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Home My WebLink AboutR1-Economic Development Agency . . . ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO REQUEST FOR COMMISSION/COUNCIL ACTION FROM: FRED WILSON City Administrator SUBJECT: SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS, 1997 SERIES A cg(Q)~W DATE: July 10, 1997 Synopsis of Previous Commission/Collneil/Cnmmittee Action(s).:. On June 2, 1997, June 16, 1997 and July 7,1997 the Mayor and Common Council/Community Development Commission and the Joint Powers Financing Authority continued this item. Reenmmended Motinn(s).:. OPTION I (San Bernardino .Joint Power!!: FinancingAuthw:it)') MOTION A: RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,500,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF (Motions Continued on Next Page) FRED WILSON City Administrator Contact Person(s): Fred Wilson Phone: 5122 Project Area(s): N/A Ward(s): N/A Supporting Data Attached: Staff Report; Resolutions FUNDING REQUIREMENTS: Amount: $ N/A Source: N/A Budget Authority: None .....ftmmiftinn/COllnr:il Notes. RID - R~s J-,-/2- RtF - R~!> 0;7-~/tj COMMISSION MEETING AGENDA MEETING DATE: W:7.4.I~:,~,,_-t Agenda Item Number:RL A-:I e e e ECONOMIC DEVELOPMENT AGENCY Request for Commission/Council Action July 10, 1997 Page 2 Recommended Motion(s) Continued: MOTION B: MOTION C: MOTION D: MOTION E: TCS:lmp:jpa3.cd (Community Development Cnmmb:!iion) RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A CERTAIN LOAN AGREEMENT AND LIBRARY AND FIRE STATION LEASE (Mayor and Common Conneil) RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO OR OPTION II (San.Jkrnardinn .(oim Power!i Finaneing Authority) RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $11,500,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF (CDmmwIity Development C.ommi<silIn) RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A CERTAIN LOAN AGREEMENT AND LIBRARY AND FIRE STATION LEASE COMMISSION MEETING AGENDA MEETING DATE: 07/14/1997 Agenda Item Number: . . . ECONOMIC DEVELOPMENT AGENCY Request for Commission/Council Action July 10, 1997 Page 3 MOTION F: MOTION G: MOTION H: MOTION I: (Mayor and Common COllnr.il) RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AUTHORIZING CERTAIN LEASE AGREEMENTS, THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO AND THE TRANSFER OF CERTAIN PROPERTY TO THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY OR OPTION III (SllJLBemardino .Joint Power. Einancing Authority) RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,250,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF (Community~ RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A CERTAIN LOAN AGREEMENT AND LIBRARY AND FIRE STATION LEASE (Mayor and Common Couneil) RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AUTHORIZING CERTAIN LEASE AGREEMENTS, THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO AND THE TRANSFER OF CERTAIN PROPERTY TO THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TCS:lmp:jpa3.cd -------------------------------------------------------------------------------------------------------------.---- COMMISSION MEETING AGENDA MEETING DATE: 07/14/1997 Agenda Item Number: ) . . . ECONOMIC DEVELOPMENT AGENCY STAFF REPORT San Bernardino Joint Powers Financing Authority Puhlic Facilities Lease Revenue Refunding Bonds, 1997 Series A BACKGROUND AND STRUCTURE: In August 1989, the San Bernardino Joint Powers Financing Authority (the "Authority") issued on behalf of the City the $10,215,000 Public Facilities Lease Revenue Refunding Bonds (the "1989 Bonds"). The 1989 Bonds were issued to refund the Redevelopment Agency's $3,200,000 Public Facilities Lease Revenue Bonds, Issue of 1982 and $6,790,000 Public Facilities Lease Revenue Bonds, Issue of 1983, Series A. The 1989 Bonds have a final maturity date of September I, 2013. The annual Debt Service payment on the 1989 Bonds is approximately $890,000 per year; and the net interest rate is 7.218%. There are three (3) options for consideration: OPTION I - (Public Facilities Lease Revenue Bonds (Library/Fire Station) (Recommended as a budget reduction measure by Council direction at June 30,1997, meeting and included within the Supplemental Agenda for July 7,1997, as RS.1) The refunding of the 1989 Bonds would achieve a reduction in the annual debt service cost to the City and would provide a lower interest rate. The refunding of the 1989 Bonds alone would create debt service savings for the City commencing in the 1997-98 fiscal year and additional future savings over the life of the proposed 1997 Refunding Bonds. The 1997 Refunding Bonds would be issued in a principal amount of approximately $9,750,000. The Resolutions as submitted originally on the July 7, 1997, Supplemental Agenda did not include the signature of the City Attorney's office due primarily to the different dollar amounts contained in the Resolutions from the versions that had been previously approved by the City Attorney's office for the June 23,1997, agenda. Since the date of the July 7,1997, Council meeting, additional discussions have been held among the bond consultants, City Administrator and the City Attorney's office to discuss the dollar amounts contained in the various options to be presented to the Council. The Resolutions as originally presented at the July 7, 1997, meeting have now been approved and executed by the City Attorney's office and are attached to this Staff Report. Based upon current low interest rates, it is expected that (A) due exclusively to the reduction in interest rates the City will be able to reduce its annual debt service payments on the 1989 Bonds by approximately $45,000 per year (see Option I - A below); or (B) the City may include as capitalized interest the amount necessary to pay the initial interest-only payment on the 1997 TCS:lmp:jpa3.cd COMMISSION MEETING AGENDA MEETING DATE: 07114/1997 Agenda Item Number: I . . . Economic Development Agency Staff Report San Bernardino Joint Powers Financing Authority July 10, 1997 Page 2 Refunding Bonds which would be due and payable on September I, 1997, and have the benefit of the savings up-front in the 1997-98 fiscal year rather than spread over the term of the 1997 Refunding Bonds. By capitalizing interest for the first debt service payment for the 1997 Refunding Bonds in September, 1997, and not paying any principal on the 1997 Refunding Bonds on said date, the issuance of the 1997 Refunding Bonds will thereby reduce the first year debt service cost in 1997-98 by $500,000, and thereafter $5,000 for each additional year (see Option I - B below). Additionally, in either case the City would receive an amount equal to $150,000 from the release of funds currently held in the debt service reserve fund for the 1989 Bonds which may be used to either further decrease annual debt service payments or to be disbursed to the City for any purpose. Summary of Costs and Savings Option I - A Approximate Prin Amt Reso Prin Amt Not-to-Exceed First Year Savings Annual Savings 1998-99 to 2011-2012 Release from DSRF* $9,750,000 $10,500,000 45,000 45,000 150,000 *amount that is potentially available to increase Bond issue savings or may be disbursed to City outside of Bond issue considerations Option I - B Approximate Prin Amt Reso Prin Amt Not-to-Exceed First Year Savings Annual Savings 1998-99 to 2011-2012 Release from DSRF* $9,750,000 $10,500,000 500,000 5,000 150,000 TCS:lmp:jpa3.cd COMMISSION MEETING AGENDA MEETING DATE: 07/14/1997 Agenda Item Number: . . . Economic Development Agency Staff Report San Bernardino Joint Powers Financing Authority July 10, 1997 Page 3 ----------------------------------------------------------------------------------------------------------------- OPTION II - (Public Facilities Lease Revenue BondslFinancing of City Yard Fuel Station) In addition to Option I - B, the City would approve the financing of the fueling station in an amount equal to approximately $480,845 for the construction of the fueling station improvements to the City Corporate Yards. The total amount of the bonds would be approximately $10,250,000. The annual cost for obtaining these funds would be approximately $45,000 per year with the costs to be distributed among the Refuse Fund, the General Fund and the Sewer Fund on the basis of vehicle fleet size. Additional information regarding the fueling station has been provided on the attachment to this Staff Report in the form of the Inter-Office Memorandum from Jim Howell to Fred Wilson dated July 3, 1997. Summary of Costs and Savings Option II Approximate Prin Amt Reso Prin Amt Not-to-Exceed First Year Savings Annual Savings 1998-99 to 2011-2012 New Money - Fuel Station Annual cost for new money Release from DSRF* $10,250,000 $11,500,000 500,000 5,000 480,845 45,000 150,000 OPTION III - (Public Facilities Lease Revenue BondslFinancing of Fuel StationlFinancing of Refuse Department Operations on City Yard)(originally placed on June 23,1997, agenda and continued to July 7,1997, as the Addendum to the Supplemental Agenda and designated as ARS-l. with modifications as noted in the prior Staff Report) In addition to Options I - B and II, the City would approve the fmancing of the Refuse Department portion of the City Corporate Yard. The Refuse Department of the City presently uses the City Corporate Yard for the storage and maintenance of the Refuse Department vehicles and the storage of trash bins and other receptacles that are distributed to customers. An appraisal of the City Corporate Yard shows an appraised value equal to $5,400,000 for the entire City Corporate Yard. City Staffhas determined that approximately 63% of the City Corporate Yard is currently utilized for Refuse Department purposes. The maximum principal amount which could be fmanced and repaid solely by the Refuse Department annual payments would be equal to TCS:lmp:jpa3.cd COMMISSION MEETING AGENDA MEETING DATE: 07/14/1997 Agenda Item Number: I . . . Economic Development Agency Staff Report San Bernardino Joint Powers Financing Authority July 10, 1997 Page 4 ----------------------------------------------------------------------------------------------------------- $3,400,000. The Council may elect to bond for an amount not to exceed the $3,400,000 figure and to have the entire lease payment for this portion of the financing paid by the Refuse Department and not the General Fund. However, AMBAC (the Bond Insurer) will additionally require that the City General Fund be obligated to remit any payments that are not or cannot be made at any time in the future. The additional annual payment for the Refuse Department portion of the financing is approximately $345,000 for the next 15 years (see Option III below) which does not extend any City debt service payments beyond the present September 1,2013, maturity date for the 1989 Bonds. The City, in full compliance with the recently adopted Proposition 218, is able to transfer title for that portion of the City Corporate Yard that is used for Refuse Department operations to the Joint Powers Financing Authority in exchange for the payment of the not to exceed $3,400,000 of the land and improvement value. The City will then lease back that same portion of the City Corporate Yard whereby the primary pledge of revenues and the source of repayment will be the refuse collection fees obtained through the enterprise fund of the Refuse Department. Summa\}' of Co~t~ and Savings Op~on III Approximate Prin Amt Reso Prin Amt Not-to-Exceed First Year Savings Annual Savings 1998-99 to 2011-2012 New Money - Fuel Station Annual cost for new money New Money - Refuse Dept Annual cost for new money Release from DSRF $13,800,000 $16,250,000 500,000 5,000 480,845 45,000 3,400,000 345,000 -0- ------------------------------------------------------------------------------------------------------. TCS:lmp~pa3.cd COMMISSION MEETING AGENDA MEETING DATE: 07/14/1997 Agenda Item Number: . . e Economic Development Agency Staff Report San Bernardino Joint Powers Financing Authority July 10, 1997 Page 5 PROPOSED ACTIONS: The Council should decide on which of the aforementioned Options it desires to approve. One set of the following Resolutions must be adopted to carry out the transaction as may be approved by the City. FRED WILSON Acting City Administrator TCS:lmp:jpaJ.cd COMMISSION MEETING AGENDA MEETING DATE: 07/14/1997 Agenda Item Number: . . . CITY OF SAN BERNARDINO PUBUC SERVICES INTER-OFFICE MEMO TO: Fred Wilson, City Administrator FROM: Jim Howell, Director of Public Servi s DATE: July 3, 1997 REVISED FUELING STATION PROJECT DESCRIPTION SUBJECT: COPIES: Roger Hardgrave, Director of Public Works/Engineer Gene Klatt, Assistant City Engineer Ed Raya, Director of Risk Management Tom Marek, Safety Officer John Murphy, Purchasing Manager Bill Oppenheim, Fleet Manager Ed Stone, Street Superintendent Lynn Merrill, Acting Solid Waste Manager ATTACHMENTS: Revised City Yard Fueling Station Alternative Comparison May 1997 Fuel Actuals Fuel Consumption Summary Map of Corporate Yard GTS Associates, an Engineering/Planning Firm conducted a Corporate Yard Master Plan. A major component of the plan was to determine a new fuel station location because of traffic circulation and safety issues. GTS recommended construction of a new fueling facility prior to the cleanup/shut-down of the existing facility in order to continue fueling operations. Cleanup of the contamination will require complete removal of the existing station including the concrete slabs, pumps, canopy, tanks and associated plumbing. The excavation will result in a minimum of thirteen (13) feet deep and extend ten to fifteen feet beyond the edge of the existing concrete slabs. The excavation will cause a large stockpile of dirt totaling 1,300 to 2,500 tons stored in the yard and it is estimated that the soil mitigation will take sixty (60) to ninety (90) days. Station construction costs were identified in the master plan, however, in the opinion of staff, GTS budget estimates' are somewhat high and actual costs should come in under GTS estimates. The following information is provided to clarify project components and cost revisions as determined by Public Works staff. . . . Revised City Yord Fueling Sbtion Vehicle Wash Project Description July 3, 1997 Page 2 Perimeter Wall $24,900 Revised $15,000 Required to provide security for refueling operation and City Yard. The wall will be eight (8) feet tall constructed of concrete block with electronically operated iron security gates. Grading/Paving $103,950 The new Fueling Station site presently has asphalt pavement in very poor condition. The existing pavement would not withstand the heavy truck and auto traffic accessing the fueling station or withstand the water constantly draining from washed vehicles. Also, grading is required to improve drainage, potential spill containment and other environmental considerations. The majority of fueling station pavement would be constructed of concrete. Utility Relocation $51,100 Revised $20,000 Some water and sanitary sewer requirements have been completed since the study and will result in a savings. Canopy $ 84,000 Will provide protection to employees from the inclement weather while fueling. Approximately 4,000 individual fueling transactions occur monthly. Car Wash Replacement $125,000 Revised $75,000 This facility is used by the City fleet comprised of 416 sedans, patrol units and light trucks. Most units utilize the washing facility each time the unit is fueled (weekly). Police patrol units are fueled and washed daily. The existing car and truck wash is five (5) years old and during the last twelve months over $9,500 was spent for parts required to make repairs. Additionally, the unit was out of service for approximately forty-five (45) days during the last year because of repairs. A study was conducted prior to the construction of the existing car wash indicating that the average car wash at a commercial establishment requires twenty.four (24) minutes. The City car wash would require less than five (5) minutes to complete. Assuming a police officer is paid $15 per hour and fifty (50) units are washed daily, lost time cost would be $105,000 (300 washes) annually. J . . - Revised City Yard Fueling Station Vehicle Wash Project Description July 3, 1997 Page 3 Fuel Controller System $ 30,000 A computerized system to manage/operate the Fuel Island is required to maintain charge backs to Departments users and if we market fuel services to other agencies, also required for invoicing. A Fuel Controller System was installed in the yard two years ago, however, costs to relocate the existing unit approach the costs for a new system. Additionally, this system would monitor and record employee access to the Yard. Automatic Entry System $ 15,000 To provide necessary underground conduits, security cameras, and lighting to fueling area and new entry gate area. 20,000 Gallon Storage Tanks $ 50,000 Two (2) 20,000 gallon double wall tanks to replace current four (4) 12,000 gallon tanks. Also includes plumbing and new fuel dispensers and leak detection equipment. Relocate Propane $5,000 Revised $1,000 Move existing propane tank to new location. Electrical $20,000 Revised $5,000 The maJonty of required underground electrical improvements have been completed since the time of the study. Net Construction Cost General Contractor Profit Contingency @ 19% Architect's Fee @ 6% $509,230 $ 76,3&7 S 5&,563 $ 38,f.52 Revised $398,950 Revised $ 20,000 Revised $ 41,895 Revised $ 20,000 10% TOTAL PROJECT $6&2,&52 REVISED $480,845 Savings will be accomplished by designing and administering the major components of the project by Public Works Department staff. If you require additional information please call me at Ext 5140. JH/jj . . CITY OF SAN BERNARDINO PUBLIC SERVICES INTER-OFFICE MEMORANDUM TO: Fred Wilson, City Administrator FROM: Jim Howell, Director of Public Servic s DATE: July 3, 1997 REVISED CITY YARD FUELING STATION ALTERNATIVE COMPARISON SUBJECT: COPIES: Bill Oppenheim, Fleet Manager Ed Raya, Director of Risk Management Roger Hardgrave, Director of Public Works/City Engineer Gene Klatt, Assistant City Engineer John Murphy, Purchasing Manager Tom Marek, Safety Officer The City was notified by the County Hazardous Materials Section to cease the City Yard fueling operation by June, 1997 or until soil contamination caused by leaking underground storage tanks is mitigated. A short extension has been granted by the County. Initially, it appeared cost effective to contract for fuel services with the County instead of constructing a new fueling facility. The County's facility is within City limits, meets the needs of our fleet and, based on initial discussions with County staff, would have cost five to ten percent more than our current operation. The County more than doubled the fuel mark up cost discussed earlier when their written proposal was received. This would result in an annual increase to fuel cost' ranging from $250,000 to $300,000. A major oil company was also contacted and proposed retail price (no discount) plus a $.50 per service "transaction fee" and less 18 cents excise tax. This proposal would result in an annual increase of $128,400 if selected. It must also be considered that private fueling facilities for large trucks and equipment are not located close to the City Yard, requiring the equipment to be fueled in Colton or Redlands. Security concerns are also a consideration when issuing fuel credit cards to eight hundred twenty-five (825) employees. In consideration of these proposals, I recommend constructing a new fueling facility at an estimated cost not to exceed $500,000. It appears that construction costs could be recouped within four (4) years. Additionally, it would be advantageous to have our own fueling operation in the event of a disaster/emergency or fuel shortage. . Attached is a Comparison of County Fueling costs and a major oil company proposal. , . Revised City Yard Fueling Station/Vehiele Wash July 3, 1997 Page 2 Revised July 3, 1997 REVISED COMPARISON OF ALTERNATE FUELING COSTS Cost per Gallons Monthly Annual Gallon per Month Cost Cost City Cost Unleaded $0.98 30,000 $29,400 $352,800 Diesel $0.97 30,000 $29,100 $349,200 Current Cost $702,000 ALTERNATE #1 County Proposed Cost Cost per Gallons Monthly Annual . Gallon per Month Cost Cost Unleaded $1.34 30,000 $40,200 $482,400 Diesel $1.35 30,000 $40,500 $486,000 In Yard Delivery . Diesel Cost per Hours per Cost per Annual Hour Day Month Cost $30.00 4 $ 2,600 $ 31,200 Total County Cost $24,800 $999,600 NET ANNUAL INCREASE $297,600 . \ . . . Revised City Yard Fueling Station/Vehicle Wash July 3, 1997 Page 3 ALTERNATE #2 - (REVISED) MAlOR OIL COMPANY PROPOSED COST Unleaded Diesel Transaction fees TOTAL COST Cost per Gallon Gallons -!2er Month Monthly Cost $1.07 30,000 $32,100 $1.117 30,000 $35,100 50 cents each x 4,000 transactions NET ANNUAL INCREASE Annual Cost $385,200 $421,200 $ 24,000 $830,400 $128,400 r . FLEET FUEL CONSUMPTION - MAY 1997 MILES PER OEPT MILEAGE GALLONS GALLON PERCENT Code Enforcement 6,509 521.5 12.5 9.0 % Patrol Vehicles 156,644 14,703.9 10.7 25.5 % PO - Non Patrol 52,930 3,659.8 14 .5 6.3 % Animal Control 11,179 1,203.3 9.3 2.1 % Parks & Rec 17,669 2,281.7 7.7 4.0 % Refuse - Residential 38,106 16,219.3 2.3 28.1 % Refuse - Commercial 24,413 6,628.0 3.4 11.5 % Refuse - Rolloffs 11,060 2,647.2 4.2 4.6 % Streets - Sweepers 8,745 1,962.4 4.5 3.4 e % Sub Total 327,255 49,826.8 6.7 86.3 :% Remaining Fleet 65,370 7,933.3 8.1 13.7 % FLEET TOTAL 392,625 57,760.1 6.8 100.0 % e . FUEL CONSUMPTION SUMMARY UNLEADED FUEL 30,000 - GALLONS PER MONTH 416 - VEHICLES/EQUIPMENT ------------------------------------------------------------------ 86 PATROL VEHICLES (2,000 Miles @ 9 M.P.G) = 19,000 GALLONS 92 PD NON PATROL = 4,000 GALLONS 9 ANIMAL CONTROL = 1,200 GALLONS 23 CODE ENFORCEMENT = 800 GALLONS 210 (AVG:119 GAL/MO) 25,000 (83.3%) 206 OTHER (AVG: 24 GAL/MO) 5,000 (16.7%) ================================================================= . DIESEL FUEL 30,000 - GALLONS PER MONTH 173 - VEHICLES/EQUIPMENT ------------------------------------------------------------------ 28 RESIDENTIAL SIDELOADERS = 13,400 GALLONS (30 GAL X 16 DAYS) 13 COMMERCIAL FRONTLOADERS = 7,800 GALLONS (30 GAL X 20 DAYS) 7 ROLL OFFS = 2,800 GALLONS (20 GAL X 20 DAYS) --L SWEEPERS = 2.400 GALLONS 54 (AVG: 490 GAL/MO) 26,400 (88.0%) 119 OTHER (AVG: 30 GAL/MO) 3,600 (12.0%) . ... ... .. \ " " , r, L.-J -' ~ ' ~. v ~. '--' " " >-- ~, ~ ~ ,.--, ,~, ~, :::r:: ..--1 r.......... ~ n , , , . <C '-'- '. 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RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,500,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF WHEREAS, the City of San Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Bernardino Joint Powers Financing Authority (the "Authority") for the purpose, among other" things, of issuing 13 bonds to be used to make loans to finance certain activities of the J.4 City and the Agency; and J.5 J.6 WHEREAS, the Authority and Security Pacific National 17 Bank, as succeeded as trustee by First Trust of California, J.8 National Association, entered into that certain Indenture of Trust J.9 dated as of September 27, 1989, which provided for the issuance of 20 the San Bernardino Joint Powers Financing Authority Public 2J. Facilities Lease Revenue Bonds, 1989 Series A (the "Prior Bonds") 22 which were secured by lease payments to be made by the City; and 23 24 WHEREAS, the City has requested that the Authority and 25 the Agency assist in refinancing the City's obligations in 26 connection with the Prior Bonds; and 27 28 WHEREAS, the Authority has determined to issue its Public - 1 - tJ/PIA :r tJ 7/1/17 1<1tA- tc;- . . . 1 Facilities Lease Revenue Refunding Bonds, 1997 Series A, in the 2 principal amount of not to exceed $10,500,000 (the "Bonds") 3 pursuant to and secured by the Indenture of Trust dated as of July 4 1, 1997 (the "Indenture") and loan the proceeds thereof to the 5 Agency; and 6 7 WHEREAS, in order to carry out the financing, the 8 Authority shall enter into a Loan Agreement with the Agency dated 9 as of July 1, 1997 (the "Loan Agreement") which shall be secured by 10 certain Base Rental Payments to be made by the City to the Agency 11 under that certain Library and Fire Station Lease Agreement dated 12 as of July 1, 1991' (the "Library and Fire Station Lease"); and 13 14 WHEREAS, the Authority shall assign its right to receive 15 payments under the Loan Agreement (the "Payments"), its right to 16 enforce payment of the Payments and otherwise to enforce its 17 interest and rights under the Loan Agreement in the event of a 18 default thereunder by the City, to the Trustee pursuant to the 19 Indenture to provide for the repayment of the Bonds; and 20 21 22 23 24 25 WHEREAS, Miller & Schroeder Financial, Inc., as 26 prospective underwriter of the Bonds (the "Underwriter") has 27 informed the Authority that it intends to submit an offer to 28 purchase the Bonds and shall cause to be prepared a Preliminary WHEREAS, the proceeds of the Bonds will be applied to refund the Prior Bonds, fund capitalized interest and a reserve fund and pay costs of issuance of the Bonds; and - 2 - r?t;' ~ I . . . 1 Official Statement and an Official Statement relating to such 2 Bonds, as may be necessary in the sale and marketing of the Bonds, 3 the form of which Preliminary Official Statement is presently on 4 file with the Secretary of the Authority; and 5 6 WHEREAS, the Authority has considered the terms of the 7 transaction as contemplated herein and desires at this time to 8 approve the terms of said transaction in the public interests of 9 the Authority. 10 11 NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING 12 AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 13 14 Section 1. Findings and Determinations. Pursuant to 15 Article 4 of the Act (the "Marks-Roos Act"), the Authority hereby 16 finds and determines that the issuance of the Bonds will cause 17 savings in effective interest rates, bond preparation and bond 18 underwriting costs and thereby will result in significant public 19 benefits to its members within the contemplation of Section 6586 of 20 the Marks-Roos Act. 21 22 Section 2. Issuance of the Bonds: Aoorova1 of Form of 23 Indenture: Authorization of and Direction for preoaration of Final 24 Form Thereof. The Authority hereby authorizes the issuance of the 25 Bonds under and pursuant to the Marks-Roos Act and the Indenture in 26 the principal amount of not to exceed $10,500,000 and the 27 preparation of certain financing documents related thereto which 28 are necessary to carry out the issuance of the Bonds. The - 3 - . . . ~ Authority hereby approves the form of Indenture as presently on 2 file with the Secretary of the Authority with such changes thereto 3 as may be approved by the Chairman, Administrator or Director of 4 the Authority and as necessary to incorporate the principal amount, S interest rate, maturity and redemption dates and such other term~ 6 and conditions with respect to the Bonds when such terms and 7 conditions have been ascertained. The Authority hereby further 8 authorizes and directs that the form of Indenture presently on file 9 with the Secretary be converted into the final form of Indenture, ~o authorizing the issuance of the Bonds together with such changes or ~~ modifications as deemed necessary or desirable by the Chairman, ~2 Administrator or Director of the Authority, upon the recommendation ~3 of Sabo & Green, a Professional Corporation ("Bond Counsel"). The ~4 Chairman, Vice-Chairman, Administrator, Director or such other ~S authorized officer of the Authority is hereby authorized and ~6 directed to execute and deliver, and the Secretary or Assistant ~7 Secretary is hereby authorized and directed to attest to, the final ~B form of the Indenture when the same has been prepared for and in ~9 the name of the Authority, and such execution and delivery shall be 20 deemed to be conclusive evidence of the approval thereof. The 2~ Authority hereby authorizes the delivery and performance of the 22 obligations under the Indenture. 23 24 Section 3. Approval of Final Form of Loan Aareement. 25 The Authority hereby approves the form of Loan Agreement (the "Loan 26 Agreement") presently on file with the Secretary together with any 27 changes ~herein or additions thereto as may be approved by the 28 Chairman, Administrator or Director and as necessary to incorporate - 4 - . . . ~ the principal amount, interest rate, maturity and prepayment dates, 2 pledge of security thereunder and such other terms and conditions 3 when such terms and conditions have been ascertained. The 4 Authority hereby further authorizes and directs that the form of S Loan Agreement presently on file with the Secretary be converted 6 into the final form thereof, together with such changes or 7 modifications as deemed necessary or desirable by the Chairman, 8 Administrator or Director of the Authority upon the recommendation 9 of Bond Counsel. The Chairman, Vice-Chairman, Administrator, ~o Director or such other authorized officer of the Authority is ~~ hereby authorized and directed to execute and deliver, and the ~2 Secretary or Assistant Secretary is hereby authorized and directed ~3 to attest to, the final form of the Loan Agreement when the same ~4 have been prepared and such execution and delivery shall be deemed ~S to be conclusive evidence of the approval thereof. The Authority 16 hereby authorizes the delivery and performance of the Loan 17 Agreement. U 19 Section 4. Sale of the Bonds. The Authority hereby 20 approves the sale of the Bonds by negotiated purchase with the 2~ Underwriter, pursuant to that certain Bond Purchase Agreement to be 22 provided by the Underwriter prior (the "Purchase Agreement"), and 23 the sale of the Bonds pursuant to the Purchase Agreement is hereby 24 approved. The Authority hereby further authorizes a form of 2S Purchase Agreement as presently on file with the Secretary, 26 together with any changes therein or additions thereto approved by 27 the Chairman, Administrator, Director or an authorized 28 representative of the Chairman and as necessary to incorporate the - S - 1" c;- I . . . 1 principal amount, the interest rate, the purchase price and such 2 other terms and conditions when such terms and conditions have been 3 ascertained. The Authority hereby authorizes and directs the 4 Underwriter to cause the preparation of the final Purchase 5 Agreement of which such terms are a part, and the Chairman, the 6 Vice-Chairman or such other authorized officer of the Authority is 7 hereby authorized and directed to evidence the Authority's 8 acceptance of the offer made by the Purchase Agreement by executing 9 and delivering the Purchase Agreement in said form as on file with 10 such changes therein as the officer or the officers executing the 11 same may approve, such approval to be conclusively evidenced by the 12 execution and delivery thereof." 13 14 Section 5. Approval of Final Forms of Continuina 15 Disclosure Aareement and Escrow Aareement. The Authority hereby 16 approves the forms of Continuing Disclosure Agreement and Escrow 17 Agreement presently on file with the Secretary together ,with any 18 changes therein or additions thereto as may be approved by the 19 Chairman, Administrator or Director and as necessary to incorporate 20 certain terms and conditions when such terms and conditions have 21 been ascertained. The Authority hereby further authorizes and 22 directs that the forms of Continuing Disclosure Agreement and 23 Escrow Agreement presently on file with the Secretary be converted 24 into the final forms thereof, together with such changes or 25 modifications as deemed necessary or desirable by the Chairman, 26 Administrator or Director of the Authority upon the recommendation 27 of Bond Counsel. The Chairman, Vice-Chairman, Administrator, 28 Director or such other authorized officer of the Authority is - 6 - 1-- . . . ~ hereby authorized and directed to execute and deliver, and the 2 Secretary or Assistant Secretary is hereby authorized and directed 3 to attest to, the final forms of the Continuing Disclosure 4 Agreement and Escrow Agreement when the same have been prepared and 5 such execution and delivery shall be deemed to be conclusive 6 evidence of the approval thereof. 7 8 Section 6. Official Statement. The Authority hereby 9 approves the form of the Preliminary Official Statement (the ~o "Preliminary Official Statement") presently on file with the ~~ Secretary and acknowledges that said document is in substantially ~2 final form pursuant to Rule 15c2-12 of the Securities Exchange Act ~3 of 1934. The Authority further authorizes the distribution of the ~4 Preliminary Official Statement as shall be necessary or required in ~5 connection with the sale of the Bonds to prospective purchasers ~6 thereof. The Authority hereby authorizes and directs that the ~7 Preliminary Official Statement be converted to a final Official ~8 Statement together with such changes or modifications as deemed ~9 desirable or necessary in the sale and marketing of the Bonds and 20 as approved by the Chairman, Administrator or Director upon the 2~ recommendation of Bond Counsel and the Underwriter. The Authority 22 hereby authorizes distribution of the Preliminary Official 23 Statement and the final Official Statement by the Underwriter when 24 the same have been prepared. The Chairman is hereby authorized and 25 directed to execute the final form of said Official Statement in 26 the name and on behalf of the Authority and to deliver the same to 27 the Underwriter upon execution thereof, together with the changes 28 or modifications approved by the Chairman. Execution of said final - 7 - y[f;;~1 e e e ~ Official Statement shall be conclusive evidence of approval 2 thereof, including any such changes and additions. 3 4 Section 7. Official Action. The Chairman, 5 Administrator, Director, Secretary, Bond Counsel and any and all 6 other officers of the Authority are hereby authorized and directed, 7 for and in the name and on behalf of the Authority, to do any and 8 all things and take any and all actions, including execution and 9 delivery of any and all assignments, certificates, requisitions, ~o agreements, notices, consents, instruments of conveyance, warrants ~~ and other documents, which they, or any of them, may deem necessary ~2 or advisable in order to consummate the lawful issuance and sale of ~3 the Bonds as described herein, including the distribution of the ~4 Preliminary Official Statement to any prospective purchasers when ~5 the same shall become available for distribution. Whenever in this ~6 Resolution any officer of the Authority is authorized to execute or ~7 countersign any document or take any action, such execution, ~B countersigning or action may be taken on behalf of such officer by ~9 any person designated by such officer to act on his or her behalf 20 in the case such officer shall be absent or unavailable. The 2~ Authority hereby appoints its Chairman as agent of the Authority 22 for purposes of executing any and all documents and instruments 23 which any officer of the Authority is authorized to execute 24 hereunder.. 25 26 The Authority hereby authorizes the payment of all costs 27 of issuance in connection with the issuance of the Bonds including 28 all legal fees of Bond Counsel, Underwriter's Counsel, bond - 8 - fc- . e J. printing and Trustee fees. Bills for all such items shall be 2 submitted to and approved by the Administrator or Director of the 3 Authority. 4 5 Section B. Aooroval of Financina Team; Direction for 6 Investments. The Authority hereby approves the following entities 7 for the respective category of services in connection with the 8 transactions contemplated by this resolution: 9 J.O Bond Counsel J.1 Underwriter 12 Underwriter's Counsel J.3 Trustee 14 J.5 J.6 J. 7 the Sabo & Green, a Professional Corporation Miller & Schroeder Financial, Inc. Hinshaw & Culbertson First Trust of California, National Association The Authority hereby directs the Underwriter to invest amounts held in the funds established under the Escrow . . . Council: 14 NEGRETE CURLIN 15 ARIAS OBERHELMAN 16 DEVLIN ANDERSON 17 MILLER 18 19 20 21 22 23 24 25 26 27 1 RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,500,000 PUBLIC 2 FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND 3 DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF 4 5 6 7 8 9 Section 9. Effective Date: Subject to City Approval.. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all respects to the approval by the City of the execution and delivery of the Lease Agreement and to the issuance of the Bonds by the Authority. I HEREBY CERTIFY that the foregoing Resolution was duly 10 adopted by the San Bernardino Joint Powers Financing Authority at 11 12 a special meeting thereof, held on the ____ day of 1997, by the following vote, to wit: 13 ~ ABSTAIN ABSENT ~ City Clerk The foregoing day of resolution is , 1997. hereby approved this Tom Minor, Chairman San Bernardino Joint Powers Financing Authority content: By: Authority 28 SBEO\0168\DOC\6 - 10 - . . . (g~ ~iJW 1 2 RESOLUTION NO. 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO 4 5 6 7 WHEREAS, the City of San Bernardino (the "City") and the 8 Redevelopment Agency of the City of San Bernardino (the "Agency") 9 have heretofore entered into a Joint Exercise of Powers Agreement 10 establishing the San Bernardino Joint Powers Financing Authority 11 (the "Authority") for the purpose, among other things, of issuing 12 bonds to be used to make loans to finance certain activities of the 13 City and the Agency; and 14 15 WHEREAS, the Authority and Security Pacific National 16 Bank, as succeeded as trustee by First Trust of California, 17 National Association, entered into that certain Indenture of Trust 18 dated as of September 27, 1989, which provided for the issuance of 19 the San Bernardino Joint Powers Financing Authority Public 20 Facilities Lease Revenue Bonds, 1989 Series A (the "Prior Bonds") 21 which were secured by lease payments to be made by the City; and 22 23 WHEREAS, the City has requested that the Authority and 24 the Agency assist in refinancing the City's obligations in 25 connection with the Prior Bonds and the provision of additional 26 funds for the construction and rehabilitation of the feuling 27 station located on the City Corporate Yard; and 28 III t/; h 'n1:::c. - 1 - tJ 7}'I/f7 RtL Co . . e 1 WHEREAS, the Authority has determined to issue its Public 2 Facilities Lease Revenue Refunding Bonds, 1997 Series A, in the 3 principal amount of not to exceed $11,500,000 (the UBonds") 4 pursuant to and secured by the Indenture of Trust dated as of July 5 1, 1997 (the UIndenture") and loan a portion of the proceeds. 6 thereof to the Agency to refund the Prior Bonds and other portion 7 to the City to cause the construction and rehabilitation of the 8 fueling station; and 9 10 WHEREAS, in order to carry out the financing; the 11 Authority shall enter into (i) a Loan Agreement with the Agency 12 dated as of July 1, 1997 (the uLoan Agreement") which shall be 13 secured by certain Base Rental Payments to be made by the City to 14 the Agency under that certain Library and Fire Station Lease 1.5 Agreement dated as of July 1, 1997 (the uLibrary and Fire Station 16 Lease") and (ii) a Corporate Yard Lease with the City dated as of 17 July 1, 1997 (the uCorporate Yard Lease"); and 18 19 WHEREAS, the Authority shall assign its right to receive 20 payments under the Loan Agreement and Corporate Yard Lease (the 21 "Payments"), its right to enforce payment of the Payments and 22 otherwise to enforce its interest and rights under the Loan 23 Agreement in the event of a default thereunder by the City, to the 24 Trustee pursuant to the Indenture to provide for the repayment of 25 the Bonds; and 26 27 28 . WHEREAS, the proceeds of the Bonds will be applied to refund the Prior Bonds, fund capitalized interest and a reserve - 2 - ( . . e of the Bonds and fund the fueling 1 fund, pay costs of issuance 2 station; and 3 4 WHEREAS, Miller & Schroeder Financial, Inc., as 5 prospective underwriter of the Bonds (the "Underwriter") has 6 informed the Authority that it intends to submit an offer to 7 purchase the Bonds and shall cause to be prepared a Preliminary 8 Official Statement and an Official Statement relating to such 9 Bonds, as may be necessary in the sale and marketing of the Bonds, 10 the form of which Preliminary Official Statement is presently on 11 file with the Secretary of the Authority; and 12 13 WHEREAS, the City has determined to approve the issuance 14 of the Bonds and the execution of the Library and Fire Station 15 Lease, and has duly considered such transactions and seeks at this 16 time to approve said transaction and documents in the public 17 interests of the City. 18 19 20 21 22 23 Section 1. Determinations. The City hereby finds and 24 determines that the refinancing of the City's obligations under the 25 Prior Bonds and the execution of the Library and Fire Station Lease 26 will result in significant public benefits. 27 I I I 28 III NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: - 3 - . . . 1 Section 2. Approval of Final Forms of Librarv and 2 Fire Station Lease and CorDorate Yard Lease. The City hereby 3 authorizes and approves the forms of Library and Fire Station Lease 4 and Corporate Yard Lease (the "Leases") presently on file with the 5 City Clerk together with any changes therein or additions thereto. 6 as may be approved by the Mayor when such terms and conditions have 7 been ascertained. The City hereby further authorizes and directs 8 that the forms of the Leases presently on file with the City Clerk 9 be converted into the final forms thereof, together with such 10 changes or modifications as deemed necessary or desirable by the 11 Mayor upon the recommendation of bond counsel. The Mayor or such 12 other authorized officer of the City is hereby authorized and 13 directed to execute and deliver, and the City Clerk is hereby 14 authorized and directed to attest to, the final forms thereof when 15 the same has been prepared. 16 17 Section 3. Issuance of the Bonds: Approval of Form of 18 Indenture of Trust. The City hereby authorizes the issuance of the 19 Bonds under and pursuant to the Act, the Government Code of the 20 State of California and the Indenture of Trust (The "Indenture") on 21 file with the City Clerk, in the principal amount not to exceed 22 $11,500,000 and the preparation of certain financing documents 23 related thereto which are necessary to carry out the issuance of 24 the Bonds. 25 26 27 28 Section 4. Disclosure Acrreement l\ooroval Final Form of Continuincr of Agreement. The City hereby and Escrow approves the forms of Continuing Disclosure Agreement and Escrow - 4 - . 1 Agreement presently on file with the City Clerk (the "Agreements") 2 together with any changes therein or additions thereto as may be 3 approved by the Mayor when such terms and conditions have been 4 ascertained. The City hereby further authorizes and directs that 5 the forms of Agreements presently on file with the City Clerk be 6 converted into the final forms thereof, together with such changes 7 or modifications as deemed necessary or desirable by the Mayor upon 8 the recommendation of Bond Counsel. The Mayor or such other 9 authorized officer of the City is hereby authorized and directed to 10 execute and deliver, and the City Clerk is hereby authorized and 11 directed to attest to, the final forms of the Agreements when the 12 same has been prepared and such execution and delivery shall be 13 deemed to be conclusive evidence of the approval thereof. . 14 . 15 Section 5. Official Action. The Mayor, the City 16 Clerk, Bond Counsel and any and all other officers or agents of the 17 City are hereby authorized and directed, for and in the name and on 18 behalf of the City, to do any and all things and take any and all 19 actions, including execution and delivery of any and all 20 assignments, agreements, notices, consents, instruments of 21 conveyance, warrants and other documents, which they, or any of 22 them, may deem necessary or advisable in order to consummate the 23 transaction contemplated hereby. Whenever in this Resolution any 24 officer of the City is authorized to execute or countersign any 25 document or take any action, such execution, countersigning or 26 action may be taken on behalf of such officer by any person 27 designated by such officer to act on his or her behalf in the case 28 such officer shall be absent or unavailable. The City hereby - 5 - ~ 1 appoints the Mayor as agent of the City for purposes of executing 2 any and all documents and instruments which any officer of the City 3 is authorized to execute hereunder. 4 5 The City hereby authorizes the Underwriter to invest 6 funds held in the Escrow Account established under the Escrow 7 Agreement and the Reserve Fund established under the Indenture in 8 Permitted Investments as defined in the Indenture. The City hereby 9 authorizes the transfer of certain reserve fund agreements from the funds to the funds and accounts established under the . . 10 Prior Bond 11 Indenture. 12 III 13 III 14 III 15 III 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 24 25 26 27 28 - 6 - . . 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY 2 THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED 3 THERETO 4 This Resolution shall Section 6. Effecti ve Date. 5 take effect from and after the date of its passage and adoption. 6 I HEREBY CERTIFY that the foregoing Resolution was duly 7 adopted by the Mayor and Common Council of the City of 8 9 San Bernardino at a meeting , 1997, thereof, held on the day of 10 by the following vote, to wit: 11 ~ ~ ABSTAIN ABSENT City Clerk The foregoing resolution is hereby approved this , 1997. Mayor of the City of San Bernardino form and ......... 25 26 SBEO\0168\DOC\035.WPD 27 28 - 7 - . 1 2 3 4 5 6 7 8 9 10 . . ~(Q)[F)V RESOLUTION NO. RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,250,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF WHEREAS, the City of San Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the "Agency") have heretofore entered into a Joint Exercise of Powers 11 Agreement establishing the San Bernardino Joint Powers Financing 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Authority (the "Authority") for the purpose, among other things, of issuing bonds to be used to make loans to finance certain activities of the City and the Agency; and WHEREAS, the Authority and Security Pacific National Bank, as succeeded as trustee by First Trust of California, National Association, entered into that certain Indenture of Trust dated as of September 27, 1989, which provided for the issuance of the San Bernardino Joint Powers Financing Authority Public Facilities Lease Revenue Bonds, 1989 Series A (the uPrior Bonds") which were secured by lease payments to be made by the City; and WHEREAS, the City has requested that the Authority and 27 the Agency assist in refinancing the City's obligations in 28 tl/H~//I - - 1 - {/ 1. '////f7 R-:LG-f . WHEREAS, in order to carry out the financing, the Authority shall enter into a Loan Agreement with the Agency dated e WHEREAS, the Authority proposes to transfer certain moneys to the City and in consideration therefore, the City shall transfer the City's Maintenance Facility Yard to the Authority and the Authority shall then lease the Maintenance Facility Yard back to the City pursuant to that certain Maintenance Facilities Lease dated as of June 1, 1997 (the "Maintenance Facilities Lease"); and e - 2 - . e 19 20 21 22 23 24 25 - 26 27 28 1 2 3 4 5 6 receive 7 8 Facility Lease (the "Payments"), its right to enforce payment of 9 the Payments and otherwise to enforce its interest and rights 10 under the Loan Agreement and Maintenance Facility Lease in the 11 event of a default thereunder by the City, to the Trustee 12 pursuant to the Indenture to provide for the repayment of the 13 Bonds; and 14 15 16 17 18 WHEREAS, the Authority shall pledge payments to be made under the Loan Agreement and Maintenance Facility Lease as security for the Bonds; and WHEREAS, payments the Authority shall assign its right to under the Loan Agreement and Maintenance WHEREAS, the proceeds of the Bonds will be applied to refund the Prior Bonds, fund certain capital' projects, fund capitalized interest and a reserve fund and pay costs of issuance of the Bonds; and WHEREAS, Miller & Schroeder Financial, Inc., as prospective underwriter of the Bonds (the "Underwriter") has informed the Authority that it intends to submit an offer to purchase the Bonds and shall cause to be prepared a Preliminary Official Statement and an Official Statement relating to such Bonds, as may be necessary in the sale and marketing of the - 3 - . 1 Bonds, the form of which Preliminary Official Statement is 2 presently on file with the Secretary of the Authority; and 3 4 5 6 7 8 9 10 11 12 13 . 14 15 16 17 . WHEREAS, the Authority has considered the terms of the transaction as contemplated herein and desires at this time to approve the terms of said transaction in the public interests of the Authority. NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Findinas and Determinations. Pursuant to 18 19 20 21 22 23 Article 4 of the Act (the "Marks-Roos Act"), the Authority hereby finds and determines that the issuance of the Bonds will cause savings in effective interest rates, bond preparation and bond underwriting costs and thereby will result in significant public benefits to its members within the contemplation of Section 6586 of the Marks-Roos Act. Section 2. Issuance of the Bonds: Aoproval of Form of 24 Indenture: Authorization of and Direction for Preparation of 25 Final Form Thereof. The Authority hereby authorizes the 26 issuance of the Bonds under and pursuant to the Marks-Roos Act 27 and the Indenture in the principal amount of not to exceed 28 - 4 - 17 18 19 20 21 22 23 24 25 ,e 26 27 28 - 5 - e e e 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Section 3. Approval of Final Forms of Loan Aareement. Maintenance Facility Lease Agreement. Aareement of Transfer and Grant Deed. The Authority hereby approves the forms of Loan Agreement, Maintenance Facility Lease, Agreement of Transfer and Grant Deed (the "Authority Documents") presently on file with the Secretary together with any changes therein or additions thereto as may be approved by the Chairman, Administrator or Director and as necessary to incorporate the principal amount, interest rate, maturity and prepayment dates, pledge of security thereunder and such other terms and conditions when such terms and conditions have been ascertained. The Authority hereby further authorizes and directs that the forms of Authority Documents presently on file with the Secretary be converted into the final forms of the Authority Documents, together with such changes or modifications as deemed necessary or desirable by the Chairman, Administrator or Director of the Authority upon the recommendation of Bond Counsel. The Chairman, Vice-Chairman, Administrator, Director or such other authorized officer of the Authority is hereby authorized and directed to execute and deliver, and the Secretary or Assistant Secretary is hereby authorized and directed to attest to, the final form of the Authority Documents when the same have been prepared and such execution and delivery shall be deemed to be conclusive evidence of the approval thereof. The Authority hereby authorizes the delivery and performance of the Authority Documents. - 6 - r e Section 4. Sale of the Bonds. The Authority hereby approves the sale of the Bonds by negotiated purchase with the Underwriter, pursuant to that certain Bond Purchase Agreement to be provided by the Underwriter prior (the "Purchase Agreement"), e e Section 5. Approval of Final Form of Continuin<;J The Authority hereby approves the form of - 7 - . 1 2 3 4, 5 6 7 8 9 10 11 e e - 8 - . . I. 28 - 9 - . . The Authority hereby authorizes the payment of all costs of issuance in connection with the issuance of the Bonds including all legal fees of Bond Counsel, Underwriter's Counsel, bond printing and Trustee fees. Bills for all such items shall be submitted to and approved by the Administrator or Director of the Authority. . - 10 - . . . 1 2 3 4 5 6 7 Bond Counsel Underwriter of Financina Aporoval Section B. Authority hereby approves the following entities respective category of services in connection transactions contemplated by this resolution: Team. for with The the the Sabo & Green, a Professional Corporation Miller & Schroeder Financial, Inc. Hinshaw & Culbertson First Trust of California, National Association - 11 - . . . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 By: RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,250,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF Section 9. Effective Date: Subject to City Aoorova1. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all respects to the approval by the City of the execution and delivery of the Lease Agreement and to the issuance of the Bonds by the Authority. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the San Bernardino Joint Powers Financing Authority at a special meeting thereof, held on the day of , 1997, by the following vote, to wit: ~ ABSTAIN ABSENT Council: NEGRETE CURLIN ARIAS OBERHELMAN DEVLIN ANDERSON MILLER AYE..S. The foregoing day of City Clerk resolution is hereby approved this , 1997. Tom Minor, Chairman San Bernardino Joint Powers Financing Authority content: Authority 28 SBEO\0168\DOC\6 - 12 - e e e 1 2 :l 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 2f 25 26 27 28 RESOLUTION NO. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A CERTAIN LOAN AGREEMENT AND LIBRARY AND FIRE STATION LEASE WHEREAS, the City of San Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Bernardino Joint Powers Financing Authority (the "Authority") for the purpose, among other things, of issuing bonds to be used to make loans to finance certain activities of the City and the Agency; and WHEREAS, the Authority and Security Pacific National Bank, as succeeded as trustee by First Trust of California, National Association, entered into that certain Indenture of Trust dated as of September 27, 1989, which provided for the issuance of the San Bernardino Joint Powers Financing Authority Public Facilities Lease Revenue. Bonds, 1989 Series A (the "Prior Bonds") which were secured by lease payments to be made by the City; and WHEREAS, the City has requested that the Authority and the Agency assist in refinancing the City's obligations in connection with the Prior Bonds and providing additional capital for certain other public improvements; and t:7/flf'!1/l 7// 1 CI,p'lH7 1<1. /If . . . 1 2 :I 4 Ii 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, in order to carry out the financing, the Authority shall enter into a Loan Agreement with the Agency dated as of June 1, 1997 (the "Loan Agreement") which shall be secured by certain Base, Rental Payments to be made by the City to the Agency under that certain Library and Fire Station Lease Agreement dated as of June 1, 1997 (the "Library and Fire Station Lease"); and WHEREAS, the Authority proposes to transfer certain moneys to the City and in consideration therefore, the City shall transfer the City's Maintenance Facility Yard to the Authority; and WHEREAS, the Authority shall lease the Maintenance Facility Yard to the City pursuant to that certain Maintenance Facilities Lease dated as of June 1, 1997 (the "Maintenance Facilities Lease") and WHEREAS, the Authority has determined to issue its Public Facilities Lease Revenue Refunding Bonds, 1997 Series A, in the principal amount of not to exceed $16,250,000 pursuant to and secured by the Indenture (the "Bonds") and loan the proceeds thereof to the City; and 2 1--- . . . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, the Authority shall pledge payments to be made under the Loan Agreement and Maintenance Facility Lease as security for the Bonds; and WHEREAS, the Authority shall assign its right to receive payments under the Loan Agreement and Maintenance Facility Lease (the "Payments"), its right to enforce payment of the Payments and otherwise to enforce its interest and rights under the Loan Agreement and Maintenance Facility Lease in the event of a default thereunder by the City, to the Trustee pursuant to the Indenture to provide for the repayment of the Bonds; and WHEREAS, the proceeds of the Bonds will be applied to refund the Prior Bonds, fund certain capital projects, fund capitalized interest and a reserve fund and pay costs of issuance of the Bonds; and WHEREAS, the Agency has considered the terms of the transaction as contemplated herein and desires at this time to approve the terms of said transaction in the public interests of the Agency. 3 . . . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION, ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Aoorova1 of Final Forms of Loan Aareement and Librarv and Fire Station Lease. The Agency hereby approves the forms of Loan Agreement and Library and Fire Station Lease (the "Agency Documents") presently on file with the Secretary together with any changes therein or additions thereto as may be approved by the Chairman, Administrator or Director and as necessary to incorporate certain terms and conditions when such terms and conditions have been ascertained. The Agency hereby further authorizes and directs that the forms of Agency Documents presently on file with the Secretary be converted into the final forms thereof, together with such changes or modifications as deemed necessary or desirable by the Chairman, Administrator or Director of the Authority upon the recommendation of Bond Counsel. The Chairman, Vice-Chairman, Administrator, Director or such other authorized officer of the Authority is hereby authorized and directed to execute and deli ver, and the Secretary or Assistant Secretary is hereby authorized and directed to attest to, the final forms of the Agency Documents when the same have been prepared and such execution and delivery shall be deemed to be conclusive evidence of the approval thereof. 4 e e e 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Section 2. Official Action. The Chairman, Administrator, Director, Secretary, Counsel and any and all other officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transaction contemplated herein. Whenever in this Resolution any officer of the Agency is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. The Agency hereby appoints its Chairman as agent of the Agency for purposes of executing any and all documents and instruments which any officer of the Authority is authorized to execute hereunder. /II III III III III III III III 5 . 1 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A CERTAIN LOAN AGREEMENT AND LIBRARY AND FIRE STATION LEASE 4 Section 3. This Resolution shall take effect upon 5 the date of its adoption. . 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 . I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community Development Commission of the City of San Bernardino at a thereof, held on the meeting day of , 1997, by the following vote, to wit: Commission Members: NEGRETE CURLIN ARIAS OBERHELMAN DEVLIN ANDERSON MILLER 8:iES. ill1Y..S. ABSENT ABSTAIN Secretary day of The foregoing resolution is hereby approved this , 1997. Tom Minor, Chairman Community Development Commission of the City of San Bernardino 1 content: By: SBEO\0168\DOC\7 . 9 10 11 12 13 . 14 15 16 17 18 19 20 21 . cg(Q)[PW 1 2 3 4 5 6 7 8 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AUTHORIZING CERTAIN LEASE AGREEMENTS, THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO AND THE TRANSFER OF CERTAIN PROPERTY TO THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY WHEREAS, the City of San Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Bernardino Joint Powers Financing Authority (the "Authority") for the purpose, among other things, of issuing bonds to be used to make loans to finance certain activities of the City and the Agency; and WHEREAS, the Authority and Security Pacific National Bank, as succeeded as trustee by First Trust of California, National Association, entered into that certain Indenture of Trust dated as of September 27, 1989, which provided for the issuance of the San Bernardino Joint Powers Financing Authority Public Facilities Lease Revenue Bonds, 1989 Series A (the "Prior Bonds") which were secured by lease payments to be made by the 22 23 24 25 City; and WHEREAS, the City has requested that the Authority and 26 the Agency assist in refinancing the City's obligations in 27 connection with the Prior Bonds and providing additional capital 28 for certain other public improvements; and - 1 - 0-';9/17 I<1-L 6)1!!il771.1 /f . WHEREAS, the Authority proposes to transfer certain moneys to the C~ty and in consideration therefore; the City shall transfer the City's Maintenance Facility Yard to the Authority . WHEREAS, the Authority has determined to issue its Public Facilities Lease Revenue Refunding Bonds, 1997 Series A, in the principal amount of not to exceed $16,250,000 (the "Bonds") pursuant to and secured by the Indenture of Trust dated as of June 1, 1997 (the "Indenture") and loan the proceeds thereof to the City; and . - 2 - . . WHEREAS, the proceeds of the Bonds will be applied to refund the Prior Bonds, fund certain capital projects, fund capitalized interest and a reserve fund and pay costs of issuance of the Bonds; and WHEREAS, Miller & Schroeder Financial, Inc. , as prospective underwriter of the Bonds (the "Underwriter") has informed the Authority that it intends to submit an offer to purchase the Bonds and shall cause to be prepared a Preliminary Official Statement and an Official Statement relating to such Bonds, as may be necessary in the sale and marketing of the Bonds, the form of which Preliminary Official Statement is presently on file with the Secretary of the Authority; and WHEREAS, the City has determined to approve the . 4It 1 under the Grant Deed, and has duly considered such transactions 2 and seeks at this time to approve said transaction and documents 3 4 1) 6 7 8 9 10 11 12 13 . 14 15 16 17 19 20 21 22 23 24 25 26 . 27 in the public interests of the City. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Determinations. The City hereby finds and determines that the sale of the Property will result in significant public benefits. Section 2. Aporoval of Final Form of Librarv and Fire Station Lease. Maintenance Facili tv Lease. Aareement of Transfer and Grant Deed. The City hereby authorizes and approves the forms of Library and Fire Station Lease, Maintenance 18 Facility Lease, Agreement of Transfer and Grant Deed (the "City Documents") presently on file with the City Clerk together with any changes therein or additions thereto as may be approved by the Mayor when such terms and conditions have been ascertained. The City hereby further authorizes and directs that the forms of the City Documents presently on file with the City Clerk be converted into the final forms thereof, together with such changes or modifications as deemed necessary or desirable by the Mayor upon the recommendation of bond counsel. The Mayor or such 28 other authorized officer of the City is hereby authorized and - 4 - e e e 1 directed to execute and deliver, and the City Clerk is hereby 2 authorized and directed to attest to, the final forms of the City 3 Documents when the same have been prepared. 4 5 Issuance of the Bonds: Approval of Form The City hereby authorizes the issuance pursuant to the Act, the Government Code of the State of California and the Indenture of Trust (The Section 3. 6 of Indenture of Trust. 7 of the Bonds under and "Indenture") on file with the City Clerk, in the principal amount not to exceed $16,250,000 and the preparation of certain financing documents related thereto which are necessary to carry out the issuance of the Bonds. . . . 1 authorized and directed to attest to, the final form of the 2 Continuing Disclosure Agreement when the same has been prepared 3 and such execution and delivery shall be deemed to be conclusive 4 evidence of the approval thereof. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Section 5. Official Action. The Mayor, the City Clerk, Bond Counsel and any and all other officers or agents of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transaction contemplated hereby. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. The City hereby appoints the Mayor as agent of the City for purposes of executing any and all documents and instruments which any officer of the City is authorized to execute hereunder. The City hereby authorizes the transfer of certain reserve fund agreements from the Prior Bond funds to the funds and accounts established under the Indenture. The Underwriter is - 6 - I e e e 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AUTHORIZING CERTAIN LEASE AGREEMENTS, THE FORMS OF 2 CERTAIN DOCUMENTS RELATED THERETO AND THE TRANSFER OF CERTAIN 3 PROPERTY TO THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY 4 5 Section 6. Effective Date. This Resolution shall 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 take effect from and after the date of its passage and adoption. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting day of thereof, held on the , 1997, by the following vote, to wit: ABSTAIN ABSENT Council :' NEGRETE CURLIN ARIAS OBERHELMAN DEVLIN ANDERSON MILLER ~ ~ City Clerk day of The foregoing resolution is hereby approved this , 1997. Mayor of the City of San Bernardino By: SBEO\016B\9 - 8 -