California Enterprise Development Authority

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1 California Enterprise Development Authority REGULAR MEETING ***TELECONFERENCE MEETING NOTICE and AGENDA*** LOCATIONS LISTED BELOW 3:00 PM Wednesday, December 15, 2010 Teleconference Phone Information (308) Conference Code: # Call to Order and Roll Call 1. Approval Of Minutes Approve the Regular Meeting Minutes of December 1, 2010 and December 8, Action Items 2. Adopt Resolution of the California Enterprise Development Authority Authorizing and Approving a Loan Agreement Pursuant to which the California Enterprise Development Authority will make a Loan for the Purpose of Financing and Refinancing the Cost of Certain Manufacturing Facilities for the Benefit of the Dacon Properties, LLC, Providing the Terms and Conditions for such Loan Agreement and Other Matters Relating Thereto Herein Specified. 3. Adopt Resolution of the California Enterprise Development Authority Authorizing and Approving a Loan Agreement Pursuant to Which the California Enterprise Development Authority Will Make a Loan in an Amount Not to Exceed $5,000,000 for the Purpose of Financing and Refinancing the Cost of the Acquisition, Construction, Installation, Rehabilitation, Equipping and Furnishing of Certain Health Care Facilities for the Benefit of Home for Jewish Parents, Doing Business As Ruetlinger Community for Jewish Living, Providing the Term and Conditions for Such Loan Agreement and Other Matters Relating Thereto Herein Specified. 4. Adopt Resolution Authorizing the Issuance and Sale of California Enterprise Development Authority Recovery Zone Facility Revenue Bonds, Series 2010 (Redondo Beach Hotels Projects), for the Purpose of Financing Facilities for the Benefit of TRCF Redondo, LLC and/or a Related or Successor Entity; Providing the Terms and Conditions For the Sale and Issuance of Said Bonds and Other Matters Relating Thereto; and Authorizing the Execution of Certain Documents Herein Specified. 5. Adopt Resolution of the California Enterprise Development Authority Authorizing and Approving a Loan Agreement Pursuant to Which the California Enterprise Development Authority Will Make a Loan in an Amount Not to Exceed $11,000,000 for the Purpose of Financing and Refinancing the Cost of the Acquisition, Construction, Installation, Rehabilitation, Equipping and Furnishing of Certain Facilities for the Benefit of the Asian Americans for Community Involvement of Santa Clara County, Inc.; Providing the Terms and Conditions for such Loan Agreement and Other Matters Relating Thereto Herein Specified. 6. Adopt Resolution of the California Enterprise Development Authority Authorizing the Issuance and Sale of California Enterprise Development Authority Variable Rate Demand Recovery Zone Facility Revenue Bonds, Series 2010 (Regional Properties, Inc. Project) in the Aggregate Principal Amount of Not to Exceed $37,200,000 for the Purpose of Financing or Refinancing Facilities for the Benefit of Regional Properties, Inc. And/Or 550 Bercut Drive, Suite G, Sacramento, CA 95814! (916) , ext. 12

2 California Enterprise Development Authority a Related or Successor Entity; Providing the Terms and Conditions For the Said Bonds and Other Matters Relating Thereto and Authorizing the Execution of Certain Documents Herein Specified. Public Comment Chair and Executive Director Reports Other Business Adjournment Members of CEDA and members of the public may access this meeting at the following locations: California Association for Local Economic Development 550 Bercut Drive, Suite G Sacramento, CA Seascape Blvd. Aptos, CA City of Santa Rosa City Hall 100 Santa Rosa Avenue Santa Rosa, CA City of Eureka City Hall 531 K Street Eureka, CA Gold Creek Drive Castro Valley, CA Economic Development Collaboration of Ventura County 1601 Carmen Dr., Ste 215 Camarillo, CA City of Palmdale N Sierra Highway Palmdale, CA This agenda can be obtained at The California Enterprise Development Authority complies with the Americans with Disabilities Act (ADA) by ensuring that the facilities are accessible to persons with disabilities and by providing this notice and information in alternative formats when requested. If you need further assistance, you may contact us no later than 72 hours before the meeting at ( Bercut Drive, Suite G, Sacramento, CA 95814! (916) , ext. 12

3 California Enterprise Development Authority Teleconference Locations MINUTES Regular Meeting ***TELECONFERENCE MEETING *** CEDA BOARD OF DIRECTORS Wednesday, December 8, 2010 California Association for Local Economic Development 550 Bercut Drive, Suite G Sacramento, CA City of Santa Rosa City Hall 100 Santa Rosa Avenue Santa Rosa, CA City of Eureka City Hall 531 K Street Eureka, CA Gold Creek Drive Castro Valley, Ca Seascape Blvd. Aptos, CA City of Palmdale N Sierra Highway Palmdale, CA Economic Development Collaboration of Ventura County 1601 Carmen Dr., Ste 215 Camarillo, CA Call to Order Bruce Kern, Board Secretary of the California Enterprise Development Authority, called the meeting to order at 3:13 pm. Roll Call Members Present: Bruce Kern Paul Krutko Danny Roberts CEDA Staff Present: Public Present: Mona Dmitrenko Michelle Stephens Gary Burdick, Pacific Ridge School Bill Hitch, Pacific Ridge School Dan Bronfman, Growth Capital Associates, Inc. Dave Fama, Jones Hall Action Items 1. Approve the Regular Meeting Minutes from December 1, Board Secretary, Bruce Kern opted to abstain from voting on the December 1, 2010 Board Minutes since he was not in attendance at that meeting. Lacking a quorum for this action, the approval of the minutes was held over until the next CEDA Board meeting. 2. Adopt Resolution of the California Enterprise Development Authority Authorizing the Issuance and Sale of California Enterprise Development Authority Tax-Exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation Headquarters Project), Series 2010 in the Aggregate Principal Amount of Not to Exceed $30,000,000 For the Purpose of Financing Facilities for the Benefit of SunPower Corporation; Providing the Terms and Conditions for the Sale and Issuance of Said Bonds and Other Matters Relating Thereto and Authorizing the Execution of Certain Documents Herein Specified. Discussion: Executive Director, Mona Dmitrenko provided the board with background on this project. The SunPower transaction will be structured with a Direct Pay Letter of Credit with the resulting bonds sold as a public offering. Proceeds will be used on improvements to a leased facility and equipment. Board Member, Danny Roberts asked if the lease was concurrent with the bond financing. Bond Counsel, Dave Fama of Jones Hall assured Mr. Roberts that the lease will be concurrent with the life of the bond. It will be structured as a 10-3

4 year lease with two 5-year options for renewal. Additionally, SunPower has the option to convert to a fixed rate, but the bonds would then be repurchased and privately placed. Motion: Approve Resolution of the California Enterprise Development Authority Authorizing the Issuance and Sale of California Enterprise Development Authority Tax- Exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation Headquarters Project), Series 2010 in the Aggregate Principal Amount of Not to Exceed $30,000,000 For the Purpose of Financing Facilities for the Benefit of SunPower Corporation; Providing the Terms and Conditions for the Sale and Issuance of Said Bonds and Other Matters Relating Thereto and Authorizing the Execution of Certain Documents Herein Specified. Board member, Paul Krutko made the motion to approve Resolution Board Member, Danny Roberts seconded the motion on the floor. The motion passed unanimously on the following roll call vote: Bruce Kern Paul Krutko Danny Roberts Aye Aye Aye 3. Adopt Resolution of the California Enterprise Development Authority Authorizing and Approving a Loan Agreement pursuant to which the California Enterprise Development Authority will make a loan in an Amount not to exceed $4.5M for the Purpose of Refinancing the Cost of the Acquisition, Construction, Installation, Rehabilitation, Equipping and Furnishing of Certain Facilities for the Benefit of the San Francisco School, Providing the Terms and Conditions for such Loan Agreement and other Matters Relating Thereto Herein Specified. Discussion: Executive Director Mona Dmitrenko presented some background on the San Francisco School. Started in 1966, the school uses the Montessori method of teaching. As many of the other projects this year, this project is structured as a Bank-Qualified loan. Motion: Approve Resolution of the California Enterprise Development Authority Authorizing and Approving a Loan Agreement pursuant to which the California Enterprise Development Authority will make a loan in an Amount not to exceed $4.5M for the Purpose of Refinancing the Cost of the Acquisition, Construction, Installation, Rehabilitation, Equipping and Furnishing of Certain Facilities for the Benefit of the San Francisco School, Providing the Terms and Conditions for such Loan Agreement and other Matters Relating Thereto Herein Specified. Board Member, Danny Roberts made the motion to approve Resolution Board Member, Paul Krutko seconded the motion on the floor. The motion passed unanimously on the following roll call vote: Bruce Kern Paul Krutko Danny Roberts Aye Aye Aye 4. Adopt Resolution of the California Enterprise Development Authority Authorizing and Approving the Issuance of Revenue Bonds in an Amount not to Exceed $30.0MM for the Purpose of Financing and Refinancing the Cost of the Acquisition, Construction, and Development of Certain Parking Facilities for the Benefit of the Music Concourse Community Partnership, a Bond Indenture, A Loan Agreement and a Private Placement Agreement in Connection Therewith and Other Matters Relating Thereto Herein Specified. Discussion: Executive Director Mona Dmitrenko discussed this project with the board, explaining that this is another Bank-Qualified loan with First Republic Bank. Board Secretary, Bruce Kern asked if First Republic is a triple-a rated institution and Dan Bronfman of Growth Capital replied that First Republic does not have a triple A rating. However, the ARRA provisions relaxed this requirement and a triple-a rating is not required. 4

5 Motion: Approve Resolution of the California Enterprise Development Authority Authorizing and Approving the Issuance of Revenue Bonds in an Amount not to Exceed $30.0MM for the Purpose of Financing and Refinancing the Cost of the Acquisition, Construction, and Development of Certain Parking Facilities for the Benefit of the Music Concourse Community Partnership, a Bond Indenture, A Loan Agreement and a Private Placement Agreement in Connection Therewith and Other Matters Relating Thereto Herein Specified. Board Member, Paul Krutko made the motion to approve Resolution Board Member, Bruce Kern seconded the motion on the floor. The motion passed unanimously on the following roll call vote: Bruce Kern Paul Krutko Danny Roberts Aye Aye Aye 5. Adopt Resolution of the California Enterprise Development Authority (the Authority ) Authorizing and Approving the issuance of revenue bonds in an aggregate principal amount not to exceed $20.0MM (the Bonds ) pursuant to an Indenture between the Authority and the Bank of New York Mellon, N.A., as trustee, (the Indenture ) the proceeds of which will be loaned by the Authority under a Loan Agreement between the Authority and the Pacific Ridge School for the Purpose of Refinancing the Cost of the Acquisition, Construction, Installation, Rehabilitation, Equipping and Furnishing of Certain Facilities for the Benefit of the Pacific Ridge School, Providing the Terms and Conditions for such Bonds, the Indenture, the Loan Agreement and other Matters Relating Thereto Herein Specified. Discussion: Gary Burdick of Pacific Ridge School gave the Board some background on the school. Board Member, Danny Roberts asked if the TEFRA hearing had already occurred. Dan Bronfman stated that both he and Mr. Burdick from the school were both in attendance and the issuance was approved. Motion: Approve Resolution of the California Enterprise Development Authority (the Authority ) Authorizing and Approving the issuance of revenue bonds in an aggregate principal amount not to exceed $20.0MM (the Bonds ) pursuant to an Indenture between the Authority and the Bank of New York Mellon, N.A., as trustee, (the Indenture ) the proceeds of which will be loaned by the Authority under a Loan Agreement between the Authority and the Pacific Ridge School for the Purpose of Refinancing the Cost of the Acquisition, Construction, Installation, Rehabilitation, Equipping and Furnishing of Certain Facilities for the Benefit of the Pacific Ridge School, Providing the Terms and Conditions for such Bonds, the Indenture, the Loan Agreement and other Matters Relating Thereto Herein Specified. Board Member, Danny Roberts made the motion to approve Resolution Board Member, Paul Krutko seconded the motion on the floor. The motion passed unanimously on the following roll call vote: Bruce Kern Paul Krutko Danny Roberts Aye Aye Aye 6. Adopt Resolution of the California Enterprise Development Authority (the Authority ) Authorizing the Issuance and Sale of California Enterprise Development Authority Revenue Bonds (Quattro-Del Norte, LLC Project), Series 2010 for the Purpose of Financing and Refinancing Facilities for the Benefit of Quattro-Del Norte, LLC and or Successor Entity; Providing the Terms and Conditions for the Sale and Issuance of Said Bonds and Other Matters Relating Thereto and Authorizing the Execution of Certain Documents Herein Specified. Discussion: Executive Director Mona Dmitrenko discussed the project, explaining that it was a Recovery Zone Facility Bond Direct Pay, Letter of Credit deal through Wells Fargo. During the application process, it discovered that the borrower had some undisclosed legal issues relating 5

6 to the Mayor of the City of Oxnard. CDLAC s had required further explanation, which the borrower provided. Upon further review, the issue was satisfactorily resolved and CDLAC granted CEDA the requested $9.6MM in RZFB allocation. Board Members Bruce Kern and Paul Krutko were interested in the Volkswagen of America (VW) Emissions Testing Facility that will be the tenant in the proposed building. Ms. Dmitrenko stated that VW would be testing the emissions in their automobiles to ensure their products meet current and future emission standards. Motion: Approve Resolution of the California Enterprise Development Authority (the Authority ) Authorizing the Issuance and Sale of California Enterprise Development Authority Revenue Bonds (Quattro-Del Norte, LLC Project), Series 2010 for the Purpose of Financing and Refinancing Facilities for the Benefit of Quattro-Del Norte, LLC and or Successor Entity; Providing the Terms and Conditions for the Sale and Issuance of Said Bonds and Other Matters Relating Thereto and Authorizing the Execution of Certain Documents Herein Specified. Board Member, Danny Roberts made the motion to approve Resolution Board Member, Paul Krutko seconded the motion on the floor. The motion passed unanimously on the following roll call vote: Bruce Kern Paul Krutko Danny Roberts Aye Aye Aye Public Comment There was no public comment made. Executive Director Report Executive Director, Mona Dmitrenko informed the Board that the ARRA bond provisions would not be renewed for the 2011 calendar year and would be expiring December 31, Consequently, all ARRA-related projects must be approved and funded by year-end. Other Business Board Member, Paul Krutko asked to see a spreadsheet showing all of the bond activity that CEDA did over the past year. Ms. Dmitrenko said she would pass that information on to the Board at next week s meeting. Board Secretary, Bruce Kern said that he wanted to discuss CEDA s marketing plan for the upcoming year in light of the ARRA bond provisions expiring. Ms. Dmitrenko agreed that too will be part of the Executive Report at the next Board Meeting on the 15 th of December. She also mentioned that ARRA has been of significant help in introducing the Authority to other bond counsels and financial advisors that could be potential referrals to CEDA. Adjournment Motion: Board Member, Danny Roberts moved to adjourn the meeting. Board Member, Paul Krutko seconded the motion. The motion passed unanimously by voice vote. Board Secretary, Bruce Kern adjourned the meeting at 3:45 pm. 6

7 Action Requested Borrower(s) Borrower Description TEFRA Hearing Public Benefits Eligibility and Policy Review Staff Report Adopt Resolution of the California Enterprise Development Authority Authorizing and Approving a Loan Agreement Pursuant to which the California Enterprise Development Authority will make a Loan for the Purpose of Financing and Refinancing the Cost of Certain Manufacturing Facilities for the Benefit of Dacon Properties, LLC,; Providing the Terms and Conditions of Such Loan Agreement and Other Matters Relating Thereto Herein Specified. Dacon Properties, LLC; Troy-CSL Lighting, Inc. and or Related or Affiliated Entities Troy-CSL Lighting, Inc. (Troy-CSL) is involved in the manufacture and distribution of lighting fixtures. Most of their products are custom made to customer specifications. Troy-CSL sells through wholesalers and designers. Their products are used in both the residential housing market and commercial building types. On November 5, 2010, CEDA submitted an application for Recovery Zone Facility Bond Allocation. We have received verbal approval from the California Debt Limit Allocation Committee that our application will receive its full allocation at the December 15, 2010 Allocation Meeting. The Bond is structured as a private placement with all outstanding bonds being sold to Union Bank. Proceeds from the bond will be used to take out a Union Bank construction loan that was used to construct a 200,000 sf manufacturing facility in the City of Industry. Construction commenced in March 2010 with the Certificate of Occupancy expected within the next 30 to 60 days. The business currently has 90 full-time employees and are expected to expand employment to 140 FTEs within two years of project completion and funding A public hearing was held on March 11, 2010 and the financing was unanimously approved by the City of Industry on March 11, The tax-exempt financing provides the borrower with permanent low-cost financing. Proceeds were used to construct, equip and furnish a new manufacturing and distribution facility in an area of California has experienced high employment. Troy-CSL is expected to retain or create up to 140 jobs within the next two years. In addition, lower interest costs may positively impact Troy-CSL s profitability and lead to a more stable cash flow for the borrower. CEDA staff has reviewed the project. The proposed financing is eligible pursuant to state and federal law and addresses the objectives contained in CEDA s Bond Issuance Polices and Procedures " The project will be completed through a private placement to Union Bank. Staff feels that this demonstrates that the Borrower is capable of meeting the obligations incurred under the financing documents; in the event the financing is converted to a fixed rate the bonds will be remarketed as a private placement; " The Payments to be made are adequate to pay the expenses of CEDA in connection with the financing and to pay debt service; " Proposed financing is appropriate for the project. Recommendation Staff recommends approval of Resolution 10-49, which authorizes and approves the execution of certain loan documents, which allows up to a $11,325,000 Recovery Zone Facility Loan benefitting Dacon Properties, LLC, Troy-CSL Lighting, Inc. and/or Related or Affiliated Entities 7

8 RESOLUTION NO CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY RESOLUTION OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY AUTHORIZING AND APPROVING A LOAN AGREEMENT PURSUANT TO WHICH THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY WILL MAKE A LOAN IN AN AMOUNT NOT TO EXCEED $11,325,000 FOR THE PURPOSE OF FINANCING OR REFINANCING THE COST OF CERTAIN MANURACTURING AND DISTRIBUTION FACILITIES FOR THE BENEFIT OF DACON PROPERTIES, LLC, PROVIDING THE TERMS AND CONDITIONS FOR SUCH LOAN AGREEMENT AND OTHER MATTERS RELATING THERETO HEREIN SPECIFIED WHEREAS, pursuant to the provisions of the Joint Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the Act ), the cities of Eureka, Lancaster and Selma entered into a joint exercise of powers agreement (the Agreement ) pursuant to which the California Enterprise Development Authority (the Authority ) was organized; and WHEREAS, the Authority is authorized by the Agreement and the Act to issue bonds, notes or other evidences of indebtedness, or certificates of participation in leases or other agreements, or to enter into loan agreements, for the purpose of assisting members of the Authority in stimulating or expanding local economies, promoting opportunities for the creation or retention of employment, stimulating economic activity and increasing the tax base; and WHEREAS, pursuant to the provisions of the Act, the public agencies which are members of the Authority are authorized to jointly exercise any power common to such public agency members, including, without limitation, the power to acquire and dispose of property, both real and personal; and WHEREAS, the City of Industry (the City ) is an associate member of the Authority; and WHEREAS, Dacon Properties, LLC, a limited liability company duly organized and existing under the laws of the State of California (the Borrower ), has submitted an application to the Authority requesting the Authority to make a loan (the Borrower Loan ) in the aggregate principal amount not to exceed $11,325,000 to the Borrower for the purpose of financing, refinancing, or reimbursing the Borrower for, (1) the cost of construction, acquisition, installation and equipping of an approximately 200,000 square foot manufacturing and distribution facility located at Nelson Avenue, City of Industry, California 91744, and (2) certain costs of issuance related to such financing or refinancing (collectively, the Project ); and 8

9 WHEREAS, the Authority intends to use the proceeds of a tax-exempt loan from Union Bank, N.A. or a related entity (the Lender ) to the Authority (the Authority Loan ) to make the Borrower Loan; and WHEREAS, Section 1400 of the American Recovery and Reinvestment Act of 2009 (the Recovery Act ) added Section 1400U-1 through 1400U-3 to the Internal Revenue Code of 1986 (the Code ), authorizing states, counties and large municipalities to issue recovery zone economic development bonds and recovery zone facility bonds as defined in the Recovery Act; and WHEREAS, pursuant to Section 1400U-1 of the Code, the Board of Supervisors of the County of Los Angeles on January 26, 2010 adopted a resolution designating the entire geographic region of the County of Los Angeles (the County ) as a recovery zone (the Los Angeles County Recovery Zone ); and WHEREAS, the City is within the geographical boundaries of the County and within the Los Angeles County Recovery Zone; and WHEREAS, the Authority applied for, and the California Debt Limit Allocation Committee ( CDLAC ) has granted to the Authority, a portion of the voluntarily waived Recovery Zone Facility Bond allocation in the amount of $11,325,000 ( Allocation ) for the issuance of bonds for the Project;; and WHEREAS, there has been filed with the Secretary of the Authority a proposed form of a (i) Loan Agreement (the Loan Agreement ), by and among the Authority, the Borrower and the Lender and (ii) a Deed of Trust Assignment Agreement (the Deed of Trust Assignment Agreement ), between the Authority and the Lender; and WHEREAS, in accordance with the requirements of Section 147(f) of the Code, the City Council of the City adopted, on March 11, 2010, a resolution approving the Authority Loan in order to finance the Project; and WHEREAS, the Project is expected to provide significant benefits to the residents of the City and the County by stimulating or expanding the local economy, promoting opportunities for the creation or retention of employment, stimulating economic activity and increasing the tax base within the City and County; NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the California Enterprise Development Authority, as follows: Section l. financing the Project. The Authority finds that it is in the public interest to assist the Borrower in Section 2. The Authority hereby approves of the entering into the Authority Loan on a tax-exempt basis and using the proceeds thereof to make the Borrower Loan pursuant to the terms and provisions of the Loan Agreement. The Authority understands that the payments under the Borrower Loan will be assigned to the Lender to satisfy the Authority s payments under the Authority Loan. The payments to be made by the Authority to the Lender under the Authority Loan will be satisfied solely from payments made by the Borrower to the Lender (as assignee of Authority) under the Borrower Loan. 9

10 Section 3. The proposed form of Loan Agreement by and among the Lender, the Authority and the Borrower, on file with the Secretary of the Authority, is hereby approved. The Chairman or the Vice Chairman of the Board of Directors, or the Executive Director of the Authority (individually, an Authorized Signatory and, collectively, the Authorized Signatories ), acting alone, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Loan Agreement in substantially the form filed with the Authority prior to this meeting, with such changes and insertions therein consistent with the stated terms of this Resolution as the Authorized Signatory executing the same, with the advice of counsel to the Authority, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. The proposed form of the Deed of Trust Assignment Agreement between the Authority and the Lender, on file with the Secretary of the Authority, is hereby approved. The Authorized Signatories, acting alone, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Deed of Trust Assignment Agreement in substantially the form filed with the Authority prior to this meeting, with such changes and insertions therein consistent with the stated terms of this Resolution as the Authorized Signatory executing the same, with the advice of counsel to the Authority, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Authorized Signatories, and each of them, acting alone, is hereby authorized and empowered to execute the assignment to the Borrower note in the proposed form attached to the Loan Agreement (the Borrower Note ) by manual or facsimile signature and deliver the Borrower Note and the assignment to the Lender with such changes and insertions therein consistent with the stated terms of this Resolution as the Authorized Signatory executing the same, with the advice of counsel to the Authority, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The Authority hereby allocates to the Borrower Loan the Allocation, in the amount of $11,325,000. The amount of Allocation in excess of the amount of the Borrower Loan, if any, shall automatically revert to CDLAC. The Secretary of the Authority is authorized and directed to file or cause to be filed on the Authority's behalf, within the time period required by the CDLAC, the required notice to CDLAC. Upon receipt of notification from CDLAC, the Secretary is authorized to release to the Borrower the performance deposit held by the Authority in the amount prescribed by CDLAC. 10

11 Section 7. The Authority approves the Authority Loan on a tax-exempt basis and the making of the Borrower Loan to the Borrower in an amount not to exceed $11,325,000 in accordance with the terms of and to be secured by the Loan Agreement. Repayment of the principal of, premium, if any, and the interest on, the Authority Loan shall be made solely from the revenues to be received by the Authority from the Borrower Loan pursuant to the Loan Agreement, and the Authority Loan shall not be deemed to constitute a debt or liability of the State or any political subdivision thereof. The Authority Loan shall bear interest at the rate or rates set forth in the Loan Agreement. Section 8. All assignments, consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the borrowing of amounts from the Lender and the making of the Borrower Loan to the Borrower, any of the foregoing which may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any assignment by Lender to an affiliate of Lender or qualified institutional buyer or any prepayment of the Borrower Loan, may be given or taken by the Chairman or the Executive Director without further authorization by this Board of Directors of the Authority, and such officers are hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officers may deem necessary or desirable to further the purposes of this Resolution. Section 9. All actions heretofore taken by the officials and agents of the Authority with respect to the Authority Loan and the Borrower Loan to the Borrower are hereby approved, confirmed and ratified, and the officials and agents of the Authority and their authorized designees are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates, agreements and documents, including, without limitation, a tax certificate and agreement, which they or bond counsel may deem necessary or advisable in order to consummate the Borrower Loan and the Authority Loan and otherwise to effectuate the purposes of this Resolution. The provisions of this Resolution are hereby declared to be separable, and if any action, phrase or provision is for any reason declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. This Resolution shall take effect from and after its adoption. 11

12 PASSED AND ADOPTED this 15 th day of December, CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By: Wayne Schell, Chairman ATTEST: Gurbax Sahota, Secretary 12

13 I, the undersigned, the duly appointed and qualified Secretary of the California Enterprise Development Authority, do hereby certify that the foregoing resolution was duly adopted by the Board of Directors of said Authority at a duly called meeting of the Board of Directors of said Authority held in accordance with law on December 15, Gurbax Sahota, Secretary 13

14 Action Requested Borrower(s) Borrower Description Staff Report Adopt Resolution of the California Enterprise Development Authority Authorizing and Approving a Loan Agreement Pursuant to which the California Enterprise Development Authority will make a loan in an Amount not to exceed $5,000,000 for the Purpose of Financing and Refinancing the Cost of the Acquisition, Construction, Installation, Rehabilitation, Equipping and Furnishing of Certain Care Facilities for the Benefit of the Home for Jewish Parents, (doing business as Ruetlinger Community for Jewish Living) Providing the Terms and Conditions for Such Loan Agreement and other Matters Relating Thereto Herein Specified. Home for Jewish Parents and/or Related or Affiliated Entities Home for Jewish Parents (dba Ruetinger Community for Jewish Living) was founded over 50 years ago. It operates a senior living facility licensed for 180 residents in three (3) different units including: Sukkat Shalom Skilled Nursing Unit, Assisted Living Area or Traditions Dementia Care Unit. The facility offers programs in assisted living, independent living, enhanced care in assisted living, rehabilitation and social services. The senior facility does follow kosher food standards with a full-time rabbi on staff. However, the senior home does open its doors to all faiths. Additionally, with the life expectancy extended past most people s life savings, the 501( c) 3 offers financial assistance up to 50% of their cost of room and board to those residents are unfortunate to fall into that category. In addition, the organization operates a Jewish Heritage Museum at their facility. The museum displays more than 100 artifacts and relics of Jewish art and culture. TEFRA Hearing Public Benefits Eligibility and Policy Review The Bank Qualified Loan through First Republic Bank will be used to refinance existing taxexempt debt at a lower interest rate and will provide a longer amortization. In addition, $2.5MM has been set aside for the purchase of a new facility in Contra Costa County. The new money project will be completed within three (3) years of close of this transaction and is expected to generate an additional 50 jobs. A public hearing is scheduled at the Contra Costa Board of Supervisors Meeting to be held on December 14, The Borrower or the County staff does not anticipate any opposition to this proposed financing. The tax-exempt financing provides the borrower with permanent low-cost financing. Proceeds were used to refinance the acquisition, rehabilitation, equipping and furnishing their current facility in Contra Costa County. The borrower anticipates up to a $450K per year in interest savings as a result of the refinancing. The lower interest costs are expected to positively impact the Borrower s profitability and lead to a more stable cash flow. In addition, proceeds will be used to acquire another senior living facility within the next three years. The Borrower is expected to retain or create up to 193 jobs within the next three years. CEDA staff has reviewed the project. The proposed financing is eligible pursuant to state and federal law and addresses the objectives contained in CEDA s Bond Issuance Polices and Procedures " The project will be completed through a private placement to First Republic Bank. Staff feels that this demonstrates that the Borrower is capable of meeting the obligations incurred under the financing documents; in the event the financing is converted to a fixed rate the bonds will be remarketed as a private placement; " The Payments to be made are adequate to pay the expenses of CEDA in connection with the financing and to pay debt service; " Proposed financing is appropriate for the project. Recommendation Staff recommends approval of Resolution 10-50, which authorizes and approves the execution of certain documents, which allows up to a $5,000,000 Bank Qualified Loan benefitting Home for Jewish Parents and or Related or Affiliated Entities. 14

15 RESOLUTION NO CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY RESOLUTION OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY AUTHORIZING AND APPROVING A LOAN AGREEMENT PURSUANT TO WHICH THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY WILL MAKE A LOAN IN AN AMOUNT NOT TO EXCEED $10,750,000 FOR THE PURPOSE OF FINANCING AND REFINANCING THE COST OF THE ACQUISITION, CONSTRUCTION, INSTALLATION, REHABILITATION, EQUIPPING AND FURNISHING OF CERTAIN NURSING CARE FACILITIES FOR THE BENEFIT OF HOME FOR JEWISH PARENTS, DOING BUSINESS AS REUTLINGER COMMUNITY FOR JEWISH LIVING, PROVIDING THE TERMS AND CONDITIONS FOR SUCH LOAN AGREEMENT AND OTHER MATTERS RELATING THERETO HEREIN SPECIFIED WHEREAS, pursuant to the provisions of the Joint Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the Act ), the cities of Eureka, Lancaster and Selma entered into a joint exercise of powers agreement (the Agreement ) pursuant to which the California Enterprise Development Authority (the Authority ) was organized; WHEREAS, the Authority is authorized by the Agreement and the Act to issue bonds, notes or other evidences of indebtedness, or certificates of participation in leases or other agreements, or enter into loan agreements to, among other things, finance or refinance facilities owned and/or leased and operated by organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ); WHEREAS, pursuant to the provisions of the Act, the public agencies which are members of the Authority are authorized to jointly exercise any power common to such public agency members, including, without limitation, the power to acquire and dispose of property, both real and personal; and WHEREAS, the County of Contra Costa (the County ) is an associate member of the Authority and is authorized to acquire and dispose of property, both real and personal; and WHEREAS, pursuant to the provisions of the Act, the Authority may, at its option, issue bonds, rather than certificates of participation, and enter into a loan agreement for the purposes of promoting economic development; and WHEREAS, Home for Jewish Parents, a California nonprofit public benefit corporation, doing business as Reutlinger Community for Jewish Living (the Borrower ), has submitted an application to the Authority requesting the Authority to make a loan (the Borrower Loan ) in the aggregate principal amount not to exceed $10,750,000 to the Borrower for the purpose of (i) refinance the outstanding ABAG Finance Authority for Nonprofit Corporations Insured Revenue Certificates of Participation (Home for Jewish Parents), Series 1997, the proceeds of which were used to construct, install, equip and furnish assisted living, skilled nursing and specialized care facilities located at 4000 Camino Tassajara, Danville, California (the Refinanced Facilities ), (ii) 15

16 finance the costs of acquisition, construction, installation, rehabilitation, equipping and furnishing of assisted living, skilled nursing and specialized care facilities at one or more of the following locations: 348 Rheem Boulevard, Moraga, California, 3721 Mt. Diablo Boulevard, Lafayette, California, 1625 Oak Park Boulevard, Pleasant Hill, California 94523, and 11 Altarinda Road, Orinda, California (the New Facilities and, together with the Refinanced Facilities, the Facilities ), and (iii) paying certain costs of issuance in connection with the financing (collectively, the Project ); and WHEREAS, the Authority intends to use the proceeds of a tax-exempt loan from First Republic Bank (the Lender ) to the Authority (the Authority Loan ) to make the Borrower Loan; WHEREAS, there has been filed with the Secretary of the Authority a proposed form of a (i) Loan Agreement (the Loan Agreement ), by and among the Lender, the Authority and the Borrower, and (ii) the Deed of Trust Assignment Agreement (the Deed of Trust Assignment Agreement ), between the Authority and the Lender; and WHEREAS, in accordance with the requirements of Section 147(f) of the Code, the Board of Supervisors of the County of Contra Costa (the County ) adopted, on December 14, 2010, a resolution approving the Authority Loan, in order to finance and refinance the Project; and WHEREAS, the Facilities are expected to provide significant benefits to the residents of the County through the nursing care services to be provided by the Borrower and will also create and retain employment opportunities for residents of the County over the long term; and WHEREAS, the financing for the Borrower through the Authority will result in a more economical and efficient funding process because of the Authority s expertise in conduit financings; and NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the California Enterprise Development Authority, as follows: Section l. financing the Project. The Authority finds that it is in the public interest to assist the Borrower in Section 2. The Authority hereby approves of the entering into the Authority Loan on a tax-exempt basis and using the proceeds thereof to make the Borrower Loan pursuant to the terms and provisions of the Loan Agreement. The Authority understands that the payments under the Borrower Loan will be assigned to the Lender to satisfy the Authority s payments under the Authority Loan. The payments to be made by the Authority to the Lender under the Authority Loan will be satisfied solely from payments made by the Borrower to the Lender (as assignee of Authority) under the Borrower Loan. Section 3. The proposed form of the Loan Agreement by and among the Lender, the Authority and the Borrower, on file with the Secretary of the Authority, is hereby approved. The Chairman or the Vice Chairman of the Board of Directors, or the Executive Director of the Authority (individually, an Authorized Signatory and, collectively, the Authorized Signatories ), acting alone, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Loan Agreement in substantially the form filed with the Authority prior to this meeting, with such changes and insertions therein consistent with the stated terms of this Resolution as the Authorized Signatory executing the same, with the advice of counsel to the Authority, may require or approve, such approval to be conclusively evidenced by the execution and 16

17 delivery thereof. The Secretary or Assistant Secretary of the Authority is authorized to attest the execution of the Loan Agreement. Section 4. The proposed form of the Deed of Trust Assignment Agreement between the Authority and the Lender, on file with the Secretary of the Authority, is hereby approved. The Authorized Signatories, acting alone, are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Deed of Trust Assignment Agreement in substantially the form filed with the Authority prior to this meeting, with such changes and insertions therein consistent with the stated terms of this Resolution as the Authorized Signatory executing the same, with the advice of counsel to the Authority, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Authority approves the Authority Loan on a tax-exempt and/or taxable basis and the making of the Borrower Loan to the Borrower in an amount not to exceed $10,750,000 in accordance with the terms of and to be secured by the Loan Agreement. Repayment of the principal of, premium, if any, and the interest on, the Authority Loan shall be made solely from the revenues to be received by the Authority from the Borrower Loan pursuant to the Loan Agreement, and the Authority Loan shall not be deemed to constitute a debt or liability of the State or any political subdivision thereof. The Authority Loan shall bear interest at the rate or rates set forth in the Loan Agreement. Section 6. All assignments, consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the borrowing of amounts from the Lender and the making of the Borrower Loan to the Borrower, any of the foregoing which may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any assignment by Lender to an affiliate of Lender, accredited investor or qualified institutional buyer or any prepayment of the Borrower Loan, may be given or taken by the Chairman or the Executive Director or any designee of either of them without further authorization by this Board of Directors of the Authority, and such officers are hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officers may deem necessary or desirable to further the purposes of this Resolution. Section 7. All actions heretofore taken by the officials and agents of the Authority with respect to the Authority Loan borrowing of funds from the Lender and the Borrower Loan to the Borrower are hereby approved, confirmed and ratified, and the officials of the Authority and their authorized designees are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates, agreements and documents, including, without limitation, a tax certificate and agreement, which they or bond counsel may deem necessary or advisable in order to consummate the Borrower Loan and the Authority Loan and otherwise to effectuate the purposes of this Resolution, and the Secretary or Assistant Secretary of the Authority is authorized to attest the execution of such certificates, agreements and documents. The provisions of this Resolution are hereby declared to be separable, and if any action, phrase or provision is for any reason declared to be invalid, such declaration does not affect the validity of the remainder of the sections, phrases and provisions. 17

18 This Resolution shall take effect from and after its adoption. PASSED AND ADOPTED this December 15, CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By: Wayne Schell, Chairman ATTEST: Gurbax Sahota, Assistant Secretary 18

19 I, the undersigned, the duly appointed and qualified Assistant Secretary of the California Enterprise Development Authority, do hereby certify that the foregoing resolution was duly adopted by the Board of Directors of said Authority at a duly called meeting of the Board of Directors of said Authority held in accordance with law on December 15, Gurbax Sahota, Assistant Secretary 19

20 Action Requested Borrower(s) Borrower Description Staff Report Adopt Resolution of the California Enterprise Development Authority Authorizing the Issuance and Sale of California Enterprise Development Authority Tax- Exempt Recovery Zone Facility Revenue Bonds (TRCF Redondo, LLC), Series 2010 in the Aggregate Principal Amount of Not to Exceed $45,000,000 For the Purpose of Financing Facilities for the Benefit of TRCF Redondo, LLC; Providing the Terms and Conditions for the Sale and Issuance of Said Bonds and Other Matters Relating Thereto and Authorizing the Execution of Certain Documents Herein Specified TRCF Redondo, LLC. and/ or Related or Affiliated Entities TRCF Redondo, LLC. is a true public-private partnership in Redondo Beach, CA. The Borrowers have secured a long term lease on two separate parcels through the City of Redondo Beach on which they will construct two full-service hotels with approximately 310 rooms. The combined site was former miniature golf park which has been dormant for many years. The City is anxious to see these parcels developed and are participating in the financing by providing incentives to help the project get stabilized. Specifically, Redondo Beach has agreed to provide a limited backstop for debt service shortfalls. The City will budget for annual Lease Payments, in an amount approximately equal to 45% of the debt service on the Bonds. The City s annual obligation will be the lesser of: 1) any annual debt service shortfall on the Bonds, 2) the 11% site specific Transient Occupancy Taxes collected by the Hotels each year (which is 11/12th of the total amount of TOT collections) or 3) the maximum amount applicable for any year (approximately 45% of the net debt service on the Bonds). Since California Law prohibits cities from pledging general funds in which TOT are included, the city will pledge several city owned buildings to the Redondo Beach Public Finance Authority for a nominal amount. The maximum lease payments total $53.6 million over the term of the Bonds, which represents approximately 45% of the net debt service on the Bonds. The two adjacent hotels are expected to be completed in 14 months. Additionally, TRCF Redondo, LLC has entered into an agreement with Southern California Edison to lease another adjacent site that will be used for overflow parking. TEFRA Hearing A public hearing was held at the Redondo Beach City Council Meeting on June 15, There was no public opposition heard to this proposed financing. Public Benefits The tax-exempt financing provides the borrower with permanent low-cost financing. Proceeds were used to refinance the construction, rehabilitation, equipping and furnishing the facility in Redondo Beach. The Borrower is expected create and retain up to 100 jobs within the next three years. In addition, the Borrowers anticipate the project will create 100 construction jobs during the 14-month course of construction. Lastly, lower interest costs may positively impact the Borrower s profitability and lead to a more stable cash flow and potentially the creation of Eligibility and Policy Review more jobs. CEDA staff has reviewed the project. The proposed financing is eligible pursuant to state and federal law and addresses the objectives contained in CEDA s Bond Issuance Polices and Procedures The project will be completed through a Qualified Investor secured through Underwriter, Piper Jaffray. In addition, the City of Redondo Beach has demonstrated significant support for the project by providing a very attractive debt service backstop that will be in place for the life of the bond. Staff feels that the combined financing structure demonstrates that the Borrower is capable of meeting the obligations incurred under the financing documents. The Payments to be made are adequate to pay the expenses of CEDA in connection with the financing and to pay debt service. " Proposed financing is appropriate for the project. Recommendation Staff recommends approval of Resolution 10-51, which authorizes and approves the execution of certain documents, which allows up to a $45,000,000 Recovery Zone Facility Bond benefitting TRCF Redondo, LLC. and or Related or Affiliated Entities. 20