Section 4.17. Further Assurances. The Agency will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this Loan
Agreement and for the better assuring and confirming unto the Trustee, the Authority and the
Owners of the Bands of the rights and benefits provided in this Loan Agreement.
17
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default. The following events shall constitute Events of Default
hereunder:
(a) Failure by the Agency to pay the principal of or interest or prepayment
premium (if any) on the Loan or any parity Debt when and as the same shall become
due and payable.
(b) Failure by the Agency to observe and perform any of the covenants,
agreements or conditions on its part contained in this Loan Agreement, other than as
referred to in the preceding clause (a), for a period of sixty(60) days after written notice
specifying such failure and requesting that it be remedied has been given to the Agency
by the Trustee; provided, however, that if in the reasonable opinion of the Agency the
failure stated in such notice can be corrected, but not within such sixty (60) day period,
such failure shall not constitute an Event of Default if corrective action is instituted by
the Agency within such sixty (60) day period and thereafter is diligently pursued until
such failure is corrected.
(c) The filing by the Agency of a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the
United States of America, or if a court of competent jurisdiction shall approve a
petition, filed with or without the consent of the Agency, seeking reorganization under
the federal bankruptcy laws or any other applicable law of the United States of
America, or if, under the provisions of any other law for the relief or aid of debtors, any
court of competent jurisdiction shall assume custody or control of the Agency or of the
whole or any substantial part of its property.
If an Event of Default has occurred and is continuing, the Trustee may, and at the
written direction of the Owners of a majority in aggregate principal amount of the Outstanding
Bonds the Trustee shall, subject to the provisions of the Indenture, exercise any remedies
available to the Trustee in law or at equity. Immediately upon becoming aware of the
occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the
Agency by telephone, telecopier or other telecommunication device, promptly confirmed in
writing.
Section 5.02. Application of Funds Upon Default. All amounts received by the Trustee
pursuant to any right given or action taken by the Trustee under the provisions of Article V of
this Loan Agreement,shall be applied by the Trustee in the following order:
First, to the payment of the fees, costs and expenses of the Trustee in declaring
such Event of Default and in carrying out the provisions of this Article V, including
reasonable compensation to its agents, attorneys and counsel, and
Seco. , to the payment of the whole amount of interest on and principal of the
Loan then due and unpaid, with interest on overdue installments of principal and
interest to the extent permitted by law at the net effective rate of interest then borne by
the Outstanding Bonds; provided, however, that in the event such amounts shall be
insufficient to pay in full the full amount of such interest and principal, then such
amounts shall be applied in the following order of priority:
18
(a) ,first, to the payment of all installments of interest on the Loan then
due and unpaid, on a pro rata basis in the event that the available amounts are
insufficient to pay all such interest in full,
(b) second, to the payment of all installments of principal of the Loan
then due and payable, on a pro rata basis in the event that the available amounts
are installments of principal in full, and
(c) third, to the payment of interest on overdue installments of principal
and interest, on a pro rata basis in the event that the available amounts are
insufficient to pay all such interest in full.
Section 5.03. No Waiver. Nothing in this Article V or in any other provision of this
Loan Agreement, shall affect or impair the obligation of the Agency, which is absolute and
unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the
principal of and interest and premium (if any) on the Loan to the Trustee when due, as herein.
provided,or affect or impair the right of action,which is also absolute and unconditional,of the
Trustee to institute suit to enforce such payment by virtue of the contract embodied in this Loan
Agreement.
A waiver of any default by the Trustee shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of the Trustee to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence therein, and every
power and remedy conferred upon the Trustee by the Redevelopment Law or by this Article V
may be enforced and exercised from time to time and as often as shall be deemed expedient by
the Trustee.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the Trustee,the Agency and the Trustee shall be restored
to their former positions, rights and remedies as if such suit, action or proceeding had not been
brought or taken.
Section 5.04. Agreement to Pay Attorneys'Fees and Expenses. In the event either party
to this Agreement should default under any of the provisions hereof and the nondefaulting
party or the Trustee should employ attorneys or incur other expenses for the collection of
moneys or the enforcement or performance or observance of any obligation or agreement on the
part of the defaulting party herein contained,the defaulting party agrees that it will on demand
therefor pay to the nondefaulting party or the Trustee, as the case may be, the reasonable fees
of such attorneys and such other expenses so incurred.
Section 5.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Trustee is intended to be exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing,at law or in equity or by statute or otherwise,and may be exercised without exhausting
and without regard to any other remedy conferred by the Redevelopment Law or any ether law.
19
ARTICLE VI
MISCELLANEOUS
Section 6.01, Benefits Limited to Parties. Nothing in this Loan Agreement,expressed or
implied,is intended to give to any person other than the Agency,the Trustee and the Authority,
any right, remedy or claim under or by reason of this Loan Agreement. All covenants,
stipulations,promises or agreements in this Loam Agreement contained by and on behalf of the
Agency shall be for the sole and exclusive benefit of the Authority and of the Trustee acting as
trustee for the benefit of the Owners of the Bonds.
Section 6.02. Successor is Deemed Included in All References to Predecessor. Whenever
in this Loan Agreement either the Agency, the Authority or the Trustee is named or referred to,
such reference shall be deemed to include the successors or assigns thereof, and all the
covenants and agreements in this Loan Agreement contained by or on behalf of the Agency,the
Authority or the Trustee shall bind and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
Section 6.03. Discharge of Loan Agreement. If the Agency shall pay and discharge the
indebtedness on the Loan or any portion thereof in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest
and prepayment premiums(if any)on the Lean or such portion thereof,as and when the
sante become due and payable;
(b) by irrevocably depositing with the Trustee, in trust, at or before maturity,
cash in an amount which, together with the available amounts then on deposit in any of
the funds and accounts established pursuant to the Indenture or this Loan Agreement,in
the opinion or report of Bond Counsel or an Independent Accountant is fully sufficient
to pay all principal of and interest and prepayment premiums (if any) on the Loan or
such portion thereof;or
(c) by irrevocably depositing with the Trustee or any other fiduciary, in trust,
non-callable Defeasance Obligations in such amount as Bond Counsel or an Independent
Accountant shall determine will, together with the interest to accrue thereon and
available moneys then on deposit in the funds and accounts established pursuant to the
Indenture or this Loan Agreement, be fully sufficient to pay and discharge the
indebtedness on the Loan or such portion thereof (including all principal, interest and
prepayment premiums)at or before maturity;
then,at the election of the Agency but only if all other amounts then due and payable hereunder
shall have been paid or provision for their payment made, the pledge of and lien upon the Tax
Revenues and other funds provided for in this Loan Agreement and all other obligations of the
Trustee, the Authority and the Agency under this Loan Agreement with respect to the Loan or
such portion thereof shall cease and terminate, except only the obligation of the Agency to pay
or cause to be paid to the Trustee, from the amounts so deposited with the Trustee or such
other fiduciary, all sums due with respect to the Lean or such portion thereof, and to pay all
expenses and costs of the Trustee when and as such expenses and costs become due and
payable. Notice of such election shall be filed with the Authority and the Trustee. Any funds
thereafter held by the Trustee hereunder,which are not required for said purpose, shall be paid
over to the Agency.
20
Notwithstanding the foregoing provisions of this Section 6.03, this Loan Agreement and
the obligations of the Agency hereunder shall not be discharged under this Section 6.03 unless
and to the extent that the Bonds shall have been discharged in whole or in part pursuant to the
provisions of Section 9.03 of the Indenture.
Section 6.04. Amendment. This Loan Agreement may be amended by the parties
hereto,but only under the circumstances set forth in, and in accordance with, the previsions of
Section 5.09 of the Indenture. The Authority and the Trustee covenant that the Indenture shall
not be amended, nor shall the Authority agree or consent to any amendment of the Indenture,
without the prior written consent of the Agency (except that such consent shall not be required
in the event that an Event of Default shall have occurred and be continuing hereunder).
Section 6.05. Waiver of Personal Liability. No member,officer, agent or employee of the
Agency shall be individually or personally liable for the payment of the principal of or interest
on the Lean; but nothing herein contained shall relieve any such member, officer, agent or
employee from the performance of any official duty provided by law.
Section 6.06. Payment on Business Days. Whenever in this Loan Agreement any
amount is required to be paid on a day which is not a Business Day, such payment shall be
required to be made on the Business Day immediately following such day, provided that
interest on such payment shall not accrue from and after such day.
Section 6.07. Notices. Any notice,request,complaint,demand or other communication
under this Loan Agreement shall be given by first class mail or personal delivery to the party
entitled thereto at its address set forth below, or by telecopy or other form of
telecommunication, at its number set forth below. Notice shall be effective either (a) upon
transmission by telecopy or other form of telecommunication, (b) 48 hours after deposit in the
United States mail, postage prepaid, or (c) in the case of personal delivery to any person,upon
actual. receipt. The Authority, the Agency or the Trustee may, by written notice to the other
parties, from time to time modify the address or number to which communications are to be
given hereunder.
If to the Authority: County of Contra Costa
Public Financing Authority
County Administration Building
c/o Community Development Department
651 Pine Street,4th Floor,North Wing
Martinez, California 94553
Attention: Deputy Executive Director
Telecopier: (925) 646-1309
If to the Agency: Contra Costa County Redevelopment Agency
County Administration Building
c/o Community Development Department
651 Pine Street,4th Floor,North Wing
Martinez, California 94553
Attention: Deputy Director_Redevelopment
Telecopier: (925) 646-1309
If to the Trustee: U.S. Bank Trust National Association
One California Street, 4th Floor
San Francisco, California 94111
Attention: Corporate Trust Services
Telecopier: (415) 273-4588
21
Section 6.08. Partial Invalidity. If any Section,paragraph, sentence, clause or phrase of
this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding
shall not affect the validity of the remaining portions of this Loan Agreement. The Agency
hereby declares that it would have adopted this Loan Agreement and each and every other
Section, paragraph, sentence, clause or phrase hereof and authorized the Loan irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Loan
Agreement may be held illegal,invalid or unenforceable.
Section 6.019. Article and Section Headings and References. The headings or titles of the
several Articles and Sections hereof, and any table of contents appended to copies hereof, shall
be solely for convenience of reference and shall not affect the meaning,construction or effect of
this Agreement. All references herein to "Articles," „Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement; the words "herein,"
"hereof," "hereby," "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or subdivision hereof; and words of the
masculine gender shall mean and include words of the feminine and neuter genders.
Section 6.10. Execution of Counterparts. This Agreement may be executed in any
number of counterparts,each of which shall for all purposes be deemed to be an original and all
of which shall together constitute but one and the same instrument.
Section 6.11. Governing Law. This Agreement shall be construed and governed in
accordance with the laws of the State.
Section 6.12. Assignment. Pursuant to Section 4.01 of the Indenture, the Authority has
assigned its right, title and interest (but not its duties or obligations) in this Agreement (other
than its rights under Section 4.10 and 5.04 hereof) to the Trustee, for the benefit of the Owners
from time to time of the Bonds. The Agency hereby consents to such assignment.
The Agency shall not assign its interest in this Agreement without the prior written
consent of the Authority and the Trustee.
The assignment of this Agreement to the Trustee is solely in its capacity as Trustee under
the Indenture and the duties, powers and liabilities of the Trustee in acting hereunder shall be
subject to the provisions of the Indenture,including,without limitation,the provisions of Article
SII thereof.
22
IN WITNESS WHEREOF, the CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY have
caused this Loan Agreement to be signed by their respective officers all as of the day and year
first above written.
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY
By
Deputy Executive Director
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
By
Deputy Director-Redevelopment
03012.0'14086
23
EXHIBIT A
SCHEDULE OF LOAN PAYMENTS
Principal Interest Aggregate
Loan Payment Date Installment Installment Loan Pa
Ymer►t
A-1
Quint&Thim_m4g LIS' 10/23/98
2/2/99
RODEO LOAN AGREEMENT
by and between the
CONTRA COSTA COUNTY REDEVELOPMENT AGENC`V'
and the
COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY
Dated as of March 1,1999
Relating to.
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)
03012.01:)4087
_
`
`
TABLE OF CONTENTS
AdRTICLEI
DEFINITIONS
Section 1.01. l}efinitimny..'....................................'..... 2
Section 1.02. Rules ofConstruction.......................................................................�.�....�..........�..5
ARTICLE 11
THE LOAN; APPLICATION OF LOAN PROCEEDS; PARITY DEBT
Section 2.01. Authorization.................................................................. ........ 6
Section 2.02. Disbursement and Application ofLoan Proceeds.... ....—..........—..........................
6ectimo2.03. ---------------6
Section 2.04. Optional Prepayment of the Loan-........................................... ............................7
Section2.05. [Beaerve6]........................ .............................................................................. ....7
Section 2.O6. Redevelopment Fund ___________________________.7
Section 2.07. Lovvand��oderateHousing Account............................ ...................................—,7
Section2.08. Reserve Fund................. ........ ................................................._----.---7
Section2.09. ..................................... .............. .......................................8
Section 228. Issuance ufSubordinate Debt................ ....................................... .............---9
Section2.11. Validity ofLoan.....................................................................................................9
ARTICLE III
PLEDGE AND APPLICATION OF TAX REVENUES
Section 3.01. Pledge of Tax Revenues......................................................................................1O
Section 3.02. Special Fund;Deposit nfIaxBevenoea...............................................................18
Section 3.03. Transfer ofTax Revenues From Special Fund..................................... ................1O
Section 3.04. Investment of Moneys, Valuation of Investments...................................................I1
ARTICLE IV
OTHER COVENANTS OpTHE AGENCY
Section 4.01. Punctual Payment; Extension of Payments................... ............. .—................ ...l2
Section 4.02. Limitation uoAdditional Indebtedness;junior Pledge ioFavor ofCertain Other
LoanAgreements...............................................................................................12
Section � . cayunz,t o/Claims......................................................................—....................I3
Section 4.04. Books and Accounts;Financial Statements...........................................................13
Section 4.05. Protection nfSecurity andRights.........................................................................14
Section 4.06. Payments of Taxes and Other C6az0ea..�.............................................................14
Section 4.C7 Taxation ofLeased Property......................................... ......................................l4
Section 4O0
. . Disposition .........................-- ........................... ........... ...............14
Section 4.09. Maintenance ofTax Revenues.......... ............................ ...... .... .......................I4
Section 4.20. Indemnification................................................... .............l5
Section 4.I1. Tax Covenants..................................................... —~-------_----.—I5
Section 4]2. Payment of Rebatable Am ....... ^..............................--...... ..................—15
Section 4.13.
Redevelopment Project Area....................... .'...............—.............,.....l6
Section 4.14. Continuing ..............l6
Section 4.15. Annual Review mfTax Revenues........................................................................16
Section 4.16. Payment ofAuthority Expenses..........................................................................16
Section 4.17. Further Assurances ............................................................................................16
'�
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default......... ............ ............................-.................... ........... .....17
Section 5.02. Application of Funds Upon Default.....................................................................17
Section5.03. No Waiver........ ................................................... ............. .....--...—..............18
Section 5.04. Agreement to Pay Attorneys' Fees and Expenses.................................................18
Section 5.05. Remedies Not Exclusive.......... ...........................................................................18
ARTICLE VI
MISCELLANEOUS
Section 6.01. Benefits Limited to Parties........................................................... .......................19
Section 6.02. Successor is Deemed Included in All References to Predecessor........... ............ ...19
Section 6.03. Discharge of Loan Agreement............................................................. ...............19
Section6.04. Amendment.......................................................................................................20
Section 6.05. Waiver of Personal Liability......... ....... ........................................... .............. ...20
Section 6.06. Payment on Business Days............................................... ........... .......... .......20
Section6.07. Notices..................................................... ........................................ ................20
Section 6.08. Partial Invalidity........... ...... ............... ................................................. ......21
Section 6.09. Article and Section Headings and References.......................................................21
Section 6.10. Execution of Counterparts.... ........................... ................................. ............--21
Section6.11. Governing Law.................. ............. .................................................. ........ ......21
Section6.12. Assignment........... ..............................................................—.........................21
EXHIBIT A-SCHEDULE OF LOAN PAYMENTS
RODEO LOAN AGREEMENT
THIS RODEO LOAN AGREEMENT is made and entered into as of March 1, 1999, by
and between the CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body,
corporate and politic, duly organized and existing under the laws of the State of California (the
"Agency"), and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a
joint powers authority organized and existing under the laws of the State of California (the
"Authority").
WITNESSETH.
WHEREAS, the Agency is a public body, corporate and politic, duly established and
authorized to transact business and exercise powers under and pursuant to the provisions of
Part 1 of Division 24 of the Health and Safety Code of the State of California (the
"Redevelopment Law"), and has the power under Section 33601 of the Redevelopment Law to
borrow money for any of its corporate purposes; and
WHEREAS, a redevelopment plan for Rodeo Redevelopment Project Area (the
"Redevelopment Project"), in the County of Contra Costa, has been adopted in compliance
with all requirements of the Redevelopment Law;and
WHEREAS, the Agency has requested the Authority to make a loan (the "Loan") to the
Agency hereunder for the purpose of providing funds to assist in the financing of redevelopment
activities within and of benefit to the Redevelopment Project, including, without limitation,
financing for the purpose of increasing and improving within the County of Contra Costa the
supply of low and moderate income housing available at affordable housing cost, all as
provided herein, and the Agency hereby finds and determines that there will be significant
public benefits accruing from such borrowing, consisting of demonstrable savings in effective
interest rates and financing costs associated with the issuance of bonds as described herein;
and
WHEREAS, concurrent with the execution and delivery of this Loan Agreement the
Authority has issued its $ aggregate principal amount of 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) for the purpose of,
among other things,making the Loan hereunder; and
WHEREAS, in order to establish and declare the terms and conditions upon which the
Loan is to be made and secured, the Agency and the Authority wish to enter into this Loan
Agreement;and
WHEREAS, all acts and proceedings required by law necessary to snake this Loan
Agreement, when executed by the Agency and the Authority, the valid, binding and legal
obligations of the Agency and the Authority, and to constitute this Loan Agreement a valid and
binding agreement for the uses and purposes herein set forth in accordance with its terms,have
been done and taken, and the execution and delivery of this Loan Agreement have been in all
respects duly authorized.
NOW,THEREFORE,in consideration of the premises and the mutual agreements herein
contained,the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Unless the context clearly otherwise requires or unless
otherwise defined herein,the capitalized terms in this Loan Agreement shall have the respective
meanings which such terms are given in Section 1.01 of the Indenture. In addition,the following
terms defined in this Section 1.01 shall, for all purposes of this Loan Agreement, have the
respective meanings herein specified.
"Additional Revenues" means, as the date of calculation, the amount of Tax Revenues
which, as shown in the Report of an Independent Redevelopment Consultant, are estimated to
be receivable by the Agency within the Fiscal Year following the Fiscal Year in which such
calculation is made as a result of increases in the assessed valuation of taxable property in the
Project Area due to transfer of ownership or any other interest in real property which has been
recorded but which is not then reflected on the tax rolls.
For purposes of this definition, the term "increases in the assessed valuation" means the
amount by which the assessed valuation of taxable property in the Project Area is estimated to
increase above the assessed valuation of taxable property in the Project Area (as evidenced in
the written records of the County) as of the date on which such calculation is made.
"Business Inventor�v Tax Subvention" means all amounts payable by the State to the
Agency under and pursuant to the provisions of Chapter 1.5 of Part 1 of Division 4 of Title 2
(commencing with Section 16110) of the Government Code of the State.
"Event of Default" means any of the events described in Section 5.01.
"Fiscal Year"means any twelve-month period extending from July 1 in one calendar year
to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month
period selected and designated by the Agency as its official fiscal year period pursuant to a
Written Certificate of the Agency filed with the Trustee.
"Independent Redeveloament Consultant" means any consultant or firm of such
consultants appointed by or acceptable to the Agency, and who, or each of whom: (a) is
judged by the Agency to have experience in matters relating to the collection of Tax Revenues or
otherwise with respect to the financing of redevelopment projects; (b) is in fact independent
and not under the domination of the Agency; (c) does not have any substantial interest, direct
or indirect, with the Agency, other than as original purchaser of the Bonds or any Parity Debt;
and (d) is not connected with the Agency as an officer or employee of the Agency, but who
may be regularly retained to make reports to the Agency.
"Indenture" means the Indenture of Trust dated as of March 1, 1999, by and between
the Authority and the Trustee, authorizing the issuance of the Bonds, as originally executed or
as it may from time to time be supplemented,modified or amended.
"Loan" means the loan made by the Authority to the Agency in the aggregate principal
amount of $ pursuant to Section 2.01.
"Loan Agreement" means this Loan Agreement by and between the Agency and the
Authority, as originally executed and as it may from time to time be amended, modified or
supplemented.
2
"Loan Disbursement Fund" means the fund that name established and held by the
Trustee pursuant to Section 2.02 hereof.
"Low and Moderate Housing Account" means the account of the Agency established
pursuant to Section 2.07, constituting a part of the Low and Moderate Income Housing Fund of
the Agency established pursuant to Section 33334.3 of the Redevelopment Law.
"Maximum Annual Debt Service" means, as of the date of calculation, the largest
amount obtained by totaling, for the current or any future Bond Year,the sum of(a) the amount
of interest payable on the Loan and all outstanding Parity Debt in such Bond Year, assuming
that principal thereof is paid as scheduled and that any mandatory sinking fund payments are
made as scheduled, and (b) the amount of principal payable on the Loan and on all
outstanding Parity Debt in such Bond Year, including any principal required to be prepaid by
operation of mandatory sinking fund payments. For purposes of such calculation,there shall be
excluded a pro rata portion of each installment of principal of any Parity Debt, together with
the interest to accrue thereon, in the event and to the extent that the proceeds of such Parity
Debt are deposited in an escrow fund from which amounts may not be released to the Agency
unless the Tax Revenues for the current Fiscal Year (as evidenced in the written records of the
County), plus at the option of the Agency the Additional Revenues, at least equal one hundred
twenty percent(120%) of the amount of Maximum Annual Debt Service.
"Parity Debt" means (a) any loans, bonds, notes, advances or indebtedness payable
from Tax Revenues on a parity with the Loan to finance the Redevelopment Project, issued or
incurred pursuant to and in accordance with the first paragraph of Section 2.09, or (b) any
Refunding Debt issued or incurred in accordance with the provisions of the second paragraph of
Section 2.09.
"Parity Debt Instrument" means any resolution, indenture of trust, trust agreement or
other instrument authorizing the issuance of any Parity Debt.
"Plan Limitations" means the limitations contained or incorporated in the
Redevelopment Plan on (a) the aggregate principal amount of indebtedness payable from Tax
Revenues which may be outstanding at any time, (b) the aggregate amount of taxes which may
be divided and allocated to the Agency pursuant to the Redevelopment Plan, and (c) the period
of time for establishing or repaying indebtedness payable from Tax Revenues.
"Project Area" means the area of the Redevelopment Project as described in the
Redevelopment Plan.
"Redevelopment Fund" means the fund established and held by the Agency pursuant to
Section 2.06.
"Redeveloi2 .ent Law" means the Community Redevelopment Law of the State,
constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts
amendatory thereof and supplemental thereto.
"Redevelopment Plan" means the Redevelopment Plan for Redevelopment Project Area,
approved by Ordinance No. 90-50 enacted by the Board of Supervisors of the County on July
10, 1990, together with any amendments thereof at any time duly authorized pursuant to the
Redevelopment Law.
"Rgdevelopment Project" means the undertaking of the Agency pursuant to the
Redevelopment Plan and the Redevelopment Law for the redevelopment of the Project Area.
3
"Refunding,. I bt" means any loan, bond, note, advance or indebtedness payable from
Tax Revenues on a parity with the Loan; provided that the proceeds thereof are used to refund
all or a portion of the Loan or any Parity Debt (and to pay costs of issuance of and fund a
reserve fund for such Refunding Debt),and the debt service due on such Refunding Debt in any
Fond Year in which the Loan or such Parity Debt is Outstanding is not greater than the debt
service due on the portion of the Loan or any Parity Debt refunded with the proceeds of such
Refunding Debt.
"Reimbursement Agreements" means, collectively, any agreements entered into by the
Agency which are permitted under Section 4.09, under which the Agency is obligated to pay or
cause to be paid to other entities amounts which would otherwise be treated as Tax Revenues.
"Report" means a document in writing signed by an Independent Redevelopment
Consultant and including: (a) a statement that the person or firm making or giving such Report
has read the pertinent provisions of this Loan Agreement to which such Report relates; (b) a
brief statement as to the nature and scope of the examination or investigation upon which the
Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient
examination or investigation was made as is necessary to enable said consultant to express an
informed opinion with respect to the subject matter referred to in the Report..
".Reserve Fund" means the fund established and held hereunder by the Trustee pursuant
to Section 2.08.
"Reserve Requirement" means, as of any calculation date, an amount equal to Maximum
Annual Debt Service. The Reserve Requirement as of the Closing Date is $
"Special Fund" means the fund established and held hereunder by the Agency pursuant
to Section 3.02.
"Subordinate Debt" means any loans, advances or indebtedness issued or incurred by
the Agency in accordance with the requirements of Section 2.10, which are either: (a) payable
from,but not secured by a pledge of or lien upon, the Tax Revenues; or (b) secured by a pledge
of or lien upon the Tax Revenues which is subordinate to the pledge of and lien upon the Tax
Revenues hereunder for the security of the Loan and any Parity Debt.
"Tax Revenues" means all taxes annually allocated to the Agency with respect to the
Project Area following the Closing Date pursuant to Article 6 of Chapter 6 (commencing with
Section 33670) of the Redevelopment Law and Section 16 of Article XVI of the Constitution of
the State and as provided in the Redevelopment Plan, including (a) all payments, subventions
and reimbursements (if any) to the Agency specifically attributable to ad valorem taxes lost by
reason of tax exemptions and tax rate limitations, and (b) all amounts of such taxes required to
be deposited into the Low and Moderate Income Housing Fund of the Agency in any Fiscal Year
pursuant to Section 33334.3 of the Redevelopment Law, to the extent permitted to be applied
to the payment of principal, interest and premium (if any) with respect to the Loan and any
Parity Debt; but excluding (w) amounts of such taxes required to be deposited into the Low
and Moderate Income Housing Fund of the Agency in any Fiscal Year pursuant to Section
33334.3 of the Redevelopment Law, to the extent not permitted to be applied to the payment of
principal, interest and premium (if any) with respect to the Loan and/or any Parity Debt, (y)
all amounts of such taxes required to be paid by the Agency pursuant to the Reimbursement
Agreements, and(z)the Business Inventory Tax Subvention.
"Trustee" means U.S. Bank Trust National Association, a banking association organized
and existing under the laws of the United States of America, and its successors and assigns
acting as trustee under the Indenture.
4
"Written Request of the Agency" or "Written Certificate of the Agency" means a request
or certificate, in writing, signed by the Chair, dice Chair, Executive Director, Assistant
Executive Director,Deputy Executive Director,Deputy Director-Redevelopment or Treasurer
of the Agency, or by any other officer of the Agency duly authorized by the Agency for that
purpose.
Section 1.02. Rules of Construction. All references herein to "Articles," "Sections" and
other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan
Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import
refer to this Loan Agreement as a whole and not to any particular Article, Section or
subdivision hereof.
5
ARTICLE H
THE LOAN;APPLICATION OF LOAN PROCEEDS;PARITY DEBT
Section 2.01. Authorization. The Authority hereby agrees to lend to the Agency, from a
portion of the proceeds of sale of the Bonds deposited in the Loan Fund established under the
Indenture, the aggregate principal amount of Million Thousand Dollars
($ ) under and subject to the terms of this Loan Agreement, the Bond Law and the
Redevelopment Law. This Loan Agreement constitutes a continuing agreement with the
Authority to secure the full and final payment of the Loan, subject to the covenants,
agreements,provisions and conditions herein contained.
Section 2.02. Disbursement and Application of Loan Proceeds.
On the Closing Date of the Bonds, the Authority shall cause to be deposited into the
Loan Disbursement Fund, which fund is hereby created, the amount of$_, which shall
be held by the Trustee and which shall be disbursed as follows:
(a) The Trustee shall deposit the amount of $ in the Costs of
Issuance Fund.
(b) The Trustee shall transfer the amount of $ to, or upon the
order of,the Agency for deposit in the Redevelopment Fund.
(c) The Trustee shall deposit the amount of $ in the Reserve
Fund.
(d) The Trustee shall transfer the amount of $ _ to, or upon the order of,
the Agency for deposit in the Low and Moderate Housing Account.
[(e) The Trustee shall deposit the amount of$ in the Interest Account,
which amount represents capitalized interest on the Loan and shall be credited against
amounts otherwise due on the Loan on August 1, 19991.
In addition to the foregoing, the Trustee shall be deemed to have distributed to the
Agency on the Closing Date a pro rata share of the underwriter's discount and original issue
discount on the Bonds in the aggregate amount of$
Section 2.03. Repayment of Loan. The Agency shall repay the principal of the Loan in
installments on August 1 in each of the years and in the amounts, and shall pay interest on the
unpaid principal balance of the Loan on each Interest Payment Date and in the amounts, as set
forth in Exhibit A attached hereto and by this reference incorporated herein. Any installment of
principal or interest which is not paid when due shall continue to accrue interest at the net
effective rate of interest then borne by the Loan from and including the date on which such
principal or interest is payable to but not including the date of actual payment.
In the event the unpaid principal installments of the Loan shall be prepaid in whole or in
part pursuant to Section 2.04, or in the event the Bonds shall be redeemed pursuant to Section
2.02 of the Indenture,the schedule of principal installments set forth in Exhibit A hereto shall be
reduced on a pro rata basis in integral multiples of $5,000 corresponding to the principal
amount of the Bonds redeemed pursuant to the Indenture.
6
Principal of and interest on the Loan shall be payable by the Agency to the Trustee, as
assignee of the Authority under the Indenture, in immediately available funds which constitute
lawful money of the United States of America. Payment of such principal and interest shall be
secured, and amounts for the payment thereof shall be deposited with the Trustee at the times,
as set forth in Article III. Notwithstanding the foregoing provisions of this Section 2.03, in lieu
of payment of any installment of principal of the Loan coming due and payable on August 1 in
any year in which Term Bonds are subject to mandatory sinking fund redemption under the
Indenture,the Agency shall have the right to purchase any of such Term Bonds in an amount not
exceeding the amount thereof which is subject to mandatory sinking fund redemption on such
August 1, and tender such Term Bonds to the Trustee for cancellation, provided that such
tender shall be made before the preceding June 15.
Section 2.04. Optional Prepayment of the Loan. The Agency shall have the right to
prepay the unpaid principal installments of the Loan, in whole or in part in any integral
multiple of $5,000, on any date on which the Bonds are subject to optional redemption
pursuant to Section 2.02(a) of the Indenture,by depositing with the Trustee in the Revenue Fund
an amount sufficient to redeem a like aggregate principal amount of Bonds pursuant to Section
.2.02(a) of the Indenture, together with the amount of accrued interest and premium (if any)
required to be paid upon such redemption. The Authority agrees that upon payment by the
Agency to the Trustee of such amount, the Authority shall take or cause to be taken any and all
steps required under the Indenture to redeem such Outstanding Bonds on the redemption date
designated pursuant to a Written Request of the Agency filed with the Authority and the
Trustee, provided, however, that such date shall be a date of redemption of Bonds for which
notice has been timely given pursuant to the Indenture.
Section 2.05. [Reserved] .
Section 2.06. Redevelopment Fund. There is hereby established a separate fund to be
known as the "Rodeo Redevelopment Project 1999 Redevelopment Fund", which shall be held
and maintained by the Agency. The moneys in the Redevelopment Fund shall be used solely in
the manner provided by the Redevelopment Law and the Redevelopment Plan to provide
financing for the Redevelopment Project.
Section 2.07. Low and Moderate Housing Account. There is hereby established a
separate fund to be known as the "Rodeo Redevelopment Project 1999 Low and Moderate
Housing Account",which shall be held and maintained by the Agency. The moneys in the Low
and Moderate Housing Account shall be used solely in the manner and for the purposes as
provided by Sections 33334.2 and 33334.3 of the Redevelopment Law.
Section 2.08. Reserve Fund.
(a) Establishment of Reserve Fund. There is hereby established a separate fund to be
known as the "Rodeo Redevelopment Project 1992 Reserve Fund", which shall be held by the
Trustee in trust for the benefit of the Authority and the Owners of the Bonds. Amounts initially
deposited in the Reserve Fund shall be derived from the proceeds of the Loan deposited therein
pursuant to Section 2.02(c). The amount on deposit in the Reserve Fund shall be maintained at
the Reserve Requirement at all times prior to the payment of the Loan in full pursuant to Section
6.03, except to the extent required for the purposes set forth in this Section 2.08.
(b) Transfers to Principal AQQQunt and Interest Account. In the event that the Agency
shall fail to deposit with the Trustee the full amount required to be deposited pursuant to
Section 3.03(a), the Trustee shall withdraw from the Reserve Fund and transfer to the Interest
Account and the Principal Account, in such order, the difference between the amount required
to be deposited pursuant to Section 3.03(a) and the amount actually deposited by the Agency.
7
In the event that the amount on deposit in the Reserve Fund shall at any time be less than the
Reserve Requirement,the Trustee shall promptly notify the Agency of the amount required to be
deposited therein to restore the balance to the Reserve Requirement, such notice to be given by
telephone,telecopy or other form of telecommunication,promptly confirmed in writing.
(c) Transfers of Excess Over Reserve Requirement. In the event that the amount on
deposit in the Reserve Fund on any Interest Payment Date exceeds the Reserve Requirement,the
Trustee shall withdraw from the Reserve Fund and deposit to the Revenue Fund all amounts in
excess of the Reserve Requirement, and credit such amounts towards the deposit then required
to be made by the Agency pursuant to Section 3.03(x).
(d) Alternative Funding of Reserve Requirement. The Agency may fund all or a portion
of the Reserve Requirement with one or more Qualified Reserve Fund Credit Instruments. Upon
deposit of any Qualified Reserve Fund Credit Instrument with the Trustee, the Trustee shall pay
to the Agency from amounts in the Reserve Fund an amount equal to the principal of the
Qualified Reserve Fund Credit Instrument.
In any case where the Reserve Fund is funded with a combination of cash and a
Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before
drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any
available moneys provided by the Agency shall be used first to reinstate the Qualified Reserve
Fund Credit Instrument and second, to replenish the cash in the Reserve Fund. In the event the
Qualified Reserve Fund Credit Instrument is drawn upon, the Agency shall make payment of
interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making
any payments pursuant to subsection (a) of Section 3.03.
In the event the Qualified Reserve Fund Credit Instrument will lapse or expire, the
Agency shall draw upon such Qualified Reserve Fund Credit Instrument prior to its lapsing or
expiring, make deposits from available Tax Revenues to the Reserve Fund to increase the
amount on deposit therein to the Reserve Requirement or substitute such Qualified Reserve Fund
Credit Instrument with a Qualified Reserve Fund Credit Instrument that satisfies the
requirements of this subsection (d).
Section 2.09. Rarity Debt. In addition to the Loan,the Agency may issue or incur Parity
Debt in such principal amount as shall be determined by the Agency. The Agency may issue
and deliver any Parity Debt subject to the following specific conditions which are hereby made
conditions precedent to the issuance and delivery of such Parity Debt issued under this Section
2.09.
(a) No Event of Default shall have occurred and be continuing, and the Agency
shall otherwise be in compliance with all covenants set forth in this Loan Agreement.
(b) The Tax Revenues for the then current Fiscal Year, as set forth in a Written
Certificate of the Agency, based on assessed valuation of property in the Project Area
as evidenced in the written records of the County, plus at the option of the Agency the
Additional Revenues, shall be at least equal to one hundred twenty percent (120%) of
Maximum Annual Debt Service.
(c) The related Parity Debt Instrument shall provide that:
(i) interest on such Parity Debt shall be payable on .February 1 and
August 1 in each year of the term of such Parity Debt except the first twelve-
month period,during which interest may be payable on any February 1 or August
8
1 and provided that there shall be no requirement that such Parity Debt pay
interest on a current basis, and
(ii) the principal of such Parity Debt shall not be payable on any date
other than August 1 in any year; and
(iii) money(and/or a Qualified Reserve Fund Credit Instrument) shall be
deposited in a reserve account created under such Parity Debt Instrument from
the proceeds of said Parity Debt in an amount equal to Maximum Annual Debt
Service on such Parity Debt.
(d) The proceeds of such Parity Debt may be deposited into an escrow fund
from which amounts may not be released to the Agency unless the Tax Revenues for the
most recent Fiscal Year (as evidenced in the written records of the County), plus at the
option of the Agency the Additional Revenues, at least equals one hundred twenty
percent (120%) of the amount of Maximum Annual Debt Service;,provided, however, that
the related Parity Debt Instrument shall provide that no amounts may be released from
such escrow fund until all amounts have been released or otherwise withdrawn from any
escrow fund established with respect to other Parity Debt which has previously been
issued.
(e) The issuance of such Parity Debt shall not cause the Agency to exceed any
applicable Plan Limitations. Without limiting the generality of the foregoing,the Agency
shall not issue any Parity Debt in the event and to the extent that either (a) the amount
of Maximum Annual Debt Service in any Bond Year following such issuance exceeds the
aggregate amount of Tax Revenues which are eligible under the Redevelopment Plan to
be allocated to the Agency in any Fiscal Year,or(b)the aggregate amount of debt service
on all outstanding obligations of the Agency, including such Parity Debt, exceeds the
aggregate amount of Tax Revenues which are eligible under the Redevelopment Plan to
be allocated and paid to the Agency during the period while such outstanding
obligations remain outstanding, or (c) the aggregate principal amount of all outstanding
obligations of the Agency,including such Parity Debt,exceeds any applicable limit in the
Redevelopment Plan on the aggregate principal amount of indebtedness which the
Agency is permitted to have outstanding at any one time.
(f) The Agency shall deliver to the Trustee a Written Certificate of the Agency
certifying that the conditions precedent to the issuance of such Parity Debt set forth in
subsections (a), (b), (c), (d) and (e) above have been satisfied.
Notwithstanding the foregoing, the Agency may issue or incur Refunding Debt in such
principal amount as shall be determined by the Agency so long as the conditions set forth in
subsections (a), (e) and (e) above are met, and the Agency delivers to the Trustee a Written
Certificate of the Agency certifying that such conditions precedent to the issuance of such
Refunding Debt set forth in subsections (a), (c) and (e) above have been met and such Refunding
Debt is otherwise in accordance with the definition of Refunding Debt herein.
Section 2.20. issuance of Subordinate Debt. In addition to the Loan and any Parity
Debt, from time to time the Agency may issue or incur Subordinate Debt in such principal
amount as shall be determined by the Agency, provided that the issuance of such Subordinate
Debt shall not cause the Agency to exceed any applicable Plan Limitations.
Section 2.711.. Validity of Loan. The validity of the Loan shall not be dependent upon
the completion of the Redevelopment Project or upon the performance by any person of its
obligation with respect to the Redevelopment Project.
9
ARTICLE III
PLEDGE AND APPLICATION OF TAX REVENUES
Section 3.01. Pledge of Tax Revenues. The Loan and all Parity Debt shall be equally
secured by a first pledge of and lien on all of the Tax Revenues and all of the moneys on deposit
in the Special Fund, without preference or priority for series, issue, number, dated date, sale
date, date of execution or date of delivery. Except for the Tax Revenues and other funds
pledged hereunder,no funds or properties of the Agency shall be pledged to,or otherwise liable
for,the payment of principal of or interest or prepayment premium(if any) on the Loan.
Section 3.02. Special Fund, Deposit of Tax Revenues. There is hereby established a
special fund to be known as the "Rodeo Redevelopment Project 1999 Special Fund", which
shall be held by the Agency as a separate fund apart from all other funds and accounts of the
Agency. The Agency shall deposit all Tax Revenues in the Special Fund promptly upon the
receipt thereof, until such time (if any) during such Bond Year as the amounts on deposit in the
Special Fund equal the aggregate amounts required to be transferred to the Trustee pursuant to
Section 3.03. Except as may be otherwise provided in any Parity Debt Instruments, any Tax
Revenues received during such Bond Year in excess of such amounts shall be released from the
pledge and lien hereunder and may be used for any lawful purposes of the Agency.
Prior to the payment in full of the principal of and interest and prepayment premium(if
any) on the Loan and all Parity Debt and the payment in full of all other amounts payable
hereunder and under any Parity Debt Instruments, the Agency shall not have any beneficial right
or interest in the moneys on deposit in the Special Fund, except only as provided in this Loan
Agreement and in any Parity Debt Instruments, and such moneys shall be used and applied as
set forth herein and in any Parity Debt Instruments.
Section 3.03. Transfer of Tax Revenues From Special Fund. In addition to the transfers
required to be made pursuant to any Parity Debt Instruments,the Agency shall withdraw from
the Special Fund and transfer to the Trustee the following amounts at the following times and in
the following order of priority:
(a) Interest and Principal Deposits. No later than the fifteenth (15th) calendar
day of the month preceding each date on which the principal of or interest on the Loan
or any Parity Debt shall become due and payable, including but not limited to the
principal amount of the Loan to be prepaid hereunder together with any prepayment
premium thereon, the Agency shall withdraw from the Special Fund and transfer to the
Trustee an amount which,together with the amounts then held on deposit in the Interest
Account, the Principal Account and the Revenue Fund,is equal to the aggregate amount
of such principal, interest and prepayment premium.
(b) Reserve Fund Deposits. In the event that (i) the Trustee shall notify the
Agency pursuant to Section 2.08(b) that the amount on deposit in the Reserve Fund is
less than the Reserve Requirement, or(ii) any Qualified Reserve Fund Credit Investment
shall expire and not be replaced in accordance with Section 2.08(d), or (iii) the amount
in any reserve account described in Section 2.09(c)(iii) shall be less than Maximum
Annual Debt Service on the related Parity Debt,the Agency shall immediately withdraw
from the Special Fund and transfer (x) in the case of any event described in the
preceding clause (i) or (ii), to the Trustee for deposit in the Reserve Fund an amount of
money necessary to maintain the Reserve Requirement in the Reserve Fund, or(y) in the
case of an event described in the preceding clause (iii), to the trustee for such Parity
Debt for deposit in the reserve account established for such Parity Debt an amount of
money necessary to maintain an amount equal to Maximum Annual Debt Service on
10
such Parity Debt in such reserve fund. No such transfer and deposit need be made to
the Reserve Fund so long as there shall be on deposit therein a sum at least equal to the
Reserve Requirement.
Notwithstanding the foregoing, no such transfer and deposit need to be made
upon the occurrence of a default or failure to pay under any Qualified Reserve Fund
Credit Instrument, or any termination thereof prior to its stated termination date, except
as a result of a default by the Agency.
(c) Surplus. Except as may be otherwise provided in any Parity Debt
Instruments, the Agency shall not be obligated to deposit in the Special Fund in any
Bond Year an amount of Tax Revenues which, together with other available amounts in
the Special Fund, exceeds the amounts required in such Bond Year pursuant to Section
3.03 (a) and (b); and all Tax Revenues which are received by the Agency during any
Bond Year in excess of the amounts required to be deposited in the Special Fund in such
Bond Year shall be released from the pledge thereof and lien thereon which is established
pursuant hereto. In the event that for any reason whatsoever any amounts shall remain
on deposit in the Special Fund on any August 2 after making all of the transfers
theretofore required to be made pursuant to the preceding clauses (a) and (b) and
pursuant to any Parity Debt Instruments, the Agency may withdraw such amounts from
the Special Fund, to be used for any lawful purposes of the Agency, including but not
limited to the payment of any Subordinate Debt, or the payment of any amounts due
and owing to the United States of America pursuant to Section.4.12.
Section 3.04. Investment of Moneys; Valuation of Investments. All moneys in the
Redevelopment Fund, the Low and Moderate Mousing Account and the Special Fund shall be
invested by the Agency in any investments authorized for the investment of Agency funds under
the laws of the State. Obligations purchased as an investment of moneys in any fund or
account established hereunder shall be credited to and deemed to be part of such fund or
account. The Agency may commingle any amounts in any of the funds and accounts held
hereunder with any other amounts held by the Agency for purposes of making any investment,
provided that the Agency shall maintain separate accounting procedures for the investment of
all funds and accounts held hereunder. All interest,profits and other income received from the
investment of moneys in any fund or account established hereunder shall be deposited in such
fund or account. Notwithstanding anything to the contrary contained in this paragraph, an
amount of interest received with respect to any investment equal to the amount of accrued
interest, if any, paid as part of the purchase price of such investment shall be credited to the
fund from which such accrued interest was paid.
For the purpose of determining the amount in any fund or account established
hereunder, the value of investments credited to such fund shall be calculated at the lesser of (a)
the par amount thereof or (b) the cost thereof, excluding accrued interest and brokerage
commissions, if any; except that any investments having a maturity of more than five (5) years
from the date of investment shall be valued at least annually at the market value thereof.
The Agency covenants that all investments of amounts deposited in any fund or account
created by or pursuant to this Loan Agreement, or otherwise containing gross proceeds of the
Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and
valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market
Value. Investments in funds or accounts (or portions thereof) that are subject to a yield
restriction under applicable provisions of the Code shall be valued by the Agency at their
present value(within the meaning of section 148 of the Code).
11
ARTICLE IV
OTHER COVENANTS OF TIME AGENCY
Section 4.01. Punctual Payment; Extension of Payments. The Agency will punctually
pay or cause to be paid the principal of and interest and prepayment premium (if any) on the
Loan in strict conformity with the terms of this Loan Agreement, and it will faithfully observe
and perform all of the conditions, covenants and requirements of this Loan Agreement. The
Agency shall not directly or indirectly extend or assent to the extension of the maturity of any
installment of principal of or interest or premium(if any) on the Loan, and in case the principal
of or interest or premium (if any) on the Loan or the time of payment of any such claims
therefor shall be extended, such principal, interest, premium or claims for interest shall not be
entitled, in case of any Event of Default hereunder, to the benefits of this Loan Agreement
except for payment of all amounts which shall not have been so extended.
Section 4.02. Limitation on Additional Indebtedness,Junior Pledge in Favor of Certain
Other Loan Agreements. (a) The Agency hereby covenants that it shall not issue any bonds,
notes or other obligations, enter into any agreement or otherwise incur any indebtedness,which
is in any case payable from all or any part of the Tax Revenues, excepting only the Loan, any
Parity Debt and any Subordinate Debt, and any obligations entered into pursuant to Section
4.09.
(b) The Agency hereby determines that the low and moderate income housing
components of the redevelopment projects to be financed pursuant to the "Other Loan
Agreements" hereinafter in this subsection referred to are of benefit to the Project Area and that
Tax Revenues shall be applied to meet any deficiency which may exist in the amounts required
to be transferred to the Trustee from one or more of the "Other Reserve Accounts", as
hereinafter defined, such reserve funds being established, respectively, by each of the several
loan agreements, each dated as of March 1, 1999 (May 1, 1992 with respect to the West
Pittsburg and North Richmond project areas), by and between the Agency and the Trustee,
relating respectively to the Oakley, West Pittburg and North Richmond redevelopment project
areas of the Agency (the "Other Project Areas"), (such loan agreements being referred to herein
as the "Other Loan Agreements" and such reserve funds being referred to herein as the "Other
Reserve Accounts"):
(i) in the event there shall, at any time or from time to time, be insufficient
moneys in one or more of the Other Reserve Accounts to transfer to the Trustee when
due the full amount required to be so transferred to the Trustee in accordance with the
applicable provisions of the Other Loan Agreements, the Agency shall cause Tax
Revenues in the amount of such insufficiency to be paid to the Trustee;provided however,
that the obligation to pay such insufficiency shall be apportioned pro rata (to the extent
there are then allocable Tax Revenues available) among the Project Area and such of the
Other Project Areas as do not then have an insufficient reserve account and, provided
further, that the aggregate obligation of the Project Area and the Other Project Areas to
pay such insufficiencies shall not exceed the aggregate debt service on the portion of the
loans made under the Other Loan Agreements and this Loan Agreement attributable to
the proceeds of such loans deposited in the Low and Moderate Income Housing Account
of the Agency pursuant to this Loan Agreement and the Other Loan Agreements (plus a
portion of such loans attributable to reserves and financing costs);
(ii) in the event of any such insufficiency in the Other Reserve Accounts, the
Trustee shall promptly notify the Agency, and upon receipt of any such notice, the
12
Agency shall promptly withdraw from the Special Fund and transfer to the Trustee an
amount equal to the portion of such insufficiency apportioned to the Project Area;
(iii) if there shall then not be sufficient moneys in the Special Fund to transfer an
amount equal to the portion of such insufficiency apportioned to the Project Area, the
Agency shall have an obligation to continue making transfers to the Trustee as moneys
become available in the Special Fund until an amount equal to such portion has been
transferred to the Trustee;
(iv) such obligation to pay Tax Revenues shall be an indebtedness of the Agency
within the meaning of Section 33670 of the Redevelopment Law;
(v) such obligation to pay Tax Revenues shall be, in all respects, junior and
subordinate to the obligation of the Agency to apply Tax Revenues to the payment of
the Loan and any Parity Debt, in accordance with the further provisions of this Loan
Agreement,but such obligation to pay Tax Revenues shall be superior to all other future
obligations payable from Tax Revenues;and
(vi) in the event there shall, at any time or from time to time, be insufficient
moneys in the Reserve Fund to transfer to the Trustee when due the full amount required
to be so transferred to the Trustee in accordance with the applicable provisions of this
Loan Agreement and such insufficiency shall be paid pursuant to one or more of the
Other Loan Agreements, the Agency shall cause the first available surplus Tax Revenues
in the amount of such insufficiency to be returned to the applicable special funds of the
Other Loan Agreements.
If appropriate determinations have been made by the Agency that any portion of a
redevelopment project to be financed with the proceeds of Parity Debt is of benefit to the Other
Project Areas, then the Agency may provide in the applicable Parity Debt Instrument that
provisions of like force and effect to the provisions of this Section 4.02 apply with respect to
any reserve fund established for such Parity Debt and such provisions of such Parity Debt
Instrument shall be deemed to be on a parity with the provisions of this Section 4.02.
Section 4.03. Payment of Claims. The Agency will pay and discharge, or cause to be
paid and discharged, any and all lawful claims for labor, materials or supplies which, if
unpaid,might become a lien or charge upon the Tax Revenues or any part thereof, or upon any
funds in the hands of the Trustee, or which might impair the security of the Loan. Nothing
herein contained shall require the Agency to make any such payment so long as the Agency in
good faith shall contest the validity of said claims.
Section 4.04. Books and Accounts; Financial Statements. The Agency will keep, or
cause to be kept, proper books of record and accounts, separate from all other records and
accounts of the Agency and the County, in which complete and correct entries shall be made of
all transactions relating to the Redevelopment Project, the Tax Revenues, the Special Fund, the
Low and Moderate Housing Account and the Redevelopment Fund. Such books of record and
accounts shall at all times during business hours be subject, upon prior written request, to the
reasonable inspection of the Authority, the Trustee and the Owners of not less than ten percent
(10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives
authorized in writing.
The Agency will cause to be prepared and filed with the Trustee annually, within one
hundred and eighty (180) days after the close of each Fiscal Year so long as any of the Bonds
are Outstanding, complete audited financial statements with respect to such Fiscal Year
showing the Tax Revenues, all disbursements from the Special Fund, the Redevelopment Fund
13
and the Low and Moderate Housing Account and the financial condition of the Redevelopment
Project, including the balances in all funds and accounts relating to the Redevelopment Project,
as of the end of such Fiscal Year. The Agency will furnish a copy of such statements, upon
reasonable request,to any Bond Owner.
Section 4.05. Protection of Security and Rights. The Agency will preserve and protect
the security of the Loan and the rights of the Trustee and the Bond Owners with respect to the
Loan. From and after the Closing Date, the Loan shall be incontestable by the Agency. The
Loan and the provisions of this Loan Agreement are and will be the legal, valid and binding
special obligations of the Agency in accordance with their terms, and the Agency shall at all
times, to the extent permitted by law, defend, preserve and protect all the rights of the Trustee
and the Bond Owners under this Loan Agreement against all claims and demands of all persons
whomsoever.
Section 4.06. Payments of Taxes and Cather Charges. The Agency will pay and
discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other
governmental charges which may hereafter be lawfully imposed upon the Agency or the
properties then owned by the Agency in the Project Area, when the same shall become due.
Nothing herein contained shall require the Agency to make any such payment so long as the
Agency in good faith shall contest the validity of said taxes, assessments or charges. The
Agency will duly observe and comply with all valid requirements of any governmental authority
relative to the Redevelopment Project or any part thereof.
Section 4.07. Taxation of Leased Property. All ad valorem property taxes derived by
the Agency pursuant to Section 33673 of the Redevelopment Law with respect to the lease of
property for redevelopment shall be treated as Tax Revenues for all purposes of this Loan
Agreement.
Section 4.08. Disposition of Property. The Agency will not participate in the
disposition of any land or real property in the Project Area to anyone which will result in such
property becoming exempt from taxation because of public ownership or use or otherwise
(except property dedicated for public right-of-way and except property planned for public
ownership or use by the Redevelopment Plan in effect on the date of this Loan Agreement) so
that such disposition shall, when taken together with other such dispositions, aggregate more
than ten percent (10%) of the land area in the Project Area unless such disposition is permitted
as hereinafter provided in this Section 4.08. If the Agency proposes to participate in such a
disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on
the effect of said proposed disposition. If the Report of the Independent Redevelopment
Consultant concludes that the Tax Revenues following such disposition will be at least equal to
one hundred twenty percent(120%) of Maximum Annual Debt Service on the Loan,the Agency
may thereafter make such disposition. If said Report concludes that, following said proposed
disposition, the Tax Revenues will not be at least equal to one hundred twenty percent (120%)
of Maximum Annual Debt Service on the Loan, the Agency shall not participate in said
proposed disposition.
Section 4.09. Maintenance of Tax Revenues. The Agency shall comply with all
requirements of the Redevelopment Law to insure the allocation and payment to it of the Tax
Revenues, including without limitation the timely filing of any necessary statements of
indebtedness with appropriate officials of the County and (in the case of supplemental
revenues and other amounts payable by the State) appropriate officials of the State. The
Agency shall not amend the Redevelopment Plan or any of the Reimbursement Agreements, or
enter into any agreement with the County or any other governmental or private entity, which
would have the effect of reducing the amount of Tax Revenues otherwise available to the
Agency for payment of the Loan, unless the Agency shall first obtain the Report of an
14
Independent Redevelopment Consultant stating that the Tax Revenues for the then current
Fiscal Year (calculated on the assumption that such reduction of Tax Revenues was in effect
throughout such Fiscal Year),plus at the option of the Agency the Additional Revenues,shall be
at least equal to one hundred twenty percent (120%) of Maximum Annual Debt Service on the
Loan and all Parity Debt.
Section 4.10. Payment of Expenses; Indemnification. The Agency shall pay to the
Trustee from time to time all compensation for all services rendered under this Loan Agreement
and the Indenture, including but not limited to all reasonable expenses, charges, legal and
consulting fees and other disbursements and those of its attorneys, agents and employees,
incurred in and about the performance of its powers and duties hereunder and thereunder. The
Trustee shall have a first lien on the funds held by it under the Indenture and hereunder to
secure the payment to the Trustee of all fees, costs and expenses, including reasonable
compensation to its experts, attorneys and counsel incurred in declaring an Event of Default
and in exercising the rights and remedies set forth in Article V.
The Agency further covenants and agrees to indemnify and save the Trustee and its
officers, directors, agents and employees, harmless against any losses, expenses and liabilities
which it may incur arising out of or in connection with the exercise and performance of its
powers and duties hereunder, including the costs and expenses of defending against any claim
of liability, but excluding any and all losses, expenses and liabilities which are due to the
negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees.
The obligations of the Agency under this paragraph shall survive the resignation or rer�oval of
the Trustee under the Indenture, this Loan Agreement and payment of the Loan and the
discharge of this Loan Agreement.
Section 4.11. Tax Covenants.
(a) Private Business Use Limitation. The Agency shall assure that the proceeds of the
Bonds are not used in a manner which would cause the Bonds to become "private activity
bonds" within the meaning of Section 141(a) of the Tax Code.
(b) Private Loan Limitation. The Agency shall assure that no more than five percent
(5%) of the net proceeds of the Bonds are used, directly or indirectly, to make or finance a loan
(other than loans constituting nonpurpose obligations as defined in the Tax Code or constituting
assessments) to persons other than state or local government units.
(c) Federal Guarantee Prohibition. The Agency shall not take any action or permit or
suffer any action to be taken if the result of the same would be to cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the Tax Code.
(d) No Arbitrage. The Agency shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had
been reasonably expected to have been taken, or had been deliberately and intentionally taken,
on the Closing Date of the Bonds, would have caused the Bonds to be "arbitrage bonds" within
the meaning of Section 148(a) of the Tax Code.
Section 4.12. Payment of Rebatable Amounts. The Agency agrees to furnish all
information to, and cooperate fully with, the Authority, the Trustee and their respective
officers, employees, agents and attorneys, in order to assure compliance with the provisions of
Section 5.08 of the Indenture. In the event that the Authority shall determine, pursuant to
Section 5.08 of the Indenture, that any amounts are due and payable to the United States of
America thereunder and that neither the Authority nor the Trustee has on deposit an amount of
available moneys (excluding moneys on deposit in the funds and accounts established for the
I5
payment of the principal of or interest or redemption premium, if any, on the Bonds) to make
such payment, the Authority shall promptly notify the Agency of such fact. Upon receipt of
any such notice, the Agency shall promptly pay to the Trustee from available Tax Revenues or
any other source of legally available funds, for deposit into the Rebate Account, the amounts
determined by the Authority to be due and payable to the United States of America as a result
of the investment of amounts on deposit in any fund or account established hereunder, together
with all other amounts due and payable to the United States of America.
Section 4.13. Redevelopment of Project Area. The Agency shall ensure that all activities
undertaken by the Agency with respect to the redevelopment of the Project Area are undertaken
and accomplished in conformity with all applicable requirements of the Redevelopment Plan
and the Redevelopment Law.
Section 4.14. Continuing Disclosure. The Agency hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Loan Agreement, failure of the Agency to comply
with the Continuing Disclosure Certificate shall not be considered an Event of Default,however
any Participating Underwriter or any holder or beneficial owner of the Bonds may take such
actions as may be necessary and appropriate, including seeking specific performance by court
order,to cause the Agency to comply with its obligations under this Section 4.14.
Section 4.15. Annual Review of Tax Revenues. The Agency annually shall cause to be
prepared a report which sets forth the total amount of Tax Revenues remaining available to be
received by the Agency under the Redevelopment Plan cumulative tax increment limitations, as
well as future cumulative debt service on the Loan and other obligations of the Agency payable
from Tax Revenues (including the any Subordinate Debt). The Agency will not accept Tax
Revenues greater than the aggregate annual debt service payable by the Agency in any year on
all its obligations if such acceptance will cause the amount remaining under the tax increment
limit to fall below remaining cumulative debt service, except for the purpose of depositing such
revenues in escrow for future debt service or to prepay the Loan.
Section 4.16. Payment of Authority Expenses. The Agency hereby agrees to pay any
and all expenses of the Authority incurred in connection with the administration of the Bonds,
including but not limited to trustee fees and expenses.
Section 4.17. Further Assurances. The Agency will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this Loan
Agreement and for the better assuring and confirming unto the Trustee, the Authority and the
Owners of the Bonds of the rights and benefits provided in this Loan Agreement.
16
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default. The following events shall constitute Events of Default
hereunder:
(a) Failure by the Agency to pay the principal of or interest or prepayment
premium (if any) on the Loan or any Parity Debt when and as the same shall become
due and payable.
(b) Failure by the Agency to observe and perform any of the covenants,
agreements or conditions on its part contained in this Loan Agreement, other than as
referred to in the preceding clause (a), for a period of sixty (60) days after written notice
specifying such failure and requesting that it be remedied has been given to the Agency
by the Trustee; provided, however, that if in the reasonable opinion of the Agency the
failure stated in such notice can be corrected, but not within such sixty (60) day period,
such failure shall not constitute an Event of Default if corrective action is instituted by
the Agency within such sixty (60) day period and thereafter is diligently pursued until
such failure is corrected.
(c) The filing by the Agency of a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the
United States of America, or if a court of competent jurisdiction shall approve a
petition, filed with or without the consent of the Agency, seeking reorganization under
the federal bankruptcy laws or any other applicable law of the United States of
America, or if, under the provisions of any other law for the relief or aid of debtors, any
court of competent jurisdiction shall assume custody or control of the Agency or of the
whole or any substantial part of its property.
If an Event of Default has occurred and is continuing, the Trustee may, and at the
written direction of the Owners of a majority in aggregate principal amount of the Outstanding
Bonds the Trustee shall, subject to the provisions of the Indenture, exercise any remedies
available to the Trustee in law or at equity. Immediately upon becoming aware of the
occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the
Agency by telephone, telecopier or other telecommunication device, promptly confirmed in
writing.
Section 5.02. Application of Funds Upon Default. All amounts received by the Trustee
pursuant to any right given or action taken by the Trustee under the provisions of Article V of
this Loan Agreement, shall be applied by the Trustee in the following order:
First, to the payment of the fees, costs and expenses of the Trustee in declaring
such Event of Default and in carrying out the provisions of this Article V, including
reasonable compensation to its agents, attorneys and counsel; and
Second, to the payment of the whole amount of interest on and principal of the
Loan then due and unpaid, with interest on overdue installments of principal and
interest to the extent permitted by law at the net effective rate of interest then borne by
the Outstanding Bonds, provided, however, that in the event such amounts shall be
insufficient to pay in full the full amount of such interest and principal, then such
amounts shall be applied in the following order of priority:
17
(a) first, to the payment of all installments of interest on the Loan then
due and unpaid, on a pro rata basis in the event that the available amounts are
insufficient to pay all such interest in full,
(b) second, to the payment of all installments of principal of the Loan
then due and payable, on a pro rata basis in the event that the available amounts
are installments of principal in full, and
(e) third, to the payment of interest on overdue installments of principal
and interest, on a pro rata basis in the event that the available amounts are
insufficient to pay all such interest in full.
Section 5.03. No Waiver. Nothing in this Article V or in any other provision of this
Loan Agreement, shall affect or impair the obligation of the Agency, which is absolute and
unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the
principal of and interest and premium (if any) on the Loan to the Trustee when due, as herein
provided, or affect or impair the right of action,which is also absolute and unconditional, of the
Trustee to institute suit to enforce such payment by virtue of the contract embodied in this Loan
Agreement.
A waiver of any default by the Trustee shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of the Trustee to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence therein, and every
power and remedy conferred upon the Trustee by the Redevelopment Law or by this Article V
may be enforced and exercised from time to time and as often as shall be deemed expedient by
the Trustee.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the Trustee,the Agency and the Trustee shall be restored
to their former positions, rights and remedies as if such suit, action or proceeding had not been
brought or taken.
Section 5.04. Agreement to Pay Attorneys'Fees and Expenses. In the event either party
to this Agreement should default under any of the provisions hereof and the nondefaulting
party or the Trustee should employ attorneys or incur other expenses for the collection of
moneys or the enforcement or performance or observance of any obligation or agreement on the
part of the defaulting party herein contained, the defaulting party agrees that it will on demand
therefor pay to the nondefaulting party or the Trustee, as the case may be, the reasonable fees
of such attorneys and such other expenses so incurred.
Section 5.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Trustee is intended to be exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or in equity or by statute or otherwise,and may be exercised without exhausting
and without regard to any other remedy conferred by the Redevelopment Law or any other law.
is
ARTICLE VI
MISCELLANEOUS
Section 6.01. Benefits Limited to Parties. Nothing in this Loan Agreement,expressed or
implied,is intended to give to any person other than the Agency, the Trustee and the Authority,
any right, remedy or claire under or by reason of this Loan Agreement. All covenants,
stipulations, promises or agreements in this Loan Agreement contained by and on behalf of the
Agency shall be for the sole and exclusive benefit of the Authority and of the Trustee acting as
trustee for the benefit of the Owners of the Bonds.
Section 6.02. Successor is Deemed Included in All References to Predecessor. Whenever
in this Loan Agreement either the Agency, the Authority or the Trustee is named or referred to,
such reference shall be deemed to include the successors or assigns thereof, and all the
covenants and agreements in this Loan Agreement contained by or on behalf of the Agency,the
Authority or the Trustee shall bind and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
Section 6.03. Discharge of Loan Agreement. If the Agency shall pay and discharge the
indebtedness on the Loan or any portion thereof in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and
interest and prepayment premiums (if any) on the Loan or such portion thereof,
as and when the same become due and payable,
(b) by irrevocably depositing with the 'Trustee, in trust, at or before
maturity, cash in an amount which, together with the available amounts then on
deposit in any of the funds and accounts established pursuant to the Indenture
or this Loan Agreement, in the opinion or report of Bond Counsel or an
Independent Accountant is fully sufficient to pay all principal of and interest
and prepayment premiums (if any) on the Loan or such portion thereof;or
(c) by irrevocably depositing with the Trustee or any other fiduciary, in
trust,non-callable Defeasance Obligations in such amount as Bond Counsel or an
Independent Accountant shall determine will,together with the interest to accrue
thereon and available moneys then on deposit in the funds and accounts
established pursuant to the Indenture or this Loan Agreement,be fully sufficient
to pay and discharge the indebtedness on the Loan or such portion thereof
(including all principal, interest and prepayment premiums) at or before
maturity;
then,at the election of the Agency but only if all other amounts then due and payable hereunder
shall have been paid or provision for their payment made, the pledge of and lien upon the Tax
Revenues and other funds provided for in this Loan Agreement and all other obligations of the
Trustee, the Authority and the Agency under this Loan Agreement with respect to the Loan or
such portion thereof shall cease and terminate, except only the obligation of the Agency to pay
or cause to be paid to the Trustee, from the amounts so deposited with the Trustee or such
other fiduciary, all sums due with respect to the Loan or such portion thereof, and to pay all
expenses and costs of the Trustee when and as such expenses and costs become due and
payable. Notice of such election shall be filed with the Authority and the Trustee. Any funds
thereafter held by the Trustee hereunder,which are not required for said purpose, shall be paid
over to the Agency.
19
Notwithstanding the foregoing provisions of this Section 6.03, this Loan Agreement and
the obligations of the Agency hereunder shall not be discharged under this Section 6.03 unless
and to the extent that the Bonds shall have been discharged in whole or in part pursuant to the
provisions of Section 9.03 of the Indenture.
Section 6.04. Amendment. This Loan Agreement may be amended by the parties
hereto,but only under the circumstances set forth in, and in accordance with, the provisions of
Section 5.09 of the Indenture. The Authority and the Trustee covenant that the Indenture shall
not be amended, nor shall the Authority agree or consent to any amendment of the Indenture,
without the prior written consent of the Agency (except that such consent shall not be required
in the event that an Event of Default shall have occurred and be continuing hereunder).
Section 6.05. Waiver of Personal Liability. No member,officer,agent or employee of the
Agency shall be individually or personally liable for the payment of the principal of or interest
on the Loan, but nothing herein contained shall relieve any such member, officer, agent or
employee from the performance of any official duty provided by law.
Section 6.06. Payment on Business Days. Whenever in this Loan Agreement any
amount is required to be paid on a day which is not a Business Day, such payment shall be
required to be made on the Business Day immediately following such day, provided that
interest on such payment shall not accrue from and after such day.
Section 6.07. Notices. Any notice, request, complaint, demand or other communication
under this Loan Agreement shall be given by first class mail or personal delivery to the party
entitled thereto at its address set forth below, or by telecopy or other form of
telecommunication, at its number set forth below. Notice shall be effective either (a) upon
transmission by telecopy or other form of telecommunication, (b) 48 hours after deposit in the
United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon
actual receipt. The Authority, the Agency or the Trustee may, by written notice to the other
parties, from time to time modify the address or number to which communications are to be
given hereunder.
If to the Authority: County of Contra Costa
Public Financing Authority
County Administration Building
c/o Community Development Department
651 fine Street,4th Floor,North Wing
Martinez, California 94553
Attention: Deputy Executive Director
Telecopier: (925) 646-1309
If to the Agency: Contra Costa County Redevelopment Agency
County Administration Building
c/o Community Development Department
651 Pine Street,4th Floor,North Wing
Martinez, California 94553
Attention: Deputy Director-Redevelopment
Telecopier: (925) 646-1309
20
If to the Trustee: U.S. Bank Trust National Association
One California Street, 4th Floor
San Francisco, California 94111
Attention: Corporate Trust Services
Telecopier: (415) 273-4588
Section 6.08. Partial Invalidity. If any Section, paragraph, sentence,clause or phrase of
this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding
shall not affect the validity of the remaining portions of this Loan Agreement. The Agency
hereby declares that it would have adopted this Loan Agreement and each and every other
Section, paragraph, sentence, clause or phrase hereof and authorized the Loan irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Loan
Agreement may be held illegal,invalid or unenforceable.
Section 6.09. Article and Section Headings and References. The headings or titles of the
several Articles and Sections hereof, and any table of contents appended to copies hereof, shall
be solely for convenience of reference and shall not affect the meaning,construction or effect of
this Agreement. All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement, the words "herein,"
"hereof," "hereby," "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or subdivision hereof, and words of the
masculine gender shall mean and include words of the feminine and neuter genders.
Section 6.10. Execution of Counterparts. This Agreement may be executed in any
number of counterparts,each of which shall for all purposes be deemed to be an original and all
of which shall together constitute but one and the same instrument.
Section 6.11. Governing Law. This Agreement shall be construed and governed in
accordance with the laws of the State.
Section 6.12. Assignment. Pursuant to Section 4.01 of the Indenture, the Authority has
assigned its right, title and interest (but not its duties or obligations) in this Agreement (other
than its rights under Section 4.10 and 5.04 hereof) to the Trustee, for the benefit of the Owners
from time to time of the Bonds. The Agency hereby consents to such assignment.
The Agency shall not assign its interest in this Agreement without the prior written
consent of the Authority and the Trustee.
The assignment of this Agreement to the Trustee is solely in its capacity as Trustee under
the Indenture and the duties, powers and liabilities of the Trustee in acting hereunder shall be
subject to the provisions of the Indenture,including,without limitation,the provisions of Article
VI thereof.
211
IL WITLESS WHEREOF, the CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY have
caused this Lean Agreement to be signed by their respective officers all as of the day and year
first above written.
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY
By
Deputy Executive Director
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
By
Deputy Director-Redevelopment
0301-2.01:J4087
22
EXHIBIT A
SCHEDULE OF LOAN PAYMENTS
Principal Interest Aggregate
Loan Payment,Date Installment Installment Loan Payment
A-1
13093-04 ;T3:CKL 013/15/99
CON nNiJING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the Contra Costa County Redevelopment Agency(the"Agency"),on behalf of itself
and the County of Contra Costa Public Financing Authority (the "Authority"), in connection
with the issuance by the Authority of its $ 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).
The Bonds are being issued pursuant to that certain indenture of Trust, dated as of
March 1, 1999 (the "indenture"),by and between the Authority and U.S. Bank Trust National
Association., as trustee (the "Trustee"). The Authority will use proceeds of the Bonds to (i)
finance acquisition and construction by the Authority of certain public capital improvements in
the County of Contra Costa and (ii)make five separate loans of the proceeds of the Bonds (the
"Loans") to the Agency,pursuant to five separate loan agreements, each dated as of March 1,
1999 (the "Loan Agreements"), and the Agency will repay the Loans from tax increment
revenues("Tax Revenues")generated in each of five project areas (the "Project Areas"): (i) the
Pleasant Hill BART Station Redevelopment Project Area, (ii) the North Richmond
Redevelopment Project Area, (iii) the Bay Point Redevelopment Project Area (formerly known
as the West Pittsburg Redevelopment Project Area), (iv) the Rodeo Redevelopment Project Area.
and(v) the Oakley Redevelopment Project Area.
The Agency will apply the proceeds of the Loans (i) to pay the costs of issuing the
Bonds, (ii) to establish five reserve funds for repayment of the Loans under the Loan.
Agreements, (iii) to establish, pursuant to that certain Escrow Deposit and Trust Agreement,
dated as of March.1, 1999 (the "Escrow Agreement"),by and among the Agency, the Authority
and U.S. Bank Trust National Association, as escrow bank (the "Escrow Bank"), an escrow
fund to provide for the advance refunding of a portion of the Authority's 1992 Tax Allocation
Revenge Bonds, Series A (Pleasant Hill, North Richmond, West Pittsburg and Oakley
Redevelopment Project Areas) (the "1992 Bonds") by providing for the prepayment of a
portion of four loan agreements,each dated as of May 1, 1992 (the "1992 Loan Agrements") by
and between the Agency and the Authority, and (iv) to finance certain redevelopment projects
of the Agency.
Pursuant to the Agency's covenants in each of the Loan Agreements, the Agency hereby
covenants and agrees as follows:
Section. 1. Pose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Agency, on behalf of itself and the Authority, for the benefit of
the holders and beneficial owners of the Bonds and in order to assist the Participating
Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
Section 2. Definitions. In addition to the definitions set forth in the Indenture, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in
this Section,the following capitalized terms shall have the following meanings:
"Annual Report"shall mean any Annual Report provided by the Agency pursuant to, and
as described in,Sections 3 and 4 of this Disclosure Certificate.
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"Dissemination Agent" shall mean U.S. Bank Trust National Association, or any
successor Dissemination Agent designated in writing by the Agency and which has filed with
the Agency and the Trustee a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. Information on the National Repositories as of
a particular date is available on the Internet at www.sec.gov/consumer/nrmsir.htm.
"Participating Underwriter" shall mean Stone & Youngberg LLC, the address of which is
50 California Street,35th Floor, San Francisco, CA 94111.
"Repository"shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934,as the same may be amended from time
to time.
"State Repository" shall mean any public or private repository or entity designated by the
State of California as a state repository for the purpose of the Rule and recognized by the
Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no
State Repository.
Section 3. Provision of Annual Reports.
(a) The Agency hereby requests the Dissemination Agent to, not later than nine (9)
months after the end of the Agency's fiscal year (which date would currently be March 31,
based upon the June 30 end of the Agency's fiscal year), commencing with the March 31, 2000
report for the 1.998-99 fiscal year,provide to each Repository and the Participating Underwriter
an Annual Report which is consistent with the requirements of Section 4 of this Disclosure
Certificate. Not later than fifteen (15) Business Days prior to said date, the Agency shall
provide the Annual Deport to the Dissemination Agent (if other than the Agency). The Agency
shall provide a written certification with each Annual Report furnished to the Dissemination.
Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report
required to be furnished by the Agency hereunder. The Dissemination Agent and the Trustee
may conclusively rely upon such certification of the Agency. The Annual Report may be
submitted as a single document or as separate documents comprising a package, and may
cross-reference other information as provided in Section 4 of this Disclosure Certificate.-
provided
ertificate,provided that the audited financial statements of the Agency may be submitted separately from
the balance of the Annual Report, and later than the date required above for the filing of the
Annual Report if not available by that date. If the Agency's fiscal year changes, it shall give
notice of such change in the same mariner as for Listed Event under Section 5(c).
(b) If the Agency is unable to provide to the Depositories an Annual Report by the
date required in subsection (a), the Agency shall send a notice to that effect to the Municipal
Securities Rulemaking Board in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Deport the
name and address of each National Depository and each State Repository, if any; and
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(ii) (if the Dissemination Agent is other than the Agency) to extent the
Annual Report has been provided to the Dissemination Agent, file a report with the
Agency,the Issuer and the Trustee(if the Dissemination Agent is other than the Trustee)
certifying that the Annual Report has been provided pursuant to this Disclosure
Certificate, stating the date it was provided and listing all the Repositories to which it
was provided.
Section 4. Content of Aamia ort. The Agency's Annual Report shall contain or
incorporate by reference the following.-
(a)
ollowing:(a) Audited financial statements of the Agency for the most recent fiscal
year, prepared in accordance with generally accepted accounting principles as
promulgated to apply to governmental entities from time to time by the Governmental
Accounting Standards Board, and as further modified according to applicable State
law. If the Agency's audited financial statements are not available by the time the
Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall
contain unaudited financial statements in a format similar to the usual format utilized
by the Agency,and the audited financial statements shall be filed in the same manner as
the Annual Report when they become available. The financial statements of the Agency
may be consolidated with those of the County of Contra Costa and its related entities;
(b) The following information for the most recently completed fiscal year, in
substantially the form set forth in the Official Statement relating to the Bonds:
(i) Assessed values of property in each Project Area in substantially
the form of Tables 3, 8, 13, 18 and 23 of the Official Statement;
(ii) Tax Revenues in each Project Area in substantially the form of
Tables 5, 10, 15, 20 and 25 of the Official Statement;
(iii) Issuance by the Agency of any Parity Debt with respect to any
Project Area (if and to the extent permitted by the Loan
Agreements);
(iv) Information about each pending and successful appeal of
assessed values in each Project Area that exceeds 5% of assessed
value in such Project Area;
(v) Incremental taxable value, tax levy, current year collections,
current collections as a percentage of current year levy collected,
total collections and total collections as a percentage of the
current year's tax levy in each Project Area in substantially the
form of Tables 2, 7, 12, 17 and 22 of the Official Statement;
(vi) Amount of all Agency debt outstanding secured by a pledge of the
Tax Revenues in each Project Area,and cumulative amount of Tax
Revenues received by the Agency to date in such Project Area;and
(vii) Loan payments made pursuant to each Loan Agreement and the
debt service coverage ratio for its obligations under each Loan
Agreement and all applicable Parity Debt in substantially the
form of Tables 6, 11, 16, 21 and 26.
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(c) A copy of the report provided by the Authority pursuant to Section
5.110 of the Indenture for the most recent fiscal year;provided that if no such report is
required to be provided pursuant to said Section 5.11(b), the information described in
clauses (i) and (ii) of said Section 5.10(b).
(d) A copy of the reports required by Section 7.13 of the North Richmond
First Supplemental Loam.Agreement(as defined in the Official Statement).
Any or all of the items listed above may be included by specific reference to other
documents,including official statements of debt issues of the Agency or related public entities,
which have been submitted to each of the Repositories or the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Agency shall clearly identify
each such other document so included by reference.
If the annual financial information or operating data to be provided in the Annual
Report is amended pursuant to the provisions hereof, the annual financial information
containing the amended operating data or financial information shall explain, in narrative form,
the reasons for the amendment and the impact of the change in the type of operating data or
financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be
followed in preparing financial statements, the annual financial information for the year in
which the change is made shall present a comparison between the financial statements or
information prepared on the basis of the new accounting principles and these prepared on the
basis of the former accounting principles.The comparison shall include a qualitative discussion
of the differences in the accounting principles and the impact of the change in the accounting
principles on the presentation of the financial information, in order to provide information to
investors to enable them to evaluate the ability of the Agency to meet its obligations. To the
extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the
accounting principles shall be sent to the Repositories.
Section 5. Reporting of ai:=ificant Events.
(a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds, if
material:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(m4) Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers,or their failure to perform.
( ) Adverse tax opinions or events affecting the tax-exempt status of the security.
('7) Modifications to rights of security holders.
($) Bond calls.
(9) Defeasances.
(10) Release,substitution,or sale of property securing repayment of the securities.
(11) Rating changes.
(b) Whenever the Agency obtains knowledge of the occurrence of a Listed Event, the
Agency shall as soon as possible determine if such event would be material under applicable
Federal Securities law.
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(c) If the Agency determines that knowledge of the occurrence of a Listed Event
would be material under applicable Federal securities law, the Agency shall promptly file a
notice of such occurrence with the Municipal Securities Rulemaking Board and each State
Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections
(a)(8)and (9)need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to holders of affected Bonds pursuant to the Indenture.
Section 6. Termination of Deporting-C)bligation. The Agency's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in
full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the
.Agency shall give notice of such termination in the same manner as for a Listed Event under
Section 5(c).
The Agency's obligations hereunder may be assumed in part or in whole by any other
governmental agency if and to the extent that such governmental agency assumes the obligations
of the Agency with respect to one or more Loan Agreements pursuant to (i) a written agreement
executed by such other governmental agency and (ii) written notice by such other governmental
agency to each Depository and the Participating Underwriter notifying them of the assumption.
Section 7. Dissemination Agent The Agency may,from time to time, appoint or engage
a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Certificate, and may discharge any such Agent, with or without appointing a successor
Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank Trust National
Association. The Dissemination Agent may at any time resign by providing thirty days written
notice to the Issuer, the Agency and the Trustee, such resignation to become effective upon
acceptance of appointment by a successor Dissemination Agent. Upon receiving notice of such
resignation, the Issuer shall promptly appoint a successor Dissemination Agent by an
instrument in writing,delivered to the Trustee. If no appointment of a successor Dissemination
Agent shall be made pursuant to the forgoing provisions of this Section within forty-five (45)
days after the Dissemination Agent shall have given to the Issuer, the Agency and the Trustee
written notice of its resignation,the Dissemination Agent may apply to any court of competent
jurisdiction to appoint a successor Dissemination Agent. Said court may thereupon, after such
notice, if any,as such court may deem proper, appoint a successor Dissemination Agent. The
Agency shall provide the Issuer and the Trustee with written notice of the identity of any
successor Dissemination Agent appointed or engaged by the Agency.
Section 8. Amendment,Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Agency may amend this Disclosure Certificate, and .any prevision of this
Disclosure Certificate may be waived,provided that the following conditions are satisfied:
(a)the amendment or waiver,if it relates to annual or event information to be provided,
is made in connection with a change in circumstances that arises from a change in legal
requirements,change in law,or change in the identity,nature,or status of the Agency,or type of
business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel,have complied with the requirements of the Rule
at the time of the primary offering of the Bonds, after taking into account any amendments or
interpretations of the Rule,as well as any change in circumstances;
(c) the proposed amendment or waiver (i) is approved by holders of the Bonds in the
manner provided in the Authority Indenture for amendments to the Authority Indenture with
the consent of the Authority Bondholders, or (ii) does not, in the opinion of the Trustee or
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nationally recognized bond counsel, materially impair the interests of Authority Bondholders;
and
(d) no amendment increasing or affecting the obligations or duties of the Dissemination
Agent or the Trustee shall be made without the consent of either such party.
Section 9. Additional Information Nothing in this Disclosure Certificate shall be
deemed to prevent the Agency from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Annual Deport or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Certificate. if the Agency chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Certificate, the Agency shall
have no obligation under this Disclosure Certificate to update such information or include it in
any future Annual Report or notice of occurrence of a Listed Event.
Section 10. Default In the event of a failure of the Agency to comply with any provision
of this Disclosure Certificate, the Trustee at the written request of any Participating
Underwriter or the holders of at least 25%in aggregate amount of Outstanding Bands,shall,but
only to the extent indemnified to its satisfaction from and against any loss, cost, expense or
liability of any kind whatsoever, including, without limitation, fees and expenses of its
attorneys and additional fees and expenses of the Trustee, or any holder or beneficial owner of
the Bonds may take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the Agency to comply with its
obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall
not be deemed an Event of Default under the Indenture, and the sole remedy under this
Disclosure Certificate in the event of any failure of the Agency to comply with this Disclosure
Certificate shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemimtion Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate,and the Agency agrees to indemnify and save the Dissemination Agent, its officers,
directors,employees and agents,harmless against any loss,expense and liabilities which it may
incur arising out of or in the exercise or performance of its powers and duties hereunder,
including the costs and expenses (including attorneys fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's negligence or willful.
misconduct.The Dissemination Agent shall be paid compensation by the Agency for its services
provided hereunder in accordance with its schedule of fees as amended from time to time and
all expenses, legal fees and advances made or incurred by the Dissemination. Agent in the
performance of its duties hereunder, but such amounts shall be payable solely from Tax
Revenues available for such purpose.The Dissemination Agent shall have no duty or obligation
to review any information provided to it by the Agency and shall not be deemed to be acting in
any fiduciary capacity for the Agency, the Bondholders, or any other party. The obligations of
the Agency under this Section shall survive resignation or removal of the Dissemination Agent
and payment of the Bonds.
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Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Agency, the Dissemination Agent, the Trustee, the Participating Underwriter and holders
and beneficial owners from time to time of the Bonds and the Bunds, and shall create no rights
in any other person or entity.
Date: April 1999
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY
By
Executive Director
The undersigned hereby agrees to act as
Dissemination Agent pursuant to the
foregoing Continuing Disclosure Certificate
U.S. BANK TRUST NATIONAL
ASSOCIATION
By:
Its:
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?3093-04 JH:CKL 03/05/99
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: County of Contra Costa Public Financing Authority
Name of Bond Issue: County of Contra Costa Public Financing Authority 1998 Tax
Allocation Revenue Bonds (Pleasant Hill BART, .North Richmond,
Bay Point,Rodeo and Oakley Redevelopment Project Areas)
Date of Issuance: April 1999
NOTICE IS HEREBY GIVEN that the Contra Costa County Redevelopment Agency (the
"Agency") has not provided an Annual Report with respect to the above-named Bonds as
rewired by Section 3 of the Continuing Disclosure Certificate dated March 1, 1999 executed by
the Agency for the benefit of the holders and beneficial owners of the above-referenced bonds.
The Agency anticipates that the Annual Report will be filed by
Dated:
CONTRA. COSTA COUNTY
REDEVELOPMENT AGENCY
By:
Its:
cc: Trustee
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PURCHASE AGREEMENT
April 1999
County of Contra.Costa Public Financing Authority
651 Pine Street,North Wing,4th Floor
Martinez, California 94553-1295
County of Contra Costa Public Financing Authority
1998 Tax Allocation Revenue Bonds
(Pleasant Hill BART,North Richmond,Bay Point,Rodeo and
Oakley Redevelopment Project Areas)
Ladies and Gentlemen.
Stone&Youngberg LLC(the"Underwriter")offers to enter into this Purchase Agreement
(the "Purchase Agreement") with the County of Contra Costa Public Financing Authority (the
"Authority"),which upon your acceptance of this offer will be binding upon you and upon the
Underwriter. Terms not otherwise defined herein shall have the same meanings as set forth in
the Indenture,described below. This offer is made subject to your acceptance of this Purchase
Agreement on or before 5:00 p.m., Pacific Standard Time, on the date written above.
1. Purchase and Sale. Upon the terms and conditions and in reliance upon the
representations, warranties and covenants herein, the Underwriter hereby agrees to purchase
from the Authority,and the Authority hereby agrees to sell to the Underwriter, all (but not less
than all) of the $ County of Contra Costa Public Financing Authority 1998 Tax
Allocation Revenue Bonds (Pleasant Hill BART, North Richmond, Bay Point, Rodeo and
Oakley Redevelopment Project Areas) (the "Bonds"), at the purchase price of
$ (the "Purchase Price") (being the principal amount of the Bonds of
$ less an underwriter's discount of $ and an original issue discount of
The Purchase Price is to be paid on the Closing Date, as hereinafter defined.
The Authority, a joint exercise of powers authority formed by the County of Contra
Costa (the "County"') and the Contra Costa County Redevelopment Agency (the "Agency"),
will issue the Bonds pursuant to that certain Indenture of Trust, dated as of March 1, 1999, by
and between the Authority and U.S. Bank Trust National Association, as trustee (the
„Trustee"). The Bonds are special, limited obligations of the Authority, payable exclusively
from, and secured by a lien on Revenues (as defined in the Indenture). The Bonds shall be
dated as of the Closing Date and shall bear interest at the rates and shall mature as of the
dates and in the amounts,all as set forth in the attached Exhibit A. The Bonds shall be subject
to mandatory and optional redemption as described in the Indenture.
The Authority will use proceeds of the Bonds to (i) finance acquisition and construction
by the Authority of certain public capital improvements and (ii) make five separate loans (the
"Loans") to the Agency,pursuant to five separate loan agreements, each dated as of March 1,
1999 (the `Loan Agreements"), and the Agency will repay the Loans from tax increment
revenues(„Tax Revenues")generated in each of five project areas (the "Project Areas"). (i) the
Pleasant Bill BART Station Redevelopment Project Area, (ii) the North Richmond
Redevelopment Project Area, (iii) the Bay Point Redevelopment Project Area (formerly known
as the West Pittsburg Redevelopment Project Area), (iv) the Rodeo Redevelopment Project Area
and (v) the Oakley Redevelopment Project Area. The Agency's pledge of Tax Revenues
generated in the West Pittsburg/Bay Point, Pleasant Hill BART and North Richmond Project
Areas to repayment of the Loans relating to those Project Areas is on a parity with its pledge of
Tax Revenues to payment of certain outstanding obligations of the Agency (the "Existing Parity
Obligations").
The Agency will apply the proceeds of the Loans (i) to pay the costs of issuing the
Bonds, (ii) to establish five reserve funds for repayment of the Loans under the Loan
Agreements, (iii) to establish, pursuant to that certain Escrow Deposit and Trust Agreement,
dated as of March 1, 1999 (the "Escrow Agreement"),by and among the Agency, the Authority
and U.S. Bank Trust National Association, as escrow bank (the "Escrow Bank"), an escrow
fund to provide for the advance refunding of a portion of the Authority's 1992 Tax Allocation
Revenue Bonds, Series A (Pleasant Dill, North Richmond, Nest Pittsburg and Oakley
Redevelopment Project Areas) (the "1992 Bonds") by providing for the prepayment of a
portion of four loan agreements,each dated as of May 1, 1992 (the "1992 Loan Agrements")by
and between the Agency and the Authority, and (iv) to finance certain redevelopment projects
of the Agency.
The Indenture, the Loan Agreements and the Escrow Agreement are sometimes referred
to herein as the "Bond Documents".
Issuance of the Bonds is authorized by a resolution of the Authority adopted on March
23, 1999 (the "Authority Resolution"), a resolution of the Agency adopted on March 23, 1999
(the "Agency Resolution") and a resolution of the County Board of Supervisors adopted on
March 23,1999 (the "County Resolution") (collectively,the "Resolutions").
[The Bonds will be insured by a municipal bond insurance policy (the "Policy") to be
issued by (the "Insurer").]
2. .Bona .Fide Public OffMng. The Underwriter agrees to make a bona fide public
offering of all of the Bonds, at prices not in excess of the initial public offering yields or prices
set forth on the cover page of the Official Statement. The Bonds may be offered and sold to
certain dealers at prices lower than such initial public offering prices.
3. Otf tial Statement The Authority shall deliver or cause to be delivered to the
Underwriter promptly after acceptance of this Purchase Agreement copies of the Official
Statement relating to the Bonds,dated the date hereof, with such changes from the Preliminary
Official Statement as have been noted thereon (the "Official Statement"). The Authority
authorizes the Official Statement, including the cover page and Appendices thereto and the
information contained therein,to be used in connection with the sale of the Bonds and ratifies,
confirms and approves the use and distribution by the Underwriter for such purpose, prior to
the date hereof, of the Preliminary Official Statement dated March _ , 1999 (the "Preliminary
Official Statement"). The Authority deems such Preliminary Official Statement final as of its
-2-
date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended
("Rule 15c2-12"),except for information allowed to be omitted by Rule 15c2-12. The Authority
also agrees to delivery to the Underwriter, at the Authority's sole cost and at such address as
the Underwriter shall specify,as many copies of the Official Statement as the Underwriter shall
reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 with Rule G-
32 and all other applicable rales of the Municipal Securities Rulemaking Board. The Authority
agrees to deliver such copies of the Official Statement within seven (7) business days after the
date hereof. such Official Statement shall contain all information previously permitted to be
omitted by Rule 15c2-12. The Underwriter agrees to give written notice to the Authority of the
date after which the Underwriter shall no longer be obligated to deliver Official Statements
pursuant to paragraph (b)(4) of the Rule which shall be no later than 25 days after the end of
the underwriting period.
The Underwriter agrees to promptly file a copy of the final Official Statement, including
any supplements prepared by the Authority, with a nationally recognized municipal securities
information repository, and to take any and all other actions necessary to comply with
applicable securities and Exchange Commission rules and Municipal Securities Rulemaking
Board rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers
thereof.
4. Repmsentations, Warranties and Agreements of the Authority. 'Me Authority
represents and warrants to the Underwriter that, as of the Closing Date:
(a) . The Authority is a joint exercise of powers authority, organized and
existing under the laws of the State of California (the "State"), including the provisions
of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of
"title 1 of the Government Code of the state (the "Act") and is authorized, among other
things,(i) to issue bonds,such as the Bonds, for the purposes described herein, and (ii)
to secure the Bonds in the manner contemplated by the Indenture.
(b) The Authority has the full right, power and authority (i) to enter into the
Indenture, the Loan Agreements and the Escrow Agreement, (ii) to enter into this
Purchase Agreement, (iii) to issue, sell and deliver the Bonds to the Underwriter as
provided herein, (iv) to carry out and consummate all other transactions on its part
contemplated by each of the aforesaid documents,and the Authority has complied with
all provisions of applicable law in all matters relating to such transactions.
(c) The Authority has duly authorized (i) the execution and delivery of the
Bonds and the execution, delivery and due performance by the Authority of this
Purchase Agreement,the Indenture,the Loan Agreements and the Escrow Agreement, (ii)
the distribution and use of the "deemed final" Preliminary Official statement and the
execution,delivery and distribution of the final Official Statement and (iii) the talking of
any and all such action as may be required on the part of the Authority to carry out, give
effect to and consummate the transactions on its part contemplated by such
instruments. All consents or approvals necessary to be obtained by the Authority in
connection with the foregoing have been received, and the consents or approvals so
received are still in full force and effect.
(d) The information relating to the Authority, the Agency, the County and the
Project Areas contained in the Official Statement will be true and correct: in all material
respects,and the Official Statement will not contain any untrue or misleading statement
of a material fact relating to the Authority, the County, the Agency and the Project
Areas or ornit to state any material fact relating to the Agency or the City necessary to
make the statements therein, in the light of the circumstances under which they were
made,not misleading.
(e) Neither the execution by the Authority of the Indenture, the Loan
Agreements or the Escrow Agreement and execution and delivery by the Authority of
this Purchase Agreement and of the Bonds nor the consummation of the transactions on
the part of the Authority contemplated herein or therein or the compliance with the
provisions hereof or thereof will conflict with, or constitute on the part of the Authority
a violation of,or a breach of or default under, (i) any statute, indenture,mortgage,note
or other agreement or instrument to which the Authority is a party or by which it is
bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule,
regulation,ordinance,judgment,order or decree to which the Authority (or the members
of the Authority or any of its officers in their respective capacities as such) is subject.
(f) Neither the Authority, the County nor the Agency has ever been in default
at any time, as to principal of or interest on any bonds or similar obligations which it
has issued,including those which it has issued as a conduit for another entity, except as
otherwise specifically disclosed in the Official Statement; and the Authority has not
entered into any contract or arrangement of any kind which might give rise to any lien or
encumbrance on the Revenues pledged to the payment of the Bonds except as will be
specifically disclosed in the Official Statement.
(g) Except as will be specifically disclosed in the Official Statement, there is no
action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, which has been served on the Authority or, to the best
knowledge of the Authority, threatened, which in any way questions the powers of the
Authority referred to in paragraph(b)above,or the validity of any proceeding taken by
the Authority in connection with the issuance of the Bonds, or wherein an unfavorable
decision, ruling or finding could materially adversely affect the transactions
contemplated by this Purchase Agreement, the Indenture, the Loan Agreements or the
Escrow Agreement, or which, in any way, could adversely affect the validity or
enforceability of the Indenture, the Loan Agreements, the Escrow Agreement, the Bonds
or this Purchase Agreement or, to the knowledge of the Authority, which in any way
questions the exclusion from gross income of the recipients thereof the interest on the
Bonds for federal income tax purposes or in any other way questions the status of the
Bonds under federal or state tax laws or regulations.
(h) Any certificate signed by any official of the Authority and delivered to the
Underwriter in connection with the offer or sale of the Bonds shall be deemed a
representation and warranty by the Authority to the Underwriter as to the truth of the
statements therein contained.
(i) The Authority has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage
certifications may not be relied upon.
S. Covenants of the Authority. The Authority covenants with the Underwriter as of the
Closing Date as follows:
(a) The Authority will cooperate with the Underwriter in qualifying the Bonds
for offer and sale under the securities or Blue Sky laws of such jurisdictions of the
United States as the Underwriter may request; provided, however, that the Authority
shall not be required to consent to suit or to service of process in any jurisdiction. The
Authority consents to the use by the Underwriter in the course of complying with the
-4-
securities or Blue Sky laws of the various jurisdictions of the documents relating to the
Bonds, subject to the right of the Authority to withdraw such consent for cause by
written notice to the Underwriter.
(b) The Authority shall provide the Underwriter with such information
regarding the Authority's and the Agency's current financial condition and ongoing
operations as the Underwriter may reasonably request.
(c) The Authority will take any and all steps within its control that are
necessary to cause the Bonds to be issued and delivered to the Underwriter on the
Closing Date, including, but not limited to, the execution of any certification deemed
necessary by Bond Counsel as a condition to the delivery of the Bond Counsel Opinion.
(d) The Authority consents to the Agency, on behalf of the Authority and the
Agency,covenanting and agreeing to execute an undertaking (the ""Continuing Disclosure
Certificate") to provide ongoing disclosure about the Bonds, the Agency and the Project
Areas,for the benefit of the owners of the Bonds as required by Section (b)(5)(i) of Mule
15c2-12, substantially in the form attached to the Preliminary Official Statement.
(e) The Authority agrees to cooperate with the Underwriter in the preparation
of any supplement or amendment to the Official Statement deemed necessary by the
Underwriter to comply with the Rule and any applicable rule of the Municipal Securities
Rulemaking Board.
(f) If at any time prior to the Closing Date, any event occurs with respect to
the Authority as a result of which the Official Statement, as then amended or
supplemented,might include an untrue statement of a material fact,or omit to state any
material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, the Authority shall promptly notify the
Underwriter in writing of such event. Any information supplied by the Authority for
inclusion in any amendments or supplements to the Official Statement will not contain
any untrue or misleading statement of a material fact relating to the Authority, the
County, the Agency or the Project Areas or omit to state any such fact necessary to
make the statements therein, in the light of the circumstances under which they were
made,not misleading.
(g) - The Authority will not knowingly take or omit to take any action, which
action or omission will in any way cause the proceeds from the sale of the Bonds to be
applied in a manner other than as provided in the Indenture,the Loan Agreements or the
Escrow Agreement or which would cause the interest on the Bonds to be includable in
gross.income for federal income tax purposes.
6. Closing. On April . 1999, or at such other date and times as shall have been
mutually agreed upon by the Authority and the Underwriter (the "Closing Date"), the
Authority will deliver or cause to be delivered to the Underwriter the certificates, opinions and
documents hereinafter mentioned, each of which shall be dated as of the Closing Date. The
activities relating to the execution and delivery of the Bonds, opinions and other instruments as
described in Section 7 of this Purchase Agreement shall occur on the Closing Date. The delivery
of the certificates, opinions and documents as described herein shall be made at the offices of
Quint & Thimn- g LLP, San Francisco, California ("Bond Counsel"), or at such other place as
shall have been mutually agreed upon by the Authority and the Underwriter. Such delivery is
herein called the"Closing"
-5-
The Bonds will be prepared and physically delivered to the Trustee on the Closing Date
in the form of a separate single fully registered bond for each of the maturities of the Bonds.
The Bonds shall be registered in the name of the Cede & Co., as registered owner and nominee
for The Depository Trust Company ("DTC"), New York, New York. The Bonds will be
authenticated by the Trustee in accordance with the terms and provisions of the Indenture and
shall be delivered to DTC prior the Closing Date as required by DTC to assure delivery of the
Bonds on the Closing Date. It is anticipated that CUSIP identification numbers will be printed
on the Bonds, but neither the failure to print such number on any Bonds nor any error with
respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept
delivery of and pay for the Bonds in accordance with the terms of this Purchase Agreement.
The Underwriter shall pay the CUSIP Service Bureau charge for the assignment of such numbers.
On or before 10:00 a.m. San Francisco Time, on the Closing Date, the Authority will
deliver, or cause to be delivered, the Bonds to DTC, in definitive form duly executed and
authenticated by the Trustee,and the Underwriter will pay the Purchase Price of the Bonds by
delivering to the Trustee,for the account of the Authority a wire transfer in federal funds of the
Purchase Price payable to the order of the Trustee.
7. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to
the performance by the Authority of its obligations hereunder at or prior to the Closing Date
and are also subject to the following conditions:
(a) the representations, warranties and covenants of the Authority contained
herein shall be true and correct in all material respects as of the Closing Date;
(b) . as of the Closing Date, there shall have been no material adverse change in
the financial condition of the Authority,the Agency or the Project Areas;
(c) as of the Closing Date,all official actions of the Authority and the Agency
relating to this Purchase Agreement, the Loan Agreements, the Escrow Agreement and
the Indenture,as applicable,shall be in full force and effect;
(d) as of the Closing Date, the Underwriter shall receive the following
certificates, opinions and documents, in each case satisfactory in form and substance to
the Underwriter:
(i) a copy of the Indenture, as duly executed and delivered by the
Authority and the Trustee,and a copy of each of the Loan Agreements, as duly
executed and delivered by the Authority and the Agency;
(ii) a copy of the Escrow Agreement, as duly executed and delivered
by the Authority and the Escrow Bank;
(iii) an opinion of Bond Counsel, dated the Closing Date and
addressed to the Underwriter,in substantially the form attached as Appendix E
to the Preliminary Official Statement;
(iv) a certificate, dated the Closing Date, of the Authority executed by
the Chair or Executive Director of the Authority (or other duly appointed officer
of the Authority authorized by the Authority by resolution of the Authority) to
the effect that(A) there is no action,suit,proceeding or investigation at law or in
equity before or by any court,public board or body which has been served on the
Authority or, to the knowledge of the Authority, threatened against or affecting
the Authority to restrain or enjoin the Authority's participation in, or in any way
-6-
contesting the existence of the Authority or the powers of the Authority with
respect to, the transactions contemplated by this Purchase Agreement, the
Indenture, the Loan Agreements and the Escrow Agreement, and consummation
of such transactions; and (B)the representations and warranties of the Authority
contained in this Purchase Agreement are true and correct in all material
respects,and the Authority has complied with all agreements and covenants and
satisfied all conditions to be satisfied at or prior to the Closing Date as
contemplated by the indenture, the Loan Agreements, the Escrow Agreement,
and this Purchase Agreement;
(v) an opinion or opinions of counsel to the Authority, dated the
Closing Date and addressed to the Authority and the Underwriter to the effect
that:
(A) the Authority is a joint exercise of powers authority,
organized and existing under the laws of the State,including the Act;
(B) the Authority Resolution approving and authorizing the
execution and delivery of the Bonds,the indenture, the Loan Agreements,
the Escrow Agreement, this Purchase Agreement and the Official
Statement were duly adopted at meetings of the Authority which were
called and held pursuant to law and with all public notice required by
law and at which a quorum was present and acting throughout and have
not been amended from the dates of their respective adoption;
(C) the Indenture, the Loan Agreements, the Escrow Agreement
and this Purchase Agreement are valid and binding agreements of the
Authority, enforceable against the Authority in accordance with their
respective terms subject to the laws relating to bankruptcy, insolvency,
reorganization of creditors' rights generally and to the application of
equitable principles;
(D) to the best of such counsel's knowledge after due
investigation,there is no action,suit,proceeding or investigation at law or
in equity before or by any court, public board or body pending or
threatened against or affecting the Authority to restrain or enjoin the
Authority's participation in, or in any way contesting the existence of the
Authority or the powers of the Authority with respect to, the transactions
on the part of the Authority contemplated by the Official Statement, this
Purchase Agreement,the Indenture,the Loan Agreements and the Escrow
Agreement and the consummation of such transactions;
(E) there does not exist any action, suit, proceeding or
investigation pending with respect to which the Authority has been
served with process, or to the best of such counsel's knowledge,
threatened, which if adversely determined, could materially adversely
affect (a) the financial position of the Authority; (b) the ability of the
Authority to perform its obligations under the Bond Documents; or (c) the
allocation and payment of the Revenues to the Authority and the other
security for the Bonds provided by the Bond Documents;
(F) to the best of such counsel's knowledge after due
investigation, the execution and delivery by the Authority of the Bonds,
the indenture,the Loan Agreements,the Escrow Agreement, this Purchase
-7-
Agreement and compliance by the Authority with the provisions thereof,
ander the circumstances contemplated thereby, do not and will not
conflict with or constitute on the part of the Authority a breach of or
default under any agreement or other instrument to which the Authority is
a party or by which it is bound or any court order or consent decree to
which the Authority is subject, and
(C) the Official Statement does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein with respect to the Authority or the County, in light of
the circumstances under which they were made,not misleading;
(vi) a certificate, dated the Closing Date, of the Agency executed by
the Chair or Executive Director of the Agency(or other duly appointed officer of
the Agency authorized by the Agency by resolution of the Agency) to the effect
that:
(A) the Agency is a public body, corporate and politic,
organized and existing under the laws of the State, including the
Community Redevelopment Law of the State of California, constituting
Part 1 of Division 24 of the Health and Safety Code (the "Redevelopment
Law"),and is authorized,among other things, (i) to incur indebtedness of
the type contemplated by the Loan Agreements, and (ii) to pledge as a
source of repayment of the Loans its Tax Revenues (as defined in the
Loan Agreements)in the manner contemplated by the Loan Agreements;
(B) the Agency has the full right, power and authority to enter
into the Loan Agreements, the Continuing Disclosure Certificate and the
Escrow Agreement and to carry out and consummate all other
transactions on its part contemplated by the Loan Agreements, the
Continuing Disclosure Certificate and the Escrow Agreement, and the
Agency has complied with all provisions of applicable 'law in all matters
relating to such transactions;
(C) the Agency has duly authorized (i) the execution, delivery
and due performance by the Agency of the Loan Agreements, the
Continuing Disclosure Certificate and the Escrow Agreement, (ii) the
distribution and use of the "deemed final" Preliminary Official Statement
and the execution, delivery and distribution of the final. Official
Statement and (iii) the taking of any and all such action as may be
required on the part of the Agency to carry out, give effect to and
consummate the transactions on its part contemplated by such
instruments.-
(D)
nstruments;(D) the information relating to the Agency and the Project
Areas is true and correct in all material respects, and the Official
Statement does contain any untrue or misleading statement of a material
fact relating to the Agency or the Project Areas or omit to state any
material fact relating to the Agency or the Project Areas necessary to
make the statements therein,in the light of the circumstances under which
they were made,not misleading;
(E) neither the execution by the Agency of the Loan
Agreements, the Continuing Disclosure Certificate or the Escrow
Agreement nor the consummation of the transactions on the part of the
Agency contemplated therein or the compliance with the provisions
thereof will conflict with, or constitute on the part of the Agency a
violation of, or a breach of or default under, (i) any statute, indenture,
mortgage,note or other agreement or instrument to which the Agency is a
party or by which it is bound, (ii)any provision of the State Constitution,
or (iii) any existing law, rule, regulation, ordinance, judgment, order or
decree to which the Agency (or the members of the Agency or any of its
officers in their respective capacities as such) is subject;
(F) there is no action, suit, proceeding or investigation at law
or in equity before or by any court, public board or body which has been
served on the Agency or, to the knowledge of the Agency, threatened
against or affecting the Agency to restrain or enjoin the Agency's
participation in, or in any way contesting the existence of the Agency or
the powers of the Agency with respect to, the transactions contemplated
by this Purchase Agreement, the Indenture, the Continuing Disclosure
Certificate, the Loan Agreements and the Escrow Agreement, and
consummation of such transactions,
(G) the Agency has complied with all agreements and
covenants and satisfied all conditions to be satisfied at or prior to the
Closing Date as contemplated by the Loan Agreements, the Continuing
Disclosure Certificate and the Escrow Agreement,and
(H) in connection with execution and delivery of the Loan
Agreements relating to the Forth Richmond, Test Pittsburg/Bay Point
and Pleasant Hill BART project Areas, the Agency has complied with the
Parity Debt provisions of the documents relating to the Existing Parity
Obligations
(vii) an opinion of counsel to the Agency, dated the Closing Bate and
addressed to the Agency and the Underwriter to the effect that:
(A) the Agency is a public body, corporate and politic,
organized and existing under the laws of the State, including the
Redevelopment Law,
(B) the Agency Resolution approving and authorizing the
execution and delivery of the Loan Agreements,the Continuing Disclosure
Certificate and the Escrow Agreement was duly adopted at a meeting of
the Agency which was called and held pursuant to law and with all
public notice required by law and has not been amended from the date of
its adoption;
(C) the Loan Agreements, the Continuing Disclosure Certificate
and the Escrow Agreement are valid and binding agreements of the
Agency, enforceable against the Agency in accordance with their
respective terms subject to the laws relating to bankruptcy, insolvency,
reorganization of creditors' rights generally and to the application of
equitable principles;
(D) to the best of such counsel's knowledge after due
investigation,there is no action,suit,proceeding or investigation at law or
-9-
in equity before or by any court, public board or body pending or
threatened against or affecting the Agency to restrain or enjoin the
Agency's participation in, or in any way contesting the existence of the
Agency or the powers of the Agency with respect to, the transactions on
the part of the Agency contemplated by the Official Statement, the Loan
Agreements, the Continuing Disclosure Certificate, the Indenture and the
Escrow Agreement and the consummation of such transactions;
(E) to the best of such counsel's knowledge, after due
investigation, there does not exist any action, suit, proceeding or
investigation pending with respect to which the Agency has been served
with process, or to the best of such counsel's knowledge, threatened,
which if adversely determined, could materially adversely affect (a) the
financial position of the Agency; (b) the ability of the Agency to perform
its obligations under the Loan Agreements, the Continuing Disclosure
Certificate or the Escrow Agreement; or(c)the allocation and payment of
the Tax Revenues to the Agency and the other security for the Agency"s
obligation to repay the Loans provided by the Loan Agreements;
(F) to the best of such counsel's knowledge after due
investigation, the execution and delivery by the Agency of the Loan
Agreements, the Continuing Disclosure Certificate and the Escrow
Agreement and compliance by the Agency with the provisions thereof,
under the circumstances contemplated thereby, do not and will not
conflict with or constitute on the part of the Agency a breach of or default
under any agreement or other instrument to which the Agency is a party
or by which it is bound or any court order or consent decree to which the
Agency is subject;
(G) to the best of such counsel's knowledge, after due
investigation,the portions of the Official Statement describing the Agency
and the Project Areas (excluding therefrom the reports, financial and
statistical data and forecasts therein as to which no opinion need be
expressed) do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made,not misleading;
(viii) an opinion of counsel to the Trustee and Escrow Bank, dated the
Closing Date and addressed to the Authority and the Underwriter, in
substantially the form as may be reasonably requested by the parties hereto;
(ix) a certificate, dated the Closing Date, of the Trustee and Escrow
Bank,signed by a duly authorized officer of the Trustee and Escrow Bank., to the
effect that (A) the Trustee and Escrow Bank are duly organized and validly
existing as a national banking association, with full corporate power to
undertake the trust of the Indenture and the Escrow Agreement, as applicable;
(B) the Trustee and Escrow Bank have duly authorized, executed and delivered
the Indenture and Escrow Agreement and by all proper corporate action has
authorized the acceptance of the trust of the Indenture or Escrow Agreement;
and (C) to the best of such officers knowledge, there is no action, suit,
proceeding or investigation at law or in equity before or by any court, public
board or body which has been served on the Trustee or Escrow Bank (either in
state or federal courts),or to the knowledge of the Trustee or Escrow Bank which
would restrain or enjoin the execution or delivery of the Indenture or Escrow
-10-
Agreement,as applicable,or which would affect the validity or enforceability of
the Indenture or the Escrow Agreement or the Trustee's and Escrow Bank's
participation in, or in any way contesting the powers or the authority of the
Trustee and the Escrow Bank with respect to, the transactions contemplated by
the Indenture and the Escrow Agreement or any other agreement, document or
certificate related to such transactions;
(x) a supplemental opinion of Bond Counsel, dated the Closing Date
and addressed to the Underwriter,to the effect that:
(A) this Purchase Agreement has been duly authorized,
executed and delivered by the Authority, and assuming the valid
execution and delivery by the Underwriter, is valid and binding upon the
Authority, subject to the laws relating to bankruptcy, insolvency,
reorganization of creditors' rights generally and to the application of
equitable principles;and
(B) the Bonds are exempt from registration pursuant to Section
3(a)(2) of the Securities Act of 1933, as amended, and the Indenture is
exempt from qualification pursuant to the Trust Indenture Act of 1939, as
amended; and
(C) the statements contained in the Official Statement under
the captions "THE BONDS", "SECURITY FOR THE BONDS", "TAX
MATTERS" and "APPENDIX A" and "'APPENDIX E°" thereto are
accurate insofar as such statements purport to expressly summarize
certain provisions of the Bonds, the Indenture, the Loan Agreements, the
Escrow Agreement and Bond Counsel's opinion concerning federal tax
matters relating to the Bonds.
(xi) a letter of Jones Fall, A Professional Law Corporation, as
disclosure counsel to the Authority, dated the Closing Date and addressed to the
Authority and the Underwriter stating that based upon its participation in the
preparation of the Official Statement and without having undertaken to
determine independently the fairness, accuracy or completeness of the
statements contained in the Official Statement, such counsel has no reason to
believe that,as of the date of the date thereof, the Official Statement (excluding
therefrom the reports, financial and statistical data and forecasts therein, the
information included in the Appendices thereto, information relating to The
Depository Trust Company and its book-entry system as to which no opinion
need be expressed) contains any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein,in the light of the circumstances under which they were made,
not misleading;
(xii) an executed copy of the Continuing Disclosure Certificate;
(xi.ii) an Arbitrage Certificate in the form satisfactory to Bond Counsel;
(xiv) the final Official Statement executed by an authorized officer of
the Authority;
(xv) certified copies of the Agency Resolution,the Authority Resolution
and the County Resolution;
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(xvi) specimen Bonds;
(xvii) rating letters from S&P and Moody°s;
[(xviii)an executed Policy and a certificate and opinion of the Insurer as
to the validity and due authorization,execution and delivery of the Policyj
(xix) a Verification Report of Ernst 8r Young LLP, with respect to the
sufficiency of amounts deposited under the Escrow Agreement;
(xx) a letter from Katz Hollis, the Agency's fiscal consultant,
consenting to the use of its report in the Official Statement, including its use an
appendix;
(xxi) certificates in the forms attached hereto as Exhibit B-1 and
Exhibit B-2 executed by the Authority and the Agency,respectively;
(xxii) evidence of compliance by the Agency with the Parity Debt
provisions of the documents relating to the Existing Parity Obligations;and
(xxiii) such additional legal opinions,certificates, instruments and other
documents as the Underwriter may reasonably deem necessary to evidence the
truth and accuracy as of the time of the Closing Date of the representations and
warranties of the Authority contained in this Purchase Agreement and the due
performance or satisfaction by the Authority at or prior to such time of all
agreements then to be performed and all conditions then to be satisfied by the
Authority pursuant to this Purchase Agreement.
8. Termination. The Underwriter shall have the right to cancel its obligations to
purchase the Bonds if between the date hereof and the Closing Date:
(a) a decision with respect to legislation shall be reached by a committee of the
House of Representatives or the Senate of the Congress of the United States, or
legislation shall be favorably reported by such a committee or be introduced, by
amendment or otherwise,in or be passed by the House of Representatives or the Senate,
or recommended to the Congress of the United States for passage by the President of the
United States,or be enacted or a decision by a federal court of the United States or the
United States Tax Court shall have been rendered, or a ruling, release, order, regulation
or offering circular by or on behalf of the United States Treasury Department, the
Internal Revenue Service or other governmental agency shall have been made or proposed
to be made having the purpose or effect,or any other action or event shall have occurred
which has the purpose or effect, directly or indirectly, of adversely affecting the federal
income tax consequences of owning the Bonds, including causing interest on the Bonds
to be included in gross income for purposes of federal income taxation, or imposing
federal income taxation upon revenues other income of the general character to be
derived by the Authority or by any similar body under the Indenture or similar
documents or upon interest received on obligations of the general character of the Bonds,
or the Bonds which, in the reasonable opinion of the Underwriter, materially adversely
affects the market price of or market for the Bonds; or
(b) legislation shall have been enacted, or considered for enactment with an
effective date prior to the Closing bate, or a decision by a court of the United States
shall have.been rendered, the effect of which is that of the Bonds, including any
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underlying obligations, or the Indenture, as the case may be, is not exempt from the
registration, qualification or other requirements of the Securities Act of 1933, as
amended and as then in effect,the Securities Exchange Act of 1934, as amended and as
then in effect, or the Trust Indenture Act of 1939,as amended and as then in effect; or
(c) a stop order, ruling, regulation or offering circular by the Securities and
Exchange Commission or any ether governmental agency having jurisdiction of the
subject matter shall have been issued or made or any other event occurs, the effect of
which is that the issuance, offering or sale of the Bonds, including any underlying
obligations,or the execution of the Indenture, as contemplated hereby or by the Official
Statement, is or would be in violation of any provisions of the federal securities laws,
including the Securities Act of 1933, as amended and as then in effect, the Securities
Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of
1939,as amended and as then in effect; or
(d) any event shall have occurred or any information shall have become known
to the Underwriter which causes the Underwriter to reasonably believe that the Official
Statement as then amended or supplemented includes an untrue statement of a material
fact, or omits to state any material fact necessary to make the statements therein,in light
of the circumstances under which they were made,not misleading;or
(e) there shall have occurred any outbreak of hostilities or any national or
international calamity or crisis, including a financial crisis, the effect of which on the
financial markets of the United States is such as, in the reasonable judgment of the
Underwriter, would materially adversely affect the market for or market price of the
Bonds; or
(f) there shall be in force a general suspension of trading on the New York
Stock Exchange,the effect of which on the financial markets of the United States is such
as,in the reasonable judgment of the Underwriter,would materially adversely affect the
market for or market price of the Bonds; or
(g) a general banking moratorium shall have been declared by federal, New
York or California authorities; or
(h) any proceeding shall be pending or threatened by the Securities and
Exchange Commission against the Authority or the Agency;or
(i) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by
any national securities exchange; or
(j) the New York Stock Exchange or other national securities exchange, or any
governmental authority, shall impose, as to the Bonds or obligations of the general
character of the Bonds,any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net
capital requirements of the Underwriter; or
(k) the declaration of bankruptcy by a state or any subdivision or
instrumentality of a state, which state, subdivision or instrumentality has a population
of over 500,000, any of which, in the reasonable opinion of the 'Underwriter, has a
materially adverse effect on the United States securities markets; or
-13-
(l) any change,which in the reasonable opinion of the Underwriter, materially
adversely affects the marketability of the Bonds or the financial condition of the
Authority or the Agency.
9. Contingency of Obligations. The obligations of the Authority hereunder are subject
to the performance by the Underwriter of its obligations hereunder.
10. Duration of Representations, Warranties, Agreements and Covenants. All
representations,warranties, agreements and covenants of the Authority shall remain operative
and in full force and effect, regardless of any investigations made by or on behalf of the
Underwriter or the Authority and shall survive the Closing Date.
11. Expenses. The Authority will pay or cause to be paid all reasonable expenses
incident to the performance of its obligations under this Purchase Agreement, including,but not
limited to, mailing or delivery of the Bonds, costs of printing the Bonds, printing, distribution
and delivery of the Preliminary Official Statement, the Official Statement and any amendment
or supplement thereto, the fees and disbursements of Bond Counsel, Disclosure Counsel,
counsel to the Authority and counsel to the Agency, the fees and expenses of the Authority's
and the Agency's accountants,fees of the Authority's financial adviser, fees of the verification
agent, any fees charged by investment rating agencies for the rating of the Bonds, fees of the
Trustee and Escrow Bank, bond insurance premiums, if any, and fees of California Municipal
Statistics. In the event this Purchase Agreement shall terminate because of the default of the
Underwriter, the Authority will, nevertheless, pay, or cause to be paid, all of the expenses
specified above to the extent it is obligated by other agreements to pay such expenses. The
Underwriter shall pay all advertising expenses incurred in connection with the public offering of
the Bonds, and all other expenses incurred by them or any of them in connection with their
public offering and distribution of the Bonds, including CMAC fees and CUSIP fees (including
out-of-pocket expenses and related regulatory expenses).
12. Notices. Any notice or other communication to be given to the Authority under this
Purchase Agreement may be given by delivering the same in writing to the Authority, 651 Pine
Street,North Wing,5th Floor, Martinez, California 94553-1295, Attention: Executive Director,
and any notice or other communication to be given to the Underwriter under this Purchase
Agreement may be given by delivering the same in writing to Edward O. Schifling, Stone &
Youngberg LLC,50 California Street,35th Floor,San Francisco,California 94111.
13 parties in Interest. This Purchase Agreement is made solely for the benefit of the
Authority and the Underwriter(including the successors or assigns of the Underwriter) and no
other person,including any purchaser of the Bonds,shall acquire or have any right hereunder or
by virtue hereof. .
14 Governing.Law. This Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of California.
15. Beadings. The headings of the paragraphs of this Purchase Agreement are inserted
for convenience of reference only and shall not be deemed to be a part hereof.
16. Effectiveness. This Purchase Agreement shall become effective upon your
acceptance hereof.
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17. Counterparts. This Purchase Agreement may be executed in several counterparts
which together shall constitute one and the same instrument.
Very truly yours,
STONE &YOUNGBERG LLC.
By_._._
Edward G.Schilling,
Member
Accepted and agreed to as of
the date first above written:
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
By-
Executive Director
EXHIBIT A TO THE
PURCHASE AGREEMENT
MATURITY SCHEDULE
?maturities Principal Amounts Interest Rtes Price
Exhibit A
Page 1
EXHIBIT B-1 TO THE
PURCHASE AGREEMENT
CERTIFICATE OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY
REGARDING FINALITY OF PRELIMINARY OFFICIAL STATEMENT
The undersigned hereby certifies and represents that he is the duly appointed and acting
Executive Director of the County of Contra Costa Public Financing Authority (the "Authority"),
and as such is duly authorized to execute and deliver this Certificate and further hereby
certifies and reconfirms on behalf of the Authority as follows:
(1) This Certificate is delivered in connection with the offering and sale of the
County of Contra Costa Public Financing Authority 1998 Tax Allocation
Revenue Bonds (Pleasant Hill, North Richmond, Bay Point, Rodeo and Oakley
Redevelopment Project Areas) (the "Bonds") in order to enable Stone &
Youngberg LLC, as underwriter of the Bonds, to comply with Securities and
Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934
(the "Rule").
(2) In connection with the offering and sale of the Bonds, there.has been prepared a
Preliminary Official Statement, setting forth information concerning the Bonds,
the Authority and the County(the "Preliminary Official Statement").
(3) As used herein, "Permitted Omissions" shall mean the offering price(s), interest
rate(s), selling compensation, aggregate principal amount, principal amount per
maturity,delivery dates,ratings and other terms of the Bonds depending on such
matters,all with respect to the Bonds.
(4) The, Preliminary Official Statement is, except for the Permitted Omissions,
deemed final within the meaning of Rule 15c2=12, and the information therein
concerning the Bonds, the Authority and the County is accurate and complete
except for the Permitted Omissions,
IN WITNESS WHEREOF, I have hereunto set my hand as of March . 1999,
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
By:
Executive Director
Exhibit B-1
Page 1
EXHIBIT B-2 TO THE
PURCHASE AGREEMENT
CERTIFICATE REGARDING FINALITY OF PRELIMINARY OFFICIAL STATEMENT
The undersigned hereby certifies and represents that he is the duly appointed and acting
Executive Director of the Contra Costa County Redevelopment Agency (the "Agency"), and as
such is duly authorized to execute and deliver this Certificate and further hereby certifies and
reconfirms on behalf of the Agency as follows.
(1) This Certificate is delivered in connection with the offering and sale of the
County of Contra Costa Public Financing Authority 1998 Tax Allocation
Revenue Bonds (Pleasant Hill, North Richmond, Bay Point, Rodeo and Oakley
Redevelopment Project Areas) (the "Bonds") in order to enable Mone &
Youngberg LLC, as underwriter of the Bonds, to comply with Securities and
Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934
(the ""Rule"").
(2) In connection with the offering and sale of the Bonds, there has been prepared a
Preliminary Official Statement(the "Preliminary Official Statement"), setting
forth information concerning, in part, the Agency and its redevelopment project
areas (the "Project Areas").
(3) As used herein, "Permitted Omissions" shall mean the offering;price(s), interest
rate(s), selling compensation, aggregate principal amount, principal amount per
maturity,delivery dates,ratings and other terms of the Bonds depending; on such
matters,all with respect to the Bonds.
(4) The Preliminary Official. Statement is, except for the Permitted Omissions,
deemed final within the meaning of Rule 15c2-12, and the information therein
concerning the Agency and the Project Areas is accurate and complete except for
the Permitted Omissions.
IN WITNESS WHEREOF, I have hereunto set my hand as of March , 1999.
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY
By.
Executive Director
Exhibit B-1
Page 1
PROOF OF PUBLICATION
NOTICE aF ('
(20"(5.5 C.C.P.) PUSUCHIS 0� ��J{r;
NOTICE 1S HEREBY GIVEN
that the Board of Supervisors
STATE OCALIFORNIA of the County of Contra Costa, `
County off Contra Costa ta (the "County' on Tuesday,' �k
�3arch 23, 1999,at the hour
I am a citizen of the United States and a resident of the of t:oc p.m.,in the Board of
Supervlsors Charnbees le-
County aforesaid; I am over the age of eighteen years, ca ad at 651 Fane skeet I
and not a party to or interested in the above-entitled Martinez,California win holr�
f r s public hearing In accor-; 7
matte.. ;dance with Section;
6588.5(aK2)of the Ca3lfomia
I am the Principal Legal Clerk of the West County Times, l Government code wilt re
spect.to the financing of im-i
a newspaper of general circulation, printed and publishedoveents by means of the 1.
at 2640 Shadelands Drive in the City of Walnut Creek, Isuamnce of revenue bonds:
County of Contra Costa, 94598. forte"Bonds") t tie Public
F-
C
nancntr
i Authority (the "Au-
And which newspaper has been adjudged a newspaper of thorlry'� and a loan of the
proceeds of the Sonds to the
general circulation by the Superior Court of the County of Contra Costa coonty Rade-
Contra Costa, State of California, under the date of veiopment A ency. The im-
August 29, 1978, Case (Number 188884. wIove entlocatedin the financedCounty
and will consist of various
The notice,of which the annexed is a printed co (set in public facilities. including
type not smaller than nonpareil), hasbeenpublished in
roadway,ousing andd'other tm-
each regular and entire issue of said newspaper and not provements,
in any supplement thereof on the following dates, to-wit: Notice is further iven that at
sold hearing at f Interested Jim Kennedy Lao"Dirac-
March 16 persons will have an opportu- for-Redevelopment,Contra
nity to be heard with respect Costa County Community
to the financing of the im- E�nvei_crpment De en,
all in the year of 1999 provements with proceeds of 651 Pine Street, 4th Floor,
the Bonds and the public North Wing,Martnez,Calitor-
benefits arising from the fi- nia 94553.
I certify (or declare) under penalty of perjury that the nancingwrtten conlrnants Dated:March 16,1899
foregoing is true and correct. may be submitted at or ire- HOARD of SUPERVISORS
1 CRS
fore trie hearing to,and a list
of the improvements that are OF THE COUNTY OF
Executed at Walnut Creek, California. being considered for financ- CONTRA COSTA
On this 16 day of March, 1999 Ing may be obtained from, 61
�l st aM ch 16,1998
Slgnat re
West County Times
P 0 Box 100
Pinole, CA 94564
(510) 262-2740
Proof of Publication of:
(attached is a copy of the legal advertisement that
published)
' (•1 t r r.
PROOF OF PUBLICATION
NOTIM CW
A
(2015.5 C.C.P.) i'NJ91HEARIN(8�
racrric;s is tt�R�BY Li1vE�f
NATE OF CALIFORNIA that the Board of
csr�m,a Chanty of Contra Costa �j
11
County of Contra Costa (ryar i P >#roe i of i +
arch 2 at thT'=hour
1 am a citizen of the United States and a resident of the su ,
County aforesaid; I am over the age of eighteen years, ca at 851 pine str.eL, Vr
and not a Martsnez,Odfornkt,WU hold i
party to or interested in the above-ent€t€ed a public hearing acaor-
matter. dance with section
SNg�(an of the Osafornia
Code *ft re-
I am the Principal Legal Clerk of the Contra Costa Times, spect to tm iinancOf Im-
a newspaper of general circulation, printed and published groantants by means of
eof revenue
at 2640 Shadelands Drive In the City of Walnut Creek, M u ter
County of Contra Costa, 94598. nancing Aumorit (me „Au-
the
And which newspaper has been adjudged a newspaper of a of a canto
Contra Costa County Retie-
genera#circulation by the Superior Court of the County of vent .The tm-
Contra Costa, State of California, under the date of �+ts be innate
October 22, 1934. Case Number 19764. an be located�the
ccuQty
and aaiii oorratst of
pubBc witties, inctud
The notice,of which the annexed is aprinted copy{set in roadway, drsinage. ng,ity :
type not smaller than nonpareil), has been published in provvemenm.ffoushv' r
each regular and entire issue of said newspaper and not Notice is Uthergiven mat at
in any supplement thereof on the following dates,to-wit: said t�alf Interested
personttgt16an opportu-
be heard have cing u` troe
prove
%4M proceeds of
a#€in the year of 1999 the
esa+�so ,
nencing.written comments
# certify (or declare) under penalty of perjury that they"be r be-
hem to a a
foregoing is true and correct. or the Improvements are
bekV considered for 0 t
ybe ,
Executed at Walnut Creek, California. ,rm Kennedy,De"DIrec-
On this 16 day of March, 1999 for-Redsysbpment,Contra
Costa County
.
imrmn
Development
65Fine Cm ti
................. ........... -Signature 5531g"
Contra Costa Times Datedt Match 16,IM
SORS
P O Box 4147 OF rnE CCO1Ct�YYi OF
Walnut Creek,CA 94596 CONTRA CesrA
(510) 935-2525 Pu6tish Maroti6304
1a,INg
Proof of Publication of:
(attached is a copy of the legal advertisement that
published)
PROOF OF PUBLICATION
( {�IJ.�J C.C.P.)
NICE OF f`its
PUBLICwr:ARINQ
NOTICE IS HEREBY GIVEN
that the Board of Supervisors
STATE OF CALIFORNIA of the County of Contra Costa
Count of Contra Costa (the ^Coun, `) on Tuesday, �j
County March 23, 1999, at the hour I f+
of 1:00 p.m.,in the Board of ; is
€ girt a Citizen of the United States and a resident of the supervisors Chambers to-
County aforesaid; 1 am over the age of eighteen years, catod at 651 Pine Street
and not a party to or interested in the above-entitled Martinez,California will hok)
matter. dance with Section
6566.5(a)(2)of the California
I am the Principal Legal Clerk of the Ledger Dispatch and Government Code with re-
Brentwood News. Newspapers of general circulation, speet to the financ ng of irn-
g provements by mean.of the
printed and published at 2640 Shadelands Chive in the Issuance of revenue bonds
City of Walnut Creek, County of Contra Costa, 945598.
(the
tf co°g statPubliiuFl-
nancin Authority (the "Au-
And which newspaper has been adjudged a newspaper of thorny' and a Boar. or the
general circulation by the Superior Court of the County of proceeds of the Bonds to the
Contra Costa County Rade-
Contra Costa, State of California, under the date of velopment Ar�envy. The im-
March 26, 1870. Case Number 746870. provements Co be financed
will be located In the County
and will consist of various
The notice, of which the annexed is a printed copy (set in pubuo facilities, including
type not smaller than nonpareil), has been published in roaawav, drainage, parking,
p utility,housing and other im-
each regular and entire issue of said newspaper and not provements.
in any supplement thereof on the following dates, to-wit:
Notice is further given that at
MarC€1 16 said hearing at. Interestednedy persons will will have an opportu- ''M Ken
nity to be heard with respect tot-Redsvaiopment,Contrar i
all in the year of 1999 provements with of
of Cepa mun t i
851 Ptna Btt+eitt,, th�Fioor;
the Bonds and the publicNorth Wing,Martlnaa,Califon-i
1 certify (or declare) under penalty of perjury that the benefits arising from the 11- nla 94583. #
foregoing is true and correct. Waning. written comments
may be submitted at or be Dated:March 18,1999
16 lore the hearing to,and a list BOARD OF SUPERVISt7Rs
Executed at Walnut Creek, California. of the improvements that are OF THE COUNTY of
being considered for 4nanc- CONTRA COSTA
On this 16 day Of March, 1999 Ing may be obtained from, mt�oai LOW 2462
ej/� Pmu Bah:March 16,1999
S€gnature
Ledger dispatch an Brentwood Ne s
P O Box 2299
Antioch, CA 94531-2299
(510) 757-2525
Proof of Publication of:
(attached is a copy of the legal advertisement that
published)