Loading...
HomeMy WebLinkAbout1992-5324 1 2 3 4 5 6 7 8 9 10 ci ty of 11 Agency RESOLUTION NO. 5324 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE SALE AND DELIVERY OF $12,000,000 CERTIFICATES OF PARTICIPATION (SERIES 1992), EVIDENCING PROPORTIONATE INTERESTS OF THE OWNERS THEREOF IN LEASE PAYMENTS TO BE MADE BY THE CITY OF SAN BERNARDINO, CALIFORNIA, AS THE RENTAL FOR CERTAIN PROPERTY PURSUANT TO A LEASE WITH THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING THE FORK OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORKS THEREOF 12 13 14 0--- 15 16 17 18 WHEREAS, the Community Development Commission of the San Bernardino is the governing body of the Redevelopment of the City of San Bernardino (the "Agency") and the Agency is a redevelopment agency (a public body, corporate and politic) duly created and existing pursuant to the Community Redevelopment Law (Part 1 of Division 24, commencing with Section 33000) of the Health and Safety Code of the State of California (the "Community Redevelopment Law"); and WHEREAS, the powers of the Agency include assisting the 19 City of San Bernardino (the "City") in financing the acquisition 20 of property which shall be used for the municipal purposes of the 21 City; and 22 23 24 the San Bernardino City Hall (the "Property") and fund other City 25 operating expenses, and at the request of the City, the Agency 26 has agreed to assist in the financing thereof; and WHEREAS, the City seeks to finance the acquisition of 0",-, 27 28 - 1 - - 15 16 17 18 19 20 21 ... t 11 -: 1 WHEREAS, the Agency proposes at this time to provide 2 for the sale and delivery of $12,000,000 certificates of 3 Participation (Series 1992) Evidencing Proportionate Interests of 4 the Owners Thereof in Lease PaYments to be Made by the City of 5 San Bernardino, California As the Rental for Certain Property 6 Pursuant to a Lease with the Redevelopment Agency of the City of 7 San Bernardino (the "Certificates") on behalf of the City in 8 order for the City to pay operating expenses; and 9 10 WHEREAS, such certificates will be secured by a Letter 11 of Credit provided by Sumitomo Trust & Banking Company, Limited, 12 New York Branch; and 13 14 WHEREAS, Miller & Schroeder Financial, Inc., as prospective underwriter of the certificates (the "Underwriter") has informed the Agency that it intends to submit an offer to purchase the Certificates and has prepared a Preliminary Official Statement and an Official Statement relating to such Certificates, as may be necessary in the sale and marketing of the certificates, a form of which is presently on file with the 22 Secretary of the Agency; and 23 24 WHEREAS, the Agency has duly considered the 25 aforementioned transactions and documentation and seeks at this 26 time to approve said transactions and documentation in the public 27 interests of the Agency and the City. 28 - 2 - r: ',,!'.!iJ- .~,<",.,l"'".".,,-,.,<;>i\'''''~ 1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF 2 THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY 3 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DOES HEREBY FIND, 4 RESOLVE, DETERMINE AND ORDER AS FOLLOWS: .'1__ 5 6 section 1. Sale and Deliverv of the certificates: 7 ApDroval of Form of Trust Aareement: Authorization and Direction 8 of PreDaration of Final Forms Thereof. The Agency hereby 9 authorizes the sale and delivery of the certificates under and 10 pursuant to the community Redevelopment Law and the trust 11 agreement on file with the Secretary of the Agency (the "Trust 12 Agreement") in the principal amount of $12,000,000 and the 13 preparation of certain financing documents related thereto which 14 are necessary to carry out the sale and delivery of the 15 Certificates by the Agency. The Agency hereby approves the form 16 of Trust Agreement as presently on file with the Secretary of the 17 Agency with such changes thereto as may be approved by the 18 Chairman of the Agency and as necessary to incorporate such other 19 terms and conditions with respect to the certificates when such 20 terms and conditions have been ascertained. The Agency hereby 21 further authorizes and directs that the form of Trust Agreement 22 presently on file with the Secretary be converted into the final 23 form of Trust Agreement, authorizing the sale and delivery of the 24 certificates together with such changes or modifications as 25 deemed necessary or desirable by the Chairman of the Agency upon 26 the recommendation of Special Counsel. The Chairman, Vice- 27 Chairman or such other authorized officer of the Agency is hereby 28 authorized and directed to execute and deliver, and the Secretary - 3 - ~ -- '-' 1 is hereby authorized and directed to attest to, the final form of 2 the Trust Agreement when the same has been prepared for and in 3 the name of the Agency, and such execution and delivery shall be 4 deemed to be conclusive evidence of the approval thereof. The 5 Agency hereby authorizes the delivery and performance of the 6 Trust Agreement. 7 8 section 2. Approval of Final Form of Lease 9 Aareement. The Agency hereby approves the form of lease 10 agreement presently on file with the Secretary (the "Lease 11 Agreement") together wi th any changes therein or addi tions 12 thereto as may be approved by the Chairman when such terms and 13 conditions have been ascertained. The Agency hereby further 14 authorizes and directs that the form of Lease Agreement presently 15 on file with the Secretary be converted into the final form of 16 Lease Agreement, together with such changes or modifications as 17 deemed necessary or desirable by the Chairman of the Agency upon 18 the recommendation of Special Counsel. The Chairman, Vice- 19 Chairman or such other authorized officer of the Agency is hereby 20 authorized and directed to execute and deliver, and the Secretary 21 is hereby authorized and directed to attest to, the final form of 22 the Lease Agreement when the same has been prepared and such 23 execution and delivery shall be deemed to be conclusive evidence 24 of the approval thereof. The Agency hereby authorizes the 25 delivery and performance of the Lease Agreement. 26 27 section 3. ADDroval of Final Form of Reimbursement 28 Aareement. Deed of Trust and Letter of Credit. The Agency hereby - 4 - 1 approves the form of reimbursement agreement (the "Reimbursement 2 Agreement"), Deed of Trust ("Deed of Trust "), and Letter of 3 Credit ("Letter of credit") presently on file with the Secretary 4 together with any changes therein or additions thereto as may be 5 approved by the Chairman when such terms and conditions have been 6 ascertained. The Agency hereby further authorizes and directs 7 that the form of Reimbursement Agreement and Deed of Trust 8 presently on file with the Secretary be converted into the final 9 form of Reimbursement Agreement and Deed of Trust, together with 10 such changes or modifications as deemed necessary or desirable by 11 the Chairman of the Agency upon the recommendation of Special 12 Counsel. The Chairman, vice-Chairman or such other authorized 13 officer of the Agency is hereby authorized and directed to ,:'- 14 execute and deliver, and the Secretary is hereby authorized and '-' directed to attest to, the final form of the R.eimbursement 15 ~ 16 Agreement and Deed of Trust when the same has been prepared and 17 such execution and delivery shall be deemed to be conclusive 18 evidence of the approval thereof. The Agency hereby authorizes 19 the delivery and performance of the Reimbursement Agreement and 20 Deed of Trust. 21 22 section 4. ADDroval of Final Form of Remarketinq 23 Aqreement. The Agency hereby approves the form of remarketing 24 agreement presently on file with the secretary (the "Remarketing 25 Agreement") together with any changes therein or additions 26 thereto as may be approved by the Chairman when such terms and 27 conditions have been ascertained. The Agency hereby further 28 authorizes and directs that the form of Remarketing Agreement - 5 - ~ ,-. 1 presently on file with the Secretary be converted into the final 2 form of Remarketing Agreement, together wi th such changes or 3 modifications as deemed necessary or desirable by the Chairman of 4 the Agency upon the recommendation of Special Counsel. The 5 Chairman, Vice-Chairman or such other authorized officer of the 6 Agency is hereby authorized and directed to execute and deliver, 7 and the Secretary is hereby authorized and directed to attest to, 8 the final form of the Remarketing Agreement when the same has 9 been prepared and such execution and delivery shall be deemed to 10 be conclusi ve evidence of the approval thereof. The Agency 11 hereby authorizes the delivery and performance of the Remarketing 12 Agreement. 13 14 Section 5. Sale of the certificates. The Agency 15 hereby approves the sale of the certificates by negotiated 16 purchase with the underwriter, pursuant to the purchase agreement 17 prepared by the Underwriter and on file with the Secretary (the 18 "Purchase Agreement"), and the sale of the certificates pursuant 19 to the Purchase Agreement is hereby approved. The Agency hereby 20 further approves the form of Purchase Agreement as presently on 21 file with the Secretary, together with any changes therein or 22 additions thereto approved by the Chairman or an authorized 23 representative of the Chairman, and as necessary to incorporate 24 such other terms and conditions when such terms and conditions 25 have been ascertained. The Agency hereby authorizes and directs 26 the Underwriter to cause the preparation of the final Purchase 27 Agreement of which such terms are a part, and the Chairman, the 28 Vice-Chairman or such other authorized officer of the Agency is - 6 - ........ 1 hereby authorized and directed to evidence the Agency's 2 acceptance of the offer made by the Purchase Agreement by 3 executing and delivering the Purchase Agreement in said form as 4 on file with such changes therein as the officer or the officers 5 executing the same may approve, such approval to be conclusively 6 evidenced by the execution and delivery thereof. 7 8 section 6. Official Statement. The Agency hereby 9 approves the form of the Preliminary Official statement presently 10 on file with the Secretary (the "preliminary Official 11 Statement"). The Agency further authorizes the preparation and 12 distribution of the Preliminary Official Statement as shall be 13 necessary or required in connection with the sale of the 14 certificates to prospective purchasers thereof. The Agency 15 hereby authorizes and directs that the Preliminary Official 16 Statement be converted to a final Official Statement together 17 with such changes or modifications as deemed desirable or 18 necessary in the sale and marketing of the certificates and as 19 approved by the Chairman, upon the recommendation of Special 20 Counsel and the Underwriter. The Agency hereby authorizes 21 distribution of the Preliminary Official Statement and the final 22 Official Statement by the Underwriter when the same have been 23 prepared. The Chairman is hereby authorized and directed to 24 execute the final form of said Official Statement in the name and 25 on behalf of the Agency and to deliver the same to the 26 Underwriter upon execution thereof, together with the changes or 27 modifications approved by the Chairman. Execution of said final 28 - 7 - ,,- '~ '- 1 Official statement shall be conclusive evidence of approval 2 thereof, including any such changes and additions. 3 4 section 7. Official Action. The Chairman, the 5 Secretary, Special Counsel and any and all other officers of the 6 Agency are hereby authorized and directed, for and in the name 7 and on behalf of the Agency, to do any and all things and take 8 any and all actions, including paYment of all costs in connection 9 with the sale and delivery of the Certificates, execution and 10 delivery of any and all assignments, certificates, requisitions, 11 agreements, notices, consents, instruments of conveyance, 12 warrants and other documents, which they, or any of them, may 13 deem necessary or advisable in order to consummate the lawful 14 sale and delivery of the Certificates as described herein, 15 including, but not limited to, the distribution of the 16 preliminary Official Statement to any prospective purchasers. 17 Whenever in this Resolution any officer of the Agency is 18 authorized to execute or countersign any document or take any 19 action, such execution, countersigning or action may be taken on 20 behalf of such officer by any person designated by such officer 21 to act on his or her behalf in the case such officer shall be 22 absent or unavailable. The Agency hereby appoints its Chairman 23 as agent of the Agency for purposes of executing any and all 24 documents and instruments which any officer of the Agency is 25 authorized to execute hereunder. 26 27 28 - 8 - 19 commission Members: 20 ESTRADA REILLY 21 HERNANDEZ MAUDSLEY 22 MINOR POPE-LUDLAM 23 MILLER 24 25 26 27 ..--.. 28 1 ~-L~ 2 3 4 5 6 7 8 9 10 ,;t<i~ '-' RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE SALE AND DELIVERY OF $12,000,000 CERTIFICATES OF PARTICIPATION (SERIES 1992), EVIDENCING PROPORTIONATE INTERESTS OF THE OWNERS THEREOF IN LEASE PAYMENTS TO BE MADE BY THE CITY OF SAN BERNARDINO, CALIFORNIA, AS THE RENTAL FOR CERTAIN PROPERTY PURSUANT TO A LEASE WITH THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF Section 8. Effective Date: Sub;ect to City ADDroval. This Resolution shall take effect from and after its passage and adoption. This Resolution shall be subject in all 11 respects to the approval by the ci ty of the execution and 12 delivery of the documents described herein. 13 14 I HEREBY CERTIFY that the foregoing Resolution was duly 15 adopted by the community Development Commission of the City of 16 San Bernardino at a 17 thereof, held on the Joint Regular meeting 16 day of March 18 1992, by the following vote, to wit: AYES NAYS ABSTAIN ABSENT x x x --.1l..- --.1l..- x x ENNETH J. HENDERSON - 9 - '-- - tl 1 The foregoing resolution is 16 day of March , 1992. 2 3 4 5 6 Approved as to form and legal content: :BY:~ J Agency Co el 9 10 11 SBBO\0112\DOC\6 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 10 - 'j' i' ~ - 1 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) 2 CITY OF SAN BERNARDINO ) 3 4 ss I, KENNETH J. HENDERSON Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY CERTIFY that the foregoing and attached copy of Community Development Commission of the City of San Bernardino Resolution 5 No. 5324 is a full, true and correct copy of that now on file in this office. 6 IN WITNESS WHEREOF, I have hereunto set my hand and 7 aff ixed the off icial seal of the community Development Commission of the City of San Bernardino this 16 day of 8 March , 1992. 9 10 11 12 13 secr&e Community Development Commission of the City of San Bernardino /~ 14 '-' - 15 16 17 18 19 20 21 22 23 24 25 26 27 28 '.........