HomeMy WebLinkAboutR18-Economic Development Agency
.
o
o
o
-
11m
-
'J~
..
J
o
o
DEVBLOPMDIT DBPAiu.n6n,[ OF TIIB
CITY OF SAR BEmwmIBO
. HOlIEST FOR COMMISSION/COUlfCIL ACTION
From:
1CEl'lDETH J. HENDERSON
Executive Director
Subject:
CDTRAL CITY PROIIElW>E
SCIllJRGIN DEVBLOPMDIT
Date:
J1D1e 7, 1991
-------------------------------------
Synopsis of Previous C~ssiODlCouneillC~ttee Action:
On December 17, 1984, the Mayor and Common C01D1ci1 adopted Resolution
Number 84-547 providing for the issuance of Industrial Development
Revenue Bonds, Series 1984A, Central City Promenade Project.
On November 3D, 1989, the Mayor and Common C01D1ci1 approved Amendment
Number One to the Loan Agreement and Supplement Number One to the
Indenture.
(Synopsis Continued to Next Page)
Reco_ended Motion:
(Mavor .nd COBBan Cnnn,.il ')
RESOLUTION OF TIIB KAYOR AND COIIIOB COUIICIL OF TIIB CITY OF
SAR B1nHI&IlnIBO ADTIIORIZIBG TIIB BDCDTIOB OF ~,[ 1I1DIBER
FIVE TO TIIB LlWI A~ RELATIBG TO CBlITRAL CITY
PROMElWlE.
RESOLUTIOB OF TIIB KAYOR CO!R)B COUIICIL OF TIIB CITY OF SAR
R'RIlII&llnlBO AUTIIORIZIBG TIIB EXBCDTIOB OF stJPPI.1lMEIT 1I1DIBER
FIVE TO TIIB IBDl5I!IruKJ5 RELATIBG TO CBlITRAL CITY PROIIElW>E.
~ator
U1'UIIU~' EXecutive Director
Developlllent Department
Contact Person:
Ken Henderson/Barbara Lindseth
Phone:
5065: 5081
Project Area:
Central Citv (CC)
Ward(s):
One (1)
Supporting Data Attached:
FUNDING REQUIREMENTS:
Staff ReDort: Resolutions: Am~dment: SUDD1ement
Amount: * N/A Source: N/A
Budget Authority:
CODIDissiODlCounci1 Botes:
KJH:BL:1ab:1428A
ClMIISSIOB MBETIBG
Meeting Date: 06/17/1991
Agenda Ite. BO.1L
o
o
o
-
j
u
~
II:L
-
o
o
DKVBLOPIIEIIT DBPAJcoouuor.r
REQUEST FOR COUBCIL/COMMISSIOB/ACTIOB
CBIITRAL CIn PROImW)B (Schurgin Development)
June 7, 1991
Page -2-
On February 19, 1990, the Mayor and Common Council approved Amendment
Number Two to the Loan Agreement and Supplement Number Two to the
Indenture.
On August 23, 1990, the Mayor and Common Council approved Amendment
Number Three to the Loan Agreement and Supplement Number Three to the
Indenture.
On February 18, 1991, the Mayor and Common Council approved Amendment
Number Four to the Loan Agreement and Supplement Number Four to the
Indenture.
On April 18, 1991, the Redevelopment Committee recommended denial of
the request of Schurgin Development for a credit enhancement backing.
On May 6, 1991, the Mayor and Common Council continued the item until
June 3, 1991.
On June 3, 1991, the Mayor and Common Council denied the request of
Schurgin Development for a credit enhancement backing.
On June 6, 1991, the Redevelopment Committee recommended adoption of
the attached Resolutions approving Amendment Number Five to the Loan
Agreement and Supplement Number Five to the Indenture.
KJH:BL:1ab:1428A
COIMISSIOB IIBBTING
Meeting Date: 06/17/1991
o
o
o
.$
11
~
~
o
o
DEVBLOPIIB1Ir DEPll'Dumr
STAFF REPORT
Central City Pr_.....de/Sehurain Deve101llDent
On December 17, 1984, the Mayor and Common Council approved Resolution
Number 84-547 providing for the issuance of Industrial Development
Revenue Bonds, Series 1984A, Central City Promenade Project, along with
approving the Trust Indenture, Loan Agreement, Bond Purchase Agreement
and other related documents.
In December 1984, the Central City Promenade Bonds were issued in the
amount of $7,200,000, with a maturity date of December I, 2024 to
assist the BestIMarsha11 development. Chase Manhattan Bank, the sole
purchaser of the Bonds, exercised its right to cause a mandatory
re~emption of the Bonds on December 1, 1989, pursuant to Section 3.01
(d) of the Trust Indenture dated December 15, 1984.
On November 30, 1989, Amendment Number One to the Loan Agreement and
Supplement Number One to the Indenture, extending the December 1, 1989
date to February I, 1990 to provide Central City Promenade the
necessary time to discuss, negotiate and further amend the Loan
Agreement, were approved by the Mayor and Common Council.
Subsequently, on February 19, 1990, August 23, 1990 and February 18,
1991, Amendments numbered Two, Three and Four to the Loan Agreement and
Supplements numbered Two, Three and Four to the Indenture were approved
by the Mayor and Common Council. At the time each Amendment was
approved, there was a corresponding extension of the Loan Agreement.
Now, Sehurgin Development Corporation has brought their note payments
current through April 16, 1991, with the May 16, 1991 payment remaining
due. The terms on these notes are as follows:
Amount:
Date of Rote:
Interest Rate:
Payments Commenced:
Monthly Payment:
All Due:
$150,000
March 19, 1985
Ten Percent (10%)
April 5, 1990
$1,611.91
April 5, 1995
$540,000
September 16, 1985
Ten Percent (10%)
September 16, 1990
$5,802.88
September 16, 1995
Additionally, no interest accrued for the first two (2) years and
interest accrued for years three (3) through five (5) at the rate of
ten percent (10%) to be paid upon the maturity date.
KJH:BL:1ab:1428A
C<RD:SSIOR IlElTIBG
Meeting Date: 06/17/1991
o
o
o
..
~
-
III
o
o
DBVELOPImIT DEPh:nu51u STAFF IlEPORT
Central City Proaenade/Schurgin Development
J1Dle 7, 1991
Page -2-
-------------------------------------------------------------------------------
Chase had indicated that the bank would not extend the Bonds again
unless a significant change was made in the overall credit arrangement,
and subsequently Schurgin Development requested that the Development
Department guarantee the full amount of the Bonds by issuing a credit
enhancement, whereby the project could then obtain a stand by letter of
credit from a commercial bank to facilitate a ."low-floater" refinancing
of the Bonds. At that time, Mark Schurgin stated that his only
alternative would be to declare Chapter 11 Bankruptcy if the Bonds were
not renewed, although it appeared that sufficient dollars could be
raised by the bankruptcy trustee to repay all of the creditors.
Subsequently, on June 3, 1991, the Commission denied the request of
Schurgin Development for the credit enhancement, and Chase has now
agreed to a six month extenAion of the Bonds, 1Dltil January 1, 1992, to
allow negotiations to continue between Chase, Schurgin and the
Development department.
Amendment Number Five to the Loan Agreement and Supplement Number Five
to the Indenture will need to be adopted by Resolution to allow the
Bonds to be extended until January 1, 1992.
I recommend approval of the Resolutions and documents.
U1U'lI5IIl J. IlEllDElSO , becutive Director
Development Departa t
KJH:BL:lab:1428A
COIMISSIO. IlEBTIItG
Meeting Date: 06/17/1991
o
o
o
!
.t...
UII
-
o
o
SABO & GREEN
^ no....IQNALCOUOlAnotI
ATI'OINIlYaAT lAW
'l1ITB400
.,20 CAMOClAA VlINIlII
wOOJ)lAND IlILU, CALIPOIMIA'IM7
(111) 704.Q19$
Pax Humlt (111) ~721l
FAX COVER SHEET
D8tel
June 12, 1991
FUe Number: SBE00109
To:
Mr. Ken Henderaon
From:
Timothy J. Sabo
Telephon. Number:
Fax Number:~1..?V
Number of Pages Including thla Cover: 3
If you do not receive IU pIges or to
request confirmation, plelse contlct: Debbie
Comment.:
Attached pleaae find the Staff Report In connection with the St. Bernardlne Medical
Center lOB Appllcltlon.
lllIo _1mI1t IIIMINIIcIIIOly ,.. tho ... "tho _ .. -",. _ .11 _....d. .l1li\' __ 1Ilf_ _ It prIv1t1lod ..
__. . you _ __ '1IOImIIo In _, ......1lIlIfy ..1mmocI1".
o
o
o
".""'_ ;;... '-,;.. . _,_,-", ~'I""l...., ",,; ~'.__, 1
r..;..
o
o
STAFF REPORT
st. Bernardine Medical Center has submitted an Application to the
City tor hospital r.Venue bond tinancinq to tinance certain n.w
construction, equipm.nt acquisition, renovation expenses and
reimbursements for prior construction expenditure. initially tunded
with hospital funeSs. The lbt of the projects are.. tollow. aneS
total approximately $S8,800,000:
North Tow.r
Thi. project involves the construotion ot a .ix-story ~uileSing.
The .ervIo.s by tloor ar8: (1) kitch.n, cateteria, meetinq rooms;
(2) 26-bed critical Car. unit; (3) 14 LDRP, 20-~eeS N.o-Natal unit;
(4) 24-bed N.uro Unit, 12-bed IntermeeSiate Car. Unit; (5) 36-bed
MOl!ioal-Surqio.:ll Unitl And (&) "'.ell If.died CIIZ'9ied Uftiot. An."
lo~~Y/entrano. has been inolud.eS in the project cost to connect the
new tow.r with the eXistinq tacility.
~~.1 1ddi~ian.J~Arktna ~~rA9a
various capital aeSeSitions tor r.i~ursement of prior expeneSitures
durinq tiscal years 1990 and lttl and proposeeS additions eSurinq
fiscal year. 1991 and 1!lt2. The.e major additions primarily
consist ot major mova~l. equipment includinq operating room
monitors, cath.terization can, oathet.rization la~ratory equipm.nt
UP9X'ades, intrav.nous P\Ul\pS, cardiopulmonary ~ypass .quipment, anI!
. l.~r.tory hematology analyz.r. The oonstruction of a parking
garage is also n.c....ry for hospital ..ployee., patients and
visitors.
Ca~h.~.ri..~!on ~abor.~arv R.looA~ion
This project involves the relocation ot the existing
Catheterization Laboratory and the addition of a third room
adjacent to the operatinq room for improved .ervioe and quality.
Renovat1,ma
Thb project involve. the remodelinq ot the 1!l74 Building. The
remod.linq inclueS.s floorin; finbh upqrade., wall and ceilinq
treatm.nt and improved lighting.
Two R.solutions are attacheeS for consieS.ration by the Mayor and
Common Counoils (1) Re801ution acceptinq the Applioation,
(2) ReSOlution declaring the intent of the city to prooeed with the
financing and .ettinq a T.E.F.R.A. hearinq for July 10, 1991 at
t:oo a.m. The T.E.F.R.A. hearing 18 required und.r the f.d.ral tax
laws for ~nd issu.s of this nature. Alao, at the July 10 hearinq,
it i. antioipated that the ~nd documents will be approved ao that
a ~nd closing may occur by the end ot July.
o
o
o
.
II
L
.
u _
o
o
Tbe City la.t i..ued bond. for the st. Bernardine Medical Center in
1"7, utilizing. .iail.r fin.ncing .tructure .. i. proposed .t
this ti.e. A. with .ny financing of tbi. n.ture tor . non-prOfit
bo.pit.l corpor.tion, the City ba. no re.pon.ibility for repayment
of the bond., except from payment. .ade to the City by the Hospital
under the Lo.n Agree.ent. The bondholder. will .eek rep.yment from
st. Bernardine Medical Center and tbe Si.ter. of Charity of the
Inc.rnate Word, Hou.ton, Texa., a. the .ole .bareholder of
St. aernardin. M.dical Cent.r.
Thi. finane1n; i. a part of . much lar;er oomposite bond offering
th.t i. bein; i..u.d .imultaneou.ly in Texa. for .ev.ral ho.pital
facilitie. in T.x.. by the Harri. County H.alth 'acilitie.
Developm.nt Corporation. It is n.c....ry under tb. pre.ent
.ch.dul. that the Council meet on Wedne.day, July 10, 1991 to
condder the final approvals of thi. financing at the conclusion of
the public bearing.
1IIIlD\OI0im0cI1
ti-
o
1
2
o
3
4
5
6
7
8
9
10 -
II
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
- ,J..
w.
o
o
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. FIVE TO
THE LOAN AGREEMENT RELATING TO CENTRAL CITY PROMENADE.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the CIty of San BernardIno Is
hereby authorIzed and dIrected to execute Amendment No. Five to the
Loan Agreement between the City of San. Bernard 1 no and Centra 1 City
Promenade, In the form of a copy of said Amendment attached hereto
as Exhl bit "A".
SECTION 2. SaId Amendment shall not take effect untIl
fully sIgned and executed by all partIes. The CIty shall not be
obligated hereunder unless and until the Amendment Is fully
executed and no oral agreement relatIng thereto shall be ImplIed or
authorIzed.
SectIon 3. ThIs resolution is rescInded If the parties
to the Amendment fall to execute It wIthin sixty (60) days of the
passage of this resolutIon.
I I I
I I I
I I I
I I I
I I I
I I I
I I I
I I I
I I I
DAB:bl:1472A
June 13, 1991
-1 -
o
1
2
o
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
o
o
o
RESOLUTION...AUTHORIZING THE EXECUTION...RELATING TO
CENTRAL CITY PROMENADE.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a
meeting thereof, held on the
, 1991, by the following vote, to wit:
day of
Council Members:
AYES
NAYS
ABSTAIN
ESTRADA
REILLY
HERNANDEZ
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
Ci ty Cl erk
The foregoing resolution is hereby approved this
day of
, 1991.
H. R. Holcomb, Mayor
City of San Bernardino
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
~
DAB: bl : l472A
June 13, 1991
- 2 -
'0
o
o
o
o
AMENDMENT NO. FIVE TO THE LOAN AGREEMENT
This Amendment No. Five to the Loan Agreement, as amended,
as of December IS, 1984 between the City of San Bernardino, a
chartered city duly organized and existing under the
Constitution of the State of California and its City Charter
(the -Issuer-) and Central City Promenade, a California Limited
Partnership (the -Company-), (the -Loan Agreement-) is made and
entered into as of June I, 1991 between the Issuer and the
Company, with the consent of Manufacturers Hanover Trust
Company, as successor to Trust Services of America, Inc., a
California corporation (the -Trustee-), and The Chase Manhattan
Bank, N.A. (the -Purchaser-), (the -Amendment-). Capitalized
terms used in this Amendment and not otherwise defined shall
have the same meaning as in the Loan Agreement.
WIT N E SSE T H:
WHEREAS, Section 9.06 of the Loan Agreement provides that
the Issuer and the Company may supplement the Loan Agreement
with the consent of the Trustee; and
WHEREAS, Section 1202 of the Trust Indenture dated as of
December IS, 1984 between the Issuer and the Trustee (the
-IndentureM) provides that -neither the Issuer nor the Trustee
shall consent to any . . . amendment of the Loan Agreement
. . . without publication of notice and mailing and the written
approval or consent of the Holder and OWners of not less than
one hundred percent (100\) in aggregate principal amount of the
Bonds .. . -; and
WHEREAS, the Purchaser is the -Holder or OWner of every
Bond-; and
WHEREAS, the Purchaser's consent to this Amendment as
indicated by its execution of this Amendment is sufficient to
meet the consent and notice requirements of Section 1202 of the
Indenture; and
WHEREAS, Section 6.03(c) of the Loan Agreement provides
that Mprior to the Conversion Date, the Note is subject to
Mandatory Prepayment, in whole, on July I, 1991 . . . unless
the Purchaser has given notice in writing evidencing its waiver
of such redemption at least forty-five (45) days, but no more
than sixty (60) days, prior to such Redemption Date to the
Issuer, the Trustee and the CompanyM; and
WHEREAS, the Company and the Purchaser desire to amend
Section 6.03(c) of the Loan Agreement to provide the necessary
time to amend possibly further the Loan Agreement.
'0
o
o
o
o
NOW, THEREFORE, in consideration of the mutual covenants
and undertaking set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Issuer and the Trustee hereby agree as
follows:
1. Section 6.03(c) of the Loan Agreement is amended and
restated as follows:
-(c) Mandatory Prepayment Upon Demand of
Purchaser. Prior to the Conversion Date, the
Note is subject to mandatory prepayment, in
whole, on January 1, 1992, and on December 1,
1995 and on each fifth December 1 thereafter
until maturity, at a price equal to the
principal amount of Outstanding Bonds plus
accrued interest to the date of prepayment,
without premium, unless the Purchaser shall
have given notice in writing evidencing its
waiver of such redemption, at least forty-five
(45) days, but no more than sixty (60) days,
prior to each such Redemption Date to the
Issuer, the Trustee and the Company.-
2. This Amendment may be executed in several
counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Loan Agreement to be executed on their behalf
by their duly authorized officers, and, if applicable, their
corporate seal to be affixed and duly attested all as of the
day first above written.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
5765u/2266/04
'0
o
o
5765u/2266/04
o
o
CENTRAL CITY PROMENADE, a
California limited partnership
By:
Mark SChurgin,
General Partner
By:
Rosaland Jonas SChurgin,
General Partner
CONSENT OF THE TRUSTEE AS
REQUIRED BY SECTION 9.06 OF THE
LOAN AGREEMENT:
MANUFACTURERS HANOVER TRUST
COMPANY
By:
Its: Authorized Representative
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1102
OF THE INDENTURE:
THE CHASE MANHATTAN BANK, N.A.
By:
Its: Authorized Representative
o
)
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
o
o
o
o
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. FIVE TO
THE INDENTURE RELATING TO CENTRAL CITY PROMENADE.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOllOWS:
SECTION 1. The Mayor of the City of San Bernardino Is
hereby authorized and directed to execute Supplement No. Five to the
Indenture between the City of San Bernardino and Central City
Promenade, In the form of a copy of said Supplement attached hereto
as Exhl blt "A".
SECTION 2. Said Supplement shall not take effect until
fully signed and executed by all parties. The City shall not be
obligated hereunder unless and until the Supplement Is fully
executed and no oral agreement relating thereto shall be Implied or
authorized.
Section 3. This resolution Is rescinded if the parties
to the Supplement fall to execute It within sixty (60) days of the
passage of this resolution.
I I I
I I I
I I I
I I I
I I I
I I I
I I I
I I I
I I I
DAB:bl: 1473A
June 13, 1991
-1 -
o
1
2
o
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
o
o
o
RESOLUTION...AUTHORIZING THE EXECUTION OF SUPPLEMENT...
RELATING TO CENTRAL CITY PROMENADE.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Be:-nardlno at a
meeting thereof, held on the
, 1991, by the following vote, to wit:
day of
Council Members:
AYES
NAYS
ABSTAIN
ESTRADA
REI LL Y
HERNANDEZ
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
Cl ty Cl erk
The foregoing resolution Is hereby approved this
day of
, 1991.
w. R. Holcomb, Mayor
City of San Bernardino
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
~~
DAB:b1: 1473A
June 13, 1991
- 2 -
'0
o
o
o
o
SUPPLEMENT NO. FIVE TO THE INDENTURE
This Supplement No. Five to the Trust Indenture, as
supplemented, dated as of December 15, 1984 between the City of
San Bernardino, a chartered city duly organized and existing
under the Constitution of the State of California and its City
Charter (the "Issuer") and Trust Services of America, Inc., a
California corporation, as succeeded by Manufacturers Hanover
Trust Company (the "Trustee.) (the .Indenture.) is made and
entered into as of June 1, 1991 between the Issuer and the
Trustee, with the consent of The Chase Manhattan Bank, N.A.
(the .Purchaser.), and Central City Promenade, a California
limited partnership (the .Company.), (the .Supplement.).
Capitalized terms used in this Supplement and not otherwise
defined shall have the same meaning as in the Indenture.
WIT N E SSE T H:
WHEREAS, Section 1102 of the Indenture provides that the
Issuer and the Trustee may supplement the Indenture "as shall
be deemed necessary and desirable by the Issuer or the Trustee
for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions
contained. . .[therein] or in any supplemental indenture;
provided, however, that nothing contained in . . .
Section [1102] shall permit, or be construed as permitting,
without the consent of the Holder or Owner of every bond,
(i) an extension of the maturity of the principal of or the
interest thereon or of any redemption dates from the Bond Fund
. . ..; and
WHEREAS, the Purchaser is the .Holder or Owner of every
Bond.; and
WHEREAS, the Trustee or Issuer has deemed it .necessary and
desirable" to modify the Indenture; and
WHEREAS, Section 1102 of the Indenture provides further
that "a supplemental indenture . . . which affects the rights
of the Company shall not become effective unless and until the
Company shall have consented to the adoption of such
supplemental indenture"; and
WHEREAS, this Supplement .affects the rights of the
Company.; and
WHEREAS, Section 30l(d) of the Indenture provides that
"prior to the Conversion Date, the Bonds are subject to
mandatory redemption, in whole, on July 1, 1991. . . unless the
Purchaser shall have given notice in writing to the
o
o
o
u
-
o
o
Issuer, the Trustee and the Company, stating that such
redemption shall be waived, at least forty-five (45) but no
more than sixty (60) days prior to each such redemption date";
and
WHEREAS, the Purchaser and the Company desire to further
amend Section 30l(d) of the Indenture to provide the necessary
time to supplement possibly further the Indenture.
NOW, THEREFORE, in consideration of the mutual covenants
and undertaking set forth herein, and other good and valuable
consideration, the receipt and sUfficiency of which hereby are
acknowledged, the Issuer and the Trustee hereby agree as
follows:
1. Section 30l(d) of the Indenture is amended and
restated as follows:
-(d) Redemption Upon Demand Of
Purchaser. Prior to the Conversion Date, the
Bonds are subject to mandatory redemption, in
whole, on January 1, 1992, and on December 1,
1995 and on each fifth December 1 thereafter
until maturity, at a price equal to the
principal amount of Outstanding Bonds plus
accrued interest to the Redemption Date,
without premium, unless the Purchaser shall
have given notice in writing to the Issuer,
the Trustee and the Company, stating that such
redemption shall be waived, at least
forty-five (45) but no more than sixty (60)
days prior to each such redemption date."
2. This Supplement may be executed in several
counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to the Indenture to be executed on their behalf by
their duly authorized officers, and, if applicable, their
corporate seal to be affixed and duly attested all as of the
day first above written.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
5764u/2266/04
o
o
o
JL
5764u12266/04
o
- -
o
MANUFACTURERS HANOVER TRUST
COMPANY
By:
Its: Authorized Representative
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1102
OF THE INDENTURE:
THE CHASE MANHATTAN BANK, N.A.
By:
Its: Authorized Representative
CONSENT OF THE COMPANY AS
REQUIRED BY SECTION 1102 OF THE
INDENTURE:
CENTRAL CITY PROMENADE, a
California Limited Partnership
By:
Mark SChurgin,
General Partner
By:
Rosiland Jonas SChurgin,
General Partner
o
o
o
o
o
CITY OF SAN BERNARDINO
INDUSTRIAL DEVELOPMENT REVENUE BONDS,
SERIES 1984A (CENTRAL CITY PROMENADE PROJECT)
CERTIFICATE OF THE COMPANY
The undersigned as the sole general partners of Central
City Promenade, a California Limited PartnerShip (the
.Company.) hereby certifies that the Company has complied in
all material respects as of the date hereof with the terms and
conditions of the Indenture, as supplemented, the Loan
Agreement, as amended and the Regulatory Agreement, as amended,
and no event of default thereunder has been declared as of the
date hereof. All capitalized terms used herein and not
otherwise defined shall have the meaning given them in the
Indenture relating to the above-referenced financing.
Dated:
June , 1991
CENTRAL CITY PROMENADE, a
California limited partnerShip
By:
Mark Schurgin,
General Partner
By:
Rosaland Jonas SChurgin,
General Partner
5766u/2266/04
o
0..
o
o
o
[FORM OF BOND COUNSEL OPINION]
As of June 1, 1991
City of San Bernardino
San Bernardino, California
Manufacturers Hanover Trust Company
New York, New York
Re: City of San Bernardino, Industrial Development
Revenue Bonds, Series 1984A (Central City
Promenade Project) (the "Bonds")
Ladies and Gentlemen:
We have acted as counsel for the City of San Bernardino, a
chartered city duly organized and existing under the
Constitution of the State of California and its City Charter,
(the -Issuer-), in connection with the supplementing and
amending of the Indenture and Loan Agreement, as defined below.
In that connection, we have examined originals or copies
certified or otherwise identified to our satisfaction of
(1) the Trust Indenture dated as of December 15, 1984 between
the Issuer and Trust Services of America, Inc., a California
corporation as succeeded by Manufacturers Hanover Trust Company
(the "Trustee") (the -Indenture-); (2) the Loan Agreement dated
as of December 15, 1984 between the Issuer and Central City
Promenade, a California limited partnership (the -Company")
(the -Loan Agreement"); (3) Supplement No. One to the Indenture
dated as of November 30, 1989 between the Issuer and the
Trustee; (4) Amendment No. One to the Loan Agreement dated as
of November 30, 1989 between the Issuer and the Company; (5)
Supplement No. Two to the Indenture dated, as of February 19,
1990 between the Issuer and the Trustee;
-
o
o
o
City of San Bernardino
Manufacturers Hanover Trust Company
As of June I, 1991
Page Two
o
(6) Amendment No. Two to the Loan Agreement dated as of
February 19, 1990 between the Issuer and the Company; (7)
Supplement No. Three to the Indenture dated as of August 24,
1990 between the Issuer and the Trustee; (8) Amendment No.
Three to the Loan Agreement dated as of August 24, 1990 between
the Issuer and the Company; (9) Supplement No. Four to the
Indenture dated as of February I, 1991 between the Issuer and
the Trustee; (10) Amendment No. Four to the Loan Agreement
dated as of February I, 1991 between the Issuer and the
Company; (11) Supplement No. Five to the Indenture dated as of
June I, 1991 between the Issuer and the Trustee (the
.Supplement No. Five.); (12) Amendment No. Five to the Loan
Agreement dated as of June 1, 1991 between the Issuer and the
Company (the .Amendment No. Five.) and (13) the Internal
Revenue Code of 1986, as amended, and such regulations, revenue
rUlings and private letter rulings promulgated or issued
thereunder (the .Code.) and predecessor statutes as we have
deemed relevant to the rendering of this opinion. For purposes
.of the opinions rendered below, we have assumed, without
investigation, that the above-described documents represent all
agreements among the Bondholders and all other parties to the
transactions contemplated by the. Indenture, as amended, and
Loan Agreement, as amended.
Based upon our examination of the foregoing, and in
reliance thereon, and on allegations of fact as we deem
relevant under the circumstances, we are of the opinion that:
2.
1. The execution and delivery of the Amendment No. Five
and the Supplement No. Five have been authorized by
the Issuer and, assuming proper authorization,
execution and delivery by the respective other parties
thereto, including parties consenting thereto, are
valid and binding obligations of the Issuer
enforceable in accordance with their terms, except to
the extent that enforceability may be limited by
moratorium, bankruptcy, reorganization, insolvency or
other laws affecting creditors' rights generally or by
the exercise of judicial discretion in accordance with
general principles of equity.
Assuming that interest on the Bonds is exempt from
federal income taxation currently, the Supplement No.
Five and the Amendment No. Five will not cause
interest on the Bonds to cease to be exempt from gross
income for purposes of federal income taxation or from
personal income taxes imposed by the State of
California.
o
o
o
o
o
o
City of San Bernardino
Manufacturers Hanover Trust Company
As of June 1, 1991
Page Three
We note that this office did not serve as bond counsel in
connection with the original issuance of the Bonds and has at
no time rendered an opinion regarding the exemption from
federal or State income taxation of interest on the Bonds. We
have not reviewed the documents or any underlying facts or
circumstances relative to the tax exempt status of interest on
the Bonds either at the date of original issuance of the Bonds
or at any time since such date. Moreover, in order for
interest on the Bonds to remain exempt from federal income
taxation subsequent to the bond issuance date, it is necessary
that the provisions of Section 103(b)(6)(D), among others, of
the Internal Revenue Code of 1954, as amended, be complied with
on a continuous basis. Because we have made no independent
investigation as to whether there has been such compliance in
the present case, for purposes of this opinion, we have assumed
that interest on the Bonds is exempt from federal income
taxation and State of California personal income taxation as of
the date of this opinion and express no opinion as to whether
interest on the Bonds is presently exempt from federal income
taxation or State of California personal income taxation. We
have not undertaken to verify through independent investigation
the accuracy of the representations made to us or of the
foregoing assumptions made by us in rendering this opinion.
The opinions expressed herein may be relied upon by the
addressees of this opinion and may not be relied upon by any
other party.
Respectfully submitted,
5769u/2266/04