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 CITY COUNCIL AGENDA ITEM NO. 19


Meeting Date: May 13, 2008

Subject/Title: Adopt a Resolution 1) declaring official intent to reimburse certain expenditures for the Brentwood Senior Activity Center, Downtown Streetscape Plan, Downtown Infrastructure, Downtown Parking Structure, New City Hall, Civic Center Parking Facility, New Community Center, Library Relocation, Civic Center Plaza and City Park projects in an amount not-to-exceed $72,000,000, from proceeds of indebtedness and 2) appointing RBC Capital Markets, Inc. as the underwriter, Orrick, Herrington & Sutcliffe LLP as the bond and disclosure counsel, Del Rio Advisors, LLC as the financial advisor and authorizing staff to undertake the proceedings of debt issuance for future Council consideration.

Prepared by: Brian Kelleher, Accountant

Submitted by: Pamela Ehler, Director of Finance and Information Systems



RECOMMENDATION
Adopt a Resolution 1) declaring official intent to reimburse certain expenditures for the Brentwood Senior Activity Center, Downtown Streetscape Plan, Downtown Infrastructure, Downtown Parking Structure, New City Hall, Civic Center Parking Facility, New Community Center, Library Relocation, Civic Center Plaza and City Park projects in an amount not-to-exceed $72,000,000, from proceeds of indebtedness and 2) appointing RBC Capital Markets, Inc. as the underwriter, Orrick, Herrington & Sutcliffe LLP as the bond and disclosure counsel, Del Rio Advisors, LLC as the financial advisor and authorizing staff to undertake the proceedings of debt issuance for future Council consideration.

PREVIOUS ACTION
On June 12, 2007, by Resolution No. 2007-126, the City Council adopted the City’s 2007/08– 2011/12 Capital Improvement Program that included the Brentwood Senior Activity Center, Downtown Streetscape Plan, Downtown Infrastructure, Downtown Parking Structure, New City Hall, Civic Center Parking Facility, New Community Center, Library Relocation, Civic Center Plaza and City Park projects.

On August 14, 2007, by Resolution No. 2007-179, the Council adopted a resolution approving an amendment to the Downtown Parking Structure CIP for the purpose of revising the description of the project from a single large structure to two smaller structures; identifying proposed strategic sites for the structures; revising the estimated costs for the project and accelerating the project timelines.

On August 14, 2007, by Resolution No. 2007-190, the Council adopted which: 1) endorsed the Civic Center Master Site Plan Concept, 2) directed staff to pursue basic LEED Certification as a minimum on the Civic Center Buildings and 3) amended the following capital improvement projects to accelerate the project timelines and financing to allow for the construction of the Civic Center: City Park, Civic Center Plaza, the Library Relocation, New City Hall and the New Community Center.

On September 11, 2007, by Resolution No. 2007-211, the City Council amended the 2007/08-2011/12 CIP Project budget for the for Downtown Streetscape Plan.

On November 13, 2007, by Resolution No. 2007-269, City Council 1) endorsed the Civic Center Conceptual Plans; 2) endorsed the City Hall and Community Center Building Plans; 3) endorsed the History Walk concept as one of the Required Art Components of the Civic Center; and 4) directed staff to proceed with this project to design development.

On March 11, 2008, by Resolution 2008-55, City Council approved changing the name of the Senior Adult Education Center, CIP Project No. 522-52280, to the Brentwood Senior Activity Center as recommended by the Park and Recreation Commission.

BACKGROUND
Pursuant to City Council direction, work has already commenced on these projects; therefore, the City will pay for current costs and be reimbursed when the bonds are issued. This resolution is required in order to allow the City to reimburse itself following issuance of the bonds for any expenditure incurred no earlier than 60 days prior to the adoption of this resolution. The bonds will be revenue bonds, secured by existing Community Facility District special tax revenues and redevelopment agency tax increment revenues, and a lease financing bond payable from savings generated from prior CIFP refunding.

At the February 26, 2008 City Council meeting, LPA presented the Civic Center Milestone and Critical Decision Points presentation to review cost and no-cost decision points for City Council. At that time, a timeline was identified in which to begin the preliminary bond analysis for the Civic Center facilities (New City Hall, Civic Center Parking Facility, New Community Center, Library Relocation, Civic Center Plaza and City Park). The start of this analysis will be May 2008.

The municipal bond market has been quite volatile lately due to the impact of the sub-prime mortgages on bond insurers. Taking this action at this time allows the City to be in a position to issue bonds when the market is in a favorable condition.

The fiscal advisor, Del Rio Advisors, LLC, was one of five firms that responded to an RFP that was opened in December of 2007 and closed in January 2008. Del Rio Advisors works exclusively with public agencies and possess the credentials necessary to help the City achieve a sound financial plan. They will analyze the sources and uses of funds, verify the debt service schedules, yield and savings calculations and create cash flow models utilizing the various revenue sources.

The firms of RBC Capital Markets, Inc. and Orrick, Herrington & Sutcliffe LLP are both highly respected, industry leaders in municipal bond financing in the State of California as well as across the Nation. Both firms have previously participated in successful financings for the City and are familiar with the City’s operations.

FISCAL IMPACT
Fees paid to the underwriter, bond and disclosure counsel, and the fiscal advisor are contingent upon the successful completion of the issuance of bonds and will be quantified at the time the financing package is brought before Council for consideration and approval of the bond issuance. Staff anticipates that the issuance of bonds will occur in the 2008/09 fiscal year. In the interim, we will initiate the requisite internal loans to fund the projects.

Attachment:
Resolution
Exhibit A – Description of projects


RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD 1) DECLARING OFFICIAL INTENT TO REIMBURSE CERTAIN EXPENDITURES FOR THE BRENTWOOD SENIOR ACTIVITY CENTER, DOWNTOWN STREETSCAPE PLAN, DOWNTOWN INFRASTRUCTURE, DOWNTOWN PARKING STRUCTURE, NEW CITY HALL, CIVIC CENTER PARKING FACILITY, NEW COMMUNITY CENTER, LIBRARY RELOCATION, CIVIC CENTER PLAZA AND CITY PARK PROJECTS IN AN AMOUNT NOT-TO-EXCEED $72,000,000, FROM PROCEEDS OF INDEBTEDNESS AND 2) APPOINTING RBC CAPITAL MARKETS, INC. AS THE UNDERWRITER, ORRICK, HERRINGTON & SUTCLIFFE LLP AS THE BOND AND DISCLOSURE COUNSEL, DEL RIO ADVISORS, LLC AS THE FINANCIAL ADVISOR AND AUTHORIZING STAFF TO UNDERTAKE THE PROCEEDINGS OF DEBT ISSUANCE FOR FUTURE COUNCIL CONSIDERATION.

WHEREAS, on June 12, 2007, On June 12, 2007, by Resolution No. 2007-126, the City Council adopted the City’s 2007/08– 2011/12 Capital Improvement Program that included the Brentwood Senior Activity Center, Downtown Streetscape Plan, Downtown Infrastructure, Downtown Parking Structure, New City Hall, Civic Center Parking Facility, New Community Center, Library Relocation, Civic Center Plaza and City Park projects; and

WHEREAS, on August 14, 2007, by Resolution No. 2007-190, the Council adopted which: 1) endorsed the Civic Center Master Site Plan Concept, 2) directed staff to pursue basic LEED Certification as a minimum on the Civic Center Buildings and 3) amended the following capital improvement projects to accelerate the project timelines and financing to allow for the construction of the Civic Center: City Park, Civic Center Plaza, the Library Relocation, New City Hall and the New Community Center; and

WHEREAS, on November 13, 2007, by Resolution No. 2007-269, City Council 1) endorsed the Civic Center Conceptual Plan; 2) endorsed the City Hall and Community Center Building Plans; 3) endorsed the History Walk concept as one of the Required Art Components of the Civic Center; and 4) directed staff to proceed with this project to design development; and

WHEREAS, on February 26, 2008, LPA, Inc. did a presentation to City Council on milestones and critical decision points for the Civic Center project. The purpose was to inform City Council of when they will be required to make both cost and no cost decisions that will affect the progress of the project; and

WHEREAS, pursuant to City Council direction work has already commenced on these projects; therefore, the City will pay for current costs and be reimbursed when the bonds are issued; and

WHEREAS, the bonds will be revenue bonds, secured by existing Community Facility District special tax revenues and redevelopment agency tax increment revenues, and a lease financing bond payable from savings generated from prior CIFP refunding; and

WHEREAS, the Projects are generally described in Exhibit A attached hereto; and

WHEREAS, the City expects to pay certain expenditures (the "Reimbursement Expenditures") in connection with the Projects prior to the issuance of indebtedness for the purpose of financing costs associated with the Projects on a long-term basis; and

WHEREAS, the City reasonably expects that debt obligations, in an amount not expected to exceed $72,000,000, will be issued in one or more series and that a portion of the proceeds of such debt obligations will be used to reimburse the Reimbursement Expenditures; and

WHEREAS, the funding of these projects are contingent upon the issuance of bonds and staff will initiate the requisite internal loans to allow commencement of these projects in the interim; and

WHEREAS, in connection with said debt obligations, the City desires to appoint a financing team.

NOW, THEREFORE, THE CITY COUNCIL HEREBY FINDS, DETERMINES AND RESOLVES as follows:

Section 1. The foregoing recitals are true and correct, and this City Council so finds and determines.
Section 2. This declaration is made solely for purposes of establishing compliance with the requirements of Section 1.150-2 of the United States Treasury Regulations. This declaration does not bind the City to make any expenditure, incur any indebtedness, or proceed with the Projects.
Section 3. The City hereby declares its official intent to use proceeds of indebtedness to reimburse itself for Reimbursement Expenditures.
Section 4. The firm of Orrick, Herrington & Sutcliffe LLP is hereby appointed bond counsel in connection with the debt obligations to be issued for the Projects.
Section 5. The firm of RBC Capital Markets, Inc. is hereby appointed underwriter in connection with the debt obligations to be issued for the Projects.
Section 6. The firm of Del Rio Advisors, LLC is hereby appointed financial advisor in connection with the debt obligations to be issued for the Projects.
Section 7. This resolution shall take effect from and after its adoption.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a regular meeting held on the 13th day of May, 2008 by the following vote:

EXHIBIT A

DESCRIPTION OF PROJECTS

Brentwood Senior Activity Center: A new facility, approximately 8,375 sq. ft., directly south of the Aquatic Center. This facility will provide three meeting/classroom spaces, a large kitchen, a multi-purpose space of approximately 3,400 sq. ft., parking, a bus turnout, including a bus shelter on Balfour Road, landscaping, lighting and an art element.

Downtown Streetscape Plan: The plan will include reconfiguration of roadway sections to provide convenient parking and smooth vehicle circulation, pedestrian-friendly connections, special sidewalk and crosswalk treatments, outdoor dining "flex zones", decorative street lights, new street trees, tree lights, street furniture, planters, planting medians, ornamental tree guards and drain grates.

Downtown Infrastructure: Add adequate water and sewer lines, 12" and a lift station to support future development in the Downtown redevelopment area. Repair roadways including pavement, striping, lighting and the addition of decorative features such as crosswalks, landscape, etc.

Downtown Parking Structure: A comprehensive parking plan consists of parking facilities and solutions, including a possible parking structure and surface lots, disbursed throughout the Downtown in strategic locations to address the parking demands required for the growth of the Downtown.

New City Hall: A new 60,000 sq. ft. City Hall and 5,000 sq. ft. Council Chamber in the vicinity of the existing City Hall.

Civic Center Parking Facility: Construction of a 280+ stall parking structure to accommodate the new Civic Center and downtown.

New Community Center: A 30,000 sq. ft. joint use facility designed for community events which will include space for an arts center and a gathering place / reception center for the Brentwood community. This building will also house the Parks and Recreation Department.

Library Relocation: Once the Civic Center is built, the library will be relocated to the unoccupied City offices located on Oak Street.

Civic Center Plaza: Design and build a Civic Center plaza next to City Hall that will include a water feature, seating areas for public gathering and walkway access to City Hall, Council Chambers and the Community Center.

City Park: General renovation and upgrades, along with a conceptual plan for redesign based on community meetings and the park’s relationship to the Civic Center facilities.



CLERK'S CERTIFICATE

I, Margaret Wimberly, City Clerk of the City of Brentwood, do hereby certify as follows:

The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council of said City duly and regularly held at the regular meeting place thereof on the 13th of May, 2008, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote:

AYES:
NOES:
ABSENT:

An agenda of said meeting was posted at least 72 hours before said meeting at City Hall, 150 City Park Way, Brentwood, California 94513, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda.

I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes.

Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.

Dated: __________, 2008

__________________________________
Margaret Wimberly,
City Clerk, City of Brentwood
[SEAL]
City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
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E-mail allcouncil@brentwoodca.gov