HomeMy WebLinkAboutRS02-Redevelopment Agency
. RE.QVELOPMENT AGENCY.ICQUEST FOR OMMISSION/COUNCIL A~
From: Glenda Saul, Executive Director
Subject: APPROVING THE ISSUANCE OF CENTRAL CITY
BONDS, APPROVING THE ESCROW AGREEMENT
WITH SECURITY PACIFIC BANk
.......,t: Redevelopment Agency
Date: November I, 1985, 1985
Synopsis of Previous Commission/Council action:
Feb/Mar '85 Workshops conducted to discuss bond refinancing
4/15/85 Motion instructing staff and consultant to proceed with the refunding of bonds
for the combined Central City, Meadowbrook, CCEast and CCSouth Project
9/30/85 Workshop which included discussion on necessity to refund above mentioned bonds
10/7/85 Adopted Resolution authorizing the preparation of offering documents and
Notice to Sell
10/21/85 Adopted Resolution authorizing the issuance and sale of bonds
11/1/85 Awarded the bond to successful bidder
Recommended motion:
(Mayor & Common Council)
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A. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO OF AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $22,500,000 OF REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO, CENTRAL CITY REDEVELOPMENT PROJECT, TAX ALLOCATION REFUNDING BONDS,
ISSUE OF 1985, AND MAKING CERTAIN DETERMINATIONS RELATING THERETO
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(Community Development Commission)
B. RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION ACTING ON BEHALF OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN ESCROW
AGREEMENT WITH SECURITY PACIFIC NATIONAL BANK
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Signature
Contact person:
GLENDA SAUL
Phone:
383-5081
1 & 3
Supporting data attached:
YES
Ward:
FUNDING REQUIREMENTS:
Amount: $
N/A
Project:
M/CC-CCE-CCS
No adverse Impact on City:
Date:
November 4, 1985
C-<ncil Notes:
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Agenda Item No. -R S. ~
CI-k OF SAN BERNARDICb - REQUEOr FOR COUNCIL AC\.;bN
STAFF REPORT
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The Resolution before you today authorizes the issuance not to exceed $22,500,000 for
the Central City Project, Tax Allocation Refunding Bond issue of 1985.
The Bond was awarded to Smith Barney at the meeting of November I, 1985. Three bids
were received for the bond:
Smith Barney - 9.46725
Merrill-Lynch - 9.5865
Paine-Webber - 9.58969
The principal amount of the bonds will be an amount not to exceed $22,500,000. This
issue will refund the M/CC $24,150,000 issue, payoff the State loan of $745,000,
refund the CCE $2,000,000 bonds due 12/1/85 and refund the CCS bonds in the amount of
$4,300,000.
This issu~ will not only reduce the debt service, enabling the Agency to
service with its projected tax increment, but will also provide for a 20
aside of tax increments received to be used for low/moderate households.
projected 20 percent set aside for this combined project is approximately
first year. The refunding will also extend the life of all four projects
longest of the four, i.e., year 2021.
meet debt
percent set
The
$550,000 the
to the
,-', The second Resolution approves the Escrow Agreement with Security Pacific National
~ Bank. The Escrow Agreement sets forth the terms and conditions between the Agency and
the Bank for establishing the escrow fund, method of investment and method of payment
of principal and interest.
Bond Counsel will be available to answer any questions you may have.
0746K/EB
11/4/85
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75-0264
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2,164-7/0773S/ak
10/24/85
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RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL
OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
APPROVING THE ISSUANCE BY THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO OF AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$22,500,000 OF REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, CENTRAL CITY
REDEVELOPMENT PROJECT, TAX ALLOCATION
REFUNDING BONDS, ISSUE OF 1985, AND MAKING
CERTAIN DETERMINATIONS RELATING THERETO
WHEREAS,
the
Redevelopment Agency of
the City of
San Bernardino (the "Agency.), is a redevelopment agency (a public
body,
corporate
and
politic)
duly created,
established and
authorized to transact business and exercise its powers, all under
and pursuant to the Community Redevelopment Law [Part 1 of Division
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24 (commencing with Section 33000) of the Health and Safety Code of
the State of California] and the powers of the Agency include the
power to issue bonds for any of its corporate purposes; and
WHEREAS, pursuant to Agency legislation enacted in 1983
adding Sections 33476,
33476.3 and 33476.5 to Article 14 of
Chapter 4 of Part 1 of the Communi ty Redevelopment Law the
redevelopment projects designated Meadowbrook/Central City, Central
City East and Central City South were merged into one contiguous
project area designated as the Central City Redevelopment Project
and all requirements of law for and precedent to the consolidation
of said Redevelopment Projects have been duly complied with; and
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WHEREAS, all requirements of law for and precedent to the
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adoption and approval of the above-referenced Redevelopment Plans
and the merger of said Project Areas for financial purposes have
been duly complied with; and
WHEREAS,
the
Community
Development
Commission
(the
"Commission") acting on behalf of the Agency has adopted its
Resolution entitled:
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION ACTING ON BEHALF OF THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
AUTHORIZING THE ISSUANCE OF AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $22,500,000 OF TAX
ALLOCATION REFUNDING BONDS OF SAID AGENCY TO
REFUND PREVIOUSLY ISSUED BONDS FOR THE CENTRAL
CITY REDEVELOPMENT PROJECT; and
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WHEREAS, under and pursuant to the above Resolution the
Commission on behalf of the Agency, has authorized the issuance of
an aggregate principa I amount not to exceed $22,500 r 000 of
"Redevelopment Agency of the City of San Bernardino, Central City
Redevelopment Project, Tax Allocation Refunding Bonds, Issue of
1985" (the "Bonds").
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 Issuance of Bonds. The issuance of
an aggregate principal amount not to exceed $22,500,000 of
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i"..... "Redevelopment Agency of the City of San Bernardino, Central City
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,''', Redevelopment Project, Tax Allocation Refunding Bonds, Issue of
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1985" for the corporate purposes of the Agency to aid in the
financing of a portion of the cost of the Central City Redevelopment
Project and to use a portion of the proceeds of the Bonds to refund
the
outstanding
balance
of
the
Agency's
previously
issued
$24,150,000 Redevelopment Agency of the City of San Bernardino,
Meadowbrook-Central City Redevelopment Project No.1, Tax Allocation
Refunding Bonds, Issue of 1978; $2,000,000 Redevelopment Agency of
the City of San Bernardino, Central City East Redevelopment Project
Area, Tax Allocation Bonds, Issue of 1982, Series A; $1,800,000
Redevelopment Agency of the City of San Bernardino, Central City
South, Tax Allocation Refunding Bonds, Issue of 1981, Series A; and
$2,500,000 Redevelopment Agency of the City of San Bernardino,
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Central City South, Tax Allocation Bonds, Issue of 1982, Series B;
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and for other purposes related thereto, all of which constitute a
"redevelopment activity", as such term is defined in Health and
Safety Code Section 33678,
is hereby authorized and approved
pursuant to Health and Safety Code Section 33640.
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Section 2.
effect upon adoption.
I HEREBY
adopted by the
San Bernardino at
held on the
the following vote,
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Effective Date.
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This Resolution shall take
CERTIFY
Mayor
a
that
and
the foregoing
Common Council
resolution
of the
meeting
AYES:
NAYS:
ABSENT:
day of
to wit:
Council Members
,
was duly
City of
thereof,
1985, by
City Clerk
day of
The foregoing resolution is hereby approved this
, 1985.
Approved as to form:
City Attorney
Mayor of the City of
San Bernardino
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2,164-12/1104S/jm
10/24/85
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RESOLUTION NO.
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION ACTING ON BEHALF OF THE REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIAr
APPROVING AN ESCROW AGREEMENT WITH SECURITY
PACIFIC NATIONAL BANK
WHEREASr the Community Development Commission of the City
of San Bernardino (the "Commission") taking action for the
Redevelopment Agency of the City of San Bernardino, California (the
"Agency"), is a redevelopment agency (a public body, corporate and
politic) duly created, established and authorized to transact
business and exercise its powersr all under and 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] and the powers of the Agency include the power to issue
bonds for any of its corporate purposes and the power to issue
refunding bonds for the purpose of paying or retiring bonds
previously issued by it; and
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WHEREAS, the Agency has heretofore adopted its Resolution
No. 3553, providing for the issuance of the "$24,150,000
Redevelopment Agency of the City of San Bernardino,
Meadowbrook-Central City Redevelopment Project No.1, Tax Allocation
Refunding Bonds, Issue of 1978" (the "1978 -Bonds"); Res'olution
No. 4416, providing for the issuance of the "$2,000,000
Redevelopment Agency of the City of San Bernardino, Central City
East Redevelopment Project Area, Tax Allocation Bonds, Issue of
1982, Series A" (the "1982 Series A Bonds"); Resolution No. 4135,
providing for the issuance of the "$1,800,000 Redevelopment Agency
of the City of San Bernardino, Central City South, Tax Allocation
Refunding Bonds, Issue of 1981, Series A" (the "1981 Series A
Bonds"); and Resolution No. 4414, providing for the issuance of the
"$2,500,000 Redevelopment Agency of the City of San Bernardino,
Central City South, Tax Allocation Bonds, Issue of 1982, Series B"
(the "1982 Series B Bonds") (collectively, the "Refunded Bonds"); and
WHEREAS, for the corporate purposes of the Agency to aid in
the financing of a portion of the cost of the Central City
Redevelopment Proj ect, the Agency deems it necessary to issue at
this time an aggregate principal amount not to exceed $22,500,000 of
tax allocation refunding bonds and to use a portion of the proceeds
of such bonds to refund the outstanding balance of the Refunded
Bonds to restructure the Agency's indebtedness; and
WHEREAS, the purposes stated above will be accomplished by
issuing at this time an aggregate principal amount not to exceed
$22,500,000 of tax allocation refunding bonds pursuant to the
resolution adopted by the Agency on October 21, 1985 (the
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"Resolution of Issuance"), to be known as the "Redevelopment Agency
of the City of San Bernardino, Central City Redevelopment Project,
Tax Allocation Refunding Bonds, Issue of 1985" (the "Bonds"), a
portion of the proceeds of which will be set apart and irrevocably
segregated in a special trust fund held by Security Pacific National
Bank, which fund shall be called the "Redevelopment Agency of the
City of San Bernardino, Central City Redevelopment Project, Tax
Allocation Refunding Bonds, Issue of 1985, Escrow Fund" (the "Escrow
Fund") in such principal amounts which, together wi th the interest
earnings on such investments, will be sufficient to defease the
liens and covenants created by Resolutions Nos. 3553, 4135, 4414,
and 4416 by ensuring the payment of the principal of and interest on
the Refunded Bonds to and including the maturity dates of such
Refunded Bonds, all as permitted by Health and Safety Code
Section 33471.
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WHEREAS, it is deemed desirable to enter into an escrow
agreement with Security Pacific National Bank for the purpose of
paying -the principal of, interest on and otherwise refunding the
Refunded Bonds from certain funds of the Agency to be received from
the proceeds of the sale of the Bonds.
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION ACTING
ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
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......" Section 1. The Commission, on behalf of the Agency,
hereby approves the form of the Escrow Agreement by and between the
Agency and Security Pacific National Bank, as Escrow Bank (the
"Escrow Agreement"), as attached hereto as Exhibit "A" and
incorporated herein by this reference.
Section 2. The Chairman and Secretary of the Agency are
hereby authorized and directed to execute the Escrow Agreement on
behalf of the Agency with such changes, additions, modifications or
deletions as requested and approved by Bond Counsel.
Section 3. The Commission, on behalf of the Agency,
further authorizes the Executive Director, together with the
Treasurer of the Agency, to transfer funds as necessary and in the
amounts as required to pay the principal of and interest on the
Refunded Bonds to and including the maturity dates of such Refunded
Bonds as provided in the Escrow Agreement.
ADOPTED:
Approved as to Legal
Form and Adequacy:
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Counsel to the Commission
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2,164-13/1109S/kl
10/23/85
EXHIBIT A
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ESCROW AGREEMENT
This Escrow Agreement, dated for convenience as of
November 1, 1985, by and between the Redevelopment Agency of the
City of San Bernardino (the "Agency"), a redevelopment agency (a
public body, corporate and politic) duly created, established and
authorized to transact business and exercise its powers, all under
and 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), and Security Pacific National Bank, in the
City of Los Angeles, California {which, both in its capacity as
Fiscal Agent under the Resolution (hereinafter defined) and as
Escrow Bank pursuant to this Agreement, shall be hereinafter
referred to as "Escrow Bank"), a bank having and exercising full and
complete trust powers duly organized and existing under the laws of
the United States of America, being a member of the Federal Deposit
Insurance Corporation, and having an office and a principal place of
business in the City of Los Angeles, California.
WIT N E SSE T H:
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WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan - for- . Meadowbrook
Project Area" was approved and adopted by the City by Ordinance
No. 2233, which became effective on August 22, 1958; and said Plan
and said Ordinance were amended by the City by Ordinance No. 2953,
which became effective on November 22, 1968, said Plan being
reentitled "Redevelopment Plan for Meadowbrook Project No.1,
Project No. Calif. R-IO, hereinafter referred to as "Redevelopment
Plan for Meadowbrook Project No. I"; and
WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan for Central City
Project No.1, Calif. R-79" was approved and adopted by the City by
Ordinance No. 2649, which became effective on March 27, 1965, and
said Plan and said Ordinance were amended by the City by Ordinance
No. 3059, which became effective on April 17, 1970, said Plan being
reentitled and being hereinafter referred to as "Redevelopment Plan
for Central City Project No. I"; and
WHEREAS, pursuant to urgency legislation enacted in 1977,
adding Article 14 (commencing with Section 33470 of the Health and
Safety Code) to Chapter 4 of Part 1 of the Community Redevelopment
Law, said Redevelopment Plans as previously referred to were amended
by the approval and adoption by the City by Ordinance No. 3683 which
became effective on December 10, 1977, to merge said Proj ect Areas
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for financial
referred to
NO.1"; and
purposes, said merged Project Areas to be known and
as "Meadowbrook-Central City Redevelopment Project
WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan for Central City
South" was approved and adopted by the City by Ordinance No. 3572
which became effective on June 4, 1976; and
WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan for Central City
East Redevelopment Project Area" was approved and adopted by the
City by Ordinance No. 3571 which became effective on June 2, 1976;
and
WHEREAS, pursuant to Agency legislation enacted in 1983
adding Sections 33476, 33476.3 and 33476.5 to Article 14 of
Chapter 4 of Part 1 of the Community Redevelopment Law which merged
the redevelopment projects of Meadowbrook/Central City, Central City
East and Central City South to be designated as Central City (the
"Redevelopment Plan"); and
WHEREAS, all requirements of law for and precedent to the
adoption and approval of the above referred to Redevelopment Plans
and the merger of said Project Areas for financial purposes have
been duly complied with; and
WHEREAS, the Agency has heretofore adopted its Resolution
No. 3553, providing for the issuance of the "$24,150,000
Redevelopment Agency of the City of San Bernardino,
Meadowbrook-Central City Redevelopment Project No.1, Tax Allocation
Refunding Bonds, Issue of 1978" (the "1978 Bonds"); Resolution
No. 4416, providing for the issuance of the "$2,000,000
Redevelopment Agency of the City of San Bernardino, Central City
East Redevelopment Project Area, Tax Allocation Bonds, Issue of
1982, Series A" (the "1982 Series A Bonds"); Resolution No. 4135,
providing for the issuance of the "$1,800,000 Redevelopment Agency
of the City of San Bernardino, Central City South, Tax Allocation
Refunding Bonds, Issue of 1981, Series A" (the "1981 Series A
Bonds"); and Resolution No. 4414, providing for the issuance of the
"$2,500,000 Redevelopment Agency of the City of San Bernardino,
Central City South, Tax Allocation Bonds, Issue of 1982, Series B"
(the 1982 Series B Bonds") (collectively, the "Refunded Bonds"); and
WHEREAS, the Agency has on June 30, 1979, pursuant to the
authority granted by Health and Safety Code Section 33601 received
certain loan proceeds from the State of California to meet the debt
service requirements on the 1978 Bonds in the present outstanding
amount of seven hundred and fifty-four thousand, seven hundred, and
03/100 dollars ($754,700.03) (the "State Loan"); and
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WHEREAS, for the corporate purposes of the Agency to aid in
the financing of a portion of the cost of said Redevelopment
Project, the Agency deems it necessary to issue at this time an
aggregate principal amount not to exceed $22,500,000 of tax
allocation refunding bonds and to use a portion of the proceeds of
such bonds to refund the outstanding ba lance of the Refunded Bonds
and to restructure the Agency's indebtedness; and
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WHEREAS, the purposes stated above will be accomplished by
issuing at this time an aggregate principal amount not to exceed
$22,500,000 of tax allocation refunding bonds, to be known as the
"Redevelopment Agency of the City of San Bernardino, Central City
Redevelopment Project, Tax Allocation Refunding Bonds, Issue of
1985" (the "Bonds"), a portion of the proceeds of which will be set
apart and irrevocably segregated in a special trust fund (to be
invested in Federal Securitiesr as defined in Section 13 of
Resolution No. adopted by the Agency on October 21, 1985 (the
"Resolution") insuch principal amounts which, together with the
interest earnings on such investments, will be sufficient to defease
the liens and covenants created by Resolutions Nos. 3353, 4135,
4414, and 4416 by ensuring the payment of the principa I of and
interest on the Refunded Bonds to and including the maturity dates
of such Refunded Bonds without premium, all as permitted by Health
and Safety Code Section 33471.
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WHEREAS, for the corporate purposes of the Agency to aid in
the financing of a portion of the cost of said Redevelopment
Project, the Agency deems it necessary to. ,issue at this time
$22,500,000 principal amount of tax allocation refunding bonds to
provide funds to finance a portion of the cost of the Redevelopment
Project and to refund the Refunded Bonds, and to restructure the
Agency's indebtedness; and
WHEREAS, the purposes stated above will be accomplished by
issuing at this time such an amount not to exceed $22,500,000 of tax
allocation refunding bonds and the Resolution provides for the
establishment of a special trust fund to be held by the Escrow Bank
called the "Redevelopment Agency of the City of San Bernardino,
Central City Redevelopment Project, Tax Allocation Refunding Bonds,
Issue of 1985, Escrow Fund" (the "Escrow Fund"), which will be
sufficient to pay the principal of, premium, and interest on and
otherwise refund the Refunded Bonds on their respective maturity
dates and interest payment dates on and before said date; and
WHEREAS, the schedule of the principal of and interest on
the 1978 Bondsr which 1978 Bonds may not be called before maturity
and redeemed prior to maturity, is as follows:
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Year of Maturity
March 1
Principal
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2005
$24,150,000
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Interest
7.20%
WHEREAS, the schedule of the principal of and interest on
the 1981 Series A Bonds, which 1981 Series A Bonds may not be called
before maturity and redeemed prior to maturity is as follows:
Year of Maturity
February 1
Principal
1986
1987
1988
1989
1990
1991
$165,000
180,000
200,000
220,000
245,000
265,000
Interest
8.25%
8.50%
8.75%
9.00%
9.10%
9.20%
WHEREAS, ,the schedule of the principal of and interest on
the 1982 Series B Bonds, which 1982 Series B Bonds may not be called
before maturity and redeemed prior to maturity is as follows:
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Year of Maturity
February 1
Principal
Amount
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1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
$ 15rOOO
15,000
15rOOO
15rOOO
15,000
20,000
305,000
340,000
370,000
410,000
450,000
500,000
Interest
WHEREAS, the schedule of the Principal of and interest on
the 1982 Series A Bonds, which 1982 Series A Bonds may not be called
before maturity and redeemed prior to maturity is as follows:
Year of Maturity
December 1
Principal
1985
$2,000,000
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Interest
%
WHEREAS, the Escrow Bank has purchased on beha If of the
Agency and is presently holding on deposit in the Escrow Fund as
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provided herein the following described federal securities together
wi th cash in the amount of $ and an investment instrument
with a par value of $ (purchased at a price equal to
$ including principal, premium and interest), bearing
interest at a rate of per annum and which matures on
Descri pt ion
Principal
Amount
Maturity
Date
Interest
Rate
U.S. Treasury
Certificates of
Indebtedness -
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Ser ies
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S, Treasury Notes
State and Local
Govt. Series
$
TOTAL
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NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants hereinafter set forth, the parties hereto agree as
follows:
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Section 1. Receipt of copies of the Refunded Bond
Resolutions and the "Resolution of the Community Development
Commission Acting on behalf of the Redevelopment Agency of the City
of San Bernardino, California, Authorizing the Issuance of an
Aggregate Principal Amount Not to Exceed $22,500,000 of Tax
Allocation Refunding Bonds of Said Agency to Refund Previously
Issued Bonds for the Central City Redevelopment Project" (the "Bond
Resolution"), certified to be true and correct by the Secretary of
the Agency, is hereby acknowledged by the Escrow Bank and said
documents shall be deemed to be incorporated as part hereof in the
same manner and with the same effect as if it were fully set forth
herein.
Section 2. The Escrow Bank hereby agrees to hold in
escrow "the Escrow Fund as a special trust fund separate and apart
from any other funds of the Agency or the Escrow Bank and to use the
moneys and investments deposited therein solely for those purposes
required or permi tted by the Bond Resolution and recited therein.
The Escrow Fund wi 11 be established by the deposit with the Escrow
Bank of certain funds of the Agency other than those to be received
from the proceeds of the sale of the Bonds.
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Section 3. The Escrow Bank shall withdraw moneys from
the Escrow Fund in sufficient amounts and at the times to make the
payment without default of the principal of and interest on the
Refunded Bonds on their respective maturity dates. On or before
each respective interest payment date and the principal payment
date, the Escrow Bank shall transmit such sums to the fiscal agent
for the Refunded Bonds appointed under the bonds authorizing the
issuance of the Refunded Bonds.
Section 4. The Escrow Bank hereby establishes the
Escrow Fund and accepts the deposits made pursuant to this
Agreement. The Escrow Bank shall invest the sums in the Escrow Fund
in United States Treasury Obligations, State and Local Government
Series, or in such manner as shall be in accordance with Section 103
of the Internal Revenue Code of 1954, as amended, and the
regulations promulgated thereunder.
Section 5. The Escrow Bank shall make such arrangements
with the fiscal agent or agents for the Refunded Bonds as are
necessary or desirable for carrying out this Escrow Agreement.
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Section 6. The escrow created hereby shall be
irrevocable and the holders of the Refunded Bonds shall have an
express lien on all moneys in trust in the Escrow Fund until paid
out, used or applied in accordance with this Agreement.
Section 7. The Escrow Bank's fees and costs in
consideration of the services rendered and to be rendered by the
Escrow Bank in carrying out the provisions of this Agreement have
been fixed at $ per annum plus out-of-pocket costs and
expenses, which amount is to be paid to the Escrow Bank by the
Agency at the time of delivery of the funds to the Escrow Bank for
purposes of establishing the Escrow Fund, and the Escrow Bank will
be compensated separately and in accordance with the Fiscal Agent
Agreement for services rendered as the Fiscal Agent under the Bond
Resolution; The Escrow Bank shall have no lien whatsoever upon any
of the moneys, securities or obligations in said Escrow Fund for the
payment of such fees and expenses. The Agency hereby assumes
liability for, and hereby agrees (whether or not any of the
transactions contemplated hereby are consummated) to indemnify,
protect, save and keep harmless the Escrow Bank and its respective
successors, assigns, agents and servants from and against, any and
all liabilities, obligationsr losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements (including legal
fees and disbursements) of whatsoever kind and nature which may be
imposed on, incurred by, or asserted against, at any time, the
Escrow Bank (whether or not also indemnified against by the Agency
or any other person under any other agreement or instrument) and in
any way relating to or arising out of the execution and delivery of
this Agreement, the establishment of the Escrow Fund, the retention
of the moneys therein and any payment, transfer or other application
of moneys or securities by the Escrow Bank in accordance with the
provisions of this Escrow Agreement, or as may arise by reason of
any act, omission or error of the Escrow Bank made in good faith in
the conduct of its duties; provided, however, that the Agency shall
not be required to indemnify the Escrow Bank against its own
negligence, active or passive, or misconduct. In no event shall the
Agency be liable to any person by reason of the transactions
contemplated hereby other than to the Escrow Bank as set forth in
this Section 7. The indemnities contained in this Section shall
survive the termination of this Agreement. All moneys remaining in
the Escrow Fund pursuant to this Agreement upon payment in full of
the Refunded Bonds and interest thereon sha 11 be remitted to the
Agency and used and applied by the Agency in accordance wi th the
laws of the State of California
Section 8. I f anyone or more of the covenants or
agreements provided in this Agreement on the part of the parties to
be performed should be determined by a court of competent
jurisdiction to be contrary to law, such covenant or agreement shall
be deemed and construed to be severable from the remaining covenants
and agreements herein contained and shall in no way affect the
validity of the remaining provisions of this Agreement.
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Section 9. Whenever herein the Agency or the Escrow
Bank are named or are referred to, such prov1s10ns shall be deemed
to include any successor of the Agency or the Escrow Bank,
respectively, immediate or intermediate, whether so expressed or
not. All of the stipulations, obligations and agreements by or on
behalf of, and other provisions for the benefit of, the Agency or
the Escrow Bank contained herein:
(1) Shall bind and inure to the benefit for any such
successor, and
(2) Shall bind and inure to the benefit of any officer;
board, authority, agent or instrumentality to whom or to which there
shall be transferred by or in accordance with law any right, power
or duty of the Agency or the Escrow Bank, respectivelYr or of its
successor, the possession of which is necessary or appropriate to
comply with any such stipulations, obligationsr agreements or other
provisions hereof.
Section 10.
counterparts, all or
as an original and
instrument.
This Agreement may be executed in several
any of which shall be regarded for all purposes
shall constitute and be but one and the same
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IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement to be executed by their duly authorized officers and
their corporate seals to be hereunto affixed and attested as of this
first (1st) day of November, 1985.
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO
By:
Chairman
(SEAL)
Attest:
By:
Secretary
SECURITY PACIFIC NATIONAL BANK
"ESCROW BANK"
By:
Authorized Officer
(BANK SEAL)
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2,164-13/1109S/kl
10/23/85
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ESCROW AGREEMENT
This Escrow Agreement, dated for convenience as of
November I, 1985, by and between the Redevelopment Agency of the
City of San Bernardino (the "Agency"), a redevelopment agency (a
pUblic body, corporate and politic) duly created, established and
authorized to transact business and exercise its powers, all under
and 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), and Security Pacific National Bank, in the
Ci ty of Los Angeles, California (which, both in its capacity as
Fiscal Agent under the Resolution (hereinafter defined) and as
Escrow Bank pursuant to this Agreement, shall be hereinafter
referred to as "Escrow Bank"), a bank having and exercising full and
complete trust powers duly organized and existing under the laws of
the United States of America, being a member of the Federal Deposit
Insurance Corporation, and having an office and a principal place of
business in the City of Los Angeles, California.
WIT N E SSE T H:
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WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan for Meadowbrook
Proj ect Area" was approved and adopted by the Ci ty by Ordinance
No. 2233, which became effective on August 22, 1958; and said Plan
and said Ordinance were amended by the City by Ordinance No. 2953,
which became effective on November 22, 1968, said Plan being
reentitled "Redevelopment Plan for Meadowbrook Project No.1,
Project No. Ca Ii f. R-IO, hereinafter referred to as "Redevelopment
Plan for Meadowbrook Project No. I"; and
WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan for Central City
Project No.1, Calif. R-79" was approved and adopted by the City by
Ordinance No. 2649, which became effective on March 27, 1965, and
said Plan and said Ordinance were amended by the City by Ordinance
No. 3059, which became effective on April 17, 1970, said Plan being
reentitled and being hereinafter referred to as "Redevelopment Plan
for Central City Project No. I"; and
WHEREAS, pursuant to urgency legislation enacted in 1977,
adding Article 14 (commencing with Section 33470 of the Health and
Safety COde) to Chapter 4 of Part 1 of the Community Redevelopment
Law, said Redevelopment Plans as previously referred to were amended
by the approval and adoption by the City by Ordinance No. 3683 which
became effective on December 10, 1977, to merge said Project Areas
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EXHIBIT "A"
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for financial
referred to
No. 1"; and
purposes, said merged Project Areas to be known and
as "Meadowbrook-Central City Redevelopment Project
WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan for Central City
South" was approved and adopted by the City by Ordinance No. 3572
which became effective on June 4, 1976; and
WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Redevelopment Plan for Central City
East Redevelopment Project Area" was approved and adopted by the
City by Ordinance No. 3571 which became effective on June 2, 1976;
and
WHEREAS, pursuant to Agency legislation enacted in 1983
adding Sections 33476, 33476.3 and 33476.5 to Article 14 of
Chapter 4 of Part 1 of the Community Redevelopment Law which merged
the redevelopment projects of Meadowbrook/Central City, Central City
East and Central City South to be designated as Central City (the
"Redevelopment Plan"); and
WHEREAS, all requirements of law for and precedent to the
adoption and approval of the above referred to Redevelopment Plans
and the merger of said Project Areas for financial purposes have
been duly complied with; and
WHEREAS, the Agency has heretofore adopted its Resolution
No. 3553, providing for the issuance of the "$24,150,000
Redevelopment Agency of the City of San Bernardino,
Meadowbrook-Central City Redevelopment Project No.1, Tax Allocation
Refunding Bonds, Issue of 1978" (the "1978 Bonds"); Resolution
No. 4416, providing for the issuance of the "$2,000,000
Redevelopment Agency of the City of San Bernardino, Central City
East Redevelopment Project Area, Tax Allocation Bonds, Issue of
1982, Series A" (the "1982 Series A Bonds"); Resolution No. 4135,
providing for the issuance of the "$1,800,000 Redevelopment Agency
of the City of San Bernardino, Central City South, Tax Allocation
Refunding Bonds, Issue of 1981, Series A" (the "1981 Series A
Bonds"); and Resolution No. 4414, providing for the issuance of the
"$2,500,000 Redevelopment Agency of the City of San Bernardino,
Central City South, Tax Allocation Bonds, Issue of 1982, Series B"
(the 1982 Series B Bonds") (collectively, the "Refunded Bonds"); and
WHEREAS, the Agency has on June 30, 1979, pursuant to the
authority granted by Health and Safety Code Section 33601 received
certain loan proceeds from the State of California to meet the debt
service requirements on the 1978 Bonds in the present outstanding
amount of seven hundred and fifty-four thousand, seven hundred, and
03/100 dollars ($754,700.03) (the "State Loan"); and
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WHEREAS, for the corporate purposes of the Agency to aid in
the financing of a portion of the cost of said Redevelopment
Project, the Agency deems it necessary to issue at this time an
aggregate principal amount not to exceed $22,500,000 of tax
allocation refunding bonds and to use a portion of the proceeds of
such bonds to refund the outstanding balance of the Refunded Bonds
and to restructure the Agency's indebtedness; and
WHEREAS, the purposes stated above will be accomplished by
issuing at this time an aggregate principal amount not to exceed
$22,500,000 of tax allocation refunding bonds, to be known as the
"Redevelopment Agency of the City of San Bernardino, Central City
Redevelopment Project, Tax Allocation Refunding Bonds, Issue of
1985" (the "Bonds"), a portion of the proceeds of which will be set
apart and irrevocably segregated in a special trust fund (to be
invested in Federal Securities, as defined in Section 13 of
Resolution No. adopted by the Agency on October 21, 1985 (the
"Resolution") insuch principal amounts which, together with the
interest earnings on such investments, will be sufficient to defease
the liens and covenants created by Resolutions Nos. 3353, 4135,
4414, and 4416 by ensuring the payment of the principal of and
interest on the Refunded Bonds to and inCluding the maturity dates
of such Refunded Bonds without premium, all as permitted by Health
and Safety Code Section 33471.
WHEREAS, for the corporate purposes of the Agency to aid in
the financing of a portion of the cost of said Redevelopment
Project, the Agency deems it necessary to issue at this time
$22,500,000 principa I amount of tax allocation refunding bonds to
provide funds to finance a portion of the cost of the Redevelopment
Proj ect and to refund the Refunded Bonds, and to restructure the
Agency's indebtedness; and
WHEREAS, the purposes stated above will be accomplished by
issuing at this time such an amount not to exceed $22,500,000 of tax
allocation refunding bonds and the Resolution provides for the
establishment of a special trust fund to be held by the Escrow Bank
called the "Redevelopment Agency of the City of San Bernardino,
Central City Redevelopment Project, Tax Allocation Refunding Bonds,
Issue of 1985, Escrow Fund" (the "Escrow Fund"), which will be
sufficient to pay the principal of, premium, and interest on and
otherwise refund the Refunded Bonds on their respective maturity
dates and interest payment dates on and before said date; and
WHEREAS, the schedule of the principal of and interest on
the 1978 Bonds, which 1978 Bonds may not be called before maturity
and redeemed prior to maturity, is as follows:
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Year of Maturity
March 1
Principal
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2005
$24,150,000
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Interest
7.20%
WHEREAS, the schedule of the principal of and interest on
the 1981 Series A Bonds, which 1981 Series A Bonds may not be called
before maturity and redeemed prior to maturity is as follows:
Year of Maturity
February 1
Principal
1986
1987
1988
1989
1990
1991
$165,000
180,000 .
200,000
220,000
245,000
265,000
Interest
8.25%
8.50%
8.75%
9.00%
9.10%
9.20%
WHEREAS, the schedule of the principal of and interest on
the 1982 Series B Bonds, which 1982 Series B Bonds may not be called
before maturity and redeemed prior to maturity is as follows:
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Year of Maturity
February 1
Principal
Amount
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1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
$ 15,000
15,000
15,000
15,000
15,OOO
20,000
305,000
340,000
370,000
410,OOO
450,000
500,000
Interest
WHEREAS, the schedule of the Principal of and interest on
the 1982 Series A Bonds, which 1982 Series A Bonds may not be called
before maturity and redeemed prior to maturity is as follows:
Year of Maturity
December 1
Principal
1985
$2,000,000
Interest
%
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WHEREAS, the Escrow Bank has purchased on behalf of the
Agency and is presently holding on deposit in the Escrow Fund as
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provided herein the following described federal securities together
wi th cash in the amount of $ and an investment instrument
with a par value of $ (purchased at a price equal to
$ including principal, premium and interest), bearing
interest at a rate of per annum and which matures on
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Description
U.S. Treasury
Certificates of
Indebtedness -
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Ser ies
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
U.S. Treasury Notes
State and Local
Govt. Series
TOTAL
Principal
Amount
Interest
Rate
Maturity
Date
$
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NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants hereinafter set forth, the parties hereto agree as
follows:
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Section 1. Receipt of copies of the Refunded Bond
Resolutions and the "Resolution of the Community Development
Commission Acting on behalf of the Redevelopment Agency of the City
of San Bernardino, California, Authorizing the Issuance of an
Aggregate Principal Amount Not to Exceed $22,500,000 of Tax
Allocation Refunding Bonds of Said Agency to Refund Previously
Issued Bonds for the Central City Redevelopment Project" (the "Bond
Resolution"), certified to be true and correct by the Secretary of
the Agency, is hereby aCknowledged by the Escrow Bank and said
documents shall be deemed to be incorporated as part hereof in the
same manner and with the same effect as if it were fully set forth
herein.
Section 2. The Escrow Bank hereby agrees to hold in
escrow the Escrow Fund as a special trust fund separate and apart
from any other funds of the Agency or the Escrow Bank and to use the
moneys and investments deposited therein solely for those purposes
required or permitted by the Bond Resolution and recited therein.
The Escrow Fund will be established by the deposit with the Escrow
Bank of certain funds of the Agency other than those to be received
from the proceeds of the sale of the Bonds.
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Sect ion 3. The Escrow Bank sha II wi thdraw moneys from
the Escrow Fund in sufficient amounts and at the times to make the
payment without default of the principal of and interest on the
Refunded Bonds on thei r respective maturi ty dates. On or before
each respective interest payment date and the principal payment
date, the Escrow Bank shall transmit such sums to the fiscal agent
for the Refunded Bonds appointed under the bonds authorizing the
issuance of the Refunded Bonds.
Section 4. The Escrow Bank hereby establishes the
Escrow Fund and accepts the deposits made pursuant to this
Agreement. The Escrow Bank shall invest the sums in the Escrow Fund
in United States Treasury Obligations, State and Local Government
Series, or in such manner as shall be in accordance with Section 103
of the Internal Revenue Code of 1954, as amended, and the
regulations promulgated thereunder.
Section 5. The Escrow Bank shall make such arrangements
with the fiscal agent or agents for the Refunded Bonds as are
necessary or desirable for carrying out this Escrow Agreement.
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Section 6. The escrow created hereby shall be
irrevocable and the holders of the Refunded Bonds shall have an
express lien on all moneys in trust in the Escrow Fund until paid
out, used or applied in accordance with this Agreement.
Section 7. The Escrow Bank's fees and costs in
consideration of the services rendered and to be rendered by the
Escrow Bank in carrying out the provisions of this Agreement have
been fixed at $ per annum plus out-of-pocket costs and
expenses, which amount is to be paid to the Escrow Bank by the
Agency at the time of delivery of the funds to the Escrow Bank for
purposes of establishing the Escrow Fund, and the Escrow Bank will
be compensated separately and in accordance with the Fiscal Agent
Agreement for services rendered as the Fiscal Agent under the Bond
Resolution. The Escrow Bank shall have no lien whatsoever upon any
of the moneys, securities or obligations in said Escrow Fund for the
payment of such fees and expenses. The Agency hereby assumes
liability for, and hereby agrees (whether or not any of the
transactions contemplated hereby are consummated) to indemnify,
protect, save and keep harmless the Escrow Bank and its respective
successors, assigns, agents and servants from and against, any and
all liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements (inCluding legal
fees and disbursements) of whatsoever kind and nature which may be
imposed on, incurred by, or asserted against, at any time, the
Escrow Bank (whether or not also indemnified against by the Agency
or any other person under any other agreement or instrument) and in
any way relating to or arising out of the execution and delivery of
this Agreement, the establishment of the Escrow Fund, the retention
of the moneys therein and any payment, transfer or other application
of moneys or securities by the Escrow Bank in accordance with the
provisions of this Escrow Agreement, or as may arise by reason of
any act, omission or error of the Escrow Bank made in good faith in
the conduct of its duties; provided, however, that the Agency shall
not be required to indemnify the Escrow Bank against its own
negligence, active or passive, or misconduct. In no event shall the
Agency be liable to any person by reason of the transactions
contemplated hereby other than to the Escrow Bank as set forth in
this Section 7. The indemnities contained in this Section shall
survive the termination of this Agreement. All moneys remaining in
the Escrow Fund pursuant to this Agreement upon payment in full of
the Refunded Bonds and interest thereon sha II be remitted to the
Agency and used and applied by the Agency in accordance with the
laws of the State of California
Section 8. If anyone or more of the covenants or
agreements provided in this Agreement on the part of the parties to
be performed should be determined by a court of competent
juriSdiction to be contrary to law, such covenant or agreement shall
be deemed and construed to be severable from the remaining covenants
and agreements herein contained and shall in no way affect the
validity of the remaining provisions of this Agreement.
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Section 9. Whenever herein the Agency or the Escrow
Bank are named or are referred to, such prOV1S10ns shall be deemed
to include any successor of the Agency or the Escrow Bank,
respectively, immediate or intermediate, whether so expressed or
not. All of the stipulations, obligations and agreements by or on
behalf of, and other provisions for the benefit of, the Agency or
the Escrow Bank contained herein:
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(1) Shall bind and inure to the benefit for any such
successor, and
(2) Shall bind and inure to the benefit of any officer,
board, authority, agent or instrumentality to whom or to which there
shall be transferred by or in accordance with law any right, power
or duty of the Agency or the Escrow Bank, respectively, or of its
successor, the possession of which is necessary or appropriate to
comply with any such stipulations, obligations, agreements or other
provisions hereof.
Section 10. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes
as an original and shall constitute and be but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement to be executed by their dUly authorized officers and
their corporate seals to be hereunto affixed and attested as of this
first (1st) day of November, 1985.
REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO
By:
Chairman
(SEAL)
Attest:
By:
Secretary
SECURITY PACIFIC NATIONAL BANK
"ESCROW BANK"
By:
Authorized Officer
(BANK SEAL)
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