HomeMy WebLinkAboutR04-Economic Development Agency
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SBEOOIOO-29/3310S/dc
12113/89 1040
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE
ISSUANCE OF CERTAIN TAX ALLOCATION BONDS, 1989
SERIES B THROUGH 1989 SERIES G, INCLUSIVE, OF THE
SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY
AND THE BORROWING BY THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO OF THE PROCEEDS
THEREFROM PURSUANT TO CERTAIN RELATED LOAN
AGREEMENTS
WHEREAS,
the
Redevelopment Agency of
the Ci ty
of
San Berna rdino (the "Agency") is a redevelopment agency (a publ ic
body, corporate and politic) duly created and existing pursuant to
the Community Redevelopment Law (Part 1 of Division 24, commencing
with Section 33000) of the Health and Safety Code of the State of
California (the "Community Redevelopment Law"); and
WHEREAS, the City of San Bernardino (the "City") and the
Redevelopment Agency of the City of San Bernardino (the "Agency")
have heretofore entered into a Joint Exercise of Powers Agreement
establishing
San Bernardino Joint
the
Powers Authority
(the
"Authority") for the purpose of issuing its bonds to be used to ma~e
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loans to any of its members to finance public capital improvements;
and
WHEREAS, the Authority proposes at this time to issue its
Tax Allocation Bonds, 1989 Series B, 1989 Series C, 1989 Series D,
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1989 Series E, 1989 Series F and 1989 Series G in a total aggregate
principal amount approximately equal to $42,500,000 (COllectively,
the 1989 Series B Bonds through the 1989 Series G Bonds, inclusive,
are referred to herein as the "Bonds") for the purpose of providing
funds to make certain loans (the "Loans") to the Agency in a tot a 1
principal amount approximately equal to $42,500,000 to finance
certain
public
capital
improvements
of
the
Agency
in
the
redevelopment of various redevelopment project areas located within
the City of San Bernardino, California; and
WHEREAS, the Loans will be made by the Authority to the
Agency pursuant to certain Loan Agreements relating to each of the
above described series of Bonds and each of which shall be dated as
e of December 1, 1989 (COllectively, the "Loan Agreements"), by and
among the Agency, the Authority and Security Pacific National Bank,
as trustee (the "Trustee"), a form of which is presently on file
with the Secretary of the Agency; and
WHEREAS, pursuant to the Communi ty Redevelopment Law, the
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Agency has the power and authority to borrow moneys for the purpoSe
of financing certain public improvements in its redevelopment
project areas within the City of San Bernardino, California; and
WHEREAS, pursuant to the Community Redevelopment Law, the
Agency now desires to borrow certain amounts under the Loan
Agreements for the purpose of paying the costs of acquisition,
e construction and installation of its various redevelopment projects;
and
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WHEREAS, the Mayor and Common Council have duly considered
such transactions and documentation and wish at this time to approve
said transactions and documentation in the public interests of the
City;
NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
Section 1.
Approval of the Authority Bonds.
The Mayor
and Common Council hereby approve the issuance by the Authority of
its Bonds in a total principal amount approximately equal to
$42,500,000 for the purpose of providing funds to make certain loans
(the
"Loans")
in
to
the Agency
total
principal
amount
a
approximately equal to $42,500,000 to finance certain public capital
improvement projects and certain other costs related thereto within
or benefitting the hereinafter described redevelopment project areas
of the Agency. The Mayor and Common Council hereby further approve
the Loans to the Agency and the borrowing of funds by the Agency for
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the purpose of financing certain redevelopment projects wi thin Hie
South Valle Redevelopment Project, the State College Project No.4,
the Tri-City Redevelopment Project Area, the Northwest Redevelopment
Project, the Southeast Industrial Park Redevelopment Project Area
and the Uptown Redevelopment Project pursuant to the terms of each
Loan Agreement to be entered into by the Agency for the applicable
Project Area.
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Section 2.
Official
Actions.
The Mayor and Common
... Council, the City Clerk, and any and all other officers of the City
are hereby authorized and directed, for and in the name and on
behalf of the City, to do any and all things and to take any and all
actions,
including
execution
and
delivery
of
any
and
all
assignments,
certificates,
requisitions,
agreements,
notices,
consents, warrants and other documents which they, or any of them.
may deem necessary or advisable in connection with the execution and
delivery of the Bonds and the borrowing by the Agency of the
proceeds derived the ref rom pu rsuant to the Loan Ag reements and any
related closing documents, as required, and the consummation of the
transactions described herein and therein.
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Section 3.
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Effective Date.
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This Resolution shall take
effect from and after the date of its passage and adoption.
I HEREBY
adopted by the
San Bernardino at
held on the
the following vote,
AYES:
NAYS:
ABSENT:
CERTI FY
Mayor
a
the foregoing
Common Counci 1
resolution
of the
meeting
that
and
day of
to wit:
Council Members
was dUly
Ci ty of
thereof,
1989, by
City Clerk
day of
The foregoing resolution is hereby approved this
, 1989.
Mayor of the City of
San Bernardino
Approved as to form and legal content:
BY:~)
'/C y Att ey
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
I, SHAUNA CLARK, City Clerk in and for
San Berna rdino, DO HEREBY CERTIFY that the foregoing
copy of San Bernardino City Resolution No.
true and correct copy of that now on file in this office.
the
and
.
is
City of
attached
a full,
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official seal of the City of San Bernardino this day of
, 1989.
City Clerk
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SBE00100-1/3266S/1w
12/13/89 1010
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RESOLUTION NO.
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 APPROXIMATELY EQUAL TO
$42,500,000 RELATING TO VARIOUS SAN BERNARDINO
REDEVELOPMENT PROJECT AREAS, AUTHORIZING THE FORM
OF CERTAIN LEGAL DOCUMENTS RELATED THERETO AND
AUTHORIZING AND DIRECTING THE PREPARATION,
EXECUTION AND DELIVERY OF THE FORMS THEREOF
WHEREAS, the City of San Bernardino (the "City") and the
Redevelopment Agency of the City of San Bernardino (the "Agency")
have heretofore entered into a Joint Exercise of Powers Agreement
establishing
the San Bernardino
Joint
Powers Authority
(the
e "Authority") for the purpose of issuing its bonds to be used to make
loans to any of its members to finance public capital improvements;
and
WHEREAS, the Authority proposes at this time to issue its
Tax Allocation Bonds, 1989 Series B, 1989 Series C, 1989 Series D,
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1989 Series E, 1989 Series F, and 1989 Series G in a total aggreg~e
principal amount approximately equal to $42,500,000 (collectively,
the 1989 Series B Bonds through the 1989 Series G Bonds, inclusive,
are referred to herein as the "Bonds") for the purpose of providing
funds to make certain loans (the "Loans") to the Agency in a total
aggregate principal amount approximately equal to $42,500,000 to
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finance certain public capital improvements of the Agency in the
redevelopment of various redevelopment project areas located within
the City of San Bernardino, California; and
WHEREAS, the Loans to the Agency from the Authority shall
be made pursuant to and in accordance with certain Loan Agreements
with respect to the South Valle Redevelopment Project, the State
College Proj ect No.4, the Tri-Ci ty Redevelopment Proj ect Area, the
Northwest Redevelopment Project, the Southeast Industrial Park
Redevelopment Project Area and the Uptown Redevelopment Project
(collectively, the "Project Areas"), each dated as of December 1,
1989 (collectively, the "Loan Agreements"), by and among the Agency,
the Authority and Security Pacific National Bank, as trustee (the
. "Trustee"), a form of which has been prepared and is presently on
file with the Secretary of the Commission; and
WHEREAS, Miller & Schroeder Financial, Inc., as prospective
underwriter of the Bonds (the "Underwriter") has informed the
Authority that it intends to submit an offer to purchase the Bonds
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and shall cause to be prepared a Preliminary Official Statement tnct
an Official Statement relating to such Bonds as may be necessary in
the sale and marketing of any and all of the series of Bonds, a form
of which is presently on file with the Secretary of the Authority;
and
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WHEREAS, the Agency is authorized pursuant to Section 33601
of the Health and Safety Code of the State of California to borrow
moneys for redevelopment purposes; and
WHEREAS, the Commission has determined to approve the
borriwing by the Agency of certain amounts representing proceeds of
the sale of each of the series of Bonds under the Loan Agreements
for the purpose of paying the costs of acquisition, construction and
installation of its various redevelopment projects; and
WHEREAS,
the
Commission
has
duly
considered
such
transactions and wishes at this time to approve said transactions in
the public interests of the Agency;
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION ACTING
ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1.
Determinations.
The Commission hereby finds
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and determines that the issuance of the Bonds by the Authority w~ll
result in significant public benefits, consisting of demonstrable
savings in any and all of the fOllowing: effective interest rates,
bond preparation, bond underwriting or bond issuance costs.
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Section 2.
Authorization of Loans; Approval of Loan
Aqreements.
The Commission hereby authorizes and approves the Loans
to be made to the Agency by the Authority in the total aggregate
principal amount approximately equal to $42,500,000 pursuant to and
in accordance with the terms of the Loan Agreements for the purpose
of financing certain public capital improvement projects of the
Agency and certain other costs related thereto within or benefitting
the Proj ect Areas.
The Commission hereby approves the form of the
Loan Agreement as presently on file with the Secretary of the
Commission, together wi th any changes therein or addi tions thereto
as may be approved by the Chairman and as necessary to incorporate
the principal amounts,
interest rates, maturity and prepayment
dates, pledge of security thereunder and such other terms and
condi tions with
respect to each Loan made for each of the
above-specified Project Areas and in connection with the application
series
of
Bonds
when
such
and condi t ions
terms
have
been
ascertained.
The Commission hereby further authorizes and directs
that the form of the Loan Agreement be converted into the final
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forms of the Loan Agreements with respect to each of the Loans to be
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made for each of the Project Areas.
The Chairman, Vice-Chairman~ot
such other members of the Commission are hereby authorized and
directed to execute and deliver, and the Secretary or Assistant
Secretary is hereby authorized and directed to attest to and affix
the seal of the Commission to, the final form of each of the Loan
Agreements when the same has been prepared for each of the Project
Areas for and in the name of and on behalf of the Agency and such
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execution and delivery shall be deemed to be conclusive evidence of
the approval thereof. The proceeds of the Loans shall be applied by
the Agency to finance certain redevelopment projects for the Project
Areas specified therein and for the purposes and in the amounts as
set forth in the Loan Agreements.
The Commission hereby authorizes
the delivery and performance of the Loan Agreements.
Section 3.
Official
Actions.
The
Chairman,
Vice-Chairman and other members of the Commission, the Secretary,
Assistant Secretary,
counsel to the Commission,
the Executive
Director of the Agency, Agency Counsel and any and all other members
and officers of the Commission and the Agency are hereby authorized
and directed, for and in the name and on behalf of the Agency, to do
e any and a 11 things and to take any and a 11 act ions, including
execution and delivery of any and all assignments, certificates,
requisitions,
agreements,
notices,
consents,
instruments
of
conveyance, warrants and other documents which they, or any of them,
may deem necessary or advisable in connection with the execution and
delivery of the Loan Agreements and the consummation of the
transactions described herein and therein. ~ -
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The Commission hereby acknowledges that, in connection with
the authorization of the issuance of the Bonds by the Authority
pursuant to the applicable Indentures, a form of which is presently
on file with the Secretary of the Authority, the Underwriter has
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submitted the proposed bond transactions to certain municipal bond
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insurance
companies
for
consideration in
connection
with
the
issuance
of municipal
bond
insurance po I icies
insuring
payment
of
the principal of and interest on all or any series of the Bonds and
to certain municipal bond rating agencies for consideration in
connection with the rating of all or any series of the Bonds. The
Commission hereby approves and authorizes revisions in the form of
Loan Agreement presently on file with the Secretary of the
Commission and the preparation of the necessary Loan Agreements for
each series of Bonds, such Loan Agreements to be executed by the
Agency in connection with the issuance of each of the series of the
Authori ty' s Bonds and the loan of the proceeds derived therefrom
pursuant to such Loan Agreements, as such revisions and preparation
of the final forms thereof are approved by the Chairman upon the
. recommendation of Bond Counsel; such revisions including, but not
limited to, the issuance of one or more series of the Authority's
Bonds and the making of one or more Loans to the Agency In
connection therewith and the necessary preparation of additional
indentures, loan agreements, purchase agreements and preliminary
official statements in connection with the issuance, sale and
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,- delivery of such additional series of Bonds and making of such Loans
as may be requested by any municipal bond insurance companies, any
nationally recognized municipal bond rating agencies if any or all
of such series of Bonds shall be insured by such municipal bond
insurance companies or if any or all of such series of Bonds shall
be rated by any nationally recognized municipal bond rating agencies
.
or if any or all such series of Bonds shall be sold and marketed
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without a rating or without municipal bond insurance, as required
for the marketing and sale of the Bonds by the Underwriter.
The
Commission hereby approves and authorizes the issuance of such
addi t iona I series of Authori ty Bonds, and the loan of the proceeds
therefrom to the Agency and the form of Loan Agreement on file with
Secretary of the Commission relating to such series and such
approval and authorization shall be deemed final and conclusive
authority for the issuance of the Bonds and the borrowing of the
proceeds therefrom; provided, however, that such additional series
of Bonds shall be issued in accordance with an Indenture relating to
such ser ies of bonds and the proceeds theref rom sha 11 be loaned to
the Agency pursuant to the Loan Agreement relating to the Project
Area designated therein, all as shall be consented to by the
Chairman of the Commission. The Commission hereby authorizes the
Chairman, the Vice-Chairman, the Secretary, the Assistant Secretary,
the Executive Director or such other authorized officers of the
Commission and the Agency to execute and deliver such additional
documents,
closing
agreements
and
certificates
required
in
connection with the issuance of the Bonds and the borrowing of the
proceeds
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transact1@s
therefrom and
the
consummation
of
the
contemplated thereby, including, but not limited to, the submission
of any and all documents to municipal bond rating agencies and
municipal bond insurance companies and the distribution of any
offering documents in connection with the sale of the Bonds to
prospective purchasers thereof.
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Section 4.
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Effective Date.
take
This Resolution shall
effect from and after the date of its passage and adoption.
The foregoing resolution is hereby approved this
of
, 19
day
By:
Chairman of the
Community Development Commission
of the City of San Bernardino
By:
Secretary of the
Community Development Commission
of the City of San Bernardino
Approved as to form and legal content:
By: /k/1H. ~/~~A..-I
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Development
Resolution
adopted
Commission
below, and
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SECRETARY'S CERTIFICATE
OF
ADOPTION AND AUTHENTICATION
Secretary of the Community
Commission, DO HEREBY CERTIFY that the attached
is a true and correct copy of Resolution No.
,19 , by the Community Development
of the City of San Bernardino, by the vote set forth
that said Resolution has not been amended or repealed.
COMMISSION MEMBERS
ESTHER R. ESTRADA
JACK REILLY
JESS FLORES
MICHAEL MAUDSLEY
TOM MINOR
VALERIE POPE-LUDLAM
NORINE MILLER
DATED:
[SEAL]
SBEOOIOO-l/3266S
Check Appropriate Box
YEAS
NAYS
ABSENT
ABSTAIN
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, 1989.
Secretary of the Community
Development Commission of the City
of San Bernardino
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STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
CITY OF SAN BERNARDINO
I ,
Redevelopment Agency of
that the forgoing and
Resolution No. is
file with this office.
.
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)
) ss.
)
, Secretary in and for the
the City of San Bernardino DO HEREBY CERTIFY
attached copy of the Redevelopment Agency
a full, true and correct copy of that now on
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official seal of the Redevelopment Agency of the City of
San Bernardino, this day of , 1989.
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SBE00100-2/3267S/lw
12/13/89 1020
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RESOLUTION NO.
RESOLUTION OF THE SAN BERNARDINO JOINT POWERS
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF A
TOTAL AGGREGATE PRINCIPAL AMOUNT APPROXIMATELY
EQUAL TO $42,500,000 OF TAX ALLOCATION BONDS,
1989 SERIES B THROUGH 1989 SERIES G, INCLUSIVE,
APPROVING THE FORM OF LEGAL DOCUMENTS RELATED
THERETO AND AUTHORIZING AND DIRECTING
PREPARATION, EXECUTION AND DELIVERY OF THE FINAL
FORMS THEREOF
WHEREAS, the Ci ty of San Bernardino (the "City") and the
Redevelopment Agency of the City of San Bernardino (the "Agency")
have heretofore entered into a Joint Exercise of Powers Agreement
establishing
the
San Bernardino
Joint
Powers Authority
(the
"Authority") for the purpose of issuing its bonds to be used to make
. loans to any of its members to finance public capital improvements;
and
WHEREAS, the Authority proposes at this time to issue its
Tax Allocation Bonds, 1989 Series B, 1989 Series C, 1989 Series D,
1989 Series E, 1989 Series F and 1989 Series G in a total aggregate
-
principal amount approximately equal to $42,500,000 (collectivel'y;
the 1989 Series B Bonds through the 1989 Series G Bonds, inclusive,
are referred to herein as the "Bonds") pursuant to the Marks-Roos
Local Bond Pooling Act of 1985, codified at Section 6584, et~.,
of the California Government Code (the "Marks-Roos Act"), and
pursuant to certain Indentures of Trust each dated as of December 1,
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1989 (collectively, the "Indentures"), by and between the Authority
and Security Pacific National Bank, as trustee (the "Trustee"), a
form of which is presently on file with the Secretary of the
Authority; and
WHEREAS, the proceeds of the Bonds will be loaned to the
Agency pursuant to and in accordance with certain Loan Agreements
with respect to the South Valle Redevelopment Project, the State
College Project No.4, the Tri-City Redevelopment Project Area, the
Northwest Redevelopment Project,
the Southeast Industrial Park
Redevelopment Project Area and the Uptown Redevelopment Project
(collectively, the "Project Areas"), each dated as of December 1,
1989 (collectively, the "Loan Agreements"), by and among the
.
Authority, the Agency and the Trustee, a form of which is presently
on file with the Secretary of the Authority; and
WHEREAS, the Authority proposes to secure each series of
Bonds with a pledge of the revenues and an assignment of its rights
under the applicable Loan Agreement relating to each such series; and
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WHEREAS, Miller & Schroeder Financial, Inc., as prospective
underwriter of the Bonds (the "Underwriter") has informed the
Authority that it intends to submit an offer to purchase the Bonds
and shall cause to be prepared a Preliminary Official Statement and
an Official Statement relating to such Bonds, as may be necessary in
the sale and marketing of any and all of such series of Bonds, a
. form of which is presently on file with the Secretary of the
Authority; and
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WHEREAS, the Board has duly considered such transactions
and wishes at this time to approve said transactions in the public
interests of the Authority;
NOW, THEREFORE, THE SAN BERNARDINO JOINT POWERS FINANCING
AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1.
Findings and Determinations.
Pursuant to
the Marks-Roos Act, the Board hereby finds and determines that the
issuance of the Bonds will result in savings in effective interest
rates, bond preparation, bond underwriting and/or bond issuance
costs and thereby will result in significant public benefits to its
members within the contemplation of Section 6586 of the Marks-Roos
Act.
Section 2.
Issuance of the Bonds; Approval of Form of
Indenture; Authorization and Direction of Preparation of Final Forms
Thereof.
The Board hereby authorizes the issuance of the Bonds
under and pursuant to the Marks-Roos Act and the Indentures in a
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total aggregate principal amount approximately equal to $42,500, Woo
and the preparation of certain financing documents related thereto
which are necessary to carry out the issuance of any and all of the
series of Bonds, the loan of proceeds therefrom to the Agency and
the financing of various redevelopment projects within each of the
above described Project Areas.
The Board hereby approves the form
of Indenture as presently on file with the Secretary of the
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Authority with such changes thereto as may be approved by the
Chairman of the Authority and as necessary to incorporate the
principal amounts, interest rates, maturity and redemption dates and
such other terms and conditions with respect to each series of Bonds
when such terms and condi t ions have been ascertained.
The Board
hereby further authorizes and directs that the form of Indenture
present ly on file wi th the Secretary be converted into the fina I
forms of Indentures, each of which authorizes the issuance of the
applicable
series
of
Bonds
together
with
such
changes
or
modification as deemed necessary or desirable by the Chairman of the
Authority upon the recommendation of Bond Counselor as requested by
any municipal bond rating agency or municipal bond insurance
company.
The Chairman, Vice-Chairman or such other authorized
e officer of the Authority is hereby authorized and directed to
execute and deliver, and the Secretary or Assistant Secretary is
hereby authorized and directed to attest to, the final form of each
Indenture when the same has been prepared for and in the name of the
Authori ty. and such execut ion and del i very shall be deemed to be
conclusive evidence of the approval thereof.
The Board hereby
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authorizes the delivery and performance of the Indentures.
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Section 3.
Approva I of Fina I Form of Loan Ag reement.
The Board hereby approves the form of Loan Agreement present ly on
file with the Secretary together with any changes therein or
additions thereto as may be approved by the Chairman and as
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necessary to incorporate the principal amounts, interest rates,
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matur i ty and prepayment dates, pledge of securi ty thereunder and
such other terms and conditions with respect to each Loan made with
respect to each of the above-specified Project Areas and in
connection with the applicable series of Bonds when such terms and
conditions
have
been
ascertained.
The
Board
hereby
further
authorizes and directs that the form of Loan Agreement presently on
file with the Secretary be converted into the final forms of Loan
Agreements with
respect to each Loan made for each of the
above-specified Project Areas,
together with
such changes
or
modifications as deemed necessary or desirable by the Chairman of
the Authority upon the recommendation of Bond Counselor as may be
requested by any municipal bond rating agency or municipal bond
insurance company.
The Chairman,
Vice-Chairman or such other
authorized officer of the Authority
is hereby authorized and
directed to execute and deliver, and the Secretary or Assistant
Secretary is hereby authorized and directed to attest to, the final
form of each Loan Agreement when the same has been prepared with
respect to each of the Project Areas for and in the name of the
Authority, and such execution and delivery shall be deemed to be
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conclusive evidence of the approval thereof.
The Board her~y
authorizes the delivery and performance of the Loan Agreements.
Section 4.
Sale
of
the
Bonds.
The
Board
hereby
approves the sale of the Bonds by negotiated purchase with the
Underwriter, pursuant to certain Bond Purchase Agreements to be
prepared with respect to each of the series of Bonds and as shall be
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provided by the Underwriter prior
to the time of purchase of the
Bonds (collectively, the "Purchase
Agreements"), and the sale of
each series of Bonds pursuant to the applicable Purchase Agreement
is hereby approved.
The Board 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 or an authorized representative of the Chairman, and as
necessary to incorporate the principal amounts, the interest rates,
the purchase prices and such other terms and conditions with respect
to the negotiated sale to the Underwriter of each series of Bonds
when such terms and condi tions have been ascertained.
The Board
hereby authorizes
and di rects
the Underwriter
to
cause
the
preparation of the final Purchase Agreements of which such terms are
. a part, and the Chairman, the Vice-Chairman or such other authorized
officer of the Authority is hereby authorized and directed to
evidence the Authority's acceptance of the offer made by each said
Purchase
Agreement
by
executing
and delivering
the Purchase
Agreement in said form as on file with such changes therein as the
officer or the officers executing the same may approve, such
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approval to be conclusively evidenced by the execution and delivefrY
thereof.
Section 5.
Official
Statement.
The
Board
hereby
approves the form of the Preliminary Official Statement presently on
file
with
the Secretary.
The Board
further
authorizes
the
.
preparation and distribution of a Preliminary Official Statement or
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Preliminary Official Statements as shall be necessary or required in
connection with the sale of all or any series of the Bonds to
prospective purchasers thereof.
The Board hereby authorizes and
directs that each such 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, upon the
recommendation of Bond Counsel and the Underwriter.
The Board
hereby
authorizes
distribution
of
the
Preliminary
Official
Statements and the final Official Statements with respect to any and
a 11 of the ser ies of Bonds by the Underwri ter when the same have
been prepared.
The Chairman is hereby authorized and directed to
execute the final forms of said Official Statements in the name and
. on behalf of the Authority and to deliver the same to the
Underwr i te r upon execut ion thereof, together wi th the changes 0 r
modifications approved by the Chairman.
Execution of said final
Official Statements shall
be conclusive evidence of
approval
thereof, including any such changes and additions.
Section 6.
Official
Action.
The
Chairman,
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t;:he
Secretary, the Authority Counsel and any and all other officers of
the Authority are hereby authorized and directed, for and in the
name and on behalf of the Authority, to do any and all things and
take any and all actions, including execution and delivery of any
and
all
assignments,
certificates,
requisitions,
agreements,
e
notices, consents, instruments of conveyance, warrants and other
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.
.
documents, which they, or any of them, may deem necessary or
advisable in order to consummate the lawful issuance and sale of any
and all of the series of Bonds as described herein, including, but
not limi ted to, the submi ss ion of any and a 11 documents to any
municipal bond rating agency and any municipal bond insurance
companies
and
the
distribution
of
the
Preliminary
Official
Statements to any prospective purchasers when the same shall become
available for distribution.
Whenever in this Resolution any officer
of the Authority is authorized to execute or countersign any
document or take any action, such execution, countersigning or
action may be taken on behalf of such officer by any person
designated by such officer to act on his or her behalf in the case
such officer shall be absent or unavailable.
The Board hereby
. appoints its Chairman as agent of the Authority for purposes of
executing any and all documents and instruments which any officer of
the Authority is authorized to execute hereunder.
The Board hereby aCknowledges that, in connection with the
authorization of the issuance of the Bonds hereunder and under the
.Yo.,..
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applicable Indentures, a form of which is presently on file with ~e
Secretary of the Authority, the Underwriter has submitted the
proposed bond transactions to certain municipal bond insurance
companies for consideration in connection with the issuance of
municipal bond insurance pOlicies insuring payment of the principal
of and interest on all or any series of the Bonds and to certain
municipal bond rating agencies for consideration in connection with
.
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.
e
the rating of all or any series of the Bonds. The Board hereby
approves and authorizes revisions in the form of Indenture, Loan
Agreement, Purchase Agreement and Preliminary Official Statement
presently on file with the Secretary of the Authority and the
preparation of the necessary Indentures, Loan Agreements, Purchase
Agreements, Preliminary Official Statements and Official Statements
for each series of Bonds, such Indentures, Loan Agreements, Purchase
Agreements, Preliminary Official Statements and Official Statements
to be executed by the Authority in connection with the issuance of
each of the ser ies of the Authori ty' s Bonds and the loan of the
proceeds derived therefrom pursuant to such Loan Agreements, as such
revisions and preparation of the final forms thereof are approved by
the Chairman upon the recommendation of Bond Counsel; such revisions
e including, but not limited to, the issuance of one or more series of
the Authority's Bonds and the making of one or more Loans to the
Agency in connection therewith and the necessary preparation of
additional indentures,
loan agreements, purchase agreements and
preliminary official statements in connection with the issuance,
sale and delivery of such additional series of Bonds and making of
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such Loans as may be requested by any municipal bond insurattce
companies if any or all of such series of Bonds shall be insured by
such
municipal
bond
insurance
companies
or,
any
nationally
recognized municipal bond rating agencies if any or all of such
series of Bonds shall be rated by any nationally recognized
municipal bond rating agencies or, if any or all such series of
e
Bonds shall be sold and marketed without a rating or without
municipal bond insurance, as required for the marketing and sale of
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e
the Bonds by the Underwriter.
The Board hereby approves and
authorizes the issuance of such additional series of Authority
Bonds, and the loan of the proceeds therefrom to the Agency and the
form
of
Indenture,
Loan
Agreement,
Purchase
Agreement
and
Preliminary Official Statement on file with Authority Secretary
relating to such series and such approval and authorization shall be
deemed final and conclusive authority for the issuance of the Bonds
and the borrowing of the proceeds therefrom; provided, however, that
such additional series of Bonds shall be issued in accordance with
an Indenture relating to each such series of Bonds and the proceeds
therefrom shall be loaned to the Agency pursuant to the Loan
Agreement relating to the Project Area designated therein; and such
series of Bonds shall be sold at a purchase price and shall bear
e interest per annum in accordance with the terms of a Purchase
Agreement entered into between the Underwriter and the Authority
relating to each such series of Bonds, all as shall be consented to
by the Chairman of the Authority.
The Board hereby authorizes the
Chairman, Vice-Chairman, Secretary, Assistant Secretary or such
other authorized officers of the Authority to execute and deliver
..
such additional documents,
agreements and closing certifica~es
required in connection with the issuance of the Bonds and the
borrowing of the proceeds therefrom and the consummation of the
transactions contemplated thereby, including, but not limited to,
the submission of any and all documents to municipal bond rating
agencies and municipal bond insurance companies and the distribution
e
of any offering documents in connection with the sale of any and all
of the series of the Bonds to prospective purchasers thereof.
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Section 7. Effective Date; Subiect to Agency Approval.
This Resolution shall take effect from and after its passage and
adoption.
This Resolution shall be sUbject in all respects to the
approval by the Agency of the execution and delivery of the Loan
Agreements and to the issuance of the Bonds by the Authority.
The foregoing resolution is hereby approved this
day
of
, 19
By:
Chairman of the
San Bernardino Joint Powers
Financing Authority
Approved as to form and legal content:
By, ~.,< J
SBEOOlOO-2/3267S
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.
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
.
I, SHAUNA CLARK, Secretary for the San Bernardino Joint
Powers Financing Authority DO HEREBY CERTIFY that the foregoing and
attached copy of the Resolution of the San Bernardino Joint Powers
Financing Authority No. is a full, true and correct copy of
that now on file in this office.
IN WITNESS
the official seal
Authority this
WHEREOF,
of the
day of
I have hereunto set my
San Bernardino Joint
, 1989.
hand and affixed
Powers Financing
Shauna Clark
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