HomeMy WebLinkAboutR06-Economic Development Agency
]'1 '!
o
o
o
-
r
.
o
o
ECONOMIC DEVELOPMD'f AGDCY or TIlE
Cln or Sd BERlWIDlNO
REOUEST FOR COMMISSION/COUNCIL ACTION
From: TIMOTHY C. STEINHAUS
Executive Director
Subj ect: TAX ALLOCATION REFUND-
ING BORDS, 1991 SERIES A
(CEM'RAL Cln PROJECT)
Date: September 12, 1991
-------------------------------------------------------------------------------
SvnoDsis of Previous CommissionlCo,mci1/Committee Action(s):
This matter has been previously discussed by the Commission at the
budget retreat and at a regularly scheduled Commission meeting.
-------------------------------------------------------------------------------
Recommended Notion(s):
(Joint Povers FinaDcina Authoritv)
MOTION A: RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$28,000,000 SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1991 SERIES A
(CENTRAL CITY MERGED PROJECT), APPROVING THE FORM OF LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING
PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS
THEREOF.
(MOTIONS CONTINUED TO NEXT PAGE..
-------------------------------------------------------------------------------
Contact Person(s): Tim Steinhaus/Ken Henderson Phone: 5081
Project Area(s):
Central Citv
Ward(s):
Supporting Data Attached:
Staff ReDort: Resolution: Aareement
FUNDING REQUIREMENTS:
Amount: S
Source:
Budget Authority:
-------------------------------------------------------------------------------
CODlllissionlColmcU Notes:
-------------------------------------------------------------------------------
TCS:KJH:lab:0159E
COfltISSION AGENDA
Meeting Date: 09/16/1991
&
Agenda Its No:
.
o
o
1" q
,
ECONOMIC DBVBLOPIIEB1' AGENCY IIEQUEST FOR eOfllISSION/COllNCIL ACTION
Tax Allocation RefUDdina Bonds/Central City
September 12, 1991
Page -#-
c
-------------------------------------------------------------------------------
RecommeDded Motions Continued...
(Communitv Develooment Commission)
MOTION B: 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 $28,000,000
TO UNDERTAKE ADDITIONAL REDEVELOPMENT PROJECTS AND TO REFUND
ITS OUTSTANDING CENTRAL CITY REDEVELOPMENT PROJECT, TAX
ALLOCATION REFUNDING BONDS, ISSUE OF 1985, AUTHORIZING THE FORM
OF CERTAIN LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING THE PREPARATION, EXECUTION AND DELIVERY OF THE FORMS
THEREOF.
(Mavor "nil CODlllon C01Dlt~il ')
o
MOTION C: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING THE ISSUANCE OF NOT TO EXCEED
$28,000,000 SAN BERNARDINO JOINT POWERS AUTHORITY TAX
ALLOCATION REFUNDING BONDS, 1991 SERIES A. (CENTRAL CITY MERGED
PROJECT) AND THE BORROWING BY THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO OF THE PROCEEDS THEREFROM PURSUANT TO
THAT CERTAIN LOAN AGREEMENT
4C:> TCS:KJH:lab:OI59E
-------------------------------------------------------------------------------
COfllISSION AGENDA
Meetina Date: 09/16/1991
Agenda Itl!lll No: (0
o
o
o
': r,
o
o
DEVELOPMBIrr DBPAlmmnr STAFF REPORT
Central City Refunding
September 12, 1991
Page -2-
-------------------------------------------------------------------------------
Bonds. This surplus amount is also adequate to meet the required 1.25
debt service coverage test imposed by Standard and Poor's Corporation
as a condition of granting an "A-" rating on the Bonds.
Approval of the proposed Agency resolutions does not commit the Agency
to issue the new money portion. Prior to the issuance of the Bonds,
the new money portion may be deleted from the issue or reduced in
principal amount. However, Standard and Poor's requires by imposing
the 1.A5 debt service coverage factor as described above that any new
money portion must fund the Agency's Low and Moderate Income Housing
Fund.
I
adoption of the attached resolutions.
C. STBI1IIIADS, Aclministrator
Developlllent Agency
(Bond Documents on file in City Attorney's office and the City Clerk's
office. )
-------------------------------------------------------------------------------
TCS:KJH:lab:0159E
COMnSSIOW AGElUlA
Meeting Date: 09/16/1991
o
Agenda Its Wo:
o
o
o
-
"
o
o
ECOROMIC DEVELOPIIE1'Ir AGUCY OF TIlE
Cln OF SAlf BEDARDlRO
STAFF REPORT
-------------------------------------------------------------------------------
Central City Proiects Tax A10cation llef,m"iJlll BoDds
1991 Series A
Bap1raronntl
The City of San Bernardino (the "City"), the Redevelopment Agency of
the City of San Bernardino (the "Agency") and the San Bernardino Joint
Powers Financing Authority (the "Authority") seek to approve the
issuance by the San Bernardino Joint Powers Financing Authority of the
$27,930,000 San Bernardino Joint Powers Financing Authority, Tax
Allocation Refunding Bonds, 1991 Series A (Central City Merged Project)
(the "Bonds"), and the loan of the proceeds therefrom to the
Redevelopment Agency of the City of San Bernardino.
Ana1vsis
The Bonds are proposed to be issued to enable the Authority to make a
loan to the Agency to be used by the Agency to (i) advance refund the
$21,000,000 Redevelopment Agency of the City of San Bernardino, Central
City Redevelopment Project, Tax Allocation Refunding Bonds, Issue of
1985 (the "1985 Refunded Bonds"), and; (ii) fund, in part, the Agency's
Low and Moderate Income Housing Fund relating to the Central City
Merged Redevelopment Project Area.
The Bonds will be secured by payments made to the Authority by the
Agency pursuant to a Loan Agreement in Which the Agency agrees to pay
the Authority amounts equal to all principal of, and interest on, the
Bonds. The obligation under the Loan Agreement will be secured by and
payable from the tax increment revenues to be derived from the Project
Area. The Bonds will be special obligations of the Authority, payable
solely from payments received by the Authority from the Agency under
the Loan Agreement.
The Bond proceeds are allocated between a refunding portion and a
$5,000,000 new money portion. The new money portion is available to
the Agency in part from the debt service savings realized upon the
refunding taking place and in part from the growth in tax increment
revenues that has occurred over the past several years. The total new
annual debt service amount is approximately $2,300,000 compared to the
approximately $2,050,000 attributed solely to the 1985 Refunded Bonds.
If the refunding were accomplished without any new money portion,
annual debt service would be reduced to approximately $1,800,000 per
year. Anticipated tax increment revenues for 1991/1992 are
approximately $2,900,000, which leaves the Agency with approximately
$600,000 surplus for the current fiscal year after issuance of the 1991
-------------------------------------------------------------------------------
TCS:KJH:lab:0159E
CO..uSSIO. AGUDA
Meeting Date: 09/167:;1
Agenda Item .0:
, ,
,
1
0 2
3
4
5
6
Item:
7
8
9
10
11
12 Action to
13 be Taken:
o
o
SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY
AGENDA
September 16, 1991
RESOLUTION OF THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED $28,000,000 SAN BERNARDINO JOINT
POWERS FINANCING AUTHORITY TAX ALLOCATION
REFUNDING BONDS, 1991 SERIES A (CENTRAL CITY
MERGED PROJECT), APPROVING THE FORM OF LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING PREPARATION, EXECUTION AND DELIVERY OF
THE FINAL FORMS THEREOF
Adopt Resolution.
o
14
15 Certified copy of Resolution to be returned to Sabo & Green, A
Professional Corporation.
16
17 SBEOIOlllIDOCI4
09/1019131.1
o
18
19
20
21
22
23
24
25
26
27
28
lo
r:;;'"'.'
o
o
o
o
o
1
2
3
4
5
6
7
8
RESOLUTION NO.
RESOLUTION OF THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED $28,000,000 SAN BERNARDINO JOINT
POWERS FINANCING AUTHORITY TAX ALLOCATION
REFUNDING BONDS, 1991 SERIES A (CENTRAL CITY
MERGED PROJECT), 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
9 the Redevelopment Agency of the City of San Bernardino (the
10 "Agency") have heretofore entered into a Joint Exercise of Powers
11 Agreement establishing the San Bernardino Joint Powers Financing
12 Authority (the "Authority") for the purpose of issuing its bonds
13 to be used to make loans to any of its members to finance public
14 capital improvements; and
15
16 WHEREAS, the Agency issued refunding bonds for its
17 Central City Redevelopment Project, Tax Allocation Refunding
18 Bonds, Issue of 1985 (the "Prior Bonds"); and
19
20 WHEREAS, the Agency desires to borrow money for the
21 purpose of refunding the Prior Bonds; and
22
23 WHEREAS, the Authority proposes at this time to issue
24 its San Bernardino Joint Powers Financing Authority Tax
25 Allocation Refunding Bonds, 1991 Series A (Central City Merged
26 Project) (the "BondS") pursuant to the Marks-Roos Local Bond
27 Pooling Act of 1985, codified at Section 6584, gt ~., of the
28 California Government Code (the "Marks-Roos Act"), and pursuant
- 1 -
~
,
1
C 2
3
4
5
6
7
8
9
10
11
12
13
14
0 15
16
17
18
19
20
21
22
23
24
25
26
0 27
28
o
o
to that certain Indenture of Trust dated as of October 1, 1991
(the "Indenture"), by and between the Authority and Security
Pacific National Bank, as trustee (the "Trustee"), a form of
hich is presently on file with the Secretary of the Authority;
and
WHEREAS, the proceeds of the Bonds will be loaned to
the Agency pursuant to and in accordance with that certain Loan
Agreement dated as of October 1, 1991 (the "Loan Agreement"), by
and between the Authority, the Agency and the Trustee, a form of
which is presently on file with the Secretary of the Authority;
and
WHEREAS, the Authority proposes to secure the Bonds
with a pledge of the revenues and an assignment of its rights
under the Loan Agreement; 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, a form of which is presently on file with the Secretary of
the Board has duly considered such transactions and desires at
this time to approve said transactions in the public interests of
the Authority;
- 2 -
lp
Section 1. Findinas and Determinations. Pursuant to
the Marks-Roos Act, the Board hereby finds and determines that
the issuance of the Bonds will result in savinqs in effective
8 interest rates, bond preparation, bond underwritinq and/or bond
9 issuance costs and thereby will result in siqnificant public
10 benefits to its members within the contemplation of Section 6586
11 of the Marks-Roos Act.
12
13 Section 2. Issuance of the Bonds: ADDroval of Form of
14 Indenture: Authorization and Direction of PreDaration of Final
15 Forms Thereof. The Board hereby authorizes the issuance of the
16 Bonds under and pursuant to the Marks-Roos Act and the Indenture
17 in the principal amount of not to exceed $28,000,000 and the
18 preparation of certain financinq documents related thereto which
19 are necessary to carry out the issuance of the Bonds and the loan
20 of proceeds therefrom to the Aqency. The Board hereby approves
21 the form of Indenture as presently on file with the Secretary of
22 the Authority with such chanqes thereto as may be approved by the
23 Chairman of the Authority and as necessary to incorporate the
24 principal amount, interest rate, maturity and redemption dates
25 and such other terms and conditions with respect to the Bonds
26 when such terms and conditions have been ascertained. The Board
27 hereby further authorizes and directs that the form of Indenture
28 presently on file with the Secretary be converted into the final
- 3 -
"
1
C 2
3
4
5
6
7
o
o
o
o
NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
~
o
o
o
"
o
o
1 form of Indenture, authorizing the issuance of the Bonds together
2 with such changes or modifications as deemed necessary or
3 desirable by the Chairman of the Authority upon the
4 recommendation of Sabo & Green, a Professional Corporation ("Bond
5 Counsel") or as requested by any municipal bond rating agency or
6 municipal bond insurance company. The Chairman, Vice-Chairman or
7 such other authorized officer of the Authority is hereby
8 authorized and directed to execute and deliver, and the Secretary
9 or Assistant Secretary is hereby authorized and directed to
10 attest to, the final form of each Indenture when the same has
11 been prepared for and in the name of the Authority, and such
12 execution and delivery shall be deemed to be conclusive evidence
13 of the approval thereof. The Board hereby authorizes the
14 delivery and performance of the Indenture.
15
16 Section 3. ADDroval of Final Form of Loan Aqreement.
17 The Board hereby approves the form of Loan Agreement presently on
18 file with the Secretary together with any changes therein or
19 additions thereto as may be approved by the Chairman and as
20 necessary to incorporate the principal amount, interest rate,
21 maturity and prepayment dates, pledge of security thereunder and
22 such other terms and conditions when such terms and conditions
23 have been ascertained. The Board hereby further authorizes and
24 directs that the form of Loan Agreement presently on file with
25 the Secretary be converted into the final form of Loan Agreement,
26 together with such changes or modifications as deemed necessary
27 or desirable by the Chairman of the Authority upon the
28 recommendation of Bond Counselor as may be requested by any
- 4 -
~
o
o
o
"
o
o
1 municipal bond rating agency or municipal bond insurance company.
2 The Chairman, Vice-Chairman or such other authorized officer of
3 the Authority is hereby authorized and directed to execute and
4 deliver, and the Secretary or Assistant Secretary is hereby
5 authorized and directed to attest to, the final form of the Loan
6 Agreement when the same has been prepared and such execution and
7 delivery shall be deemed to be conclusive evidence of the
8 approval thereof. The Board hereby authorizes the delivery and
9 performance of the Loan Agreement.
10
11 Section 4. Sale of the Bonds. The Board hereby
12 approves the sale of the Bonds by negotiated purchase with the
13 Underwriter, pursuant to that certain Bond Purchase Agreement to
14 be prepared and as shall be provided by the Underwriter prior to
15 the time of purchase of the Bonds (the "Purchase Agreement"), and
16 the sale of the Bonds pursuant to the Purchase Agreement is
17 hereby approved. The Board hereby further authorizes a form of
18 Purchase Agreement as presently on file with the Secretary,
19 together with any changes therein or additions thereto approved
20 by the Chairman or an authorized representative of the Chairman,
21 and as necessary to incorporate the principal amount, the
22 interest rate, the purchase price and such other terms and
23 conditions when such terms and conditions have been ascertained.
24 The Board hereby authorizes and directs the Underwriter to cause
25 the preparation of the final Purchase Agreement of which such
26 terms are a part, and the Chairman, the Vice-Chairman or such
27 other authorized officer of the Authority is hereby authorized
28 and directed to evidence the Authority's acceptance of the offer
- 5 -
\p
o
o
o
"
o
o
1 made by the Purchase Agreement by executing and delivering the
2 Purchase Agreement in said form as on file with such changes
3 therein as the officer or the officers executing the same may
4 approve, such approval to be conclusively evidenced by the
5 execution and delivery thereof.
6
7 Section 5. Official Statement. The Board hereby
8 approves the form of the Preliminary Official Statement presently
9 on file with the Secretary. The Board further authorizes the
10 preparation and distribution of a Preliminary Official Statement
11 as shall be necessary or required in connection with the sale of
12 the Bonds to prospective purchasers thereof. The Board hereby
13 authorizes and directs that the Preliminary Official Statement be
14 converted to a final Official Statement together with such
15 changes or modifications as deemed desirable or necessary in the
16 sale and marketing of the Bonds and as approved by the Chairman,
17 upon the recommendation of Bond Counsel and the Underwriter. The
18 Board hereby authorizes distribution of the Preliminary Official
19 Statement and the final Official Statement by the Underwriter
20 when the same have been prepared. The Chairman is hereby
21 authorized and directed to execute the final form of said
22 Official Statement in the name and on behalf of the Authority and
23 to deliver the same to the Underwriter upon execution thereof,
24 together with the changes or modifications approved by the
25 Chairman. Execution of said final Official Statement shall be
26 conclusive evidence of approval thereof, including any such
27 changes and additions.
28
- 6 -
\0
Section 6. Official Action. The Chairman, the
Secretary, the Authority Counsel and any and all other officers
of the Authority 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 lawful issuance and sale of
the Bonds as described herein, including, but not limited to, the
submission of any and all documents to any municipal bond rating
12 agency and any municipal bond insurance companies and the
13 distribution of the Preliminary Official Statement to any
14 prospective purchasers when the same shall become available for
15 distribution. Whenever in this Resolution any officer of the
16 Authority is authorized to execute or countersign any document or
17 take any action, such execution, countersigning or action may be
18 taken on behalf of such officer by any person designated by such
19 officer to act on his or her behalf in the case such officer
20 shall be absent or unavailable. The Board hereby appoints its
21 Chairman as agent of the Authority for purposes of executing any
22 and all documents and instruments which any officer of the
23 Authority is authorized to execute hereunder.
24
25 The Board hereby acknowledges that, in connection with
26 the authorization of the issuance of the Bonds hereunder and
27 under the Indenture, a form of which is presently on file with
28 the Secretary of the Authority, the Underwriter has submitted the
- 7 -
"
1
0 2
3
4
5
6
7
8
9
10
11
o
o
o
o
\p
o
o
o
"
o
o
1 proposed bond transaction to certain municipal bond insurance
2 companies for consideration in connection with the issuance of
3 municipal bond insurance policies insuring payment of the
4 principal of and interest on the Bonds and to certain municipal
5 bond rating agencies for consideration in connection with the
6 rating of the Bonds.
7
8 The Board hereby authorizes the payment of all costs of
9 issuance in connection with the issuance of the Bonds including
10 all legal fees of Bond Counsel, special tax counsel, bond
11 printing, Trustee fees, and any rating agency fees and bond
12 insurance premiums. Bills for all such items shall be submitted
13 to and approved by the Executive Director of the Agency.
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 8 -
~
o
o
o
"
o
o
1 RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $28,000,000
2 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION
REFUNDING BONDS, 1991 SERIES A (CENTRAL CITY MERGED PROJECT),
3 APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND
AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF
4 THE FINAL FORMS THEREOF
5
6
This Resolution shall take effect from and after its Passage and
7
8
9
Section 7. Effecti ve Date: Subiect to Aaencv ADDroval.
adoption.
This Resolution shall be subject in all respects to
the approval by the Agency of the exec~tion and delivery of the
Loan Agreement and to the issuance of the Bonds by the Authority.
10
11
12
adopted by the San Bernardino Joint Powers Financing Authority at
13
a special meeting thereof, held on the ____ day of
14
15
16
17
18
19
20
21
22
23
I HEREBY CERTIFY that the foregoing Resolution was duly
1991, by the following vote, to wit:
AYES:
Members
NAYS:
ABSENT:
Secretary
The foregoing
day of
resolution is
, 1991.
hereby approved this
24
25
26 Approved as to form and legal content:
27 By: ~-~-g,( A)~ .J
28 h=:'~~-:i
W.R. Holcomb, Chairman
San Bernardino Joint Powers
Financing Authority
- 9 -
lo
"
o
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
o
o
o
o
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )
CITY OF SAN BERNARDINO )
ss
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 of that now on file in this office.
IN WITNESS WHEREOF,
affixed the official seal of
Financing Authority this
I have hereunto set my hand and
the San Bernardino Joint Powers
day of , 1991.
Secretary
~
'.
1
0 2
3
4
5
6
7
8
9
10
11
12
13
14
0 15
16
17
18
19
20
21
22
23
24
25
26
0 27
28
o
o
COMMUNITY DEVELOPMENT COMMISSION
CITY OF SAN BERNARDINO, CALIFORNIA
AGENDA
September 16, 1991
Item: 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 $28,000,000 TO
UNDERTAKE ADDITIONAL REDEVELOPMENT PROJECTS AND TO
REFUND ITS OUTSTANDING CENTRAL CITY REDEVELOPMENT
PROJECT, TAX ALLOCATION REFUNDING BONDS, ISSUE OF 1985,
AUTHORIZING THE FORM OF CERTAIN LEGAL DOCUMENTS RELATED
THERETO AND AUTHORIZING AND DIRECTING THE PREPARATION,
EXECUTION AND DELIVERY OF THE FORMS THEREOF
Action to
be Taken: Adopt Resolution.
Certified copy of Resolution to be returned to Sabo & Green, A
Professional Corporation.
SBEO/OIll1DOCJ3
09/10191 03210
(p
o
o
o
16
17
18
its not to
19
20
21
22
23
24
25
26
27
"
28 III
o
o
1
2
3
4
5
6
7
8
9
RESOLUTION NO.
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 $28,000,000 TO
UNDERTAKE ADDITIONAL REDEVELOPMENT PROJECTS AND TO
REFUND ITS OUTSTANDING CENTRAL CITY REDEVELOPMENT
PROJECT, TAX ALLOCATION REFUNDING BONDS, ISSUE OF 1985,
AUTHORIZING THE FORM OF CERTAIN LEGAL DOCUMENTS RELATED
THERETO AND AUTHORIZING AND Directing THE PREPARATION,
EXECUTION AND DELIVERY OF THE FORMS THEREOF
WHEREAS, the City of San Bernardino (the "City") and
10
the Redevelopment Agency of the City of San Bernardino (the
11
"Agency") have heretofore entered into a Joint Exercise of Powers
12
Agreement establishing the San Bernardino Joint Powers Authority
13
14
15
(the "Authority") for the purpose of issuing its bonds to be used
to make loans to any of its members to finance public capital
improvements; and
WHEREAS, the Authority proposes at this time to issue
exceed
$28,000,000
San Bernardino
Joint Powers
Authority Tax Allocation Refunding Bonds, 1991 Series A (Central
City Merged Project), (the "BondS") to make a loan (the "Loan")
to the Agency in a total principal amount of not to exceed
$28,000,000 to undertake additional redevelopment projects and to
refund its Central City Redevelopment Project Tax Allocation
Refunding Bonds,. Issue of 1985 (the "Prior Bonds"); and
WHEREAS, the Loan to the Agency from the Authority
shall be made pursuant to and in accordance with that certain
- 1 -
p
o
o
o
"
o
o
1 Loan Agreement dated as of October 1, 1991 (the "Loan
2 Agreement"), by and among the Agency, the Authority and Security
3 Pacific National Bank, as trustee (the "Trustee"), a form of
4 which has been prepared and is presently on file with the
5 Secretary of the Commission; and
6
7 WHEREAS, Miller & Schroeder Financial, Inc., as
8 prospective underwriter of the Bonds (the "Underwriter") has
9 informed the Authority that it intends to submit an offer to
10 purchase the Bonds and shall cause to be prepared a Preliminary
11 Official Statement and an Official statement relating to such
12 Bonds as may be necessary in the sale and marketing of the Bonds,
13 a form of,which is presently on file with the Secretary of the
14 Authority; and
15
16 WHEREAS, the Agency is authorized pursuant to Section
17 33601 of the Health and Safety Code of the State of California to
18 borrow moneys for redevelopment purposes; and
19
20 WHEREAS, the Commission has determined to approve the
21 borrowing by the Agency of a certain amount representing proceeds
22 of the sale of the Bonds under the Loan Agreement for the purpose
23 of refunding the Prior Bonds; and
24
25
26
27
28
WHEREAS, the Commission has duly considered such
transaction and wishes at this time to approve said transaction
in the public interests of the Agency;
III
- 2 -
~
,
1
0 2
3
4
5
6
7
8
o
o
o
o
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. Determinations. The Commission hereby
finds and determines that the issuance of the Bonds by the
Authority will result in significant pUblic benefits, consisting
of demonstrable savings in any and all of the following:
9 effective interest rates, bond preparation, bond underwriting or
10 bond issuance costs.
11
12 Section 2. Authorization of Loan: ADDroval of Loan
13 Aareement. The Commission hereby authorizes and approves the
14 Loan to be made to the Agency by the Authority in the total
15 principal amount of not to exceed $28,000,000 pursuant to and in
16 accordance with the terms of the Loan Agreement for the purpose
17 of undertaking additional redevelopment projects and refunding
18 its Prior Bonds. The Commission hereby approves the form of the
19 Loan Agreement as presently on file with the Secretary of the
20 Commission, together with any changes therein or additions
21 thereto as may be approved by the Chairman and as necessary to
22 incorporate the principal amount, interest rate, maturity and
23 prepayment dates, pledge of security thereunder and such other
24 terms and conditions when such terms and conditions have been
25 ascertained. The Commission hereby further authorizes and
26 directs that the form of the Loan Agreement be converted into the
27 final form of the Loan Agreement. The Chairman, Vice-Chairman or
28 such other members of the Commission are hereby authorized and
- , - ~
o
o
o
"
o
o
1 directed to execute and deliver, and the Secretary or Assistant
2 Secretary is hereby authorized and directed to attest to and
3 affix the seal of the Commission to, the final form of the Loan
4 Agreement when the same has been prepared for and in the name of
5 and on behalf of the Agency and such execution and delivery shall
6 be deemed to be conclusive evidence of the approval thereof. The
7 proceeds of the Loan shall be applied by the Agency to undertake
8 additional redevelopment projects and to refund its Prior Bonds.
9 The Commission hereby authorizes the delivery and performance of
10 the Loan Agreement.
11
12 Section 3. Official Actions. The Chairman, Vice-
13 Chairman and other members of the Commission, the Secretary,
14 Assistant Secretary, counsel to the Commission, the Executive
15 Director of the Agency, Agency Counsel and any and all other
16 members and officers of the Commission and the Agency are hereby
17 authorized and directed, for and in the name and on behalf of the
18 Agency, to do any and all things and to take any and all actions,
19 including execution and delivery of any and all assignments,
20 certificates, requisitions, agreements, notices, consents,
21 instruments of conveyance, warrants and other documents which
22 they, or any of them, may deem necessary or advisable in
23 connection with the execution and delivery of the Loan Agreement
24 and the consummation of the transactions described herein and
25 therein.
26
27
28
The Commission hereby acknowledges that, in connection
with the authorization of the issuance of the Bonds by the
- 4 - (
'If)
,
1
0 2
3
4
5
6
7
8
9
10
11
12
13
14
0 15
16
17
18
19
20
21
22
23
24
25
26
27
0 28
o
o
Authority pursuant to the Indenture, a form of which is presently
on file with the Secretary of the Authority, the Underwriter has
submitted the proposed bond transactions to certain municipal
bond insurance companies for consideration in connection with the
issuance of municipal bond insurance policies insuring payment of
the principal of and interest on the Bonds and to certain
municipal bond rating agencies for consideration in connection
with the rating of the Bonds.
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
III
- 5 -
(p
14
15
ESTRADA
16 REILLY
HERNANDEZ
17 MAUDSLEY
MINOR
18 POPE-LUDLAM
MILLER
25
26 Approved as to form and legal content:
27
28
,
1
0 2
3
4
5
6
7
8
9
o
19
20
21
22
23
24
o
-
o
o
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 $28,000,000 TO
UNDERTAKE ADDITIONAL REDEVELOPMENT PROJECTS AND TO REFUND ITS
OUTSTANDING CENTRAL CITY REDEVELOPMENT PROJECT, TAX ALLOCATION
REFUNDING BONDS, ISSUE OF 1985, AUTHORIZING THE FORM OF CERTAIN
LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING THE
PREPARATION, EXECUTION AND DELIVERY OF THE FORMS THEREOF
Section 4.
Effective Date. This Resolution shall
take effect from and after the date of its passage and adoption.
10
11
12
13
I HEREBY CERTIFY that the foregoing Resolution was duly
adopted by the Community Development Commission of the City of
San Bernardino at a
meeting
thereof, held on the
day of
,
1991, by the following vote, to wit:
Commission Members:
~
~
ABSTAIN ABSENT
Secretary
The foregoing
day of
resolution is
, 1991.
hereby
approved this
W. R. Holcomb, Chairman
Community Development Commission
of the City of San Bernardino
BY:~~
-- Agency Cou el
- 6 -
(p
,
1
0 2
3
4
5
6
7
8
9
10
o
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o 0
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, 00 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.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the Community Development Commission
of the city of San Bernardino this day of
, 1991.
Secretary of the
Community Development
Commission of the City of San
Bernardino
SBEOIOIII\D0C\3
- 7 -
If
,
1
0 2
3
4
5
6
7
8
9
10
11
12
13
14
0 15
16
17
18
19
20
21
22
23
24
25
26
0 27
28
o
o
MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO, CALIFORNIA
AGENDA
September 16, 1991
Item:
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE
ISSUANCE OF NOT TO EXCEED $28,000,000
SAN BERNARDINO JOINT POWERS AUTHORITY TAX
ALLOCATION REFUNDING BONDS, 1991 SERIES A
(CENTRAL CITY MERGED PROJECT) AND THE BORROWING
BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO OF THE PROCEEDS THEREFROM PURSUANT TO
THAT CERTAIN LOAN AGREEMENT
Action to
be Taken:
Adopt Resolution.
Certified copy of Resolution to be returned to Sabo & Green, A
Professional Corporation.
SBEOIOIlIIDOCI2
9/10191 300
(p
o
o
o
1
2
8
4
5
6
7
8
9
10
11
12
18
14
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL
OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
APPROVING THE ISSUANCE OF NOT TO EXCEED
$28,000,000 SAN BERNARDINO JOINT POWERS
. AUTHORITY TAX ALLOCATION REFUNDING BONDS,
1991 SERIES A (CENTRAL CITY MERGED PROJECT)
AND THE BORROWING BY THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO OF THE
PROCEEDS THEREFROM PURSUANT TO THAT CERTAIN
LOAN AGREEMENT
WHEREAS, the Redevelopment Agency of the City of San
Bernardino (the "Agency") is a redevelopment agency (a public
body, corporate and pOlitic) duly created and eXisting pursuant
to the Community Redevelopment Law (Part 1 of Division 24,
commencing with Section 33000) of the Health and Safety Code of
the State of California (the "Community Redevelopment Law"); and
o 15 WHEREAS, the City of San Bernardino (the "City") and
16 the Agency have heretofore entered into a Joint Exercise of
17 Powers Agreement establishing the San Bernardino Joint Powers
18 Authority (the "Authority") for the purpose of issuing its bonds
19 to be used to make loans to any of its members to finance pUblic
20 capital improvements; and
21
22 WHEREAS, the Agency issued refunding bonds for its
28 Central city Redevelopment Project, Tax Allocation Refunding
24 Bonds, Issue of 1985 (the "Prior Bonds"); and
25
26 WHEREAS, the Agency desires to borrow money for the
27 purpose of refunding the Prior Bonds; and
o 28
- 1 -
\p
,
.
1
0 2
3
4
5
6
7
8
9
10
11
o
o
~
o
o
WHEREAS, the Authority proposes at this time to issue
its San Bernardino Joint Powers Authority Tax Allocation
Refunding Bonds, 1991 Series A (Central city Merged Project) (the
"Bonds") for the purpose of providing funds to make a certain
loan (the "Loan") to the Agency in a total principal amount not
to exceed $28,000,000 to undertake additional redevelopment
projects and to refund the Prior Bonds; and
WHEREAS, the Loan will be made by the Authority to the
Agency pursuant to that certain Loan Agreement which shall be
dated as of October 1, 1991 (the "Loan Agreement"), by and among
12 the Agency, the Authority and Security Pacific National Bank, as
13 trustee (the "Trustee"), a form of which is presently on file
14 with the Secretary of the Agency; and
15
16
17
18
19
20
21
22
23
24
25
26
27 NOW, THEREFORE, BE IT RESOLVED BY THE THE MAYOR AND
28 COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
- 2 -
WHEREAS, pursuant to the Community Redevelopment Law,
the Agency has the power and authority to borrow moneys for the
purpose of funding certain pUblic improvements and redevelopment
activities in its redevelopment project areas within the City of
San Bernardino, California; and
WHEREAS, the Mayor and Common Council have duly
considered such transaction and documentation and desires at this
time to approve said transaction and documentation in the pUblic
interests of the City;
I
\,-0
"
1
0 2
3
4
5
6
7
8
9
10
11
12
13
14
0 15
16
17
18
19
20
21
22
23
24
25
26
27
0 28
o
o
Section 1. ADDroval of the Authoritv Bonds. The
Mayor and Common Council hereby approve the issuance by the
Authority of its Bonds in a total principal amount of not to
exceed $28,000,000 for the purpose of providing funds to make a
certain loan (the "Loan") to the Agency in a total principal
amount of not to exceed $28,000,000 to undertake additional
redevelopment projects and to refund the Prior Bonds. The Mayor
and Common Council hereby further approve the Loan to the Agency
and the borrowing of funds by the Agency for the purpose of
undertaking further redevelopment projects and refunding the
Prior Bonds, pursuant to the terms of the Loan Agreement to be
entered into by the Agency.
Section 2. Official Actions. The Mayor and Common
Council, the city Clerk, and any and all other officers 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 to take any
and all actions, including execution and delivery of any and all
assignments, certificates, requisitions, agreements, notices,
consents, warrants and other documents which they, or any of
them, 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 pursuant to the Loan
Agreement and any related closing documents, as required, and the
consummation of the transaction described herein and therein.
- 3 -
\p
o
o
o
o
o
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING THE ISSUANCE OF NOT TO EXCEED
2 $28,000,000 SAN BERNARDINO JOINT POWERS AUTHORITY TAX ALLOCATION
REFUNDING BONDS, 1991 SERIES A (CENTRAL CITY MERGED PROJECT) AND
3 THE BORROWING BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO OF THE PROCEEDS THEREFROM PURSUANT TO THAT CERTAIN
4 LOAN AGREEMENT
5
Section 3.
Effective Date.
The findings and
6 determinations herein shall be final and conclusive. This
7 Resolution shall take effect upon the date of its adoption.
8 Council Members: MM ~ ABSTAIN
9
10 ESTRADA
11 REILLY
12 FLORES
13 MAUDSLEY
14 MINOR
15 POPE-LUDLAM
16 MILLER
17
18
19
CITY CLERK
The foregoing
day of
resolution is
, 1991.
hereby approved this
20
21
22
23 Approved as to form
and legal content:
24
25
26
W. R. HolCOmb, Mayor
City of San Bernardino
JAMES F. PENMAN
By: ?Z~~~~~01 /2 /1.
/~~
27 SBEOIOIII\IlOC\2
28
- 4 -
I
(p
o
o
o
1
2
3
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )
CITY OF SAN BERNARDINO )
ss
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
5 now on file in this office.
4
6 IN WITNESS WHEREOF, I have hereunto set my hand
affixed the official seal of the Mayor and Common Council of
7 city of San Bernardino this day of
1991.
8
9
10
11
12
13
14
and
the
,
City Clerk
City of San Bernardino
o 15
16
17
18
19
20
21
22
23
24
25
26
27
o 28
- 5 -
~
o
o
o
"
o
o
~II'\<:",^-
~_~_c"
AJhil'l!. Draft
~ePtember 4, 1991
LOAN AGREEMENT
By and among the
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY,
REDEVELOPMENT AGENCY OP THE
CITY OP SAN BERNARDINO
and
SECURITY PACIPIC NATIONAL BANK, as Trustee
Dated as o~Oetober 1,1991
Relating to
$
San Beroardlno Joint Powers Plnanclng Authority
Tu Allocation Refundlntr Bonds, 1991 Series A
(Central City Merged Project)
The amounts payable to the SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY (the "Authority") and certain other rights of the Authority under this
Loan Agreement have been pledged and assigned to Security Pacific National Bank,
as trustee (the "Trustee"), under the Indenture of Trust dated as of 1,
1991, between the Authority and the Trustee. /'
lo
" 0 0
TABLB OP CONTBNTS
0 Palle
ARTICLB I
Definitions
Section 1.01 Definitions 3
Section 1.02 Rules of Construction 6
ARTICLB II
The Loan; Repayment:
Application of Proceeds
Section 2.01 Authorization 7
Section 2.02 Repayment of Loan 7
Section 2.03 Optional Prepayment 7
Section 2.04 Application of Loan Proceeds 7
ARTICLB III
Security for Loan; Application of Funds
Section 3.01 Pledge of Tax Revenues 8
Section 3.02 Special Fund; Deposit of Tax Revenues 8
0 Section 3.03 Transfer of Tax Revenues from Special Fund 8
ASection 3.04 RedevelOliment Fund 9
.Sectlon 3.05 Low and oderate Income Housinll Account 10
Section 3.l}! Investment of Moneys; Valuation of Investments 10
ARTICLB IV
Other Covenants of the Agency
Section 4.01 Punctual Payment 11
Section 4.02 Limitation on Superior or Parity Debt 11
Section 4.03 Limitations on Issuance of Subordinate Debt 11
Section 4.04 Payment of Claims 12
Section 4.05 Books and Accounts; Financial Statement 12
Section 4.08 Protection of Security and Rights 12
Section 4.07 Payments of Taxes and Other Charges 12
Section 4.08 Disposition of Property 12
Section 4.09 Maintenance of Tax Revenues 13
Section 4.10 Payment of Bxpenses; Indemnification 13
Section 4.11 Compliance With Arbitrage Requirements;
Payment of Rebatable Amounts 13
Section 4.12 Redevelopment of Project Areas 14
Section 4.13 Further Assurances 14
o
(I)
~
0 0
ARTICLE V
Events of Default and Remedies
0 Section 5.01 Events of Default and Acceleration
of Maturities 15
Section 5.02 Application of Funds Upon Default 16
Section 5.03 No Waiver 16
Section 5.04 Remedies Not Exclusive 17
ARTICLE VI
Miscellaneous
Section 8.01 Benefits Limited to Parties 18
Section 8.02 Successor Is Deemed Included In All
References to Predecessor 18
Section 8.03 Discharge of Loan Agreement 18
Section 8.04 Amendment 19
Section 8.05 Waiver of Personal Liability 19
Section 8.06 Payment of Business Days 19
Section 6.07 Notices 19
Section 6.08 Partial Invalidity 19
Section 6.09 Governing Law 20
Signatures 21
0
o
(iI)
Co
o
o
o
o
o
LOAN AGRBEMBNT
THIS LOAN AGRBEMENT is made and entel"ed Into as of 1,
1991, by and among the SAN BERNARDINO JOINT POltERS FINANCING
AUTHORITY, a Joint powel"S authol"lty ol"ganized and existing undel" the laws of the
State of California (the "Authol"lty"), the REDEVBLOPMBNT AGENCY OF THE
CITY OF SAN BBRNARDINO, a public body cOl'pol"ate and Politic duly ol"fanized
and existing undel" the laws of the State of California (the "Agency") and
SECURITY PACIFIC NATIONAL BANK, a national banking association ol"fanized
and existing under the laws of the United States of America, as trustee (the
"Trustee");
WITNESSETH:
WHEREAS, the Authority Is a joint powel"S authority, duly established and
authol"lzed to transact business and exercise powel"S under and pUl"Suant to a Joint
Exercise of Powel"S Agreement between the City of San Bernardino and the Agency
which established the Authority for the pUl'pose of permitting the Authority to
issue bonds the proceeds of which may be used to make loans to or acquil"e
obligations of any of Its membel"S Ol" any other local agencies of the State of
California to finance or refinance public capital Improvements of such membel"S or
local agencies; and
WHEREAS, the Authority Is authol"lzed by the provisions of the Marks-Roos
Local Bond Pooling Act of 1985 constituting Article 4 (commencing with Section
6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of
Califol"nla, as amended, and a resolution adopted by the Authority on
, 1991 (the "Resolution") to issue $ awegate principal
amount of its Tax Allocation Refunding Bonds, 1991 Series A (Central City Mel"fed
Pl"oject), (the "Bonds"); and
WHEREAS, the Agency Is a public body, cOl'pol"ate and politic, duly
established and authorized to transact business and exercise powel"S under and
pUl"Suant to the provisions of Part 1 of Division 24 of the Health and Safety Code of
the State of California (the "Redevelopment Law"); and
WHEREAS, the Redevelopment Plan fOl" a redevelopment project known and
designated as the "Redevelopment Plan fOl" Meadowbrook Project Area" was
approved and adopted by the City by Ordinance No. 2233, which became effective
on August 22, 1958; and said Plan and said Ordinance were amended by the City by
Ordinance No. 2953, which became effective on Novembel" 22, 1968, said Plan
being l"eentltled "Redevelopment Plan for Meadowbrook Project No.1, Project
No. Calif. R-I0, hereinafter l"eferl"ed to as "Redevelopment Plan fOl" Meadowbrook
Project No.1"; and
WHEREAS, the Redevelopment Plan fOl" a l"edevelopment project known and
designated as the "Redevelopment Plan for Central City Project No. I, Calif. R-
79" was approved and adopted by the City by Ordinance No. 2649, which became
effective on March 27, 1965, and said Plan and said Ordinance wel"e amended by
the City by Ordinance No. 3059, which became effective on Apl"ill,7, 1970, which
Plan being l"eentltled and being hel"einafter refel"l"ed to as "Redevelopment Plan fOl"
Central City Project No.1"; and
1
Lr
o
o
o
-
"
o
o
WHEREAS, pursuant to urgency legislation enacted in 1977, adding Article
14 (commencing with Section 33470 of the Health and Safety Code) to Chapter 4 of
Part 1 of the Community Redevelopment Law, said Redevelopment Plans as
previously referred to were amended by the approval and adoption by the City by
Ordinance No. 3683 which became eftective on December 10, 1977, to merge said
Project Areas for financial purposes, said merged Project Areas to be known and
referred to as "Meadowbrook-Central City Redevelopment Project No.1"; and
WHEREAS, the Redevelopment Plan for a redevelopment project known and
designated as the "Redevelopment Plan for Central City South" was approved and
adopted by the City by Ordinance No. 3572 which became eftective on June 4,
1976; and
WHEREAS, the Redevelopment Plan for a redevelopment project known and
designated as the "Redevelopment Plan for Central City East Redevelopment
Project Area" was approved and adopted by the City by Ordinance No. 3571 which
became effective on June 2, 1976; and
WHEREAS, pursuant to Agency legislation enacted in 1983 adding Section
33476 to Article 14 of Chapter 4 of Part 1 of the Community Redevelopment Law,
the Redevelopment Plans were amended to merge the redevelopment projects of
Meadowbrook/Central City, Central City East and Central City South to be
designated as Central City; and -
WHEREAS, all requirements of law for and precedent to the adoption and
approval of the above referred to Redevelopment Plans and the merger of said
Project Areas for t1nanclal purposes have been duly complied with; and
WHEREAS, the Agency desires to borrow money for the purpose of
refunding Its outstanding Central City Redevelopment Project, Tax Allocation
Refunding Bonds'Nssue of 1985 (the "Prior Bonds"); and
WHEREAS, concurrent with the execution and delivery of this Loan
Agreement the Authority has Issued its $ aggregate principal amount of
San Bernardino Joint Powers Plnanclng Authority Tax Allocation Refunding Bonds,
1991 Series A (Central City Merged Project), for the purpose of providing funds to
make a loan to the Agency with respect to the Project Area; and
WHEREAS, In order to establish and declare the terms and conditions upon
which the Loan Is to be made and secured, the Agency and the Authority wish to
enter Into this Loan Agreement; and
WHEREAS, all acts and proceedings required by law necessary to make this
Loan Agreement, when executed by the Agency, the Trustee and the Authority, the
valid, binding and legal obligation of the Agency, the Trustee and the Authority,
and to constitute this Loan Agreement a valid and binding agreement for the uses
and purposes herein set fQ..rth in accordance with its terms, have been done and
taken, and the execution and delivery of this Loan Agreement have been in all
respects duly authorized bv the resDective Dartles:
NOW, THEREPORE, In consideration of the premises and the mutual
agreements herein contained, the parties hereto do hereby agree as follows:
2
~
J1 -
" 0 0
ARTICLE I
0 Definitions
Section 1.01. Definitions. Unless the context clearly otherwise requires or
unless otherwise defined herein, the capitalized terms In this Loan Agreement shall
have the respective meanings which such terms have In. Section 1.01 of the
Indenture. In addition, the following terms deflnad In this Section 1.01 shall, for all
purposes of this Loan Agreement, have the respective meanings herein specified.
"Additional Bonds" means any bonds of the Authority Issued pursuant to
Section 2.11 of the Indenture and secured by Parity Debt of the Agency. .
"Authority Debt" means (a) the Bonds; and (b) any Additional Bonds.
"Bonds" means the $ aggregate principal amount of San
Bernardino Joint Powers Plnanclng Authority Tax Allocation Refunding Bonds 1991
Series A (Central City Merged Project), issued and at any time Outstanding under
the Indenture.
o
"Certificate of the Agency" means a certificate In writing signed by the
Chairman, Vice Chairman, Executive Director, Assistant Executive Director,
Treasurer or Secretary of the Agency or by any other officer of the Agency duly
authorized by the Agency In wrltinlf to the Trustee for that purpose.
"City" means the City of San Bernardino, a charter city and municipal
corporation organized and existing under Its charter and the Constitution and laws
of the State.
"County" means the County of San Bernardino, a county duly organized and
existing under the Constitution and laws of the State.
"Event of Default" means any of the events described In Section 5.01.
"Plscal Year" means any twelve-month period extending from July 1 In one
calendar year to June 30 of the succeeding calendar year, both dates Inclusive, or
any other twelve-month period selected and designated by the Agency (pursuant to
a Certificate of the Agency filed with the Bank and the Trustee) as Its official
fiscal year period.
"Independent Accountant" means any accountant or firm of such
accountants duly licensed or registered or entitled to practice and practicing as
such under the laws of the State, appointed by the Agency, and who, or each of
whom: (a) Is In fact independent and not under the domination of the Agency; (b)
does not have any substantial Interest, direct or Indirect, with the Agency; and (c)
Is not connected with the Agency as an officer or employee of the Agency, but who
may be regularly retained to make reports to the Agency.
o
"Independent Plnanclal Consultant" means any consultant or firm of such
consultants appointed by the Agency, and who, or each of whom: (a) Is judged by
the Agency to have experience in matters relating to the collection of Tax
Revenues or otherwise with respect to the financing of redevelopment projects; (b)
3
~
o
o
o
IJ
o
o
is in fact independent and not under the domination of the Agency; (c) does not
have any substantial Interest, direct or Indirect, with the Agency, other than as the
Underwriter or as the original purchaser of any Authority Debt; and (d) is not
connected with the Agency as an officer or employee of the Agency, but who may
be regularly retained to make reports to the Agency.
"Indenture" means: (a) the Indenture of Trust dated as of August I, 1991, by
and between the Authority and the Trustee, authorizing the Issuance of the Bonds;
and (b) the instrument or instruments pursuant to which any Additional Bonds shall
be issued.
"Loan Agreement" means this Loan Agreement by and among the Agency,
the Trustee and the Authority, as originally entered into or as amended or
supplemented pursuant to the provisions hereof.
"Maximum Annual Debt Service" means the largest of the sums obtained for
any Fiscal Year after the computation Is made, by totalling the following for each
such Fiscal Year:
(1) The principal amount of all serial Bonds and serial Parity Debt
payable In such Fiscal Year; and/or
(2) The amount of Minimum Sinking Fund Payments for term
Bonds and term Parity Debt to be made In such Fiscal Year in accordance
with the applicable schedule or schedules of Minimum Sinking Fund
Payments; and
(3) The Interest which would be due during such Fiscal Year on
the aggregate principal amount of Bonds and Parity Debt which would be
outstanding In such Fiscal Year If the Bonds and Parity Debt outstanding on
the date of such computation were to mature or be redeemed in accordance
with the maturity schedule or schedules for the serial Bonds and serial
Parity Debt and the schedule or schedules of Minimum Sinking Fund
Payments for term Bonds and term Parity Debt. At the time and for the
purpose of making such computation, the amount of term Bonds and term
Parity Debt already retired In advance of the above mentioned schedule or
schedules shall be deducted pro rata from the remaining amounts thereon.
"Minimum Sinking Fund Payments" means the amount of money to be
deposited Into the Debt Service Fund to be used to redeem term Bonds and term
Parity Debt, at the principal amounts thereof, In the amounts and at the times set
($"th In the schedule or schedules of Minimum Sinking Fund Payments contained in
Section 2.03(c) of the Indenture or in any supplemental Indenture providing for the
issuance of Parity Debt.
"Parity Debt" means any tax allocation bonds (Including, without limitation,
bonds, notes, Interim certificates, debentures or other obligations) issued by the
Agency as permitted by Section 4.02 of this Loan Agreement.
"Project Area" means the merged Redevelopment Project area consisting of
Central City East, Central City South and Meadowbrook/Cental City, all as
described in the Redevelopment Plan.
4
Cp
o
o
o
1.
lJl
1_
o
o
"Redevelopment Law" means the Community Redevelopment Law of the
State, constituting Part 1 of Division 24 of the Health and Safety Code of the
State, and the acts amendatory thereof and supplemental thereto.
"Redevelopment Plan" means collectively the Redevelopment Plans for
Central City East, Central City South and Meadowbrook/Central City, as described
ill the recitais of this Loan Agreement, including any amendments thereof
heretofore or hereafter made pursuant to the Redevelopment Law.
"Redevelopment Project" means the undertaking of the Agency pursuant to
the Redevelopment Plan and the Redevelopment Law for the redevelopment of the
Project Area.
"Report" means a document In writing signed by an Independent Plnanclal
Consultant and Including! (a) a statement that the person or firm making or giving
sucb Report has read the pertinent provisions of this Loan Agreement to whlcb
such Report relates; (b) a brief statement as to the nature and scope of the
examination or Investigation upon which the Report Is based; and (c) a statement
that, in tbe opinion of such person or firm, sufficient examination or Investigation
was made as Is necessary to enable said consultant to express an Informed opinion
with respect to the subject matter referred to In the Report.
"Request of the Agency" means a request in writing signed by the Chairman,
Vice Chairman, Executive Director, Assistant Executive Director, Treasurer or
Secretary of the Agency or by any other officer of the Agency duly authorized by
the Agency for that purpose.
"Reserve Pund" means the fund by that name established and held by the
Trustee pursuant to Section 3.04 of the Indenture.
"Reserve Requirement" means as defined In the Indenture.
"Special Pund" means the fund established and held hereunder by the~ncy
pursuant to Section 3.02.
"Subordinate Debt" means any loans, advances or Indebtedness Issued or
incurred by the Agency, pursuant to and In accordance witb the provisions of
Section 4.03, which are either: (a) payable from, but not secured by a pledge of or
lien upon, any Tax Revenues; or (b) secured by a pledge of or lien upon the Tax
Revenues which Is subordinate to the pledge of and lien upon the T.JX Revenues
hereunder for the security of the Loan.
"Tax Revenue Certificate" means a Certificate of the Agency Identifying
the amount of all Tax Revenues received or to be received by the Agency In the
then current Plscal Year, based on assessed valuation of property in the Project
Areas as evidenced in a written document from an appropriate official of the
County.
"Tax Revenues" means moneys allocated or paid to the Agency derived from
each. of the following sources: (a) that portion of taxes levied upon assessable
property within the Project Area allocated to the Agency pursuant to Article 6 of
Chapter 6 of the Redevelopment Law and Section 16 of Article XVI of the
Constitution of the State of California except for amounts required to be set aside
5
lp
o
o
o
o
o
in a low and moderate income housing fund pursuant to Sections 33334.2 and
33334.3 of the Redevelopment Law; and (b) reimbursements, subventions, including
payment to the Agency with respect to personal property within the Project Area
pursuant to Section 16110, et !!!J., of the Government Code of the State of
California, or other payments made by the State with respect to any property taxes
that would otherwise be due on real or personal property but for an exemption of
such property from such taxes.
Section 1.02. Rules of Construction. All references herein to "Articles,"
"Sections" and other subdivisions are to the corresponding Articles, Sections or
subdivisions of this Loan Agreement, and the words "herein," "hereof," "hereunder"
and other words of similar Import refer to this Loan Agreement as a whole and not
to any particular Article, Section or subdivision hereof.
6
~
o
o
o
o
o
ARTICLE 0
Tbe LoaD; Repayment: Application of Proceeds
Section 2.01. Authorization. The Authority hereby agrees to lend to the
Agency the aggregate principal amount of
Dollars ($ ) under and sUbject to the terms of this Loan Agreement,
the Act and the Redevelopment Law. This Loan Agreement constitutes a
continuing agreement with the Authority to secure the full and final payment of
the Loan, subject to the covenants, agreements, provisions and conditions herein
contained. The proceeds of the Loan shall be disbursed to the Agency and shall be
applied by the Agency as set forth in Section 2.04.
Section 2.02. Repavment of Loan. The Loan shall be payable in installments
of principal, interest and premium which shall be due and payable by the Agency on
each Redemption Date and interest Payment Date in an amount equal to the
aggregate amount of the principal of and interest and premium (If any) coming due
and payable on the outstanding Authority Debt on such Redemption Date or
Interest Payment Date. Principal of and interest and premium (If any) on the Loan
shall be payable by the Agency to the Trustee, as assignee of the Authority under
the Indenture, In immediately available funds which constitute lawful money of the
United States of AmerlcL Payment of such principal and interest shall be secured,
and amounts for the payment thereof shall be deposited with the Trustee in the
amounts and at the times, as set forth in Article UI herein.
Section 2.03. ODtional PreDavment. The Agency shall have the right to
prepay the Loan on any date on which the Authority Debt is subject to optional
redemption pursuant to the Indenture, by depositing with the Trustee an amount
sufficient to pay the principal of and interest and premium (if any) on the
outstanding Authority Debt to be so redeemed pursuant to the indenture. The
Authority agrees that upon payment by the Agency to the Trustee of such amount,
the Authority shall take or cause to be taken any and all steps required under the
Indenture to redeem such outstanding Authority Debt on the redemption date
designated pursuant to a Request of the Agency filed with the Authority and the
Trustee; provided, however, that such redemption date shall be a date for which
notice of redemption of Authority Debt has been timely given pursuant to the
Indenture.
Section 2.04. ADDlication of Loan Proceeds. Por and as the Loan, on the
Closing Date the Authority shall cause to be disbursed the proceeds of sale of the
Bonds as provided In Section 3.02 of the Indenture.
7
lp
-
ll.
I
o
o
ARTICLE m
o
Security for Loan; Application of Funds
Section 3.01. Pled" of Tax Revenues. The Loan shall be equally secured by
a first pledge of and lien on all of the Tax Revenues. The Loan shall be
additionally secured by a first and exclusive pledge of and lien upon all of the
moneys in the Reserve Fund. The Tax Revenues are hereby allocated in their
entirety to the payment of the principal of and interest on the Loan as provided
herein. Except for the Tax Revenues, the Reserve Fund and the Special Fund, no
funds or properties of the Agency shall be pledged to, or otherwise lIabJe for, the
payment of principal of or interest or premium (if any) on the Loan.
o
Section 3.02. 8Deeial FundI Deposit of Tax Revenues. There is hereby
established a special fund to be known as the "Special Fund", which shall be held by
the Agency in trust for the benefit of the owners of all outstanding Authority Debt.
The Agency shall deposit all of the Tax Revenues received In any Fiscal Year In the
Special Fund, until such time (if any) during such Fiscal Year as the amounts on
deposit In the Special Fund are required to be withdrawn from the Special Fund and
transferred to the Trustee for^deposlt to the Debt Service Fund as required
pursuant to Section 3.03. Any Tax'Revenues received during such Fiscal Year after
such time shall be released from the pledge and lien hereunder and may be used for
any lawful purposes of the Agency. Prior to the payment in full of the principal of
and Interest and prepayment premium (if any) on the Loan and the payment in full
of all other amounts payable hereunder, the Agency shall not have any beneficial
right or interest In the moneys on deposit in the Special Fund, except as provided in
this Loan Agreement, and such moneys shall be used and applied as set forth
herein.
Section 3.03. Transfer of Tax Revenues from Special Fund. The Agency is
required to withdrew from the Special Pund and transfer to the Trustee for deposit
in the various funds and accounts under the Indenture as provided therein the
following amounts at the following times and In the following order of priority:
(a) Interest and Principal Deposits. Not later than the fifteenth (15th)
day preceding each Interest Payment Date commencing , 1991, the
Agency shall withdraw from the Special Fund and transfer to the Trustee for
deposit to the Debt Service Fund under the Indenture an amount equal to the
aggregate amount of principal of and interest on the Loan becoming due and
payable on such Interest Payment Date pursuant to Section 2.02.
In lieu of depositing cash with the Trustee as payment of any installment of
principal of the Loan coming due on 1 or any Redemption Date of any
year pursuant to Section 2.02, the Agency shall have the option to tender to the
Trustee for cancellation,gL Authority Debt maturing or subject to any mandatory
sinking fund redemption on 1 or any Redemption Date in such
year. Such Authority Debt may be purchased by the Agency with any source of
available moneys (Including but not limited toA:Y. Revenues not required to be
deposited with the Trustee pursuant to this Section), at public or private sale as
and when and at such prices as the Agency may in its discretion determine and
th Trustee no later than 45 da s rior to siiCl1
o 1 or other Redemotlon Date. as aoolicable. The par amount of an
8
\p
o
o
o
-
J
j
o
o
Authority Debt so purchased by the Agency and tendered to the Trustee In any
twelve-month period ending on 1 In any calendar year shall be
credited towards and shall reduce the payment required to be made pursuant to this
subsection (a) on the fifteenth (l5th) day preceding the next succeeding
1 or Redemption Date In such year.
(b) Reserve Pund DeDOSlts. In the event that the Trustee shall determine
pursuant to Section 3.04 of the Indenture that the amount on deposit in tile Reserve
Pund Is less than the Reserve Requirement, the Agency shall Immediately withdraw
from the Special Pund and transfer to the Trustee for deposit to the Reserve Pund
an amount of money necessary to maintain the Reserve Requirement therein. No
such transfer and deposit need be made to the Reserve Pund so long as there shall
be on deposit therein a sum at least equal to tile Reserve Requirement.
(c) SUrDlus. There shall be applied as a credit against the Agency's
obligation to make the deposit required pursuant to the preceding clause (a),
amounts on deposit In the Debt Service Pund on the date of such deposit. In the
event that for any reason whatsoever any amounts shall remain on deposit In the
Special Pund on any 2 after making all of the transfers theretofore
required to be made pursuant to the preceding clauses (a) and (b), the Agency may
withdraw such amounts from the Special Pund and, after payments of amounts due
the Trustee pursuant to Section 4.10 hereof'I\U8e such amounts for any lawful
purposes of the Agency.
Section 3.04. Redevelopment Pund. The Agency has heretofore established
a Central City Redevelopment Project, Redevelopment Pund. There Is hereby
created therein a special account called the "Central City Merged Project, Tax
Allocation Refunding Bonds, 1991 Series A, Redevelopment Account". The moneys
set aside and placed In the Redevelopment Pund shall remain therein until from
time to time expended solely for the purpose of financing a portion of the cost of
the Redevelopment Project and other costs related thereto, and also Including In
such costs:
(1) The paY~' any year during which the Agency owns any
property in the Project Re to any city, county, city and county, district
01' other public corpo tio which would have levied a tax upon such
property had It not been exempt, an amount of money In lieu of taxes as !..-
authorized by Section 33401 of the Law; and
(2) The cost of any lawful purposes In connection with the
Redevelopment Project, including, without limitation, those purposes
authorized by Section 33445 of the Redevelopment Law; and
(3) The necessary expenses In connection with the Issuance and
sale of the Bonds and fees of the Trustee.
If any sum remains In the Redevelopment Pund after the full
accomplishment of the object and purposes for which the Bonds were issued, said
sum shall be transferred to the Special Pund.
All of the above uses as set forth In this Section 3.04 constitute a
"redevelopment activity" as such term is defined In Section 33678 of the
Redevelopment Law.
9
(p
o
o
o
-
lJ
~
o
o
Section 3.05. Low and Moderate Income HouslDlf Account. Pursuant to
Section 33334.3 of the Redevelopment Law, the Agency has heretotore established
a Low and Moderate Income Housing Account relating to the Redevelopment
Project. There Is hereby established a separate subaccount to be known as the
"1991 Series A Low and Moderate Income Housing Account", which shall be held
and maintained by the Agency and which shall be deemed to constitute a part ot
the Low and Moderate Income Housing Account ot the Agency relating to the
Redevelopment Project established pursuant to Section 33334.3 ot the
Redevelopment Law. Amounts on deposit in the Low and Moderate Income Housing
Account shall be derived solely trom a portion ot the proceeds ot the Loan
deposited therein pursuant to the Indenture, and trom the Interest, protits and
other income received trom the Investment ot moneys retained In the Low and
Moderate Income Housing Account pursuant to Section 3.06. The moneys In the
Low and Moderate Income Housing Account shall be used solely In the manner and
tor the purposes as provided by Sections 33334.2 and 33334.3 ot the Redevelopment
Law.
Section 3.0,0, Investment at MonevlI Valuation ot Investments. All moneys
In the Special Fund, the Redevelopment Fund and the Low and Moderate Income
HousiDlf Accol!!! shall be Invested by the Agency. AObllgatlons purchased as an
investment of moneys in any tund or account established hereunder shall be
credited to and deemed to be part ot such tund or account. The Trustee may
commingle any amounts In any of the tunds and accounts held hereunder with any
other amounts held by the Trustee tor purposes ot making any Investment at the
direction ot the Agency, provided that the Trustee shall maintain separate
accounting procedures tor the Investment at all tunds and accounts held hereunder.
All interest, protlts and other Income received trom the Investment at
moneys in any tund or account established hereunder shall be deposited in such tund
or account. Notwithstanding anything to the contrary contained In this paragraph,
an amount of Interest received with respect to any Investment equal to the amount
at accrued interest, If any, paid as part ot the purchase price ot such Investment
shall be credited to the tund trom. which such accrued Interest was paid.
For the purpose ot determining the amount In any tund or account
established hereunder, the value ot Permitted Investments credited to such tund or
account shall be calculated at the lesser at (a) the original cost thereat (excluding
brokerage commissions and accrued Interest, it any), or (b) the par amount thereot.
10
~
o
o
o
-
~
-
w.
~ - -
o
o
ARTICLE IV
Other Covenants of the Agency
Section 4.01. Punctual Payment. The Agency will punctually payor cause
to be paid the principal of and Interest on the Loan together with any prepayment
premiums thereon In strict conformity with the terms of this Loan Agreement, and
it will faithfully observe and perform all of the conditions, covenants and
requirements of this Loan Agreement.
Section 4.02. Limitation on Superior or Parity Debt. The Agency may issue
or incur debt on a parity with the Loan in such principal amount as shall be
determined by the Agency. The Agency may Issue and deliver any Parity Debt
subject to the following specific conditions which are made conditions precedent to
the issuance and delivery of such Parity Debt Issued in accordance with this Loan
Agreement:
(a) No event of default shall have occurred and be continuing, and the
Agency shall otherwise be In compliance with all covenants set forth In this Loan
Agreement.
(b) The Tax Revenues received or to be received for the then current
Fiscal Year based on the most recent taxable valuation of property in the Project
Area as evidenced In a written document from an appropriate official of the
County, exclusive of State subventions and taxes levied to pay outstanding bonded
indebtedness, shall be at least equal to one hundred twenty-five percent (125'16) of
Maximum Annual Debt Service on the Loan and Parity Debt which will be
Outstanding immediately following the Issuance of such Parity Debt.
(c) The Reserve Fund shall be funded In an amount which, together with
any balance therein, will equal the Reserve Requirement after the Issuance of such
Parity Debt.
(d) The Agency shall deliver to the Trustee a Certificate of the Agency
certifying that the conditions precedent to the lasuance of such Parity Debt set
forth in subsections (a), (b) and (c) above have been satisfied.
Section 4.03. Limitations on Issuance of Subordinate Debt. In addition to
the Loan, the Agency may Issue or incur Subordinate Debt In accordance with this
Section 4.03. The Agency may Issue or Incur Subordinate Debt in such principal
amount as shall be determined by the Agency, subject to the following specific
conditions precedent.
(a) The Agency shall be In compliance with all covenants set forth in this
Loan Agreement and any loan agreements to which the Agency is a party with
respect to any Parity Debt.
(b) f and to the extent such Subordinate Debt Is payable from Tax
Revenues. j11e Agency cert y a e lasuance 0 suc u na e e s
not cause the aggregate annual amount of the principal of and Interest on the Loa'!a,
anv Paritv Debt and all Subordinate Debt to exceed the maximum amount of Tax
11
~
o
o
o
l.I.
o
o
Revenues permitted under the Redevelopment Plan to be allocated and paid to the
Agency annually following the issuance of such Subordinate Debt.
(c) The Agency shall deliver to the Trustee a .wrltten certificate of the
Agency certifying that the conditions precedent to the issuance of such
Subordinate Debt set forth In subsections (a) and (b) of this Section 4.03 have been
satisfied.
Section 4.04. Payment of Claims. The Agency will pay and discharge, or
cause to be paid and discharged, any and all lawful claims for labor, materials or
supplies which, If unpaid, might become a lien or charge upon the properties owned
by the Agency or upon the Tax Revenues or any part thereof, or upon any funds In
the hands of the Trustee, or which might Impair the security of the Loan. Nothing
herein contained shall require the Agency to make any such payment so long as the
Agency In good faith shall contest the validity of said clalms.
Section 4.05. Books and Accounts; Financial Statement. The Agency will
keep, or cause to be kept, proper books or record and accounts, separate from all
other records and accounts of the Agency and the City, In which complete and
correct entries shall be made of all transactions relating to the Redevelopment
Project and Tax Revenues. Such books of record and accounts shall at all times
during business hours be subject, upon prior written request, to the reasonable
Inspection of the Authority, the Trustee and the owners of any outstanding
Authority Debt, or their representatives authorized In writing.
The Agency will cause to be prepared and tiled with the Trustee annually,
within one hundred and eighty (180) days after the close of each Fiscal Year so long
as any of the Authority Debt Is outstanding, complete audited financial statements
with respect to such Fiscal Year showing the Tax Revenues, all disbursements from
the Redevelopment Fund and the financial condition of the Redevelopment Project,
including the balances In all funds and accounts relating to the Redevelopment
Project, as of the end of such Fiscal Year. The Agency will furnish a copy of such
statements, upon reasonable request, to the owner of any Authority Debt.
Section 4.06. Protection of Securltv and RIKhts. The Agency will preserve
and protect the security ot the Loan and the rights ot the Trustee and the owners
ot outstanding Authority Debt with respect to the Loan. From and after the
Closing Date, the Loan shall be Incontestable by the Agency.
Section 4.07. Payments of Taxes and Other Chanres. The Agency will pay
and discharge, or cause to be paid and discharged, all taxes, service charges,
assessments and other governmental charges which may hereafter be lawfully
Imposed upon the Agency or the properties then owned by the Agency in the
Project Area, when the same shall become due. Nothing herein contained shall
require the Agency to make any such payment so long as the Agency In good faith
shall contest the validity of said taxes, assessments or charges. The Agency will
duly observe and conform with all valid requirements of any governmental
authority relative to the Redevelopment Project or any part thereof.
Section 4.08. DiSpOSition of Property. The Agency will not participate In
the disposition of any land or real property In the Project Area to anyone which
will result In such property becoming exempt from taxation because of public
ownership or use or otherwise (except property dedicated for public right-of-way
12
If
SEP 09 '91 15:26 HOLMES & GRAVEN
~.<::
o
o
o
and' except property planned for pubUo ownership or use by the B.edevelopmeut
Plan in effect on the data of thls Loan Acreement) 10 that lUoh cll8posltion sIlalJ,.
when talceu together with other lUoh dlapoaltloas, anlepte more than ten percent
(10'16) ot the land area In the Project Area unlea such disposition 18 permitted u
hereinafter provided In th18 Section 4.08. If the Apl10f p1'OpoIIe. to participate in
such a disposition, It tha1l thereupon appoint an Independent Financial Coll&Ultant
to report on the effect of seld propoled dilpolltlon. It the B.eport of tha
Independent Plnanolal 'Consultant concludes'that the security of the Loan or the
rlahtl of the Authority. the owners of Authority Debt and the Trultee hereunder
will not be materially Impelred by aald propoIIed dilpolltlon, the ApDOJ 1118"
thereafter malee such disposltioo. If seld aaport collClludes that such seourlty will
be materiallY' Impaired b,. said proposed dfaposltlon. the Agenoy shall dtaapprove
said pro~ed dlsposltioo.
Seotlon 4.09., M!Jntenanee of Tax aevenues. The ApIlOJ' ab&I1 comply with
all requirements ot the Redevelopment Law to elllllft the allooatlon and paJment
to It of the Tax aev.nues, Inolurllnr without nmltation the tlmel,. twnr of any
~eoessary atatements of Indebtedness with appropriate ottlcfa1s of the County and
(In tbe cue of supplement4l revenues and other amOWlts payable bJ the State)
appropriate oftlclals ot the State. and sball forward Information copl.. of each
suob fUlnr to the Trustee. The Apncy shall not voluntarily enter into any
agreement wltb the County or any other roverDmental unit, which would bave the
eft.ct of reduotng the amount of Tax aevanu.. aVln,bl. to the Agency for
paJlllent of the Loan, unlesll the Apncy shall tlrst obtain the Report ot an
Indepel1dent Financial consultant statln, the amount of Tax R.v.ma.. eltlmated to
be rec.lved In the current :rtsoaI Yeli and In .ach of the three (3) IUOO.edm,
Fiscal Y.ars shall be at laut equal to one hundred twenty-tlve percent (126'16) ot
Average Annual Debt Service. and unless any paym.nt' obliptions of the AlenOJ
pursuan~ to any lUoh acreem.nt are subordinate to the ob1Iptions of the Ar.Dcy'
, hereunder.
4~
, , SectloD 4.10. payment ot ExD'''..tlt IndmD1t\P~ The Af8DCJ shall pay
to the Truste,e from tim. to time aU compensa 11 lor sarvic.. renderecI under
this Loan All'88ment and the Indenture, lncludlnr but not nmlted to all reasonable
expenses, charplo leral and conswtlni te.. ad other d)sburaements and those of
Its attomaya, qentl, and .mploy.... lnourrecJ In and about the pertorawace of Its
powers and dutl.. hereundar and ther.under. Upon the occurrence of an Event of
Default, the Trustee ahall have .. tint n.n on the Tax aevenu.. and the allel'Ve
A~ to a.cure the payment to ~ Trust.. of aU f.... coati and ,8lqMI1IIH,
Ine1u_ reasonable compensation to ItI experts, attom6Jl and oounsellncurred In
deelarlnr such Event of Datanlt and in .xerolslnr the rlaht. and remedies set torth
In A.rt101e v.
o
The' Are1lOJ"furthar covenants and aar... to lndemJlifJ and ..ve the Trultee
and Its offlc.... dlreotort, a,ents and employ.... harllllesI aplDIt any 10S1810
expenses and llabUltl.. which It may Incur arIe\ng out of or In th.u:eroile and
performance of Its pOw.n and duties h.r.under. lnclucflnr the com and expellSes
of detendinr against any claim ot UabUlty. but exc1ur1lni any aucl all losses,
.xpenses and liabilities which are due to the narllpnoe or ,Intentional misconduct
of the Trustee, Its offlo.... dlreotors, qents or, .mploy.... The obIlptIons of the
ApDcy' under thl8 paracraph shall survive the reslrnatlon or removal of the Trustee
under the Indenture, thil Loan Aareement and payment of the Loan and the
dlsaharl' of this Loan Aareement.
11
tp
o
o
o
-
o
o
Section 4.11. ComDlIance With Arbitran Reauirements; Payment of
Rebatable Amounts. The Agency sha1I not take, or permit or suffer to be taken by
the Trustee or otherwise, any action with respect to the proceeds of the Loan
which If such action had been reasonably expected to have been taken, or had been
deliberately and Intentionally taken, on the Closing Date would have caused any of
the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Tax
Code or to be "private activity bonds" within the meaning of Section 141 of the Tax
Code. .
The Agency agrees to furnish all Information to, and cooperate fully with,
the Authority, the Trustee and their respective officers, employees, agents and
attorneys, in order to assure compliance with the provisions of Section 5.07 of the
Indenture. In the event that the Authority shall determine, pursuant to Section
5.07 of the Indenture, that any amounts are due and payable to the United States of
America thereunder and that neither the Authority nor the Trustee has on deposit
an amount of available moneys (excluding moneys. on deposit In the Interest
Account, the Principal Account or the Reserve Account and excluding any other
moneys required to pay the principal of or Interest or redemption premium, If any,
on the outstanding Authority Debt) to make such payment, the Authority shall
promptly notify the Agency of such fact. Upon receipt of any such notice, the
Agency shall promptly pay to the Trustee from available To: Revenues or any
other source of legally available funds, for deposit into the Rebate Account, the
sum of (a) one hundred percent (10096) of the amounts determined by the Authority
to be due and payable to the United States of America as a result of the
investment of amounts on deposit In any fund or account established hereunder,
plus (b) all other amounts due and payable to the United States of America.
Section 4.12. RedeveloDment of Profect Area. The Agency shall ensure that
all activities undertaken by the Agency with respect to the redevelopment of the
Project Area are undertaken and accomplished In conformity with all applicable
requirements of the Redevelopment Plan and the Redevelopment Law.
Section 4.13. Further Assurances. The Agency will adopt, make, execute
and deliver any and all such further resolutions, Instruments and assurances as may
be reasonably necessary or proper to carry out the intention or to facilitate the
performance of this Loan Agreement and for the better assuring and confirming
unto the Trustee, the Authority and the owners of the Authority Debt of the rights
and benefits provided In this Loan Agreement.
14
lp
o
o
o
-
o
o
ARTICLE V
Events of Default and Remedies
Section 5.01. Events of Default and Acceleration of Maturities. The
following events shall constitute Events of Default hereunder,
(a) Failure by the Agency to pay the principal of or interest or
prepayment premium (if any) on the Loan when and as the same shall become due
and payable.
(b) Failure by the Agency to observe and perform any of the covenants,
agreements or conditions on its part contained in this Loan Agreement, other than
as referred to in the preceding clause (a), for a period of sixty (60) days after
written notice specifying such failure and requesting that it be remedied has been
given to the Agency by the Trustee; provided, however, that if in the reasonable
opinion of the Agency the failure stated in such notice can be corrected, but not
within such sixty (60) day period, the Trustee shall not unreasonably withhold its
consent to an extension of such time if corrective action Is Instituted by the
Agency within such sixty (60) day period and dl1lgently pursued until such failure Is
corrected.
(c) The fl1lng by the Agency of a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws or any other
applicable law of the United States of America, or If a court of competent
jurisdiction shall approve a petition, filed with or without the consent of the
Agency, seeking reorganization under the federal bankruptcy laws or any other
applicable law of the United States of America, or If, under the provisions of any
other law for the relief or aid of debtors, any court of competent jurisdiction shall
assume custody or control of the Agency or of the whole or any substantial part of
its property.
If an Event of Default has .occurred and is continuing, the Trustee may, and
at the written direction of the Owners of a majority In aggregate principal amount
of the Outstanding Bonds, the Trustee shall, (a) declare the principal of the Loan,
together with the accrued Interest on all unpaid Installments thereof, to be due and
payable immediately, and upon any such declaration the same shall become
immediately due and payable, anything In this Loan Agreement to the contrary
notwithstanding, and (b) exercise any other remedies available to the Trustee In
law or at equity. Immediately upon becoming aware of the occurrence of an Event
of Default, the Trustee shall give notice of such Event of Default to the Agency by
telephone, telecopler or other telecommunication device, promptly confirmed In
writing. This provision, however, Is subject to the condition that If, at any time
after the principal of the Loan shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered, the Agency shall deposit with the Trustee a sum sufficient to
pay all installments of principal of the Loan matured prior to such declaration and
all accrued Interest thereon, with interest on such overdue Installments of principal
and interest at the net effective rate then borne by the Outstanding Bonds, and the
reasonable expenses of the Trustee (including but not limited to attorneys fees),
and any and all other defaults known to the Trustee (other than in the payment of
principal of and interest on the Loan due and payable solely by reason of such
15
lp
o
o
o
declaration) shall have been made good or cured to the satisfaction of the Trustee
or provision deemed by the Trustee to be adequate shall have been made therefor,
then, and in every such case, the Owners of a majority In aggregate principal
amount of the Outstanding Bonds may, by written notice to the Trustee, the
Authority and the Agency, rescind and annul such declaration and Its consequences.
However, no such rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair or exhaust any right or power consequent
thereon.
Section 5.02. Application of Funds UpOn Default. All amounts received by
the Trustee pursuant to any rlKbt given or action taken by the Trustee under the
provisions of this Loan Agreement, or otherwise held by the Trustee upon the
occurrence of an Event of Default, shall be applied by the Trustee in the following
order:
First, to the payment of the ~e~ costs and expenses of the Trustee
in declaring such Event of Default n carrying out the provisions of this
Article V, including reasonable compensation to Its agents, attorneys and
counsel; and
o
Second, to the payment of the whole amount of interest on and
principal of the Loan then due and unpaid, with Interest on overdue
Installments of principal and interest to the extent permitted by law at the
net effective rate of interest then borne by the Outstanding Bonds;
provided, however, that in the event such amounts shall be insufficient to
pay In full the full amount of such interest and principal, then such amounts
shall be applied In the following order of priority:
(a) to the payment of all installments of Interest on the
Loan then due and unpaid, on a pro rata basis in the event that the
available amounts are Insufficient to pay all such Interest In full.
(b) to the payment of principal of all installments of the
Loan then due and unpaid, other than principal having come due and
payable solely by reason of acceleration pursuant to Section 5.01, on
a pro rata basis in the event that the available amounts are
Insufficient to pay all such principal In full.
(c) to the payment of principal of the Loan then due and
unpaid and having come due and payable solely by reason of
acceleration pursuant to Section 5.01, on a pro rata basis in the event
that the available amounts are Insufficient to pay all such principal in
full, and
o
(d) to the payment of interest on overdue installments of
principal and interest, on a pro rata basis in the event that the
available amounts are Insufficient to pay all such interest In full.
Section 5.03. No Waiver. Nothing In this Article V or in any other provision
of this Loan Agreement, shall affect or impair the obligation of the Agency, which
is absolute and unconditional, to pay from the Tax Revenues and other amounts
pledged hereunder, the principal of and interest and premium (if any) on the Loan
to the Trustee as herein provided, or affect or impair the right of action, which Is
16
~
o
o
o
1
L
J1
o
o
also absolute and unconditional, of the Trustee to Institute suit to enforce such
payment by virtue of the contract embodied in this Loan Agreement.
A waiver of any default by the Trustee shall not affect any subsequent
default or impair any rights or remedies on the subsequent default. No delay or
omission of the Trustee to exercise any right or power accruing upon any default
shall impair any such right 9.t power or shall be construed to be a waiver of any
such default or an acquiescence therein, and every power and remedy conferred
upon the Trustee by the Redevelopment Law or by this Article V may be enforced
and exercised from time to time and as often as shall be deemed expedient by the
Trustee.
If a suit, action or proceeding to enforce any right or exercise any remedy
shall be abandoned or determined adversely to the Trustee, the Agency and the
Trustee shall be restored to their former positions, rights and remedies as If such
suit, action or proceeding had not been brought or taken.
Section 5.04. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Trustee Is Intended to be exclusive of any other remedy. Every
such remedy shall be cumulative and shall be In addition to every other remedy
given hereunder or now or hereafter existing, at law or In equity or by statute or
otherwise, and may be exercised without exhausting and without regard to any
other remedy conferred by the Redevelopment Law or any other law.
17
~
o
o
o
o
o
ARTICLB VI
Miscellaneous
Section 6.01. Benefits Limited to Parties. Nothing in this Loan Agreement,
expressed or implied, Is Intended to give to any person other than the Agency, the
Trustee and the Authority, any right, remedy or claim under or by reason of this
Loan Agreement. All covenants, stipulations, promises, or agreements in this Loan
Agreement contained by and on behalf of the Agency shall be for the sole and
exclusive benefit of the Authority and of the Trustee acting as trustee for the
benefit of the Owners of the Bonds.
Section 6.02. Successor Is Deemed Included In All References to
Predecessor. Whenever in this Loan Agreement either the Agency, the Authority
or the Trustee Is named or referred to, such reference shall be deemed to Include
the successors or assigns thereof, and all the covenants and agreements In this
Loan Agreement contained by or on behalf of the Agency, the Authority or the
Trustee shall bind and Inure to the benefit of the respective successors and assigns
thereof whether so expressed or not.
Section 6.03. Dlschara:e of Loan AlZreement. If the Agency shall pay and
discharge the entire indebtedness on the Loan In anyone or more of the following
ways:
(a) by well and truly paying or causing to be paid the principal of and
Interest and prepayment premiums (if any) on the Loan, as and when the same
become due and payable;
(b) by irrevocably depositing with the Trustee, In trust, at or before
maturity, cash In an amount which, together with the available amounts then on
deposit in any of the funds and accounts established pursuant to the Indenture or
this Loan Agreement, Is fully sufficient to pay all principal of and Interest and
prepayment premiums (If any) on the Loan; or
(c) by irrevocably depositing with the Trustee or any other fiduciary, In
trust, Federal Securities in such amount as an Independent Certified Public
Accountant shall determine will, together with the Interest to accrue thereon and
available moneys then on deposit In the funds and accounts established pursuant to
the Indenture or pursuant to this Loan Agreement, be fully sufficient to pay and
discharge the Indebtedness on the Loan (including all principal, and interest and
prepayment premiums) at or before maturity;
then, at the election of the Agency but only if all other amounts then due and
payable hereunder shall have been paid or provision for their payment made, the
pledge of a lien upon the Pledged Revenues and other funds provided for in this
Loan Agreement and all other obligations of the Trustee, the Authority and the
Agency under this Loan Agreement with respect to the Loan shall cease and
terminate, except only the obligation of the Agency to payor cause to be paid to
the Trustee, from the amounts so deposited with the Trustee or such other
fiduciary, all sums due with respect to the Loan and all expenses and costs of the
Trustee. Notice of such election shan be filed with the Authority and the Trustee.
18
f
\y
o
o
o
jJ
l..
~ -
1
o
o
Any funds thereafter held by the Trustee hereunder, which are not required
for said purpose, shall be paid over to the Agency.
Section 8.04. Amendment. This Loan Agreement may be amended by the
parties hereto but only or with the effect and under the circumstances set forth in
the Indenture. The Authority and the Trustee covenant that the Indenture shall not
be amended without the prior written consent of the Agency.
Section 6.05. Waiver of Personal Liability. No member, officer, agent or
employee of the Agency shall be Individually or personally liable for the payment
of the principal of or Interest on the Loan; but nothing herein contained shall
relieve any such member, officer, agent or employee from the performance of any
official duty provided by law.
Section 6.06. Payment of Business Davs. Whenever In this Loan Agreement
any amount Is required to be paid on a day which Is not a Business Day, such
payment shall be required to be made on the Business Day Immediately following
such day.
Section 6.07. Notices. All written notices to be given under this Loan
Agreement shall be given by first class mail or personal delivery to the party
entitled thereto at Its address set forth below, or at such address as the party may
provide to the other party In writing from time to time. Notice shall be effective
48 hours after deposit In the United States mall, postage prepaid or, In the case of
any notice to the Trustee or In the case of personal delivery to any person, upon
actual receipt at the address set forth below:
If to the
Authority:
San Bernardino Joint Powers Public
Finance Authority
300 North "D" Street
San Bernardino, California 92418
Attentlon: Chairman
If to the
Agency:
Redevelopment Agency of the
City of San Bernardino
300 North "D" Street
San Bernardino, California 92418
Attention: Executive Director
If to the
Trustee:
Security Pacific National Bank
1<090 WIIRhlre Boulevard
5th Floor HM-143
Los Angeles, California 90017
Attention: Corporate Trust Division
Reference: 11-7-[to follow]
Section 6.08. Partial Invalidity. If any Section, paragraph, sentence, clause
or phrase of this Loan Agreement shall for any reason be held illegal, invalid or
unenforceable, such holding shall not affect the validity of the remaining portions
of this Loan Agreement. The Agency hereby declares that It would have adopted
this Loan Agreement and each and every other section, paragraph, sentence, clause
or phrase hereof and authorized the Loan irrespective of the fact that anyone or
19
~
o
o
o
.4
.
" IS
..II..
.1 _
bi..
o
o
more Sections, paragraphs, sentences, clauses, or phrases of this Loan Agreement
may be held illegal, InvalId or unenforceable.
Section 6.09. Governlnll Law. This Agreement shall be construed and
governed In accordance with the laws of the State.
20
r
V
o
o
o
.
~..
j~
o
4. - -
J:.
o
IN WITNESS WHEREOF, the Redevelopment Agency of the City of San
Bernardino, Security Pacific National Bank and the San Bernardino Joint Powers
Authority, have caused this Loan Agreement to be signed by their respective
officers, all as of the day and year first above written.
ATTEST:
By
Secretary
APPROVED AS TO PORM:
By
Agency Counsel
ATTEST:
By
Secretary
APPROVED AS TO FORM:
By
Agency Counsel
REDEVELOPMENT AGENCY OF THE
CITY OP SAN BERNARDINO
By
Chairman
SAN BERNARDINO JOiNT POWERS
PiNANCING AUTHORITY
By
Chairman
SECURITYPACIPIC NATIONAL BANK,
as Trustee
By
Authorized Officer
21
Cp
o
o
o
.
till
-
- J.
J.
o
o
Draft 9/04/91
$
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY
TAX ALLOCATION REFUNDING BONDS, 1991 SERIO A
(CBNTRAL CITY MBRGED PROJECT)
BOND PURCHASE AGREEMENT
, 1991
San Bernardino Joint Powers
Financing Authority
300 North "0" Street
San Bernardino, California 92418
Ladies and Gentlemen:
Miller & Schroeder Financial, Inc. (the "Underwriter") hereby offers to
purchase upon the terms and conditions hereinafter specified, $
aggregate principal amount of San Bernardino Joint Powers Financing Authority
Tax Allocation Refunding Bonds, 1991 Series A (Central City Merged Project) (the
"Bonds") to be issued by the San Bernardino Joint Powers Financing Authority (the
"Authority''). The Authority will issue the Bonds pursuant to a resolution adopted
on , 1991 (the "Resolution"). The Bonds are described on
Exhibit A attached hereto and will be offered and sold pursuant to an Official
Statement (the "Official Statement"). If and when accepted by you, this document
shall constitute our Bond Purchase Agreement (the "Agreement'').
It is our understanding that the Bonds are to be issued pursuant to the
Marks-Roos Local Bond Pooling Act of 1985 contituting Article 4 (commencing
with Section 6584), Chapter 5 of Division 1 of Title 1 of the Government Code of
the State (the "Act") and under the Resolution. The proceeds of the Bonds will be
used to make a loan to the Redevelopment Agency of the City of San Bernardino
(the "Agency"), to be applied by the Agency to (I) advance refund Its $21,000,000
Tax Allocation Refunding Bonds, Issue of 1985 (the "1985 Bonds"), (iI) assist in
financing land acquisition and public Improvements (the "Project") In the Central
City Merged Redevelopment Project (the "Project Area"), (ill) fund in part the
Agency's Low and Moderate Income Housing Fund relating to the Project Area, and
(iv) pay other costs associated with the implementation of the Project. The Bonds
are payable from the repayments of the Agency loan, which are secured by a
pledge of the Agency's Tax Revenues. The Bonds will be sold by the Underwriter as
described in the Official Statement. All capitalized terms not otherwise defined
herein shall have the meaning assigned to them in the Indenture of Trust dated as
of October 1, 1991 (the "Indenture").
1. Representations of the Authoritv. The Authority hereby represents,
warrants and agrees that both at the date hereof and at the date of closing that:
(a) The Authority is a public entity of the State of California, duly
organized and existing under and pursuant to the Constitution and laws of the State
1
~
o
o
o
4J
JI
WI
-
o
o
of California. The Act authorizes the Authority to adopt the Resolution and to
enter into the Loan Agreement and the Indenture.
(b) To the best of its knowledge the Authority has complied with all
provisions of California law, including the Act, in connection with the
authorization and issuance of the Bonds, and has full power and authority to adopt
the Resolution and to execute and deliver this Agreement, the Resoiution, the
Indenture, the Loan Agreement, and any and all other agreements relating thereto
and to carry out the terms thereof.
(c) The Resolution has been duly and validly adopted. This Agreement
and any other documents related to the Bonds, when executed and delivered as
contemplated by this Agreement, will have been duly and validly authorized,
executed and delivered, will be In full force and effect and will be valid and binding
obligations of the Authority enforceable in accordance with their terms, except to
the extent that the enforceabUlty thereof may be limited by bankruptcy,
insolvency or other laws affecting creditors' rights generally. The Resolution, the
Indenture, the Loan Agreement, and this Agreement shall be In the form heretofore
submitted to us and approved by us with only such changes as mutually agreed upon
by us and the Authority.
(d) The Authority has duly authorized all necessary action to be taken by
it for (I) the authorization, and sale of the Bonds upon the terms set forth herein
and In the Resolution; (Ii) the execution and delivery by it of the Resolution and the
Indenture providing for the issuance of and security for the Bonds and the pledge by
the Authority of Revenues sufficient to pay the principal and Interest on the Bonds;
and (Iii) the execution, delivery, receipt and due performance of this Agreement,
the Bonds, the Resolution, the Indenture, the Loan Agreement, and any and all such
other agreements and documents as may be required to be executed, delivered and
received by the Authority in order to carry out, give effect to and consummate the
transactions contemplated hereby. Executed counterparts of the Resolution, the
Indenture, the Loan Agreement, and this Agreement, will be delivered by the
Authority at the Closing Time as hereinafter defined.
(e) The Bonds when issued and delivered as provided herein and In the
Resolution and Indenture, will have been duly and validly authorized and Issued and
will be entitled to the benefits and security of the Resolution and the Indenture
which among other things provide that the Bonds and the interest thereon are
payable solely from Revenues (except to the extent paid out of moneys attributable
to the Bonds or refunding bond proceeds or the income from the temporary
investment thereof and, under certain circumstances, proceeds of insurance, sale
and condemnation awards) and not from any other fund or source and do not
constitute a debt of the Authority within the meaning of any constitutional or
statutory limitation.
(0 The Official Statement does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein in order
to make the statements contained therein not misleading. By offical action of the
Authority prior to or concurrently with the acceptance hereof, the Authority has
duly authorized and approved the use and distribution of the Official Statement.
(g) The Authority will cause the proceeds from the sale of the Bonds to
be utilized as specified in the Resolution. So long as any of the Bonds are
2
Cp
o
o
o
J
1
I..
o
o
outstanding and except as may be authorized by the Resolution, the Indenture, or
the Loan Agreement, the Authority will not issue or sell any bonds or other
obligations, other than the Bonds sold thereby and additional bonds permitted to be
issued and sold as provided in the Resolution, the Indenture, or the Loan
Agreement, the Interest and premium, If any, or principal of which will be payable
from the Revenues and wl1l not pledge the Revenues other than to the payment of
the Bonds and additional bonds permitted to be sold as provided in the Resolution,
the Indenture, or the Loan Agreement, and the Interest thereon, except as provided
in the Resolution, the Indenture, or the Loan Agreement.
(h) There is no action, suit, proceeding, Inquiry or investigation at law or
in equity or before or by any court, public board, or body pending or, to the
knowledge of the Authority, threatened against or affecting the Authorlty (or any
basis therefor) wherein an unfavorable decision, ruling or finding would have a
material adverse effect on the validity or security of the Bonds, the Resolution,
this Agreement, the Indenture, or the Loan Agreement, or the transactions
contemplated thereby, or the tax exempt status of the Bonds.
(I) The adoption of the Resolution and the execution and delivery of the
Indenture, the Loan Agreement, or this Agreement, and the other agreements
contemplated hereby and by the Official Statement, and the substantial compliance
with the provisions thereof, wl1l not conflict with or result In a material breach of
any of the terms and provisions of, or constitute a material default under, any
existing law, court or administrative regulation, decree or order, or any agreement,
indenture, mortgage, lease or other instrument to which the Authority is subject or
by which it is or may be bound.
(j) Any certificates signed by an authorized officer of the Authority and
delivered to the Underwriter at closing shall be deemed a representation and
warranty by the Authority to the statements made therein.
(k) The Authority Is not now in default, nor has the Authority been in
default at any time since September I, 1976, as to principal or interest with
respect to any obligations Issued by the Authority or predecessor to the Authority.
(1) The Preliminary Official Statement, dated , which has
been provided to the Underwriter, Is deemed final as of Its date, except for the
omission of certain Information permitted to be omitted by Regulation Section
240.15c2-12(b)(1) promulgated by the Securities and Exchange Commission.
2. Purchase, Sale and Delivery of the Bonds. On the basis of the
representations and warranties and SUbject to the terms and conditions set forth
herein, the Authority agrees to sell, and the Underwriter agrees to purchase at the
Closing Time and at the Closing Date (as hereafter defined), the total principal
amount of the Bonds at a purchase price of $ plus Interest accrued from
the date of the Bonds to the Closing Date. Payment for the Bonds shall be made In
same day funds by a wire transfer of those funds at the offices of Bond Counsel, or
some other mutually agreeable place at ten o'clock a.m. preval1lng time on
, or at such other date, time and place. agreed upon by
appropriate officers of the Authority and the Underwriter against delivery of the
Bonds to the Underwriter. The date of such payment and delivery Is herein called
the "Closing Date" and the hour and date of such delivery and payment Is herein
called the "Closing Time". The Bonds will be delivered In fully registered form,
3
~
o
o
o
1
u
o
o
bearing CUSIP numbers (provided neither the printing of a wrong number nor the
failure to print a number shall constitute cause to refuse delivery of any Bond).
3. Covenants of the Authoritv. The Authority shall:
(a) cooperate in qualifying the Bonds for offer and sale under the Blue
Sky laws of California, provided that the Authority shall not be required to consent
to service of process or qualify to do business In any state or jurisdiction;
(b) at the Underwriter's request, refrain from taking any action, or
permitting any action to be taken with regard to which the Authority may exercise
control, or take any action reasonably necessary to assure or maintain the
exclusion of Interest on the Bonds from gross Income of the Owners thereof for
federal Income tax purposes pursuant to the Internal Revenue Code of 1986, as
amended;
(c) If, at any time for a period of ninety (90) days after the date of the
Official Statement, an event pertaining to the Authority, the Agency, the City of
San Bernardino, the Project Area or the Tax Revenues shall have occurred as a
result of which It is necessary to amend or supplement the Official Statement or to
make the statements therein not untrue nor misleading or to make the Official
Statement comply with any state Blue Sky law (subject to 3{a) above), and the
Authority shall have received actual notice of such event, the Authority will notify
the Underwriter promptly thereof and cooperate with the Underwriter In preparing
an appropriate amendment or a supplement that will correct the statements In the
Official Statement In order to make the statements therein not untrue or
misleading;
(d) fully comply with and assume all expenses incurred in fully complying
with all regulatory requirements Imposed by the State of California or any federal
regulatory authority as may have jurisdictions herein, Including, but not limited to,
all expenses Incurred and required in the preparation and fillng of such interim and
annual financial Information and reports as may be required to maintain the
registration of the Bonds, or exemptions from registration, as the case may be,
copies of all of which the Authority agrees to promptly furnish to the Underwriter
at such time as the same may be filed In the office of any such state or federal
regulatory authority;
(e) On or before the date hereof, as may be reasonably requested by the
Underwriter, the Authority agrees to assist the Underwriter In causing the delivery
to the Underwriter of copies of the Official Statement In sufficient quantities and
in the time required to permit the Underwriter to comply with Regulation Section
240.15c2-12(b){4) promulgated by the Securities and Exchange Commission and with
the rules of the Municipal Securities Rulemaklng Board.
4.
Underwriter
conditions:
Conditions of Underwriter's Oblhrations. The obligations of the
to purchase and pay for the Bonds are subject to the following
(a) The representations and warranties of the Authority contained herein
shall be true and correct as of the date hereof and the Closing Date.
4
y
o
o
o
-
.u.J
-
1
~
L.
o
o
(b) At the Closing Date, the Authority shall have performed all of its
obligations hereunder theretofore to be performed.
(c) At the Closing Date, there shall be delivered to the Underwriter:
(I) an opinion of Bond Counsel, in the form set forth in Appendix
C to the Official Statement, together with a reliance letter addressed to the
Underwriter, and an opinion of Bond Counsel in the form set forth in Exhibit
A hereto;
(Ii) an opinion of the counsel to the Authority, addressed to the
Authority, the Underwriter, counsel to the Underwriter, and Bond Counsel in
form and substance satisfactory to the Underwriter; and
(Iii) an opinion of the counsel to the Agency, addressed to the
Authority, the Underwriter, counsel to the Underwriter, and Bond Counsel In
form and substance satisfactory to the Underwriter; and
(Iv) an opinion of Underwriter's counsel, Holmes &: Graven,
Chartered, addressed to the Underwriter, in form and substance satisfactory
to the Underwriter, covering such legal phases of the transactions
contemplated by this Agreement as the Underwriter may reasonably require.
In rendering the above opinions, counsel may rely upon customary certificates.
(d) The Bonds, the Resolution, the Indenture, the Loan Agreement, in
substantially the forms existing on the date hereof, with such changes therein as
may be mutually agreed upon by the parties thereto and the Underwriter, shall
have been duly authorized, executed and delivered by the respective parties
thereto and such agreements and the Resolution shall be in full force and effect on
the Closing Date.
(e) All proceedings and related matters in connection with the
authorization, issue, sale and delivery of the Bonds shall have been satisfactory to
Bond Counsel and counsel for the Underwriter, and such counsel shall have been
furnished with such papers and information as they may have reasonably requested
to enable them to pass upon the matters referred to In this subparagraph.
(f) The Authority shall have furnished or caused to be furnished to the
Underwriter on the Closing Date certificates satisfactory to the Underwriter as to
the accuracy of its representations and warranties contained herein as of the date
hereof and as of the Closing Date and as to the performance by it of Its obligations
hereunder to be performed at or prior to the' Closing Date.
(g) The Bonds shall be exempt from registration pursuant to the
Securities Act of 1933, as amended; and the Resolution and the Indenture and
related security Instruments. shall be exempt from qualification pursuant to the
Trust Indenture Act of 1939, as amended.
(h) The Bonds shall be registered or exempt from registration for sale in
the State of California.
5
Cp
o
o
o
.L
.II.
-
J.
J
o
o
(I) The Authority shall have delivered to the Underwriter all
documentation requested by the Underwriter relating to the City of San
Bernardino, the Authority, the Agency, and the Project or any documents required
by the Underwriter to secure the interests of the holders of the Bonds.
G> The Underwriter shall have received a verification report from
verifying the sufflency of the escrow deposit for the
purpose of defeaslng the 1985 Bonds.
(k) The Underwriter shall have received an opinion of Bond Counsel that
the 1985 Bonds have been legally defeased In accordance with their terms.
(I) The Agency shall have delivered to the Underwriter a certificate to
the effect that the Information contained In the Official Statement under the
headings "The Agency" and "The Project Area" does not contain any untrue
statement of a material fact or omit to state any material fact neceBBary In order
to make the statements contained therein, in light of the circumstances under
which they were made, not misleading. .
All proceedings taken at or prior to the Closing Date In connection with the
authorization, iBBue and sale of the Bonds shall be satisfactory In form and
substance to the Underwriter and counsel to the Underwriter, and the Underwriter
and counsel to the Underwriter shall have been furnished with all such documents,
certificates and opinions as the Underwriter and counsel to the Underwriter may
request to evidence the accuracy and completeneBB of any of the representations,
warranties or statements, the performance of any covenants of the Authority, or
the compliance with any of the conditions herein contained.
All such opinions, certificates, letters and documents will be in compliance
with the provisions hereof only If they are In all material respects satisfactory to
the Underwriter and to counsel for the Underwriter, as to which both the
Underwriter and such counsel shall act reasonably.
If any conditions of the Underwriter's obligation hereunder to be satisfied
prior to the Closing Date are not so satisfied, this Agreement may be terminated
by the Underwriter by notice In writing or by telegram to the Authority.
The Underwriter may waive in writing compliance by the Authority of any
one or more of the foregoing conditions or extend the time for Its performance.
5. Offerllllt by Underwriter. The Underwriter intends to offer the Bonds
for sale to the public (Which may Include selected dealers) as set forth in the
Official Statement. ConceBBlons from the public offering price may be allowed to
selected dealers. It Is understood that the Initial public offering price and
conceBBlons set forth in the Official Statement may vary after the initial public
offering. It Is further understood that the Bonds may be offered to the public at
prices other than the par value thereof. The net premium on the sale of the Bonds,
if any, shall accrue to the .benefit of the Underwriter. The Authority hereby
confirms the authority and use by the Underwriter of the Official Statement.
6. Representations, Warranties and Aln'eements to Survive Delivery.
The representations, warranties, Indemnities, agreements and other statements of
the Authority and the Underwriter or their officers set forth in, or made pursuant
6
~
o
:0
o
~U-' "''oj ~l RJ( ifto; J ~_ . u.
L
1-'.3
.
.
o
o
.
to, this Asreement will remain ~tive and in full force and effect .eprd1e8s of
an)' investlptlon made by Ol' on behalf of the Authority 01' the Underwrite or any
controlling person and will SUl'VIve delivery of and payment for the BoacII.
'I. Payment of ~. and EXDanaes-
(s> Whether or not the Authority delivers the Bonds to the Underwriter
on the Cloainc Date, the Underwriter shall be under no l)blIp.tion to PAY, aDd the
Authority sl'lal1 pay or cause to. be paid out of Bond proce. or otller funds, any
expenses Incident to the performance ot the Authority'. obllptloaa hereunder,
Includlne, bUt not limited to, the coat ot printinr the 8oudl, tbe PrelIminary
Official Statement and the Official Statement aDd furnlshlnc copl.. thereof to the
Underwriter, the fees and up8I1H1, If any, of Bond Counael, the fe..aDd ezpelll8S
of eoulll81 to the Apna" the feel and expenaes, If any, of Special To CouDSal. the
Initial fa.. aDd upenaes, If any, of the Truste.. aDd the f.. and expeIlI8I, If an"
of any' other COUII8el, oolllUltanta, eaeountanta or othe apertI reta''''''' by the
Anthority In oonneotlon with the lauanae aDd lIaIe of the BondI. The eatimated
tssuance expenses of the Au~ty lIIcldent to the performance of the Au~Ity'1
obllptioDl hereunder are .et forth In Exhibit C bereto.
(b) The Underwriter shall pay its own U(lensea, Includinr fe.. ot. counsel
to the Underwriter and ell advertlsine expenses Incurred in oonneotton with the
public offeme.ot the Bonds.
8. I!lEIB!!.!!tlon ot Aln'e8lDent. The Underwrite Iha1l have the riPt to
terminate this AlNement aDd thereupon be reUeved of I.. obUptionl hereWld.r to
purchase the Bondi, by written notice or by telegram to the Authority of It.
election 10 to do between tbe date bereof and the Cloalnr Date, If at an, time
hereatter and prior to the CIOllnc Dates
(a) legislation shall' be Introduced, or a tentative decision with respect to
legislation Iha1l be reached by' a committee of the HoUle of Representatives or the
Seriate of the Cancrass of the United States or 1egiI1atlon ahaI1 be favorably
reported by such a committee or be Introduced, by amendment or otherWise, In, or
be enacted by the House of Representatives or the Senate, Ol' reeommeDded to the
Congr_ of the United State. for passace by the prealdent of the United Stat... or
a dectslon by a court utabllshecl under Article m of the Constitution of the United
Stat... Iha1l be rendered, or & rulInr. replatlon or order of the 1'reaIul'1
Department of the United States or the Intemal Revenue Service Ihell be ma4e or
proposed haviDC the purpose or efteat of fmpostnr Pederallncome tu:ation, or any
other eveat shall have occurred which .esults in the imposition of Federal Income
tuatlon, upon revenues or ot~r Income of tbe cenera1. character to be derived by
the Authority .or by any .imilar body or upon interest reoeived on obllptionl of the
(lneral character of the Bonds, or the Bonds, which, in the Underwriter'. opinion,
materlell1 adversely affects the merket price of the Bon4s;.
(b) anJ leplatlon, ordinance, rule or recutatlon shall be introduced In, 01'
be enacted by.aay governmental body, department or apnCJ in the State of
California, or a 4eo1alon bJ any court of competent JurlIdIctlon wlthfn the State of
Cilltornia shall be rendered whlllllt in tha Underwriter'. opinion, materially
adversely affacta the markat price of the Bondi;
(c) lellalatloa Ihall be Introduced, by amendment '01' otherwise, In, Or be
enacted by the H~ of Representatives or the Senate of the Coner- of the
7
~
o
o
o
-
flII.
-
u
o
o
United States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or official statement by, or on behalf of, the
Securities and Exchange Commission or other governmental agency having
jurisdiction of the subject matter shall be made or proposed, to the effect that the
issuance, offering or sale of obligations of the general character of the Bonds, or
the Bonds, contemplated hereby 01' by the Official Statement, is or would be in
violation of any provision of the Securities Act of 1933, as amended and as then in
effect, or the Securities Exchange Act of 1934, as amended and as then in effect,
or the Trust Indenture Act of 1939, as amended and as then in effect, or with the
purpose or effect of otherwise prohibiting the issuance, offering or sale of
obligations of the general character of the Bonds, or the Bonds, as contemplated
hereby or by the Official Statement;
(d) any event shall have occurred, or Information become known, which,
in the Underwriter's opinion, makes untrue, incorrect or misleading In any material
respect any statement or Information contained In the Official Statement, or has
the effect that the Official Statement contains an untrue, incorrect or misleading
statement of a material fact or omits to state a material fact required to be stated
therein 01' necessary to make the statements made therein, In light of the
circumstances under which they were made, not misleading;
(e) additional material restrictions not In force as of the date hereof
shall have been Imposed upon trading In securities generally by any governmental
authority or by any national securities exchange;
(0 the New York Stock Exchange or other national securities exchange,
or any governmental authority, shall Impose, as to the Bonds or obligations of the
general character of the Bonds, any material restrictions not now in force, or
increase materially those now In force, with respect to the extension of credit by,
or the charge to the net capital requirements of, underwriters;
(g) trading In securities on the New York Stock Exchange or the
American Stock Exchange shall have been suspended or limited or minimum prices
have been established on either such exchange;
(h) a general banking moratorium shall have been established by Federal
or applicable State authorities;
(I) a default shall have occurred with respect to the obligations of, 01'
proceedings have been Instituted under the Federal bankruptcy laws or any similar
state laws by 01' against, any state of the United States or any city located in the
United States having a population In excess of one million persons or any entity
issuing obligations on behalf of such a city or state;
(j) any action shall have been taken by any government In respect of its
monetary affairs which, in the opinion of the Underwriter, has a material adverse
effect on the United States securities market;
(k) a war involving the United States shall have been declared, or any
conmct involving the armed forces of the United States shall have escalated, or
any other national emergency relating to the effective operation of government or
the financial community shall have occurred, which, In the Underwriter's opinion,
materially adversely affects the market price of the Bonds;
8
lp
o
o
o
.
o
o
(I) a default shall occur under any of the terms, conditions or
requirements of this Agreement; or
(m) general political, economic and market conditions, In the sole
judgment of the Underwriter, shall not be satisfactory to permit the sale of the
Bonds.
9. Notice and Governlnll Law. All communications hereunder shall be In
writing and, except as otherwise provided, shall be delivered at, or mailed or
telegraphed to, the following addresses:
If to the Underwriter:
Miller & Schroeder Financial, Inc.
50S Lomas Santa Fe Drive, Suite 100
Solana Beach, Callfomla 92075
If to the Authority:
at the address set forth above
This Agreement shall be govemed by and construed In accordance with the laws of
the State of Callfomia.
10. Parties In Interest. This Agreement shall be binding upon and shall
Inure to the benefit of the Underwriter, the Authority, and, to the extent
expressed, any person controlling the Authority, or the Underwriter and their
respective executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" shall not include any purchaser, as such, from the
Underwriter of the Bonds.
11.
Time. Time shall be of the essence of this Agreement.
12. Counterparts. This Agreement may be executed In any number of
counterparts.
If the foregoing is In accordance with your understanding of the Agreement,
kindly sign and return to us the enclosed duplicate copies hereof, whereupon It will
become a binding agreement between the Authority and the Underwriter In
accordance with its terms.
Very truly yours,
MILLER & SCHROEDER FINANCIAL, INC.
By
Its Authorized Representative
Confirmed and accepted as of the date first above written.
SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY
By
Its
9
~
o
o
Maturity Date
( 1)
o
o
o
EXHIBIT A
Principal
Amount
Interest
Rate
$
'16
10
\p
,
o
o
o
4
.
..~
JJ U
L
o
EXlUBIT B
[Supplemental Opinion of Bond Counsel]
11
o
III
~
4
o
o
o
.
.
.
J1
JL .JI1
-
o
EXHIBIT C
Estimated lauanee Bzpenses
12
o
.4
~
o
c
SUBSTITUTE MOTION ITEM NO. 6
That Agenda Item 6A, 6B and6C be approved solely as refunding
senior lien tax allocation bonds in an amount not to exceed
the principal amount of $23,000,000 and a subordinate lien
new money tax allocation bond issue in a not to exceed
principal amount of $5,800,000 with the subordibate lien bond
documents to be submitted to the Commission for final
approval.
-A- (p 5/'0 (I/q I
~ A-/~ of- C -t;(tli5 lit;
lHJJI'I /1 () q
.
"EP 11-; ''11
1 B: 2.'3AM '~A8(i tv GRfEt"
F'.l
r
<)
o
ALTERNATIVES FOR REFUNDING BONDS
FOR CENTRAL CITY
c
1. No Refunding - No New Money
annual debt service of $2,050,000
L6KF deposit of $580,000
$270,000 of annual surplus net of LiMF deposit
no federal tax law restriction. on surplus tax increment.
2. Refunding Only ($22,000,000 refundinq issue)
- annual debt service of $1,860,000
LlMF deposit of $580,000
$460,000 ot annuat surplus and net of LiMP deposit
no federal t.ax law restrictions on surplus tax increment
3. Retunding and Hew Money as one iS8ue of $28,000,000 ($5.2M =
Het New Money)
- annual debt service of $2,300,000
- LiMP deposit $80,000 trom tax increment
$5,200,000 from bond proceeds
$520,000 of annual surplus net of LlKF deposit
All new 1I0ney portion :must be used for Low- and MOO.rate
Housing (rating agancy requir_ent), federal tax law
restrictions apply
4. Refundin9 and Hew Money as subordinate issue ($4. 8M - Net N_
Money>
annual debt service of $2,300,000
L&MF deposit of $'80,000
$20,000 of annual surplus net of ~MP dep08it
federal tax law restrictions apply
s. Refunding and New Money as subordinate Taxable Issue ($4. OM _
Net New Money)
- annual debt service of $2,300,000
L&MF deposit of $580,000
$20,000 of annual surplus net of L'MP dBposi~
no federal tax law res~riction. apply
_111IIlICII.
.......1.. "I
.9-/-
- ~
o
o
REDEVELOPMENT AGENCY Of THE CITY Of SAN BERNARDINO
CENTRAL CITY MERGED PROJECT
TAX INCREMENT AVAILABLE fOR fINANCING
THE REfUNDING Of THE 1985 ISSUE REDUCES THE ANNUAL DEBT SERVICE PAYMENTS
fROM 12,050,000 TO S1,86O,OOO WITHOUT THE ADDITOIIAL NEW MOIIEY.
APPROXIMATELY S5,200,OOO Of NET BONO PROCEEDS CAN BE RAISED 011 A PARITY
BASIS WITH THE REfUNDING ISSUE. THIS MONEY WILL JUST MEET THE 20X LOW
AND MODERATE fUND REQUIREMENTS AND MUST BE SPENT AS SUCH.
THE fOLLOWING TABLE SHOWS THE AMOUNT Of TAX INCREMENT AVAILABLE fOR
DEBT SERVICE ON A SUBORDINATE BASIS:
1991-1992
TOTAL INCREMENT AVAILABLE
LESS: 20X HOUSING SET-ASIDE
2,900,000.00
580,000.00
TAX INCREMENT AfTER HOUSING
LESS:REfUNDING ISSUE DEBT SERVICE
2,320,000.00
1,860,000.00
TAX INCREMENT AVAILABLE fOR DEBT SERVICE
SUBORDINATE TO THE REfUNDING ISSUE
460,000.00
THIS SUPPORTS A SUBORDINATE TAX-EXEMPT BOlIO ISSUE fOR A PRINCIPAL
AMOUNT Of APPROXIMATELY S5,450,OOO, WHICH PRODUCES OVER $4,800,000
TO THE AGENCY IN FUNDS TO BE USED fOR PUBLIC PURPOSES OTHER THAN
LOW AND MODERATE HOUSING.
A NEW MONEY ISSUE MAY ALSO BE STRUCTURED AS A SUBORDINATE, TAXABLE
NOTE ISSUE Of WHICH BOlIO PROCEEDS WOULD BE UNRESTRICTED.
''EP 16 ''31 1"': 2::':AM ':"ABO :;;, GR~[t<
..
P,I
r'l
"'1-1
o
,
ALTERNATIVES FOR REFUNDING BONDS
FOR CENTRAL CITY
~ov:
1. Ho Ref\mcUnq - No New Hcnay
annual debt service of $2,050,000
L6NF deposit of $580,000
$270,000 of annual surplus net of L~ depoait
no federal tax law restrictions on surplus tax increment
2. Refunaing Only ($22,000,000 refunalng issue)
annual debt service of $1,860,000
L~ deposit of $580,000
$460,000 of Innr:,~ surplus and net of L&MF deposit
no federal tax ay rsstrictions on surpluI tax increment
3. R~nding and New Money .s one issue of $28,000,000 ($5.2K .
Net New Money)
annual debt service of $2,300,000
- L6HP deposit $80,000 !'rom tax incr_nt
$5,200,000 from bond proceed.
$520,000 of annual surplus net of L&MF deposit
All new lIoney portion mUlt be used for Low- ana Moderate
Housing (rating aqancy raquir_ent), federal tax law
restrictions apply
4. :Refunding and N_ Money as ~bordinate 1ssue ($4.811 - Net 1'1_
Honey)
annual debt service of $2,300,000
L&MF deposit of 8580,000
$30,000 of annual surplus net of L5MP deposit
- federal tax law restriction. apply
5. Refunciing and Hew Money as subordinate Taxable Issue ($4.0M-
Net New Money)
- annual debt service of $2,300,000
L6HP deposit of $580,000
- $20,000 of annual lurplus net of L&KF dBposit
no federal tax law restrictions apply
.-rollIII\ImC\1
......... 1'- uti
72-(/J
o
o
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
CENTRAL CITY MERGED PROJECT
TAX INCREMENT AVAILABLE FOR FINANCING
THE REFUNDING OF THE 1985 ISSUE REDUCES THE ANNUAL DEBT SERVICE PAYMENTS
FROM $2,050,000 TO 51,860,000 WITHOUT THE AOOITONAL NEW MONEY.
APPROXIMATELY 55,200,000 OF NET BOND PROCEEDS CAN BE RAISED ON A PARITY
BASIS WITH THE REFUNDING ISSUE. THIS MONEY WILL JUST MEET THE 201 LOW
AND MODERATE FUND REQUIREMENTS AND MUST BE SPENT AS SUCH.
THE FOLLOWING TABLE SHOWS THE AMOUNT OF TAX INCREMENT AVAILABLE FOR
DEBT SERVICE ON A SUBORDINATE BASIS:
1991-1992
TOTAL INCREMENT AVAILABLE
LESS: 201 HOUSING SET-ASIDE
2,900,000.00
580,000.00
TAX INCREMENT AFTER HOUSING
LESS:REFUNDING ISSUE DEBT SERVICE
TAX INCREMENT AVAILABLE FOR DEBT SERVICE
SUBORDINATE TO THE REFUNDING ISSUE
2,320,000.00
1,860,000.00
460,000.00
THIS SUPPORTS A SUBORDINATE TAX-EXEMPT BOND ISSUE FOR A PRINCIPAL
AMOUNT OF APPROXIMATELY 55,450,000, WHICH PRODUCES OVER 14,800,000
TO THE AGENCY IN FUNDS TO BE USED FOR PUBLIC PURPOSES OTHER THAN
LOW AND MODERATE HOUSING.
A NEW MONEY ISSUE MAY ALSO BE STRUCTUREO AS A SUBORDINATE, TAXABLE
NOTE ISSUE OF WHICH BOND PROCEEDS WOULD BE UNRESTRICTED.