Loading...
HomeMy WebLinkAboutRS1-Economic Development Agency e e e ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO REOUEST FOR COMMISSION/COUNCIL ACTION FROM: (g@[FJ"lf SUBJECT: San Bernardino Joint Powen Finaneing Authority Pub6e Facilities Lease Revenue Refunding Bonds, 1997 Series A FRED WILSON City Administrator DATE: July 2, 1997 SvnoDsls of Previous Commlsslon/Couneil/Commlttee Anlon( s ): Recommended Motlon(s): (San Bernardino Joint Powen Finanein!! Authorltv) Motion A: RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,500,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF. (Community Development Commission) Motion B: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING A CERTAIN LOAN AGREEMENT, LEASE AGREEMENT AND DOCUMENTS RELATED THERETO IN CONNECTION WITH THE ISSUANCE OF LEASE REVENUE BONDS BY THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY. (Mayor and Common Couneil) Motion C: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO. Contact Person(s): Timothv C. SteinhausIFred Wilson 5081/5122 Phone: Project Area(s): Ward(s): SupportingDataAttaehed: I!!l Staff Report I!!l Resolution(s) 0 Agr=nent(s)/Contraet(s) 0 Map(s) 0 LtrlMerno FUNDING REQUIREMENTS: Amount: $ lilt. Source: Budget Authority: 1- Agency Administrator SIGNATIJRE: City Administrator Commlssion/CouneD Notes: - --------------------------------------------------------------------------------------------------- Continued to 01//1{ /9'7 COMMISSION MEETING AGENDA MEETINGDA""" Agenda Item Number: '~sl , . e e ECONOMIC DEVELOPMENT AGENCY STAFF REPORT ------------------------------------------------------------------------------------------------------------------ San Bernardino Joint Powers Finanein!!: Authoritv Public Faeilities Lease Revenue Refundin!!: Bonds. 1997 Series A In August, 1989, the San Bernardino Joint Powers Financing Authority (the "Authority") issued on behalf of the City the $10,215,000 Public Facilities Lease Revenue Refunding Bonds (the "1989 Bonds"). The 1989 Bonds were issued to refund the $3,200,000 Public Facilities Lease Revenue Bonds, Issue of 1982, Series A (the "1982 Bonds"), and the $6,790,000 Redevelopment Agency of the City of San Bernardino, California, Public Facilities Lease Revenue Bonds, Issue of 1983, Series A (Central Library) (the "1983 Bonds"). The 1989 Bonds have a final maturity date of September 1, 2013. The annual Debt Service payment on the 1989 bonds is equal to approximately $890,000 per year; and the net interest rate is equal to 7.218%. City staffhave been working with representatives of Miller & Schroeder Financial, Inc. to assist the City in refinancing the 1989 Bonds for debt service savings purposes. The refunding of the 1989 Bonds would achieve a reduction in the annual debt service cost to the City and would provide a lower interest rate. The debt service savings for the City would commence in the 1997-98 fiscal year and extend over the life of the proposed 1997 Refunding Bonds. The 1997 Refunding Bonds would be issued in a principal amount not to exceed $10,500,000. Based upon current interest rates, it is expected that the City will be able to reduce the interest rate costs from 7.218% to approximately 5.096% thereby reducing its annual debt service costs on the 1989 Bonds by approximately $35,000 per year. The 1997 Refunding Bonds will be secured by general fund revenues as were the 1989 Bonds. The City may additionally include as capitalized interest the amount necessary to pay the initial interest-only payment which is due and payable on September 1, 1997, for the 1997 Refunding Bonds. By capitalizing interest for the first debt service payment in September 1997, the issuance of the 1997 Refunding Bonds will thereby reduce the City's debt service cost for 1997-98 by approximately $500,000. These cost savings figures are summarized below: 1) Interest rate savings from the issuance of the 1997 Refunding Bonds - $35,000 per year. 2) Funding of the September 1, 1997, debt service payment produces an additional 1997-98 fiscal year savings - $500,000. ------------------------------------------------------------------------------------------------------------------ TCS:SMM:smm:(c:\ollicc\wpwin\wpdocs\07-97-O I.cdc) COMMISSION MEETING AGENDA MEETING DATE: 07/07/1997 Agenda Item Number: li I . . . ECONOMIC DEVELOPMENT AGENCY STAFF REPORT San Bernardino Joint Powers Financing Authorily Public Facilities Lease Revenue Refunding Bonds, 1997 Series A July 2, 1997 Page Nwnber -2- ------------------------------------------------------------------------------------------------------------------ It has been proposed that the transaction be structured as follows: The Authority would issue its Public Facilities Lease Revenue Refunding Bonds, Series 1997A, and loan the proceeds to the Agency to advance refund the 1989 Bonds, and thus repay the City's obligation under the 1989 Lease Agreement. (Note: The 1989 Bonds are secured by a loan agreement with the Agency which pledges base rental payments to be made by the City under a 1989 Lease Agreement between the Agency and the City.) The loan of 1997 Refunding Bond proceeds would be evidenced by a Loan Agreement between the Authority and the Agency. The Agency would then enter into a Library and Fire Station Lease with the City and the Agency would pledge Base Rental Payments made thereunder as security for the 1997 Refunding Bonds. AMBAC has previously provided municipal bond insurance on the 1989 Bonds and will issue a new policy for the continuation of the bond insurance on the new bonds in order to obtain a rating of AAA. AMBAC has agreed to substantially reduce its premium on the refunding bonds from the typical insurance premium of .65% as was paid on the 1989 Bonds to a .39% premium as negotiated with AMBAC for the 1997 Refunding Bonds. It is recommended that the attached resolutions of the Mayor and Common Council, the San Bernardino Joint Powers Public Finance Authority and the Community Development Commission be adopted to provide for the issuance of the Authority's Public Facilities Lease Revenue Bonds, Series 1997 A at this time. FBE& City Administrator TCS:SMM:smm:(c:\oflicelwpwinlwpdocs\07-97-O I.cdc) COMMISSION MEETING AGENDA MEETING DATE: 07107/1997 Agenda Item Number: -f;2=..-I- . . . 1 RESOLUTION NO. 2 3 RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,500,000 PUBLIC FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF 4 5 .6 7 8 WHEREAS, the City of San Bernardino (the "City") and the 9 Redevelopment Agency of the City of San Bernardino (the "Agency") 10 have heretofore entered into a Joint Exercise of Powers Agreement 11 establishing the San Bernardino Joint Powers Financing Authority 12 (the "Authority") for the purpose, among other" things, of issuing 13 bonds to be used to make loans to finance certain activities of the 14 City and the Agency; and 15 16 WHEREAS, the Authority and Security Pacific National 17 Bank, as succeeded as trustee by First Trust of California, 18 National Association, entered into that certain Indenture of Trust 19 dated as of September 27, 1989, which provided for the issuance of 20 the San Bernardino Joint Powers Financing Authority Public 21 Facilities Lease Revenue Bonds, 1989 Series A (the UPrior Bonds") 22 which were secured by lease payments to be made by the City; and 23 24 WHEREAS, the City has requested that the Authority and 25 the Agency assist in refinancing the City's obligations in 26 connection with the Prior Bonds; and 27 28 WHEREAS, the Authority has determined to issue its Public ~.si. A 07/07/915- - 1 - e 1 Facilities Lease Revenue Refunding Bonds, 1997 Series A, in the 2 principal amount of not to exceed $10,500,000 (the "Bonds") 3 pursuant to and secured by the Indenture of Trust dated as of July 4 1, 1997 (the "Indenture") and loan the proceeds thereof to the 5 Agency; and 6 7 WHEREAS, in order to carry out the financing, the 8 Authority shall enter into a Loan Agreement with the Agency dated 9 as of July 1, 1997 (the "Loan Agreement") which shall be secured by 10 certain Base Rental Payments to be made by the City to the Agency 11 under that certain Library and Fire Station Lease Agreement dated 12 as of July 1, 1991' (the "Library and Fire Station Lease"); and 13 e 14 WHEREAS, the Authority shall assign its right to receive 15 payments under the Loan Agreement (the "Payments"), its right to 16 enforce payment of the Payments and otherwise to enforce its 17 interest and rights under the Loan Agreement in the event of a 18 default thereunder by the City, to the Trustee pursuant to the 19 Indenture to provide for the repayment of the Bonds; and 20 21 WHEREAS, the proceeds of the Bonds will be applied to 22 refund the Prior Bonds, fund capitalized interest and a reserve 23 fund and pay costs of issuance of the Bonds; and 24 25 WHEREAS, Miller & Schroeder Financial, Inc., as 26 prospective underwriter of the Bonds (the "Underwriter") has e 27 informed the Authority that it intends to submit an offer to 28 purchase the Bonds and shall cause to be prepared a Preliminary - 2 - fc;~ I e e 1 Official Statement and an Official Statement relating to such 2 Bonds, as may be necessary in the sale and marketing of the Bonds, 3 the form of which Preliminary Official Statement is presently on 4 file with the Secretary of the Authority; and 5 6 WHEREAS, the Authority has considered the terms of the 7 transaction as contemplated herein and desires at this time to 8 approve the terms of said transaction in the public interests of 9 the Authority. 10 11 NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING 12 AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 13 14 Section 1. Findinas and Determinations. Pursuant to 15 Article 4 of the Act (the "Marks-Roos Act"), the Authority hereby 16 finds and determines that the issuance of the Bonds will cause 17 savings in effective interest rates, bond preparation and bond 18 underwriting costs and thereby will result in significant public 19 benefits to its members within the contemplation of Section 6586 of 20 the Marks-Roos Act. 21 22 Section 2. Issuance of the Bonds: A9oroval of Form of 23 Indenture: Authorization of and Direction for preoaration of Final 24 Form Thereof. The Authority hereby authorizes the issuance of the 25 Bonds under and pursuant to the Marks-Roos Act and the Indenture in 26 the principal amount of not to exceed $10,500,000 and the e 27 preparation of certain financing documents related thereto which 28 are necessary to carry out the issuance of the Bonds. The - 3 - . . . 1 Authority hereby approves the form of Indenture as presently on 2 file with the Secretary of the Authority with such changes thereto 3 as may be approved by the Chairman, Administrator or Director of 4 the Authority and as necessary to incorporate the principal amount, 5 interest rate, maturity and redemption dates and such other terms 6 and conditions with respect to the Bonds when such terms and 7 conditions have been ascertained. The Authority hereby further 8 authorizes and directs that the form of Indenture presently on file 9 with the Secretary be converted into the final form of Indenture, 10 authorizing the issuance of the Bonds together with such changes or 11 modifications as deemed necessary or desirable by the Chairman, 12 Administrator or Director of the Authority, upon the recommendation 13 of Sabo & Green, a Professional Corporation ("Bond Counsel"). The 14 Chairman, Vice-Chairman, Administrator, Director or such other 15 authorized officer of the Authority is hereby authorized and 16 directed to execute and deliver, and the Secretary or Assistant 17 Secretary is hereby authorized and directed to attest to, the final 18 form of the Indenture when the same has been prepared for and in 19 the name of the Authority, and such execution and delivery shall be 20 deemed to be conclusive evidence of the approval thereof. The 21 Authority hereby authorizes the delivery and performance of the 22 obligations under the Indenture. 23 24 Section 3. Approval of Final Form of Loan Agreement. 25 The Authority hereby approves the form of Loan Agreement (the "Loan 26 Agreement") presently on file with the Secretary together with any 27 changes therein or additions thereto as may be approved by the 28 Chairman, Administrator or Director and as necessary to incorporate - 4 - . . . 1 the principal amount, interest rate, maturity and prepayment dates, 2 pledge of security thereunder and such other terms and conditions 3 when such terms and conditions have been ascertained. The 4 Authority hereby further authorizes and directs that the form of 5 Loan Agreement presently on file with the Secretary be converted 6 into the final form thereof, together with such changes or 7 modifications as deemed necessary or desirable by the Chairman, 8 Administrator or Director of the Authority upon the recommendation 9 of Bond Counsel. The Chairman, Vice-Chairman, Administrator, 10 Director or such other authorized officer of the Authority is 11 hereby authorized and directed to execute and deliver, and the 12 Secretary or Assistant Secretary is hereby authorized and directed 13 to attest to, the final form of the Loan Agreement when the same 14 have been prepared and such execution and delivery shall be deemed 15 to be conclusive evidence of the approval thereof. The Authority 16 hereby authorizes the delivery and performance of the Loan 17 Agreement. 18 19 20 21 22 23 24 25 26 27 28 Section 4. Sale of the Bonds. The Authority hereby approves the sale of the Bonds by negotiated purchase with the Underwriter, pursuant to that certain Bond Purchase Agreement to be provided by the Underwriter prior (the "Purchase Agreement"), and the sale of the Bonds pursuant to the Purchase Agreement is hereby approved. The Authority hereby further authorizes a form of Purchase Agreement as presently on file with the Secretary, together with any changes therein or additions thereto approved by the Chairman, Administrator, Director or an authorized representative of the Chairman and as necessary to incorporate the - 5 - (5-1 . . . 1 principal amount, the interest rate, the purchase price and such 2 other terms and conditions when such terms and conditions have been 3 ascertained. The Authority hereby authorizes and directs the 4 Underwriter to cause the preparation of the final Purchase 5 Agreement of which such terms are a part, and the Chairman, the 6 Vice-Chairman or such other authorized officer of the Authority is 7 hereby authorized and directed to evidence the Authority's 8 acceptance of the offer made by the Purchase Agreement by executing 9 and delivering the Purchase Agreement in said form as on file with 10 such changes therein as the officer or the officers executing the 11 same may approve, such approval to be conclusively evidenced by the 12 execution and delivery thereof." 13 14 Section 5. Approval of Final Forms of Continuina 15 Disclosure Aareement and Escrow Aareement. The Authority hereby 16 approves the forms of Continuing Disclosure Agreement and Escrow 17 Agreement presently on file with ,the Secretary together ,with any 18 changes therein or additions thereto as may be approved by the 19 Chairman, Administrator or Director and as necessary to incorporate 20 certain terms and conditions when such terms and conditions have 21 been ascertained. The Authority hereby further authorizes and 22 directs that the forms of Continuing Disclosure Agreement and 23 Escrow Agreement presently on file with the Secretary be converted 24 into the final forms thereof, together with such changes or 25 modifications as deemed necessary or desirable by the Chairman, 26 Administrator or Director of the Authority upon the recommendation 27 of Bond Counsel. The Chairman, Vice-Chairman, Administrator, 28 Director or such other authorized officer of the Authority is - 6 - . . . J. hereby authorized and directed to execute and deliver, and the 2 Secretary or Assistant Secretary is hereby authorized and directed 3 to attest to, the final forms of the Continuing Disclosure 4 Agreement and Escrow Agreement when the same have been prepared and 5 such execution and delivery shall be deemed to be conclusive 6 evidence of the approval thereof. 7 8 9 J.O 11 J.2 13 J.4 J.5 J.6 J.7 J.8 J.9 20 2J. 22 23 24 25 26 27 28 Section 6. Official Statement. The Authority hereby approves the form of the Preliminary Official Statement (the uPreliminary Official Statement") presently on file with the Secretary and acknowledges that said document is in substantially final form pursuant to Rule lSc2-l2 of the Securities Exchange Act of 1934. The Authority further authorizes the distribution of the Preliminary Official Statement as shall be necessary or required in connection with the sale of the Bonds to prospective purchasers thereof. The Authority hereby authorizes and directs that the Preliminary Official Statement be converted to a final Official Statement together with such changes or modifications as deemed desirable or necessary in the sale and marketing of the Bonds and as approved by the Chairman, Administrator or Director upon the recommendation of Bond Counsel and the Underwriter. The Authority hereby authorizes distribution of the Preliminary Official Statement and the final Official Statement by the Underwriter when the same have been prepared. The Chairman is hereby authorized and directed to execute the final form of said Official Statement in the name and on behalf of the Authority and to deliver the same to the Underwriter upon execution thereof, together with the changes or modifications approved by the Chairman. Execution of said final - 7 - . y[C;~1 . . . ~ Official Statement shall be conclusive evidence of approval 2 thereof, including any such changes and additions. 3 4 Section 7. Official Action. The Chairman, 5 Administrator, Director, Secretary, Bond Counsel and any and all 6 other officers of the Authority are hereby authorized and directed, 7 for and in the name and on behalf of the Authority, to do any and 8 all things and take any and all actions, including execution and 9 delivery of any and all assignments, certificates, requisitions, ~o agreements, notices, consents, instruments of conveyance, warrants ~~ and other documents, which they, or any of them, may deem necessary ~2 or advisable in order to consummate the lawful issuance and sale of ~3 the Bonds as described herein, including the distribution of the ~4 Preliminary Official Statement to any prospective purchasers when ~5 the same shall become available for distribution. Whenever in this ~6 Resolution any officer of the Authority is authorized to execute or ~ 7 countersign any document or take any action, such execution, ~8 countersigning or action may be taken on behalf of such officer by ~9 any person designated by such officer to act on his or her behalf 20 in the case such officer shall be absent or unavailable. The 2~ Authority hereby appoints its Chairman as agent of the Authority 22 for purposes of executing any and all documents and instruments 23 which any officer of the Authority is authorized to execute 24 hereunder.. 25 26 27 28 The Authority hereby authorizes the payment of all costs of issuance in connection with the issuance of the Bonds including all legal fees of Bond Counsel, Underwriter's Counsel, bond - 8 - pc;- I . ~ printing and Trustee fees. Bills for all such items shall be 2 submitted to and approved by the Administrator or Director of the 3 Authority. 4 5 Section 8. ADDroval of Financina Team: Direction for 6 Investments. The Authority hereby approves the following entities 7 for the respective category of services in connection with the 8 transactions contemplated by this resolution: 9 e ~o Bond Counsel ~l Underwriter ~2 Underwriter's Counsel ~3 Trustee ~4 ~5 H ~ 7 the Sabo & Green, a Professional Corporation Miller & Schroeder Financial, Inc. Hinshaw & Culbertson First Trust of California, National Association The Authority hereby directs the Underwriter to invest amounts held in the funds established under the Escrow U Agreement and the Reserve Fund established under the Indenture in ~9 Permitted Investments as defined in the Indenture subject to final 20 approval by the Administrator or Director. 21 III 22 III 23 III 24 III 25 III 26 III . 27 III 28 III - 9 - ,------ . e e Council: :1.4 NEGRETE CURLIN ~5 ARIAS OBERHELMAN ~6 DEVLIN ANDERSON ~ 7 MILLER ~o n ~2 13 ~ RESOLUTION OF THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $10,500,000 PUBLIC 2 FACILITIES LEASE REVENUE REFUNDING BONDS 1997 SERIES A, APPROVING THE FORM OF LEGAL DOCUMENTS RELATED THERETO AND AUTHORIZING AND 3 DIRECTING PREPARATION, EXECUTION AND DELIVERY OF THE FINAL FORMS THEREOF 4 Section 9. Effective Date: Subiect to Citv A~proval. 5 This Resolution shall take effect from and after its passage and 6 adoption. This Resolution shall be subject in all respects to the 7 approval by the City of the execution and delivery of the Lease 8 Agreement and to the issuance of the Bonds by the Authority. 9 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the San Bernardino Joint Powers Financing Authority at a special meeting thereof, held on the day of 1997, by the following vote, to wit: ~ ill1Y.S. ABSTAIN ABSENT ~8 City Clerk 19 20 The foregoing day of resolution is , 1997. approved this hereby 2~ 22 23 Tom Minor, Chairman San Bernardino Joint Powers Financing Authority 24 25 :::ro~ ~~nd legal Au~ial Counsel content: 26 27 28 SBEO\0168\DOC\6 - ~O - 11t)~ I . . . 1 RESOLUTION NO. 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO 4 5 6 7 WHEREAS, the City of San Bernardino (the "City") and the 8 Redevelopment Agency of the City of San Bernardino (the "Agency") 9 have heretofore entered into a Joint Exercise of Powers Agreement 10 establishing the San Bernardino Joint Powers Financing Authority D. (the "Authority") for the purpose, among other things, of issuing 12 bonds to be used to make loans to finance certain activities of the 13 City and the Agency; and 14 15 WHEREAS, the Authority and Security Pacific National 16 Bank, as succeeded as trustee by First Trust of California, 17 National Association, entered into that certain Indenture of Trust 18 dated as of September 27, 1989, which provided for the issuance of 19 the San Bernardino Joint Powers Financing Authority Public 20 Facilities Lease Revenue Bonds, 1989 Series A (the "Prior Bonds") 21 which were secured by lease payments to be made by the City; and 22 23 WHEREAS, the City has requested that the Authority and 24 the Agency assist in refinancing the City's obligations in 25 connection with the Prior Bonds; and 26 27 WHEREAS, the Authority has determined to issue its Public 28 Facilities Lease Revenue Refunding Bonds, 1997 Series A, in the - 1 - fJ-S 1. C 07/07/11 . e . ~ principal amount of not to exceed $10,500,000 (the "Bonds") 2 pursuant to and secured by the Indenture of Trust dated as of July 3 1, 1997 (the "Indenture") and loan the proceeds thereof to the 4 Agency; and 5 6 WHEREAS, in order to carry out the financing, the 7 Authority shall enter into a Loan Agreement with the Agency dated 8 as of July 1, 1997 (the "Loan Agreement") which shall be secured by 9 certain Base Rental Payments to be made by the City to the Agency ~O under that certain Library and Fire Station Lease Agreement dated ~~ as of July 1, 1997 (the "Library and Fire Station Lease"); and ~2 ~3 WHEREAS, the Authority shall assign its right to receive ~4 payments under the Loan Agreement (the "Payments"), its right to ~s enforce payment of the Payments and otherwise to enforce its ~6 interest and rights under the Loan Agreement in the event of a ~7 default thereunder by the City, to the Trustee pursuant to the ~B Indenture to provide for the repayment of the Bonds; and B 20 2~ 22 23 24 WHEREAS, Miller & Schroeder Financial, Inc., as 25 prospective underwriter of the Bonds (the "Underwriter") has 26 informed the Authority that It< intends to submit an offer to 27 purchase the Bonds and shall cause to be prepared a Preliminary 28 Official Statement and an Official Statement relating to such WHEREAS, the proceeds of the Bonds will be applied to refund the Prior Bonds, fund capitalized interest and a reserve fund and pay costs of issuance of the Bonds; and - 2 - . ~ Bonds, as may be necessary in the sale and marketing of the Bonds, 2 the form of which Preliminary Official Statement is presently on 3 file with the Secretary of the Authority; and 4 5 WHEREAS, the City has determined to approve the issuance 6 of the Bonds and the execution of the Library and Fire Station 7 Lease, and has duly considered such transactions and seeks at this 8 time to approve said transaction and documents. in the public 9 interests of the City. ~o ~1 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY ~2 OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER . AS 13 FOLLOWS: e 14 ~5 Section l. Determinations. The City hereby finds and e ~6 determines that the refinancing of the City's obligations under the 17 Prior Bonds and the execution of the Library and Fire Station Lease 18 will result in significant public benefits. B 20 Section 2. ~proval of Final Form of Librarv and Fire 21 Station Lease. The City hereby authorizes and approves the form 22 of Library and Fire Station Lease presently on file with the City 23 Clerk together with any changes therein or additions thereto as may 24 be approved by the Mayor when such terms and conditions have been 25 ascertained. The City hereby further authorizes and directs that 26 the form of the Library and Fire Station Lease presently on file 27 with the City Clerk be converted into the final form thereof, 28 together with such changes or modifications as deemed necessary or - 3 - Ps-I . . . 1 desirable by the Mayor upon the recommendation of bond counsel. 2 The Mayor or such other authorized officer of the City is hereby 3 authorized and directed to execute and deliver, and the City Clerk 4 is hereby authorized and directed to attest to, the final form 5 thereof when the same has been prepared. 6 7 Section 3. Issuance of the Bonds; Aooroval of Form of 8 Indenture of Trust. The City hereby authorizes the issuance of the 9 Bonds under and pursuant to the Act, the Government Code of the 10 State of California and the Indenture of Trust (The "Indenture") on 11 file with the City Clerk, in the principal amount not to exceed 12 $10,500,000 and the preparation of certain financing documents 13 related thereto which are necessary to carry out the issuance of 14 the Bonds. 15 16 Section 4. Aooroval of Final Form of Continuina 17 Disclosure Aareement and Escrow Aareement. The City hereby 18 approves the forms of Continuing Disclosure Agreement and Escrow 19 Agreement presently on file with the City Clerk (the "Agreements") 20 together with any changes therein or additions thereto as may be 21 approved by the Mayor when such terms and conditions have been 22 ascertained. The City hereby further authorizes and directs that 23 the forms of Agreements presently on file with the City Clerk be 24 converted into the final forms thereof, together with such changes 25 or modifications as deemed necessary or desirable by the Mayor upon 26 the recommendation of Bond Counsel. The Mayor or such other 27 authorized officer of the City is hereby authorized and directed to 28 execute and deliver, and the City Clerk is hereby authorized and - 4 - fCJ-01 - e ~ directed to attest to, the final forms of the Agreements when the 2 same has been prepared and such execution and delivery shall be 3 deemed to be conclusive evidence of the approval thereof. 4 5 Section 5. Official Action. The Mayor, the City - . 6 Clerk, Bond Counsel and any and all other officers or agents of the 7 City are hereby authorized and directed, for and in the name and on 8 behalf of the City, to do any and all things and take any and all 9 actions, including execution and delivery of any and all ~o assignments, agreements, notices, consents, instruments of ~~ conveyance, warrants and other documents, which they, or any of ~2 them, may.deem necessary or advisable in order to consummate the e ~3 transaction contemplated hereby. Whenever in this Resolution any ~4 officer of the City is authorized to execute or countersign any 15 document or take any action, such execution, countersigning or ~6 action may be taken on behalf of such officer by any person ~7 designated by such officer to act on his or her behalf in the case ~8 such officer shall be absent or unavailable. The City hereby ~9 appoints the Mayor as agent of the City for purposes of executing 20 any and all documents and instruments which any officer of the City 21 is authorized to execute hereunder. 22 23 The City hereby authorizes the Underwriter to invest 24 funds held in the Escrow Account established under the Escrow 25 Agreement and the Reserve Fund established under the Indenture in 26 Permitted Investments as defined in the Indenture. The City hereby e 27 authorizes the transfer of certain reserve fund agreements from the 28 Prior Bond funds to the funds and accounts established under the - 5 - f'7~ \ r-------- - . ~ Indenture. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY 3 THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED 4 THERETO 5 Section 6. Effective Date. This Resolution shall 6 take effect from and after the date of its passage and adoption. 7 8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of 9 San Bernardino at a meeting ~o thereof, held on the day of , 1997, n by the following vote, to wit: ~2 Council: ~ ~ ABSTAIN ABSENT 13 NEGRETE . CURLIN ~4 ARIAS OBERHELMAN is DEVLIN ANDERSON ~6 MILLER n U City Clerk H The foregoing resolution is hereby approved this day of , 1997. 20 2~ Mayor of the City of 22 San Bernardino Approved as to form and 23 lagal CO~ 24 By: <Z Special nsel 25 26 . 27 SBEO\0168\COC\OO9.2 28 - 6 - {9-1 . FROM SABO & GREEN A PkO"~'iJONAL CORPORATION AlTORNEYSAT LAW 101 NORTH "E" STREET SUITE 106 SAN BERNARDIN09 CA 92401 TO Huston Carlyle rtb V J tt.J~ I ~ ()) VaT <;'/~ Entered into Record It Council/CmyOevCms Mtg: by re Agenda Item ?.., I ;7/7/97 ~ity Clerk/COC Secy Clly of San Bernardino 7 i7!?7 f?s.:t..L 1 RESOLUTION NO. 2 5 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED THERETO 3 4 6 7 WHEREAS, the City of San Bernardino (the "City") and the 8 Redevelopment Agency of the City of San Bernardino (the "Agency") 9 have heretofore entered into a Joint Exercise of Powers Agreement 10 establishing the San Bernardino Joint Powers Financing Authority 11 (the "Authority") for the purpose, among other things, of issuing 12 bonds to be used to make loans to finance certain activities of the 13 City and the Agency; and 14 15 WHEREAS, the Authority and Security Pacific National 16 Bank, as succeeded as trustee by First Trust of California, 17 National Association, entered into that certain Indenture of Trust 18 dated as of September 27, 1989, which provided for the issuance of 19 the San Bernardino Joint Powers Financing Authority Public 20 Facilities Lease Revenue Bonds, 1989 Series A (the "Prior Bonds") 21 which were secured by lease payments to be made by the City; and 22 23 WHEREAS, the City has requested that the Authority and 24 the Agency assist in refinancing the City's obligations in 25 connection with the Prior Bonds; and 26 27 WHEREAS, the Authority has determined to issue its Public 28 Facilities Lease Revenue Refunding Bonds, 1997 Series A, in the - 1 - 1 principal amount of not to exceed $10,500,000 (the "Bonds") 2 pursuant to and secured by the Indenture of Trust dated as of July 3 1, 1997 (the "Indenture") and loan the proceeds thereof to the 4 Agency; and 5 6 WHEREAS, in order to carry out the financing, the 7 Authority shall enter into a Loan Agreement with the Agency dated 8 as of July 1, 1997 (the "Loan Agreement") which shall be secured by 9 certain Base Rental Payments to be made by the City to the Agency 10 under that certain Library and Fire Station Lease Agreement dated , 11 as of July 1, 1997 (the "Library and Fire Station Lease"); and 12 13 WHEREAS, the Authority shall assign its right to receive 14 payments under the Loan Agreement (the "Payments"), its right to 15 enforce payment of the Payments and otherwise to enforce its 16 interest and rights under the Loan Agreement in the event of a 17 default thereunder by the City, to the Trustee pursuant to the 18 Indenture to provide for the repayment of the Bonds; and 19 20 WHEREAS, the proceeds of the Bonds will be applied to 21 refund the Prior Bonds, fund capitalized interest and a reserve 22 fund and pay costs of issuance of the Bonds; and 23 24 WHEREAS, Miller & Schroeder Financial, Inc. , as 25 prospective underwriter of the Bonds (the "Underwriter") has 26 informed the Authority that it intends to submit an offer to 27 purchase the Bonds and shall cause to be prepared a Preliminary 28 Official Statement and an Official Statement relating to such - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Bonds, as may be necessary in the sale and marketing of the Bonds, the form of which Preliminary Official Statement is presently on file with the Secretary of the Authority; and WHEREAS, the City has determined to approve the issuance of the Bonds and the execution of the Library and Fire Station Lease, and has duly considered such transactions and seeks at this time to approve said transaction and documents in the public interests of the City. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Determinations. The City hereby finds and determines that the refinancing of the City's obligations under the Prior Bonds and the execution of the Library and Fire Station Lease will result in significant public benefits. Section 2. ADDroval of Final Form of Librarv and Fire Station Lease. The City hereby authorizes and approves the form of Library and Fire Station Lease presently on file with the City Clerk together with any changes therein or additions thereto as may be approved by the Mayor when such terms and conditions have been ascertained. The City hereby further authorizes and directs that the form of the Library and Fire Station Lease presently on file wi th the City Clerk be converted into the final form thereof, together with such changes or modifications as deemed necessary or - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 desirable by the Mayor upon the recommendation of bond counsel. The Mayor or such other authorized officer of the City is hereby authorized and directed to execute and deliver, and the City Clerk is hereby authorized and directed to attest to, the final form thereof when the same has been prepared. Section 3. Issuance of the Bonds: Ap9roval of Form of Indenture of Trust. The City hereby authorizes the issuance of the Bonds under and pursuant to the Act, the Government Code of the State of California and the Indenture of Trust (The "Indenture") on file with the City Clerk, in the principal amount not to exceed $10,500,000 and the preparation of certain financing documents related thereto which are necessary to carry out the issuance of the Bonds. Section 4. Aooroval of Final Form of Continuina Disclosure Aareement and Escrow Agreement. The City hereby approves the forms of Continuing Disclosure Agreement and Escrow Agreement presently on file with the City Clerk (the "Agreements") together with any changes therein or additions thereto as may be approved by the Mayor when such terms and conditions have been ascertained. The City hereby further authorizes and directs that the forms of Agreements presently on file with the City Clerk be converted into the final forms thereof, together with such changes or modifications as deemed necessary or desirable by the Mayor upon the recommendation of Bond Counsel. The Mayor or such other authorized officer of the City is hereby authorized and directed to execute and deliver, and the City Clerk is hereby authorized and - 4 - I. , I 1 directed to attest to, the final forms of the Agreements when the 2 same has been prepared and such execution and delivery shall be 3 deemed to be conclusive evidence of the approval thereof. 4 5 Section 5. Official Action. The Mayor, the City 6 Clerk, Bond Counsel and any and all other officers or agents of the 7 City are hereby authorized and directed, for and in the name and on 8 behalf of the City, to do any and all things and take any and all 9 actions, including execution and delivery of any and all 10 assignments, agreements, notices, consents, instruments of 11 conveyance, warrants and other documents, which they, or any of 12 them, may deem necessary or advisable in order to consummate the 13 transaction contemplated hereby. Whenever in this Resolution any 14 officer of the City is authorized to execute or countersign any 15 document or take any action, such execution, countersigning or 16 action may be taken on behalf of such officer by any person 17 designated by such officer to act on his or her behalf in the case 18 such officer shall be absent or unavailable. The City hereby 19 appoints the Mayor as agent of the City for purposes of executing 20 any and all documents and instruments which any officer of the City 21 is authorized to execute hereunder. 22 23 The City hereby authorizes the Underwriter to invest 24 funds held in the Escrow Account established under the Escrow 25 Agreement and the Reserve Fund established under the Indenture in 26 Permitted Investments as defined in the Indenture. The City hereby 27 authorizes the transfer of certain reserve fund agreements from the 28 Prior Bond funds to the funds and accounts established under the - 5 - 1 Indenture. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING THE ISSUANCE OF CERTAIN LEASE REVENUE BONDS BY 3 THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY AUTHORIZING A CERTAIN LEASE AGREEMENT AND THE FORMS OF CERTAIN DOCUMENTS RELATED 4 THERETO 5 6 Section 6. Effective Date. This Resolution shall 7 take effect from and after the date of its passage and adoption. 8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of 9 San Bernardino at a meeting 10 thereof, held on the day of , 1997, 11 by the following vote, to wit: 12 ~ l:!KiS. ABSTAIN ABSENT City Clerk The foregoing resolution is hereby approved this , 1997.