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CITY COUNCIL AGENDA ITEM NO. 25

Meeting Date: July 13, 2004

Subject/Title: Approve Resolutions pertaining to the approval and formation of CIFP 2004-1 and Assessment District No. 2004-1.

Prepared by: Engineering: P. Eldredge/D. Galey

Submitted by: Engineering: B. Grewal

RECOMMENDATION
Approve a Resolution approving Capital Improvement Financing Plan 2004-1 and acknowledging certain findings of the City Manager in accordance with Title 17.805 of the Brentwood Municipal Code, as amended, with Exhibits A and B.

Approve a Resolution overruling protests; approving the Final Engineer's Report and Assessments; ordering acquisition and/or construction of improvements and levying assessments with Exhibit A.

Approve a Resolution determining significant public benefits to the City of Brentwood from the sale of Local Obligations to the Brentwood Infrastructure Financing Authority; approving form and substance of a Trust Agreement and authorizing changes thereto and execution thereof; providing for the issuance of City of Brentwood Limited Obligation Improvement Bonds, Assessment District No. 2004-1; approving the sale of said bonds (which establishes the maturities of and interest rates on said bonds); approving the form and substance of a Local Obligation Purchase Contract; a Preliminary Official Statement and a Final Official Statement; a Continuing Disclosure Agreement; a Funding, Acquisition and Disclosure Agreement; and authorizing related actions and the execution of related documents to implement the proposed Financing Plan, with Exhibit A.

Approve a Resolution ordering change and modification proceedings pursuant to waiver of 100% of affected property owners, and approving an Amended Assessment Roll in the Amended Engineer’s Report for Assessment District No. 93-2.

PREVIOUS ACTION
On February 10, 2004, by Resolution 2004-32, City Council adopted the updated Development Fee Program funding public facilities and infrastructure and outlining the means by which developers will be reimbursed for oversized construction of improvements.

On May 11, 2004, by Resolution No. 2004-99, City Council appointed an Underwriter, Bond Counsel and Engineer of Work, and approved Deposit and Reimbursement Agreements in and for CIFP 2004-1 and Assessment District No. 2004-1 with various developers, including; Centex Homes (for Subdivision No. 8663), Ponderosa Homes (for Subdivision No. 8529), Signature Properties and Signature at Cedarwood (for Subdivision No.’s 8534 and 8627), Pulte Homes (for Subdivision No. 8561), Blumen, Martinez and Franklin Families “Blumen Ranch” (for Subdivision No. 8674), Private Island Homes (for Subdivision No. 8724), and D.R. Horton Western Pacific Housing (for Subdivision No. 8551).

In addition on May 11, 2004, by Resolution No. 2004-100, City Council Declared Official Intent to Reimburse Certain Expenditures from Proceeds of Indebtedness, by Resolution No. 2004-101, Ordered Improvements in Assessment District No. 2004-1 and Approved the Proposed Boundary Map for Assessment District No. 2004-1, by Resolution No. 2004-102 Preliminarily Approved Engineer’s Report, Set the date of July 13, 2004 for Public Hearing and Provided for Property Owner Ballots for Assessment District No. 2004-1.

On May 25, 2004, by Resolution No. 2004-113, City Council adopted the 2004/08 Capital Improvement Program, which includes necessary infrastructure construction and funding for the City of Brentwood.

BACKGROUND
The Capital Improvement Financing Program (CIFP) is a financing mechanism that is used to fund infrastructure improvements necessary to support the development of the City. Residential and commercial developers participate in the CIFP by either prepaying their facility fees prior to recordation of the final map, or participating in the assessment district. The assessment district will sell bonds against future developed property to provide revenue for the construction of needed infrastructure, with the City acting as the custodian to disperse funds after the improvements are completed.

The City of Brentwood has a long history of utilizing Assessment District (AD) financing to assist in the funding of master-planned infrastructure. The following developers and landowners have requested the preparation of CIFP 2004-1 and the formation of Assessment District No. 2004-1 to assist in funding the facilities included in the CIFP report.

The developer and owners included in this CIFP and AD include:
1. Centex Homes, Subdivision No. 8663
2. Ponderosa Homes, Subdivision No. 8529
3. Signature Properties, Subdivision No’s. 8534 & 8627
4. Pulte Homes, Subdivision No. 8561
5. Blumen, Martinez and Franklin Families for “Blumen Ranch”, Subdivision No. 8674
6. Private Island Homes, Subdivision No. 8724
7. D.R. Horton Western Pacific Housing, Subdivision No. 8551

The attached Boundary Map depicts the properties involved in this program. All residential properties have an approved Tentative Map and Conditions of Approval.

Developer Impact Fees and projected Facility Fee credits have been incorporated into the CIFP report so the City and the developers will have a complete picture of the costs associated with this program. The Final CIFP report contains the 2004 Developer Fees, adopted by City Council earlier this year. This CIFP includes 1131 single-family residential lots and 120 townhome units.

This CIFP will fund construction of approximately $22,004,000 of infrastructure through the prepayment of facility fees or the construction of improvements. CIFP No. 2004-1 and Assessment District No. 2004-1 is comprised of the prepayment of developer fees, financing of public improvements, and redemption of previous Assessment District Bonds. The prepayment of fees will provide the City with a sufficient amount of money to construct much-needed infrastructure now, instead of waiting to collect the fees when building permits are issued.


Some of the planned Capital Improvement Projects to be funded include:
• Shady Willow Lane
• Empire Avenue
• Lone Tree Way/Railroad Undercrossing
• Grant Street School Infrastructure
• Sunset Park Expansion
• Water Treatment Facility
• State Route 4 Bypass

These are just a few of the necessary public improvements that are required to serve the expanding population of the City. Shady Willow Lane, Empire Avenue and the Lone Tree/Railroad Undercrossing are part of the phased Improvements of the Northwest Quadrant Infrastructure, and are included in this district to continue the orderly development of this area and the infrastructure for Grant Street School will assist the Brentwood Unified School District in meeting their 2005 scheduled opening date. Through discussions with the Bypass Authority, prepayment of the regional transportation fee has been included for funding of the simultaneous construction of Segments 1 (Highway 4 to Lone Tree Way) and Segments 2 (Balfour Road to Walnut Boulevard) for regional transportation circulation. The redemption of the Assessment District No. 93-2 bonds by Signature Properties will allow the properties to equalize their liens with other current residential parcels. The redemption of bonds against these undeveloped lots will additionally benefit the City when they refinance the previous districts in the future.

A summary of the fees to be prepaid, the improvements to be constructed, and the bonds to be redeemed through this Assessment District are listed below:

Fees
1. Roadway Facility Fees: $7,605,478
2. Water Facility Fees: $2,257,290
3. Parks and Trail Fees: $651,556
4. Wastewater Facility Fees: $2,854,022
5. State Route 4 Bypass Transportation Fee: $4,845,440

Improvements
Sand Creek Road Pedestrian Undercrossing: $78,241

Redeemed Bonds
Assessment District No. 93-2: $301,353

The above equates to a total prepayment of fees in the amount of $18,213,786, a total construction amount of $78,241 and a total bond redemption amount of $301,353.

The subdivisions participating in this CIFP have already, or are currently going through the City’s normal plan development approval process. This program is a financing tool to assist in funding City infrastructure.

FISCAL IMPACT
There will not be any direct costs to the City associated with this district, as the participating developers have each provided $5,000 deposits to cover expenses incurred during the formation of the CIFP. All future administrative costs to the City will be covered by the Assessment District once it is formed.

Attachments:
Resolutions (4)
Boundary Map
CIFP 2004-1 Report
Final Engineer’s Report Assessment District No. 2004-1 dated July 13, 2004
Form of the Trust Agreement
Form of Preliminary Official Statement
Form of Funding, Acquisition and Disclosure Agreement
Amended Engineer’s Report Assessment District No. 93-2

RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD APPROVING CAPITAL IMPROVEMENT FINANCING PLAN 2004-1 AND ACKNOWLEDGING CERTAIN FINDINGS OF THE CITY MANAGER IN ACCORDANCE WITH TITLE 17.805 OF THE BRENTWOOD MUNICIPAL CODE, AS AMENDED.

WHEREAS, the City has prepared Capital Improvement Financing Plan 2004-1, dated July 13, 2004 (“CIFP 2004-1”), a fully executed original of which is on file with the City Clerk, for certain proposed new development consisting of the subdivisions and properties listed in Exhibit A, attached hereto and incorporated herein (the “CIFP 2004-1 Properties”); and

WHEREAS, CIFP 2004-1 provides for certain public capital improvements and reimbursements necessary to serve the CIFP 2004-1 Properties (the “CIFP 2004-1 Facilities”) and allocates the cost of same across all CIFP 2004-1 Properties; and

WHEREAS, the owners of the CIFP 2004-1 Properties have consented to form Assessment District No. 2004-1 (“AD 2004-1”) for the purpose of providing financing for all of the CIFP 2004-1 Facilities, or have paid their full obligations with respect to CIFP 2004-1 to the City in cash; and

WHEREAS, the City Manager has made certain findings with respect to CIFP 2004-1 and the CIFP 2004-1 Properties, as required by Section 17.805.005, as evidenced by the Certificate of the City Manager attached hereto as Exhibit B; and

WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the approval of CIFP 2004-1 do exist, have happened and have been performed in regular and due time, form and manner as required by law, and this Council is now duly authorized to adopt this Resolution and to approve CIFP 2004-1.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brentwood, as follows:
Section 1. The foregoing recitals are true and correct and this Council hereby so finds and determines.
Section 2. CIFP 2004-1 is hereby approved and accepted. The findings of the City Manager evidenced by Exhibit B are hereby acknowledged, and this Council hereby confirms that CIFP 2004-1 satisfies the CIFP requirement which is a tentative map conditioned for each CIFP 2004-1 Subdivision; provided, that all of the improvements and other payments are actually financed and installed through AD No. 2004-1 or cash payments by the owners of the CIFP 2004-1 Properties or any combination of same. No final map shall be recorded for any CIFP 2004-1 Subdivision until the following conditions are met with respect to the property upon which such final subdivision map is to be recorded: (A) the CIFP 2004-1 Facilities with respect to such property have been installed in place and accepted by the City or (B) improvement security as required by the Brentwood Municipal Code has been posted in an amount at least equal to the cost of all CIFP 2004-1 Facilities.


Section 3. Pursuant to Section 17.805.003 of the Brentwood Municipal Code, this
Council hereby establishes that all of the units in each proposed CIFP 2004-1 Subdivision (as shown in Exhibit A) constitute the total number of residential development allotments available as part of CIFP 2004-1. There shall be no restriction on the number of units to be permitted annually provided that all of the conditions in Section 2 above are met. Other applicable laws must be followed for units to be permitted.
Section 4. This Resolution shall be effective immediately upon its adoption.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting on the 13th day of July, 2004 by the following vote:

EXHIBIT A

CIFP 2004-1 PROPERTIES

Residential Projects

Subdivision No. Owners/Developments No. of Units/Acres

Single Family Units
8663 Centex Homes / Montelena II 59 units
8529 Ponderosa / Crossroads II 56 units
8534 & 8825 Signature / Cedarwood 177 units
8627 Signature / Garin Corners Motorcourts 64 units
8561 & 8675 Pulte Homes / Rose Garden
Large Lots 219 units
Small Lots 292 units
8674 Blumen-Martinez-Franklin / Blumen Ranch 180 units
8724 Private Island Homes / Magnolia Ranch 84 units
Multi Family Units
8551 DR Horton / Western Pacific Series 120 units

EXHIBIT B

CERTIFICATE OF THE CITY MANAGER

I, John Stevenson, City Manager of the City of Brentwood, hereby make the findings set forth below in connection with Capital Improvement Financing Plan 2004-1 (“CIFP 2004-1”) in accordance with Section 17.805.005 of the Brentwood Municipal Code. All such findings are contingent upon the following conditions and are null and void if any of the following conditions are not satisfied:

Conditions

1. CIFP 2004-1 is approved by the City Council.
2. Assessment District No. 2004-1 (“AD 2004-1”) is formed to finance all of the improvements contemplated by CIFP 2004-1 for all properties included within CIFP 2004-1 (net of developer contributions).
3. All of the CIFP 2004-1 improvements are actually completed prior to or at the time they are required to serve development within the subdivisions included in CIFP 2004-1, as determined by the City Engineer. Such improvements may be financed through the issuance of bonds for AD 2004-1 or cash contributions by property owners or any combination of the two.
4. Adequate provision is made for education facilities to serve the properties within CIFP 2004-1 as required by Ordinance No. 456 adopted by the City Council on September 12, 1989.

Findings

Based upon and subject to the foregoing conditions and on the facilities contemplated by CIFP 2004-1, I hereby find as follows with respect to each subdivision included within CIFP 2004-1:
1. The project has reasonable assurance of a sufficient quantity of water to provide the proposed development with a safe, potable water supply.
2. The project will not create a demand for sewage collection, treatment, transmission or disposal capacity greater than that available to Brentwood and/or the development will bear its fair share of the cost of the expanded facilities and the facilities will be available prior to issuance of a certificate of occupancy for any dwelling unit in the project.
3. The project will not create a demand for water storage or transmission capacity greater than that available to Brentwood and/or if the water storage or transmission capacity need expansion, the project will bear its fair share of the cost of the expanded facilities and such expansion will be completed prior to issuance of a certificate of occupancy for any dwelling unit in the project.
4. The project will not create a demand for water treatment capacity greater than that available to Brentwood and/or if the water treatment capacity need expansion, the project will bear its fair share of the cost of the expanded facilities and such expansion will be completed prior to issuance of a certificate of occupancy for any dwelling unit in the project.
5. The project will not create a demand for circulation improvements greater than that available and/or if the additional circulation improvements are needed, the project will bear its fair share of the cost of the necessary roadway and thoroughfare facilities.
6. The project will not create a demand for other public services, as determined to be necessary by the City Council, greater than those services available to Brentwood at the time of application and/or if these other public services need expansion, the project will bear its fair share of the cost of the expanded facilities, and the necessary facilities will be available prior to issuance of a certificate of occupancy for any dwelling unit in the project.
7. To the extent the project creates a demand for educational facilities greater than those facilities available to Brentwood at the time of application, or if these educational facilities need expansion, the project will bear its fair share of the cost of the expanded facilities as determined under Section 17.805.005(B)(1) and all other applicable laws, and, in reliance upon the separate authority of the governing school district and the cooperation of the developers of the project, the necessary facilities should be available prior to issuance of a certificate of occupancy for any dwelling unit in the project.
Based upon the above findings, and subject to the foregoing conditions, each subdivision within CIFP 2004-1 shall be entitled to receive a development allotments for the number of units contemplated for such subdivision by CIFP 2004-1 upon application therefore to the City and without paying any additional fee or charge except as may be required by the document entitled “Brentwood Capital Improvements Costs and Basis of Development Fees” as amended from time to time.

Dated: July 13, 2004.

__________________________________
John Stevenson, City Manager
City of Brentwood

RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD OVERRULING PROTESTS, APPROVING FINAL ENGINEER’S REPORT AND ASSESSMENTS, ORDERING ACQUISITION AND/OR CONSTRUCTION OF IMPROVEMENTS AND LEVYING ASSESSMENTS.

WHEREAS, the City Council (the “City Council”) of the City of Brentwood (the “City”) has taken a series of actions preliminary to ordering the acquisition and/or construction of certain public improvements in Assessment District No. 2004-1, City of Brentwood, Contra Costa County, California, which improvements are briefly described in Exhibit A attached hereto and incorporated herein (the “Improvements”); and

WHEREAS, on May 11, 2004, City Council approved the boundary map for Assessment District No. 2004-1, City of Brentwood, Contra Costa County, California, and adopted the Resolution of Intention. The boundary map was filed for record in the office of the County Recorder of the County of Contra Costa on May 25, 2004, in Book 75 of Maps of Assessment and Community Facilities Districts at page 33; and

WHEREAS, in accordance with the Resolution of Intention, the City Engineer, as Engineer of Work, filed with the City Clerk of the City on May 11, 2004, a report containing the matters required by Section 10204 of the Streets and Highways Code, which report was duly presented by the City Clerk to the City Council for consideration; and

WHEREAS, City Council, by Resolution No. 2004-102, heretofore duly adopted on May 11, 2004, preliminarily approved the report, and fixed 7:00 o'clock P.M. on Tuesday, July 13, 2004, at the regular meeting place of the City Council at the City Council Chambers of the City of Brentwood, 734 Third Street, Brentwood, California 94513, as the time and place for a public hearing of protests to the acquisition and construction of the Improvements, to the extent of said assessment district and to the levy of said assessment; and

WHEREAS, the City Council provided for the giving of notice of said public hearing of protests to said acquisition and construction of the Improvements and of the property owner ballot procedure required by Article XIIID of the California Constitution (together with the property owner ballots); and

WHEREAS, the City Clerk has filed with the City Council a certificate setting forth the time and manner of the compliance with the requirements of law for mailing notices of the adoption of the Resolution of Intention and of the filing of the report and the preliminary approval thereof and of the time and place for said public hearing thereon and notice of the property owner ballot procedure required by Article XIIID of the California Constitution (together with the property owner ballots); and the City Council hereby finds that notice of the adoption of the Resolution of Intention and of the filing of the report and the preliminary approval thereof and of the time and place for said public hearing thereon and notice of the property owner ballot procedure required by Article XIIID of the California Constitution (together with the property owner ballots) has been mailed in the time, form and manner required by law; and

WHEREAS, said public hearing of protests was duly convened by the City Council at said time and place set for said public hearing of protests on July 13, 2004, and the City Council thereupon proceeded with said public hearing of protests, and duly heard all interested parties desiring to be heard at said public hearing of protests; and

WHEREAS, in accordance with said Resolution No. 2004-102 and Article XIIID of the California Constitution, property owner ballots were provided to all of the property owners in said assessment district, and at the end of the public hearing, the City Council found and determined that property owner ballots cast against the levy of said assessment did not exceed the property owner ballots cast in favor of the levy of said assessment; and

WHEREAS, prior to the public hearing on July 13, 2004, the Engineer of Work had found it necessary to modify the preliminary Engineer's Report, which modifications include, but not limited to certain changes to the prepayment fees and revisions to the spread of the assessments to conform to the latest subdivisions of the parcels, and which modifications are incorporated in the Final Engineer’s Report, a copy of which is on file with the City Clerk; and

WHEREAS, there has been filed with the City Clerk a Waiver and Consent executed by each owner of the parcels upon which an assessment has been levied, waiving its entitlement to pay the assessment in cash within the 30-day cash payment period, and consenting to the modifications and changes made to the Engineer’s Report between the preliminary approval thereof on May 11, 2004 and the final approval thereof on July 13, 2004, without further notice and hearing.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brentwood, as follows:
Section 1. The foregoing recitals are true and correct and the City Council so finds and determines.
Section 2. The City Council finds that any and all protests against the proposed acquisition and/or construction of public improvements (specifically all written protests not withdrawn in writing before the conclusion of the protest hearing) are made by the owners of less than one half of the area of the land to be assessed. The City Council hereby overrules each of these protests, written and oral.
Section 3. This City Council intends to comply with the requirements of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 by proceeding under Part 7.5 of said Act. As directed by the City Council, the Engineer of Work has included in the written engineer's report all of the information required by Section 2961 of the California Streets and Highways Code.
Section 4. The City Council hereby finds that the Engineer of Work, in the Final Engineer’s Report has fairly and properly apportioned the cost of the acquisition and/or construction of the Improvements to each parcel of land in the assessment district in proportion to the estimated benefits to be received by each parcel, respectively, from the Improvements. The City Council hereby confirms and levies each individual assessment as stated in the Final Engineer’s Report.
Section 5. This City Council intends, pursuant to subparagraph (f) of Section 10204 of the California Streets and Highways Code, to provide for an annual assessment upon each of the parcels of land in the proposed assessment district to pay various costs and expenses incurred from time to time by the City and not otherwise reimbursed to the City which result from the administration and collection of assessment installments or from the administration or registration of the improvement bonds and the various funds and accounts pertaining thereto.

Section 6. Subject to the provisions of Section 9 hereof, the City Council hereby approves the Final Engineer’s Report and each component part of it, including each exhibit incorporated by reference in the report.
Section 7. The City Council hereby orders the acquisition and/or construction of the Improvements as detailed in the Final Engineer’s Report.
Section 8. Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent (12%) per annum, will be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10, Streets and Highways Code), and the last installment of the bonds shall mature not to exceed twenty nine (29) years from the second day of September next succeeding twelve (12) months from their date.
Section 9. The City Council hereby finds and determines that authorized representative of the owner of each of the parcels assessed in these proceedings has executed and filed with the City Clerk a form of Consent and Waiver by which the entitlement otherwise given to each such owner to pay all or any part of the subject assessment or assessments in cash within the 30-day cash payment period has been waived, and by which the property owner consents to the changes to the Engineer’s Report between the preliminary approval thereof on May 11, 2004 and the final approval thereof on July 13, 2004, without further notice and hearing. Accordingly, this City Council hereby authorizes and directs the City Treasurer to proceed forthwith, without the necessity of the 30 day cash payment period otherwise required, to provide for the issuance, sale and delivery of limited obligation improvement bonds in a principal amount equal to the assessments levied. The Paid and Unpaid List is hereby approved by the City Council and the City Treasurer is authorized to sign the Paid and Unpaid List. The City Treasurer shall prepare the auditor’s record pursuant to the Streets and Highways Code and shall transmit said auditors record to the County of Contra Costa. The assessment installments for the bonds issued for the District shall be apportioned to all property in the District.
Section 10. The City Clerk is hereby directed to record the Final Engineer's Report in the office of the City Engineer. The City Clerk is hereby further directed to record the assessment diagram contained in the Final Engineer's Report and a notice of assessment in the office of the County Recorder of the County of Contra Costa, and to publish a notice of assessment in a newspaper of general circulation in the City of Brentwood, all in the time, form and manner as required by law.
Section 11. This Resolution shall take effect immediately upon its passage.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting on the 13th day of July, 2004 by the following vote:

EXHIBIT A

ASSESSMENT DISTRICT NO. 2004-1
CITY OF BRENTWOOD, CONTRA COSTA COUNTY, CALIFORNIA

DESCRIPTION OF IMPROVEMENTS

The City Council intends to order the acquisition of the following improvements under the authority of the Municipal Improvement Act of 1913:

1. Pedestrian Undercrossing
This item represents Ponderosa Crossroads II Subdivision 8529 financial contribution to the Sand Creek Road Pedestrian Undercrossing.

2. Subtotal:
Item 1.

3. Prepayment of Roadway Facilities Fee:
Prepayment of roadway facilities fees to fund Capital Improvements to the City’s Roadway System.
a) $555,190 for Centex Homes’ “Montellena II” Tract 8663
b) $218,480 for Ponderosa Homes’ “Crossroads II” Tract 8529
c) $1,488,570 for Signature Properties’ “Cedarwood” Tracts 8534 & 8825.
d) $1,885,535 for Pulte Homes’ Large Lot portion of “Rose Garden” Tracts 8561 & 8675.
e) $2,086,889 for Pulte Homes’ Small Lot portion of “Rose Garden” Tracts 8561 & 8675.
f) $521,595 for Blumen/Martinez/Franklin’s “Blumen Ranch” Tract 8674.
g) $849,219 for Private Island Homes’ “Magnolia Ranch” Tract 8724.

4. Prepayment of Water Facilities Fees:
Prepayment of water facilities fees to fund Capital Improvements to the City’s Water Distribution System.
a) $106,200 for Centex Homes’ “Montellena II” Tract 8663
b) $228,279 for Ponderosa Homes’ “Crossroads II” Tract 8529
c) $619,500 for Signature Properties’ “Cedarwood” Tracts 8534 & 8825.
d) $163,446 for Signature Properties’ “Garin Corners” Tract 8627.
e) $328,500 for Pulte Homes’ Large Lot portion of “Rose Garden” Tracts 8561 & 8675.
f) $426,000 for Pulte Homes’ Small Lot portion of “Rose Garden” Tracts 8561 & 8675.
g) $385,364 for DR Horton/Western Pacific Series’ Tract 8551.

5. Prepayment of Parks and Trail Fee:
Prepayment of park and trails fees to fund Capital Improvements to the City’s Parks and Trails System.
a) $439,920 for Blumen/Martinez/Franklin’s “Blumen Ranch” Tract 8674.
b) $211,636 for DR Horton/Western Pacific Series’ Tract 8551.

6. Prepayment of Wastewater Facilities Fees:
Prepayment of wastewater facilities fees to fund Capital Improvements to the City’s Wastewater Treatment System.
a) $764,365 for Pulte Homes’ Large Lot portion of “Rose Garden” Tracts 8561 & 8675.
b) $991,231 for Pulte Homes’ Small Lot portion of “Rose Garden” Tracts 8561 & 8675.
c) $628,245 for Blumen/Martinez/Franklin’s “Blumen Ranch” Tract 8674.
d) $293,181 FOR Private Island Homes’: Magnolia Ranch” Tract 8724.
e) $177,000 for DR Horton/Western Pacific Series’ Tract 8551.

7. Prepayment of State Route 4 Bypass Fee:
Prepayment of East Contra Costa Regional Fee & Financing Authority Fee and East Contra Costa Transportation Improvement Authority Fee, these fees are referred as “State Route 4 Bypass Fee” throughout this Engineer’s Report, to fund the State Route 4 Bypass project.
a) $236,000 for Centex Homes’ “Montellena II” Tract 8663
b) $184,800 for Ponderosa Homes’ “Crossroads II” Tract 8529
c) $584,100 for Signature Properties’ “Cedarwood” Tracts 8534 & 8825
d) $211,200 for Signature Properties’ “Garin Corners” Tract 8627.
e) $722,700 for Pulte Homes’ Large Lot portion of “Rose Garden” Tracts 8561 & 8675.
f) $937,200 for Pulte Homes’ Small Lot portion of “Rose Garden” Tracts 8561 & 8675.
g) $1,452,240 for Blumen/Martinez/Franklin’s “Blumen Ranch” Tract 8674.
h) $277,200 for Private Island Homes’ “Magnolia Ranch” Tract 8724.
i) $240,000 for DR Horton/Western Pacific Series’ Tract 8551.

8. Redemption of 94-1 Bonds:
a) $301,353 for Signature Properties’ “Garin Corners” Tract 8627.

9. Subtotal:
Items 3 through 8.

10. Total Cost:
Items 2 and 9.

Possible Additional Items of Work include:
-Sand Creek Road

RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD DETERMINING SIGNIFICANT PUBLIC BENEFITS TO THE CITY OF BRENTWOOD FROM THE SALE OF LOCAL OBLIGATIONS TO THE BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY; APPROVING THE FORM AND SUBSTANCE OF A TRUST AGREEMENT AND AUTHORIZING CHANGES THERETO AND EXECUTION THEREOF; PROVIDING FOR THE ISSUANCE OF THE CITY OF BRENTWOOD LIMITED OBLIGATION IMPROVEMENT BONDS, ASSESSMENT DISTRICT NO. 2004 1; APPROVING THE SALE OF SAID BONDS (WHICH ESTABLISHES THE MATURITIES OF AND INTEREST RATES ON SAID BONDS); APPROVING THE FORMS AND SUBSTANCE OF A LOCAL OBLIGATIONS PURCHASE CONTRACT; A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT DERIVED THEREFROM; A CONTINUING DISCLOSURE AGREEMENT; A FUNDING, ACQUISITION AND DISCLOSURE AGREEMENT; AND AUTHORIZING RELATED ACTIONS AND THE EXECUTION OF RELATED DOCUMENTS TO IMPLEMENT THE PROPOSED FINANCING PLAN

WHEREAS, the City Council (the “Council”) of the City of Brentwood (the “City”), on May 11, 2004, adopted its Resolution of Intention No. 2004-101, (the “Resolution of Intention”), relating to the acquisition and/or construction of certain proposed public improvements in an assessment district in the City of Brentwood designated “Assessment District No. 2004-1” (the “District”), as described therein, pursuant to the provisions of the Municipal Improvement Act of 1913, which said Resolution of Intention provided that serial and/or term bonds to represent unpaid assessments and to bear interest at a maximum rate not to exceed 12% would be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10, commencing with Section 8500, of the Streets and Highways Code of the State of California) (the “1915 Act”), and that said bonds would mature not to exceed twenty-nine (29) years from the second day of September next succeeding twelve (12) months from their date, reference being hereby made to the Resolution of Intention for further particulars; and

WHEREAS, an assessment and diagram were thereafter duly made and filed with this City Council, and after a hearing duly noticed and held, said assessment was confirmed, levied and approved by Resolution adopted by this City Council on July 13, 2004; and

WHEREAS, said assessment and diagram were authorized to be duly recorded in the office of the Superintendent of Streets (being the City Engineer) of the City of Brentwood, and said diagram shall be recorded in the office of the County Recorder of the County of Contra Costa, all in the time, form and manner required by law; and

WHEREAS, said assessment was in the total amount of $22,004,000 and was apportioned upon the several subdivisions of land in the District in proportion to the estimated benefits to be received by such subdivisions, respectively, from said work, acquisitions and improvements as shown in said assessment; and a notice of assessment was authorized to be duly recorded in the office of the County Recorder of the County of Contra Costa, all in time, form and manner required by law; and

WHEREAS, notice of the levy of said assessment, and notice otherwise as required by law, has been authorized to be duly given by publication in the time, form and manner required by law, and the owners of all of the property proposed to be assessed in said assessment district have waived their rights to pay their assessment in cash and to receive notice of assessment by mail; and

WHEREAS, the Treasurer of the City (the “Treasurer”) certified and filed with this City Council a complete list of all paid assessments in the aggregate amount of $0.00; and
WHEREAS, the Treasurer has determined that the total of unpaid assessments is $22,004,000 and this City Council has determined that the aggregate amount of unpaid assessments is $22,004,000; and

WHEREAS, the City has determined to issue its City of Brentwood Limited Obligation Improvement Bonds, Assessment District No. 2004-1 (the “Local Obligations”) as provided herein, limited to an aggregate principal amount of $22,004,000 which represents the amount of the total unpaid assessments; and

WHEREAS, in connection with the funding for the acquisition and/or construction of public improvements under the Capital Improvement Financing Plan (the “CIFP 2004-1”), the Brentwood Infrastructure Financing Authority (the “Authority”), acting through its Board Members (the “Authority Board”), authorized and issued its CIFP 2004-1 Infrastructure Revenue Bonds, Series 2004 (the “Revenue Bonds”), pursuant to the Trust Agreement (the “Trust Agreement”) dated as of August 1, 2004, by and among the Authority, the City of Brentwood (the “City”) and U.S. Bank National Association (the “Trustee”), for the purpose of purchasing from the City its City of Brentwood Limited Obligation Improvement Bonds, Assessment District No. 2004-1 (the “Local Obligations”). The net proceeds of sale of the Local Obligations shall be utilized by the City to pay for certain acquisition and/or construction of public improvements in and for Assessment District No. 2004-1 under the CIFP 2004-1 (the “Assessment District”), including prepayment of certain unpaid assessments in the City’s Assessment District No. 93 2; and

WHEREAS, the Authority has authorized the issuance of and sale to RBC Dain Rauscher Inc., as underwriter (the “Underwriter”), of its Revenue Bonds, with the net proceeds of sale thereof (after funding a reserve fund and payment of costs of issuance) to be utilized to purchase from the City the Local Obligations; and

WHEREAS, pursuant to Section 6586.5 of the Government Code, a notice of public hearing was duly published by the City as required by law in the Brentwood Press, a newspaper of general circulation in the City of Brentwood, to consider the proposed financing of the acquisition and/or construction of certain public improvements within the City by the issuance by the Authority of its Revenue Bonds, and whether there are any significant benefits to the City from such proposed financing, including the more efficient delivery of local services and demonstrable savings to the City such as savings in effective interest rate, bond preparation, bond underwriting or bond issuance costs (in accordance with Section 6586 of the California Government Code). A proof of publication of the notice of public hearing is on file in the office of the City Clerk; and

WHEREAS, such public hearing was duly convened by the City Council on July 13, 2004 at the time and place as set forth in the notice of public hearing, and at such public hearing the City Council heard all interested persons desiring to be heard; and
WHEREAS, evidence of the public benefits to the City from the proposed financing was presented by the Underwriter; and

WHEREAS, the City Council has considered the presentation given by the Underwriter and is fully advised in the premises; and

WHEREAS, the City has determined pursuant to Section 6588(v) of the Government Code to sell the Local Obligations to the Brentwood Infrastructure Financing Authority (the “Authority”) pursuant to a Local Obligations Purchase Contract (the “Local Obligations Purchase Contract”) by and between the City and the Authority, and hereby finds and determines that such sale will result in significant public benefits including demonstrable savings in effective interest rate, bond preparation, bond underwriting discount, original issue discount or bond issuance costs and more efficient delivery of local agency services to residential and commercial development; and
WHEREAS, in furtherance of implementing the proposed CIFP 2004-1, there has been filed with the City Clerk for consideration and approval by this City Council the form of a Trust Agreement by and among the Authority, the City and the Trustee, dated as of August 1, 2004, under the terms of which (1) the Revenue Bonds are to be issued and the assessment revenues (received by the Authority as holder of the Local Obligations) are to be administered to pay the principal of and interest on the Revenue Bonds and (2) the City will covenant for the benefit of Owners of the Revenue Bonds to provide certain credit information on an annual basis; and

WHEREAS, the City, and the Trustee desire to enter into a Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”), dated as of the date of issuance of the Local Obligations in the form and substance as presented to this meeting, for the purpose of making undertakings to provide certain annual financial information and notice of material events as required by Securities Exchange Commission Rule 15c2-12; and

WHEREAS, the City desires to enter into a Funding, Acquisition and Disclosure Agreement with Ponderosa Homes II, Inc., dated as of July 13, 2004 (the “Funding, Acquisition and Disclosure Agreement”), in the form and substance as presented to this meeting; and
WHEREAS, being fully advised in the matter of the proposed CIFP 2004-1 plan, this City Council wishes to approve the financing as described above;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brentwood, as follows:
Section 1. The foregoing recitals are true and correct, and this City Council so finds and determines.
Section 2. This City Council has reviewed all proceedings heretofore taken relative to the foregoing and has found, as a result of such review, and does hereby find and determine that all acts, conditions and things required by law to exist, to happen and to be performed precedent to and in the issuance of the Local Obligations as hereinafter authorized and provided do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now authorized pursuant to each and every requirement of law to issue the Local Obligations in the manner and form as provided in this Resolution.
Section 3. The City Council hereby determines that (1) the public improvements to be acquired and/or constructed under the CIFP 2004-1 are located within the geographic boundaries of the City; and (2) the City Council hereby approves the financing of the acquisition of the public improvements and determines that there are significant public benefits to the City from the proposed financing in that there will be demonstrable savings to the City from the issuance and sale by the Authority of the Revenue Bonds, including savings in bond preparation, bond underwriting and bond issuance costs (in accordance with Section 6586 of the California Government Code).
Section 4. The Local Obligations shall be issued as provided herein upon the security of the aggregate amount of unpaid assessments (together with the interest thereon) and shall represent and shall be secured by said assessments in accordance with the provisions of said 1915 Act and pursuant to the provisions of the Resolution of Intention and proceedings taken thereunder. The Local Obligations shall be limited to the aggregate principal amount of $22,004,000 as hereinafter set forth and shall be known as the “City of Brentwood Limited Obligation Improvement Bonds, Assessment District No. 2004-1.”
The Local Obligations shall be issued as fully registered bonds, shall be of the denomination of $1.00 or any integral multiple of $1.00 (except possibly for Bond No. 1 which may be an odd amount if the aggregate principal amount is not evenly divided by $1.00), as determined by the registered owners thereof (not exceeding the principal amount of Local Obligations maturing at any one time) (“Authorized Denominations”). The dated date of the Local Obligations shall be determined by the City Manager or the Director of Finance, or designee thereof, pursuant to Section 15 and shall mature and bear interest as hereinafter provided in Section 15.
The Local Obligations shall bear interest from the interest payment date next preceding the date of authentication and registration thereof, unless such date of authentication and registration is on a day during the period from the sixteenth (16th) day of the month next preceding an interest payment date to such interest payment date, both inclusive, in which event they shall bear interest from such interest payment date, or unless such date of authentication and registration is on a day on or before the fifteenth (15th) day of the month next preceding the first interest payment date, in which event they shall bear interest from the date of initial issuance thereof. Interest shall be payable on the date specified in Exhibit A of the Local Obligations Purchase Contract, and thereafter semiannually on March 2 and September 2 of each year until and at the respective maturity dates of the Local Obligations.
The interest on and principal of and redemption premiums, if any, on the Local Obligations shall be payable in lawful money of the United States of America at the office of the Treasurer of the City in Brentwood, California. Payment of the interest on the Local Obligations due on or before the maturity or prior redemption thereof shall be made by check mailed to the registered owners of the Local Obligations at their addresses as they appear on the registration books maintained by the Treasurer at the close of business as of the fifteenth (15th) day of the month prior to each such interest payment date, and payment of the principal of and redemption premiums, if any, on the Local Obligations shall be made only upon surrender thereof by the registered owners thereof on their maturity dates or on redemption prior to maturity to the Treasurer.
Any Local Obligation may be redeemed in whole or in part in integral multiples of the minimum authorized denomination of the Local Obligations on the second day of March or September in any year, at the option of the City, upon payment of the principal amount thereof and interest accrued thereon to the date of redemption, together with a premium equal to three percent (3%) of such principal amount redeemed; provided, that the City shall proceed pursuant to Part 11.1 of the 1915 Act in determining those Local Obligations or portions thereof to be redeemed and the manner of the redemption thereof; and provided further, that notice of redemption of any Local Obligation shall be given by the City as provided in the 1915 Act.
Pursuant to Section 15, Exhibit A to the Local Obligations Purchase Contract may provide that one or more maturities of the Local Obligations shall be term bonds, and shall be subject to mandatory redemption on September 2 in the years, and in the amounts, as provided in Exhibit A to the Local Obligations Purchase Contract. In the event terms bonds are specified, such mandatory redemptions shall be made upon notice as provided in this section, shall be at a price equal to the principal amount of terms bonds to be redeemed, plus accrued interest to the redemption date, without premium and the redemption price shall be paid from the Redemption Fund. Any term bonds to be redeemed shall be selected by the Treasurer by lot in any manner the Treasurer deems fair. In the event any term bonds are redeemed in part pursuant to the optional redemption provisions hereof, the scheduled amount of mandatory redemptions of such term bonds set forth in Exhibit A to the Local Obligations Purchase Contract shall be reduced proportionately.
This City Council declares and determines that it does not obligate itself to advance, and will not advance, funds from the City treasury to cure any deficiency which may occur at any time in the Redemption Fund created in Section 10 of this Resolution.
Section 5.
(a) The Local Obligations shall initially be issued and registered in the name of the Trustee, as assignee of the Authority, and shall initially be issued as one Local Obligation for each maturity, as authorized in Section 4 of this Resolution.
(b) In the case of any transfer of ownership of the Local Obligations to any other person, and upon receipt of such outstanding Local Obligations by the Treasurer together with a written request of the Trustee and the Authority to the Treasurer, new Local Obligations shall be executed and delivered in such denominations and numbered in such manner as determined by the Treasurer and registered in the names of such persons as are requested in such written request of the Authority, subject to the limitations of Section 4 of this Resolution; and thereafter, such Local Obligations shall be transferred pursuant to Section 8 of this Resolution; provided, that the Treasurer shall not be required to deliver such new Local Obligations on a date prior to sixty (60) days after receipt of such written request.
(c) The City and the Treasurer shall be entitled to treat the person in whose name any such Local Obligation is registered as the owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by the Treasurer or the City; and the City and the Treasurer shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any persons other than the registered owners of such Local Obligations; and neither the City nor the Treasurer shall have any responsibility or obligation, legal or otherwise, to any other party, except the registered owner of any such Local Obligations.
(d) So long as such outstanding Local Obligations are registered in the name of the Trustee, the City and the Treasurer shall cooperate with the Trustee, as sole registered owner, in effecting payment of the interest on and principal of and redemption premiums, if any, on such Local Obligations by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due in accordance with the Trust Agreement.
Section 6. The Local Obligations shall be in substantially the form, the blanks to be filled in with appropriate words or figures, as shown in Exhibit A, attached hereto and incorporated herein.
Section 7. The Treasurer of the City and the City Clerk, or the deputy thereof, are hereby authorized and directed, respectively, as such officers, to execute each of the Local Obligations on behalf of the City, manually or by use of their engraved, printed or lithographed facsimile signatures, and the City Clerk or the deputy thereof, is hereby authorized and directed to affix the official seal of the City thereto which seal may be manually impressed or engraved, printed, lithographed or otherwise placed by facsimile thereon. Such signing and sealing as herein provided shall be a sufficient and binding execution of the Local Obligations by the City. In case either of such officers whose signature appears on the Local Obligations shall cease to be such officer before the delivery of the Local Obligations to the purchaser, such signature shall nevertheless be valid and sufficient for all purposes the same as though such officer had remained in office until the delivery of the Local Obligations. Only such of the Local Obligations as shall bear thereon a certificate of registration and authentication in the form set forth in Exhibit A, executed and dated by the Treasurer, shall be entitled to any benefits hereunder or be valid or obligatory for any purpose, and such certificate shall be conclusive evidence that the Local Obligations so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefits hereof.
Section 8. The Treasurer shall pay interest on the Local Obligations due on or before the maturity or prior redemption thereof to the registered owners thereof as their names appear at the close of business as of the fifteenth (15th) day of the month next preceding each interest payment date on the registration books required to be kept by the Treasurer pursuant to this section as the registered owners thereof, such interest to be paid by check mailed to such registered owners at their addresses appearing on such books or at such other addresses as they may have filed in writing with the Treasurer for that purpose, or by wire transfer so long as the Local Obligations are registered in the name of the Trustee, and to pay to such registered owners the principal of and redemption premiums, if any, on the Local Obligations upon presentation and surrender of the Local Obligations to the Treasurer at maturity or on redemption prior to maturity.
The Treasurer will keep at his or her office in Brentwood, California, sufficient books for the registration, transfer and exchange of the Local Obligations, and upon presentation for such purpose the Treasurer shall, under such reasonable regulations as he or she may prescribe, register or transfer or exchange Local Obligations on such books as hereinafter provided.
Any Local Obligation may be transferred or exchanged on such books by the registered owner thereof, in person or by such registered owner’s duly authorized attorney, upon payment by the person requesting such transfer or exchange of any tax or other governmental charge required to be paid with respect to such transfer or exchange and upon surrender of such Local Obligation for cancellation accompanied by delivery of a duly executed written instrument of transfer or exchange in a form approved by the Treasurer. Whenever any Local Obligations shall be surrendered for transfer or exchange, the Treasurer and the City Clerk, or the deputy thereof, shall execute and the Treasurer shall authenticate and deliver a new Local Obligations of authorized denominations and of the same maturity date aggregating the principal amount of the surrendered Local Obligations. The City and the Treasurer may deem and treat the registered owner of any Local Obligation as the absolute owner of such Local Obligation for the purpose of receiving payment thereof and for all other purposes, whether such Local Obligation shall be overdue or not, and neither the City nor the Treasurer shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of and redemption premium, if any, on such Local Obligation shall be made only to such registered owner as above provided, which payment shall be valid and effectual to satisfy and discharge liability on such Local Obligation to the extent of the sum or sums so paid.
Section 9. The unpaid assessments in the aggregate amount of $22,004,000, as hereinabove referred to and as determined by the Treasurer and the City Council, together with interest thereon computed at the rate specified in the Local Obligations (which interest shall begin to run with respect to an amount of such unpaid assessments equal to the amount of the Local Obligations from the date of the Local Obligations), shall, in accordance with and consistent with the Improvement Bond Act of 1915, remain and constitute a trust fund for the redemption and payment of the principal of the Local Obligations and for the interest due thereon, and said assessments and each installment thereof and the interest and penalties thereon shall constitute a lien against the lots and parcels of land on which they are made until paid. The Treasurer of the City shall annually make a record in his or her office showing the several installments of principal and interest on said assessments which are to be collected in each year during the term of the Local Obligations and shall transmit such record to the Auditor-Controller of Contra Costa County; and an annual installment of said unpaid assessments shall be payable and shall be collected in each year corresponding in amount to the amount of the Local Obligations unpaid and to accrue that year, which amount shall be sufficient to pay the Local Obligations as the same become due, and an annual installment of interest on said unpaid assessments shall be payable and shall be collected in each year corresponding in amount to the amount of interest which will accrue on the Local Obligations outstanding for such year, which amount shall be sufficient to pay the interest thereon that shall become due in the next succeeding March and September. The annual portion of said unpaid assessments coming due in any year, together with the annual interest on such assessments, shall be payable in the same manner and at the same time and in the same number of installments as the general taxes on real property in Contra Costa County are payable, and said unpaid assessment installments and said annual interest on said unpaid assessments shall be payable and become delinquent on the same dates and bear the same proportionate penalties and interest after delinquency as do general taxes on real property in Contra Costa County.
This City Council hereby covenants with the owners of the Local Obligations that, in the event any assessment or installment thereof, including any interest thereon, is not paid when due, it will order and cause to be commenced no later than one hundred fifty (150) days following the date of any delinquency in any assessment or installment thereof securing the Local Obligations, and thereafter diligently prosecute, judicial foreclosure proceedings upon such delinquency and interest thereon, which foreclosure proceedings shall be commenced and prosecuted without regard to available surplus funds of the City; provided, that the City shall not be required to commence or prosecute any such foreclosure action so long as (i) the City, in its sole discretion, advances funds to the Redemption Fund sufficient in both time and amount to pay when due scheduled principal of and interest on the Local Obligations and (ii) the amounts on deposit in the Reserve Fund held under the Trust Agreement (the “Reserve Fund”) are equal to the Reserve Requirement (as defined in the Trust Agreement). Pursuant to Section 8831 of the Streets and Highways Code, the City shall be entitled to reasonable attorney’s fees from the proceeds of any foreclosure sale.
Section 10. There is hereby created and established a fund to be known as the “City of Brentwood, Assessment District No. 2004-1 Redemption Fund,” (referred to herein as the “Redemption Fund”) which fund shall be kept by the Treasurer and shall constitute a trust fund for the benefit of the registered owners of the Local Obligations. All sums received by the Treasurer which are received from the collection of unpaid assessments (except for those amounts allocable to administrative expenses), and of the interest and penalties thereon, shall upon receipt be deposited in said fund. All sums to become due for the principal of and the interest on the Local Obligations shall be withdrawn by the Treasurer from said fund for use for the payment of the principal of and the interest on the Local Obligations, and the Local Obligations and the interest thereon shall not be paid out of any other funds.
There is hereby created and established within the Redemption Fund a Prepayment Account. A property owner may prepay the assessment and remove the lien of the same from his or her property by paying to the City the sum of the following amounts: (a) the amount of any delinquent installments of principal and interest, together with penalties accrued to the date of prepayment; (b) the unpaid, non-delinquent principal of the assessment, including principal posted to the tax roll for the current fiscal year but not yet paid; (c) an allowance for redemption premium, calculated by multiplying the amount of the unmatured principal (exclusive of principal due during the fiscal year of prepayment) by the redemption premium, being three percent (3%), of the principal amount so prepaid; (d) a reasonable fee, to be fixed by the City, for the cost of administering the prepayment and the advance redemption of Local Obligations; (e) interest accrued to the next interest prepayment date which is not less than 90 days after the date of prepayment; and (f) less a credit for the Reserve Fund calculated to be an amount equal to the ratio of the total amount initially deposited to the Reserve Fund to meet the Reserve Requirement with respect to the Local Obligations to the total amount originally assessed in the proceedings for the issuance of the Local Obligations, as specified in an Officer’s Certificate to be delivered to the Trustee upon such prepayment pursuant to the Trust Agreement. Upon receiving any prepayment of an assessment, the City shall disburse the amount thereof as follows: (a) the administrative fee shall be deposited in the general fund of the City; (b) delinquent principal, interest and penalties shall be deposited in the Redemption Fund unless the Reserve Fund has been depleted on account of the delinquencies, in which case the delinquent amounts and penalties shall be transferred to the Trustee to be deposited instead in the Reserve Fund held under the Trust Agreement; (c) the installment of principal due in the fiscal year of prepayment shall be deposited in the Redemption Fund; (d) interest accrued to the next Interest Payment Date shall be deposited in the Redemption Fund; and (e) the balance of such prepayment shall be deposited in the Prepayment Account to be used to advance the maturity of Local Obligations to the next redemption date as provided in Part 11.1 of the Improvement Bond Act of 1915.
All moneys in said fund shall be invested in any lawful investments of City funds (in accordance with the City’s investment policy) (“Permitted Investments”) maturing not later than the date on which such moneys are required for disbursement as herein provided, and all interest earned on such investments shall be credited to said fund. All surplus remaining in said fund after payment of all Local Obligations and the interest thereon shall be applied as directed by the City.
Section 11.
(a) There is hereby created and established a fund to be known as the “City of Brentwood, Assessment District No. 2004-1 Improvement Fund,” (referred to herein as the “Improvement Fund”) which shall be kept by the Trustee which is hereby appointed as fiscal agent (the “Fiscal Agent”) for purposes of this section. The City shall deposit the proceeds of the sale of the Local Obligations (together with the paid assessments, if any) in the Improvement Fund held by the Fiscal Agent as set forth in Exhibit A of the Local Obligations Purchase Contract. All moneys in said fund shall be invested by the Fiscal Agent in Permitted Investments maturing not later than the date on which such moneys are required for disbursement as herein provided. All interest earned on such investments in the Improvement Fund (and in the Acquisition Account within the Improvement Fund specified below) shall be credited to said fund and account, respectively.
From the amount deposited in the Improvement Fund, the Fiscal Agent shall transfer the amount specified in the Local Obligations Purchase Contract provided for in Section 15 to the Acquisition Account.
The moneys in the Improvement Fund and the Acquisition Account shall be applied, pursuant to the Funding, Acquisition and Disclosure Agreement provided exclusively for the purpose of paying the cost of constructing and/or acquiring the improvements for which Assessment District No. 2004-1 has been formed, including payment of the incidental expenses in connection with such improvements; provided, that after completion of said improvements and the payment of all claims from the Improvement Fund and the Acquisition Account therein, notice of which shall be given to the Fiscal Agent by the Treasurer, any surplus moneys remaining in the Improvement Fund and the Acquisition Account therein (as determined by the City Council), or such portion thereof as is allowed by law, shall be used as follows (i) transferred to the Redemption Fund to be the used as a credit on the assessment or (ii) transferred to the Redemption Fund to be used to redeem Local Obligations on the next redemption date, in either case in accordance with the provisions of Section 10427.1 of the Streets and Highways Code. Amounts in the Improvement Fund or the Acquisition Account therein shall be disbursed by the Fiscal Agent as specified by the Treasurer only upon receipt by the Fiscal Agent of a written certificate from the Treasurer stating that (1) the conditions to the release of such funds have been satisfied, (2) the name of the person to whom payment is due, (3) the amount to be paid and the fund or account from which it is to be paid, (4) the purpose for which the obligation to be paid was incurred, (5) there has not been filed with or served upon the City notice of any lien, right to lien or attachment upon, stop notice or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such certificate or written requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen or mechanics liens accruing by mere operation of law.
(b) The City shall from time to time, subject to any agreement between the City and the Fiscal Agent then in force, pay to the Fiscal Agent compensation for its services, reimburse the Fiscal Agent for all its advances and expenditures, including, but not limited to, advances to and fees and expenses of independent accountants, counsel and engineers or other experts employed by it in the exercise and performance of its powers and duties hereunder.
The City may in the exercise of its sole discretion, upon thirty (30) days prior written notice to the Fiscal Agent, remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto which successor may include the Treasurer of the City.
The Fiscal Agent may at any time resign by giving written notice to the City. Upon receiving such notice of resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing provided; however, that in the event that the City does not appoint a successor Fiscal Agent within thirty (30) days following receipt of such notice of resignation, the resigning Fiscal Agent may petition an appropriate court having jurisdiction to appoint a successor Fiscal Agent. Any resignation or removal of the Fiscal Agent and appointment of a successor Fiscal Agent shall become effective only upon the acceptance of appointment by the successor Fiscal Agent.
Section 12. Reserved.
Section 13. The City Clerk, or the deputy thereof, is directed to cause the Local Obligations to be prepared in typewritten form on safety paper and to cause the blank spaces thereof to be filled in to comply with the provisions hereof, and to procure their execution by the proper officers, and thereafter to deliver them, when so executed, to the Treasurer, who shall authenticate them and deliver them to the purchaser thereof on receipt by the City of the purchase price thereof. The Treasurer and the City Clerk, or the deputy thereof, are further authorized and directed to make, execute and deliver to the purchaser of the Local Obligations a signature certificate in the form customarily required by purchasers of municipal bonds, certifying to the genuineness and due execution of the Local Obligations, and the City Attorney is authorized and directed to make, execute and deliver to the purchaser of the Local Obligations a no-litigation certificate in the form customarily required by purchasers of municipal bonds, certifying to all facts within his or her knowledge relative to any litigation which may or might affect the City or said officers or the Local Obligations, and the Treasurer is further authorized and directed to make, execute and deliver to the purchaser of the Local Obligations a receipt in the form customarily required by purchasers of municipal bonds, evidencing the payment of the purchase price of the Local Obligations, which receipt shall be conclusive evidence that said purchase price has been paid and has been received by the City. Any purchaser or subsequent taker or holder of the Local Obligations is hereby authorized to rely upon and shall be justified in relying upon such signature certificate, such no-litigation certificate and such receipt with respect to the Local Obligations executed, sold and delivered pursuant to the authority of this Resolution. Additionally, the officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and contracts which they may deem necessary or advisable in order to consummate the sale, execution and delivery of the Local Obligations and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Local Obligations, and the Local Obligations Purchase Contract; and any such actions heretofore taken by such officers in connection therewith are hereby ratified, confirmed and approved.

Section 14. The form and substance of the Trust Agreement is hereby approved. The City Manager or the Director of Finance and Information Systems (the “Director of Finance”), or designee thereof, is hereby authorized to approve modifications and changes to the Trust Agreement in consultation with the City Attorney, such approval to be conclusively evidenced by execution thereof. The City Manager or the Director of Finance, or designee thereof, is hereby authorized to execute the Trust Agreement, as modified, and the City Clerk, or the deputy thereof, is hereby authorized to attest its execution.
Section 15. The form and substance of the Local Obligations Purchase Contract for the Local Obligations (the “Local Obligations Purchase Contract”) is hereby approved. The Local Obligations Purchase Contract makes reference to Exhibit A to be attached thereto to set forth and establish, among other things, the Dated Date, the maturity schedule and the interest rates for the Local Obligations. This City Council hereby authorizes the City Manager or the Director of Finance, or designee thereof, to approve Exhibit A after the date of this Resolution and upon the condition that (i) notwithstanding the foregoing, Exhibit A to the Local Obligations Purchase Contract shall not specify an interest rate on any Local Obligation in excess of twelve percent (12%) per annum; a true interest cost on all the Local Obligations in excess of twelve percent (12%) per annum; more than one rate of interest for the Local Obligations maturing in one year; more than one rate of interest on any one bond; nor a maturity date for any Local Obligation after September 2, 2034, and (ii) the Dated Date shall not be later than January 31, 2005. The Local Obligations Purchase Contract shall specify the distribution of proceeds from the sale of the Local Obligations, including amounts to be deposited in the Improvement Fund (and the Acquisition Account therein) and amounts to prepay certain assessments in Assessment District No. 93-2.
Following attachment of the approved Exhibit A, and subject to such modification and revisions to the body thereof not inconsistent with the essential terms thereof, which modifications shall be approved in the interest of the City by the City Manager or the Director of Finance, or designee thereof, in consultation with the City Attorney, and concurrently with execution thereof by the Treasurer/Controller or any other authorized representative of the Authority, the City Manager or the Director of Finance, or designee thereof, is authorized to execute the Local Obligations Purchase Contract on behalf of the City.
Section 16. The form and substance of the Preliminary Official Statement describing the Authority’s CIFP 2004-1 Infrastructure Revenue Bonds, Series 2004 and the Local Obligations is hereby approved. The facts contained therein, as of this date, are true and correct in all material respects, and said Preliminary Official Statement neither contains any untrue statement of a material fact nor omits to state any material fact necessary to make any statement therein not misleading in light of the circumstances under which it was made.
This City Council hereby finds and determines that said Preliminary Official Statement is and shall be deemed “nearly final” for purposes of Rule 15c(2)-12 of the Securities and Exchange Commission, and the City Manager or the Director of Finance, or designee thereof, is hereby authorized to execute a certificate to such effect in the customary form upon request of the Underwriter and is hereby authorized to execute the final Official Statement.
The City Manager or the Director of Finance, or designee thereof, is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or additions shall be regarded by the City Manager or the Director of Finance, or designee thereof, as necessary to cause the information contained therein to conform to facts material to the Local Obligations or the Authority’s assessment revenue bonds or to the proceedings of this City Council or the Authority Board or that such corrections or additions are in form rather than in substance.

Section 17. The form and substance of the Continuing Disclosure Agreement is hereby approved. The City Manager or the Director of Finance, or designee thereof, is hereby authorized and directed to execute and deliver said Continuing Disclosure Agreement in substantially the form on file with the City Clerk, or the Deputy thereof, and presented to this meeting, with such changes as may be approved in the interest of the City by the City Manager or the Director of Finance, or designee thereof, in consultation with the City Attorney, such approval to be conclusively evidenced by such execution and delivery.
Section 18. The form and substance of the Funding, Acquisition and Disclosure Agreement are hereby approved. The City Manager or the Director of Finance, or designee thereof, is hereby authorized and directed to execute and deliver the Funding, Acquisition and Disclosure Agreement in substantially the form on file with the City Clerk, or the deputy thereof, and presented to this meeting, with such changes as may be approved in the interest of the City by the City Manager or the Director of Finance, or designee thereof, in consultation with the City Attorney, such approval to be conclusively evidenced by such execution and delivery.
Section 19. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, or to make any necessary modifications thereto, which are acceptable to the City Manager, Director of Finance, City Attorney and Bond Counsel and which they deem necessary or advisable in order to consummate the issuance, sale and delivery of the Local Obligations and to carry out the purposes of this Resolution.
Section 20. This Resolution shall take effect immediately upon its passage.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting on the 13th day of July, 2004 by the following vote:

EXHIBIT A

[FORM OF LOCAL OBLIGATIONS]

UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF CONTRA COSTA

REGISTERED REGISTERED
NUMBER R-_________ $__________

CITY OF BRENTWOOD
LIMITED OBLIGATION IMPROVEMENT BOND
ASSESSMENT DISTRICT NO. 2004-1

INTEREST RATE MATURITY DATE BOND DATE

__________% September 2, ______ _________, 2004

REGISTERED OWNER: U.S. BANK NATIONAL ASSOCIATION, as Trustee
PRINCIPAL AMOUNT: DOLLARS
Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the Streets and Highways Code (the “Act”), the City of Brentwood in the State of California (the “City”) will, out of the Redemption Fund hereinafter referred to, pay to the registered owner set forth above on the maturity date set forth above (subject to the right of prior redemption hereinafter reserved) the principal amount set forth above in lawful money of the United States of America, and in like manner will pay interest from the interest payment date next preceding the date on which this bond is authenticated and registered (unless this bond is authenticated and registered on a day during the period from the sixteenth (16th) day of the month next preceding an interest payment date to such interest payment date, both inclusive, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated and registered on a day on or before the fifteenth (15th) day of the month next preceding the first interest payment date, in which event it shall bear interest from __________, 2004) until payment of such principal sum shall have been discharged, at the interest rate per annum set forth above, payable semiannually on March 2 and September 2 in each year commencing on March 2, 2005; and the City Council has declared and determined that it does not obligate itself to advance, and will not advance, funds from the City treasury to cure any deficiency which may occur at any time in said Redemption Fund. Both the principal hereof and redemption premium hereon are payable at the office of the Treasurer of the City (the “Treasurer”) in Brentwood, California, and the interest hereon is payable by check mailed to the owner hereof at the owner’s address as it appears on the registration books of the Treasurer, or at such address as may have been filed in writing with the Treasurer for that purpose, at the close of business as of the fifteenth (15th) day of the month next preceding each interest payment date.
This bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by the City under the Act and the Resolution providing for its issuance (the “Resolution”) for the purpose of providing funds to pay for the improvements described in said proceedings, and is secured by the moneys in the Redemption Fund provided in the Resolution and by the unpaid portion of assessments levied for the payment hereof, and, including principal and interest, is payable exclusively out of said fund.
This bond will continue to bear interest after maturity at the rate above stated; provided, it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in said Redemption Fund with which to pay the same. If it is not presented at maturity, interest thereon will run until maturity.
This bond or any portion of it in the amount of one dollar ($1.00) or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least thirty (30) days’ notice by registered or certified mail to the registered owner hereof at the owner’s address as it appears on the registration books of the Treasurer by paying principal and accrued interest together with a redemption premium equal to three percent (3%) of the principal amount of bonds redeemed.
In addition, the term bonds maturing on September 2, ____ and on September 2, ____ are subject to mandatory redemption in advance of maturity, without premium, as set forth in the Local Obligations Purchase Contract dated __________, 2004.
This bond is transferable by the registered owner hereof, in person or by the owner’s attorney duly authorized in writing, at the office of the Treasurer, subject to the terms and conditions provided in the Resolution, including the payment of certain charges, if any, upon surrender and cancellation of this bond. Upon such transfer, a new registered bond or bonds, of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange therefore.
The bonds shall be registered only in the name of an individual (including joint owners and including the Brentwood Infrastructure Financing Authority), a corporation, a partnership or a trust.
Neither the City nor the Treasurer shall be required to make such exchange or registration of transfer of bonds during the period from the sixteenth (16th) day of the month next preceding an interest payment date to such payment date, both inclusive.
The City and the Treasurer may treat the registered owner hereof as the absolute owner for all purposes, and the City and the Treasurer shall not be affected by any notice to the contrary.
This bond shall not be entitled to any benefit under the Act or the Resolution providing for its issuance, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Treasurer.

IN WITNESS WHEREOF, the Council of the City of Brentwood has caused this bond to be signed in facsimile by the Treasurer of the City and by the City Clerk, and has caused its corporate seal to be impressed hereon, all as of __________, 2004.

CITY OF BRENTWOOD

______________________________________
Treasurer

(SEAL)
_______________________________________
City Clerk

[Form of Certificate
of Authentication and Registration]

CERTIFICATE OF AUTHENTICATION AND REGISTRATION

This is one of the bonds described in the within-mentioned Resolution which has been authenticated and registered on _________________.

_____________________________
Treasurer of the City of Brentwood

[Form of Assignment]
ASSIGNMENT

For value received the undersigned do(es) hereby sell, assign and transfer unto
____________________________________ __________________________________ the

within bond and do(es) hereby irrevocably constitute and appoint _______________________

_____________________________________attorney to transfer the same on the register of the Treasurer, with full power of substitution in the premises.

Date:
____________________________

SIGNATURE GUARANTEED:
_____________________________

NOTE: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. Signature must be guaranteed by an eligible guarantor institution.

RESOLUTION NO.

RESOLUTION ORDERING CHANGE AND MODIFICATION PROCEEDINGS PURSUANT TO WAIVER OF 100% OF AFFECTED PROPERTY OWNERS, AND APPROVING AN AMENDED ASSESSMENT ROLL IN THE AMENDED ENGINEER’S REPORT FOR ASSESSMENT DISTRICT NO. 93-2

WHEREAS, the City Council (the “City Council”) of the City of Brentwood (the “City”), by proceedings duly had and taken, previously provided for the formation of Assessment District No. 93-2 (the “Assessment District”), under and pursuant to the provisions of the Municipal Improvement Act of 1913 (being Division 12 of the California Streets and Highways Code), and assessments were levied on the parcels with assessments remaining unpaid and the assessment liens were recorded in the office of the County Recorder of the County of Contra Costa on June 15, 1995 under Recorder's Serial No. 95 094217; and

WHEREAS, pursuant to a Consent and Waiver dated October 20, 1995 and signed by Signature Properties, Inc., the City Council conducted change and modification proceedings in the Assessment District and adopted its Resolution No. 95-246 on October 24, 1995 approving the First Amendment to the Cost Estimate and the Assessment Roll in the Engineer’s Report for the Assessment District (the “Engineer’s Report”) as prepared by the Engineer of Work. The signed Consent and Waiver and the First Amendment to the Cost Estimate and the Assessment Roll in the Engineer’s Report are on file in the office of the Interim City Clerk; and

WHEREAS, pursuant to a Consent and Waiver dated September 17, 1996 and signed by Signature Properties, Inc., the City Council conducted change and modification proceedings in the Assessment District and adopted its Resolution No. 96-163 on September 24, 1996 approving the Second Amendment to the Cost Estimate and the Assessment Roll in Engineer’s Report as prepared by the Engineer of Work. The signed Consent and Waiver and the Second Amendment to the Cost Estimate and the Assessment Roll in the Engineer’s Report are on file in the office of the Interim City Clerk; and

WHEREAS, pursuant to a Consent and Waiver dated November 3, 1997 and signed by Signature Properties, Inc., the City Council conducted change and modification proceedings in the Assessment District and adopted its Resolution No. 97-224 on November 12, 1997 approving the Third Amendment to the Cost Estimate and the Assessment Roll in Engineer’s Report as prepared by the Engineer of Work. The signed Consent and Waiver and the Third Amendment to the Cost Estimate and the Assessment Roll in the Engineer’s Report are on file in the office of the Interim City Clerk; and

WHEREAS, Signature Properties, Inc., a property owner in the Assessment District, has requested the City to conduct change and modification proceedings to reduce and to increase certain assessments levied on its parcels of land (the “Affected Property”) as described in the Amended Assessment Roll (the “Amended Assessment Roll”) in the Amended Engineer’s Report dated as of July 13, 2004 (the “Amended Engineer’s Report”), a copy of which is attached hereto and incorporated herein; and

WHEREAS, Signature Properties, Inc., the sole owner of the Affected Property within the Assessment District has signed and submitted to the City a “Consent and Waiver” (the “Consent and Waiver”) in which it consents to and requests the proposed changes and modifications, which Consent and Waiver is on file with the City Clerk; and

WHEREAS, the City Engineer has filed with the City Council the Amended Engineer's Report describing the changes and modifications in the Amended Assessment Roll as requested by Signature Properties, Inc. in the Consent and Waiver; and

WHEREAS, no assessments other than those owned by Signature Properties, Inc. as described in the Amended Assessment Roll are required to be, nor will be, modified by these proceedings; and

WHEREAS, the City has determined to conduct the change and modification proceedings in the Assessment District as requested by Signature Properties, Inc. in the Consent and Waiver and as described in the Amended Assessment Roll in the Amended Engineer’s Report; and

WHEREAS, the City has received an Appraisal prepared by Seevers Jordan Ziegenmeyer & Associates dated June 22, 2004 with respect to the Affected Property.

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Brentwood as follows:
Section 1. The foregoing recitals are hereby found and determined to be true and correct.
Section 2. The Amended Assessment Roll in the Amended Engineer’s Report as prepared by the Engineer of Work and attached hereto is hereby approved.
Section 3. The City Council finds that the Consent and Waiver on file with the City Clerk is signed by sole owner of the Affected Property, and constitutes a valid and knowing waiver of the rights accorded to said property owner by these proceedings and waived therein.
Section 4. The City Council finds that the assessment spread set forth in the Amended Assessment Roll described in Section 2 above is commensurate with the special benefit accruing to the assessed parcels.
Section 5. Pursuant to Section 10352 of the Streets and Highways Code, this Council hereby orders change and modification proceedings without notice or hearing and approves and confirms the changes and modifications to be made in the Assessment District as described in the Amended Assessment Roll in the Amended Engineer’s Report. The City Clerk is directed to file a copy of the Amended Engineer’s Report in her file of proceedings and to file a copy with the Engineer of Work for the Assessment District.
Section 6. The City Clerk is hereby directed to cause a Notice of Amended Assessment to be recorded in the office of the County Recorder of the County of Contra Costa.
Section 7. The City Manager, City Treasurer, City Engineer, City Attorney, City Clerk and any and all other officers, agents and employees of the City are hereby authorized and directed to take any and all actions and execute and deliver any and all documents necessary or convenient to accomplish the purposes of this Resolution.
Section 8. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting on the 13th day of July, 2004 by the following vote:
 

City Administration
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