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Home My WebLink About01-Redevelopment Agency / SBE00097-46/3l04S/df 09/12/89 CITY OF SAN BERNARDINO, CALIFORNIA AGENDA ITEMS FOR THE CONTINUED REGULAR MEETINGS OF SEPTEMBER 18, 1989 ON SEPTEMBER 25, 1989 Ci ty Council 1. RESOLUTION OF THE ~ffiYOR AND CO~10N COUNCIL OF THE CITY OF Sfu~ BERNARDINO, CALIFORNIA APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS Redevelopment Agency 1. RESOLUTION OF THE COf-1MUNITY DEVELOPMENT COr-1MISSION OF THE CITY OF Sfu~ BERNARDINO APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS Joint Powers Financing Authority 1. RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS The regularly scheduled meetings of the City Council, the Redevelopment Agency and the Joint Powers Financing Authority to be held on September 18, 1989 should be continued to September 25, 1989. The final forms of the financing documents in connection with the $16,000,000 San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) were received by the City Attorney's office on September 13, . 1989. The final forms of the documents in connection with the $11,650,000 San Bernardino Joint Powers Financing Authority, Public Facilities Lease Revenue Refunding Bonds, 1989 Series A will be received by the City Attorney's office on September 14, 1989. The final forms of the above resolutions will be sent for receipt by the City Attorney's office on September 15, 1989. SBE00097-53/3111S/dc 09/14/89 1230 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS WHEREAS, the City of San Bernardino ("City") and the Redevelopment Agency of the City of San Bernardino ("Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Bernardino Joint Powers Authority ("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 refinance existing obligations of such members; and WHEREAS, the Authority, by adoption of appropriate Resolutions on August 21, 1989 (the "Resolutions"), has previously authorized the issuance of the San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Tax Allocation Refunding Bonds") and the San Bernardino Joint Powers Financing Authority, Public Facilities Lease Revenue Refunding Bonds, 1989 Series A (the "Lease Revenue Refunding Bonds"); and WHEREAS, by adoption of appropriate Resolutions on August 21, 1989, the Agency has previously authorized the borrowing of certain funds from the Authority pursuant to certain Loan Agreements as defined in the Resolution. - 1 - NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Documents. The Mayo r Approval of Final Forms of Financing and Common Counc i 1 he reby app roves the f i na 1 forms of the Indentures, the Loan Agreements, the Escrow Agreements, the Purchase Contracts and the Lease (as defined in the Resolutions) in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Attorney, whose consent thereto shall be conclusive evidence of such approval. Section 2. Effective Date. This Resolution shall take effect from and after the date of its pas5age and adoption. - 2 - I HEREBY adopted by the San Bernardino at he Id on the the following vote, CERTIFY Mayor a that and the foregoing Common Counc i 1 resolution of the meeting AYES: NAYS: ABSENT: day of to wit: Council Members was duly Ci ty of thereof, 198 9 , by City Clerk day of The foregoing resolution is hereby approved this 1989. Mayor of the City of San Bernardino Approved as to form and legal content: By: City Attorney SBE00097-53/3111S - 3 - STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO ss CITY OF SAN BERNARDINO I, SHAUNA CLARK, City Clerk 1n and for San Bernardino, DO HEREBY CERTIFY that the foregoing copy of San Bernardino City Resolution No. true and correct copy of that now on file in this office. the and 1S City of attached a fu 11, IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this day of , 1989. City Clerk 3111S - 4 - SBE00097C-52/3110S/dc 09/14/89 1240 RESOLUTION NO. RESOLUTION COMMISSION APPROVING CONNECTION OF OF THE WITH THE THE FINAL CERTAIN COMMUNITY CITY OF FORM OF FINDINGS DEVELOPMENT SAN BERNARDINO DOCUMENTS IN WHEREAS, the City of San Bernardino ("City") and the Redevelopment Agency of the City of San Bernardino ("Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Bernardino Joint Powers Authority ("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 refinance existing obligations of such members; and WHEREAS, the Authority, by adoption of appropriate Resolutions on August 21, 1989, has previously authorized the issuance of the San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State COllege Project No.4) (the "Tax Allocation Refunding Bonds") and the San Bernardino Joint Powers Financing Authority, Public Facilities Lease Revenue Refunding Bonds, 1989 Series A (the "Lease Revenue Refunding Bonds"); and WHEREAS, by adoption of appropriate Resolutions on August 21, 1989, the Agency has previously authorized the borrowing of certain funds from the Authority pursuant to certain Loan Agreements as defined in the Resolution. - 1 - 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. Approval of Final Forms of Financing Documents. The Co mm i s s ion her e by a p pro v est he fin a 1 for m s 0 f the Indentures, the Loan Agreements, the Escrow Agreements, the Purchase Contracts and the Lease in substantially the form on file with the S e c r eta r y 0 f the Co mm i s s ion, tog e the r wit h any add i t ion s the r e too r changes therein deemed necessary or advisable by Agency Counsel whose consent thereto shall be conclusive evidence of such approval. Section 2. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. The foregoing resolution lS hereby approved this day of , 19 By: Chairman of the Community Development Commission of the City of San Bernardino By: Secretary of the Community Development Commission of the City of San Bernardino Approved as to form and legal content: By: Agency Counsel - 2 - SECRETARY'S CERTIFICATE OF ADOPTION AND AUTHENTICATION I , Development Resolution adopted Commission below, and Secretary of the Community Commission, DO HEREBY CERTIFY that the attached 1S a true and correct copy of Resolution No. 19 by the Community Development of the City of San Bernardino, by the vote set forth that said Resolution has not been amended or repealed. Check Appropriate Box COMMISSION MEMBERS YEAS NAYS ABSENT ABSTAIN ESTHER R. ESTRADA I~~] [=1 1=] [=1 JACK REILLY [=1 1=1 1=1 1=1 JESS FLORES 1=1 1=1 1=1 1=1 MICHAEL MAUDSLEY 1=1 I -I 1=1 1=1 TOM MINOR [~] 1=1 1=1 1=1 VALERIE POPE-LUDLAM 1=1 1=1 1=1 I- I.. NORINE MILLER 1=1 1=1 1=1 1=1 DATED: , 1989. Secretary of the Community Development Commission of the City of San Bernardino [SEAL] SBE00097C-52/3110S - 3 - SBE00097-56/3113S/nb 09/14/89 1245 RESOLUTION NO. RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS WHEREAS, the San Bernardino Joint Powers Financing Authority (the "Authority"), by adoption of appropriate Resolutions on August 21, 1989 (the "Resolutions"), has previously authorized the issuance of the San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Tax Allocation Refunding Bonds") and the San Be rna rdi no Joint Powers Financing Authority, Public Facilities Lease Revenue Refunding Bonds, 1989 Series A (the "Lease Revenue Refunding Bonds" ); and WHEREAS, the Authority proposes at this time to approve the final form of financing documents ln connection with the above-mentioned above-mentioned Bonds. NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Approval of Final Forms of Financing Documents. The Board hereby approves the final forms of the Indentures, Loan Agreements, the Escrow Agreements, the Purchase Contracts and the Lease (as defined ln the Resolutions) ln substantially the form on file with the Secretary together with any - 1 - changes the re i nor addi t ions thereto app roved by Au tho r i ty Counse 1, whose consent thereto shall be conclusive evidence of such approval. Section 2. Effective Date; Subject to Agency Approval. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all respects to the approval by the Agency of the execution and delivery of the Loan Agreement and to the issuance of the Bonds by the Authority. The foregoing resolution 1S hereby approved this day of 19 By: Chairman of the San Bernardino Joint Powers Financing Authority Approved as to form and legal content: By: Authority Counsel SBE00097-56/3113S - 2 - --- SBEOO 0 9 7 - ~{)72 S Idc ~/09/14/89 lzzrj RESOLUTION NO. RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS WHEREAS, the San Bernardino Joint Powers Financing Authority (the "Authority"), by adoption of appropriate Resolutions on August 21, 1989 (the "Resolutions"), has previously authorized the issuance of the San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Tax Allocation Refunding Bonds") and the San Bernardino Joint Powers Financing Authority, Public Facilities Lease Revenue Refunding Bonds, 1989 Series A (the "Lease Revenue Refunding Bonds" ); and WHEREAS, the Authority proposes at this time to approve the final form of financing documents 1n connection with the above-mentioned above-mentioned Bonds. NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Approval of Final Forms of Financing Documents. The Board hereby approves the final forms of the Indentures, Loan Agreements, the Escrow Agreements, the Purchase Contracts and the Lease (as defined 1n the Resolutions) 1n substantially the form on file with the Secretary together with any - 1 - changes therein or additions thereto approved by Authority Counsel, whose consent thereto shall be conclusive evidence of such approval. Section 2. Effective Date; Subject to Agency Approval. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all respects to the approval by the Agency of the execution and delivery of the Loan Agreement and to the issuance of the Bonds by the Authority. The foregoing resolution 1S hereby approved this day of , 19 By: Chairman of the San Bernardino Joint Powers Financing Authority Approved as to form and legal content: By: Authority Counsel SBE00097-24/3072S - 2 - SBE00097C-43/3l00S/dc 09/14/89 1250 tH2 $15,890,000 S~~ BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) CERTIFICATE RE EFFECTIVENESS OF JOINT POWERS AUTHORITY The undersigned, the duly appointed Secretary of the San Bernardino Joint Powers Financing Authority, California (the "Authority"), do hereby certify and declare that: 1. The Authority is a joint powers authority, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Law, codified at Section 6500, et~. of the California Government Code ("Law"), (the "Act") and Joint Exercise of Powers Agreement ("Agreement") providing for the formation of the Authority. 2 . Tha t of the Agreement, original member of attached hereto is a true, correct and complete including any and all amendments thereto, which the Authority had duly executed; and copy each 3. That the Agreement has not been amended, supplemented, amended or rescinded in any way and is in full effect as of the date hereof. modif ied, force and DATED: SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY Shauna Clark, Secretary of the San Bernardino Joint Powers Financing Authority (SEAL) SBE00097C-42/3099S/1w 09/14/89 0430 :/t13 $15,890,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) CERTIFICATE OF AUTHORITY SECRETARY RE INCUMBENCY fu~D SIGNATURES I, Shauna Clark, the duly appointed San Bernardino Joint Powers Financing Authority, "Authority"), do hereby certify and declare that: Secretary of California the (the 1. The Authority is a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Law, codified at Section 6500, et~. of the California Government Code ("Law), (the "Act"). 2. At the present time and at all times pertinent to the issuance and delivery of the $15,890,000 San Bernardino Joint Powers Financing Authority Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Bonds"), the members of the Authority, duly qualified therefor, and acting therein, are as follows: Name Office W.R. Holcomb Esther R. Estrada Tom Minor Jess Flores Michael Maudsley Va1ierie Pope-Ludlam Jack Reilly Norine Miller Craig Graves Shauna Clark Andrew Green Chairperson Member Member Member Member Member Member Member Treasurer Secretary Controller 3. The signatures set forth opposite the names and titles of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons, each of whom currently holds the office designated below: Name/Title Signature W. R. Holcomb, Chairman Craig Graves, Treasurer Shauna Clark, Secretary - 1 - 4. The Bonds have been validly executed and contain the manual or facsimile signature of the Chairperson of the Authority and the manual or facsimile signature of the Secretary of the Authority and the seal of the Authority has been reproduced thereon. DATED: SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY Shauna Clark, Secretary of the San Bernardino Joint Powers Financing Authority (SEAL) /3099S - 2 - SBE00097C-47/3l05S/dmc 09/14/89 1250 #14 $15,890,000 Sfu~ BERNARDINO JOINT POWERS FINfu~CING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) ORDER OF THE ISSUER RE AUTHENTICATION fu~D DELIVERY OF BONDS The undersigned, on behalf of the San Bernardino Joint Powers Financing Authority, issuer of the $15,890,000 San Bernardino Joint Powers Financing Authori ty Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Bonds"), hereby directs Security Pacific National Bank, as Trustee, to authenticate and deliver the Bonds to Miller & Schroeder Financial, Inc., as purchaser thereof, upon payment of the purchase price for the Bonds. DATED: SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY By: W.R. Holcomb Chairman SBE00097C-48/3l06S/dc 09/14/89 1255 #15 $15,890,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) CERTIFICATE RE OFFICIAL STATEMENT I, W. R. Holcomb, Chairman of the San Bernardino Joint Powers Financing Authority, California (the "Authority"), DO HEREBY CERTIFY THAT: 1. I have examined the Official Statement dated March 10, 1988 (the "Official Statement"), for the $15,890,000 San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Bonds"), and the material and documents used in compiling such Official Statement. 2. To the best of my knowledge and belief, after a reasonable investigation of such Official Statement and supporting materials and documents, (a) the Official Statement does not contain any untrue statements of a material fact or omit to state any material fact~ necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (b) since the date of the Official Statement no event has occurred which should have been set forth in an amendment or supplement to the Official Statement; and (c) there has been no material adverse change in the operation or financial affairs of the Authority since the date of the Official Statement. - 1 - DATED: SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY W. R. Holcomb Chairman SBE00097C-48/3106S - 2 SBE00097C-49/3l07S/nb 09/14/89 1F16 $15,890,000 SAN BERNARDINO JOINT POWERS FIN~~CING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) OFFICER'S CERTIFICATE I, W. R. Holcomb, Chairman of the San Bernardino Joint Powers Financing Authori ty (the "Authori ty"), DO HEREBY CERTIFY, in connec t ion with the $15,890,000 San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Bonds"), as follows (all capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them in the Resolution of Issuance hereinafter defined): (1) that on the date hereof the following Resolutions are in full force and effect and have not been amended, supplemented, rescinded or repealed, except as otherwise noted: (a) Resolution No. entitled "Resolution of the Community Development Commission of the City of San Bernardino, Authorizing the Formation of the San Bernardino Joint Powers Financing Authority, Approving the Form of That Certain Joint Exercise of Powers Agreement by and Between the Redevelopment Agency of the City of San Bernardino and the City of San Bernardino and Authorizing and Directing the Execution Thereof," adopted August 21, 1989; (b) Resolution No. entitled "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 JGint~ Powers Financing Authority in the Amount of Not to Exceed $17,000,000 Relating to San Bernardino Redevelopment Projects, Authorizing and Directing Execution of Related Loan Agreement, Escrow Agreement and Closing Documents, as Required [Tax Allocation Bonds, 1989 Series A (State College Project Refundings)]," adopted August 21, 1989; (c) Resolution No. entitled "Resolution of the rlayor and Common Council of the City of San Bernardino, Authorizing the Formation of the San Bernardino Joint Powers Financing Authority, Approving the Form of That Certain Joint Exercise of Powers Agreement by and Between the Redevelopment Agency of the City of San Bernardino and the City of San Bernardino and Authorizing and Directing the Execution Thereof," adopted August 21, 1989; - 1 - (d) Resolution No. entitled "Resolution of the San Bernardino Joint Powers Financing Authority Authorizing the Issuance of Not to Exceed $17,000,000 Principal Amount of Tax Allocation Bonds, 1989 Series A (State College Project Refundings), Authorizing and Directing Execution of Related Indenture of Trust, Loan Agreement and Purchase Contract, Authorizing Sale of Bonds, Approving Preliminary Official Statement and Official Statement and Related Closing Documents and Authorizing Official Action," adopted August 21, 1989; (2) that there IS no action, controversy, suit, proceeding, inquiry or investigation or other proceeding of any kind at law or in equity or before or by any court, public board or body pending or, to the best of my knowledge, threatened, against or affecting the Agency or any officer of the Authority in his or her official capacity I"herein an unfavorable decision, ruling or finding would: (a) adversely affect the creation, organization, existence or powers of the Authority or the titles of its members and officers to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds or the collection of any moneys or assets pledged or to be pledged under the Indenture of Trust dated September 1,1989, by and between the Authority and Security Pacific National Bank (the "Trustee") (the "Indenture"), authorizing the issuance of Bonds by the Authority; (c) adversely affect any rights, powers, obligations of the Authority with respect to the moneys pledged or to be pledged to pay the principal of, premium, interest on the Bonds; or duties or or assets if any, or (d) adversely affect any authority for the issuance of the Bonds or the validity or enforceability of the Bonds or the resolutions adopted in furtherance of the issuance of the Bonds; (3) that (i) the representations and warranties of the Authority contained in the Bond Purchase Agreement dated September 14, 1989, by and between the Agency and Miller & Schroeder Financial, Inc. (the "Purchase Agreement") are accurate as of the date hereof and (ii) the Authority has performed its obligations under the Purchase Agreement to be performed at or prior to the date hereof). 2 DATED: SN~ BERNARDINO JOINT POWERS FINANCING AUTHORITY By: \1/. R. Holcomb Chairman SBE00097C-49/3l07S - 3 - SBE00097C-40/3097S/bs 09/13/89 - 1100 #17 $15,890,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) CERTIFICATE AS TO ARBITRAGE I, the undersigned, being a duly authorized representative of the San Bernardino Joint Powers Financing Authority, California (the "Authority"), charged (by resolution of the Board of Directors of the Authority) with the responsibility of issuing the Authority's $15,890,000 San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Bonds"), dated September 1, 1989, and being issued this date, hereby certify as follows: (1) The Authority constitutes a joint powers authority formed pursuant to a Joint Exercise of Powers Agreement, dated August 21, 1989, among the City of San Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the "Agency"). The Authority has the sovereign power of eminent domain and constitutes a political subdivision of the State of California. (2) The Agency has previously issued its $5,100,000 State College Project No.4, Tax Allocation Refunding Bonds, Issue of 1981 Series A (the "1981 Series A Bonds") pursuant to its Resolution No. 4126 (the "1981 Series A Resolution") adopted January 19, 1981, its $6,520,000 State College Project No.4, Tax Allocation Refunding Bonds, Issue of 1983 (the "1983 Bonds") pursuant to its Resolution No. 4540 (the "1983 Resolution") adopted October 11, 1983, and its $3,800,000 1985 Certificates of Participation (Golf Course Project) (the "1985 Certificates") pursuant to an Assignment and Trust Agreement dated as of May 1, 1985 (the "1985 Trust Agreement) (the 1981 Series A Resolution, the 1983 Resolution and the 1985 T.rust Agreement are collectively the "Prior Bond Resolutions" and the 1981 Series A Bonds, the 1983 Bonds and the 1985 Certificates are collectively the "Prior Bonds"). (a) A portion of the proceeds of the Bonds is being used to p rov ide funds so le ly in 0 rde r to enab le the advance refunding of the outstanding 1981 Series A Bonds. The 1981 Series A Bonds were issued to provide funds solely in order to enable the advance refunding of the Agency's outstanding State College Project NO.4 Bonds, Series A, Series B and Series C issues of 1978 (the "1978 Bonds") in aggregate principal amounts of $2,800,000, $2,500,000 and $3,500,000, respectively. The 1978 Bonds were issued to finance certain public improvements and othe r redeve lopmen t agenc i es in the redeve lopment proj ect area of the Agency known as State College Project No.4 (the "Project Area"). - 1 - (b) A portion of the proceeds of the Bonds is being used to provide funds solely in order to enable the advance refunding of the outstanding 1983 Bonds. The 1983 Bonds were issued on a parity with the 1981 Series A Bonds and were issued to provide funds solely in order to enable the advance refunding of the Agency's $4,800,000 State College Project No.4, Tax Allocation Refunding Bonds, Issue of 1981, Series B (the "1981 Series B Bonds"). The 1981 Series B Bonds were issued to assist in the refinancing of the 1978 Bonds and to finance certain public improvements and other redevelopment activities in the Project Area. (c) A portion of the proceeds of the Bonds is being used to provide funds solely in order to enable the current refunding of the 1985 Certificates. The 1985 Certificates '/Jere issued solely in order to enable the advance refunding ot the outstanding $2,500,000 Redevelopment Agency of the Ci ty of San Bernardino, Golf Course Lease Mortgage Revenue Bonds, Issue of 1980 and the $500,000 Redevelopment Agency of the Ci ty of San Bernardino, Golf Course Lease Mortgage Revenue Bonds, Issue of 1980 (collectively, the "1980 Golf Course Bonds"). The 1980 Golf Course Bonds were issued to finance a golf course project. (3) On the date hereof, the prlor proceeds of the Prior Bonds shall be deposited as follows: (a) In prlor proceeds of Prior Proceeds") follows: connection with the 1981 Series A Bonds, the the 1981 Series A Bonds (the "1981 Series A shall be paid to the Trustee and applied as ( i ) The Trustee shall deposit ln the Reserve Fund the amount of $ ( i i ) The Trustee shall deposit ln the Costs of Issuance Fund the amount of $ (iii) The Trustee shall deposit ln the 1981 Escrow Account the amount of $ (b) In connection with the 1983 Bonds, proceeds of the 1983 Bonds (the "1983 Prior Proceeds") paid to the Trustee and applied as follows: the prior shall be ( i ) The Trustee shall deposit ln the Reserve Fund the amount of $ ( i i ) The Trustee shall deposit ln the Costs of Issuance Fund the amount of $ and (iii) The Trustee shall deposit ln the 1983 Escrow Account the amount of $ - 2 - (c) In connection with the 1985 Certificates, the prior proceeds of the 1985 Certificates (the "1985 Prior Proceeds") shall be paid to the Trustee and applied as follows: ( i ) The Trustee shall deposit in the Reserve Fund the amount of $ ( i i ) The Trustee shall deposit in the Costs of Issuance Fund the amount of $ and (iii) The Trustee shall deposit in the 1985 Certificate Fund the amount of $ (4) On the basis of the facts, estimates and circumstances in existence on the date hereof, I reasonably expect the follO\..Jing with respect to the proceeds of the Bonds: ( a ) Pur sua n t to a bin din g (1'1 r i t ten a g r e e men t bet \..J e e n the Authority and Miller & Schroeder Financial, Inc. entered into as of [PC DATE], the Bonds (l'1ere sold at their face amount ($15,890,000) less under'l'1riter's discount of $[DISCOUNT], plus accrued interest of $[ACCRUED], for total net proceeds of $[NET]. Of said amount, $[ACCRUED] representing said accrued interest will be deposited in the Interest Account of the Debt Service Fund, $[RESERVE] will be deposited in the Reserve Fund, $[COSTS] will be deposited in the Costs of Issuance Fund, $[1981 ESCROW] will be deposited in an escrow account created for payment of the 1981 Series A Bonds (the "1981 Escrow Account"), $[1983 ESCROW] will be deposited in. an escrow account created for payment of the 1983 Bonds (the "1983 Escrow Account") and $[1985 REDEMPTION] will be deposited in the 1985 Certificate Fund created pursuant. to the 1985 Trust Agreement (the "1985 Certificate Fund"). The net proceeds of the bonds Hill not exceed the amount necessary for the governmental purposes of the Bonds, namely, the advance refunding of the 1981 Series A Bonds, the advance refunding of the 1983 Bonds and the current refunding of the 1985 Certificates. (b) Pursuant to the terms of an Escrow Agreement, dated as of September I, 1989, between the Authority and Security Pacific National Bank, as escrow holder (the "Escrow Holder"), concurrently with the deposit of proceeds into the 1981 Escrow Account, the 1983 Escrow Account and the 1985 Certificate Fund, the Escrow Holder will invest $ thereof in certain open market federal securities without regard to yield restrictions. Said cash, together with the maturing amount of said federal securities will be applied, as follows: (i) In connection with the 1981 Escrow Account, to advance refund the 1981 Se r ies A Bonds by payi ng the principal of and interest on the 1981 Series A Bonds maturing on and prior to January I, 1996, when due, and the 1981 Series A Bonds maturing on or after January 1, 1997, to the redemption date on January I, 1996 at a redemption - 3 - price of 102.5% of the principa 1 amount thereof, principal amount equals the amount of the proceeds Bonds deposited into the Escrow Account. Interest accrued to the dates or redemption on the 1981 Series A Bonds, as will be paid from interest earnings on the Account. which of the 1981 of maturity applicable, 1981 Escrow (ii) In connection with the 1983 Escrow Account, to advance refund the 1983 Bonds by paying the principal of and interest on the 1983 Bonds maturing on and prior to January 1, 1993, ,,,hen due, and the 1983 Bonds maturing on or after January 1, 1994, to their redemption date on January 1, 1993, at a redemption price of 105% of the principal amount thereof, which principal amount equals the amount of the proceeds of the Bonds deposited into the 1983 Escrow Account. Interest accrued to the date of redemption on the 1983 Bonds will be paid from interest earnings on the 1983 Escrow Account. (iii) In connection with the 1985 Certificate Fund, to currently refund the 1985 Certificates on or about the date of delivery of the Bonds, which principal amount equals the amount of proceeds of the Bonds deposited into the 1985 Certificate Fund. Interest accrued to the date of redemption on the 1985 Certificates will be paid from interest earnings on the 1985 Certificate Fund. (c) The Prior Proceeds deposited into the Costs of Issuance Fund will be applied to the underwriter's discount and to costs and expenses of issuance of the portion of the Bonds to be used for refunding of the Prior Bonds and does not exceed two percent (2%) of the portion of the face amount of the Bonds allocable to the refunding of the Prior Bonds. Said allocation of underwriter's discount and costs of issuance of the Bonds is based upon the proceeds of the Bonds deposited in the 1981 Escrow Account, the 1983 Escrow Account and the 1985 Certificate Fund. Amounts deposited in the Costs of Issuance Fund will be invested without yield restrictions. Interest earnings and profits resulting from said investment will be retained therein and used for the purposes thereof. Upon the ear 1 ier of payment of costs of issuance in full or that date which is three (3) months following the date hereof, amounts remaining in the Costs of Issuance Fund will be deposited in the Interest Account. (d) The total amount ($ ) deposited in the Rese rve Fund equa 1 s the Rese rve Requ i remen t for the Bonds, bei ng ten percent (10%) of the initial offering price of the Bonds (see subparagraph (m) below). The Reserve Requirement does not exceed maximum annua 1 debt service, or one hundred twenty-f i ve percent ( 125%) 0 f ave rage annua 1 debt serv ice, on the Bonds. The underwr i te r 0 f the Bonds has rep resented tha t the c rea t ion - 4 - of the Reserve Fund was vi ta 1 to the marketing of the Bonds. Amounts deposited in the Reserve Fund will be invested without yield restrictions. Interest earnings and profits resulting from said investment will be deposited in the Interest Account. (e) Pursuant to a Loan Agreement Relating to State College Project No.4 (1989 Series A Financing), dated as of September 1, 1989 (the "Loan Agreement"), among the Authority, the Agency and the Trustee, the Authority will make the Participant Loan to the Agency in the principal amount of $15,890,000 which loan will be deemed to be funded with the amounts referenced in subparagraph (b) above. Pursuant to the Loan Agreement, the Agency is obligated on the date hereof for payment of the Loan in accordance ,oJi th the terms of the Loan Agreement. Payments of principal and interest under the terms of the Loan Agreement will be made in amounts equal to payments of principal and interest on the Bonds. (f) The Pledged Tax Revenues will be used for payment of the Loan, as referenced in subparagraph (e) above, and will also be used for payment of debt service on the Bonds. The Special Fund and the Interest Account and the Principal Account within the Debt Service Fund are being established primarily to achieve a matching of revenues and debt service on the Bonds during each year that the Bonds are outstanding. Amounts deposited in said Funds and Accounts will be expended within a thirteen (13) month period beginning on the date of deposit and said Funds and Accounts will be depleted at least once a year except for a reasonable carryover amount not in excess of the greater of one year's interest earnings on said Funds and Accounts or one-twelfth (1/12th) of annual debt service on the Bonds. Amounts deposited in said Funds and Accounts will be expended within thirteen (13) months of the date of deposit and will be invested without yield restrictions. Interest earnings and profits on said Funds and Accounts will be retained in the Fund or Account in which investment was made and used for the purposes thereof. (g) Following the deposits referenced In subparagraphs (a) and (b) above, no amounts will remain on deposit in any fund or account created from the proceeds of the Prior Bonds or any obligation paid from the Prior Bonds or in any fund or account created for the payment of the Prior Bonds. (h) The Authority has covenanted in the Indenture to comply with requirements for rebate of excess investment earnings to the Uni ted States. Annua lly, the rebatable amount will be computed and an amount equal thereto will be deposited in the Rebate Account by the Authority. Amounts in the Rebate Account, together with interest earnings thereon, will be transmitted to the federal government when as due in compliance wi th reba te requ i remen t s and a re not expected to be used for payment of debt service on the Bonds. - 5 - (i) No portion of the Bonds will constitute a private activity bond within the meaning of Section 141(a) of the Internal Revenue Code of 1986 (the "Code"), the average maturity of the Bonds is greater than five (5) years and none of the interest rates on the Bonds vary during the term of the Bonds. As a consequence of the foregoing, investment earnings, if any, ~n t he Funds and Account s referenced in subpa r ag r aph (f) above will be excluded for the purposes of computation of the amount requ i red to be reba ted to the f ede r a 1 gove rnment a s ref e renced in subparagraph (h) above without regard to the total amount of said earnings. (j) The yie ld on the Bonds is %, compu ted on the basis of regularly scheduled payments of debt service on the Bonds and a purchase price of the Bonds of $ representing the face amount of the Bonds of $15,890,000, plus accrued interest of $[ACCRUED], which purchase price represents the initial offering price of the Bonds to the public. The underwriter of the Bonds has represented that a substantial amount of the Bonds was sold at such purchase price. (k) No portion of the proceeds of the Bonds will be used as a substitute for other funds (replacement funds) which are otherwise expected to be available to be used as a source for payment of debt service on the Bonds or for the refunding of the Prior Bonds and which have been or will be invested in securities, obligations, annuity contracts or other investment-type property having a yield in excess of the yield of the Bonds. (1) Except as specified herein, no funds which have been or will be used to acquire, directly or indirectly, securities, obligations, annuity contracts or other investment-type property producing a yield in excess of the yield of the Bonds have been or will be pledged to the payment of debt service on the Bonds or the Loan. (m) The transaction contemplated herein does not represent an exp 10 ita t ion of the di f f e rence between tax-exempt and taxable interest rates to gain a material financial advantage and will not Increase the burden on the market for tax-exempt obligations in that the Bonds are not being issued in an amount greater than otherwise necessary nor are they being issued sooner, or to be outstanding longer, than otherwise necessary. (4) The Authority has not received notice that its Certificate as to Arbitrage may not be relied upon with respect to its own issues nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. - 6 - On the basis of the foregoing, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and applicable regulations. To the best of my knowledge, information and belief, the expectations herein expressed are reasonable and there are no facts, estimates or circumstances, other than those expressed herein, that would materially affect the expectations herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand this day ot September, 1989. [EXECUTIVE DIRECTOR] [OFFICER] /3097S - 7 - SBE00097C-41/3098S/1w 09/14/89 0130 #18 $15,890,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) CERTIFICATE REGARDING USE OF BOND PROCEEDS AND PRIOR PROCEEDS The undersigned does hereby state and certify as follows: (i) that the undersigned is the [OFFICE] of the Redevelopment Agency of the City of San Bernardino, California (the "Agency"), is authorized to execute this certificate on behalf of the Agency, and lS knowledgeable with respect to the matters set forth herein (all capitalized terms not otherwise defined herein shall be as defined in the Certificate As To Arbitrage dated the date hereof); (ii) that the San Bernardino Joint Powers Financing Authority (the "Authority") is, on the date hereof, issuing its San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) in the principal amount of $15,890,000 (the "Bonds"), for the purpose of providing funds to make a loan to the Agency (the "Loan"); (iii) that of the proceeds depos i ted in the funds and account sand in the Certificate As To Arbitrage; of are the Bonds are to be to be used as provided (iv) that the Prior the funds and accounts and are Certificate As To Arbitrage; Proceeds a re to to be used as be deposited in provided in the (v) that the proceeds of the 1978 Bonds were used for the purpose of financing certain redevelopment purposes (the "1978 Prior Proceeds Project") and attached hereto as Exhibit "A" lS a detailed description of the 1978 Prior Proceeds Project; (vi) that the proceeds of the 1981 Series A Bonds were used to advance refund the 1978 Bonds (the "1981 Series A Prior Proceeds Proj ect)" and at t ached he reto as Exhibi t "B" is a det a i led description of the 1981 Series A Prior Proceeds Project; (vii) that the proceeds of the 1981 Series B Bonds were used to assist in the refinancing of the 1978 Bonds and for the purpose of financing certain redevelopment projects (the "1981 Series B Prior Proceeds Project") and attached hereto as Exhibit "C" is a detailed description of the 1981 Series B Prior Proceeds Project; - ] (viii) that the proceeds of the 1983 Bonds were used to advance refund the 1981 Series B Bonds (the "1983 Prior Proceeds Project") and attached hereto as Exhibit "D" is a detailed description of the 1983 Prior Proceeds Project; (ix) that the proceeds of the 1980 Golf Course Bonds '..Jere used to finance the acquisition, construction and installation of a golf course project (the "1980 Golf Course Prior Proceeds Project") and attached hereto as Exhibit "E" is a detailed description of the 1980 Golf Course Prior Proceeds Project; (x) that the proceeds of the used to advance refund the 1980 Golf Course Course Prior Proceeds Project") and attached is a detailed description of the 1985 Golf Project; 1985 Certificates were Bonds (the "1985 Golf hereto as Exhibit "F" Course Prior Proceeds (xi) that no portion of the proceeds of the Bonds and no portion of the proceeds of the Loan will be used for the purposes of making a loan to any person or governmental unit except as set forth in of Exhibit "G" (the" 1989 Project"); and (xii) that it 1S intended that the interest on the Bonds be excluded from the gross income of the owners thereof for the purposes of federal income taxation, that the firm of Hawkins, Delafield & Wood, Los Angeles, California, is rendering an opinion on the date hereof to said effect, and that, in rendering said opinion, said firm is relying, among other things, upon the statements made herein and in the Exhibits hereto. - 2 - IN WITNESS WHEREOF, I have hereunto set my hand this day of SEPTEMBER, 1989. DRAFT [OFFICER] [OFFICE] - 3 - EXHIBIT "A" DESCRIPTION OF 1978 PRIOR PROCEEDS PROJECT Exhibit A-l EXHIBIT "B" DESCRIPTION OF 1981 SERIES A PRIOR PROCEEDS PROJECT tJ.tlil~i~. 8-L EXHIBIT "C" DESCRIPTION OF 1981 SERIES B PRIOR PROCEEDS PROJECT ~' :< h i tJ 1 t- (- EXHIBIT "D" DESCRIPTION OF 1983 PRIOR PROCEEDS PROJECT F :dl i iJ 1 t 1 ) - 1 EXHIBIT "E" DESCRIPTION OF 1980 GOLF COURSE PRIOR PROCEEDS PROJECT Exhibit f:.:-l EXHIBIT "F" DESCRIPTION OF 1985 GOLF COURSE PRIOR PROCEEDS PROJECT Exhibit F-l EXHIBIT "G" DESCRIPTION OF 1989 PROJECT Exhibit (;-1 SBE00097C-50/3l08S/nb 09/13/89 0400 #19 $15,890,000 Sfu~ BER~ARDINO JOINT POWERS FI~fu~CING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) REQuISITION NO. 1 RE COSTS OF ISSUfu~CE I, Craig Graves, DO HEREBY CERTIFY A.~D DECLARE that I am the Treasurer, duly appointed, qualified and acting as such, as of the date hereof, of the San Bernardino Joint Powers Financing Authority (the "Authori ty"), and, pursuant to the Indenture of Trus t by and between the Agency and Security Pac if ic National Bank (the "Trus tee" ) da ted September 1, 1989 (the "Indenture") (the "Indenture"), Exhibit "A" and the attached statements represent items designated as costs of issuance In connection with the issuance and sale by the Authority of the $15,890,000 San Bernardino Joint Powers. Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project ;';0. 4) (the "Bonds"). Such costs of issuance are due and owing, have not been the subject of another written request which has been paid and are hereby approved by the Authority for payment by the Trus tee in the amounts 'and~ in accordance with Exhibit "A" and each of the attached statements, by check, draft or wire transfer, as appropriate, free and clear of any lien or pledge created by the Indenture. - 1 - Sfu~ BERNARDINO JOINT POWERS FINANCING AUTHORITY DATED: Craig Graves Treasurer SBE00097C-SO/3108S ') EXHIBIT "A" Costs of Issuance Payee Purpose Amount )1iller '" 5chrocdeL b.a.lanc.e ;f' Underwrl ter' s _-------Discount not paid from Bond Proceeds - n. -"'--.- $ A}lBAC Indemnity Bond Insurance Premium Holmes, Graven & Null Underwriter's Counsel Jeffries Banknote Printing - Official Statements Jeffries Banknote Printing - Bonds Standard & Poor's Rating Hawkins, Delafield & Wood Bond Counsel Security Pacific National Bank Trustee Verification TOTAL $-3 ~ 3 . Z 5 5 . 16 .-r:___ ~'" \ -,- ~,..r' . __ _~o/- -- -----------_...".- SBE00097C-SO/3l08S SBE00097C-55/3ll4S/lw 09/14/89 0230 1120 FACSIMILE SIGNATURE CERTIFICATE OF W.R. HOLCOMB, CHAIRMAN OF THE Sfu~ BERNARDINO JOINT POWERS FINANCING AUTHORITIY FOR USE OF A FACSIMILE SIGNATURE IN LIEU OF HIS OR HER Mfu~UAL SIGNATURE Pursuant to the Uniform Facsimile Signature of Public Officials Act, Government Code Section 5500, et ~., I, W.R. HOLCOMB, hereby certify that I am the duly elected/ appointed Chairman of the San Bernardino Joint Powers Financing Authority, a public body, corporate and politic (the "Authority"), that I have been duly authorized by the Authority to execute and acknowledge any public security or instrument of payment on behalf of the Authority and that my manual signature appears on the signature line indicated below. I declare under penalty of perjury that the foregoing is true and correct. Executed this San Bernardino, California. day of September, 1989, at (-l.R. Holcomb Chairman of the San Bernardino Joint Powers Financing Authority STATE OF CALIFORNIA ) ) ) ss. COUNTY OF SAN BERNARDINO On September ___, 1989, before me the undersigned, a Notary Public duly commissioned, qualified and acting within and for the State of California, personally appeared W.R. Holcomb, Chairman of the San Bernardino Joint Powers Financing Authority, personally known to. me~ or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this ins trument, and acknowledged that she executed said instrument. WITNESS MY HAND AND OFFICIAL SEAL. Notary Public (SEAL) SBE00097C-55/3ll4S/lw 09/14/89 0230 FACSlrlILE SIG~ATURE CERTIFICATE OF SHAUNA CLARK SECRETARY OF THE CITY OF COTATI REDEVELOPMENT AGENCY FOR USE OF A FACSIMILE SIGNATURE IN LIEU OF HIS OR HER rUu~UAL SIGNATURE Pursuant to the Cniform Facsimile Signature of Public Officials Act, Government Code Section 5500, et seq., I, SHAUNA CLARK hereby certify that I am the duly elected/ appointed Secretary of the San Bernardino Joint Powers Financing Authority, a public body, corporate and poli tic (the "Authori ty"), that I have been duly authorized by the Authority to execute and acknowledge any public security or instrwnent of payment on behalf of the Authority and that my manual signature appears on the signature line indicated below. I declare under penalty of perjury that the foregoing lS true and correct. Executed this San Bernardino, California. day of September, 1989, at Shauna Clark Secretary of the San Bernardino Joint Powers Financing Authority STATE OF CALIFORNIA ) ) ) ss. COUNTY OF SAN BERNARDINO On September 1989, before me the undersigned, a Notary Public duly commissioned, qualified and acting within and for the State of California, personally appeared Shauna Clark, Secretary of the San Bernardino Joint Powers Financing Authority, personally known to me~ or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this ins trwnent, and acknowledged that she executed said instrwnent. WITNESS MY HAND AND OFFICIAL SEAL. Notary Public (SEAL) SBE00097C-58/31l5S/1w 09/14/89 0400 #21 $15,890,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) ISSUER'S RECEIPT AND INSTRUCTIONS TO THE TRUSTEE RE DISPOSITION AND INVESTMENT OF PROCEEDS The undersigned, on behalf of the San Bernardino Joint Powers Financing Authority (the "Issuer"), hereby certifies that: (1) On the date of this receipt the Issuer received from Miller & Schroeder Financial, Inc., as purchaser, through Security Pacific National Bank, as trustee (the "Trustee"), the Purchase Price (as defined below) of the $15,890,000 San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A eState College Project No.4) (the "Bonds"). The Purchase Price was computed as follows: Principal Amount of Bonds $15,890,000.00 Plus Accrued Interest [ACCRUED] Less Underwriter's Discount Paid Out of Bond Proceeds ( .0%) ([DISCOUNT] ) Total Bond Proceeds ("Purchase Price") $ NET (2) The Issuer also received from Security Pacific National Bank, as Fiscal Agent for the 1981 Bonds (as defined in the Indenture hereinafter defined), through the Trustee, the par value of investments and money from the funds established for the 1981 Bonds (as defined in the Indenture), as follows: -1- 1981 Fund Amount on Deposit Reserve Fund $ 774,842.00 Special Fund 2,836,372.00 (3) The Issuer also received from Security Pacific National Bank, as Trustee for the 1983 Bonds (as defined in the Indenture hereinafter defined), through the Trustee, the par value of investments and money from the funds established for the 1983 Bonds, as follows: 1983 Fund Amount on Deposit Reserve Fund $1,177,055.00 Special Fund 4,308,140.00 (4) The total sum to be distributed was computed as follows: Transfer from the 1981 Bond Funds (par value of investments and money) $ Transfer from the 1983 Bond Funds (par value of investments and money) Total Bond Proceeds Total sum to be distributed on closing pursuant to the Indenture (the "Total Sum"): $ (5) The Trustee is hereby instructed to distribute the Total Sum in accordance with the Indenture and Security Pacific National September 1, 1989, as follows defined herein shall have the Indenture): of Trustee, by and between the Authority~ Bank (the "Trustee") dated as of (all capitalized terms not otherwise same meanings ascribed to them in the -2- Bond Proceeds Transfer from Prior Bonds Funds Deposit into the Interest Account (representing accrued interest) $ $ Deposit into the 1981 Escrow Account $ $ Deposit into the 1983 Escrow Account $ $ Deposit into the 1985 Certificate Fund Deposit into the Reserve Fund Deposit into the Costs of Issuance Fund SUBTOTAL $ $ TOTAL $ DATED: SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY Craig Graves Treasurer SBE00097C-58/3115S -3- [ON LETTERHEAD OF OFFICE OF CITY ATTORNEY] September , 1989 San Bernardino Joint Powers Authority 300 North "D" Street San Bernardino, California 92418 $15,890,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) OPINION OF AUTHORITY COUNSEL Ladies and Gentlemen: We are Authori ty Counsel for the San Bernardino Joint Powers Financing Authority (the "Authority"), and in that capacity we have examined certain actions taken by the Authority with respect to certain pertinent aspects of the proceedings for the issuance by the Authority of the $15,890,000 San Bernardino Joint Powers Financing Authority, ,Tax~ Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Bonds"). From such examination, we are of the opinion, as of the date hereof, which is the date of delivery of the Bonds to Miller & Schroeder Financial, Inc., as the initial purchaser thereof that: 1. Resolution No. entitled "Resolution of the San Bernardino Joint Powers Financing Authority Authorizing the Issuance of not to Exceed $17,000,000 Principal Amount of Tax Allocation Bonds, 1989 Series A (State College Project Refundings), Authorizing and Directing Execution of Related Indenture of Trust, Loan Agreement and Purchase Contract, Authorizing Sale of Bonds, Approving Preliminary Official Statement and Official Statement and Related Closing Documents and Authorizing Official Action", has been duly adopted and approved by Page 2 the Authority on August 21, 1989. repealed, superseded or otherwise nothing has occurred to affect the date hereof. Said Resolution No. has not been amended, except as stated herein, and validity of said Resolution as of the ') Resolution No. entitled" adopted on September 25, and approved by the Authority and has or otherwise amended as of the date hereof. 1989 has not been been duly adopted repealed, superseded 3. We have reviewed the Official Statement dated [OS DATE] (the "Official Statement"), as drafted by :-liller &. Schroeder Financial, Inc., as initial purchaser of the Bonds. As Authority Counsel, we have participated in due diligence meetings, conferences and communications with representatives of the Authority, including the initial purchaser of the Bonds. Although we have made no independent investigation to verify the accuracy or completeness of any statistical information contained in the Official Statement, we know that it was obtained from sources on which the Authority is entitled to rely. As to the other information of a general nature we know that it was obtained from sources on which the Authority is entitled to rely. As Authority Counsel, we have reviewed the matters set forth under the caption "The Authority" as contained in the Official Statement and as of the date of delivery of the Bonds to the initial purchaser thereof, nothing has come to our attention which leads us to believe that the material set forth under said captions of the Official Statement contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 4. All supplemental proceedings to the foregoing have been taken in full compliance with all applicable laws of the State of California. Such supplemental proceedings include, but are not limited to, the following: the calling and giving of notice of meetings .and. hearings, the publication of ordinances and the filing of ordinances and other documents and other similar actions. 5. As Authority Counsel, we either participated in or reviewed the procedures with respect to the adoption of all the aforementioned Resolutions in connection with the issuance of the Bonds. In our opinion, all Authority meetings involving the consideration, adoption and approval of the aforementioned Resolutions were conducted in conformity with the requirements set forth in the Ralph ~1. Brown Act (Chapter 9 of Division 2, Government Code Section 54950, et ~.) and other applicable provisions of law. Furthermore, the Authori ty proceedings relating to the consideration, adoption and approval of the aforementioned Resolutions were undertaken in complete compliance with the requirements set forth in the Community Redevelopment Law (Part 1 of Division 24 of the California Health and Safety Code), the California Environmental Quality Act of 1970, as amended, and other applicable provisions of law. 6. The Authori ty members as publ ic off icials are prohibited from having financial conflicts of interest pursuant to the provisions of Section 1090, et seg., of the Government Code and Section 87100, et seq., of the Government Code. \il iLt,J!-mdtion has ,'orne to our attention that Page 3 would lead us to believe that any conflicts of interest exist, and, to the best of our knowledge and belief, compliance has been made with all applicable provisions of law in this regard. Respectfully submitted, SBE00097C-S7/3ll6S ft29 SBE00097C-36/3095S/dc 09/14/89 1245 $15,890,000 Sfu~ BER~ARDI~O JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) Responsible Parties San Bernardino Joint Powers Financing Authority (I) Hawkins, Delafield & Wood (BC) Miller & Schroeder Financial, Inc. (UW) Holmes, Graven & Null (UWC) Security Pacific National Bank (T) TRfu~SCRIPT LIST Procedural Documents f0 Resolution No.' entitled "Resolution of the conununity'1x ~ Development Conunission of the City of San Bernardino, Authorizing the Formation of the San Bernardino Joint Powers Financing Authority, Approving the Form of That Certain Joint Exercise of Powers Agreement By and Between the Redevelopment Agency of the City of San Bernardino and the City of San Bernardino and Authorizing and Directing the Execution Thereof", adopted August 21, 1989 - (1) (0 Resolution No. - entitled "Resolution of the Conununity 13 ~ Development Conunission 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 the Amount of Not to Exceed $17 ,000,000 Relating- to. San Bernardino Redevelopment Projects, Authorizing and Directing Execution of Related Loan Agreement, Escrow Agreement and Closing Documents, as Required [Tax Allocation Bonds, 1989 Series A (State College Project Refundings)]", adopted August 21, 1989 - (I) ~ Resolution No. #'-,$'.5/ entitled "Resolution of the Mayor and Conunon ~Council of the City of San Bernardino, Authorizing the Formation of the San Bernardino Joint Powers Financing Authority, Approving the Form of That Certain Joint Exercise of Powers Agreement By and Between the Redevelopment Agency of the City of San Bernardino and the City of San Bernardino and Authorizing and Directing the Execution Thereof", adopted August 21, 1989 - (1) - 1 - 23. a. Escrow Bank's Receipt - (BC) b. Incumbency Certificate of Escrow Bank - (EB) c. Opinion of Counsel to Escrow Bank - (EB) 24. Trustee's Receipt - (BC) 25. Final Opinion of Bond Counsel - (BC) 26. Supplemental Opinion - (BC) 27. Defeasance Opinion - (BC) 28. Reliance Letter (BC) 29. Opinion of Authority Counsel - (BC) 30. Opinion of Underwriter's Counsel - (UWC) Trustee Closing Documents 31. Certificate of Trustee - (BC) 32. Incumbency Certificate of the Trustee - (FA) Other Documents 33. Acknowledgment by the 1983 Trustee of Disbursement Obligations in Connection with the Refunded Bonds - (BC) 34. a. Certificate of an Independent Financial Consultant re Deposits to Escrow Fund - (BC) b. Certificate of Underwriter - (BC) 35. Accountant's Verification - (UW) 36. Rating Letters - (UW) 37. a. Municipal Bond Insurance Commitment - (UW) b. Municipal Bond Insurance Policy - (UW) c. Opinion of Counsel to Insurer 38. CDAC Report of Proposed Debt Issuance - (BC) 39. CDAC Report of Final Sale - (BC) 40. CDAC Notice of Negotiated Refunding - ( BC ) 41. IRS Form 8038-G - (BC) 42. Specimen Bond - (BC) SBEOOO97C-36/3095S - 3 - ~esolution No. entitled "Resolution of the San Bernardino Joint ~owers Financing Authority Authorizing the Issuance of Not to Exceed $17 ,000,000 Principal Amount of Tax Allocation Bonds, 1989 Series A (State College Project Refundings), Authorizing and Directing Execution of Related Indenture of Trust, Loan Agreement and Purchase Contrac t, Authoriz ing Sale of Bonds, Approving Preliminary Official Statement and Official Statement and Related Closing Documents and Authorizing Official Action", adopted August 21, 1989 - (I) Project Documents 5. Indenture of Trust. 6. Loan Agreement. 7. Bond Purchase Agreement - (UWC) 8. Escrow Agreement - (BC) 9. Preliminary Official Statement - (UWC) 10. Official Statement - (UWC) Issuer Closing Documents 11. Initial Notice as to Joint Powers Agreement and Statement of Facts Roster of Public Agencies Filing, stamped to reflect filing with the California Secretary of State. 12. Certificate Regarding Effectiveness together with Joint Powers Agreement thereto. of Joint and any Powers and all Agreement, amendments 13. Certificate of Authority Secretary re Incumbency and Signature - (BC) 14. Order of the Issuer re Authentication and Delivery of Bonds - (BC) 15. Certificate re Official Statement - (BC) 16. Officer's Certificate - (BC) 17. Certificate as to Arbitrage - (BC) 18. Certificate re Use of Proceeds - (BC) 19. Requisition No.1 re Costs of Issuance - (BC) 20. Facsimile Signature Certificates Receipts and Opinions 21. Issuer's Receipt and Instructions to the Trustee re Transfer and Delivery of Funds - (BC) 22. Purchaser's Receipt - (BC) ') .... $10,215,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1989 SERIES A BOND PURCHASE AGREEMENT September 25, 1989 San Bernardino Joint Powers Financing Authority 300 North D Street San Bernardino, California 92418 City of San Bernardino 300 North D Street San Bernardino, California 92418 Redevelopment Agency of the City of San Bernardino 300 North D 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, $10,215,000 aggregate principal amount of San Bernardino Joint Powers Financing Authority Public Facilities Lease Revenue Refunding Bonds, 1989 Series A (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 August 21, 1989 (the "Resolution"). The Bonds are described on Exhibit A attached hereto and will be offered and sold pursuant to an Official Statement dated September 20, 1989 (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, Division 3 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 refund the Agency's previously issued Public Facilities Lease Revenue Bonds, Issue of 1982, Series A; and Public Facilities Lease Revenue Bonds of 1983, Series A (Central Library) (the "Refunded Bonds"). The Bonds are payable from the repayments of the Agency Loan, which are secured by a pledge of the Agency's right, title and interest in the Public Facilities Lease (the "Lease") between the Agency and the City of San Bernardino (the "City"). The payment of the principal of and interest on the Bonds will be secured by a municipal bond insurance policy issued by AMBAC Indemnity Corporation ("AMBAC"). The Bonds will be sold by the Underwriter as described in -1- 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 September 1, 1989 (the "Indenture"). 1. Representations of the Authority. 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 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 Resolution, 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 enforceability 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 Pledged Revenues sufficient to pay the principal and interest on the Bonds; and (Hi) 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 -2- 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 Pledged 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. (f) The information relating to the Authority, and the City of San Bernardino, in the Official Statement is correct, and such information 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. (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 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 Pledged Revenues and will not pledge the Pledged 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 Authority (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, will 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. 0) Any certificates signed by an authorized officer of the Authority and delivered to the Underwriter at closing shall be deemed a -3- representation and warranty by the Authority to the statements made therein. 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 $10,010,700 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. prevailing time on September 27, 1989, 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, 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 Authority. 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 qualify to consent to service of process or 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, or the Pledged 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, -4- including, but not limited to, all expenses incurred and required in the preparation and filing 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. 4. Conditions of Underwriter's Obli~ations. The obligations of the Underwriter to purchase and pay for the Bonds are subject to the following conditions: (a) The representations and warranties of the Authority contained herein shall be true and correct as of the date hereof and the Closing Date. (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 Hawkins, Delafield and Wood, Bond Counsel, in form set forth in Appendix D to the Official Statement, together with a reliance letter addressed to the Underwriter, and a supplemental opinion of Hawkins, Delafield & Wood in the form set forth in Exhibit B 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 the counsel to the City, addressed to the Authority, the Underwriter, counsel to the Underwriter, and Bond Counsel in form and substance satisfactory to the Underwriter; and (v) 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 Lease, the Joint Powers Agreement, in substantially the forms existing on the date hereof, -5- 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. (i) The Authority shall have delivered to the Underwriter all documentation requested by the Underwriter relating to the City of San Bernardino, the Authority and the Project or any documents required by the Underwriter to secure the interests of the holders of the Bonds. (j) A policy of insurance, in form and substance satisfactory to the Underwriter, issued by AMBAC, shall be in force and effect. (k) -Written evidence that Standard & Poor's Corporation and Moody's Investors' Service, Inc. have issued ratings of "AAA" and "Aaa", respectively, on the Bonds. (1) a letter from Peat Marwick Main & Co., certified public accountants, consenting to the use of the audit report prepared by them as Appendix B to the Official Statement. (m) a verification report from Clymer Merves & Amon. (n) an opinion of Hawkins, Delafield & Wood that the 1981 Bonds and the 1983 Bonds have been legally defeased in accordance with their terms. -6- (0) the Trustee shall have received a commitment from a title insurance company acceptable to the Underwriter to issue an AL T A form title insurance policy in the amount of $10,215,000. (p) the Underwriter shall have received an opinion of counsel to AMBAC in form and substance satisfactory to the Underwriter. All proceedings taken at or prior to the Closing Date in connection with the authorization, issue 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 completeness 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. Offering by Underwriter. It is understood that the Underwriter proposes to offer the Bonds for sale to the public (which may include selected dealers) as set forth in the Official Statement. Concessions from the public offering price may be allowed to selected dealers. It is understood that the initial public offering price and concessions 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 Agreements 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 to, this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Authority or the Underwriter or any controlling person and will survive delivery of and payment for the Bonds. 7. Payment of Costs and Expenses. All costs and expenses incident to the execution and performance of this Agreement and to the sale and delivery of the Bonds to the Underwriter shall be -7- payable by the Authority from Bond proceeds, including, but not limited to the following costs and expenses: (i) the fees and expenses of the Authority's counsel; (ii) the fees and expenses of the Authority's accountants; (iii) the fees and expenses of Bond Counsel and Underwriter's Counsel; (iv) all costs and expenses incurred in connection with the printing and distribution of the Official Statement; (v) all costs and expenses incurred in connection with the preparation and printing of the Bonds; (vi) fees and disbursements of counsel incurred in connection with the qualification of the Bonds for sale and determination of the eligibility for investment under the laws of such jurisdictions as the Underwriter may designate including preparation of Blue Sky Memoranda. 8. Termination of Agreement. The Underwriter shall have the right to terminate this Agreement and thereupon be relieved of its obligations hereunder to purchase the Bonds, by written notice or by telegram to the Authority of its election so to do between the date hereof and the Closing Date, if at any time hereafter and prior to the Closing Date: (a) legislation shall be introduced, or a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States or legislation shall 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, or recommended to the Congress of the United States for passage by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing Federal income taxation, or any other event shall have occurred which results in the imposition of Federal income taxation, upon revenues or other income of the general character to be derived by the Authority or by any similar body or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (b) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of California, or a decision by any court of competent jurisdiction within the State of California shall be rendered which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (c) legislation shall be introduced, by amendment or otherwise, in, or be enacted by the House of Representatives or the Senate of the Congress of the 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 -8- the Bonds, or the Bonds, contemplated hereby or 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 or 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; (f) 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, or proceedings have been instituted under the Federal bankruptcy laws or any similar state laws by or 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 conflict 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; -9- (1) a default shall ocur 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. If this Agreement shall be terminated pursuant to Section 4 or this Section 8, or if the purchase provided for herein is not consummated because any condition to the Underwriter's obligation hereunder is not satisfied or because of any refusal, inability or failure on the part of the Authority to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Authority shall be unable to perform all of its obligations under this Agreement, the Authority shall not be liable to the Underwriter for damages on account of loss of anticipated profits arising out of the transactions covered by this Agreement. However, the Authority shall remain liable to the extent provided in Section 7 hereof, if the Authority should terminate the financing contemplated hereby, and the Authority shall pay all of the costs and expenses incurred by the Underwriter in contemplation of the performance by it of its obligations hereunder, including, but not limited to, all fees and expenses specified in Section 7 hereof, as well as all traveling expenses and postage, telegraph and telephone charges. 9. Notice and Governing- 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. 505 Lomas Santa Fe Drive, Suite 100 Solana Beach, California 92075 If to the Authority: San Bernardino Joint Powers Financing Authority 300 North D Street San Bernardino, California 92418 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 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. -10- 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 APPROVED AS TO FORM AND LEGAL CONTENT.. -11- ExmBIT A Maturity Date Principal Interest (September 1) Amount Rate 1990 $ 180,000 6.0096 1991 195,000 6.20 1992 205,000 6.35 1993 220,000 6.40 1994 235,000 6.50 1995 250,000 6.60 1996 265,000 6.65 1997 280,000 6.70 1998 300,000 6.75 1999 320,000 6.80 2000 340,000 6.85 2001 365,000 6.90 2013 7,060,000 7.15 -12- $15,890,000 SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX ALLOCATION REFUNDING BONDS, 1989 SERIES A (STATE COLLEGE PROJECT NO.4) BOND PURCHASE AGREEMENT September 18, 1989 San Bernardino Joint Powers Financing Authority 300 North D Street San Bernardino, California 92418 City of San Bernardino 300 North D Street San Bernardino, California 92418 Redevelopment Agency of the City of San Bernardino 300 North D 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, $15,890,000 aggregate principal amount of San Bernardino Joint Powers Financing Authority Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (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 August 21, 1989 (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, Division 3 Title 1 of the Government Code of the State and the California Community Redevelopment Law (Part 1, Division 24, commencing with Section 33000 of the Health and Safety Code of the State of California (collectively, 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 refund the Agency's previously issued State College Project No.4, Tax Allocation Refunding Bonds, Issue of 1981, Series A; State College Project No.4, Tax Allocation Refunding Bonds, Issue of 1983; and 1985 Certificates of Participation (Golf Course Project) (the "Refunded Bonds"). The Bonds are payable from the repayments of the Agency Loan, which are secured by a pledge of the Agency's Tax Revenues. The payment of the principal of and interest on the Bonds will be secured by a municipal bond insurance policy issued by AMBAC Indemnity Corporation ("AMBAC"). The Bonds -1- 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 September 1, 1989 (the "Indenture"). 1. Representations of the Authority. 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 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 Resolution, 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 enforceability 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 Tax 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 counterpar~s 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 -2- 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 Tax 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. (f) The information relating to the Authority, the City of San Bernardino, the Project Area and the Tax Revenues in the Official Statement is correct, and such information 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. (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 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 Tax Revenues and will not pledge the Tax 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 Authority (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, will 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. G> Any certificates signed by an authorized officer of the Authority and delivered to the Underwriter at closing shall be deemed a -3- representation and warranty by the Authority to the statements made therein. 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 $15,572,200 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. prevailing time on September 26, 1989, 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, 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 Authority. 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, -4- including, but not limited to, all expenses incurred and required in the preparation and filing 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. 4. Conditions of Underwriter's Obligations. The obligations of the Underwriter to purchase and pay for the Bonds are subject to the following conditions: (a) The representations and warranties of the Authority contained herein shall be true and correct as of the date hereof and the Closing Date. (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 Hawkins, Delafield & Wood, Bond Counsel, in the form set forth in Appendix D to the Official Statement, together with a reliance letter addressed to the Underwriter, and an opinion of Hawkins, Delafield & Wood in the form set forth in Exhibit B 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 (Hi) 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 the counsel to the City, addressed to the Authority, the Underwriter, counsel to the Underwriter, and Bond Counsel in form and substance satisfactory to the Underwriter; and (v) 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 Joint Powers Agreement, in substantially the forms existing on the date hereof, -5- 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 matter:j 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. (i) The Authority shall have delivered to the Underwriter all documentation requested by the Underwriter relating to the City of San Bernardino, the Authority and the Project or any documents required by the Underwriter to secure the interests of the holders of the Bonds. (j) A policy of insurance, in form and substance satisfactory to the Underwriter, issued by AMBAC, shall be in force and effect. (k) Written evidence that Standard &. Poor's Corporation and Moody's Investors' Service, Inc. have issued ratings of "AAA" and "Aaa", respectively, on the Bonds. (1) a letter from Eadie and Payne, certified public accountants, consenting to the use of the audit report prepared by them as Appendix B to the Official Statement. (m) a verification report from Clymer Merves &. Amon. (n) an opinion of Hawkins, Delafield &. Wood that the 1981 Bonds and the 1983 Bonds have been legally defeased in accordance with their terms. -6- All proceedings taken at or prior to the Closing Date in connection with the authorization, issue 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 completeness 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. Offering' by Underwriter. It is understood that the Underwriter proposes to offer the Bonds for sale to the public (which may include selected dealers) as set forth in the Official Statement. Concessions from the public offering price may be allowed to selected dealers. It is understood that the initial public offering price and concessions 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 AgTeements 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 to, this Agreement will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Authority or the Underwriter or any controlling person and will survive delivery of and payment for the Bonds. 7. Payment of Costs and Expenses. All costs and expenses incident to the execution and performance of this Agreement and to the sale and delivery of the Bonds to the Underwriter shall be payable by the Authority from Bond proceeds, including, but not limited to the following costs and expenses: (i) the fees and expenses of the Authority's counsel; (ii) the fees and expenses of the Authority's accountants; (iii) the fees and expenses of Bond Counsel and Underwriter's Counsel; (iv) all costs and expenses incurred in connection with the printing and distribution of the Official Statement; (v) all costs and expenses incurred in connection with the preparation and printing of the Bonds; (vi) fees and disbursements of counsel incurred in connection with the qualification -7- of the Bonds for sale and determination of the eligibility for investment under the laws of such jurisdictions as the Underwriter may designate including preparation of Blue Sky Memoranda. 8. Termination of Ain"eement. The Underwriter shall have the right to terminate this Agreement and thereupon be relieved of its obligations hereunder to purchase the Bonds, by written notice or by telegram to the Authority of its election so to do between the date hereof and the Closing Date, if at any time hereafter and prior to the Closing Date: (a) legislation shall be introduced, or a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States or legislation shall 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, or recommended to the Congress of the United States for passage by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing Federal income taxation, or any other event shall have occurred which results in the imposition of Federal income taxation, upon revenues or other income of the general character to be derived by the Authority or by any similar body or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (b) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of California, or a decision by any court of competent jurisdiction within the State of California shall be rendered which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (c) legislation shall be introduced, by amendment or otherwise, in, or be enacted by the House of Representatives or the Senate of the Congress of the 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 or 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; -8- (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 or 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; (f) 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, or proceedings have been instituted under the Federal bankruptcy laws or any similar state laws by or 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 conflict 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; (1) a default shall ocur 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- If this Agreement shall be terminated pursuant to Section 4 or this Section 8, or if the purchase provided for herein is not consummated because any condition to the Underwriter's obligation hereunder is not satisfied or because of any refusal, inability or failure on the part of the Authority to comply with any of the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Authority shall be unable to perform all of its obligations under this Agreement, the Authority shall not be liable to the Underwriter for damages on account of loss of anticipated profits arising out of the transactions covered by this Agreement. However, the Authority shall remain liable to the extent provided in Section 7 hereof, if the Authority should terminate the financing contemplated hereby, and the Authority shall pay all of the costs and expenses incurred by the Underwriter in contemplation of the performance by it of its obligations hereunder, including, but not limited to, all fees and expenses specified in Section 7 hereof, as well as all traveling expenses and postage, telegraph and telephone charges. 9. Notice and Governing- 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. 505 Lomas Santa Fe Drive, Suite 100 Solana Beach, California 92075 If to the Authority: San Bernardino Joint Powers Financing Authority 300 North D Street San Bernardino, California 92418 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 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. -10- 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 APPROVED AS TO FORM AND LEGAL CONTENT.. James F. Penman. City Attorney -11- EXlnBIT A Maturity Date Principal Interest (September 1) Amount Rate 1990 $ 440,000 6.00096 1991 465,000 6.200 1992 495,000 6.400 1993 530,000 6.500 1994 560,000 6.600 1995 600,000 6.650 1996 640,000 6.700 1997 680,000 6.750 1998 725,000 6.800 1999 775,000 6.850 2000 830,000 6.875 2001 885,000 6.900 2008 8,265,000 7.200 -12- EXHIBIT B [Supplemental Opinion of Bond Counsel] -13- ~ ., SBE00097-53/3111S/dc 09/14/89 1230 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS WHEREAS, the Ci ty of San Bernardino ("Ci ty") and the Redevelopment Agency of the Ci ty of San Bernardino ("Agency"). have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Bernardino Joint Powers Authority ("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 refinance existing obligations of such members; and WHEREAS, the Authority, by adoption of appropriate Resolutions on August 21, 1989 (the "Resolutions"), has previously authorized the issuance of the San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project NO.4) (the "Tax Allocation Refunding Bonds") and the San Bernardino Joint Powers Financing Authority, Public Faci Ii ties Lease Revenue Refunding Bonds, 1989 Series A (the "Lease Revenue Refunding Bonds"); and WHEREAS, by adoption of appropriate Resolutions on August 21, 1989, the Agency has previously authorized the borrowing of certain funds from the Authority pursuant to certain Loan Agreements as defined in the Resolution. - 1 - NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF 'THE CITY OF SAN BERNARDINO, CALIFORNIA DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Approval of Final Forms of Financing Documents. The Mayor and Common Council hereby approves the final forms of the Indentures, the Loan Agreements, the Escrow Agreements, the Purchase Contracts and the Lease (as defined in the Resolutions) in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Attorney, whose consent thereto shall be conclusive evidence of such approval. Section 2. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. - 2 - I HEREBY adopted by the San Bernardino at held on the the following vote, CERTIFY Mayor a that the foregoing and Common Counc i 1 resolution of the meeting AYES: NAYS: ABSENT: day of to wit: Council Members was duly Ci ty of thereof, 19 8 9 , by City Clerk day of The foregoing resolution is hereby approved this , 1989. Mayor of the City of San Bernardino Approved as to form and legal content: BY~) Ci ty At rney - SBE00097-53/3111S - 3 - STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, SHAUNA CLARK, City Clerk in and for San Bernardino, DO HEREBY CERTIFY that the foregoing copy of San Bernardino City Resolution No. true and correct copy of that now on file in this office. the and is City of attached a fu 11, IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this day of , 1989. City Clerk 3111S - 4 - SBE00097-23/3071S/sf 09/22/89 1240 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS WHEREAS, the City has previously issued its $41,280,000 Single Family Residential Mortgage Revenue Bonds, 1980 .Series A ("City Bonds"), to facilitate and finance the acquisition of certain mortgage loans for residential real property purchased by persons of low and moderate income in the City; and WHEREAS, the Agency proposes to issue its $34,500,000 Taxable Collateralized Mortgage Bonds Series 1989-A ("Agency Bonds") to finance, among other things, the acquisition of the City's right, title and interest in and to those certain mortgage loans facilitated by and acquired with the proceeds of the City Bonds; and WHEREAS, the City desires to assign to the Agency its right, title and interest in and to the mortgage loans and the deeds of trust securing such loans facilitated by and acquired with the proceeds of the City Bonds; and WHEREAS, the City intends to enter into a Mortgage Assignment Agreement by and between the City and the Agency to effect the assignment to the Agency of the deeds of trust together wi th the notes therein defined or referred to held by the City in connection with the City Bonds; and -1- WHEREAS, the City intends to enter into an Escrow Agreement by and between the City and Security Pacific National Bank, as escrow agent, to facilitate the redemption of the City Bonds; and WHEREAS, the Mayor and Common Council have duly considered such transactions and documentation and wish at this time to approve said transactions and documentation in the public interests of the City; NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Common Section 1. Counci 1 hereby Approval of the Aaencv Bonds. The Mayor and approve the issuance by the Agency of the Agency Bonds. Section 2. Authorization of Indorsement and Deliverv of Notes: Approval of Mortaaae Assianment Aareement. The Mayor and Common Council hereby authorize and direct the indorsement of certain notes held by the City in connection with the City Bonds to the order of and the delivery of such notes to the Agency. The Mayor and Common Council hereby approve the Mortgage Assignment Agreement by and between the Agency and the City in substantially the form on file with the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor, whose execution thereof shall be conclusive evidence of such -2- approval. The Mayor is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Mortgage Assignment Agreement for and in the name and on behalf of the City. The Mayor and Common Council hereby authorize the delivery and performance of the Mortgage Assignment Agreement. Section 3. Approval of Escrow Aoreement. The Mayor and Common Council hereby approve the Escrow Agreement by and between the City and Security Pacific National Bank in substantially the form on file with the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor, whose execution thereof shall be conclusive evidence of such approval. The Mayor is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Escrow Agreement for and in the name of and on behalf of the City. The Mayor and Common Council hereby authorize the delivery and performance of the Escrow Agreement. Section 4. 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, instruments of conveyance, warrants and other documents -3- which they, or any of them, may deem necessary or advisable in connection with the execution and delivery of the Mortgage Assignment Agreement, the Escrow Agreement and any related closing documents, as requi red, and the consummation of the transactions described herein and therein. Section 5 . Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -4- I HEREBY CERTIFY that the foregoing adopted by the Mayor and Common Counci 1 San Bernardino at a held on the day of the following vote, to wit: resolution of the meeting AYES: Council Members , was duly City of thereof, 1989, by NAYS: ABSENT: City Clerk day of The foregoing resolution is hereby approved this , 1989. Mayor of the City of San Bernardino Approved as to form and legal content: BY:~ /C1 ty At ney -5- STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, SHAUNA CLARK, City Clerk in and for the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of San Bernardino City 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 City of San Bernardino this day of , 1989. City Clerk SBE00097-22/3070S/sf 08/10/89 1115 RESOLUTION NO. 89-111 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AUTHORIZING THE FORMATION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY, APPROVING THE FORM OF THAT CERTAIN JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE CITY OF SAN BERNARDINO AND AUTHORIZING AND DIRECTING THE EXECUTION THEREOF WHEREAS, the Redevelopment Agency of the Ci ty of San Bernardino ("Agency") and the Ci ty of San Bernardino ("Ci ty") desire to form a joint exercise of powers authority which shall be designated the San Bernardino Joint Powers Financing Authority ("Authority") pursuant to the Joint Exercise of Powers Law, codified at Section 6500, et ~., of the California Government Code ("Law"), and the Marks-Roos Local Bond Pooling Act of 1985, codified at Section 6584, et seq., of the California Government Code ("Act"), for the purpose of issuing obligations of the Authority to make loans to the City and/or to the Agency in connection with the financing of public capital improvements, working capi tal or liability or other insurance needs and/or the refinancing of indebtedness incurred by the Agency or by the Ci ty in connection with public capital improvements undertaken and completedi and WHEREAS, a Joint Exercise of Powers Agreement ("Agreement") providing for the formation of the Authori ty has been prepared and is attached hereto as Exhibit "Ai" and -1- SBE00097-3/3049S/1w 08/17/89 JOINT EXERCISE OF POWERS AGREEMENT THIS JOINT EXERCISE OF POWERS AGREEMENT, dated August 21, 1989 (herein called this "Agreement"), by and between the CITY OF SAN BERNARDINO (the "City"), a municipal corporation duly organized and existing in the State of California, under and by virtue of its Charter and the Constitution and the laws of the State of California, and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. WIT N E SSE T H: WHEREAS, Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Joint Exercise o f Power sAc t " ), aut h 0 r i z est he C i t y and Age nc y by a g r e em en t to jointly exercise any powers common to the City and the Agency; and WHEREAS, the City and the Agency are each empowered by law to undertake certain projects and programs; and WHEREAS, the Ci ty and Agency a re each au tho r i zed by 1 aw to exerclse broad governmental functions and authority to accomplish their respective purposes, including, but not limited to, the right - 1 - of eminent domain, the proceeds and the right administer property; and right to to Issue bonds acquire, sell, and expend their develop, lease or WHEREAS, by this Agreement, the City and the Agency desire to create and establish the San Bernardino Joint PQl..;ers Financing Authority for the purposes set forth herein and to exerCIse the powers described herein; and WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Harks-Roos Local Bond Pooling Act of 1985") authorizes and empowers the Authority to, among other things, issue bonds to provide funds for the financing of public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, make secured and unsecured loans to the City and the Agency to refinance indebtedness of the City and the Agency incurred In connection with public capital improvements undertaken by the City and the Agency; and WHEREAS, the Marks-Roos Local Bond POOling Act of 1985 further authorizes and empowers the Authority to sell such bonds to public or private purchasers at public or negotiated sale. NOW, THEREFORE, the consideration of the mutual contained, do agree as follows: City and the Agency, for promIses and agreements and In herein :2 SECTION 1. DEFINITIONS. Unless the context otherwise requlres, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified. Agency The term "Agency" shall mean the Redevelopment Agency of the City of San Bernardino, a public corporation, duly organized and existing under and by virtue of the laws of the State of California. Authority The term "Authority" shall mean the San Bernardino Joint Powers Financing Authority created by this Agreement. Board The term "Board" shall mean the governing board of the Authority. City The term "City" shall mean the existing corporation known as the City of San Bernardino, a organized and existing under and by virtue its Charter Constitution and laws of the State of California. municipal city duly and of the Law The Chapter 5 of term "Law" shall mean Articles 1, 2, Division 7 of Title 1 of the Government 3 and 4 0 f Code of the - 3 - State of California (Sections 6500-6599), including the Marks-Roos Local Bond Pooling Act of 1985, as amended. SECTION 2. PURPOSE. This Agreement 1S made pursuant to the Law to provide for the joint exercise of powers comIT.on to the City and the Agency for the purpose of financing and refinancing public capital improvements of the City and Agency by exercising the powers referred to in the recitals hereof and described in Section 5 herein. The City and the Agency desire and are willing to assist in the financing and refinancing of public improvement costs associated ,vith public capital improvements of the City and Agency. The City and the Agency are empowered by the laws of the State of California to own, purchase, lease, sell, exchange or dispose of any real or personal property or any interest in it and to enter into contracts for public capital improvements. The Authority will fulfill the purposes of this Agreement by undertaking the sale and issuance of notes and bonds ln accordance with the Marks-Roos Local Bond Pooling Act of 1985. Pursuant to the Law, the proceeds of any such notes and bonds issued by the Authority shall be used for those purposes permitted under the Law, including but not limited to, the purpose of making secured and unsecured loans to the City and the Agency to refinance - '-1 - I HEREBY adopted by the San Bernardino at held on the _ 21st the following vote, CERTIFY Mayor a that the foregoing and Common Counc i 1 Regular day of August to wit: resolution of the meeting was duly Ci ty of thereof, 19 8 9 , by AYES: Council Members Reilly, Flores, Maudsely, Minor, Pope-Ludlam, Miller NAYS: Nonf>. ABSENT: F.!': rr.qn.q /1" ~~~~cr/~ City Clerk' (;he! f9regoing day of ~~~ resolution is , 1989. hereby approved this ~ / Approved as to form and legal content: By: ~~) ./Ci ty Atto ney STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, SHAUNA CLARK, City Clerk in and for San Bernardino, DO HEREBY CERTIFY that the foregoing copy of San Bernardino City Resolution No. true and correct copy of that now on file in this office. the and is City of attached a full, IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this day of , 1989. City Clerk SBE00097-22/3070S of eminent domain, the proceeds and the right administer property; and right to to lssue bonds and expend their acqulre, sell, develop, lease or WHEREAS, by this Agreement, the City and the Agency desire to create and establish the San Bernardino Joint POHers Financing Authority for the purposes set forth herein and to exerClse the powers described herein; and WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Harks-Roos Local Bond Pooling Act of 1985") authorizes and empoHers the Authority to, among other things, issue bonds to provide funds for the financing of public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, make secured and unsecured loans to the City and the Agency to refinance indebtedness of the City and the Agency incurred 1n connection with public capital improvements undertaken by the City and the Agency; and WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell such bonds to public or private purchasers at public or negotiated sale. NOW, consideration THEREFORE, of the the City and the Agency, for mutual promlses and agreements and 1 n herein contained, do agree as follows: :2 SBE00097-3/3049S/1w 08/17/89 JOINT EXERCISE OF POWERS AGREEMENT THIS JOINT EXERCISE OF POWERS AGREEMENT, dated August 21, 1989 (herein called this "Agreement"), by and between the CITY OF SAN BERNARDINO (the "City"), a municipal corporation duly organized and existing in the State of California, under and by virtue of its Charter and the Constitution and the laws of the State of California, and the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. WIT N E SSE T H: WHEREAS, Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Joint Exercise of Powers Act"), authorizes the City and Agency by agreement to jointly exercise any powers common to the City and the Agency; and WHEREAS, the City and the Agency are each empowered by law to undertake certain projects and programs; and WHEREAS, the Ci ty and Agency a re each au tho r i zed by 1 aw to exerclse broad governmental functions and authority to accomplish their respective purposes, including, but not limited to, the right - 1 - SECTION 1. DEFINITIONS. Unless the context otherwise requlres, the terms defined ln this Section 1 shall for all purposes of this Agreement have the meanings herein specified. Agency The term "Agency" shall mean the Redevelopment Agency of the City of San Bernardino, a public corporation, duly organized and existing under and by virtue of the laws of the State of California. Authority The term "Authority" shall mean the San Bernardino Joint Powers Financing Authority created by this Agreement. Board The term "Board" shall mean the governing board of the Authority. City The term "City" shall mean the existing corporation known as the City of San Bernardino, a organized and existing under and by virtue its Charter Constitution and laws of the State of California. municipal city duly and of the Law The Chapter 5 of term "Law" shall mean Articles 1, 2, 3 and 4 of Division 7 of Title I of the Government Code of the - 3 - State of California (Sections 6500-6599), including the Marks-Roos Local Bond Pooling Act of 1985, as amended. SECTION 2. PURPOSE. This Agreement 1S made pursuant to the Law to provide for the joint exercise of powers common to the City and the Agency for the purpose of financing and refinancing public capital improvements of the City and Agency by exercising the powers referred to in the recitals hereof and described in Section 5 herein. The City and the Agency desire and are willing to assist in the financing and refinancing of public improvement costs associated :1ith public capital improvements of the City and Agency. The City and the Agency are empowered by the laws of the State of California to own, purchase, lease, sell, exchange or dispose of any real or personal property or any interest in it and to enter into contracts for public capital improvements. The Authority will fulfill the purposes of this Agreement by undertaking the sale and issuance of notes and bonds 1n accordance with the Marks-Roos Local Bond Pooling Act of 1985. Pursuant to the Law, the proceeds of any such notes and bonds issued by the Authority shall be used for those purposes permitted under the Law, including but not limited to, the purpose of making secured and unsecured loans to the City and the Agency to refinance - 4 - indebtedness incurred by the City and the Agency incurred In connection with public capital improvements undertaken by the City and the Agency. The City and the Agency hereby agree that any such notes and bonds issued by the Authority shall not constitute general obligations of the Authority but shall be payable solely from the moneys pledged to the repayment of principal of or interest on such notes and bonds under the terms of the resolution, indenture, trust agreement or other instrument pursuant to 'dhich the notes or bonds are issued. SECTION 3. TERM. This Agreement shall become effective as of the date hereof and shall continue In full force and effect until January 1, 2029; provided, however, that In no event shall this Agreement terminate while any notes or bonds of the Authority remain outstanding under the terms of the resolution, indenture, trust agreement or other instrument pursuant to which such notes or bonds are issued. In any event, the Authority shall cause all records regarding its any notes or bonds issued by it and to its termination to be retained for at formation, proceedings existence, pertaining least SIX years following termination of the Authority or final payment of any bonds issued by the Authority, whichever is later. - s - SECTION 4. AUTHORITY. A. Creation of Authority There is hereby created pursuant to the Law an agency and public entity to be known as the "San Bernardino Joint ?::;:'Jers Financing Authority." As provided in the Law, the Authority shall be a public entity separate from the City and the Agency. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City .:r the .~.gency . Within 30 days after the effective date of this Agree:r.ent or any amendment hereto, the Authority will cause 3 notice:>f this Agreement or amendment to be prepared and filed with the:Jffice of the Secretary of State of the State of California in the ~anner set forth in Section 6503.5 of the Law. B. Governing Board The Authority shall be administered by the Board, T,.,rhich shall consist of the members of the City Council of the City. The term of office of any member of the Board shall be equivalent to such member's term of office on the City Council. Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any - I) - ,. expenses actually incurred ln connection with servlng as a member if the Board and the City shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. C. Meetings of Board (1) Regular Meetings. one regular meeting each year, and, the holding of regular l1eetings at The Board shall hold at least by resolution, may provide for more frequent intervals. The date upon which, and the hour and place at f.-Jhich, each such regular l1eeting shall be held shall be fixed by resolution of the Board. (2) Legal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961)) or any successor legislation hereinafter enacted. (3) Minutes. The secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Agency. - 7 - (4) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. D. Officers; Duties (1) The Mayor of the City shall serve as chairperson of the Authority and the Vice-Chairman of the City shall ser'le as vice-chairperson of the Authority. The Board shall by resolution appoint a Secretary of the Authority. (2) The City Treasurer 1S hereby designated as Treasurer of the Authority. Subject to the applicable prOV1S1ons of any indenture, trust agreement or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Law. (3) The City Finance Director, who performs the functions of auditor and controller for the City, 1S hereby designated as Controller of the Authority, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Law. The Controller shall draw checks to pay demands against the Authority when the demands have been approved by the Authority. - 8 - against the (4) The City Authority for shall the determine the charges to be made services of the Treasurer and Controller. (5) The Treasurer of the Authority is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond In the amount of $25,000 as required by Section 6505.1 of the Law; provided that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate value of greater than $500.00. (6) The Controller of the ;'.uthority is authorized and directed to prepare or cause to be prepared: hereby (a) a special audit as required pursuant to Section 6505 of the Government Code of the State of California every year during the term of this Agreement; and (b) a report In writing on the first day of July, October, January, and April of each year to the Board, the City and the Agency which report shall describe the amount of money held by the Treasurer and Controller of the Authority for the Board, the amount of receipts SInce the last such report, and the amount paid out since the first such report. - q - (7) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. SECTION 5. POWERS. The Authority shall have the power to finance and refinance public capital improvements through the Issuance of notes and bonds [or the purposes set forth in Section 2 hereof, all In accordance '.-J i t h the Law. The Authority IS authorized, In its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the folloHing: to :nake and enter into contracts; to employ agents and employees; and to sue and be sued in its own name. Such power shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the City in the exercise of similar powers, as provided In Section 6509 of the Law, except, however, nothing herein shall limit the powers of the Authority under the Marks-Roos Local Bond Pooling Act of 1985. Notwithstanding the foregoing, additional powers conferred under the Authority shall have any the Law, insofar as such - lO - additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof. SECTION 6. TERMINATION OF POWERS. The Authority shall continue to exerClse the powers herein conferred upon it until the termination of this Agreement as provided in Section 3 or until the City and the Agency shall have mutually rescinded this Agreement; provided, however, that 1n no event shall this Agreerr,ent be terminated or rescinded while any bonds of the Authority rema1n outstanding under the terms of the Trust Agreement or other instrument pursuant to which the bonds are issued. SECTION 7. FISCAL YEAR. Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30. SECTION 8. DISPOSITION OF ASSETS. At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to the City, subject to the provisions of Section 9 hereof. - 11 - SECTION 9. CONTRIBUTIONS AND ADVANCES. Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and the Agency for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance shall be made subject to repayment, and shall be repaid, In the :nanner agreed upon by the City or the Agency, as the case may be, and the Authority at the time of rr.aking such advance. It is mutually understood and agreed that neither the City nor the Agency has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so. The City or the Agency may allow the use of personnel, equipment or property In lieu of other contributions or advances to the Authority. After termination of this Agreement pursuant to Section 3, any surplus money In possession of the Authority shall be returned to the City and the Agency In proportion to the unreimbursed contributions each has made. SECTION 10. AGREEMENT NOT EXCLUSIVE. This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Agency, conflict therewith, In prevail. except as the terms of this Agreement may which case the terms of this Agreement shall - 12 - SECTION 11. ACCOUNTS AND REPORTS. The Authority shall establish and maintain such funds and accoun t s a s may be requ i red by good account i ng p r act ice. The books and records of the Authority shall be open to inspection at all reasonable times by the City and the Agency and their representatives. The Authority shall glve an audited written report of all financial activities for each fiscal year to the City and to the Agency within 150 days after the close of each fiscal year. So long as required by Section 6505 of the Government Code of the State of California, the Controller of the Authority shall either make, or contract with a certified public accountant or public accountant to iTlake, an annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an audit of an account and records is made by a certified public accountant or public accountant, a report thereof shall be filed as public records with the City, the Agency and, if required by Section 6505 of the Government Code of the State of California, with the County Auditor/Controller of the County of San Bernardino. Such report shall be filed within 12 months of the end of the fiscal year or years under examination. - 13 - Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this section shall be borne by the Authori ty and sha 11 be a charge against any unencumbered funds of the Authority available for the purpose. Board, In any year the Authority replace the annual special may, by unanImous request of the audi t wi th an audi t covering a two-year period. SECTION 12. CONFLICT OF INTEREST CODE. The Authority by resolution shall adopt a Conflict of Interest Code as required by law. SECTION 13. BREACH. If default shall be made by the City or the Agency In any covenant contained In this Agreement, such default shall not excuse either the City or the Agency from fulfilling its obligations under this Agreement and the City and the Agency shall continue to be liable for the performance of all conditions herein contained. The City and the Agency hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Agency hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the - 1; - remedies gIven to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not ImpaIr the right of the Authority to any or all other remedies. SECTION 14. SEVERABILITY. Should any part, term, or provision of this Agreer.ent be decided by the courts to be illegal or in conflict '""ith any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaInIng parts, terms or provisions hereof shall not be affected thereby. SECTION 15. SUCCESSORS; ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder ~ithout the consent of the other. SECTION 16. AMENDMENT OF AGREEMENT. This Agreement may be amended by supplemental agreement executed by the City and the Agency at any time to provide for the financing of public capital improvements, working capital, liability and other Insurance needs, or projects whenever there are significant public benefits, as determined by the City and the l5 Agency 1n accordance with the Law or for any other purpose; provided, however, that in no event shall this Agreement terminate while any notes or bonds of the Authority remain outstanding under any instrument pursuant to which such notes or bonds are issued. SECTION 17. FORM OF APPROVALS. Whenever an approval 1S required 1n this Agreement, unless the context specifies otherwise, it shall be glven, 1n the case of the Agency, by resolution or motion duly and regularly adopted by the :Tlernbers of the Agency, and, ln the case of the City, by resolution duly and regularly adopted by the City Council of the City, and, ln the case of the Authority, by resolution duly and regularly adopted by the Board. Whenever 1n this Agreement any consent or approval is required, the same shall not be unreasonably withheld. SECTION 18. SECTION HEADINGS. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. - 1 G - IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. ATTEST: ~~{'/'~fi~~ City Clerk APPROVED AS TO FORM AND LEGAL CONTENT: JAMES F. PENMAN, CITY ATTORNEY BY~ REDEVELOPMENT AGENCY OF THE C TY OF SAN BERNARDINO APPROVED AS TO FORM AND LEGAL CONTENT: ~ - 17 - SBE00097-23/3071S/sf 08/16/89 0535 RESOLUTION NO. 89-332 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AUTHORIZING THE BORROWING OF FUNDS FROM THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY IN THE AMOUNT OF NOT TO EXCEED $40,000,000, AUTHORIZING AND DIRECTING EXECUTION OF RELATED LOAN AGREEMENT, AMENDED AND RESTATED LOAN SERVICING AGREEMENT, ESCROW AGREEMENT AND CLOSING DOCUMENTS, AS REQUIRED (TAXABLE COLLATERALIZED MORTGAGE BONDS, 1989 SERIES A) WHEREAS, the City of San Bernardino ("City") and the Redevelopment Agency of the Ci ty of San Bernardino ("Agency") have heretofore entered into a Joint Exercise of Powers Agreement establishing the San Bernardino Joint Powers Authority ("Authority") for the purpose of issuing its bonds to be used to make loans to any of its members to finance public capital improvements or refinance certain indebtedness of such members; and WHEREAS, the Authority proposes at this time to issue its Taxable Collateralized Mortgage Bonds, Series 1989-A, in an aggregate principal amount not to exceed $40,000,000 ("Bonds") for the purpose of providing funds to make a loan ("Loan") to the Ci ty in the principal amount of not to exceed $40,000,000 to refinance the acquisition of certain mortgage loans for residential real property owned by persons of low and moderate income in the Ci ty, pursuant to the agreement entitled "Loan Agreement Relating to San Bernardino Joint Powers Financing Authority Taxable Collateralized -1- Mortgage Bonds (1989 Series A)", dated as ("Loan Agreement") by and among the Agency, City; and of September I, 1989 the Authority and the WHEREAS, the City has previously issued its $41,280,000 Single Family Residential Mortgage Revenue Bonds, 1980 Series A ("City Bonds"), to finance the acquisition of certain mortgage loans for residential real property owned by persons of low and moderate income in the City; and WHEREAS, the City is authorized pursuant to the Local Housing Finance Act, codified at Section 52000, et~., to of the California Health and Safety Code ("Housing Finance Act"), to incur indebtedness for the purpose of refunding, in whole or in part at any time, bonds theretofore issued under the Housing Finance Act; and WHEREAS, the Mayor and Common Council, on behalf of the City, have determined to borrow amounts under the Loan Agreement for the purpose of paying principal of, premium, if any, and interest on the City Bonds, as the same shall become due and payable and at maturity and redemption thereof; and WHEREAS, the Mayor and Common Council have duly considered such transactions and wish at this time to approve said transactions in the public interests of the City; -2- NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Determinations. The Mayor and Common Council hereby find and determine that the issuance of the Bonds by the Authority results in significant public benefits, consisting of demonstrable savings in effective interest rates, bond preparation, bond underwriting and/or bond issuance costs. Section 2. Authorization of Loan; Approval of Loan Aqreement. The Mayor and Common Council hereby authorize and approve the Loan to be made to the Ci ty by the Authori ty in the principal amount of not to exceed $40,000,000 pursuant to and in accordance with the terms of the Loan Agreement for the purpose of refinancing the City Bonds. The Mayor and Common Counci 1 hereby approve the Loan Agreement in substantially the form on file wi th the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor, whose execution thereof shall be conclusive evidence of such approval. The Mayor is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the Ci ty to, the final form of the Loan Agreement for and in the name and on behalf of the City. The proceeds of the Loan shall be applied by the City for the purposes and in the amounts as set forth in the Loan Agreement. The Mayor and Common Council hereby authorize the delivery and performance of the Loan Agreement. -3- Section 3. Approval of Lease Aareement. The Mayor and Common Council hereby approve the Amended and Restated Loan Servicing Agreement in substantially the form on file with the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor, whose execution thereof shall be conclusive evidence of such approval. The Mayor is hereby authorized and di rected to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Amended and Restated Loan Servicing Agreement for and in the name of and on behalf of the City. The Mayor and Common Council hereby authorize the delivery and performance of the Amended and Restated Loan Servicing Agreement. Section 4. A?proval of Escrow Aareement. The Mayor and Common Council hereby approve the Escrow Agreement dated as of September 1, 1989, by and among the City, the Agency and Security Pacific National Bank, as Escrow Agent ("Escrow Agent"), in substantially the form on file with the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor, whose execution thereof shall be conclusive evidence of such approval. The Mayor is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Escrow Agreement for and in the name of and on behalf of the City. The Mayor and Common Council hereby authorize the delivery and performance of the Escrow Agreement. -4- Section 5. 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, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in connection with the execution and deli very of the Loan Agreement, the Amended and Restated Loan Servicing Agreement and the Escrow Agreeent and the consummation of the transactions described herein and therein. Section 6 . Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -5- I HEREBY CERTIFY adopted by the Mayor San Bernardino at a held on the Z-lst. day the following vote, to wit: that the foregoing and Common Counci 1 Regular August resolution of the meeting was duly Ci ty of thereof, 19 8 9 , by of AYES: Council Members Rpilly, Flores, Maudsely, Minor. "Popp_T.llc1l ~m, Mill er NAYS: None ABSENT: Estrada ,,~&%fi'%?~Ap .r" Cl.ty Clerk day of The foreg,oing '\ ~-~ / . -/,,~ U~__-r1...'('\.Jl/ \. resolution is hereby approved this , 1989. /Jr Approved as to form and legal content: BY:~ ) Cl. ty Att ey - STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, SHAUNA CLARK, City Clerk in and for San Bernardino, DO HEREBY CERTIFY that the foregoing copy of San Bernardino Ci ty Resolution No. true and correct copy of that now on file in this office. the and is City of attached a full, IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this day of , 1989. City Clerk SBE00097-28/3076S/sf 08/19/89 0525 RESOLUTION NO. 89-333 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE LEASE OF CERTAIN LEASED PREMISES FROM THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND AUTHORIZING AND DIRECTING EXECUTION OF RELATED LEASE AGREEMENT [PUBLIC FACILITIES LEASE REVENUE BONDS, 1989 SERIES A (CENTRAL CITY LIBRARY AND FIRE STATION REFUNDINGS)] WHEREAS, the City of San Bernardino ("City") des i res to lease certain public capital facilities ("Leased Premises") for the purpose of providing certain library and fire station facilities to the Community; and WHEREAS, the Redevelopment Agency of the City of San Bernardino ("Agency") is the owner of the Leased Premises, and the Community Development Commmission of the City of San Bernardino ("Commission") desires, on behalf of the Agnecy, to lease the Leased Premises to the City for the aforementioned purposes; and WHEREAS, the Commission has determined to cause the Agency to lease the Leased Premi ses to the Ci ty, and the Mayo r and Common Council desire to cause the City to lease the Leased Premises, pursuant to that certain Lease Agreement dated as of September 1, 1989, by and between the Agency and the City, for the purpose of providing certain library and fire station facilities to the community; and - 1 - WHEREAS, the Mayor and Common Council have duly considered such transactions and wish at this time to approve said transactions in the public interests of the City; NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Determinations. The Mayor and Common Council hereby find and determine that the leasing of the Leased Premises by the Agency to the City will result in significant public benefit and is in the public interest of the City. Section 2. Authorization of Lease: Approval of Lease Aoreement. The Mayor and Common Council hereby authorize and approve the Lease of the Leased Premises by the Agency to the City pursuant to and in accordance with the terms of the Lease Agreement for the purpose of providing certain library and fire station facilities to the community. The Mayor and Common Council hereby approve the Lease Agreement in substantially the form on file with the City Clerk, together with any additions thereto or changes therein deemed necessary or advisable by the Mayor, whose execution thereof shall be conclusive evidence of such approval. The Mayor is hereby authorized and directed to execute, and the Ci ty Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Lease Agreement for and in the name - 2 - and on behalf of the City. The Mayor and Common Council hereby authorize the delivery and performance of the Lease Agreement. Section 3. Official Actions. The Mayor and Common Council, the City Clerk, the City Attorney, and any and all other members and 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, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in connection with the execution and delivery of the Lease Agreement and the consummation of the transactions described herein and therein. Section 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. - 3 - I HEREBY CERTIFY adopted by the Mayor San Bernardino at a held on the 21 at.- day the following vote, to wit: that the foregoing and Common Counci 1 Regular of August resolution of the meeting was duly Ci ty of thereof, 19 8 9 , by AYES: Council Members Reilly, Flores, Maudsley. Minor Pope-Ludlam, Miller NAYS: None ABSENT: Estrada ~~~$~~ City Clerk ,-Th~orlgoing day 0 f '" Lc ,z, jJp rL~"..iL/'-' / resolution is , 1989. hereby approved /JY- Approved as to form and legal content: By: ~~tlQ-.) ~C1ty Att ney - 4 - SBE00097-21/3069S/sf 08/16/89 0545 RESOLUTION NO. Jill RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $40,000,000 PRINCIPAL AMOUNT OF TAXABLE COLLATERALIZED MORTGAGE BONDS (SERIES 1989-A), AUTHORIZING AND DIRECTING EXECUTION OF RELATED INDENTURE OF TRUST, LOAN AGREEMENT, AMENDED AND RESTATED LOAN SERVICING AGREEMENT AND PURCHASE CONTRACT AUTHORIZING SALE OF BONDS, APPROVING PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTION WHEREAS, the Authority proposes at this time to issue its Taxable Collateralized Mortgage Bonds (Series 1989-A), in an aggregate principal amount not to exceed $40,000,000 (the "Bonds") pursuant to the Marks-Roos Local Bond Pooling Act of 1985, codified at Section 6584, et ~., of the California Government Code ("Act"), and pursuant to an Indenture of Trust dated as of September 1, 1989 ("Indenture") by and between the Authority and Security Pacific National Bank, as Trustee ("Trustee"); and WHEREAS, the proceeds of the Bonds wi 11 be loaned to the Redevelopment Agency of the City of San Bernardino ("Agency") and/or to the City of San Bernardino ("City") pursuant to and in accordance with the Loan Agreement dated as of September 1, 1989 ("Loan Agreement"), by and between the Authority, the City and the Agency, and the Authority proposes to secure the Bonds with a pledge of the revenues and an assignment of its rights under the Loan Agreement; and -1- WHEREAS, Miller & Schroeder Financial, Inc., Stifel, Nicolaus & Company and Meridian Capi tal Markets, Inc. , as prospective underwriters of the Bonds (collectively, the "Underwriters"), have informed the Authority that they intend to submi t a j oint offer to purchase the Bonds and have caused to be prepared an Official Statement describing the Bonds; and WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; FINANCING FOLLOWS: NOW, THEREFORE, AUTHORITY DOES HEREBY THE SAN BERNARDINO RESOLVE, DETERMINE JOINT POWERS AND ORDER AS Section 1. FindinQs and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond preparation, bond underwriting and/or bond issuance costs and thereby results in significant public benefits to its members within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act and the Indenture in an aggregate principal amount not to exceed $40,000,000 for the purposes hereinbefore described. The Board hereby approves the Indenture in substantially -2- the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, whose execution thereof shall be conclusive evidence of such approval. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the Indenture for and in the name of the Authori ty. The Board hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Loan Aqreement. The Board hereby approves the Loan Agreement in substantially the form on file wi th the Secretary together with any changes therein or addi tions thereto approved by the Chairman, whose execution thereof shall be conclusive evidence of such approval. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the Loan Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreement. Section 4. Approval of Amended and Restated Loan Servicinq Aqreement. The Board hereby approves the Amended and Restated Loan Servicing Agreement in substantially the form on file wi th the Secretary together wi th any changes therein or additions thereto approved by the Chairman, whose execution thereof shall be conclusive evidence of such approval. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the Amended and Restated Loan Servicing Agreement for and in the name of the Authority. The Board -3- hereby authorizes the delivery and performance of the Amended and Restated Loan Servicing Agreement. Section 5. Sale of the Bonds. The Board hereby approves the sale of the Bonds by negotiation with the Underwriters, pursuant to the Purchase Contract by and between the Authority and the Underwriters, in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the name and on behalf of the Authority by the Chairman, who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the Authority upon submission of the proposal by the Underwriters to acquire the Bonds, which proposal is acceptable to the Chairman. The purchase price received by the Authority for the Bonds shall not be less than ninety-seven and one-half percent (97-1/2%) of the par amount thereof and the net effective rate of interest to be borne by the Bonds shall not exceed a rate per annum equal to two and one-half percent (2-1/2%) above the rate borne by United States Treasury obligations of like maturity. Section 6. Official Statement. The Board hereby approves the preliminary Official Statement describing the Bonds, in substantially the form submitted by the Underwri ters and on fi Ie with the Secretary. Distribution of the preliminary Official -4- Statement by the Underwriters is hereby approved. The Board hereby authorizes the distribution of the final Official Statement by the Underwriters. The Chairman is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement approved by the Chairman, whose execution thereof shall be conclusive evidence of approval of any such changes and additions. The final Official Statement shall be executed in the name and on behalf of the Authori ty by the Chairman, who is hereby authorized and directed to execute the final Official Statement on behalf of the Authority. 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. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. The board hereby appoints its Chairman as agent of the Authority -5- for purposes of executing any and all documents and instruments which any officer of the Authority is authorized to execute hereunder. Section 7. Effective Date: Subiect to Aqencv Approval. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all respects to the approval by the Agency and by the City of the execution and delivery of the Loan Agreement and to the issuance of the Bonds by the Authority. The foregoing resolution is hereby approved this. ::;/~>i;- day of /!1({,0--J J, , 19~ Powers Authority Approved as to form and legal content: By: ~~) u hority unsel SBE00097-18/3069S -6- SBE00097-24/3072S/sf 08/16/89 0520 RESOLUTION NO. J#2 RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $12,500,000 PRINCIPAL AMOUNT OF PUBLIC FACILITIES LEASE REVENUE BONDS, 1989 SERIES A (CENTRAL CITY LIBRARY AND FIRE STATION REFUNDINGS), AUTHORIZING AND DIRECTING EXECUTION OF RELATED INDENTURE OF TRUST, LOAN AGREEMENT AND PURCHASE CONTRACT, AUTHORIZING SALE OF BONDS, APPROVING PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT AND RELATED CLOSING DOCUMENTS AND AUTHORIZING OFFICIAL ACTION WHEREAS, the Authority proposes at this time to issue its Public Faci Ii ties Lease Revenue Bonds, 1989 Series-A (Central City Library and Fire Station Refundings), in an aggregate principal amount not to exceed $12,500,000 (the "Bonds") pursuant to the Marks-Roos Local Bond Pooling Act of 1985, codified at Section 6584, et ~., of the California Government Code ("Act"), and pursuant to an Indenture of Trust dated as of September 1, 1989 ("Indenture") by and between the Authority and Security Pacific National Bank, as Trustee ("Trustee"); and WHEREAS, the proceeds of the Bonds wi 11 be loaned to the Redevelopment Agency of the City of San Bernardino ("Agency") pursuant to and in accordance with the Loan Agreement dated as of September 1, 1989 ("Loan Agreement"), by and between the Authori ty, the Trustee and the Agency, and the Authority proposes to secure the Bonds with a pledge of the revenues and an assignment of its rights under the Loan Agreement; and -1- WHEREAS, Mi ller & Schroeder Financial, Inc, as prospective underwriter of the Bonds ("Underwriter") has informed the Authority that it intends to submit an offer to purchase the Bonds and has caused to be prepared an Official Statement describing the Bonds; and WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; FINANCING FOLLOWS: NOW, THEREFORE, AUTHORITY DOES HEREBY THE SAN BERNARDINO JOINT POWERS RESOLVE, DETERMINE AND ORDER AS Section 1. Findinqs and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond preparation, bond underwriting and/or bond issuance costs and thereby results in significant public benefits to its members within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds: Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act and the Indenture in an aggregate principal amount not to exceed $12,500,000 for the purposes hereinbefore described. The Board hereby approves the Indenture in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, whose execution thereof shall be conclusive evidence of such approval. -2- The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the Indenture for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Loan Aqreement. The Board hereby approves the Loan Agreement in substantially the form on file wi th the Secretary together wi th any changes therein or addi tions thereto approved by the Chairman, whose execution thereof shall be conclusive evidence of such approval. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the Loan Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreement. Section 4. Sale of the Bonds. The Board hereby approves the sale of the Bonds by negotiation with the Underwriter, pursuant to the Purchase Contract by and between the Authori ty and the Underwriter, in substantially the form on file with the Secretary together with any changes therein or addi tions thereto approved by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such addi tions and changes. The Purchase Contract shall be executed in the name and on behalf of the Authority by the Chairman, who is hereby authorized and directed to execute and deli ver said form of Purchase Contract on behalf of the Authori ty upon submission of the proposal by the Underwri ter to acqui re the Bonds, which proposal is acceptable to the Chairman. The purchase -3- price received by the Authority for the Bonds shall not be less than ninety-seven and one-half percent (97-1/2%) of the par amount thereof and the net effective rate of interest to be borne by the Bonds shall not exceed seven and three-quarters percent (7-3/4%) per annum. Section 5. Official Statement. The Board hereby approves the preliminary Official Statement describing the Bonds, in substantially the form submitted by the Underwriter and on file with the Secretary. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The Chairman is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement approved by the Chairman, whose execution thereof shall be conclusi ve evidence of approval of any such changes and addi tions. The final Official Statement shall be executed in the name and on behalf of the Authori ty by the Chairman, who is hereby authorized and directed to execute the final Official Statement on behalf of the Authority. 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 -4- advisable in order to consummate the lawful issuance and sale of the Bonds as described herein. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. The Board hereby appoints its Chairman as agent of the Authority for purposes of executing any and all documents and instruments which any officer of the Authority is authorized to execute hereunder. Section 7. Effective Date: Subiect to Aqency Approval. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all respects to the approval the Agency of the execution and delivery of the Loan Agreement and to the issuance of the Bonds by the Authority. .~ The foregoing resolution is hereby approved this >? /J day /7 ' ~ l\lc{~bl- , 196~. of By: Powers Approved as to form and legal content: BY:~ /Authori t Counsel SBE00097-24/3072 -5- SBE00097-26/3074S/sf 08/16/89 0515 RESOLUTION NO. J#3 RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $17,000,000 PRINCIPAL AMOUNT OF TAX ALLOCATION BONDS, 1989 SERIES A (STATE COLLEGE PROJECT REFUNDINGS), AUTHORIZING AND DIRECTING EXECUTION OF RELATED INDENTURE OF TRUST, LOAN AGREEMENT AND PURCHASE CONTRACT, AUTHORIZING SALE OF BONDS, APPROVING PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT AND RELATED CLOSING DOCUMENTS AND AUTHORIZING OFFICIAL ACTION WHEREAS, the Authority proposes at this time to issue its Tax Allocation Bonds, 1989 Series A (State College Project Refundings) in an aggregate principal amount not to exceed $17,000,000 (the "Bonds") pursuant to the Marks-Roos Local Bond Pooling Act of 1985 ("Act"), codified at Section 6584, et ~., of the California Government Code ("Act"), and pursuant to an Indenture of Trust dated as of September 1, 1989 ("Indenture") by and between the Authority and Security Pacific National Bank, as Trustee ("Trustee"); and WHEREAS, the proceeds of the Bonds wi 11 be loaned to the Redevelopment Agency of the City of San Bernardino ("Agency") pursuant to and in accordance with the Loan Agreement dated as of September 1, 1989 ("Loan Agreement"), by and among the Authority, the Agency and Securi ty Pacific National Bank, as trustee ("Trustee"), and the Authority proposes to secure the Bonds with a pledge of the revenues and an assignment of its rights under the Loan Agreement; and - 1 - WHEREAS, Mi ller & Schroeder Financi aI, Inc, as prospective underwriter of the Bonds ("Underwriter") has informed the Authority that it intends to submi t an offer to purchase the Bonds and has caused to be prepared an Official Statement describing the Bonds; and WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; FINANCING FOLLOWS: NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS Section 1. Findinas and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond preparation, bond underwriting and/or bond issuance costs and thereby results in significant public benefits to its members within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act and the Indenture in an aggregate principal amount not to exceed $17,000,000 for the purposes hereinbefore described. The Board hereby approves the Indenture in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Chairman, whose execution thereof shall be conclusive evidence of such approval. - 2 - The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the Indenture for and in the name of the Authori ty. The Board hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Loan Aqreement. The Board hereby approves the Loan Agreement in substantially the form on file wi th the Secretary together with any changes therein or additions thereto approved by the Chairman, whose execution thereof shall be conclusive evidence of such approval. The Chairman is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest to, the Loan Agreement for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Loan Agreement. Section 4. Sale of the Bonds. The Board hereby approves the sale of the Bonds by negotiation with the Underwriter, pursuant to the Purchase Contract by and between the Authori ty and the Underwriter, in substantially the form on file with the Secretary together wi th any changes therein or addi tions thereto approved by the Chairman or an authorized representative of the Chairman, whose execution thereof shall be conclusive evidence of approval of any such addi tions and changes. The Purchase Contract shall be executed in the name and on behalf of the Authority by the Chairman, who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the Authority upon submission of the proposal by the Underwriter to acquire the Bonds, which proposal is acceptable to the Chairman. The purchase - 3 - price received by the Authority for the Bonds shall not be less than ninety-seven and one-half percent (97-1/2%) of the par amount thereof and the net effective rate of interest to be borne by the Bonds shall not exceed seven and three-quarters percent (7-3/4%) per annum. Section 5. Official Statement. The Board hereby approves the preliminary Official Statement describing the Bonds, in substantially the form submitted by the Underwriter and on file with the Secretary. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The Chairman is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement approved by the Chairman, whose execution thereof shall be conclusive evidence of approval of any such changes and additions. The final Official Statement shall be executed in the name and on behalf of the Authori ty by the Chairman, who is hereby authorized and directed to execute the final Official Statement on behalf of the Authority. Section 6. Official Action. The Chairman, the Secretary, the Authori ty Counsel and any and all other officers of the Authori ty 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 - 4 - advisable in order to consummate the lawful issuance and sale of the Bonds as described herein. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. The board hereby appoints its Chairman as agent of the Authority for purposes of executing any and all documents and instruments which any officer of the Authority is authorized to execute hereunder. Section 7. Effective Date: Subiect to Aqencv Approval. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all respects to the approval by the Agency of the execution and delivery of the Loan Agreement and to the issuance of the Bonds by the Authority. The foregoing resolution is hereby approved this 7 /..k/ // day /J I of ( {f-It1{L-:1--r ->'1 I 19L. By: Cha r a San Ber ardino Joint Financing Authority Approved as to form and legal content: By: ~j Authority Counsel SBE00097-26/3074S - 5 - " SBE00097-56/3113S/nb 09/14/89 1245 RESOLUTION NO. , -,~/ RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY APPROVING THE FINAL FORM OF DOCUMENTS IN CONNECTION WITH CERTAIN FINANCINGS WHEREAS, the San Bernardino Joint Powers Financing Authority (the "Authority"), by adoption of appropriate Resolutions on August 21, 1989 (the "Resolutions"), has previously authorized the issuance of the San Bernardino Joint Powers Financing Authority, Tax Allocation Refunding Bonds, 1989 Series A (State College Project No.4) (the "Tax Allocation Refunding Bonds") and the San Bernardino Joint Powers Financing Authority, Public Facilities Lease Revenue Refunding Bonds, 1989 Series A (the "Lease Revenue Refunding Bonds"); and WHEREAS, the Authority proposes at this time to approve the final form of financing documents in connection with the above-mentioned above-mentioned Bonds. NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Approval of Final Forms of Financing Documents. The Board hereby approves the final forms of the Indentures, Loan Agreements, the Escrow Agreements, the Purchase Cont racts and the Lease (as def i ned in the Reso lu t ions) in substantially the form on file with the Secretary together with any - 1 - changes therein or additions thereto approved by Authority Counsel, whose consent thereto shall be conclusive evidence of such approval. Section 2. Ef f ect i ve Da te; Subj ect to Agency App rov a 1. This Resolution shall take effect from and after its passage and adoption. Thi s Reso 1 u t ion sha 11 be subj ect in a 11 respect s to the approval by the Agency of the execution and delivery of the Loan Agreement and to the issuance of the Bonds by the Authority. The foregoing resolution 1S hereby approved this day of , 19 By: Chairman of the San Bernardino Joint Powers Financing Authority Approved as to form and legal content: By: ~) /Authorit Counsel SBE00097-56/3113S - 2 -