HomeMy WebLinkAboutR31-Economic Development Agency
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
ORIGINAL
FROM: Barbara Lindseth
Administrative Services Director
SUBJECT:
Downtown Mixed Use Financing Plan
(LowlMod 20% Set-Aside Bond Issue 2006)
DATE:
March 6, 2006
Synopsis of Previous Commission/Council/Committee Action(s):
On February 7, 2006, Redevelopment Committee Members Estrada and McGinnis unanimously voted to recommend that
the Community Development Commission consider this action for approval.
Recommended Motion(s):
(Mavor and Common Council)
A: Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the borrowing by the
Redevelopment Agency of the City of San Bernardino from the San Bernardino Joint Powers Financing
Authority in a total aggregate principal amount of not to exceed $36,000,000, authorizing the form of certain
legal documents related thereto and authorizing and directing their preparation, execution and delivery.
(Communitv DeveloDment Commission)
B: Resolution of the Community Development Commission of the City of San Bernardino authorizing on behalf of
the Redevelopment Agency of the City of San Bernardino, the borrowing of funds from the San Bernardino Joint
Powers Financing Authority in a total aggregate principal amount of not to exceed $36,000,000, authorizing the
form of certain legal documents related thereto and authorizing and directing their preparation, execution and
delivery.
(Joint Powers Financini! Authoritv)
C: Resolution of the San Bernardino Joint Powers Financing Authority authorizing the issuance of San Bernardino
Joint Powers Financing Authority Tax Allocation Bonds, (20% Set-Aside) Taxable Series 2006 in a total
aggregate principal amount not to exceed $36,000,000, approving the form of certain legal documents related
thereto and authorizing and directing their preparation, execution and delivery.
Contact Person(s):
Maggie Pacheco/Barbara Lindseth
Phone:
(909) 663-1044
All
Project Area(s):
All
Ward(s):
Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS: Amount: $ $36 Million
Source:
Low/Mod 20% Set Aside
',~~,".f:.~, ~.
SIGNATURE:
Budget Authority:
See Fiscal Impact
;( C ~'I'1\~
, /!( ()J.. u. I ("( i.,i' .'
Barbara'Lindseth, Admin. Services Director
---Co~;is-sio~/Co~~~.iTNoi~;;--"-._----------_._--------------------------------------------------------------..---------<-------------.
P\Agendas\Conlln Dev Commissiun\C'DC 2000\03-20-00 Dowl\lown Low-Mod Bond Issue1 SRdoc
COMMISSION MEETING AGENDA
Meeting Date: 0312012006
Agenda Item Number: f<.- ') I
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
.----------------------------------------------------------------------------------------------------------..---------_.--.--------
DOWNTOWN MIXED USE FINANCING PLAN
(LOW/MOD 20% SET- ASIDE BOND ISSUE 2006)
BACKGROUND:
On November 7, 2005, the Community Development Commission ("Commission") approved the
Central City North Downtown Mixed Use Project Concept Plan ("Plan") and the Redevelopment
Project Study and Exclusive Right to Negotiate Agreement ("Agreement") with Watson &
Associates Development Co., Inc. ("Developer"). Through the Plan, and in conjunction with the
Developer, the Agency will encourage and effectuate the redevelopment of certain real property
("Study Area") bounded by, 5th Street to the north, "0" Street on the east, "H" Street on the west,
and 4th Street on the south, including the north side of 5th Street between "H" Street and "0" Street,
the five (5) parcels at the northeast corner of 5th Street and "0" Street, and the six (6) parcels at the
southeast corner of 5th and "0" Street but excluding the new TELACU II Monte Vista Senior
Housing Complex (Exhibit "A-l ").
The intent of the Plan is to eliminate blighted conditions, encourage economic development by
creating owner-occupied mixed use housing (i.e., commercial on the ground floor, residential on the
upper floors) for those properties with frontage on 4th Street and 5th Street, with townhouses located
immediately south of the mixed use development on the south side of 5th Street and on the west side
of "0" Street. The Plan will also incorporate complimentary parking and amenities, which will
include high quality architectural and urban design. Moreover, the objective of the Plan is to act as
a catalyst in the revitalizing of the downtown area and to encourage people to live and work in
downtown.
Within the Study Area, the Commission has previously authorized Agency staff to make offers to
purchase certain properties within the Study Area, and to date the Agency has acquired 6 parcels
(from 3 different property owners) and 22 parcels remain to be acquired. The cost of purchasing
(and other ancillary costs) these 6 parcels was approximately $4.7 million and was funded from the
Low- and Moderate 20% Income Housing Fund ("Housing Fund").
CURRENT ISSUE:
The implementation of the Plan is predicated on the commitment of substantial financial resources
and involves extensive real estate negotiations for land assembly, which may include the exercise of
the Agency's powers of eminent domain. The lotal estimated budget for land assembly, relocation
and demolition is $32.8 million (Exhibit "A-2") ("Plan Costs"). Currently, it is estimated that $28
million is needed to complete the acquisitions, and other related costs, associated with the
implementation of the Plan.
The Agency currently deposits $4.1 million annually into the Housing Fund, not including an
additional amount of approximately $1.2 million that is expected to be received annually from the
Inland Valley Development Agency ("IVDA"). In accordance with the Agreement, the Agency has
P:\Agellda~\Comm De" Commission\COC 2006\o].2(}.()6 Downtown Low-Mod Bond hsue2 SRdot
COMMISSION MEETING AGENDA
Meeting Date: 0312012006
Agenda Item Number: nL
Economic Development Agency Staff Report
Downtown - Low/Mod 20% Set-Aside Bond Issue 2006
Page 2
twenty-four (24) months in which to acquire a substantial portion of the properties, and while the
Agency has the ability to budget funds each year for land assembly from the annual Housing Fund
deposits, there are insufficient residual annual Housing Fund moneys available in the next 24
months to fund all of the Plan Costs. Therefore, Staff was directed to prepare a financing plan to
illustrate how the Plan would be funded. Consequently, it is proposed that the Agency issue
Housing Fund Taxable Tax Allocation Bonds ("Bonds"), secured by annual 20% set-aside
revenues, to produce approximately $31.5 million of restricted bond proceeds ("Bond Proceeds").
To net approximately $31.5 million, the Agency will issue Bonds with a final maturity date of
September I, 2033, with a par value of approximately $35,660,000 (not to exceed $36 million)
(Exhibit "A-3"), and bearing interest rates, in the current market, averaging at 5.642%. Costs of
issuance, paid directly by the Bond Trustee, are estimated at $1 million (approximately .28% of the
par amount of Bonds) and the reserve requirement, to be held by the Bond Trustee and reducing
until final maturity, is approximately $3.2 million.
Since the Redevelopment Project Areas all have different dates for project expiration and the last
dates to receive tax increment revenues, and thus different ending dates for lhe 20% set-aside
requirement, the debt service has been structured to take these various dates into consideration.
Annual debt service payments will be larger during the early years and smaller for the later years
through the final maturity in 2033 (Exhibits "A-4", "A-5" and "A-6").
It is proposed that the Bonds would be issued as federally taxable bonds to allow the greatest degree
of flexibility in the uses of the Bond proceeds under the federal tax laws, but still within the low-
and moderate use guidelines as required by the California Community Redevelopment Law. Bond
insurance is presently believed to be available for this Bond issue to provide an "AAA" rating on
the Bonds and thus, the lowest possible interest rates for a municipal obligation of this nature. The
Bond insurance premium will be paid from the costs of issuance together with the other typical
issuance costs. Assuming Commission approval, it is anticipated that the Bonds will be issued and
sold by April 26, 2006.
In accordance with the Agreement for Special Legal Counsel Services with Lewis Brisbois Bisgaard
& Smith ("Special Legal Counsel"), dated November 6, 2000, and amended October 21, 2005, the
Commission may direct Special Legal Counsel to provide bond counsel services in accordance with
its standard schedule of professional services fees, upon consent of the City Attorney. Hence, it is
further proposed that Special Legal Counsel be directed to provide services as Agency Bond
Counsel for this transaction. Bond Counsel shall be paid directly from the Bond issuance account
held by the Bond Trustee. US Bank, the current Bond Trustee for other Agency bond issues, is
proposed to be appointed as Bond Trustee because of consistently good service, quick response to
Agency needs, and familiarity with the Agency and its bond issues. Connolly Capital Group will
act in its current capacity as Financial Advisor to the Agency. Kinsell Newcomb & Dedios has
acted as underwriter to the Agency and the City on numerous occasions and has presented a
reasonable structure of the bonds to Agency, Bond Counsel and Agency Staff. Messerli & Kramer
has acted as disclosure counsel/underwriter's counsel on numerous Agency financings as well.
Messerli & Kramer has prepared the Preliminary Official Statement on file with the Agency
Secretary and it is requested that the Authority/Commission ratify approval of the financing team as
noted in the Resolutions.
P:\A!/.e,was\Comrt1 De... Commission\CDC 2006\0)_20.06 Downtown Low-Mud Bond bsue2 SR.OOc
COMMISSION MEETING AGENDAEMeeting Date: 0312012006
Agenda Item Number: fJL
Economic Development Agency Staff Report
Downtown - Low/Mod 20% Set-Aside Bond Issue 2006
Page 3
ENVIRONMENTAL IMPACT:
None.
FISCAL IMP ACT:
The Agency will net approximately $31.5 million of Housing Fund bond proceeds that will not be
subject to the federal tax law restrictions on use of proceeds and investment earnings. Costs of
issuance will be approximately $1 million. The annual debt service payments will range from $3.2
million in the first years to $700,000 at maturity. It should be noted, however, even after annual
Bond debt service payments are made in each fiscal year, there will be sufficient Housing Fund
moneys remaining with the Agency to fund other programs and projects, such as the mortgage
assistance programs, neighborhood improvements, and for the payment of existing financial
obligations, subject to annual increases depending upon tax increment growth (see Exhibit "A-4"
and "A-5"). In addition, if a portion, or any of the Bond proceeds remain after Plan costs
expenditures are paid, these Bond Proceeds may be used for other low- and moderate housing use
qualifying projects or prograrns within the City, or under certain circumstances may be used to
redeem the Bonds. Exhibit "A- T' has also been prepared to illustrate the current assessed values of
properties within the Plan boundaries, the potential new assessed valuations based on the Concept
Plan, and estimated land sale proceeds once the affected properties are assembled and resold for
development.
RECOMMENDATION:
That the Mayor and Common Council, the Community Development Commission and the Joint
Powers Financing Authority adopl the attached Resolutions.
, /{ G(U~ =--/,j~/(
Barbara Lindseth, Administrative Services Director
P,\A~endas\(omm De... Commission\CDC 2006\03-20-06 [)owl1l0Wtl Low-Mod Bond Issue2 SRdo(:
COMMISSION MEETING AGENDA
Meeting Date: 0312012006
Agenda Item Number: ;(J J
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EDA authorized to make offers
Agency Owned Property
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Exhibit A-2
Downtown Acquisition Program
03-20-2006
Boundaries: "H" Street, North side of 5th Street, "G Street", 4th Street and
Northeast & Southeast comers of 5th & G Street
Actual Acquisition & Closing Costs (6 parcels)
$ 4,429,234
Actual & Pending Relocation Costs (17 tenant units)
305,600
Actual Ancillary Costs
(Legal, Environmental, Appraisals)
93,000
Estimated Acquisition & Closing Costs (22 parcels)
22,244,514
Estimated Ancillary Costs
(Legal, Environmental, Appraisals)
437,645
Estimated Demolition Costs
3,200,000
Estimated Relocation Costs
19 businesses
2 motels (47 tenant units)
2 billboards
Professional Services
608,000
1,034,000
43,114
387,095
2,072,209
---------
--------
Estimated Funds Required for Project
$32,782,202
Less Spent to Date
- 4,734,834
Estimated Additional Funding Required for Project
$28,047,368 **
** Includes Holiday Inn Express (3 parcels)
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:;:
Exhibit A-7
Economic Assumptions
Downtown Conceptual - Mixed Use Housing Project ("Plan")
Approved by the Community Development Commission
November 7, 2005
A. ESTIMATED NEW TAX INCREMENT/ASSESSED VALUATION:
2005 2005
AV Annual TI
1. Existing Assessed Valuation (A V)/Tax Increment (TI)
of parcels to be purchased (28 parcels) (Base Value) $5,321,902 $53,219
2. Estimated development value of the Plan upon
completion (150 Units x $350K (Ave Sales Price/Unit))
(New A V) $52,500,000 $525,000
3. Differential growth of new A V upon completion of the
Plan (new TI to Agency) $47,178,098 $471,781
4. Assuming Plan is completed by 2009, the cumulative
T1 through 2023 at $471,781 with 2% annual increase $7,536,000
B. ESTIMATED POTENTIAL REVENUES:
1. Potential Land Sale Proceeds (150 Lots x $1 OOK/Lot) $15,000,000
2. Estimated New TI over the life of the Redevelopment Plan (2009-2023)
(A-4 above) $7,536,000
3. Total Estimated Revenue $22,536,000
P\Ageooas\Agenda Attachmcllls\Exhihils\2006\OJ.20-06 Downtown Mixed Use Economic ASSllmplio", Version 2 (Exhibit A-7) doc
'" ~
3
4
5
6
7
8
9
..... 14
a
RESOLUTION NO.
(cQ)fY
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AUTHORIZING THE BORROWING BY
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO FROM THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY IN A TOTAL AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $36,000,000, AUTHORIZING THE
FORM OF CERTAIN LEGAL DOCUMENTS RELATED THERETO AND
AUTHORIZING AND DIRECTING THEIR PREPARATION,
EXECUTION AND DELIVERY
WHEREAS, the City of San Bernardino, California (the "City"), is a mumctpa
corporation and charter city, duly organized and existing pursuant to the provisions of th
10
constitution of the State of Cali fomi a; and
II
WHEREAS. lhe Redevelopment Agency of the Cily of San Bernardino (the "Agency") i
a public body, corporate and politic, duly organized and existing pursuant to the Californi
I~
Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) (the "CRL'')"
13
and
15
WHEREAS. the City and the Agency have heretofore entered into a Joint Exercise 0
Powers Agreement establishing the San Bernardino Joint Powers Financing Authority (th
ooAulhority") for the purpose of issuing bonds, the proceeds of which may be loaned to any of il
16
17
members to finance activities as may be undertaken by such member; and
18
WHEREAS, the Agency has requested that the Authority issue, and the Authority desire
19
to assist the Agency by the issuance of, a total aggregate principal amount of not to excee
20
$36.000.000 San Bernardino Joint Powers Financing Authority Tax Allocation Bonds. (20% Set
~I
Aside) Taxable Series 2006 (the "Bonds"); and
1~
WHEREAS, the proceeds of the Bonds will be used to make certain loans to the Agenc
to (i) provide for costs of issuance of, and a reserve fund for, the Bonds and (ii) provide monie
for certain redevelopmenl projects and activities oflhe Agency; and
0'
_0
24
::!5
WHEREAS, the Bonds shall be issued pursuant to the Marks-Roos Local Bond Pooling
"-' Act of 1985, codified at California Government Code Section 6584 el seq. (the "Act"); and
-1-
P:V.Rrud~,\Rfilllulio,"\Rf\ulUljun,'J006\OJ-20-06 Do....nlo..n Lo..-:\lod Bond IUUf :\Ice Rno.doc:
WHEREAS. the Bonds shall be issued pursuant to an Indenture of Trust by and betwee
'-' 2 the Authority and U.S. Bank National Associalion. as trustee, in form similar to that currently 0
.
'-"
~
'-'
3
file with the Secretary of the Agency (the "Indenture"); and
WHEREAS, Kinsell, Newcomb & De Dios, lnc" as prospective purchaser of the Bond
4
5
(the "Original Purchaser"). has informed the Authority that it intends to submit an offer I
purchase the Bonds and shall cause to be prepared a Preliminary Official Statement and a
Offieial Statement. a form of whieh Preliminary Official Statement is presently on file with th
6
7
8
Secrelary of the Authority; and
WHEREAS, the Mayor and Common Council by the adoption of this Resolution have
9
10
duly considered the terms of such transactions as contemplaled herein and find that approval of
the issuance of the Bonds at this time is in the best interests of the City.
11
12
NOW, THEREFORE. IT IS HEREBY RESOLVED. DETERMINED AND ORDERED
BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS
FOLLOWS:
13
14
The Mayor and Common Council hereby approve the issuance by th
Section 1.
15
Authority of the Bonds in the total aggregate principal amount of not to exceed $36,000,000 fo
the purpose of providing a loan to the Agency (i) to pay certain costs of issuance and fund a deb
16
17
service reserve fund and (ii) undertake certain redevelopment projects and activities of th
18
Agency.
19
Section 2.
The Mayor and Common Council, the City Clerk and any and all othe
20
officers of the City are hereby authorized and directed, on behalf of the City, to do any and 'al
21
things and to take any and all actions, including execution and delivery of assignments
22
certificates. requisitions, agreements, notices, consents, instruments of conveyance, warrants
"
_J
Bond closing documents and other documents which any of such officers may deem necessary 0
advisable in connection with the execution and delivery of the Bonds. and the borrowing by th
~~
25
Agency of the proceeds derived therefrom and the consummation of the transactions describe
herein and therein.
-].
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...... 2
3
4
5
6
7
8
'-
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AUTHORIZING THE BORROWING BY
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO FROM THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY IN A TOTAL AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $36,000,000, AUTHORIZING THE
FORM OF CERTAIN LEGAL DOCUMENTS RELATED THERETO AND
AUTHORIZING AND DIRECTING THEIR PREPARATION,
EXECUTION AND DELIVERY
I HEREBY CERTIFY that lhe foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a
meeting thereof, held
, 2006, by the following vote to wit:
Navs
Abstain
Absent
\9
Rachel G. Clark, City Clerk
20
The foregoing resolution is hereby approved this
day of
,2006.
2\
:!2
Patrick J. Morris, Mayor
City of San Bernardino
0'
-,
Approved as 10 Form and Legal COnlent:
24
I
.,J.,
"'1"' (;1-
25 By:
-3-
P:\Aj1;fndal\Rf1olution,IRt10IulionIUOO6\O.l-ZO-06 DO"Rlo...n Lo..-.~Iod Bond h,ut !\Ice Rrlo.doc
~
2
3
-1
5
6
7
8
9
II
12
13
"-" 1-1
15
16
17
18
19
20
21
RESOLUTION NO.
:CQ)~V
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO AUTHORIZING ON BEHALF OF
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, THE BORROWING OF FUNDS FROM THE SAN
BERNARDINO JOINT POWERS FINANCING AUTHORITY IN A
TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$36,000,000, AUTHORIZING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING THEIR PREPARATION, EXECUTION AND DELIVERY
WHEREAS, the City of San Bernardino, California (the "City"), is a mumctpa
corporation and charter city, duly organized and existing pursuant to the provisions of th
10
constitution of the State of California; and
WHEREAS, the Community Development Commission of the City of San Bernardin
(the "Commission") is the governing body of the Redevelopment Agency of the City of Sa
Bernardino (the "Agency"), a public body, corporate and politic, organized and existing pursuan
to the California Communily Redevelopment Law (Health and Safety Code Section 33000, e
~.) (the "CRL"); and
WHEREAS, the City and the Agency have heretofore entered into a Joint Exercise 0
Powers Agreement establishing the San Bernardino Joint Powers Financing Authority (th
"Authority") for the purpose of issuing bonds, the proceeds of which may be loaned to any of it
members to finance activities as may be undertaken by such member; and
WHEREAS. the Agency has requested thaI the Authority issue, and the AUlhority desire
to assist the Agency by lhe issuance of, a tolal aggregate principal amount of not to excee
$36,000,000 San Bernardino Joint Powers Financing Authority Tax Allocation Bonds, (20% Set
22 Aside) Taxable Series 2006 (the "Bonds"); and
23 WHEREAS, the proceeds of the Bonds will be used to make certain loans 10 the Agenc
2-1 to (i) provide for costs of issuance of, and a reserve fund for, the Bonds and (ii) provide monie
.. ~ 25 for certain redevelopment projects and activities of the Agency; and
~
-1-
r:\Ag~l\das\H.~'oIUlionl\Rfloluhonl\21111f>\1IJ-lll.06 Oo...nIO"o Lo...Mod Bond lnuf CDe Rrlo.doc
'-'
..
~
WHEREAS. the Bonds shall be issued pursuant to the Marks-Roos Local Bond Poolin_
2 Act of 1985, codified at California Government Code Section 6584 et seo. (the "Act"); and
3
WHEREAS. the Bonds shall be issued pursuant 10 an Indenture of Trusl by and betwee
4
the Authority and U.S. Bank National Association. as trustee, in form similar to that currently 0
file with the Secretary of lhe Agency (the "Indenture"); and
WHEREAS, Kinsell, Newcomb & De Dios. Inc., as prospeclive purchaser of the Bond
(the "Original Purchaser"), has informed the Authority that it inlends 10 submit an offer t
purchase the Bonds and shall cause to be prepared a Preliminary Official Statement and a
Official Statement. a form of which Preliminary Official Statement is presently on file with th
5
6
7
8
9
10
Secretary of the Authority; and
WHEREAS, the Commission has duly considered the terms of such transactions as
II
contemplated herein and finds that approval of the issuance of the Bonds at this time is in the
12
best interesls of the City and the Agency.
13
14
NOW. THEREFORE. TIlE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
15
16
The Commission hereby finds and determines that issuance of the Bond
Section 1.
17
by the Authority will result in significant public benefits to the Agency. namely favorabl
18
interest rates, Bond preparation, Bond underwriting or Bond issuance cosls.
19
Section 2.
The Commission hereby aulhorizes and approves the Loan to be made t
20
the Agency by the AUlhorily pursuant to and in accordance with the terms of the Loa
21
Agreement with respect to the Low- and Moderate-Income Housing Fund that is generated fro
22
each of the Redevelopment ProjecI Areas of the Agency, for the purpose of paying certain cost
0"
.,
of issuance and funding required debt service reserves and undertaking certain redevelopmen
projects. The Commission hereby further approves the form of Loan Agreement substantially i
... 25 the form presently on file with the Secretary of the Agency, together with any changes therein 0
'-'
24
additions thereto as may be approved by the Chairperson or the Interim Executive Director an
-2-
P;\AgtndJ~\Rt10Iul;ORl\Rr1oI1lIionl\2006\O)-20-0(' DO"Olo..o t.o...~lod Bond IUlie cue RClo.do<
"'"
2
3
4
5
6
7
8
9
10
II
12
13
......
14
15
16
17
18
19
20
21
22
l'
-,
24
~ 25
'-
as necessary to incorporate lhe principal amount interest rate, maturity and prepayment date
and such other terms and conditions when such terms and conditions have been ascertained. Th
Commission hereby further authorizes and directs that the form of the Loan Agreement as on fil
be converted into the final form of the Loan Agreement The Chairperson, Interim Executiv
Director or such other members or representatives of the Commission are hereby authorized an
directed to execute and deliver, and the Secretary or Assistant Secretary is hereby aulhorized an
directed 10 attest to and affix the seal of the Agency to, the final form of the Loan Agreemen
when the same has been prepared for and in the name and on behalf of the Agency, and suc
execulion and delivery shall be deemed to be conclusive evidence of the approval thereof. Th
Commission hereby authorizes the delivery and performance of the Loan Agreement. Th
Commission further authorizes and directs Agency Staff logether with the Original Purchaser t
oblain bids or proposals for any investment of funds to be held and maintained either within th
Loan Agreement or by the Agency or held and mainlained by the Trustee pursuant to th
Indenture of Trust dated as of April 1, 2006, by and between the Authority and U.S. Bank Trus
National Association, as trustee (the 'Trustee") and any other debt service funds.
Section 3,
The Commission hereby approves the form of Continuing Disclosur
Agreement in the form on file with the Secretary, together with any changes therein or addition
thereto as may be approved by the Chairperson or the Interim Executive Director.
Commission hereby further authorizes and directs the conversion of the form of Continuin
Disclosure Agreement into the final form thereof, together with such changes or modifications a
deemed necessary or desirable by the Chairperson or the Interim Executive Director upon th
recommendation of Bond Counsel. The Chairperson or the Interim Execulive Director or suc
olher aulhorized officer of the Commission is hereby authorized and directed to execute an
deliver, and the Secretary or Assistant Secretary is hereby authorized and directed to attest to, th
final form of the Continuing Disclosure Agreement.
Section 4,
The Chairperson, Vice-Chair, Secretary, Assistant Secretary, Interi
Executive Director, Agency Counsel, Bond Counsel and any and all other members and officer
-3-
P:\A~~ndas\Rrsolulion1\Rrlolulions\1006\DJ-10-D6 00....10"0 Lo....\lod Bond (nut CDC RnD.dot
. ~
of the Agency are hereby authorized and directed, on behalf of lhe Agency, to do any and al
'-
2 things and to take any and all actions, including execution and delivery of assignments
3
certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants
4
Bond closing documents and other documents as may be approved by Bond Counsel and as ma}
5
be reasonably necessary or advisable in conneclion with execution and delivery of lhe Loa
7
Bond Counsel has recommended and the Commission hereby ratifies and approves th
6
Agreement and the consummation of the transactions described herein and therein.
8
following entities in connection with the financing hereunder:
9
Bond Counsel
Lewis Brisbois Bisgaard & Smith LLP
Trustee
U.S. Bank National Association
10
Disclosure Counsel
Messerli & Kramer
II
Underwriter
Kinsell, Newcomb & De Dios, Inc.
12
Financial Advisor
Connolly Capital Group
13
""'" Section 5.
14
III
15
III
16
III
17
III
18 III
19 III
20 III
21 /1/
22 /II
23 /II
24 1/1
. ... 25 III
'-
The Resolution shall become effective immediately upon its adoplion.
-4-
P:\"\,tndasIRuolulion,IRt101ulion,\2006\03-20-06 Do"olo"o Lo...:\lod Bond hliLlt CDC Rr1o.dor
-
\,... 2
3
4
5
6
7
8
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO AUTHORIZING ON BEHALF OF
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, THE BORROWING OF FUNDS FROM THE SAN
BERNARDINO JOINT POWERS FINANCING AUTHORITY IN A
TOTAL AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$36,000,000, AUTHORIZING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING THEIR PREPARATION, EXECUTION AND DELIVERY
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
Communily Development Commission of the City of San Bernardino at a
, 2006, by the following vote to wit:
Abstain
Absent
Secretary
day of
,2006.
Patrick J. Morris, Chairperson
Community Development Commission
of the City of San Bernardino
.5-
P:\'\il.~ndn\R~solulillnl\Resolulion.\200'\OJ.20-06 [)ownto..n t<)w-:'tlod 80nd InUf cue R"o.do.c
...
~ ~
3
4
5
6
7
8
...
'-" 14
RESOLUTION NO.
tQ)[PJ1[
RESOLUTION OF THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SAN
BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX
ALLOCATION BONDS (20% SET-ASIDE) TAXABLE SERIES 2006 IN A
TOTAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$36,000,000, APPROVING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING THEIR PREPARATION, EXECUTION AND DELIVERY
WHEREAS. the City of San Bernardino. California (the "City"), is a mumctpa
corporation and charter city, duly organized and existing pursuant to the provisions of th
9
constitution of the State of California; and
10
WHEREAS, the Redevelopmenl Agency of the City of San Bernardino (the "Agency") i
II
a public body, corporate and polilic, duly organized and existing pursuanl to lhe Californi
12
Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) (the "CRL")'
13
and
WHEREAS. the City and the Agency have heretofore entered into a Joint Exercise 0
15
Powers Agreement establishing lhe San Bernardino Joint Powers Financing Authority (th
"Authority") for the purpose of issuing bonds. the proceeds of which may be loaned 10 any of it
16
17
members to finance activities as may be undertaken by such member; and
18
WHEREAS, the Agency has requested that the Authority issue, and the Authority desire
19
to assist the Agency by lhe issuance of, a total aggregate principal amount of not to excee
$36.000,000 San Bernardino Joint Powers Financing Authority Tax Allocation Bonds (20% Set
~o
21
Aside) Taxable Series 2006 (the "Bonds"); and
WHEREAS. the proceeds of the Bonds will be used to make a loan 10 the Agency to (i
22
l'
_0
provide for costs of issuance of, and a reserve fund for, the Bonds and (ii) provide monies fo
certain redevelopment projects and activities of the Agency; and
24
WHEREAS, the Bonds shall be issued pursuant to the Marks-Roos Local Bond Poolin
C Act of 1985, codified at California Government Code Section 6584 et seq, (the "Act"); and
25
-1-
P:\.-\g~rllbs\Rtsolulions\R..soll1li.."u\2006\OJ-lo-O(j 00""1""0 l.o...:\lud Bond Inu.. JPA RUG.doc
"
'-'
2
3
4
5
6
7
9
10
11
12
. 13
- 14
15
18
19
20
21
:22
0'
_0
24
- 25
'-
WHEREAS, lhe Bonds shall be issued pursuant to an Indenture of Trust by and betwee
8
Secretary of the Authority; and
lhe Authority and U.S. Bank National Association, as trustee, in form similar to lhat currently 0
file with the Secretary of the Authority (the "Indenture"); and
WHEREAS. Kinsell, Newcomb & De Dios, Inc., as prospective purchaser of the Bond
(the "Original Purchaser"), has infomled the Authorily that il intends to submit an offer t
purchase the Bonds and shall cause to be prepared a Preliminary Official Statement and a
Official Statement. a form of which Preliminary Official Statement is presently on file with th
WHEREAS, the governing board of the Authority (the "Board") has duly considered th
terms of such transactions as contemplated herein and find that approval of the issuance of th
Bonds at this'time is in the best interests of the Authority, Agency and City.
NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCIN
AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1.
Pursuant to the Act, the Board hereby finds and determines that issuanc
of the Bonds will result in savings in effective interest rales, Bond underwriting or Bond issuanc
costs and shall lherefore result in significant public benefits to its members within th
16
contemplation of Government Code Section 6586.
17
Section 2.
The Board hereby authorizes the issuance of the Bonds in the principa
amount of not to exceed $36.000.000. The Board further authorizes preparation of the financin
documents necessary to issue the Bonds pursuant to the Indenture.
Section 3.
The Board hereby approves the form of Indenlure on file with lh
Secretary of lhe AUlhority with such changes as may be approved by the Chairperson of lh
Authority and as necessary to incorporate the principal amount, interest rate, maturity an
redemplion dates and such other terms and conditions with respect to the Bonds when such term
and conditions have been ascertained. The Board hereby further authorizes and directs th
conversion of the Indenlure filed with the Secretary into the final form of Indenlure, togethe
-2-
P:\-\g~ndJi\RtsolulionJ\Rt,olulillnl\200f>\O)'20-06 Down.lI..n Lo....\lod Bond luur JPA Rrlo.doc
'-" 2
3
4
5
6
7
9
10
II
I~
13
'-' 14
15
16
17
18
19
20
~I
with such changes or modifications as deemed necessary or desirable by the Chairperson or th
Executive Director upon the recommendation of Bond Counsel.
The Chairperson and Execulive Director or such other authorized officer of the AUlhorit)
is hereby authorized and directed to execute and deliver, and the Secretary or Assistant Secretary
is hereby authorized and directed to altest to the final form of the Indenture when the same ha
been prepared for and in the name of the Authority, and such execution and delivery shall b
deemed as conclusive evidence of the approval thereof. The Board hereby authorizes deliver
8
and performance of the Indenture.
Section 4.
The Board hereby approves the form of Loan Agreement currently on fil
with the Secretary, together with any changes lherein or additions therelo as may be approved b
the Chairperson or Executive Director and as necessary 10 incorporate the principal amount
interest rate, maturity, prepayment dates and such olher terms and conditions when such term
and conditions have been ascertained. The Board hereby further authorizes and directs th
Executive Director or such other authorized officer of the Authority is hereby authorized an
conversion of the form of Loan Agreement into the final form thereof. as necessary, togethe
with such changes or modifications as deemed necessary or desirable by the Chairperson or th
Executive Director upon the recommendation of Bond Counsel. The Chairperson or th
directed 10 execule and deliver, and the Secretary or Assistant Secretary is hereby authorized an
directed 10 altest to the final form of the Loan Agreemenl. The Authority further aUlhorizes an
directs Authority Staff together with the Original Purchaser to obtain bids or proposals for an
investment of funds to be held and maintained either within the Loan Agreemenl or by th
22
Agency or the Trustee pursuant to the Indenture, including the investment of the reserve funds
any other debt service funds.
)'
-"
Section 5.
The Board hereby approves the sale of lhe Bonds by negotiated purchas
~4 with the Purchaser. pursuant 10 thaI certain Bond Purchase Contract as presently on file with th
25 Secretary. and the sale of the Bonds pursuant to the Bond Purchase Contract is hereby approved.
....... The Board hereby further authorizes the form of Bond Purchase Contract as presently on fil
-3-
1';\A~("mbs',R("sol"lionl'.Rnlllu"ons\2006'.O.)..20-1J.6 Do",nl,,,." 1,0.._\100 nDnd l"up JPA Rr1o.doc
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'- 2
3
4
5
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7
8
9
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19
20
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25
"....
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with the Secretary, together with any changes lherein or additions thereto approved by th
Chairperson or an authorized representative of the Chairperson, and as necessary to incorporat
the principal amount. lhe interest rate, the purchase price and such other terms and condition
wilh respect to the Bonds, when such terms and conditions have been ascertained. The Boar
hereby authorizes and directs the Purchaser 10 cause the preparation of the final Bond Purchas
Conlract of which such terms are a part, and the Chairperson or Execulive Director or such othe
authorized officer of the Authority is hereby authorized and directed to evidence the Authority'
acceptance of the offer made by the Bond Purchase Contracl by executing and delivering th
Bond Purchase Contract in said form as on file with such changes therein as the officer or th
officers executing the same may approve, such approval to be conclusively evidenced by th
II
execution and delivery thereof.
Section 6.
The Board hereby approves the form of the Preliminary Official Statemen
(the "Preliminary Official Statement") presently on file with the Secretary. The Board hereb
authorizes and directs that the Preliminary Official Statement be converted to the final Official
Statement together with such changes or modifications as deemed desirable or necessary in th
16
sale and markeling of the Bonds and as approved by the Chairperson or Executive Director upo
the recommendation of Bond Counsel and the Purchaser. The Board hereby authorize
distribution of the Preliminary Official Statement and lhe final Official Statement by th
17
18
Purchaser when the same have been prepared. The Chairperson is hereby authorized an
directed to execute the final form of the Official Statement in the name and on behalf of th
Authority and to deliver the same to the Purchaser upon execution thereof, together with th
changes or modifications approved by the Chairperson and Executive Director. Execution ofth
final Official Statement shall be conclusive evidence of approval thereof, including any suc
changes and additions.
Section 7.
The Chairperson, the Executive Director, Secrelary, Authority Counsel
Bond Counsel and any and all other officers of lhe Authority are hereby authorized and directed
on behalf of the Authority. to do any and all things and take actions, including execulion an
-4-
P:\.\grroda.\Rrwlutlons\H.rsolulions\2006\03-211-06 00....10.." Lo..-.\lod Bond Inut JPA Rno.doc
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deliver of any and all assignmenls, certificales, requisitions, agreements, notices, consents
instrumenls of conveyance, warrants and other documents as may be approved by Bond Counse
and as may be reasonably necessary or required to consummate the lawful issuance and sale 0
the Bonds, as described herein, including distribution of the Preliminary Official Statement t
any prospective purchasers when the same shall become available for distribulion. Wheneve
this Resolulion authorizes any officer of the Authority to execute or countersign any document 0
take any action. such execution, countersigning or action may be laken on behalf of such office
by any person designated by such officer to act on his or her behalf if such officer shall be absen
9
or unavailable.
10
The Board hereby authorizes the payment of all costs of issuance in connection with th
issuance of the Bonds, including all legal fees of Bond Counsel, Bond printing, Trustee fees, an
Disclosure Counsel. Bills for all such ilems shall be submitted to and approved by the Executiv
Director of the Agency.
11
12
13
Bond Counsel has recommended and the Board hereby ratifies and approves th
following entities in connection with the financing hereunder:
15
Bond Counsel
Lewis Brisbois Bisgaard & Smith LLP
U.S. Bank National Association
16
T ruslee
17
Disclosure Counsel
Messerli & Kramer
18
Underwriter
Kinsell, Newcomb & De Dios, Inc.
Connolly Capilal Group
]9
Financial Advisor
20
Section 8.
This Resolution shall lake effect upon the date of its adoption. Thi
21
Resolution shall be subject, in all respects, to the approval by the Agency of the execution an
delivery of the Loan Agreement.
22
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III
24
III
15
III
-5-
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2
RESOLUTION OF THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SAN
BERNARDINO JOINT POWERS FINANCING AUTHORITY TAX
ALLOCATION BONDS (20% SET-ASIDE) TAXABLE SERIES 2006 IN A
TOTAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$36,000,000, APPROVING THE FORM OF CERTAIN LEGAL
DOCUMENTS RELATED THERETO AND AUTHORIZING AND
DIRECTING THEIR PREPARATION, EXECUTION AND DELIVERY
3
4
5
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by lhe San
7 Bernardino Joint Powers Financing Authority at a
meeting lhereof, held
8 on lhe day of
9 Board Members: Aves
10 ESTRADA
II BAXTER
MCGINNIS
12
DERRY
13
. KELLEY
'- 14
JOHNSON
15 MC CAMMACK
, 2006, by the following vote to wit:
Navs
Abstain
Absent
16
17
18
Rachel G. Clark. Secretary
19
The foregoing resolution is hereby approved this
day of
,2006.
20
21
Patrick J. Morris. Chairperson
San Bernardino Joint Powers Financing
Authority
22
0'
_J
::ProWd~
. Agency C nsel
24
....
25
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** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
M~;., Do" (0'. A~i'),3. '" .d1~ \"~', ,(1, 7 t (jj) R".,."oo'
Vote: Ayes [ Nays ~ Abstam
Change to motion to amend original documents D Companion Resolutions
;;2oob-gS
Absent
N ull/V oid After:
days/
Resolution # On Attachments: D
Note on Resolution of attachment stored separately: D
PUBLISH D
POST D
RECORD W/COUNTY D
By:
Date Sent to Mayor: 1 ')1, D 10
Date of Mayor's Signature: ~ ~ 't)---,O k
Date ofClerklCDC Signature:~ ':1)-r f)~
Reso. Log Updated: ~
Seal Impressed: ~ /
Reso. # on Staff Report W
Date Memo/Letter Sent for Signature:
1" Reminder Letter Sent:
Date Returned:
2'''' Reminder Letter Sent:
Not Returned: D
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985,8234,655,92-389):
Yes /""'
Yes
No~ By_
N~ By_
No~ By_
No 9"-
No_ By_
Yes
Yes
Yes
Copies Distributed to:
Animal Control D
City Administrator D
City Attorney D
Code Compliance D
Development Services D
Others:
EDA / Information Services D
Facilities D Parks & Recreation D
Finance D Police Department D
Fire Department D Public Services D
Human Resources D Water Department D
Notes:
Date:~;
Ready to File:
Revised 12/18/03
-
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
M~;"g""" (",,'0 A~",)3')o, ~ ~ ,I'~m # ~ K'3 I (>>)
Vote: Ayes + NayS~ Abstain
Change to motion to amend original documents 0 Companion Resolutions
RESOLUTION AGENDA ITEM TRACKING FORM
Ro,"'""oo # eocj :JODI, -2
Absent
NulINoid After: days /
Resolution # On Attachments: 0
Note on Resolution of attachment stored separately: 0
PUBLISH 0 POST 0 RECORD W/COUNTY 0
Dale Sent to Mayor: '1 "Y.f..' 0 Y
Date of Mayor's Signature: -?' yr~ 0);
Date ofClerk/CDC Signature: ~ '/"J-.- 0 (,
By:
Reso. Log Updated: ~
Seal Impressed: V /
Reso. # on Staff Report E(
Date Memo/Letter Sent for Signature:
I" Reminder Letter Sent:
Date Returned:
2nd Reminder Letter Sent:
Not Returned: 0
f'
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes
NOr By_
No-,L.- By_
No ---r By _
No By
--;;-~
No
- -
Yes
Yes
Yes
Yes
Copies Distributed to:
Animal Control 0
City Administrator 0
City Attorney 0
Code Compliance 0
Development Services 0
Others:
EDA / Information Services 0
Facilities 0 Parks & Recreation 0
Finance 0 Police Department 0
Fire Department 0 Public Services 0
Human Resources 0 Water Department 0
Notes:
I
Ready to File: ~
Date: 1;.-y III)b
Revised 12118/03
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted)b'/ )'0, (0 fo Item # ;2 ') I rn) Resolution #
Vote: Ayes Lt NaY~lft~in
Change to motion to amend original documents 0 Companion Resolutions
Gr5J--
Absent
NullNoid After: days /
Resolution # On Attachments: 0
Note on Resolution of attachment stored separately: 0
PUBLISH 0
POST 0
RECORD W/COUNTY 0
By:
Date Sent to Mayor: ~ J yl, 0 h
Date of Mayor's Signature: '7 I yY' 0 ~
Date of ClerklCDC Signature: -?, '-y}/..
,
iff
Seal Impressed: 0;1
Reso. # on Staff Report 0
Reso. Log Updated:
Date Memo/Letter Sent for Signature:
I" Reminder Letter Sent:
Date Returned:
2nd Reminder Letter Sent:
Not Returned: 0
/
/
NO............ )BY_
::~~B~
No
- -
No By_
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433,10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes
Yes
Yes
Yes
Yes
Copies Distributed to: I
Animal Control 0 EDA Information Services 0
City Administrator 0 Facilities 0 Parks & Recreation 0
City Attorney 0 Finance 0 Police Department 0
Code Compliance 0 Fire Department 0 Public Services 0
Development Services 0 Human Resources 0 Water Department 0
Others:
Notes:
Ready to File:
I
/
\/
Date: -'7' Yl ' Ob
Revised 12118/03