HomeMy WebLinkAboutR34-Economic Development Agency
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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
REOUEST FOR COMMISSION/COUNCIL ACTION
FROM: Gary Van Osdel
Executive Director
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Joint Powers Financing Authority
Subordinate Tax Allocation Bond
Series 2002A
DATE: February 22,2002
Svnopsis of Previous Commission/Conncil/Committee Action(s):
On October 15, 2001, the Community Development Commission reviewed and discussed potential Agency
refInancing and new bond issues.
On November 19, 2001, the Community Development Commission approved resolutions for the refunding of the
1995 Series A Bonds.
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Recommended Motion(s):
(Joint Powers Financinl!: Anthoritv)
MOTION A: A RESOLUTION OF THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SAN
BERNARDINO JOINT POWERS FINANCING AUTHORITY
SUBORDINATED TAX ALLOCATION BONDS, SERIES 2002A IN A
TOTAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$14,000,000, APPROVING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING THEIR PREPARATION, EXECUTION AND DELIVERY,
(Recommended Motions Continued Next Page)
Contact Person(s): Garv Van OsdellBarbara Lindseth
Phoue:
663-1044
Project Area(s):
All
Ward(s): All
Supporting Data Attached:l&l Staff Report iii Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Ltr/Memo
FUNDING REQUIREMENTS: Amount: $975.000 vr
Source: Tax Increment
SIGNATURE:
Budget Authority: Reauested
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Barbara Lindseth
Administrative Services Director
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Commission/Council Notes:
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BL:Agenda CDC Bond Series B
COMMISSION MEETING AGENDA
MEETING DATE: 03/04/2002
Agenda Item Number:
R3'-/
r
Joint Powers Financing Anthority Subordinate Tax Allocation Bond Series 2002A
(Recommended Motions Continued)
(Community DeveloDment Commission)
MOTION B: A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING
ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO, THE BORROWING OF FUNDS FROM THE
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY IN A
TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$14,000,000, AUTHORIZING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING THEIR PREPARATION, EXECUTION AND DELIVERY.
MOTION C: That the Community Development Commission approve the staff
recommendations for the prioritization of the use of the bond proceeds for
the proposed Subordinate Tax Allocation Bond, Series 2002A.
(Mavor and Common Council)
MOTION D: A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO AUTHORIZING THE
BORROWING BY THE REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO FROM THE SAN BERNARDINO JOINT
POWERS FINANCING AUTHORITY IN A TOTAL AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $14,000,000,
AUTHORIZING THE FORM OF CERTAIN LEGAL DOCUMENTS
RELATED THERETO AND AUTHORIZING AND DIRECTING THEIR
PREPARATION, EXECUTION AND DELIVERY.
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BL:Agenda CDC Bond Series B
COMMISSION MEETING AGENDA
MEETING DATE: 03/04/2002
Agenda Item Number: J!3f.-
I
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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Joint Powers Financinl! Authority Subordinate Tax Allocation Bond Series 2002A
Backl!round
On October 15, 2001, the Community Development Commission ("Commission") conducted a
workshop in the Economic Development Agency ("Agency") boardroom to consider a
presentation by Agency staff regarding several current bond refinancing and new bond issuance
options. The Agency had the potential to receive upwards of $8.75 million dollars of additional
monies (after payment of the Sumitomo Loan) if all of the refinancing and new money bond
issues were accomplished as presented to the Commission during the workshop.
The three (3) bond issues for which the Agency expected to receive net funds were as follows:
1. Forward Refunding of the 1995 Series A Tax Allocation Bonds - $2.2 Million
2. New Bond Financing for the Mount Vernon Redevelopment Project - $3,121,000
3. Refinancing of the 1995 Series B Tax Allocation Bonds into an Insured Series A Portion
and an Uninsured Series B Portion - $10.0 million
Also, in connection with the preparation of the bond documents, the disclosures to be made in
the Official Statement, and the negotiations with the bond insurer, it was necessary to develop a
list of potential projects to be funded from each ofthe proposed bond issues. On November 5,
2001, the Commission approved the priority list of proposed projects to be funded with bond
proceeds for Mount Vernon Redevelopment Project, and the Forward Refunding of the 1995
Series A Tax Allocation Bonds, with the priority list of refinancing of the 1995 Series B Tax
Allocation Bonds to be considered at a later date.
On November 19, 2001, the Commission approved resolutions for the Forward Refunding and
the issuance of the Mount Vernon Tax Allocation Bonds. On January 24,2001, bonds in the
amount of $3,635,000 were issued for the Mount Vernon Redevelopment Project Area, which
netted to the Agency $3,121,000.
Current Issue
At this time, the Agency is proceeding with the Forward Refunding of the 1995 Series A Tax
Allocation Bonds, which was to result in net present value funds to the Agency in the estimated
amount of $2.2 million. Because the 1995 Series A Bonds have been previously refunded twice,
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BL:Agenda CDC Bond Series B
COMMISSION MEETING AGENDA
MEETING DATE: 03/04/2002
Agenda Item Number: K31.(
Joint Powers Financing Anthority Subordinate Tax Allocation Bond Series 2002A
Staff Report
Page-2-
the first optional call date for the 1995 Series A Bonds is October 1, 2005 at 102%. At that time
there will be $76,905,000 in outstanding Series A Bonds at an average 5.70% interest rate. The
next call dates are October 1, 2006 at 101 %, at par on October 1, 2007 and semi-annual
thereafter. In the Forward Refunding 1995 Series A structure, the Underwriter buys the right to
purchase refunding bonds from the Joint Powers Financing Authority ("Authority") on the first
call date of October 1,2005 and semi-annually until October 1, 2008. For the option rights to do
either an advanced or current refunding of the bonds, the Underwriter was to pay the Agency an
estimated $2.2 million in present value savings. If the Underwriter exercises the option, upon
notice from the Underwriter, the Authority will call its outstanding debt and issue new refunding
bonds to the Underwriter on the specified forward settlement date. Maximum interest rates will
be established so that if interest rates increase above an upset amount, the Agency will not be
required to issue the refunding bonds on the future date. If the Underwriter does not exercise the
option, the Authority retains its rights to call the bonds in the future.
Since, the last Commission meeting on this issue, the financing team has been working with
FSA, the bond insurer, to get a new insurance commitment. Steve McClure, the original analyst
on the 1995 bond transaction, came to the City from San Francisco to tour the redevelopment
project areas. Mr. McClure was with Capital Guaranty when the bonds were issued in 1995, but
since then Capital Guaranty has been acquired by FSA. When Mr. McClure took the current
proposed transaction to his FSA committee, the committee indicated that they would not have
insured the 1995 bond issue and, therefore, they asked for a substantially higher fee than
anticipated. This higher fee made the current proposed transaction too expensive. However,
after further negotiations, terms of the agreement were met and the deal is basically as presented
above, with a lesser amount to be netted by the Agency. The Agency now expects to receive
approximately $1. 7 million, instead of $2.2 million, with the potential of another $100,000 if the
bonds are called by the Underwriter prior to 2005.
When originally presented to the Commission there was to be a refunding of approximately $9.0
million of the non-rated Series B Bonds at a 7% rate to AAA insured Series A Bonds at an
average coupon rate of 4.7%. The bond insurer, FSA, would not allow this to happen. Further,
there was to be a refunding of the remaining non-rated Series B Bonds with the 7% rate to a 5.8%
rate. Since then, rates have risen to approximately 6.5% whereby the debt service payment
savings are no longer available. The bond coverage test was to be reduced from 1.25x to I. lOx
to allow for the maximum of new money, but FSA would not make this change.
However, the ability to borrow new money still exists at a rate of6.5% instead of the 5.8% rate
anticipated. If the Agency issued Subordinate Tax Allocation bond debt in the amount of
approximately $12.0 million the Agency could net approximately $10.0 million. From this $10.0
million the Agency would then have the funds to prepay the Sumitomo Loan of $6.575 million,
plus an estimated prepayment fee of $350,000. Debt service on this subordinate bond issue
BL:Agenda CDC Bond Series B
COMMISSION MEETING AGENDA
MEETING DATE: 03/04/2002
Agenda Item Number: R ~ 4
Joint Powers Financing Authority Subordinate Tax Allocation Bond Series 2002A
Staff Report
Page - 3-
would be approximately $975,000 per year. When added to the existing debt service of
approximately $8.5 million per year, the total annual debt service would be approximately $9.5
million.
At this time it is also necessary to adopt a priority list of projects that the bond proceeds from the
proposed Subordinate Tax Allocation Bonds, Series 2002A, may be used for. On November 5,
2001, the Commission approved the following list for the use of the Forward Refunding bond
proceeds. Since the total priority list exceeds the amount of bond proceeds to be received from
both bond issues, after repayment of the Sumitomo Loan, the same list is proposed for the new
bond issue.
1. Downtown Parking Structure on F Street 4th to 5th $2,500,000
2. HUB Project - Supplemental funding for acquisition cost overruns $1,200,000
3. California Theatre improvements $1,200,000
4. Five Level parking Garage - Phase II of seismic retrofit $1.400.000
Total $6.300.000
Fiscal Impact
Currently, the debt service on the outstanding balance of the Sumitomo Loan is approximately
$700,000 per year. Debt service on the new Series tJ Bonds will be approximately $975,000 per
year, which includes the refunding of the Sumitomo Loan. Therefore, new debt is approximately
$275,000 per year.
Recommendation
That the Community Development Commission, the Mayor and Common Council and the Joint
Powers Financing Authority adopt the attached Resolutions for issuance of Subordinate Tax
Allocation Bonds, Series 2002A, and approve staff recommendations for the prioritization of the
use of bond proceeds for the Subordinate Tax Allocation Bond, Series 2002A.
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Barbara Lindseth
Administrative Services Director
BL:Agenda CDC Bond Series B
COMMISSION MEETING AGENDA
MEETING DATE: 03/04/2002
Agenda Item Number: f( 3 LI
RESOLUTION NO.
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A RESOLUTION OF THE SAN BERNARDINO JOINT
POWERS FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE OF SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY SUBORDINATED TAX
ALLOCATION BONDS, SERIES 2002A IN A TOTAL
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$14,000,000, APPROVING THE FORM OF CERTAIN
LEGAL DOCUMENTS RELATED THERETO AND
AUTHORIZING AND DIRECTING THEIR
PREPARATION, EXECUTION AND DELIVERY
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WHEREAS, the City of San Bernardino, California (the "City") is a municipal
corporation and charter city, duly organized and existing pursuant to the provisions of the
constitution of the State of California; and
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12 WHEREAS, the Redevelopment Agency of the City of San Bernardino is a
13 public body, corporate and politic (the "Agency") duly organized and existing pursuant to the
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WHEREAS, the City and 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 of issuing bonds, the proceeds of which may be
loaned to any of its members to finance public capital improvements; and
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WHEREAS, the Authority has heretofore issued its Tax Allocation Refunding
Bonds, Series 1995A (the "Series 1995A Bonds" or the "Prior Bonds") and its Subordinated
Tax Allocation Refunding Bonds, Series 1995B (the "Series 1995B Bonds") (the Series 1995A
Bonds and the Series 1995B Bonds being hereinafter from time to time referred to as the "1995
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Bonds"); and
S82002:6094.1
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WHEREAS, the 1995 Bonds were issued in order to enable the Authority to
make seven (7) loans to the Agency to refund the Authority's outstanding $7,120,000 Tax
Allocation Bonds, 1990 Series B (Tri-City Redevelopment Project); $5,200,000 Tax Allocation
Refunding Bonds (Central City North Redevelopment Project Area, Issue of 1988; $3,025,000
Tax Allocation Bonds (Central City North Redevelopment Project Area), Issue of 1988;
$12,800,000 Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4);
$5,830,000 Tax Allocation Bonds 1990 Series D (State College Project No.4); $9,575,000 Tax
Allocation Bonds, Issue of 1994 (Police Station Financing Project); $6,725,000 Tax Allocation
Refunding Bonds, Issue of 1993 (Southeast Industrial Park Redevelopment Project Area);
$5,130,000 Tax Allocation Bonds, 1990 Series F (Southeast Industrial Park Redevelopment
Project Area); $2,940,000 Tax Allocation Bonds, 1990 Series E (Northwest Redevelopment
Project); $3,400,000 Tax Allocation Bonds, 1990 Series A (South Valle Redevelopment
Project) and $1,730,000 Tax Allocation Bonds, 1990 Series C (Uptown Redevelopment
Project), as well as the Agency's outstanding $11,410,000 Redevelopment Agency of the City
of San Bernardino, Southeast Industrial Park Redevelopment Project Area, Tax Allocation
Refunding Bonds, Issue of 1988 and $1,525,000 Redevelopment Agency of the City of San
Bernardino Southeast Industrial Park Redevelopment Project Area, Tax Allocation Bonds, Issue
of 1988, and to finance certain redevelopment activities; and
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Authority desires to assist the Agency by the issuance of, a total aggregate principal amount of
WHEREAS, the 1995 Bonds are secured by the tax increment revenues from
each respective redevelopment area enumerated above, including the State College Project No.
4, the Southeast Industrial Park, the Northwest Redevelopment Project Area, the Tri-City
Redevelopment Project Area, the Uptown Redevelopment Project Area, the South Valle
Redevelopment Project Area and the Central City North Redevelopment Project Area
(collectively, the "Project Areas"); and
58200206094.1
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1 not to exceed $14,000,000 San Bernardino Joint Powers Financing Authority Subordinate Tax
2 Allocation Bonds, Series 2002A (the "Bonds") which shall be subordinate to the 1995 Series A
3 Bonds and on parity with the 1995 Series B Bonds; and
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WHEREAS, the proceeds of the Bonds will be used to make certain loans to the
Agency to (i) provide for costs of issuance of, and reserve funds for, the Bonds and (ii) provide
monies for certain redevelopment projects and activities within the Project Areas and certain
capital improvement projects outside of the Project Areas or within another Project Area which
are of benefit to all or anyone of the Project Areas, as may be authorized pursuant to the CRL
and subject to such actions and findings as may be required to be taken hereafter by the
Authority, Mayor and Common Council ofthe City and the Agency; and
WHEREAS, the Bonds shall be issued pursuant to the Marks-Roos Local Bond
Pooling Act of 1985, codified at California Government Code Section 6584 et seq. (the "Act");
and
WHEREAS, the Bonds shall be issued pursuant to an Indenture of Trust by and
between the Authority and U.S. Bank N.A., as trustee, in form similar to that currently on file
with the Secretary of the Agency (the "Indenture"); and
WHEREAS, Kinsell, Newcomb & De Dios, Inc., as prospective purchaser of the
Bonds (the "Original Purchaser"), 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, a form of which Preliminary Official Statement is presently on file with the
Secretary ofthe Authority; and
S82oo2:6094.1
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1 WHEREAS, the governing board of the Authority (the "Board") has duly
2 considered the terms of such transactions as contemplated herein and find that approval of the
3 issuance of the Bonds at this time is in the best interests of the Authority, Agency and City.
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NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
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2S The Chair and the Executive Director or such other authorized officer ofthe Authority is
hereby authorized and directed to execute and deliver, and the Secretary or Assistant Secretary
SECTION I. Findings and Determinations. Pursuant to the Act, the Board hereby
finds and determines that issuance of the Bonds will result in savings in effective interest rates,
Bond underwriting or Bond issuance costs and shall therefore result in significant public
benefits to its members within the contemplation of Government Code Section 6586.
SECTION 2. Issuance of the Bonds. The Board hereby authorizes the issuance of
the Bonds in the principal amount of not to exceed $14,000,000 as junior lien bonds. The Board
further authorizes preparation of the financing documents necessary to issue the Bonds pursuant
to the Indenture.
SECTION 3. Approval of Final Form of Indenture. The Board hereby approves the
form of Indenture on file with the Secretary of the Authority with such changes as may be
approved by the Chair of the Authority and as necessary to incorporate the principal amount,
interest rate, maturity and redemption dates and such other terms and conditions with respect to
the Bonds when such terms and conditions have been ascertained. The Board hereby further
authorizes and directs the conversion of the Indenture filed with the Secretary into the final
form of Indenture, together with such changes or modifications as deemed necessary or
desirable by the Chair or the Executive Director upon the recommendation of Bond Counsel.
SB2002:6094.1
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is hereby authorized and directed to attest to the final form of the Indenture when the same has
been prepared for and in the name of the Authority, and such execution and delivery shall be
deemed as conclusive evidence of the approval thereof. The Board hereby authorizes delivery
and performance ofthe Indenture.
SECTION 4. Approval of Final Forms of Loan Agreements. The Board hereby
approves the form of Loan Agreements currently on file with the Secretary, together with any
changes therein or additions thereto as may be approved by the Chair or the Executive Director
and as necessary to incorporate the principal amount, interest rate, maturity, prepayment dates
and such other terms and conditions when such terms and conditions have been ascertained.
The Board hereby further authorizes and directs the conversion of the form of Loan Agreements
into the final form thereof, as necessary, for each of the individual Project Areas, together with
such changes or modifications as deemed necessary or desirable by the Chair or the Executive
Director upon the recommendation of Bond Counsel. The Chair or the Executive 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 Loan Agreements. The Authority further authorizes and directs Authority
Staff together with the Original Purchaser to obtain bids or proposals for any investment of
funds to be held and maintained either within the Loan Agreements or by the Agency or the
Trustee pursuant to the Indenture, including the investment of the reserve funds, any other debt
service funds.
SECTION 5. Sale of the Bonds. The Board hereby approves the sale of the Bonds
by negotiated purchase with the Purchaser, pursuant to that certain Bond Purchase Contract as
presently on file with the Secretary, and the sale of the Bonds pursuant to the Bond Purchase
Contract is hereby approved. The Board hereby further authorizes the form of Bond Purchase
Contract as presently on file with the Secretary, together with any changes therein or additions
thereto approved by the Chair or an authorized representative of the Chair, and as necessary to
SB2002:6094.1
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incorporate the principal amount, the interest rate, the purchase price and such other terms and
conditions with respect to the Bonds, when such terms and conditions have been ascertained.
The Board hereby authorizes and directs the Purchaser to cause the preparation of the final
Bond Purchase Contract of which such terms are a part, and the Chair or Executive Director or
such other authorized officer of the Authority is hereby authorized and directed to evidence the
Authority's acceptance of the offer made by the Bond Purchase Contract by executing and
delivering the Bond Purchase Contract in said form as on file with such changes therein as the
officer or the officers executing the same may approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
SECTION 6. Official Statement. The Board hereby approves the form of the
Preliminary Official Statement (the "Preliminary Official Statement") presently on file with the
Secretary. The Board hereby authorizes and directs that the Preliminary Official Statement be
converted to the final Official Statement together with such changes or modifications as deemed
desirable or necessary in the sale and marketing of the Bonds and as approved by the Chair or
Executive Director upon the recommendation of Bond Counsel and the Purchaser. The Board
hereby authorizes distribution of the Preliminary Official Statement and the final Official
Statement by the Purchaser when the same have been prepared. The Chair is hereby authorized
and directed to execute the final form of the Official Statement in the name and on behalf of the
Authority and to deliver the same to the Purchaser upon execution thereof, together with the
changes or modifications approved by the Chair and the Executive Director. Execution of the
final Official Statement shall be conclusive evidence of approval thereof, including any such
changes and additions.
SECTION 7. Official Action. The Chair, the Executive Director, Secretary,
Authority Counsel, Bond Counsel and any and all other officers of the Authority are hereby
authorized and directed, on behalf of the Authority, to do any and all things and take actions,
including execution and deliver of any and all assignments, certificates, requisitions,
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agreements, notices, consents, instruments of conveyance, warrants and other documents as
may be approved by Bond Counsel and as may be reasonably necessary or required to
consummate the lawful issuance and sale of the Bonds, as described herein, including
distribution of the Preliminary Official Statement to any prospective purchasers when the same
shall become available for distribution. Whenever this Resolution authorizes any officer of the
Authority 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 if such officer shall be absent or unavailable.
The Board hereby authorizes the payment of all costs of issuance in connection with the
issuance of the Bonds, including all legal fees of Bond Counsel, special tax counsel, Bond
printing, Trustee fees, and Purchaser's counsel. Bills for all such items shall be submitted to
and approved by the Executive Director ofthe Agency.
S8200206094.1
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A RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY AUTHORIZING THE ISSUANCE OF SAN BERNARDINO JOINT
POWERS FINANCING AUTHORITY TAX ALLOCATION BONDS, SERIES 2002A IN
A TOTAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $14,000,000,
APPROVING THE FORM OF CERTAIN LEGAL DOCUMENTS RELATED
THERETO AND AUTHORIZING AND DIRECTING THEIR PREPARATION,
EXECUTION AND DELIVERY
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SECTION 9. Effective Date: Subiect to Agencv Approval. This Resolution shall
take effect upon the date of its adoption. This Resolution shall be subject, in all respects, to the
approval by the Agency ofthe execution and delivery ofthe Loan Agreement.
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9 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the San
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Bernardino Joint Powers Financing Authority at a
meeting thereof, held on the
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_thdayof
, 2002, by the following vote, to wit:
AYES:
Members
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IS
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2002.
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and legal
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By:
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NAYS:
ABSENT:
Secretary
The foregoing Resolution is hereby approved this _ day of
Judith Valles, Chair
San Bernardino Joint Powers
Financing Authority
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
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I, , Secretary of the San Bernardino Joint Powers
Financing Authority, DO HEREBY CERTIFY that the foregoing and attached copy of San
Bernardino Joint Powers Financing Authority Resolution No. is a full, true and
correct copy ofthat now on file in this office.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the Joint Powers Financing Authority this day of ,2002.
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Secretary
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5B2002:6094.1
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RESOLUTION NO.
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO
AUTHORIZING ON BEHALF OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, THE BORROWING OF FUNDS FROM
THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY IN A TOTAL AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $14,000,000,
AUTHORIZING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND
AUTHORIZING AND DIRECTING THEIR
PREPARATION, EXECUTION AND DELIVERY
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WHEREAS, the City of San Bernardino, California (the "City") is a municipal
corporation and charter city, duly organized and existing pursuant to the provisions of the
constitution of the State of California; and
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WHEREAS, the Community Development Commission of the City of San
Bernardino (the "Commission") is the governing body of the Redevelopment Agency of the
City of San Bernardino (the "Agency"), a public body, corporate and politic, organized and
existing pursuant to the California Community Redevelopment Law (Health and Safety Code
Section 33000, et seQ.) (the "CRL"); and
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WHEREAS, the City and 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 of issuing bonds, the proceeds of which may be
loaned to any of its members to finance public capital improvements; and
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WHEREAS, the Authority has heretofore issued its Tax Allocation Refunding
Bonds, Series 1995A (the "Series 1995A Bonds" or the "Prior Bonds") and its Subordinated
Tax Allocation Refunding Bonds, Series 1995B (the "Series 1995B Bonds" (the Series 1995A
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S8200206099.1
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1 Bonds and the Series 1995B Bonds being hereinafter from time to time referred to collectively
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WHEREAS, the 1995 Bonds were issued in order to enable the Authority to
make seven (7) loans to the Agency to refund the Authority's outstanding $7,120,000 Tax
Allocation Bonds, 1990 Series B (Tri-City Redevelopment Project); $5,200,000 Tax Allocation
Refunding Bonds (Central City North Redevelopment Project Area, Issue of 1988; $3,025,000
Tax Allocation Bonds (Central City North Redevelopment Project Area), Issue of 1988;
$12,800,000 Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4);
$5,830,000 Tax Allocation Bonds 1990 Series D (State College Project No.4); $9,575,000 Tax
Allocation Bonds, Issue of 1994 (Police Station Financing Project); $6,725,000 Tax Allocation
Refunding Bonds, Issue of 1993 (Southeast Industrial Park Redevelopment Project Area);
$5,130,000 Tax Allocation Bonds, 1990 Series F (Southeast Industrial Park Redevelopment
Project Area); $2,940,000 Tax Allocation Bonds, 1990 Series E (Northwest Redevelopment
Project); $3,400,000 Tax Allocation Bonds, 1990 Series A (South Valle Redevelopment
Project) and $1,730,000 Tax Allocation Bonds, 1990 Series C (Uptown Redevelopment
Project), as well as the Agency's outstanding $11,410,000 Redevelopment Agency of the City
of San Bernardino, Southeast Industrial Park Redevelopment Project Area, Tax Allocation
Refunding Bonds, Issue of 1988 and $1,525,000 Redevelopment Agency of the City of San
Bernardino Southeast Industrial Park Redevelopment Project Area, Tax Allocation Bonds, Issue
of 1988, and to finance certain redevelopment activities, pay costs of issuance of the 1995
Bonds and establish certain reserve funds; and
WHEREAS, the 1995 Bonds are secured by the tax increment revenues from
each respective redevelopment area enumerated above, including the State College Project No.
4, the Southeast Industrial Park, the Northwest Redevelopment Project Area, the Tri-City
Redevelopment Project Area, the Uptown Redevelopment Project Area, the South Valle
S82002:6099.1
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Redevelopment Project Area and the Central City North Redevelopment Project Area
2 (collectively, the "Project Areas"); and
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WHEREAS, the Agency has requested that the Authority issue, and the
Authority desires to assist the Agency by the issuance of, a total aggregate principal amount of
not to exceed $14,000,000 San Bernardino Joint Powers Financing Authority Tax Allocation
Bonds, Series 2002A (the "Bonds") which shall be subordinate to the Series 1995A Bonds and
on parity with the Series 1995B Bonds; and
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24 WHEREAS, Kinsell, Newcomb & De Dios, Inc., as prospective purchaser of the
25 Bonds (the "Original Purchaser"), 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
WHEREAS, the proceeds of the Bonds will be used to make certain loans to the
Agency to (i) provide for costs of issuance of, and reserve funds for, the Bonds and (ii) provide
monies for certain redevelopment projects and activities within the Project Areas and certain
capital improvement projects outside of the Project Areas or within another Project Area which
are of benefit to all or anyone of the Project Areas, as may be authorized pursuant to the CRL
and subject to such actions and findings as may be required to be taken hereafter by the
Authority, Mayor and Common Council of the City and the Agency; and
WHEREAS, the Bonds shall be issued pursuant to the Marks-Roos Local Bond
Pooling Act of 1985, codified at California Government Code Section 6584 et seQ. (the "Act");
and
WHEREAS, the Bonds shall be issued pursuant to an Indenture of Trust by and
between the Authority and U.S. Bank N.A., as trustee, in form similar to that currently on file
with the Secretary ofthe Agency (the "Indenture"); and
SB2002:6099.1
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1 Official Statement, a form of which Preliminary Official Statement is presently on file with the
2 Secretary ofthe Authority; and
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WHEREAS, the Commission has duly considered the terms of such transactions
as contemplated herein and find that approval of the issuance of the Bonds at this time is in the
best interests of the City.
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF
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THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND
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ORDER AS FOLLOWS:
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SECTION 1. Findings and Determinations. The Commission hereby finds and
determines that issuance of the Bonds by the Authority will result in significant public benefits
to the Agency, namely favorable interest rates, Bond preparation, Bond underwriting or Bond
issuance costs.
SECTION 2. Authorization of Loans: Approval of Final Forms of Loan Agreements.
The Commission hereby authorizes and approves the Loans to be made to the Agency by the
Authority pursuant to and in accordance with the terms of the Loan Agreements with respect to
each of the Project Areas, for the purpose of paying certain costs of issuance and funding
required debt service reserves and undertaking certain redevelopment projects within the Project
Areas and certain capital improvement projects outside of the Project Areas or within another
Project Area which are of benefit to all or anyone of the Project Areas, as may be authorized
pursuant to the CRL and subject to such actions and findings as may be required to be taken
hereafter by the Authority, Mayor and Common Council of the City and the Agency. The
Community Development Commission hereby further approves the form of Loan Agreements
substantially in the form presently on file with the Secretary of the Agency, together with any
changes therein or additions thereto as may be approved by the Chair or the Executive Director
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and as necessary to incorporate the principal amount, interest rate, maturity and prepayment
dates and such other terms and conditions when such terms and conditions have been
ascertained. The Community Redevelopment Commission hereby further authorizes and directs
that the form of the Loan Agreements as on file be converted into the final form of the Loan
Agreements with respect to each of the Project Areas. The Chair, Executive Director or such
other members or representatives of the Commission are hereby authorized and directed to
execute and deliver, and the Secretary or Assistant Secretary is hereby authorized and directed
to attest to and affix the seal of the Agency to, the final forms of the Loan Agreements for each
of the Project Areas when the same has been prepared for and in the name and on behalf of the
Agency, and such execution and delivery shall be deemed to be conclusive evidence of the
approval thereof. The Community Development Commission hereby authorizes the delivery
and performance of the Loan Agreements. The Community Development Commission further
authorizes and directs Agency Staff together with the Original Purchaser to obtain bids or
proposals for any investment of funds to be held and maintained either within the Loan
Agreements or by the Agency or held and maintained by the Trustee pursuant to the Indenture
of Trust dated as of March 1,2002, by and between the Authority and U.S. Bank Trust N. A., as
trustee (the "Trustee") and any other debt service funds.
SECTION 3. Approval of Final Form of Continuing Disclosure Agreement. The
Community Development Commission hereby approves the form of Continuing Disclosure
Agreement in the form on file with the Secretary, together with any changes therein or additions
thereto as may be approved by the Chair or the Executive Director. The Community
Development Commission hereby further authorizes and directs the conversion of the form of
Continuing Disclosure Agreement into the final form thereof, together with such changes or
modifications as deemed necessary or desirable by the Chair or the Executive Director upon the
recommendation of Bond Counsel. The Chair or the Executive Director or such other
authorized officer of the Authority is hereby authorized and directed to execute and deliver, and
SB2002:6099.1
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the Secretary or Assistant Secretary is hereby authorized and directed to attest to, the final form
of the Continuing Disclosure Agreement.
SECTION 4. Official Action. The Chair, Vice-Chair, Secretary, Assistant
Secretary, Executive Director, Agency Special Counsel and any and all other members and
officers of the Agency are hereby authorized and directed, on behalf of the Agency, to do any
and all things and to take any and all actions, including execution and delivery of assigrunents,
certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants,
Bond closing documents and other documents as may be approved by Bond Counsel and as
may be reasonably necessary or advisable in connection with execution and delivery of the
Loan Agreements and the consummation of the transactions described herein and therein.
SB2002:6099.1
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3
A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO AUTHORIZING ON BEHALF OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, THE
BORROWING OF FUNDS FROM THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY IN A TOTAL AGGREGATE PRINCIPAL AMOUNT OF
NOT TO EXCEED $14,000,000, AUTHORIZING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING
THEIR PREPARATION, EXECUTION AND DELIVERY
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SECTION 4.
Effective Date. This Resolution shall take effect upon the date of its
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passage and adoption.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
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Community Development Commission ofthe City of San Bernardino at a
meeting
10 thereof, held on the
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12 Commission Members
ESTRADA
13 LIEN
MCGINNIS
14 DERRY
SUAREZ
15 ANDERSON
McCAMMACK
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day of
, 2002, by the following vote, to wit:
AYES
NAYS
ABSTAIN ABSENT
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2002.
City Clerk
The foregoing Resolution is hereby approved this _ day of
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Judith Valles, Chair
Community Development
Commission of the City of
San Bernardino
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Approved as 0 form
and legal te:
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By:
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S82002:6099.1
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2
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
I, Secretary of the Community Development
Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and
attached copy of Community Development Commission of the City of San Bernardino
Resolution No. is a full, true and correct copy of that now on file in this office.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the City of San Bernardino this day of ,2002.
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S82002;6099.1
Secretary of the Community
Development Commission of the
City of San Bernardino
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RESOLUTION NO.
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A RESOLUTION OF THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO
AUTHORIZING THE BORROWING BY THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO FROM THE SAN BERNARDINO JOINT
POWERS FINANCING AUTHORITY IN A TOTAL
AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $14,000,000, AUTHORIZING THE FORM OF
CERTAIN LEGAL DOCUMENTS RELATED THERETO
AND AUTHORIZING AND DIRECTING THEIR
PREPARATION, EXECUTION AND DELIVERY
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WHEREAS, the City of San Bernardino, California (the "City") is a municipal
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corporation and charter city, duly organized and existing pursuant to the provisions of the
constitution of the State of California; and
WHEREAS, the Redevelopment Agency of the City of San Bernardino is a public body,
corporate and politic (the "Agency") duly organized and existing pursuant to the California
Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) (the "CRL");
and
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WHEREAS, the City and the Agency have heretofore entered into a Joint Exercise of
Powers Agreement establishing the San Bernardino Joint Powers Financing Authority (the
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"Authority") for the purpose of issuing bonds, the proceeds of which may be loaned to any of its
members to finance public capital improvements; and
WHEREAS, the Authority has issued. its Tax Allocation Refunding Bonds, Series
1995A (the "Series 1995A Bonds" or "Prior Bonds") and its Subordinated Tax Allocation
Refunding Bonds, Series 1995B (the "Series 1995B Bonds" (the Series 1995A Bonds and the
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Series 1995B Bonds are hereinafter from time to time referred to collectively as the "1995
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Bonds"); and
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WHEREAS, the 1995 Bonds were issued in order to enable the Authority to make seven
(7) loans to the Agency to refund the Authority's outstanding $7,120,000 Tax Allocation Bonds,
1990 Series B (Tri-City Redevelopment Project); $5,200,000 Tax Allocation Refunding Bonds
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S82002,6097.1
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(Central City North Redevelopment Project Area, Issue of 1988; $3,025,000 Tax Allocation
Bonds (Central City North Redevelopment Project Area), Issue of 1988; $12,800,000 Tax
Allocation Refunding Bonds, 1989 Series A (State College Project No.4); $5,830,000 Tax
Allocation Bonds 1990 Series D (State College Project No.4); $9,575,000 Tax Allocation
Bonds, Issue of 1994 (Police Station Financing Project); $6,725,000 Tax Allocation Refunding
Bonds, Issue of 1993 (Southeast Industrial Park Redevelopment Project Area); $5,130,000 Tax
Allocation Bonds, 1990 Series F (Southeast Industrial Park Redevelopment Project Area);
$2,940,000 Tax Allocation Bonds, 1990 Series E (Northwest Redevelopment Project);
$3,400,000 Tax Allocation Bonds, 1990 Series A (South Valle Redevelopment Project) and
$1,730,000 Tax Allocation Bonds, 1990 Series C (Uptown Redevelopment Project), as well as
the Agency's outstanding $11,410,000 Redevelopment Agency of the City of San Bernardino,
Southeast Industrial Park Redevelopment Project Area, Tax Allocation Refunding Bonds, Issue
of 1988 and $1,525,000 Redevelopment Agency of the City of San Bernardino Southeast
Industrial Park Redevelopment Project Area, Tax Allocation Bonds, Issue of 1988, and to
finance certain redevelopment activities, pay costs of issuance of the 1995 Bonds and establish
certain reserve funds; and
WHEREAS, the Bonds are secured by the tax increment revenues from each respective
redevelopment area enumerated above, including the State College Project No.4, the Southeast
Industrial Park, the Northwest Redevelopment Project Area, the Tri-City Redevelopment
Project Area, the Uptown Redevelopment Project Area, the South Valle Redevelopment Project
Area and the Central City North Redevelopment Project Area (collectively, the "Project
Areas"); and
WHEREAS, the Agency has requested that the Authority issue, and the Authority
desires to assist the Agency by the issuance of, a total aggregate principal amount of not to
exceed $14,000,000 San Bernardino Joint Powers Financing Authority Tax Allocation Revenue
Refunding Bonds, Series 2002A (the "Bonds") which shall be subordinate to the Series 1995A
Bonds and on parity with the Series 1995B Bonds; and
SB2002:6097.l
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WHEREAS, the proceeds of the Bonds will be used to make certain loans to the Agency
to (i) provide for costs of issuance of, and reserve funds for, the Bonds and (ii) provide monies
for certain redevelopment projects and activities within the Project Areas and certain capital
improvement projects outside of the Project Areas or within another Project Area which are of
benefit to all or anyone of the Project Areas, as may be authorized pursuant to the CRL and
subject to such actions and findings as may be required to be taken hereafter by the Authority,
Mayor and Common Council ofthe City and the Agency; and
WHEREAS, the Bonds shall be issued pursuant to the Marks-Roos Local Bond Pooling
Act of 1985, codified at California Government Code Section 6584 et seq. (the "Act"); and
WHEREAS, the Bonds shall be issued pursuant to an Indenture of Trust by and between
the Authority and U.S. Bank N.A., as trustee, in form similar to that currently on file with the
Secretary ofthe Agency (the "Indenture"); and
WHEREAS, Kinsell, Newcomb & De Dios, Inc., as prospective purchaser of the Bonds
(the "Original Purchaser"), 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, a form of which Preliminary Official Statement is presently on file with the
Secretary of the Authority; and
WHEREAS, the Mayor and Common Council have duly considered the terms of such
transactions as contemplated herein and find that approval of the issuance of the Bonds at this
time is in the best interests ofthe City.
NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
SECTION I. Approval of the Bonds. The Mayor and Common Council hereby
approve the issuance by the Authority of the Bonds in the total aggregate principal amount of
not to exceed $14,000,000 for the purpose of providing loans to the Agency (i) to pay certain
costs of issuance and fund a debt service reserve fund and (ii) to undertake certain
redevelopment projects within the Project Areas and certain capital improvement projects
outside of the Project Areas or within another Project Area which are of benefit to all or anyone
S82002:6097.1
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of the Project Areas, as may be authorized pursuant to the CRL and subject to such actions and
findings as may be required to be taken hereafter by the Authority, Mayor and Common
Council of the City and the Agency. The Mayor and Common Council hereby further approve
the loans to the Agency and the form of the Loan Agreements.
SECTION 2. Official Action. The Mayor and Common Council, the City Clerk and
any and all other officers of the City are hereby authorized and directed, on behalf of the City,
to do any and all things and to take any and all actions, including execution and delivery of
assigmnents, certificates, requisitions, agreements, notices, consents, instruments of
conveyance, warrants, Bond closing documents and other documents which any of such officers
may deem necessary or advisable in connection with the execution and delivery of the Bonds,
and the borrowing by the Agency of the proceeds derived therefrom and the consummation of
the transactions described herein and therein.
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S82002:6097.\
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1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE BORROWING BY THE
2 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM THE
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY IN A TOTAL
3 AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $14,000,000,
AUTHORIZING THE FORM OF CERTAIN LEGAL DOCUMENTS RELATED
4 THERETO AND AUTHORIZING AND DIRECTING THEIR PREPARATION,
EXECUTION AND DELIVERY
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
6
Common Council of the City of San Bernardino at a
meeting thereof,
7 held on the
day of
, 2002, by the following vote, to wit:
8
9
Common Council
ESTRADA
LIEN
MCGINNIS
DERRY
SUAREZ
ANDERSON
McCAMMACK
AYES
NAYS
ABSTAIN
ABSENT
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City Clerk
The foregoing Resolution is hereby approved this _ day of
,2002.
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Judith Valles, Mayor
of the City of San Bernardino
SB200206097.1
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1
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
I, City Clerk of the City of San Bernardino, DO
HEREBY CERTIFY that the foregoing and attached copy of Mayor and Common Council of
the City of San Bernardino Resolution No. is a full, true and correct copy of that
now on file in this office.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the City of San Bernardino this day of ,2002.
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City Clerk
of the City of San Bernardino
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SB2002:6097.1
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