HomeMy WebLinkAbout2006-02-22 e-packet
AGENJDJ\
REDEVELOPMENT AGENCY
CITY OF SOUTH SAN Flu\NCISCO
REGULAR MEETING
MUNICIPAL SERVICE BUILDING
COMMUNITY ROOM
WEDNESDAY, FEBRUARY 22, 2006
7:00 P.M.
PEOPLE OF SOUTH SAN FRANCISCO
You are invited to offer your suggestions. In order that you may know our method of conducting Agency
business, we proceed as follows:
The regular meetings of the Redevelopment Agency are held on the second and fourth Wednesday of
each month at 7:00 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South
San Francisco, California.
Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please
complete a Speaker Card located at the entrance to the Community Room and submit it to the Clerk.
Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment.
California law prevents Redevelopment Agency from taking action on any item not on the Agenda
(except in emergency circumstances). Your question or problem may be referred to staff for investigation
and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive
action or a report. When your name is called, please come to the podium, state your name and address for
the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for
your cooperation.
The Clerk will read successively the items of business appearing on the Agenda. As she completes
reading an item, it will be ready for Board action.
JOSEPH A. FERNEKES
Chair
RICHARD A. GARBARINO, SR.
Vice Chair
MARK N. ADDIEGO
Boardmember
PEDRO GONZALEZ
Boardmember
KARYL MATSUMOTO
Boardmember
RICHARD BATTAGLIA
Investment Officer
SYLVIA M. PAYNE
Clerk
BARRY M. NAGEL
Executive Director
STEVEN T. MATTAS
Counsel
PLEASE SILENCE CELL PHONES AND PAGERS
HEARING ASSISTANCE EQUIPMENT IS A V AILABLE FOR USE BY THE HEARING-JMPAIRED AT REDEVELOPMENT AGENCY MEETINGS
CALL TO ORDER
ROLL CALL
AGENDA REVIEW
PUBLIC COMMENTS
CONSENT CALENDAR
I. Motion to approve the minutes of February 8, 2006
2. Motion to confirm expense claims of February 22,2006
ADMINISTRATIVE BUSINESS
3. Resolution authorizing the issuance, sale and delivery of tax allocation bonds, authorizing
the execution and delivery of related documents, and approving actions in connection
therewith
CLOSED SESSION
4. Pursuant to Government Code section 54956.8 real property negotiations related to San
Francisco Public Utilities Commission property located on Mission Road (APNs: 093-
312-050 and 060); Agency Negotiator: Redevelopment Agency Assistant Director Van
Duyn
ADJOURNMENT
REGULAR REDEVELOPMENT AGENCY MEETING
AGENDA
FEBRUARY 22, 2006
PAGE 2
Redevelopment Agency
Staff Report RDAAGENDAITEM#3
DATE: February 22, 2006
TO: Redevelopment Agency Board
FROM: Jim Steele, Financial Officer
SUBJECT: APPROVAL OF LEGAL DOCUMENTS FOR REDEVELOPMENT BOND SALE
RECOMMENDATION:
It is recommended that the Redevelopment Agency (RDA) Board approve the attached resolution
that authorizes the issuance of RDA (tax allocation) bonds. The resolution also authorizes the
execution of various bond documents attached to this report. Those documents are described in
more detail below.
BACKGROUND/DISCUSSION:
As the Board will recall, Redevelopment Law in California requires Redevelopment Agencies to enter
into debt to foster economic development in order to relieve blight. The Agency Board held ajoint study
session with the City Council on November 16,2005, in which the Board and Council gave conceptual
approval for a list of capital projects that are consistent with the Agency's Redevelopment Plan, and
directed staff to proceed with a bond sale. At the November meeting, $54.8 in new projects were
identified for funding. Those projects are listed below:
Projects ($ in OOO's):
EI Camino Corridor Land Purchase
Less LowlModerate Income Housing
Fund contribution towards land purchase:
Orange Park Site Expansion--Land Purchase
Traffic Improvements/infrastructure
Land Purchase, Caltrans Maint. Yard
New Library Design Work
Lindenville (Wet Weather, Phase V)
Fire training tower, classroom bldg
Oak Ave. Extension and Infrastructureffraffic
Total New Projects to Be Financed:
$ 22,000
$ (2,620)
$ 16,000
$ 2,300
$ 1,500
$ 500
$ 10,000
$ 2,600
$ 2,500
$ 54,780
Staff Report
To: Redevelopment Agency Board
Re: Resolution Authorizing the Issuance of Tax Allocation Bonds
Date: February 22, 2006
Page: 2 of 4
The Preliminary Official Statement (POS) attached to this report includes a listing of the same projects.
The POS further states:
"It is possible that one or more of the above Projects may not occur. The Agency may,
consistent with the Redevelopment Law and its covenants set forth in the Indenture,
substitute other projects for those which are described above."
Therefore, the final list of proiects to be financed with the proceeds of the Bonds is not being determined
by the Agency's action tonight. In addition, none of the items on the list above have budgets
appropriated. Staff will need to return each item to the Council/Board for approval of budget
amendments to appropriate dollars, any necessary CEQA review, and adoption of any findings required
by redevelopment law.
Defeasing/Refunding of Existing Redevelopment Bonds
In addition to the new projects, staff had reported to Council that due to restrictive bond covenants, the
1999 Gateway tax allocation bonds would need to be defeased in order to free up tax increment to be used
for new projects. Since that time, additional analysis has indicated it is also cost effective to refinance the
1997 Downtown tax allocation bonds. Using rates from the week of February 6th and adding .1 % to them
. to be conservative, the Agency will save $816,000 in cash over the life of the 1997 bonds from the
refunding, which represents a present value savings of $417,000, or 4.1 % of the outstanding bonds.
A summary of the bond terms is as follows:
. The bonds will not be a liability of the City's General Pund, imd will only be an obligation of the
Redevelopment Agency, payable solely from tax increment generated in the fiscally merged
redevelopment project area. The bonds will be repaid from 80% (non-housing) tax increment
funds.
. Tax-exempt bonds.
. Term: 30 years.
. Estimated average interest rates: 4.65%.
. The porti on of the bond issue that is being applied to refund the 1997 bonds and defease the 1999
bonds will not extend beyond the final maturity date of the original 1997 and 1999 bonds. The
housing portion of the prior bonds will remain outstanding.
. Level debt service.
Staff Report
To: Redevelopment Agency Board
Re: Resolution Authorizing the Issuance of Tax Allocation Bonds
Date: February 22, 2006
Page: 3 of 4
The total size of the bond issue, including new projects, refunding and defeasing the 1997 and 1999
bonds, plus the costs of issuance (underwriters' fees, financial advisor and legal fees, etc.) is estimated at
$74.8 million. The attached resolution authorizes a sale of bonds not to exceed $80 million at an interest
rate not to exceed 5.5% (based on current market conditions, it is expected that the actual interest rates on
the bonds will be in the 4.4-4.6% range). At the time of the bond sale, staff will only sell sufficient bonds
to fund the amount of new projects listed on page 1, plus the amount needed to refund the 1997 bonds
and defease the 1999 Gateway bonds. Depending on where interest rates are at the time of the bond sale,
the final bond sale could be between $70 - $80 million.
Legal Documents to be Approved:
The Agency is being asked to approve a resolution tonight, which authorizes the following items/actions:
. Authorizes the Executive Director and/or the Chair to execute the final bond documents;
. Approves an Indenture of Trust, and two Escrow Deposit Agreements (one each for the 1997
Bonds and 1999 Gateway Bonds), which are legal documents specifying the instructions, duties,
obligations, and rights of the Trustee (the Bank of New York), which will hold bond funds in trust
on behalf of the Agency;
. Approves a Bond Purchase Agreement between the Agency, the Capital Improvement Financing
Authority (CIFA), and the underwriter (Citigroup). Technically, the Redevelopment Agency is
selling the bonds to the Authority, which is in turn selling the bonds to the underwriter. In order
to sell tax allocation bonds to an underwriter on a negotiated basis in California, ajoint exercise
of powers authority, such as the CIFA, needs to be involved in the transaction;
. Approves the Preliminary Official Statement (POS), which contains a description of the
Redevelopment Agency, the projects to be financed, the financial status ofthe Agency, as well as
estimates of the amount of tax increment to be generated in the fiscally merged project area, as set
forth in the fiscal consultant's report, which is attached to the POS as an exhibit. The credit rating
agencies and bond purchasers will scrutinize both of these documents.
Next steps:
Rating agency presentations are being planned for mid March, with the bond sale estimated to occur in
late April.
FISCAL IMP ACT:
The RDA bond sale will result in an estimated annual debt service on the bonds of approximately $4.6
million. This will generate approximately $74.9 million in bond principal to fund approximately $54.8
million in new projects, defease the 1999 Gateway bonds, and refund the 1997 Downtown bonds.
Staff Report
To: Redevelopment Agency Board
Re: Resolution Authorizing the Issuance of Tax Allocation Bonds
Date: February 22, 2006
Page: 4 of 4
Projected tax increment will easily allow the Agency to meet its annual debt service requirements, as well
as its operating budget program support.
A summary of the bond transaction, and the total par amount of the bonds is below:
($ in OOO's)
Costs of Issuance
$ 54,780
$ 24,524
$ 10,149
$ 4,564
$ 1,899
New Projects
Defease 1999 Gateway bonds
Refund 1997 Downtown bonds
Debt Service Reserve Fund
Total Uses
Less: Cash on Hand (1999 Gateway Bond
Sinking Fund, 1997 and 1999 Bond
Reserve Funds):
$ 95,9l5
INet New Borrowing (&t. Par Amount):
$ (21,081)
$ 74,83~
Prepared by: ~
Ji Steele
Financial Officer
APprovedby:d./ ,U[ /
M. Nagel
Executive Director .
Attachments: Resolution
Bond Purchase Agreement
Indenture of Trust
Escrow Agreement for 1997 Bonds
Escrow Agreement for 1999 Bonds
Preliminary Official Statement
Fiscal Consultant's Report
JSIBN:ed
RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH
SAN FRANCISCO AUTHORIZING THE ISSUANC1E, SALE AND DELIVERY OF
TAX ALLOCATION BONDS, AUTHORIZING THE I~XECUTION AND DELIVERY
OF RELATED DOCUMENTS, AND APPROVING ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the Redevelopment Agency of the City of South San Francisco (the
"Agency") has adopted redevelopment plans for the Gateway, El Camino Corridor,
Downtown/Central and U.S. Steel/Shearwater Project Areas (the "Constituent Project Areas")
under Part 1 of Division 24 of the Health and Safety Code of the State of California (the
"Redevelopment Law"); and
WHEREAS, the Redevelopment Law, and particularly Chapter 6 thereof, authorizes
redevelopment agencies to incur indebtedness for any of their corporate purposes; and
WHEREAS, in order to finance various redevelopment projects in the
Downtown/Central Redevelopment Project Area, the Agency issued its $11,590,000 aggregate
principal amount of Redevelopment Agency of the City of South San Francisco
Downtown/Central Redevelopment Project 1997 Tax Allocation Bonds (the "1997
Downtown/Central Bonds"); and
WHEREAS, in order to finance various redevelopment projects in the Gateway
Redevelopment Project Area, the Agency issued its $28,045,000 aggregate principal amount of
Redevelopment Agency of the City of South San Francisco 1999 Tax Allocation Bonds, Series A
(Gateway Redevelopment Project) (the "1999 Gateway Bonds"); and
WHEREAS, the City of South San Francisco Capital Improvements Financing Authority
(the" Authority") issued its 1999 Revenue Bonds, Series A (South San Francisco Redevelopment
Projects) in the aggregate principal amount of $31,720,,000 (the "1999 Authority Bonds")
pursuant to an Indenture of Trust (the "1999 Authority Indenture"), dated as of February 1,
1999, between the Authority and The Bank of New York Trust Company, N.A., as successor to
U.S. Bank National Association (the "1999 Trustee"); and
WHEREAS, $28,045,000 of the proceeds of the 1999 Authority Bonds were used to
purchase the 1999 Gateway Bonds, and $3,675,000 of the proceeds of the 1999 Authority Bonds
were used to purchase the Agency's $3,675,000 1999 Tax Allocation Bonds, Series B (Housing
Set-Aside Tax Revenues) (the "1999 Housing Set-Aside Bonds"); and
WHEREAS, attached as Exhibit B to the 1999 Authority Indenture is the amortization
schedule for the 1999 Gateway Bonds and the 1999 Housing Set-Aside Bonds, and the 1999
Authority Bonds shown as maturing (or subject to mandatory redemption) under the column
"Gateway Bonds" in said Exhibit B are referred to herein as the "Refunded 1999 Authority
Bonds"; and
WHEREAS, the Agency has determined to refund and defease the 1997
Downtown/Central Bonds and the 1999 Gateway Bonds, but not the 1999 Housing Set-Aside
Bonds; and
WHEREAS, the refunding and defeasance of the 1999 Gateway Bonds will refund and
defease the Refunded 1999 Authority Bonds; and
WHEREAS, the 1999 Gateway Bonds and the Refunded 1999 Authority Bonds are
referred to herein as the "Prior Gateway Bonds", and the Prior Gateway Bonds and the 1997
Downtown/Central Bonds are referred to herein as the "Prior Bonds"; and
WHEREAS, effective June 30, 2005, the Agency caused the Constituent Project Areas to
be fiscally merged, as permitted by the Redevelopment Law, such areas, subsequent to such
fiscal merger, being referred to herein as the "Merged Project Area";
WHEREAS, the Agency hereby finds and declares that it is necessary, essential and a
public purpose for the Agency to issue tax allocation bonds of the Agency (the "Bonds", as
herein defined) to refund the Prior Bonds, and to finance various redevelopment activities in
the Merged Project Area in the City of South San Francisco (the "City"), and has determined to
borrow money for such purpose by the issuance of tax allocation bonds, as authorized by the
Redevelopment Law; and
WHEREAS, Jones Hall, A Professional Law Corporation, as disclosure counsel to the
Agency, has caused to be prepared a form of the Official Statement for the Series A Bonds (the
"Official Statement"), the form of which is on file with the Secretary; and
WHEREAS, the Agency, with the aid of its staff, has reviewed the Official Statement,
and the Agency wishes at this time to approve such documents in the public interests of the
Agency; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of the Series A Bonds as contemplated
by this resolution and the documents referred to herein exist, have happened and have been
performed in due time, form and manner as required by the laws of the State of California,
including the Redevelopment Law.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of
South San Francisco as follows:
1. Recitals True and Correct. The Agency hereby finds and declares that the above
recitals are true and correct.
2. Approval of Issuance of Bonds. Pursuant to the Redevelopment Law and the
Indenture (as defined in Section 3), bonds of the Agency, designated as "Redevelopment
Agency of the City of South San Francisco Merged Re:development Project Tax Allocation
Revenue Bonds, Series 2006A (the "Series A Bonds") are hereby authorized to be issued, so long
as the aggregate principal amount of the Series A Bonds does not exceed $80,000,000.
3. Approval of Indenture of Trust. The Indenture of Trust (the "Indenture")
pursuant to which the Series A Bonds are to be issued, between the Agency and The Bank of
New York Trust Company, N.A., as trustee (the "Trustee") in the form presented to this
meeting, is hereby approved. The Chair and the Executive Director (the "Designated Officers")
are, and each of them acting alone is, hereby authorized and directed, for and in the name and
on behalf of the Agency, to execute and deliver the Indenture, and the Secretary is hereby
authorized and directed, for and in the name and on behalf of the Agency, to attest the
Designated Officer's signature to the Indenture, in said form, together with such additions
thereto or changes therein as are recommended or approved by the Designated Officer, upon
consultation with bond counsel to the Agency, including such additions or changes as are
necessary or advisable in accordance with Section 6 hereof; provided that no additions or
changes shall: (i) authorize an aggregate principal amount of Series A Bonds in excess of
$80,000,000; or (ii) result in an average interest rate on the Series A Bonds in excess of 5.5% per
annum. The approval of such additions or changes shall be conclusively evidenced by the
execution and delivery by the Agency of the Indenture. The date, maturity dates, aggregate
principal amount, annual maturity amounts, interest rate or rates, interest payment dates,
denominations, form, registration privileges, manner of execution, place of payment, terms of
redemption and other terms of the Series A Bonds shall be as provided in the Indenture as
finally executed.
4. Approval of Escrow Deposit and Trust Agreements. The Escrow Deposit and
Trust Agreements (the "Escrow Agreements") pursuant to which the Prior Bonds are to be
defeased and refunded, between the Agency, the Authority (in the case of the Escrow Deposit
and Trust Agreement for the Prior Gateway Bonds) and The Bank of New York Trust
Company, N.A., as escrow bank (the "Escrow Bank") in the forms presented to this meeting,
are hereby approved. The Designated Officers are, and each of them acting alone is, hereby
authorized and directed, for and in the name and on behalf of the Agency, to execute and
deliver the~_scr()wi\.greements,andtheSecretary is hereby authorized and directed, for andin
the name and on behalf of fueAgency, to-attest the Designated Officer's signature tathe Escrow
Agreements, in said forms, together with such additions thereto or changes therein as are
recommended or approved by the Designated Officer, upon consultation with bond counsel to
the Agency. The approval of such additions or changes shall be conclusively evidenced by the
execution and delivery by the Agency of the Escrow Agreements.
5. Sale of the Bonds. The Agency hereby approves the sale of the Series A Bonds by
negotiation with the Underwriter. The Bond Purchase Agreement, by and among the
Authority, Citigroup Global Markets Inc. (the "Underwriter") and the Agency, pursuant to
which the Agency agrees to sell the Series A Bonds to the Authority, for re-sale to the
Underwriter, and the Underwriter agrees to purchase the Series A Bonds from the Authority,
are hereby approved, and the Designated Officers are hereby separately authorized and
directed to execute said document, with such changes, insertions and omissions as may be
approved by such official, so long as: the aggregate prirlcipal amount of the Series A Bonds
does not exceed $80,000,000, so long as the average interest rate on the Series A Bonds does not
exceed 5.5% per annum; and so long as the Underwriter's discount (exclusive of original issue
discount) on the Series A Bonds does not exceed .5%.
6. Approval of Official Statement. The Official Statement, in the form presented to
this meeting, is hereby approved. The Designated Officers are, and each of them acting alone
is, hereby authorized and directed, for and in the name and on behalf of the Agency, to execute
the Official Statement in said form, together with such addi1ions thereto or changes therein as
are recommended or approved by the Designated Officer, upon consultation with disclosure
counsel and bond counsel to the Agency, the approval of such additions or changes to be
conclusively evidenced by the execution and delivery by the Agency of the Official Statement.
The Underwriter is hereby authorized and directed to distribute copies of the Official
Statement to persons who express an interest in the purchase of the Series A Bonds, and the
Underwriter is directed to deliver such copies to all actual purchasers of the Series A Bonds.
The Underwriter is hereby authorized and directed to distribute copies of the preliminary
official statement relating to the Series A Bonds. The Designated Officers are, and each of them
acting alone is, hereby authorized to execute a certificate to the effect that such preliminary
official statement and the Official Statement, as of their respective dates, are deemed final by
the Agency for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as
amended.
7. Continuing Disclosure. The Continuing Disclosure Certificate (the "Continuing
Disclosure Certificate") to be executed by the Agency and dated the date of issuance and
delivery of the Series A Bonds, as originally executed and as they may be amended from time
to time in accordance with the terms thereof, in the form presented to this meeting, is hereby
approved. The Designated Officers are, and each of them acting alone is, hereby authorized and
directed, for and in the name and on behalf of the Agency, to execute and deliver the
Continuing Disclosure Certificate, and the Secretary is hereby authorized and directed, for and
in the name and on behalf of the Agency, to attest the Designated Officer's signatures to the
Continuing Disclosure Certificate, in said form, together with such additions thereto or changes
therein as are recommended or approved by the Designated Officer, upon consultation with
bond counsel to the Agency. The approval of such additions or changes shall be conclusively
evidenced by the execution and delivery by the Agency of the Continuing Disclosure
- CerlliiCate~Tfie Agency-fepresenfS-lliaHt will c6mplywith..and-~a'try()Ut-atl-ofthe-provisions-ot------
the Continuing Disclosure Certificate.
8. Municipal Bond Insurance: Reserve Fund Surety. If the Designated Officers
determine it to be in the best interests of the Agency, bond insurance and/or a reserve fund
surety bond shall be obtained with respect to all or a portion of the Series A Bonds. If bond
insurance and/ or a reserve fund surety bond with respect to all or a portion of the Series A
Bonds is obtained, the Designated Officers are hereby authorized upon consultation with bond
counsel to the Agency, to make such changes to the docurn.ents approved by this Resolution as
such Designated Officers may approve as being in the best interests of the Agency and to enter
into any agreements or execute any certificates or other documents as required under the
commitment for such bond insurance and/ or reserve fund surety bond, such action to be
conclusively evidenced by the execution and delivery thereof.
9. Official Action. All actions heretofore taken by the officers and agents of the
Agency with respect to the preparation of the Official Statement and the Indenture, and the
sale and issuance of the Series A Bonds, are hereby approved, confirmed and ratified, and the
proper officers of the Agency, including the Designated Officers, are hereby authorized and
directed, for and in the name and on behalf of the Agency, to do any and all things and take
ap.y and all actions and execute and deliver any and all certificates, agreements and other
documents which they, or any of them, may deem necessary or advisable in order to
consummate the lawful issuance and delivery of the Series A Bonds in accordance with this
Resolution and resolutions heretofore adopted by the Agency, including but not limited to
those certificates, agreements and other documents described in the Indenture and the other
documents herein approved and any certificates, agreements or documents as may be
necessary to further the purpose hereof or provide additional security for the Series A Bonds,
but which shall not create any obligation or liability of the Agency other than with respect to
the tax revenues pledged as security for the Bonds in the Indenture and assets derived from the
proceeds of the Series A Bonds.
10. Effective Date. This resolution shall take effect immediately upon its adoption.
I HEREBY CERTIFY that the foregoing resolution was introduced and passed at a noticed
meeting of the Redevelopment Agency of the City of South San Francisco held on the 22nd day
of February, 2006, by the following vote:
AYES:
NOES:
ABSENT:
(SEAL)
ATTEST:
Secretary
Table of Contents
1. Bond Purchase Agreement. . . . . . . . . . . . . . . . . . . . Page 1
2. Indenture of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . Page 21
3. Escrow Agreement for 1997 Bonds . . . . . . . . . . . . . Page 79
4. Escrow Agreement for 1999 Bonds. . . . . . . . . . . . . Page 88
5. Preliminary Official Statement. . . . . . . . . . . . . . . . Page 98
6. Fiscal Consultant's Report. . . . . . . . . . .. . . . . . . . . . Page 168
NP Draft - 1/10/06
$[Bond Amount]
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
MERGED REDEvELOPMENT PROJECT AREA
TAX ALLOCATION REVENUE BONDS
SERIES 2006A
BOND PURCHASE AGREEMENT
March _, 2006
Redevelopment Agency of the City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
City of South San Francisco Capital Improvements Finailcing Authority
400 Grand Avenue
South San Francisco, California 94080
Ladies and Gentlemen:
The undersigned, Citigroup Global Markets Inc. (the "Underwriter"), offers to enter into
this Bond Purchase Agreement (the "Purchase Agreement") with the Redevelopment Agency of
the City of South San Francisco (the "Agency") and the City of South San Francisco Capital
Improvements Financing Authority (the "Authority"), which upon acceptance of this offer by the
Agency and the Authority will be binding upon the Agency, the Authority and the Underwriter.
This offer is made subject to its acceptance by the Authority and the Agency by execution of this
Purchase Agreement and its delivery to the Underwriter on or before 5:00 p.m., California time,
on the date hereof. All terms used herein and not otherwise defmed shall have the respective
meanings given to such terms in the Indenture (as hereinafter defined).
Section 1. Purchase and Sale. Upon the terms and conditions and in reliance upon
the representations, warranties and covenants herein, (i) the Authority hereby agrees to purchase
from the Agency, but only to the extent that the Underwriter is obligated hereunder to purchase
from the Authority, (ii) the Agency hereby agrees to sell to the Authority and (iii) the
Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to
sell to the Underwriter, $[Bond Amount] aggregate principal amount of the Redevelopment
Agency of the City of South San Francisco Merged Redevelopment Project Area Tax Allocation
Revenue Bonds, Series 2006A as set forth in Appendix A attached hereto (the "Bonds"), at the
purchase price of $ (the "Purchase Price") (being the principal amount of
the Bonds of $[Bond Amount] less a net original issue discount of $ and
less an underwriter's discount of $ . The Purchase Price is to be paid on the
Delivery Date, as hereinafter defined. The Bonds shall be dated as of the Delivery Date, and
shall bear interest at the rates and shall mature as of the dates and in the amounts, all as set forth
in the attached Appendix A. The Underwriter agrees to make a bona fide public offering of all
of the Bonds, at prices not in excess of the initial public offering yields or prices set forth on the
8526039.3
P.l
P.2
-2-
8526039.3
Section 3. Public Offering. The Underwriter agrees to make a bona fide public
offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A
attached hereto and incorporated herein by reference. Subsequent to the initial public offering,
the Underwriter reserves the right to change the public offering prices (or yields) as it deems
necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not
change the interest rates set forth on Appendix A. The Bonds may be offered and sold to certain
dealers at prices lower than such initial public offering prices.
The Indenture, the Bonds, the Continuing Disclosure Certificate (as hereinafter defined),
the Escrow Agreements and this Purchase Agreement are collectively referred to herein as the
"Agency Documents."
The net proceeds of the Bonds shall be used (i) to fmance various redevelopment projects
with respect to the Project Area, (ii) provide funds, together with other available funds, to refund
the Agency's outstanding Downtown/Central Redevelopment Project 1997 Tax Allocation
Bonds (the "1997 Downtown/Central Bonds") pursuant to an Escrow Deposit and Trust
Agreement (the "1997 Escrow Agreement"), dated as of March 1~ 2006, by and among the
Authority, the Agency and the Trustee, as escrow bank (the "1997 Escrow Bank"), (iii) provide
funds, together with other available funds, to refund the Agency's outstanding 1999 Tax
Allocation Bonds, Series A (Gateway Redevelopment Project) (the "1999 Gateway Bonds" and
together with the 1997 Downtown/Central Bonds, the "Prior Bonds") pursuant to an Escrow
Deposit and Trust Agreement (the "1999 Escrow Agreement" and together with the 1997 Escrow
Agreement, the "Escrow Agreements''), dated as of March 1, 2006, by and among the Au~ority,
the Agency and the Trustee, as escrow bank (the "1999 Escrow Bank" and together as the 1997
Escrow Bank, the "Escrow Bank"), (iv) to provide for deposit of a reserve fund surety bond (the
"Surety Bond") for the Bonds and (v) to pay costs of issuance related to the 2006 Bonds.
The Bonds shall be secured by a first pledge of and lien on. all of the Tax Revenues (as
defmed in the Indenture) allocated to the Agency with respect to the Merged Redevelopment
Area (the "Project Area"). The payment of principal and interest with respect to the Bonds,
when due, will be insured by a [municipal bond] insurance policy (the "Bond Insurance Policy"),
issued by [BOND INSURER] (the "Bond Insurer") concurrently with the delivery of the Bonds.
Section 2. Description of the Bonds. The Bonds shall be issued pursuant to an
Indenture of Trust (the "Indenture"), dated as of March 1, 2006, by and between the Agency and
The Bank of New York Trust Company, N.A., as trustee (the "Trustee") and pursuant to the
California Community Redevelopment Law, constituting Part 1, Division 24 commencing with
Section 33000) of the California Health and Safety Code (the "Redevelopment Law") and a
resolution of the Agency adopted [February 22], 2006. The Bonds shall be as described in the
Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together
with all exhibits and appendices included therein or attached thereto and such amendments or
supplements thereto which shall be approved by the Underwriter, is hereinafter called the
"Official Statement").
inside cover page of the Official Statement. The Underwritten Bonds may be offered and sold to
certain dealers at prices lower than such initial public offering prices.
Section 4. Delivery of Official Statement. The Agency has delivered or caused to
be delivered to the Underwriter prior to the execution of this Purchase Agreement, copies of the
Preliminary Official Statement, dated as of February _, 2006, relating to the Bonds (the
"Preliminary Official Statement"). Such Preliminary Official Statement is the official statement
deemed final by the Agency for purposes of Rule 15c2-12 (the "Rule'') under the Securities
Exchange Act of 1934 (the "Exchange Act") and approved for distribution by resolution of the
Agency. The Agency shall have executed and delivered to the Underwriter a certification to
such effect in the form attached hereto as Appendix B.
Within seven (7) business days from the date hereof, the Agency shall deliver to the
Underwriter a [mal Official Statement, executed on behalf of the Agency by an authorized
representative of the Agency and dated the date hereof, which shall include information
permitted to be omitted by paragraph (b )(1) of the Rule and with such other amendments or
supplements as shall have been approved by the Agency and the Underwriter. The Agency also
agrees to deliver to the Underwriter, at the Agency's' sole cost and at such address as the
Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall
reasonably request as necessary to comply with paragraph (b)( 4) of the Rule and with Rule 0-32
and all other applicable rules of the Municipal Securities Rulemaking Board.
The Agency will undertake, pursuant to the Indenture and a continuing disclosure
certificate (the "Continuing Disclosure Certificate"), to provide certain annual financial
information and notices of the occurrence of certain events, if material. The form of the
Continuing Disclosure Certificate is appended to the Official Statement. [CONFIRM - The
Agency has complied timely with its prior undertaking to provide continuing disclosure pursuant
to S.E.C. Rule 15c2-l2(b)(5).]
Section 5. The Closing. On March _, 2006, or at such other date and times as shall
have been mutually agreed upon by the Agency and the Underwriter (the "Delivery Date"), the
Agency and the Authority will deliver or cause to be delivered to the Underwriter the certificates,
opinions and documents hereinafter mentioned, each of which shall be dated as of the Delivery
Date. The activities relating to the execution and delivery of the Bonds, opinions and other
instruments as described in Section 9 of this Purchase Agreement shall occur on the Delivery
Date. The delivery of the certificates, opinions and documents as described herein shall be made
at the offices of Bond Counsel, or at such other place as shall have been mutually agreed upon by
the Agency and the Underwriter. Such delivery is herein called the "Closing".
On or before 1 0:00 a.m. California Time, on the Delivery Date, the Agency will deliver,
or cause to be delivered to or.on behalf ofDTC, the Bonds, in definitive form duly executed and
authenticated by the Trustee, and the Underwriter will pay the Purchase Price by delivering to
the Trustee, for the account of the Agency, a wire transfer in federal funds of the Purchase Price
payable to the order of the Trustee.
The Bonds will be prepared and physically delivered to the Trustee on the Delivery Date
in the form of a separate single fully registered bond for each of the maturities of the Bonds. The
Bonds shall be registered in the name of the Cede & Co., as registered owner and nominee for
The Depository Trust Company ("DTC"), New York, New York. The Bonds will be
authenticated by the Trustee in accordance with the terms. and provisions of the Indenture and
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(c) Official Statement Accurate and Complete. The statements and
information relating to the City, the Agency, the Project Area and the Redevelopment
Plan set forth in the Preliminary Official Statement were as of its date, and the final
Official Statement are, and at all times subsequent to the date of the [mal Official
Statement up to and including the Closing will be, true and correct in all material
respects, and the Preliminary Official Statement and the final Official Statement (except
for any information relating to the Bond Insurer, the Bond Insurance Policy and DTC, as
to which no opinion or view is expressed) contain, and up to and including the Closing
will contain, no misstatement of any material fact and do not, and up to and including the
Closing will not, omit any statement necessary to make the statements contained therein,
in the light of the circumstances in which such statements were made, not misleading.
(b) Due Authorization and Approval. By all necessary official action of the
Agency, the Agency has du1y adopted and authorized the distribution of the Preliminary
Official Statement and the Official Statement, and has duly authorized and approved the
execution and delivery of, and the performance by the Agency of the obligations
contained in, the Agency Documents and as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified or rescinded.
When executed and delivered, the Agency Documents will constitute the l~gally valid
and binding obligations of the Agency enforceable in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or affecting creditors' rights
generally. The Agency has complied, and will at the Closing be in compliance in all
respects, with the terms of the Agency Documents, provided that no representation is
made with respect to compliance with the securities or "Blue Sky" laws of the various
states of the United States.
(a) Due Organization and Existence of Agency. The Agency is a public body
corporate and politic, organized and existing under the laws of the State of California,
including the Redevelopment Law, with full right, power and authority to execute,
deliver and perform its obligations under the Agency Documents and to carry out and
consummate the transactions contemplated by the Agency Documents and the Official
Statement.
Section 6. Agency Representations, Warranties and Covenants. The Agency
represents, warrants and covenants to the Underwriter that:
shall be delivered, on behalf of the Agency, as required by DTC to assure delivery of the Bonds
on the Delivery Date. It is anticipated that CUSIP identification numbers will be printed on the
Bonds, but neither the failure to print such number on any Bonds nor any error with respect
thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and
pay for the Bonds in accordance with the terms of this Purchase Agreement. The Underwriter
shall pay the CUSlP Service Bureau charge for the assignment of such numbers. The Bonds
shall be made available to the Underwriter for purposes of inspection at least two business days
before the Closing Date.
(d) Amendments and Supplements to Official Statement. If, at any time
between the date of this Purchase Agreement and the date 25 days following the later of
the Delivery Date or the "End of the Underwriting Period" (which will be the date the
Underwriter no longer retains, directly or as a member of an underwriter syndicate, an
unsold balance of the Bonds for sale to the public) the Agency has know ledge of an event
that might or would cause the Official Statement to contain an untrue statement of a
material fact or to omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading, the Agency will promptly notify the Underwriter in writing of the
circumstances and details of such event. If, as a result of such event or any other event, it
is necessary, in the opinion of the Underwriter, the Agency or its counsel, to amend or
supplement the Official Statement in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, the Agency will
forthwith cooperate with the Underwriter in the prompt preparation and furnishing to the
Underwriter of a reasonable number of copies of an amendment of or a supplement to the
Official Statement, in form and substance reasonably satisfactory to the Underwriter,
which will so amend or supplement the Official Statement so that, as amended or
supplemented, it will not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the. light of the
circumstances under which they were made, not misleading. In addition, the Agency will
advise the Underwriter promptly ofthe institution of any proceedings known t.o it by any
governmental agency prohibiting or otherwise affecting the use of the Official Statement
in connection with the offering, saleor distribution of the Bonds.
(e ) No Breach or Default. As of the time of acceptance hereof and as of the
time of the Closing, except as otherwise disclosed in the Official Statement, the Agency
is not and will not be in breach of or in default under any applicable constitutional
provision, law or administrative rule or regulation of the State of California or the United
States, or any applicable judgment or decree or any trust agreement, loan agreement,
bond, note, resolution, ordinance, agreement or other instrument to which the Agency is a
party or is otherwise subject, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument; and, as of such times, except as disclosed in the
Official Statement, the authorization, execution and delivery of the Agency Documents
and compliance with the provisions of each of such agreements or instruments do not and
will not conflict with or constitute a breach of or default under any applicable
constitutional provision, law or administrative rule or regulation of the State of Califomia
or the United States, or any applicable judgment, decree, license, permit, trust agreement, ,
loan agreement, bond, note, resolution, ordinance, agreement or other instrument to
which the Agency (or any of its officers in their respective capacities as such) is subject,
or by which it or any of its properties is bound, nor will any such authorization,
execution, delivery or compliance result in the creation or imposition of any lien, charge
or other security interest or encumbrance of any nature whatsoever upon any of its assets
or properties .or under the terms of any such law, regulation or instrument, except as may
be provided by the Agency Documents.
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Section 7. Authority Representations, Warranties and Covenants. The Authority
represents, warrants and covenants to the Underwriter that:
(j) Arbitrage Certificate. The Agency has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect that it is a bond issuer
whose arbitrage certificates may not be relied upon.
(i) Court Order. The Agency is not subject to a court order rendered
pUrsuant to Section 33080.8 of the Redevelopment Law prohibiting the Agency from
among other things, issuing, selling, offering for sale, or delivering bonds or other
eyidences of indebtedness.
(h) Excess Surplus. The Agency's Low and Moderate Income Housing Fund
established pursuant to Section 33334.3 of the Redevelopment Law does not on the date
hereof, and will not on the date of the Closing, contain an "excess surplus" (within the
meaning of Section 33334.12 of the Redevelopment Law) that would cause the Agency
to be or become subject to the sanctions contained in Section 33334.12(e)(1) of the
Redevelopment Law.
(g) Preliminary Official Statement. For purposes of the Rule, the Agency has
heretofore deemed final the Preliminary Official Statement prior to its use and
distribution by the Underwriter, except for the information specifically permitted to be
omitted by paragraph (b)(l) of the Rule.
(f) No Litigation. As of the time of acceptance hereof and the Closing, except
as disclosed in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public
board or body, pending or threatened (i) in any way questioning the corporate existence
of the Agency or the titles of the officers of the Agency to their respective offices;
(ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be
pledged to pay the principal of and interest on the Bonds, or in any way contesting or
affecting the validity of the Agency Documents or the consummation of the transactions
contemplated thereby, or contesting the exclusion of the interest on the Bonds from
taxation or contesting the powers of the Agency and its authority to pledge the Tax
Revenues; (iii) which may result in any material adverse change upon the financial
condition or the revenues of the Agency or which, in any manner, questions the right of
the Agency to use the Tax Revenues for repayment of the Bonds or affects in any manner
the right or ability of the Agency to collect or pledge the Tax Revenues; or (iv) contesting
the completeness or accuracy of the Preliminary Official Statement or the fmal Official
Statement or any supplement or amendment thereto or asserting that the Preliminary
Official Statement or the fmal Official Statement contained any untrue statement of a
material fact or omitted. to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, and, to the best knowledge of the Agency officer signing
this Purchase Agreement, there is no basis for any action, suit, proceeding, inquiry or
investigation ofthe nature described in clauses (i) through (iv) of this sentence.
(a) Due Organization and Existence of Authority. The Authority is a joint
powers authority, duly organized and existing, and authorized to transact business and
exercise powers under and pursuant to the provisions of the laws of the State of
California and has, and on Closing date will have, full legal right, power and authority to
enter into this Purchase Agreement, and to carry out and to consummate the transactions
contemplated by this Purchase Agreement.
(b) Official Statement Accurate and Complete. The information relating to
the Authority contained in the Preliminary Official Statement and the final Official
Statement is correct in all material respects and does not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements contained therein, in the light of the circumstances under
which they were made, not misleading.
(c) Purchase and Sale of Bonds. The Bonds will be purchased and sold by
the Authority pursuant to the Mark-Roos Local Bond Pooling Act of 1985, constituting
Article 4 of Chapter 5, Division 7 of Title 1 (commencing with Section 6584) of the
California Government Code (the "JP A Act"). By all necessary official action of the
Authority prior to or concurrently with the acceptance hereof, the Authority has
authorized and approved the purchase of the Bonds from the Agency and the sale and
delivery of the Bonds to the Underwriter, such authorizations and approvals are in full
force and effect and have not been amended, modified or rescinded. When du1y executed
and delivered by all parties hereto, this Purchase Agreement will constitute the legal,
valid and binding obligation of the Authority, enforceable in accordance with its terms.
(d) Compliance with Law. The Authority has complied, and will on the
Closing Date be in compliance, in all respects, with the JP A Act and all other applicable
laws of the State of California (and it is understood that the Authority is not responsible
for compliance with or the consequences of failure to comply with applicable "Blue Sky"
laws).
(e) No Litigation. Except as otherwise disclosed in the Official Statement and
to the best knowledge of such signing officer after due inquiry, there is no litigation,
proceeding, action, suit, or investigation at law or in equity before or by any court,
governmental Authority or body, pending or threatened against the Authority,
challenging the creation, organization or existence of the Authority, or the validity of this
Purchase Agreement or contesting the authority of the Authority to enter into or perform
its obligations under this Purchase Agreement.
Section 8. Closing Conditions. The Underwriter has entered into this Purchase
Agreement in reliance upon the representations, warranties and covenants herein and the
performance by the Agency and the Authority of their respective obligations hereunder, both as
of the date hereof and as of the date of the Closing. The Underwriter's obligations under this
Purchase Agreement to purchase and pay for the Bonds shall be subject to the following
additional conditions:
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(iii) The Agency's obligations under the Indenture are exempt from
registration under the Securities Act of 1933, as amended (the "Securities Act"),
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(ii) The statements contained in the Official Statement (including the
cover page and the Appendices thereto), insofar as such statements purport to
summarize certain provisions of the Bonds, the Indenture or federal tax law,
accurately summarize the information presented therein; provided that Bond
Counsel need not express any opinion with respect to any [mancial or statistical
information contained therein.
(i) This Purchase Agreement has been duly authorized, executed and
delivered by the Agency and the Authority, as applicable, and constitute the valid,
legal and binding agreements of the Agency and the Authority, as applicable,
enforceable in accordance with its terms.
(b) Supplemental Opinion. A supplemental opinion or opinions of Bond
Counsel addressed to the Underwriter, in form and substance acceptable to the
Underwriter, and dated the date of the Closing substantially to the following effect:
(a) Bond Counsel Opinion. An approving opinion of Jones Hall, A
Professional law Corporation ('Bond Counsel"), dated the date of the Closing and
substantially in the form appended to the Official Statement, together with a letter from
Bond Counsel, dated the date of the Closing and addressed to the Underwriter, to the
effect that the foregoing opinion may be relied upon by the Underwriter to the same
extent as if such opinion were addressed. to each of them.
Section 9. Closing Documents. In addition to the other conditions to the
Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds, at
or before the Closing the Underwriter shall receive each of the following documents, provided
that the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof
shall be conclusive evidence that the requirements of this Section 9 shall have been satisfied or
waived by the Underwriter:
(c) Closing Documents. At or prior to the Closing, the Underwriter shall
receive each of the documents identified in Section 9.
(b) Executed Agreements and Performance Thereunder. At the time of the
Closing (i) the Agency Documents shall be in full force and effect, and shall not have
been amended, modified or supplemented except with the written consent of the
Underwriter and (ii) there shall be in full force and effect such resolutions of the Agency
and the Authority (the "Resolutions") as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated by the Official Statement and
the Agency Documents.
(a) Bring-Down Representation. The representations, warranties and
covenants of the Authority and the Agency contained herein shall be true, complete and
correct at the date hereof and at the time of the Closing, as if made on the date of the
Closing.
and the Indenture is .exempt from qualification pursuant to the Trust Indenture Act
of1939, as amended.
(c) Defeasance Opinion. A defeasance opinion or opinions of Bond Counsel,
dated the date of Closing, and addressed to the Underwriter and. the Trustee as to
defeasance of the Prior Bonds.
(d) Agency Counsel Opinion. An opinion of Counsel to the Agency, dated the
date of the Closing and addressed to the Underwriter, in form and substance acceptable to
the Underwriter substantially to the following effect:
(i) The Agency is a public body corporate and politic duly organized
and validly existing under the laws of the State of California, with the full right,
power and authority to issue the Bonds and to execute, deliver and perform its
obligations under the Agency Documents.
(ii) The resolution of the Agency approving and authorizing the
execution and delivery of the Agency Documents and approving the Official
Statement (the "Agency Resolution") was duly adopted at a meeting of the
Agency which was called and held pursuant to law and with all public notice
required by law and at which a quorum was present and acting throughout, and
the Agency Resolution is in full force .and effect and has not been modified,
amended or rescinded.
(iii) The Agency Documents have been duly executed and delivered by
the Agency and, when duly executed and delivered by all parties thereto, will
constitute legal, valid and binding obligations of the Agency, enforceable in
accordance with their respective terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or limiting creditors' rights generally, or by the
availability of equitable remedies.
(iv) Except as otherwise disclosed in the Official Statement, there is no
litigation, proceeding, action, suit, or investigation at law or in equity before or by
any court, governmental agency or body, pending, with process having been
served, or, to the best knowledge of such counsel, threatened against the Agency,
. challenging the creation, organization or existence of the Agency, or the validity
of the Agency Documents or seeking to restrain or enjoin the repayment of the
Bonds or in any way contesting or affecting the validity of the Agency
Documents or contesting the authority of the Agency to enter into or perform its
obligations under any of the Agency Documents, or under which a determination
adverse to the Agency would have a material adverse effect upon the financial
condition or the revenues of the Agency, or which, in any manner, questions the
right of the Agency to use the Tax Revenues for repayment of the Bonds or
affects in any manner the right or ability of the Agency to collect or pledge the
Tax Revenues.
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(iv) There is no action, suit, proceeding or investigation at law or in
equity before or by any court, public board or body pending, with process having
been served, or, to the best knowledge of such counsel, threatened against or
affecting the Authority to restrain or enjoin the Authority's participation in, or in
any way contesting the existence of the Authority or the powers of the Authority
with respect to the transactions contemplated by this Purchase Agreement.
(iii) This Purchase Agreement, when duly executed and delivered by
the parties hereto, will constitute a legal, valid and binding obligation of the
Authority, enforceable in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratoriUm,
or similar laws relating to or limiting creditors' rights generally, or by the
availability of equitable remedies;
(ii) The resolution of the Authority approving and authorizing the
execution and delivery of this Purchase Agreement (the "Authority Resolution")
was duly adopted at a meeting of the Authority which was called and held
pursuant to law and with all public notice required by law and at which a quorum
was present and acting throughout and the Authority Resolution is in full force
and effect and has not been modified, amended or rescinded.
(i) The Authority is a public body, corporate and politic, organized
and existing under the laws of the State of California, including the JP A Act, with
the full right, power and authority to execute, deliver and perform its obligations
under this Purchase Agreement.
( e) Authority Counsel Opinion. An opinion of Counsel to the Authority,
dated the Closing Date and addressed to the Underwriter, to the effect that:
(v) As of the time of acceptance hereof and as of the Delivery Date,
except as otherwise disclosed in the Official Statement, to the best knowledge of
such counsel after due inquiry, the Agency is not and will not, to an extent which
would materially adversely affect the Agency's ability to pay principal of and
interest on the Bonds when due, be in breach of or in default under any applicable
law or administrative regulation of the State of California or the United States, or
any applicable judgment or decree or any trust agreement, loan agreement, bond,
note, resolution, ordinance, agreement or other instrument to which the Agency is
a party or is otherwise subject; and, as of such times, except as disclosed in the
Official Statement, the execution and delivery of Agency Documents and the
adoption of the resolutions authorizing same in compliance with the provisions of
each of such agreement or instruments do not and will not, to an extent which
would materially adversely affect the Agency's ability to pay principal of and
interest on the Bonds when due, conflict with or constitute a breach of any
applicable law or administrative regulation of the state of California or the United
States or any applicable judgment or decree or any trust agreement, loan
agreement, bond, note, resolution, ordinance, agreement or other instrument to
which the Agency is a party or is otherwise subject.
(f) Trustee and Escrow Bank Counsel Opinion. The opinion of counsel to the
Trustee and the Escrow Bank, dated the date of the Closing, addressed to the Agency and
the Underwriter, to the effect that:
(i) The Trustee is a national banking association, duly organized and
validly existing under the laws of the United States of America, having full power
to enter into, accept and administer the trusts created under the Indenture and the
Escrow Agreements.
(ii) The Indenture and the Escrow Agreements have been duly
authorized, executed and delivered by the Trustee and the Indenture and the
Escrow Agreements constitute the legal, valid and binding obligations of the
Trustee, enforceable in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws affecting the enforcement
of creditors' rights generally and by the application of equitable principles, if
equitable remedies are sought.
(iii) Except as may be required under Blue Sky or other securities laws
of any state, no consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Trustee that has
not been obtained is or will be required for the execution and delivery of the
Indenture or the Escrow Agreements, or the consummation of the transactions
contemplated by the Indenture and the Escrow Agreements.
(g) Disclosure Counsel Opinion. An opinion of Jones Hall, A Professional
Law Corporation ("Disclosure Counsel"), dated the date of the Closing, addressed to the
Agency and the Underwriter, to the effect that the Bonds are not subject to the
registration requirements of the Securities Act of 1933, as amended, and that the
Indenture is exempt from qualifications pursuant to the Trust Indenture Act of 1939, as
amended.
In addition, such counsel shall state in its letter containing the foregoing opinion,
or in a separate letter, dated the date of the Closing, to the effect that based upon its
participation in the preparation of the Official Statement and without having undertaken
to determine independently the fairness, accuracy or completeness of the statements
contained in the Official Statement, such counsel has no reason to believe that, as of its
date and the date of the Closing, the Official Statement (excluding therefrom the reports,
financial and statistical data and forecasts therein and the information included in
Appendices A, B, E, F and H thereto and excluding information relating to the Bond
Insurer, the Bond Insurance Policy and DTC, as to which no advice need be expressed)
contained or contains any untrue statement of a material fact or omitted or omits to state
a material fact required to be stated therein or necessary to make the, statements therein,
in the light of the circumstances under which they were made, not misleading.
(h) Underwriter's Counsel Opinion. An opinion of Nixon Peabody LLP,
counsel to the Underwriter, addressed to the Underwriter and dated the Closing Date, in
form and substance satisfactory to the Underwriter.
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(k) Trustee's and Escrow Bank's Certificate. A certificate of the Trustee,
dated the date of Closing, in form and substance acceptable to the Underwriter, to the
following effect:
(iii) No event affecting the Authority has occurred since the date of the
Official Statement which either makes untrue or incorrect in any material respect
as of the Delivery Date any statement or information contained in the Official
Statement or is omitted from the Official Statement but should be contained
therein or in any supplement or amendment thereto in order to make the
statements therein, in the light of the circumstances under which they were made,
not misleading.
(ii) The Authority has complied with all the agreements and satisfied
all of the conditions on its part to be performed or satisfied at or prior to Closing.
(i) The representations, warranties and covenants of the Authority
contained herein are true and correct in all material respects on and as of the date
of the Closing as if made on the date of the Closing and the Authority has
complied with all of the terms and conditions of this Purchase Agreement
required to be complied with by the Authority at or prior to the date of the
Closing.
G) Authority Certificate. A certificate of the Authority, dated the date of the
Closing, signed on behalf of the Authority by the Executive Director or other duly
authorized officer of the Authority to the effect that:
(iii) No event affecting the Agency has occurred since the date of the
Official Statement which either makes untrue or incorrect in any material respect
as of the Delivery Date any statement or information contained in the Official
Statement or is omitted from the Official Statement but should be contained
therein or in any supplement or amendment thereto in order to make the
statements therein, in the light of the circumstances under which they were made,
not misleading.
(ii) The Agency has complied with all the agreements and satisfied all
of the conditions on its part to be performed or satisfied at or prior to Closing.
(i) The representations, warranties and covenants of the Agency
contained herein are true and correct in all material respects on and as of the date
of the Closing as if made on the date of the Closing and the Agency has complied
with all of the terms and conditions of this Purchase Agreement required to be
complied with by the Agency at or prior to the date of the Closing.
(i) Agency Certificate. A certificate of the Agency, dated the date of thetClosing, signed on behalf of the Agency by the Executive Director or other duly
authorized officer of the Agency to the effect that:
8526039.3
(i) The Trustee is duly organized and existing as a national banking
association in good standing under the laws of the United States of America,
having the full power and authority to enter into and perform its duties under the
Indenture and the Escrow Agreements.
(ii) The Trustee has all necessary power and authority to . enter into,
and perform its duties and accepts the trusts created under, the Indenture and the
Escrow Agreements.
(iii) To its best knowledge after due inquiry, there is no action, suit,
proceeding or investigation, at law or in equity, before or by any court or
governmental agency, public board or body that has been served on the Trustee or
threatened against the Trustee which in the reasonable judgment of the Trustee,
would affect the existence of the Trustee or in any way contesting or affecting the
validity or enforceability of the Indenture or the Escrow Agreements or contesting
the powers of the Trustee or its authority to enter into and perform its obligation
under the Indenture or the Escrow Agreements.
(iv) To its best knowledge after due inquiry, the Trustee is not in
breach of or default under any law or administrative rule or regulation of the State
of California or the. United States of America, or of any department, division,
agency or instrumentality thereof, or any applicable court or administrative decree
or order to which the Trustee is subject or bound and which would materially
impair the ability of the Trustee to perform its obligations under the Indenture and
the Escrow Agreements, and the execution and delivery of the Indenture and the
Escrow Agreements and the authentication of the Bonds will not conflict with or
constitute a breach of or default under the Trustee's duties under any law,
administrative regulation, court decree, resolution, charter or bylaws to which the
Trustee is subject or by which it is bound.
(1) Bond Insurance Policy and Surety Bond and Bond Insurer Opinions. An
original executed Bond Insurance Policy and Surety Bond, together with an opinion or
opinions of counsel to the Bond Insurer in form and substance acceptable to the
Underwriter.
(m) Bond Insurer Certificate. A certificate of the Bond Insurer or an opinion
of counsel to the Bond Insurer, dated the date of the Closing, to the effect that the
information contained in the Official Statement regarding the Bond Insurance Policy and
the Bond Insurer is true and correct in all material respects.
(n) Evidence of Ratings. Satisfactory evidence that the Bonds have been rated
"Aaa" and "AAA" by Moody's Investors Service ("Moody's") and Standard & Poor's
Rating Services, a division of The McGraw Hill Companies, Inc. ("S&P"), respectively,
in each case with the understanding that the Bond Insurance Policy will be issued with
respect to the Bonds on the Delivery Date[, and that the Bonds have received underlying
ratings of "_" and "_" from Moody's and S&P, respectively - IF UNDERLYING
RATINGS ARE DISCLOSED].
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(b) the marketability of the Bonds or the market price thereof, in the opinion
of the Underwriter, has been materially adversely affected by an amendment to the
Constitution of the United States or by any legislation in or by the Congress of the United
States or by the State of California, or the amendment of legislation pending as of the
date of this Purchase Agreement in the Congress of the United States, or the
recommendation to Congress or endorsement for passage (by press release, other form of
notice or otherwise) of legislation by the President of the United States, the Treasury
Department of the United States, the Internal Revenue Service or the Chairman or
ranking minority member of the Committee on Finance of the United States Senate or the
Committee on Ways and Means of the United States House of Representatives, or the
(a) any event shall occur which causes any statement contained in the Official
Statement to be materially misleading or results in a failure of the Official Statement to
state a material fact necessary to make the statements in the Official Statement, in the
light of the circumstances under which they were made, not misleading; or
Section 10. Termination Events. The Underwriter shall have the right to terminate
this Purchase Agreement, without liability therefor, by notification to the Agency and the
Authority if at any time between the date hereof and prior to the Closing:
If the Agency or the Authority shall be unable to satisfy the conditions contained in this
Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason
permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the
Underwriter nor the Agency or the Authority shall be under further obligation hereunder, except
as further set forth in Section 11 hereof.
(p) Additional Documents. (1) An original executed copy of each of the
Agency Documents and the Official Statement, (2) a certified copy of each of the
Resolutions, (3) an arbitrage certificate in form acceptable to Bond Counsel, (4) a
verification report with respect to the Bonds prepared by the [VERIFICA nON AGENT],
(5) a report of the Fiscal Consultant in substantially the form attached to the Official
Statement, (6) a copy of the Bond Insurance Policy issued by the Bond Insurer, (7) a copy
of each report required to be delivered to the California Debt and Investment Advisory
Commission pursuant to Section 8855(g) of the Government Code of the State, (8) a copy
or verification of the filing of a letter of representation or such equivalent document as
required by DTC, and (9) such additional certificates, instruments and other documents as
Bond Counsel, the Agency or the Underwriter may reasonably deem necessary.
(0) Fiscal Consultant's Certificate. A certificate of Seifel Consulting Inc.,
(the "Fiscal Consultant"), dated the Closing Date, to the effect that the information in the
Official Statement under the headings "THE PROJECT AREA," and under APPENDIX
A - "Fiscal Consultant's Report" to the Official Statement, is true and correct in all
material respects, and contains no misstatement of any material fact and does not omit
any statement necessary to make the statements contained therein, in the light of the
circumstances in which such statements were made, not misleading, and consenting to the
use of the report of the Fiscal Consultant in the Preliminary Official Statement and the
Official Statement.
proposal for consideration of legislation by either such Committee or by any member
thereof, or the presentment of legislation for consideration as an option by either such
Committee, or by the staff of the Joint Committee on Taxation of the Congress of the
United States, or the favorable reporting for passage of legislation to either House of the
Congress of the United States by a Committee of such House to which such legislation
has been referred for consideration, or any decision of any Federal or State court or any
ruling or regulation (fmal, temporary or proposed) or official statement on behalf of the
United States Treasury Department, the Internal Revenue Service or other federal or State
authority materially adversely affecting the federal or State tax status of the Agency, or
the interest on bonds or notes or obligations of the general character of the Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be
enacted by any governmental body, department or agency of the State of California, or a
decision by any court of competent jurisdiction within the State of California or any court
of the United States shall be rendered which, in the reasonable opinion of the
Underwriter, materially adversely affects the market price of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or a
decision by a court of the United States shall be rendered, or a stop order, ruling,
regulation or official statement by, or on behalf of, the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter
shall be issued or made to the effect that the issuance, offering or sale of obligations of
the general character of the Bonds, or the issuance, offering or sale of the Bonds,
including all underlying obligations, as contemplated hereby or by the Official Statement,
is in violation or would be in violation of, or that obligations of the general character of
the Bonds, or the Bonds, are not exempt from registration under, any provision of the
federal securities laws, including the Securities Act of 1933, as amended and as then in
effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939,
as amended and as then in effect; or
( e) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by
any national securities exchange which restrictions materially adversely affect the
Underwriter's ability to trade the Bonds; or
(f) a banking moratorium shall have been declared either by federal orNew
York State authorities; or
(g) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other calamity or
crisis the effect of which on financial markets is such as to make it, in the sole judgment
of the Underwriter, impractical or inadvisable to proceed with the offering or delivery of
the Bonds as contemplated by the fmal Official Statement (exclusive of any amendment
or supplement thereto); or
- 15 -
8526039.3
P.15
P.16
S526039.3
Section 13. Entire Agreement. This Purchase Agreement, when accepted by the
Agency and the Authority, shall constitute the entire agreement among the Agency, the
Authority and the Underwriter and is made solely for the benefit of the Agency, the Authority
and the Underwriter (including any successors or assigns of the Underwriter). No other person
- 16-
Citigroup Global Markets Inc.
Citigroup Center, Suite 2800
One Sansome Street
San Francisco, California 94104
Attn: Public Finance Department
Section 12. Notice. Any notice or other communication to be given to the Agency and
the Authority under this Purchase Agreement may be given by delivering the same in writing to
such entity at the address set forth above, Any notice or other communication to be given to the
Underwriter under this Purchase Agreement may be given by delivering the same in writing to:
The Agency shall pay for expenses (included in the expense component of the spread)
incurred on behalf of the Agency's employees which are incidental to implementing this
Purchase Agreement, including, but not limited to, meals, transportation, lodging, and
entertainment of those employees.
The Underwriter shall pay and the Agency (and shall be under no obligation to pay all
expenses incurred by it in connection with the public offering and distribution of the Bonds) the
fees of the California Debt and Investment Advisory Commission and the CUSIP Service Bureau
charge for the assignment of CUSIP numbers to the Bonds.
Section 11. Expenses. The Underwriter shall be under no obligation to pay and the
Agency shall payor cause to be paid the expenses incident to the performance of the obligations
of the Agency and the Authority hereunder including but not limited to (a) the costs of the
preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of
the Agency Documents and the cost of preparing, printing, issuing and delivering the definitive
Bonds, (b) the fees and disbursements of any counsel,. financial advisors, accountants or other
experts or consultants retained by the Agency; (c) the fees and disbursements of Bond Counsel
and Disclosure Counsel; and (d) the cost of printing the Preliminary Official Statement and any
supplements and amendments thereto and the cost of printing the Official Statement, including
the requisite number of copies thereof for distribution by the Underwriter.
G) the withdrawal or downgrading of any rating of the Bonds or any other
securities of the Agency secured by the Tax Revenues by a national rating agency.
(i) trading in the Agency's outstanding securities shall have been suspended
by the Securities and Exchange Commission or trading in securities generally on the New
York Stock Exchange shall have been suspended or limited or minimum prices shall have
been established on such Exchange; or
(h) the commencement of any action, suit or proceeding described in Section
6(f) hereof which, in the judgment of the Underwriter, materially adversely affects the
market price of the Bonds; or
shall acquire or have any right hereunder by virtue hereof, except as provided herein. All the
Agency's and the Authority's representations, warranties and covenants in this Purchase
Agreement shall remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Underwriter.
Section 14. Counterparts. This Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the same instrument.
Section 15. Severability. In case anyone or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
Section 16. State of California Law Governs. The validity, interpretation and
performance of this Purchase Agreement shall be governed by the laws of the State of California.
Section 17. No Assignment. The rights and obligations created by this Purchase
Agreement shall not be subject to assignment by the Underwriter, the Authority or the Agency
without the prior written consent of the other parties hereto.
- -
- 17 -
8526039.3
P.17
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- 18 -
[Name],
[Title]
CITIGROUP GLOBAL MARKETS INC.
8526039.3
[Name],
[Title]
BY:
CITY OF SOUTH SAN FRANCISCO
CAPITAL IMPROVEMENTS
FINANCING AUTHORITY
[Name],
[Title]
By:
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO
Accepted as of the date fIrst stated above:
By:
APPENDIX A
Redevelopment Agency of the City of South San Francisco
Merged Redevelopment Project Area
Tax Allocation Revenue Bonds
Series 2006A
MATURITY SCHEDULE, INTEREST RATES AND YIELDS
Maturity Date
(August l).
Amount
Interest Rate
Yield
Price
[To Come]
Mandatory Sinking Fund Schedules
The Bonds maturing .on August 1, 20_ are subject to mandatory sinking fund
redemption in part by lot on August 1 in the years set forth below from sinking fund payments
made by the Agency, at a redemption price equal to the principal amount thereof to be redeemed
together with accrued interest thereon to the redemption date, without premium, in the aggregate
respective principal amounts and on the respective dates as set forth in the following table:
$
Term Bonds Maturing August 1, 20_
Sinking Fund
Redemption Date
(August 1)
Principal Amount
To Be Redeemed
[To Come]
A-I
S526039.3
P.19
P.20
B-1
8526039.3
[Title]
By
REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO
(5) . If, at any time prior to the execution of the final contract of purchase, any
event occurs as a result of which the Preliminary Official Statement might include an
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading, the Agency shall promptly notify the underwriter thereof.
IN WITNESS WHEREOF, we have hereunto set our hands as of the _th day of
February, 2006.
(4) The Preliminary Official Statement is, except for the Permitted Omissions,
deemed final within the meaning of the Rule and has been, and the information therein is
accurate and complete in all material respects except for the Permitted Omissions.
(3) As used herein, "Permitted Omissions" shall mean the offering price(s),
interest rate(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such matters
and the identity of the underwriter(s), all with respect to the Bonds.
(2) In connection with the offering and sale of the Bonds, there has been
prepared a Preliminary Official Statement, dated as of February _, 2006, setting forth
information concerning the Bonds and the issuer of the Bonds (the "Preliminary Official
Statement").
(1) This Certificate is delivered to enable the Underwriter to comply with
Securities and Exchange Commission,Rule 15c2-12 under the Securities Exchange Act of
1934 (the "Rule") in connection with the offering and sale of the Agency's
Redevelopment Agency of the City of South San Francisco Merged Redevelopment
Project Area Tax Allocation Revenue Bonds, Series 2006A (the "Bonds").
The undersigned hereby certifies and represents to (the
"Underwriter") that he is a duly appointed and acting officer of the Redevelopment Agency of
the City of South San Francisco (the "Agency"), and as such is to execute and deliver this
Certificate and further hereby certify and reconfirm on behalf of the Agency to the Underwriter
as follows:
APPENDIX B
RULE 15c2-12 CERTIFICATE
INDENTURE OF TRUST
Dated as of March 1, 2006
by and between the
REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
Relating to:
$[Principal Amount}
Redevelopment Agency of the City of South San Francisco
Merged Redevelopment Proj ect
Tax Allocation Revenue Bonds, Series 2006A
P.21
P.22
ARTICLE V
Other Covenants Of The Agency
Punctual Payment ................ ............ ................. ........... ................. ....... ............................ ... ..33
Limitation on Superior Debt ..................... ............................. ......... .... ............... ..................33
Payment of Claims .... ...... .............. .......... .............................................................................. 33
ARTICLE N
Security of The Bonds; Flow Of Funds; Investments
Security of Bonds; Equal Security .......................................................................................27
Special Fund; Deposit of Tax Revenues .............................................................................27
Debt Service Fund; Transfer of Amounts to Trustee ........................................................28
Investment By Trustee of Moneys in Funds ......................................................................31
Acquisition, Valuation and Disposition of Investments...................................................31
ARTICLE ill
Deposit And Application Of Proceeds Of Series A Bonds
Issuance Of Parity Debt
Issuance of Series A Bonds ............................................................... .............. .................... ..24
Deposit and Application of Proceeds .................................................................................24
Costs of Issuance Fund ........ ......................................................... .......... ........................... ...24
Redevelopment Fund. ........... ........................................................................ ... .....................24
Issuance of Parity Debt ........................ ................ ........................... ............. ....................... ..25
Issuance of Subordinate Debt .................. ................................................ .... ................. .......26
Swap Agreements............................................................................ ... ........................... ........26
Validity of Series A Bonds..... ....... ............................... .........................................................26
ARTICLE IT
Authorization And Terms Of Series A Bonds
Authorization and Purpose of Series A Bonds..................................................................14
Terms of the Series A Bonds ................................................................................................14
Redemption of Series A Bonds ............................................................................................15
Book-Entry System ........ .......... ................. .............. ............................... .... ........ .................. ..17
Transfer of Series A Bonds ............................................................. ......................................20
Exchange of Series A Bonds ..... ........................... ..................... ......... ....... ...... ................ ......20
Registration Books................................................................................................................ .20
Temporary Series A Bonds.. .................... ............ ..... .......... ............ .... ...... ........... ........... ......20
Series A Bonds Mutilated, Lost, Destroyed or Stolen.......................................................21
Payment Procedure Pursuant to Municipal Bond Insurance Policy...............................21
ARTICLE I
Defirritions;RulesOfConstruction
Definitions .... ..................... ........ ............................ ..... ....... ........... .... ... ... .................. ... ...... .......3
Rules of Construction.. ......... ................................... ....... ................. ...... .... ............................13
TABLE OF CONTENTS
INDENTURE OF TRUST
Section 5.01.
Section 5.02.
Section 5.03.
Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05.
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
Section 3.07.
Section 3.08.
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.06.
Section 2.07.
Section 2.08.
Section 2.09.
Section 2.10.
Section 2.11.
Section 1.01.
Section 1.02.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.1l.
Section 5.12.
Section 5.13.
Section 5.14.
Section 6.0l.
Section 6.02.
Section 6.03.
Section 6.04.
Section 6.05.
Section 6.06.
Section 6.07.
Section 6.08.
Section 7.0l.
Section 7.02.
Section 7.03.
Section 7.04.
Section 7.05.
Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 8.08.
Section 8.09.
Section 9.0l.
Section 9.02.
Section 9.03.
Section 9.04.
Books and Accounts; Financial Statement..........................................................................33
Protection of Security and Rights ........................................................................................33
Payments of Taxes and Other Charges...............................................................................34
Continuing Disclosure ...:....... ........................................ ............ .... .... ...................................34
Disposition of Property................................... ............................................................. .........34
Maintenance of Tax Revenues .................. ............... ..... ......... ..............................................34
Redevelopment Plan Limitations ... .......................................................... ......... ..................34
Payment of Expenses; Indemnification .............................:................................................35
Tax Covenants Relating to Series A Bonds ........................................................................35
Rebate of Excess Investment Earnings to United States...................................................36
Further Assurances................................... .................................................... ....... ......... ........ .36
ARTICLE VI
The Trustee
Duties, Immunities and Liabilities of Trustee....................................................................37
Merger or Consolidation ..... ......... ...... ......... ... .......... ......... ..... .... ................. .........................38
Liability of Trustee............................. ................................................................................... 39
Right to Rely on Documents ................................................................................................40
Preservation and Inspection of Documents .......................................................................41
Compensation and Indemnification ................. ............ ........ .................... ..... .....................41
Accounting Records and Financial Statements .................................................................41
Appointment of Co-Trustee or Agent ................................................................................42
ARTICLE vn
Modification Or Amendment Of This Indenture
Amendment...................................... ...................... ........................................................ .... ...43
Effect of Supplemental Indenture .......................................................................................44
Endorsement or Replacement of Series A Bonds After Amendment.............................44
Amendment by Mutual Consent.... ....... ........................ ... ..... ..............................................44
Trustee's Reliance............................. .............. ......... ....... ........... ............ ......... ............ ........ ...44
ARTICLE vm
Events Of Default And Remedies Of Owners
Events of DefaUlt and Acceleration of Maturities .............................................................45
Application of Funds Upon Acceleration....:......................................................................46
Power of Trustee to Control Proceedings ..........................................................................46
Limitation on Owners' Right to Sue....................................................................................47
Non-waiver.. ........ .............................................................:................................................ ... .47
Actions by Trustee as Attorney-in-Fact ..............................................................................48
Remedies Not Exclusive............... ................... .................... .............................. ..... ....... .... ...48
Municipal Bond Insurer as Third-Party Beneficiary .........................................................48
Rights of Municipal Bond Insurer .......................................................................................48
ARTICLE IX
Miscellaneous
Benefits Limited to Parties .. ..................... ................................. .................. .........................49
Successor is Deemed Included in All References to Predecessor ...................................49
Defeasance of Series A Bonds ..............................................................................................49
Execution of Documents and Proof of Ownership by Owners .......................................50
P.23
P.24
EXHIBIT A - FORM OF SERIES A BONDS
Disqualified Bonds..................... ......... ........ ........................................................................ ..50
Waiver of Personal Liability .......................................... ........... .............. ...... .............. ..........51
Destruction of Canceled Bonds ...........................................................................................51
Notices. ..... ........................... ....... ................ ................................ ........... ......... ........................51
Notices to be Given to the Municipal Bond Insurer .........................................................51
Partial Invalidity..... ............................. ...... ........................................................................... .52
Unclaimed Moneys ............... ... .......................................... ........................... ........................53
Payment on Business Days............................................. ........ ......... ......... ....... .... ...... .... ..... ..53
Article and Section Headings and References ...................................................................53
Execution in Counterparts ........................... ...................................................................... ..53
Governing Law........ .................. .................... .................. ............. .... ................................ .....53
Section 9.05.
Section 9.06.
Section 9.07.
Section 9.08.
Section 9.09.
Section 9.10.
Section 9.11.
Section 9.12.
Section 9.13.
Section 9.14.
Section 9.15.
INDENTURE OF TRUST
TIllS INDENTURE OF TRUST (this "Indenture") is dated as of March 1, 2006, by and
between the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN fRANCISCO, a
public body corporate and politic duly organized and existing under the laws of the State of
California (the "Agency"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a
national banking association organized and existing under the laws of the United States of
America having a corporate trust office in San Francisco, California, and being qualified to
accept and administer the trusts hereby created, as trustee (the "Trustee").
RECITALS:
WHEREAS, the Agency is a redevelopment agency, duly established and authorized to
transact business and exercise powers under and pursuant to the provisions of the
Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health
and Safety Code of the State of California (the "Redevelopment Law"), including the power to
issue bonds for any of its corporate purposes; and
WHEREAS, the Agency has previously adopted redevelopment plans for the Gateway,
EI Camino Corridor, Downtown/Central and U.S. Steel/Shearwater Project Areas (the
"Constituent Project Areas"); and
WHEREAS, effective June 30,2005, the Agency caused the Constituent Project Areas to
be fiscally merged, as permitted by the Redevelopment Law, such areas, subsequent to such
fiscal merger, being referred to herein as the "Merged Project Area";
WHEREAS, in order to finance various redevelopment projects in the
Downtown/Central Redevelopment Project Area, the Agency issued its $11,590,000 aggregate
principal amount of Redevelopment Agency of the City of South San Francisco
Downtown/Central Redevelopment Project 1997 Tax Allocation Bonds (the "1997
Downtown/Central Bonds"); and
WHEREAS, in order to finance various redevelopment projects in the Gateway
Redevelopment Project Area, the Agency issued its $28,045,000 aggregate principal amount of
Redevelopment Agency of the City of South San Francisco 1999 Tax Allocation Bonds, Series A
(Gateway Redevelopment Project) (the "1999 Gateway Bonds"); and
WHEREAS, in order to refund the 1997 Downtown/Central Bonds and the 1999
Gateway Bonds, and finance various redevelopment projects (the "Project") in the Merged
Project Area, the Agency wishes at this time to issue its $[Principal Amount] aggregate
principal amount of Redevelopment Agency of the City of South San Francisco Merged
Redevelopment Project Tax Allocation Revenue Bonds, Series 2006A (the "Series A Bonds");
and
WHEREAS, the Agency will pledge its Tax Revenues (as herein defined) to the
repayment of the Series A Bonds and any Parity Debt (as herein defined) issued by the Agency,
as provided herein; and
P.25
"
P.26
NOW, THEREFORE, in order to secure the payment of the principal of and the interest
on all Series A Bonds at any time issued and Outstanding under this Indenture according to
their tenor, and to secure the performance and observance of all the covenants and conditions
therein and herein set forth, and to declare the terms and conditions upon and subject to which
the Series A Bonds are to be issued and received, and in consideration of the premises and of
the mutual covenants herein contained and of the purchase and acceptance of the Series A
Bonds by the Owners thereof, and for other valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the Agency and the Trustee do hereby covenant and agree
with one another, for the benefit of the respective Owners from time to time of the Series A
Bonds, as follows:
WHEREAS, the Agency has determined that all acts and proceedings required by law
necessary to make the Series A Bonds, when executed by the Agency, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the
Agency, and this Indenture constitutes a valid and binding agreement for the uses and
purposes herein set forth in accordance with its terms, have been done or taken;
WHEREAS, in order to provide for the authentication and delivery of the Series A
Bonds, to establish and declare the terms .and conditions upon which the Series A Bonds are to
be issued and secured and to secure the payment of the principal thereof and interest thereon,
the Agency and the Trustee have duly authorized the execution and delivery of this Indenture;
and
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.01 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of
any certificate, opinion or other document herein mentioned, have the meanings herein
specified.
"Additional Revenues" means, as of the date of calculation, the amount of Tax
Revenues which, as shown in the Report, are estimated to be receivable by the Agency within
the Fiscal Year following the Fiscal Year in which such calculation is made, as a result of
increases in the assessed valuation of taxable property in the Merged Project Area due to (i)
construction which has been completed but which is not then reflected on the tax rolls, as
identified by an Independent Redevelopment Consultant; and (ii) inflation at an assumed
annual inflation rate of two percent (2%). For purposes of this definition, the term "increases in
the assessed valuation" means the amount by which the assessed valuation of taxable property
in the Merged Project Area is estimated to increase above the assessed valuation of taxable
property in the Merged Project Area as of the date on which such calculation is made.
"Agency" means the Redevelopment Agency of the City of South San Francisco, a
public body, corporate and politic, duly organized and existing under the Redevelopment Law.
"Annual Debt Service" means, for each Bond Year, the sum. of (a) the interest payable
on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Serial Bonds are
retired as scheduled and that the Outstanding Term Bonds are redeemed from Sinking Fund
Installments as scheduled, (b) the principal amount of the Outstanding Serial Bonds payable by
their terms in such Bond Year, and (c) the principal amount of the Outstanding Term Bonds
scheduled to be paid or redeemed from Sinking Fund Installments in such Bond Year. For
purposes of this definition, all Parity Debt that does not bear interest at a rate fixed to the
maturity thereof shall be deemed to bear interest at a rate equal to the maximum. interest rate
permitted for such Parity Debt under the applicable Parity Debt Instrument, provided however,
that if the Agency has entered into a Swap Agreement with respect to such Parity Debt meeting
the requirements of Section 3.07, the interest rate borne by such Parity Debt shall be deemed to
be the interest rate payable by the Agency under such Swap Agreement plus the Basis
Differential Amount.
"Basis Differential Amount" means the amount equal to the principal amount of the
Bonds related to a Swap Agreement multiplied by the greater of (i) 0.25% per annum. or (ii) the
actual per annum interest rate paid on the Bonds that relate to a Swap Agreement in the
previous Fiscal Year less the actual resulting per annum interest rate required to be paid by a
counterparty to the Agency with. respect to the related notional amount under a Swap
Agreement in the previous Fiscal Year without regard to netting of payments payable by the
Agency to the counterparty thereunder; provided, however, that so long as a Swap Agreement
is based on the BMA Municipal Swap Index or the actual rate of the related Bonds, the Basis
Differential Amount shall be zero.
';!
P.27
LI.
P.28
"Costs of Issuance" means all items of expense directly or indirectly payable by or
reimbursable to the Agency relating to the authorization, issuance, sale and delivery of the
Series A Bonds, including but not limited to printing expenses, rating agency fees, filing and
recording fees, initial fees, expenses and charges of the Trustee and its counsel, including the
Trustee's first annual. administrative fee, acceptance fees, fees, charges and disbursements of
attorneys, financial advisors, fiscal consultants, accounting firms, other consultants and other
professionals, fees and charges for preparation, execution and safekeeping of the Series A
Bonds and any other cost, charge or fee ill connection with the original issuance of the Series A
Bonds.
"Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Agency and dated the date of issuance and delivery of the Series A
Bonds, as originally executed and as it may be amended from time to time in accordance with
the terms thereof.
(a) Downtown/ Central Redevelopment Project;
(b) El Camino Corridor Redevelopment Project;
(c) U.S. SteellShearwater Redevelopment Project; and
(d) Gateway Redevelopment Project;
"Constituent Project Areas" means either singularly or collectively, as applicable, the
four redevelopment projects fiscally merged by Ordinance Nos. 1352-2005, 1353-2005, 1354-2005
and 1355-2005, adopted by the City Council of the City on May 25,2005, as follows:
"Closing Date" means . 2006, being the date on which the Series A Bonds are
delivered by the Agency to the Original Purchaser.
"City" means the City of South San Francisco, a municipal corporation organized and
existing under the laws of the State.
"Certificate of the Agency" means a certificate in writing signed by the Chair, Executive
Director, Treasurer or Secretary of the Agency, or any other officer of the Agency duly
authorized by the Agency for that purpose.
"Business Day" means a day of the year (other than a Saturday or Sunday) on which
banks in California or where the office of the Trustee is located, are not required or permitted to
be closed, and on which the Federal Reserve System is open.
"Bonds" means, collectively, the Series A Bonds and any Parity Debt.
"Bond Year" means any twelve-month period beginning on August 2 in any year and
extending to the next succeeding August 1, both dates inclusive; except that the first Bond Year
shall begin on the Closing Date and end on August 1, 2006.
"Bond Counsel" means (a) Jones Hall, A Professional Law Corporation, or (b) any other
attorney or firm of attorneys appointed by or acceptable to the Agency of nationally-recognized
experience in the issuance of obligations the interest on which is excludable from gross income
for federal income tax purposes under the Tax Code.
"Costs of Issuance Fund" means the fund by that name established and held by the
Trustee pursuant to Section 3.03.
"County" means the County of San Mateo, a county duly organized and existing under
the Constitution and laws of the State.
"Debt Service Fund" means the fund by that name established and held by the Trustee
pursuant to Section 4.03.
"Defeasance Securities" means any of the following, or any combination thereof: (a)
cash, (b) State and Local Government Series securities issued by the United States Treasury, (c)
United States Treasury bills, notes and bonds, as traded on the open market, and (d) zero
coupon United States Treasury Bonds.
"Depository" means (a) initially, DTC, and (b) any other Securities Depositories acting
as Depository pursuant to Section 2.04.
"Depository System Participant" means any participant in the Depository's book-entry
system.
"DTC" means The Depository Trust Company, New York, New York, and its successors
and assigns.
"Escrow Bank" means The Bank of New York Trust Company, N.A., acting as Escrow
Bank under the Escrow Deposit and Trust Agreement (1997 Bonds) and the Escrow Deposit
and Trust Agreement (1999 Bonds).
"Escrow Deposit and Trust Agreement (1997 Bonds)" means the agreement of that
name, dated as of March 1, 2006, between the Agency and the Escrow Bank, relating to the
refunding and defeasance of the 1997 Bonds.
"Escrow Deposit and Trust Agreement (1999 Bonds)" means the agreement of that
name, dated as of March 1, 2006, between the Agency and the Escrow Bank, relating to the
refunding and defeasance of the 1999 Bonds.
"Escrow Fund (1997 Bonds)" means the fund of that name established and held under
the Escrow Deposit and Trust Agreement (1997 Bonds).
"Escrow Fund (1999 Bonds)" means the fund of that name established and held under
the Escrow Deposit and Trust Agreement (1999 Bonds).
"Event of Default" means any of the events described in Section 8.01.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is
traded on an established securities market (within the meaning of section 1273 of the Tax Code)
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''Independent Redevelopment Consultant" means any consultant or firm of such
consultants appointed by or acceptable to the Agency and who, or each of whom: (a) is judged
by the Agency to have experience in matters relating to the collection of Tax Revenues or
otherwise with respect to the financing of redevelopment projects; (b) is in fact independent
and not under domination of the Agency; (c) does not have any substantial interest, direct or
indirect, with the Agency other than as the Original Purchaser; and (d) is not connected with
the Agency as an officer or employee of the Agency, but who may be regularly retained to
make reports to the Agency.
"Independent Accountant" means any accountant or firm of such accountants duly
licensed or registered or entitled to practice and practicing as such under the laws of the State,
appointed by or acceptable to the Agency, and who, or each of whom: (a) is in fact independent
and not under domination of the Agency; (b) does not have any substantial interest, direct or
indirect, with the Agency; and (c) is not connected with the Agency as an officer or employee of
the Agency, but who may be regularly retained to make reports to the Agency.
"Indenture" means this Indenture of Trust by and between the Agency and the Trustee,
as amended or supplemented from time to time pursuant to any Supplemental Indenture
entered into pursuant to the provisions hereof.
"Fiscal Year" means any twelve-month period beginning on July 1 in any year and
extending to the next succeeding June 30, both dates inclusive, or any other twelve-month
period selected and designated by the Agency as its official fiscal year period pursuant to a
Certificate of the Agency filed with the Trustee.
"Federal Securities" means: (a) any direct general obligations of the United States of
America (including obligations issued or held in book entry form on the books of the
Department of the Treasury of the United States of America), the payment of principal of and
interest on which are unconditionally and fully guaranteed by the United States of America; (b)
obligations of any agency or department of the United States of America which represent the
full faith and credit of the United States of America or the timely payment of the principal of
and interest on which are secured or guaranteed by the full faith and credit of the United States
of America; and (c) any obligations issued by the State or any political subdivision thereof the
payment of the principal of and interest and premium (if any) on which are fully secured by
Federal Securities described in the preceding clauses (a) or (b).
and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's
length transaction (as referenced above) if (i) the investment is a certificate of deposit that is
acquired in accordance with applicable regulations under the Tax Code, (ii) the investinent is
an agreement with specifically negotiated withdrawal or reinvestment provisions and a
specifically negotiated interest rate (for example, a guaranteed investment contract, a forward
supply contract or other investment agreement) that is acquired in accordance with applicable
regulations under the Tax Code, (ill) the investment is a United States Treasury Security-State
and Local Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment
Fund of the State of California but only if at all times during which the investment is held its
yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable
direct obligation of the United States.
"Information Services" means Financial Information, Inc.'s "Daily Called Bond Service",
30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor;
Mergent/MIS, Inc., 5250 77 Center Drive, Suite ISO, Charlotte, North Carolina, 28217, Attn:
Called Bond Dept.; Kenny S&P, 55 Water Street, New York, New York 10041, Attention:
Notification Department; or in accordance with the then-current guidelines of the Securities
and Exchange Commission, one or more services selected by the Agency which are then
providing information with respect to the Bonds, or if the Agency does not select a service, then
such service or services as the Agency may designate in a Certificate of the Agency to the
Trustee.
"Interest Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03(a).
"Interest Payment Date" means August I, 2006, and each February 1 and August 1
thereafter so long as any of the Series A Bonds remain unpaid.
"Maximum Annual Debt Service" means, as of the date of calculation, the largest
amount of Annual Debt Service on all Outstanding Series A Bonds or any Parity Debt for the
current or any future Bond Year. For purposes of such calculation, there shall be excluded a
pro rata portion of each installment of principal of the Series A Bonds or any Parity Debt,
together with the interest to accrue thereon, in the event and to the extent that the proceeds of
the Series A Bonds or such Parity Debt are deposited in an escrow fund from which amounts
may not be released to the Agency unless the Tax Revenues for the current Fiscal Year, plus, at
the option of the Agency, the Additional Revenues, at least equal one hundred twenty-five
percent (125%) of the amount of Maximum Annual Debt Service.
"Merged Project Area" means the Constituent Project Areas, as fiscally merged
pursuant to Ordinance Nos. 1352-2005, 1353-2005, 1354-2005 and 1355-2005, adopted by the
City Council of the City on May 25, 2005.
"Moody's" means Moody's Investors Service of New York, New York, and its
successors.
"Municipal Bond Insurance Policy" means the financial guaranty insurance policy
issued by the Municipal Bond Insurer insuring the payment, when due, of the principal of and
interest on the Series A Bonds as provided therein.
"Municipal Bond Insurer" or "Insurer" means
, and its successors and assigns.
.,
a
"1997 Bonds" means the Agency's $11,590,000 original principal amount of
Redevelopment Agency of the City of South San Francisco Downtown/Central Redevelopment
Project 1997 Tax Allocation Bonds.
"1999 Bonds" means, collectively, the Agency's $28,045,000 original principal amount
of Redevelopment Agency of the City of South San Francisco 1999 Tax Allocation Bonds, Series
A (Gateway Redevelopment Project), and the $28,045,000 original principal amount of the
...,
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(b) obligations of any of the following federal agencies which obligations
represent full faith and credit of the United States of America, including: (i) Export-
Import Bank; (ii) Farm Credit System Financial Assistance Corporation, (ill) Farmers
Home Administration; (iv) General Services Administration; (v) U.S. Maritime
Administration; (vi) Small Business Administration; (vii) Government National
(a) Federal Securities;
"Permitted Investments" means any of the following which at the time of investment
are legal investments under the laws of. the State for the moneys proposed to be invested
therein, but only to the extent that the same are acquired at Fair Market Value (the Trustee
being entitled to rely upon the direction of the Agency as a determination that such investment
constitutes a Permitted Investment):
"Participating Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Certificate.
"Parity Debt Instrument" means any Supplemental Indenture, entered into or executed
and delivered by the Agency, and under which Parity Debt is issued.
"Parity Debt" means any notes, bonds, loans, advances or other indebtedness issued or
incurred by the Agency on a parity with the Series A Bonds pursuant to Section 3.05.
"Owner" means, with respect to any Bond, the person in whose name the ownership of
such Bond shall be registered on the Registration Books.
"Outstanding", when used as of any particular time with reference to Series A Bonds,
means (subject to the provisions of Section 9.05) all Series A Bonds except: (a) Series A Bonds
theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Series A
Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (c) Series A
Bonds in lieu of or in substitution for which other Series A Bonds shall have been authorized,
executed, issued and delivered by the Agency pursuant hereto.
"Original Purchaser" means Citigroup Global Markets Inc., as original purchaser of the
Bonds.
"Office" means the corporate trust office of the Trustee in San Francisco, California,
Attention: Corporate Trust Department, or at such other place or places as may be designated
by the Trustee from time to time in written notice filed with the Agency, except that with
respect to presentation of Bonds for payment or for registration of transfer and exchange, such
term shall mean the office or agency of the Trustee at any particular time, at which its corporate
trust operations business shall be conducted.
"Nominee" means (a) initially, Cede & Co. as nominee of DTC, and (b) any other
nominee of the Depository designated pursuant to Section 2.04(a).
Authority's 1999 Revenue Bonds, Series A (South San Francisco Redevelopment Projects),
issued in the original principal amount of $31,720,000.
Mortgage Association (GNMA); (viii) U.S. Department of Housing & Urban
Development (PHA's); (ix) Federal Housing Administration and (x) Federal Financing
Bank;
(c) senior debt obligations rated "Aaa" by Moody's and "AAA" by S&Pissued by
the Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation, senior debt obligations of other government-sponsored agencies approved
by the Municipal Bond Insurer, obligations of the Resolution Funding Corporation
(RFFCORP) and senior debt obligations of other government sponsored agencies;
(d) U.S. dollar denominated deposit accounts, federal funds and banker's
acceptances with domestic commercial banks (including the Trustee and its affiliates)
which have a rating on their short term certificates of deposit on the date of purchase of
"P-I" by Moody's and "A-I" or "A-I+" by S&P and maturing no more than.360 days after
the date of purchase, provided that ratings on holding companies are not considered as
the rating of the bank;
(e) commercial paper which is rated at the time of purchase in the single highest
classification, "P-I" by Moody's and "A-l+" by S&P, and which matures not more than
270 days after the date of purchase; .
(f) investments in a money market fund rated "MAIn" or "AAAm-G" or better
by S&P, including any such money market fund from which the Trustee or its affiliates
receive fees for services to such fund;
(g) pre-refunded municipal obligations defined as follows: Any bonds or other
obligations of any state of the United States of America- or of any agency,
instrumentality or local governmental unit of any such state which are not callable at
the option of the obligor prior to maturity or as to which irrevocable instructions have
been given by the obligor to call on the date specified in the notice; and (i) which are
rated, based upon an irrevocable escrow account or fund (the "escrow"), in the highest
rating category of Moody's and S&P or any successors thereto; or (ii)(A) which are fully
secured as to principal and interest and redemption premium, if any, by an escrow
consisting only of cash or obligations described in paragraph (a) above, which escrow
may be applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or dates
thereof or the specified redemption date or dates pursuant to such irrevocable
instructions, as appropriate, and (B) which escrow is sufficient, as verified by a
nationally recognized independent certified public accountant, to pay principal of and
interest and redemption premium, if any, on the bonds or other obligations described in
this paragraph on the maturity date or dates thereof or on the redemption date or dates
specified in the irrevocable instructions referred to above, as appropriate;
(h) general obligations of States with a rating of at least "A21 A" or higher by
both Moody's and S&P
(i) investment agreements approved by the Municipal Bond Insurer;
9 .
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, "Registration Books" means the records maintained by the Trustee pursuant to Section
2.08 for the registration and transfer of ownership of the Series A Bonds.
"Redevelopment Project" means the undertaking of the Agency pursuant to the
Redevelopment Plan and the Redevelopment Law for the redevelopment of the Merged Project
Area. .
"Redevelopment Plan" means, collectively, the Redevelopment Plans for the
Constituent Project Areas, as amended by Ordinance Nos. 1352-2005, 1353-2005, 1354-2005 and
1355-2005, respectively, as enacted by the City Council of the City on May 25, 2005, together
with any amendments thereof hereafter duly enacted pursuant to the Redevelopment Law.
"Redevelopment Law" means the Redevelopment Law of the State, constituting Part 1
of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and
supplemental thereto.
"Record Date" means, with respect to any Interest Payment Date, the close of business
on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date,
whether or not such fifteenth (15th) calendar day is a Business Day.
"Oualified Reserve AccoUnt Credit Instrument" means. the Reserve Account Surety and
any other irrevocable standby or direct-pay letter of credit or surety bond issued by a
commercial bank or insurance company, provided that all of the following requirements are
met: (a) the long-term credit rating of such bank or insurance company is in one of the two
highest rating categories by S&P and Moody's; (b) such letter of credit or surety bond has a
term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount
at least equal to the portion of the Reserve Requirement; and (d) the trustee for the Parity Bonds
to be issued is authorized pursuant to the terms of such letter of credit or surety bond to draw
thereunder an amount equal to any deficiencies which may exist from time to time for the
purpose of making payments of debt service on such proposed issue of Parity Bonds.
"Project" means the redevelopment activities to be financed with the proceeds of the
Series A Bonds in and of benefit to the Redevelopment Project.
"Principal Account" means the account by that name established and held by the
Trustee pursuant to Section 4.03(b).
"Plan Limitations" means the limitations contained or incorporated in the
Redevelopment Plan on (a) the aggregate principal amount of indebtedness payable from Tax
Revenues derived under the Redevelopment Plan which may be outstanding at any time, (b)
the aggregate amount of taxes which may be divided and allocated to the Agency pursuant to
the Redevelopment Plan, and (c) the period of time for establishing, incurring or repaying
indebtedness payable from Tax Revenues derived under the Redevelopment Plan.
(k) the Local Agency Investment Fund maintained by the State of California.
G) other forms of investments (including repurchase agreements) approved in
writing by the Municipal Bond Insurer; and
"Report" means a document in writing signed by an Independent Accountant, or an
Independent Redevelopment Consultant or an authorized officer of the Agency, which
includes: (a) a statement that the person or firm making or giving such Report has read the
pertinent provisions of this Indenture to which such Report relates; (b) a brief statement as to
the nature and scope of the examination or investigation upon which the Report is based; and
(c) a statement that, in the opinion of such person or firm, sufficient examination or
investigation was made as is necessary to enable such person or firm to express an informed
opinion with respect to the subject matter referred to in the Report.
"Request of the Agency" means a request in writing signed by the Chair, Executive
Director, Treasurer or Secretary of the Agency, or any other officer of the Agency duly
authorized by the Agency for that purpose.
"Reserve Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03(c).
"Reserve Account Surety" means the reserve fund surety bond issued by the Municipal
Bond Insurer on the Closing Date in an amount equal to the Reserve Requirement for the Series
A Bonds, or $
"Reserve Requirement" means, with respect to the Bonds as of the date of any
calculation, the lesser of (a) Maximum Annual Debt Service on the Bonds, or (b) one hundred
twenty-five percent (125%) of average Annual Debt Service on the Bonds, or (c) ten percent
(10%) of the Outstanding principal amount of the Bonds.
"Securities Depositories" means such securities depositories as are set forth in then
current guidelines of the Securities and Exchange Commission.
"Serial Bonds" means all Bonds other than Term Bonds.
"Series A Bonds" means the $[Principal Amount] Redevelopment Agency of the City of
South San Francisco Merged Redevelopment Project Tax Allocation Revenue Bonds, Series
2006A , authorized by and at any time Outstanding pursuant to this Indenture.
"Sinking Fund Installment" means, with respect to any particular date, the amount of
money required by or pursuant to this Indenture or a Supplemental Indenture to be paid by the
Agency on such date toward the retirement of any particular Term Bonds prior to their
respective stated maturities.
"Special Fund" means the fund by that name established and held by the Agency
pursuant to Section 4.02.
"S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill, of New
York, New York, and its successors.
"State" means the State of California.
11
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~"l
"Trustee" means The Bank of New York Trust Company, N.A., as Trustee hereunder, or
any successor thereto appointed as Trustee hereunder in accordance with the provisions of
Article VI. .
"Term Bonds" means, with respect to the Series A Bonds, the Series A Bonds maturing
on August I, _ and August I, ~ and, with respect to any Parity Debt, such Parity Debt
which is payable prior to its maturity by operation of Sinking Fund Installments.
"Tax Revenues Certificate" means a certificate of the Director of the Agency (or his or
her written designee) identifying, among other things, the amount of Tax Revenues received or
estimated to be received by the Agency in the then current Bond Year.
"Tax Revenues" means all taxes annually allocated and paid to the Agency with respect
to the Merged Project Area following the Closing Date, pursuant to Article 6 of Chapter 6
(commencing with Section 33670) of the Redevelopment Law and Section 16 of Article XVI of
the Constitution of the State, or pursuant to other applicable State law, and as provided in the
Redevelopment Plan, including all payments, subventions and reimbursements (if any) to the
Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate
limitations; but excluding (a) amounts of such taxes required to be deposited into the Low and
Moderate Income Housing Fund established pursuant to Section 33334.3 of the Redevelopment
Law, and (b) amounts payable to entities other than the Agency under and pursuant to the
Redevelopment Law. The amount of such taxes shall be calculated with regard to all
limitations contained in the Redevelopment Plan, pursuant to Section 33333.2(a) of the
Redevelopment Law, on the amount of taxes which may be allocated to the Agency in any year.
"Tax Regulations" means temporary and permanent regulations promulgated under
Section 103 and all related provisions of the Tax Code.
"Tax Code" means the Internal Revenue Code of 1986, as in effect on the date of
issuance of the Series A Bonds or (except as otherwise referenced herein) as it may be amended
to apply to obligations issued on the date of issuance of the Series A Bonds, together with
applicable proposed, temporary and final regulations promulgated, and applicable official
public guidance published, under the Tax Code (including the Tax Regulations).
"Swap Provider" shall have the meaning given such term in Section 3.07.
"Swap Agreement" shall have the meaning given such term in Section 3.07.
"Supplemental Indenture" means any resolution, agreement or other instrument which
amends, supplements or modifies this Indenture and which has been duly adopted or entered
into by the Agency; but only if and to the extent that such Supplemental Indenture is
specifically authorized hereunder.
"Subordinate Debt" means any loans, advances or indebtedness issued or incurred by
the Agency in accordance with the requirements of Section 3.06, which are either: (i) payable
from, but not secured by a pledge of or lien upon, the Tax Revenues; or (ii) secured by a pledge
of or lien upon the Tax Revenues which is subordinate to the pledge of and lien upon the Tax
Revenues hereunder for the security of the Bonds.
Section 1.02. Rules of Construction. All references herein to "Articles", "Sections" and
other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture,
and the words "herein", "hereof", "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or subdivision hereof.
1'2
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Interest on the Series A Bonds shall be payable from the Interest Payment Date next
preceding the date of authentication thereof unless (i) a Series A Bond is authenticated on or
before an Interest Payment Date and after the close of business on the preceding Record Date,
in which event it shall bear interest from such Interest Payment Date, (ii) a Series A Bond is
authenticated on or before the first Record Date, in which event interest thereon shall be
payable from the Closing Date, or (ill) interest on any Series A Bond is in default as of the date
of authentication thereof, in which event interest thereon shall be payable from the date to
which interest has been paid in fu.11, payable on each Interest Payment Date. Interest shall be
paid on each Interest Payment Date to the persons in whose names the ownership of the Series
A Bonds is registered on the Registration Books at the close of business on the immediately
preceding Record Date, except as provided below. Interest on any Series A Bond which is not
punctually paid or duly provided for on any Interest Payment Date shall be payable to the
person in whose name the ownership of such Series A Bond is registered on the Registration
Books at the close of business on a special record date for the payment of such defaulted
Interest
Rate
Year
(August 1)
Interest
Rate
Year
(August 1)
Principal
Am~unt
Principal
Amount
Section 2.02. Terms of the Series A Bonds. The Series A Bonds shall be issued in fully
registered form without coupons in denominations of $5,000 or any integral multiple thereof.
The Series A Bonds shall be dated the Closing Date and shall be in the principal amounts, shall
mature on August 1 in the years, and shall bear interest (calculated on the basis of a 360-day
year comprised of twelve 3D-day months) at the respective rates of interest per annum as
follows:
Series A Bonds in the aggregate principal amount of Dollars
($[Principal Amount]) are hereby authorized to be issued by the Agency under the
Redevelopment Law for the purpose of making deposits to the Agency's Redevelopment Fund,
[the Reserve Account] and the Costs of Issuance Fund, all as provided in Section 3.02; The
Series A Bonds shall be authorized and issued under, and shall be subject to the terms of, this
Indenture and the Redevelopment Law. The Series A Bonds shall be designated the
"Redevelopment Agency of the City of South San Francisco Merged Redevelopment Project Tax
Allocation Revenue Bonds, Series 2006A."
Section 2.01. Authorization and Purpose of Series A Bonds. The Agency has
reviewed all proceedings heretofore taken and has found, as a result of such review, and
hereby finds and determines that all things, conditions and acts required by law to exist,
happen or be performed precedent to and in connection with the issuance of the Series A Bonds
do exist, have happened and have been performed in due time, form and manner as required
by law, and the Agency is now duly empowered, pursuant to each and every requirement of
law, to issue the Series A Bonds in the manner and form provided in this Indenture.
ARTICLE II
AUTHORIZATION AND TERMS OF SERIES A BONDS
interest to be fixed by the Trustee, notice of which shall be given to such Owner not less than
ten (10) days prior to such special record date.
Interest on the Series A Bonds shall be paid by check or draft of the Trustee mailed by
first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series A
Bonds at their respective addresses shown on the Registration Books as of the close of business
on the preceding Record Datej provided, however, that at the written request of the Owner of
Series A Bonds in an aggregate principal amount of at least $1,000,000, which written request is
on file with the Trustee as of any Record Date, interest on such Series A Bonds shall be paid on
each succeeding Interest Payment Date by wire transfer in immediately available funds to such
account within the United States of America as shall be specified in such written request (any
such written request shall remain in effect until rescinded in writing by the Owner). The
principal of and premium (if any) on the Series A Bonds shall be payable in lawful money of
the United States of America by check or draft of the Trustee upon presentation and surrender
thereof at the Office of the Trustee.
Section 2.03. Redemption of Series A Bonds.
(a) Optional Redemption. The Series A Bonds maturing on or before August 1,_
are not subject to optional redemption prior to maturity. The Series A Bonds maturing on or
after August 1, _ are subject to redemption prior to their respective maturity dates, at the
option of the Agency, as a whole on any date, or in part, as determined by the Agency, and by
lot within a maturity on any Interest Payment Date on or after August 1, --' from any source
of available funds, at a redemption price equal to the principal amount of the Series A Bonds to
be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Agency shall be required to give the Trustee written notice of its intention to
redeem Bonds under this subsection (a) and of the maturities selected for redemption at least
forty (40) days prior to the date fixed for redemption (or such later date as shall be acceptable to
the Trustee).
(b) Mandatory Sinking Fund Redemption. The Term Bonds shall also be subject to
mandatory redemption in whole, or in part by lot, on August 1 in each year set forth below,
from sinking fund payments made by the Agency to the Principal Account pursuant to Section
4.03(b), at a redemption price equal to the principal amount thereof to be redeemed, without
premium, in the aggregate respective principal amounts and on August 1 in the respective
years as set forth in the following tablej provided however, that (x) in lieu of redemption
thereof the Term Bonds may be purchased by the Agency pursuant to Section 2.03(g) hereof,
and (y) if some but not all of the Term Bonds have been redeemed pursuant to subsection (a)
above, the total amount of all future sinking fund payments shall be reduced by the aggregate
principal amount of the Term Bonds so redeemed, to be allocated among such sinking fund
payments on a pro rata basis in integral multiples of $5,000 as determined by the Agency
(notice of which determination shall be given by the Agency to the Trustee).
11::
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The Agency shall have the right to rescind any optional redemption by written notice to
the Trustee on or prior to the date fixed for redemption. Any notice of optional redemption
shall be cancelled and annulled if for any reason funds will not be or are not available on the
date fixed for redemption for the payment in full of the Series A Bonds then called for
redemption, and such cancellation shall not constitute an Event of Default under the Indenture.
The Agency and the Trustee have no liability to the Owners or any other party related to or
arising from such rescission of redemption. The Trustee shall mail notice of such rescission of
redemption in the same manner as the original notice of redemption was sent.
(c) Notice of Redemption. The Trustee, on behalf and at the expense of the Agency
shall mail (by first class mail) notice of any redemption to the respective Owners of any Series
A Bonds designated for redemption at their respective addresses appearing on the Registration
Books, and to the Securities Depositories and to one or more Information Services, at least thirty
(30) but not more than sixty (60) days prior to the date fixed for redemption; provided,
however, that neither failure to receive any such notice so mailed nor any defect therein shall
affect the validity of the proceedings for the redemption of such Series A Bonds or the cessation
of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption
date, the redemption place and the redemption price and shall designate the CUSIP numbers,
the Series A Bond numbers and the maturity or maturities (in the event of redemption of all of
the Series A Bonds of such maturity or maturities in whole) of the Series A Bonds to be
redeemed, and shall require that such Series A Bonds be then surrendered at the Office of the
Trustee for redemption at the redemption price, giving notice also that further interest on such
Series A Bonds will not accrue from and after the redemption date. Neither the Agency nor the
Trustee shall have any responsibility for any defect in the CUSIP number that appears on any
Series A Bond or in any redemption notice with respect thereto, and any such redemption
notice may contain a statement to the effect that CUSIP numbers have been assigned by an
independent service for convenience of reference and that neither the Agency nor the Trustee
shall be liable for any inaccuracy in such numbers.
Principal Amount
AUg1llit 1
T~.an BondSuofe
Principal Amount
A.ugust 1
Term Bonds of
Pxincipal Amount
August 1
Term Bonds of
(d) Selection of Series A Bonds for Redemption. Except as provided in Section 2.03,
whenever provision is made in this Indenture for the redemption of less than all of the Series A
Bonds, the Trustee shall. select the Series A Bonds to be redeemed from all Series A Bonds not
previously called for redemption, by lot in any manner which the Trustee in its sole discretion
shall deem appropriate and fair. For purposes of such selection, all Series A Bonds shall be
deemed to be comprised of separate $5,000 portions and such portions shall be treated as
separate Series A Bonds which may be separately redeemed.
(e) Partial Redemption of Series A Bonds. In the event only a portion of any Series A
Bond is called for redemption, then upon surrender of such Series A Bond the Agency shall
execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of
the Agency, a new Series A Bond or Series A Bonds of the same maturity date, of authorized
denominations in aggregate principal amount equal to the unredeemed portion of the Series A
Bond to be redeemed.
(f) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of and interest (and premium, if any) on the Series A
Bonds so called for redemption shall have been duly provided, such Series A Bonds so called
shall cease to be entitled to any benefit under this Indenture other than the right to receive
payment of the redemption price, and no interest shall accrue thereon from and after. the
redemption date specified in such notice. All Series A Bonds redeemed pursuant to this Section
2.03 shall be cancelled and destroyed. All moneys held by or on behalf of the Trustee for the
payment of principal of or interest or premium on Series A Bonds, whether at redemption or
maturity, shall be held in trust for the account of the Owners thereof and the Trustee shall not
be required to pay Owners any interest on, or be liable to Owners for any interest earned on,
moneys so held.
(g) Purchase in Lieu of Redemption. .In lieu of redemption of the Term Bonds pursuant
to the preceding sub-paragraph (b), amounts on deposit in the Special Fund or in the Principal
Account may also be used and withdrawn by the Agency and the Trustee, respectively, at any
time, upon the Written Request of the Agency, for the purchase of the Term Bonds at public or
private sale as and when and at such prices (including brokerage and other charges, but
excluding accrued interest, which is payable from the Interest Account) as the Agency may in
its discretion determine. The par ainount of any Term Bonds so purchased by the Agency in
any twelve-month period ending on July 1 in any year shall be credited towards and shall
reduce the par amount of the Term Bonds required to be redeemed pursuant to subsection (b)
on August 1 in each year; provided that evidence satisfactory to the Trustee of such purchase
has been delivered to the Trustee by said July 1.
Section 2.04. Book-Entry System.
(a) Original Delivery. The Series A Bonds shall be initially delivered in the form of a
separate single fully registered Series A Bond (which m,ay be typewritten) for each maturity of
the Series A Bonds. Upon initial delivery, the ownership of each such Series A Bond shall be
registered on the Registration Books in the name of the Nominee. Except as provided in
subsection (c), the ownership of all of the Outstanding Series A Bonds shall be registered in the
name of the Nominee on the Registration Books.
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(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository
determines not to continue to act as Depository for the Series A Bonds, or (ii) the Agency
determines to terminate the Depository as such, then the Agency shall thereupon discontinue
the book-entry system with such Depository. In such event, the Depository shall cooperate
with the Agency and the Trustee in the issuance of replacement Series A Bonds by providing
(b) Representation Letter. In order to qualify the Series A Bonds for the Depository's
book-entry system, the Agency shall execute and deliver to such Depository a letter
representing such matters as shall be necessary to so qualify the Series A Bonds. The execution
and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in
any other way impose upon the Agency or the Trustee any obligation whatsoever with respect
to persons having interests in the Series A Bonds other than the Series A Bond Owners. In
addition to the execution and delivery of such letter, the Agency may take any other actions,
not inconsistent with this Indenture, to qualify the Series A Bonds for the Depository's book-
entry program.
With respect to Series A Bonds the ownership of which shall be registered in the name
of the Nominee, the Agency and the Trustee shall have no responsibility or obligation to any
Depository System Participant or to any person on behalf of which the Nominee or the
Depository System Participant holds an interest in the Series A Bonds. Without limiting the
generality of the immediately preceding sentence, the Agency and the Trustee shall have no
responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the
Nominee or any Depository System Participant with respect to any ownership interest in the
Series A Bonds, (ii) the delivery to any Depository System Participant or any other person,
other than a Series A Bond Owner as shown in the Registration Books, of any notice with
respect to the Series A Bonds, including any notice of redemption, (ill) the selection by the
Depository of the beneficial interests in the Series A Bonds to be redeemed in the event the
Agency elects to redeem the Series A Bonds in part, (iv) the payment to any Depository System
Participant or any other person, other than a Series A Bond Owner as shown in the Registration
Books, of any amount with respect toprincipal of or interest or premium, if any, on the Series A
Bonds or (v) any consent given or other action taken by the Depository as Owner of the Series
A Bonds. The Agency and the Trustee may treat and consider the person in whose name each
Series A Bond is registered as the absolute owner of such Series A Bond for the purpose of
payment of principal or and interest and premium, if any, on such Series A Bond, for the
purpose of giving notices of redemption and other matters with respect to such Series A Bond,
for the purpose of registering transfers of ownership of such Series A Bond, and for all other
purposes whatsoever. The Trustee shall pay the principal of and interest and premium, if any,
on the Series A Bonds only to the respective Owners or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge all obligations with respect to payment of principal of and interest and premium, if
any, on the Series A Bonds to the extent of the sum or sums so paid. No person other than a
Series A Bond Owner shall receive a Series A Bond evidencing the obligation of the Agency to
make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon
delivery by the Depository to the Nominee of written notice to the effect that the Depository
has determined to substitute a new Nominee in its place, such new nominee shall become the
Nominee hereunder for all purposes; and upon receipt of such a notice the Agency shall
promptly deliver a copy of the same to the Trustee.
the Trustee with a list showing the interests of the Depository System Participants in the Series
A Bonds, and by surrendering the Series A Bonds, registered in the name of the Nominee, to
the Trustee on or before the date such replacement Series A Bonds are to be issued. The
Depository, by accepting delivery of the Series A Bonds, agrees to be bound by the provisions
of this subsection (c). If, prior to the termination of the Depository acting as such, the Agency
fails to identify another Securities Depository to replace the Depository, then the Series A
Bonds shall no longer be required to be registered in the Registration Books in the name of the
Nominee, but shall be registered in whatever name or names the Owners transferring or
exchanging Series A Bonds shall designate, in accordance with the provisions hereof.
In the event the Agency determines that it is in the best interests of the beneficial
owners of the Series A Bonds that they be able to obtain certificated Series A Bonds, the Agency
may notify the Depository System Participants of the availability of such certificated Series A
Bonds through the Depository. In such event, the Trustee will authenticate, transfer and
. exchange Series A Bonds as required by the Depository and others in appropriate amounts; and
whenever the Depository requests, the Trustee and the Agency shall cooperate with, the
Depository in taking appropriate action (y) to make available one or more separate certificates
evidencing the Series A Bonds to any Depository System Participant having Series A Bonds
credited to its account with the Depository, or (z) to arrange for another Securities Depository
to maintain custody of a single certificate evidencing such Series A Bonds, all at the Agency's
expense.
(d) Payments to the Nominee. Notwithstanding any other provision of this Indenture
to the contrary, so long as any Series A Bond is registered in the name of the Nominee, all
payments with respect to principal of and interest and premium, if any, on such Series A Bond
and all notices with respect to such Series A Bond shall be made and given, respectively, as
provided in the letter described in subsection (b) of this Section or as otherwise instructed by
the Depository.
Section 2.05. Form of Series A Bondsj Authentication and Delivery. The Series A
Bonds, the form of Trustee's certificate of authentication, and the form of assignment to appear
thereon, shall be substantially in the respective forms set forth in Exhibit A attached hereto and
by this reference incorporated herein, with necessary or appropriate variations, omissions and
insertions, as permitted or required by this Indenture.
The Series A Bonds shall be executed on behalf of the Agency by the signature of its
Chair and the signature of its Secretary who are in office on the date of execution and delivery
of this Indenture or at any time thereafter. Either or both of such signatures may be made
manually or may be affixed by facsimile thereof. If any officer whose signature appears on any
Series A Bond ceases to be such officer before the Closing Date, 'such signature shall
nevertheless be as effective as if the officer had remained in office until the Closing Date. Any
Series A Bond may be signed and attested on behalf of the Agency by such persons as at the
actual date of the execution of such Series A Bond shall be the proper officers of the Agency,
duly authorized to execute debt instruments on behalf of the Agency, although on the date of
such Series A Bond any such person shall not have been such officer of the Agency.
Only such of the Series A Bonds as shall bear thereon a certificate of authentication in
the form set forth in Exhibit A, manually executed and dated by the Trustee, shall be valid or
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"1'\
Section 2.09. Temporary Series A Bonds. The Series A Bonds may be initially issued in
temporary form exchangeable for definitive Series A Bonds when ready for delivery. The
temporary Series A Bonds may be printed, lithographed or typewritten, shall be of such
denominations as may be determined by the Agency, and may contain such reference to any of
the provisions of this Indenture as may be appropriate. Every temporary Series A Bond shall
be executed by the Agency upon the same conditions and in substantially the same manner as
the definitive Series A Bonds. If the Agency issues temporary Series A Bonds it will execute
and furnish definitive Series A Bonds without delay, and thereupon the temporary Series A
Bonds shall be presented for surrender, for cancellation, in exchange therefor at the Office of
the Trustee, and the Trustee shall deliver in exchange for such temporary Series A Bonds an
equal aggregate principal amount of definitive Series A Bonds of authorized denominations.
Section 2.08. Registration Books. The Trustee will keep or cause to be kept sufficient
records for the registration and registration of transfer of the Series A Bonds, which shall at all
times during normal business hours, and upon reasonable notice, be open to inspection by the
Agency; and, upon presentation for such purpose, the Trustee shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred, on
the Registration Books, Series A Bonds as hereinbefore provided.
Section 2.07. Exchange of Series A Bonds. The Series A Bonds may be presented for
exchange at the Office of the Trustee for a like aggregate principal amount of Series A Bonds of
other authorized denominations and of the same maturity. The Trustee shall collect any tax or
other governmental charge on the exchange of any Series A Bonds pursuant to this Section 2.07.
The Trustee shall not be obligated to transfer any Series A Bonds during the period established
by the Trustee for selection of Series A Bonds for redemption. The cost of printing Series A
Bonds and any services rendered or expenses incurred by the Trustee in connection with any
exchange shall be paid by the Agency. The Trustee shall not be obligated to transfer any Series
A Bonds during the period established by the Trustee for selection of Series A Bonds for
redemption.
Section 2.06. Transfer of Series A Bonds. Any Series A Bond may, in accordance with
its terms, be transferred, upon the Registration Books, by the person in whose name it is
registered, in person or by a duly authorized attorney of such person, upon presentation of
such Series A Bond to the Trustee at its Office for cancellation, accompanied by clelivery of a
written instrument of transfer in a form approved by the Trustee, duly executed. The cost of
printing Series A Bonds and any services rendered or expenses incurred by the Trustee in
connection with any transfer shall be paid by the Agency. The Trustee shall collect any tax or
other governmental charge on the transfer of any Series A Bonds pursuant to this Section 2.06.
Whenever any Series A Bond or Series A Bonds shall be surrendered for transfer, the Agency
shall execute and the Trustee shall authenticate and deliver to the transferee a new Series A
Series A Bond or Series A Bonds of like maturity and aggregate principal amount. The Trustee
shall not be obligated to transfer any Series A Bonds during the period established by the
Trustee for selection of Series A Bonds for redemption.
obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of
the Trustee shall be conclusive evidence that such Series A Bonds have been duly authenticated
and delivered hereunder and are entitled to the benefits of this Indenture.
Until so exchanged, the temporary Series A Bonds shall be entitled to the same benefits
pursuant to this Indenture as definitive Series A Bonds authenticated and delivered hereunder.
Sectio:n 2.10. Series A Bonds Mutilated, Lost, Destroyed or Stolen. If any Series A
Bond shall become mutilated, the Agency, at the expense of the Owner of such Series A Bond,
shall execute, and the Trustee shall thereupon authenticate and deliver, a new Series A Bond of
like tenor in exchange and substitution for the Series A Bond so mutilated, but only upon
surrender to the Trustee of the Series A Bond so mutilated. Every mutilated Series A Bond so
surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the
Agency. If any Series A Bond shall be lost, destroyed or stolen, evidence of such loss,
destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory and
indemnity for the Trustee and the Agency satisfactory to the Trustee shall be given, the Agency,
at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and
deliver, a new Series A Bond of like tenor in lieu of and in substitution for the Series A Bond so
lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual
cost of preparing each new Series A Bond issued under this Section and of the expenses which
may be incurred by the Trustee in connection therewith. Any Series A Bond issued under the
provisions of this Section in lieu of any Series A Bond alleged to be lost, destroyed or stolen
shall constitute an original additional contractual obligation on the part of the Agency whether
or not the Series A Bond so alleged to be lost, destroyed or stolen be at any time enforceable by
anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with
all other Series A Bonds issued pursuant to this Indenture.
Notwithstanding any other provision of this Section 2.10, in lieu of delivering a new
Series A Bond for which principal has or is about to become due for a Series A Bond which has
been mutilated, lost, destroyed or stolen, the Trustee may make payment of such Series A Bond
in accordance with its terms.
Section 2.11. Payment Procedure Pursuant to Municipal Bond Insurance Policy.
As long as the Municipal Bond Insurance Policy shall be in full force and effect, the
Agency and the Trustee shall comply with the following provisions:
(a) At least one (1) day prior to an Interest Payment Date, if the Trustee
determines that there will be insufficient funds in the Debt Service Fund (after transfer
into such fund of all available moneys required hereunder to be transferred thereto with
respect to such Interest Payment Date) to pay the principal of or interest on the Series A
Bonds on such Interest Payment Date, the Trustee shall so notify the Municipal Bond
Insurer. Such notice shall specify the amount of the anticipated deficiency, the Series A
Bonds to which such deficiency is applicable and whether such Series A Bonds will be
deficient as to principal or interest, or both. If the Trustee has not so notified the
Municipal Bond Insurer at least one (1) day prior to an Interest Payment Date, the
Municipal Bond Insurer shall make payments of principal or interest due with respect to
the Series A Bonds on or before the first (1st) day next following the date on which the
Municipal Bond Insurer shall have received notice of nonpayment from the Trustee.
(b) The Trustee shall, after giving notice to the Municipal Bond Insurer as
provided in (a) above, make available to the Municipal Bond Insurer and the Bank of
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(f) In addition to those rights granted the Agency under this Indenture, the
Municipal Bond Insurer shall, to the extent it makes payment of principal of or interest
on the Series A Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Municipal Bond Insurance Policy, and to
evidence such subrogation (i) in the case of subrogation as to claims for past due
(e) In the event that the Trustee has notice that any payment of principal of or
interest on a Series A Bond which has become due for payment and which is made to a
Series A Bond Owner by or on behalf of the Agency has been deemed a preferential
transfer and theretofore recovered from its Owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with. the final, non-
appealable order of a court having competent jurisdiction, the Trustee shall, at the time
the Municipal Bond Insurer is notified, notify the Owners of all Outstanding Series A
Bonds that in the event that any Owners payment is so recovered, such Owner will be
entitled to payment from the Municipal Bond Insurer to the extent of such recovery if
sufficient funds are not otherwise available, and the Trustee shall furnish to the
Municipal Bond Insurer its records evidencing the payments of principal of and interest
on the Series A Bonds which have been made by the Trustee and, to the extent reflected
in the Trustees records, evidencing the payments subsequently recovered from the
Owners and the dates on which such payments were made.
(d) The Trustee shall, at the time it provides notice to the Municipal Bond
Insurer pursuant to (a) above, notify the Series A Bond Owners entitled to receive the
payment of principal thereof or interest thereon from the Municipal Bond Insurer (i) as
to the fact of such entitlement, (ii) that the Municipal Bond Insurer will remit to them all
or a part of the interest payments next coming due, (ill) that should they be entitled to
receive full payment of principal from the Municipal Bond Insurer, they must tender
their Series A Bonds (along with a form of transfer of title thereto) for payment to the
Bank of New York, as insurance trustee for the Municipal Bond Insurer, and not the
Trustee, and (iv) that should they be entitled to receive partial payment of principal
from the Municipal Bond Insurer they must tender their Series A Bonds for payment
thereon first to the Trustee, who shall note on such Series A Bonds the portion of the
principal paid by the Trustee, and then, along with a form of transfer of title thereto, to
the Municipal Bond Insurer, which will then pay the unpaid portion of principal.
(c) The Trustee shall provide the Municipal Bond Insurer and the Bank of New
York with a list of the Bond Owners entitled to receive principal or interest payments
from the Municipal Bond Insurer under the terms of the Municipal Bond Insurance
Policy, and the Trustee and the Municipal Bond Insurer shall make arrangements with
the Bank of New York (i) to mail checks or drafts to the Owners of Series A Bonds
entitled to receive.full or partial interest payments from the Municipal Bond Insurer,
and (ii) to pay the principal of the Series A Bonds surrendered to the Bank of New York
by the Series A Bond Owners entitled to receive full or partial principal payments from
the Municipal Bond Insurer.. .
New York, in New York, New York, as insurance trustee for the Municipal Bond
Insurer, the Registration Books and all records relating to the funds and accounts
maintained hereunder.
interest, the Trustee shall note the Municipal Bond Insurer's rights as subrogee on the
Registration Books upon receipt from the Municipal Bond Insurer of proof of the
payment of interest to the Series A Bond Owners, and (ii) in the case of subrogation as
to claims for past due prinqpal, the Trustee shall note the Municipal Bond Insurer's
rights as subrogee on the Registration Books upon surrender of the Series A Bonds by
the Owners thereof together with proof of the payment of principal thereof, together
with proof of payment of principal thereof.
(g) The Agency and the Trustee, as appropriate, shall permit the Municipal
Bond Insurer upon reasonable request to have access to and to make copies of all books
and records relating to the Series A Bonds during regular business hours.
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Section 3.04. Redevelopment Fund. .
Section 3.03. Costs of Issuance Fund. There is hereby established a separate fund to be
known as the "Costs of Issuance Fund", which shall be held by the Trustee in trust. The Trustee
shall deposit in the Costs of Issuance Fund the amount specified in clause (a) of Section 3.02
hereof. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee
from time to time to pay the Costs of Issuance upon submission of a Request of the Agency
stating (a) the person to whom payme:nt is to be made, (b) the amount to be paid, (c) the
purpose for which the obligation was incurred, (d) that such payment is a proper charge
against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a
prior Request of the Agency. On the earlier of (i) September I, 2006, or (ii) the date of receipt by
the Trustee of a Request of the Agency therefor, all amounts (if any) remaining in the Costs of
Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Agency for
deposit in the Agency's Redevelopment Fund.
The Trustee may, at its discretion, establish a temporary fund or account in its books or
records to facilitate such transfers.
to the Escrow Bank
(d) The Trustee shall transfer the amount of $
for deposit to the Escrow Fund (1999 Bonds)
to the Escrow
(c) The Trustee shall transfer the amount of $
Bank for deposit to the Escrow Fund (1997 Bonds).
(b) The Trustee shall transfer to the Agency the amount of $ for
deposit by the Agency in a separate account within the Agency's Redevelopment Fund.
in the Costs of Issuance
Fund.
(a) The Trustee shall deposit the amount of $
Section 3.02. Deposit and Application of Proceeds. On the Closing Date, the proceeds
of sale of the Series A Bonds (less $ . for the premium for the Municipal Bond
Insurance Policy and $ for the premium for the Reserve Account Surety) shall be paid to
the Trustee and deposited by the Trustee as follows:
Section 3.01. Issuance of Series A Bonds. Upon the execution and delivery of this
Indenture, the Agency shall execute and deliver Series A Bonds in the aggregate principal
amount of Dollars ($[Principal Amount]) to the Trustee and the
Trustee shall authenticate and deliver the Series A Bonds to the Original Purchaser upon
receipt of a Request of the Agency therefor.
DEPOSIT AND APPLICATION OF PROCEEDS OF SERIES A BONDS;
ISSUANCE OF PARITY DEBT
ARTICLE III
There shall be established with respect to the Redevelopment Project a separate and
segregated fund to be known as the "Merged Redevelopment Project Redevelopment Fund (the
"Redevelopment Fund"), which the Agency shall hold. The moneys in the Redevelopment
Fund shall be maintained separate and apart from other moneys of the Agency. The moneys on
deposit in the Redevelopment Fund shall be used in the manner provided by the
Redevelopment Law solely for the purpose of aicling in financing the Redevelopment Project,
including, without limitation, the payment of any unpaid Costs of Issuance. The Agency
covenants that no funds on deposit in the Redevelopment Fund shall be applied for any
purpose not authorized by the Redevelopment Law.
Section 3.05. Issuance of Parity Debt. In addition to the Series A Bonds, the Agency
may issue or incur Parity Debt in such principal amount as shall be determined by the Agency,
pursuant to a Parity Debt Instrument adopted or entered into by the Agency. The Agency may
issue or incur such Parity Debt, subject to the following specific conditions precedent:
(a) The Agency shall be in compliance with all covenants set forth in this
Indenture and all Parity Debt Instruments.
(b) The Tax Revenues estimated to be received for the then current Fiscal Year,
based on the most recent assessed valuation of property in the Merged Project Area
(excluding taxes attributable to a tax rate levied by a taxing agency after January 1, 1989
for the purpose of producing revenues in an amount sufficient to make annual
repayments of the principal of, and the interest on, any bonded indebtedness of such
taxing agency), as evidenced in writing from the County Assessor or other appropriate
official of the County, plus at the option of the Agency the Additional Revenues, shall
be at least equal to one hundred twenty-five percent (125%) of Maximum Annual Debt
Service, including annual debt service on the proposed Parity Debt.
(c) Principal with respect to such Parity Debt will be required to be paid on
August 1 in any year in which such principal is payable, provided that if such Parity
Debt is in the form of variable rate securities, Sinking Fund Installments (other than the
Sinking Fund Installments due upon the maturity of such Parity Debt) shall occur on the
first Interest Payment Date immediately after the scheduled Sinking Fund Installments
set forth in the applicable Parity Debt Instrument if such scheduled Sinking Fund
Installment date is not an Interest Payment Date!.
(d) The Parity Debt Instrument providing for the issuance of such Parity Debt
shall provide for the deposit into the Reserve Account an amount which will cause the
amount of funds then on hand in the Reserve Account (including the amount available
to be drawn on under any Qualified Reserve Account Credit Instrument then on deposit
in the Reserve Account) to be equal to the Reserve Requirement, taking into account the
Parity Debt to be issued (which may be maintained in whole or in part in the form of a
Qualified Reserve Account Credit Instrument as provided herein).
(e) The issuance of such Parity Debt shall not cause the Agency to exceed any
applicable Plan Limitations.
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Section 3.08. Validity of Series A Bonds. The validity of the authorization and
issuance of the Series A Bonds shall not be dependent upon the completion of the Project or the
Redevelopment Project, or upon the performance by any person of its obligation with respect to
the Project or the Redevelopment Project.
Failure of the Swap Provider to maintain the Minimum Rating Requirement or, if the
Agency elects, failure to replace any such Swap Provider by another Swap Provider which
holds the Initial Rating Requirement within ten Business Days, will have the following effects:
(1) in the case of the Reserve Account, the amount required to be on deposit therein will be re-
calculated as of the date of original issuance of the Parity Debt without taking the Swap
Agreement into consideration, and any resulting deficiency must be restored by the Agency
within one year of the date; and (2) the Agency may no longer take the Swap Agreement into
account for purposes of Section 3.05(b).
(c) The obligations of the Agency to make regularly scheduled payments
under the Swap Agreement may, as set forth in the applicable Parity Debt Instrument,
be either Parity Debt or Subordinate Debt, and the obligation of the Agency to make
termination and other payments under the Swap Agreement shall be Subordinate Debt.
(b) Assuming satisfaction of the Initial Rating Requirement, and thereafter as
long as the long term indebtedness of the Swap Provider or the claims-paying ability of
the Swap Provider does not fall below "A+/ AI" by either Standard & Poor's or
Moody's, respectively (the "Minimum Rating Requirement"), all interest rate
assumptions for purposes of meeting the requirements of Section 3.05(b) with respect to
the issuance of Parity Debt, as well as determining the Reserve Requirement, may be
based upon the synthetic fixed interest rate payable by the Agency under the Swap
Agreement, as provided in the definition of " Annual Debt Service";
(a) The counterparty under the Swap Agreement (the "Swap Provider")
must be acceptable to the Municipal Bond Insurer, and rated at least ["AA-"/"Aa3"] or
better by Standard & Poor's or Moody's, respectively (the "Initial Rating Requirement");
Section 3.07. Swap Agreements. Without meeting the requirements of Section 3.05, the
Agency may enter into one or more interest rate swap agreements ("Swap Agreements") with
respect to Parity Debt that does not bear interest at a fixed rate to maturity, under which the
Agency "swaps" the non-fixed rate of interest payable on such Parity Debt for a fixed rate of
interest, in a notional amount equal to or less than the principal amount of such Parity Debt to
which the Swap Agreement applies, subject to the following conditions:
Section 3.06. Issuance of Subordinate Debt. In addition to the Series A Bonds and any
Parity Debt, from time to time the Agency may issue or incur additional Subordinate Debt in
such principal amount as shall be determined by the Agency, provided that the issuance of
such Subordinate Debt shall not cause the Agency to exceed any applicable Plan Limitations.
(f) The Agency shall deliver to the Trustee a Certificate of the Agency certifying,
and an opinion of Bond Counsel stating that the conditions precedent to the issuance of
such Parity Debt set forth in the foregoing subsections (a), (b), (c), (d) and (e) of this
Section 3.05 have been satisfied.
ARTICLE IV
SECURITY OF THE BONDS; FLOW OF FUNDS; INVESTMENTS
Section 4.01. Security of Bonds; Equal Security. The Bonds shall be secured by a first
pledge of and lien on all of the Tax Revenues and all of the moneys on deposit in the Special
Fund. In addition, the Bonds shall be secured by a first and exclusive pledge of and lien upon
all of the ~oneys in the Debt Service Fund, the Interest Account, the Principal Account and the
Reserve Account. Such pledges and liens shall be for the equal security of the Bonds without
preference or priority for series, issue, number, dated date, sale date, date of execution or date
of delivery. Except for the Tax Revenues and such moneys, no funds or properties of the
Agency are pledged to, or otherwise liable for, the payment of principal of or interest on the
Bonds.
In consideration of the acceptance of the Bonds by those who shall hold the same from
time to time, this Indenture shall be deemed to be and shall constitute a contract between the
Agency and the Owners from time to time of the Bonds, and the covenants and agreements
herein set forth to be performed on behalf of the Agency shall be for the equal and
proportionate benefit, security and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any of the Bonds over any of the others by
reason of the number or date thereof or the time of sale, execution and delivery thereof, or
otherwise for any cause whatsoever, except as expressly provided therein or herein.
Section 4.02. Special Fund; Deposit of Tax Revenues. There has been established a
special fund known as the "Special Fund", which shall continue to be held by the Agency as a
separate restricted account within the Redevelopment Fund. Amounts deposited to and held
by the Agency in the Special Fund shall be at all times separately accounted for by the Agency
from all other funds or accounts in the Redevelopment Fund, and shall be used and applied
solely as set forth in this Indenture. The Agency shall not pledge or encumber any amounts in
the Special Fund except as set forth herein.
The Agency shall deposit all of the Tax Revenues and payments, if any, received from
the Swap Provider received in any Bond Year in the Special Fund promptly upon receipt
thereof by the Agency, until such time during such Bond Year as the amounts on deposit in the
Special Fund equal the aggregate amounts required to be transferred to the Trustee for deposit
into the Interest Account, the Principal Account and the Reserve Account (to repay the issuer of
a Qualified Reserve Account Credit Instrument for a draw on such Qualified Reserve Account
Credit Instrument) in such Bond Year pursuant to Section 4.03 and for deposit in such Bond
Year into the funds and accounts established with respect to Parity Debt, as provided in any
Parity Debt Instrument. In the event that outstanding Parity Debt that does not bear interest at
a fixed rate through the maturity dates thereof, and interest payments with respect thereto are
due after any August 1 but prior to the last Interest Payment Date prior to the date the Agency
anticipates receiving its first installment of Tax Revenues for the current Fiscal Year, the interest
payments due during each such period shall be included in the amounts to be held in the
Special Fund and shall be available to be transferred to the Interest Account pursuant to the
preceding sentence and Section 4.03. In determining the amount required to be deposited in
the Special Fund with respect to Parity Debt the interest rate on which is not fixed to the
maturity dates thereof, the Agency shall assume an interest rate on such Parity Debt equal to
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(b) Principal Account. On or before the fifth (5th) Business Day preceding each
date on which principal of the Bonds becomes due and payable at maturity or upon
redemption, the Agency shall withdraw from the Special Fund and transfer to the
Trustee. for deposit in the Principal Account an amount which, when added to the
amount then on deposit in the Principal Account, will be equal to the amount of
principal coming due and payable on the Outstanding Serial Bonds and Outstanding
(a) Interest Account. On or before the fifth (5th) Business Day preceding each
date on which interest on the Bonds becomes .due and payable, the Agency shall
withdraw from the Special Fund and transfer to the Trustee for deposit in the Interest
Account an amount which, when added to the amount then on deposit in the Interest
Account, will be equal to the aggregate amount of the interest becoming due and
payable on the Bonds on such date. All moneys in the Interest Account shall be used
and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds
as it shall become due and payable (including accrued interest on any Bonds purchased
or redeemed prior to maturity pursuant to this Indenture or any Supplemental
Indenture).
Section 4.03. Debt Service Fund; Transfer of Amounts to Trustee. There is hereby
established a special trust fund to be known as the "Debt Service Fund", which shall be held by
the Trustee hereunder in trust. Moneys in the Special Fund shall be transferred by the Agency
to the Trustee in the following amounts at the following times, for deposit by the Trustee in the
following respective special accounts within the Debt Service Fund, which accounts are hereby
established with the Trustee, in the following order of priority: .
All Tax Revenues received by the Agency during any Bond Year in excess of the amount
required to be deposited in the Special Fund during such Bond Year pursuant to this Section
4.02 and any Parity Debt Instrument shall be released from the pledge and lien hereunder for
the security of the Bonds, and may be applied by the Agency for any lawful purpose of the
Agency, including the payment of Subordinate Debt. Prior to the payment in full of the
principal of and interest on the Bonds, and the payment in full of all other amounts payable
hereunder and under any Parity Debt Instruments, the Agency shall not have any beneficial
right or interest in the moneys on deposit in the Special Fund, except as may be provided in this
Indenture. Additionally, no later than January 5 of each year, the Agency shall release from the
Special Fund amounts on deposit therein that are in excess of the amounts needed to pay
interest on any outstanding Bonds through the last Interest Payment Date prior to the date the
Agency anticipates receiving its first installment of Tax Revenues for the current Fiscal Year.
Prior to the payment in full of the principal of and interest and redemption premium (if any) on
the Bonds and the payment in full of all other amounts payable hereunder and under any
Supplemental Indenture or Parity Debt Instrument, the Agency shall not have any beneficial
right or interest in the moneys on deposit in the Special Fund, except as may be provided in this
Indenture and in any Supplemental Indenture or Parity Debt Instrument.
[125%] of the actual interest rate on such Parity Debt for the preceding Bond Year. If the
amount of Tax Revenues available in such Bond Year shall be insufficient to deposit the full
amount required to be deposited pursuant to subsections (i) and (ii) ohhis paragraph, then the
Agency shall transfer such Tax Revenues for deposit pro rata based on the full amounts
required to be so deposited.
Term Bonds, including pursuant to mandatory sinking account redemption, on the next
August lor, subject to Section 3.05(c), in the case of Parity Debt that is in the form of
variable rate securities, if such August 1 is not an Interest Payment Date, on the first
Interest Payment Date for such variable rate securities after such August 1. No such
transfer and deposit need be made to the Principal Account if the amount contained
therein is at least equal to the principal to become due on the next August 1 (or, subject
to Section 3.05(c), in the case of Parity Debt that is in the form of variable rate securities,
on the next succeeding Interest Payment Date with respect thereto} on all of the
Outstanding Serial Bonds and Term Bonds. All moneys in the Principal Account shall
be used and withdrawn by the Trustee solely for the purpose of paying the principal of
the Bonds upon the maturity or redemption thereof.
(c) Reserve Account. The Trustee shall deposit the Reserve Account Surety for
the Series A Bonds in the Reserve Account.
In the event that the amount on deposit in the Reserve Account at anytime
becomes less than the Reserve Requirement, the Trustee shall promptly notify the
Agency of such fact. Promptly upon receipt of any such notice, the Agency shall
transfer to the Trustee an amount sufficient to maintain the Reserve Requirement on
deposit in the Reserve Account. If there shall then not be sufficient Tax Revenues to
transfer an amount sufficient to maintain the Reserve Requirement on deposit in the
Reserve Account, the Agency shall be obligated to continue making transfers as Tax
Revenues become available in the Special Fund until there is an amount sufficient to
maintain the Reserve Requirement on deposit in the Reserve Account. No such transfer
and deposit need be made to the Reserve Account so long as there shall be on deposit
therein a sum at least equal to the Reserve Requirement. All money in the Reserve
Account shall be used and withdrawn by the Trustee solely for the purpose of making
transfers to the Interest Account and the Principal Account in such order of priority, in
the event of any deficiency at any time in any of such accounts or for the retirement of
all the Bonds then Outstanding, except that so long as the Agency is not in default
hereunder, any amount in the Reserve Account in excess of the Reserve Requirement
shall be withdrawn from the Reserve Account semiannually on or before the fifth (5th)
Business Days preceding each February 1 and August 1 by the Trustee and deposited in
the Interest Account. All . amounts in the Reserve Account on the Business Day
preceding the final Interest Payment Date shall be withdrawn from the Reserve Account
and shall be transferred either (i) to the Interest Account and the Principal Account, in
such order, to the extent required to make the deposits then required to be made
pursuant to this Section 4.03 or, (ii) if the Agency shall have caused to be transferred to
the Trustee an amount sufficient to make the deposits required by this Section 4.03,
then, at the Written Request of the Agency, to the Redevelopment Fund.
The Agency shall have the right at any time to direct the Trustee to release funds from
the Reserve Account, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve
Account Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release
of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will
cause interest on the Series A Bonds or any other Bond the interest on which in excluded from
gross income of the owners thereof for federal income tax purposes to become includable in
gross income for purposes of federal income taxation. Upon tender of such items to the
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(d) Redemption Account. On or before the. Business Day preceding any date
on which Bonds are to be redeemed pursuant to Section 2.03(a), the Trustee shall
withdraw from the Debt Service Fund any amount transferred by the Agency pursuant
to Section 2.03(a) for deposit in the Redemption Account, such amount being the
amount required to pay the principal of and premium, if any, on the Series A Bonds and
on other Bonds to be redeemed on such date pursuant to Section 2.03(a) or a similar
provision of a Supplemental Indenture. All moneys in the Redemption Account shall be
used and withdrawn by the Trustee solely for the purpose of paying the principal of
and premium, if any, on the Series A Bonds and on such other Bonds to be redeemed
pursuant to Section 2.03(a) or a similar provision of a Supplemental Indenture on the
date set for such redemption. Interest due on the Series A Bonds or such other Bonds to
be redeemed on the date set for redemption shall, if applicable, be paid from funds
available therefor in the Interest Account. Notwithstanding the foregoing, at any time
prior to giving notice of redemption of any such Series A Bonds or such other Bonds, the
Trustee may, at the direction of the Agency, apply amounts deposited or otherwise to be
Trustee, and upon delivery by the Agency to the Trustee of written calculation of the amount
permitted to be released from the Reserve Account (upon which calculation the Trustee may
conclusively rely), the Trustee shall transfer such funds from the Reserve Account to the
Agency to be deposited in the Redevelopment Fund and used for the purposes thereof. The
Trustee shall comply with all documentation relating to a Qualified Reserve Account Credit
Instrument as shall be required to maintain such Qualified Reserve Account Credit Instrument
in full force and effect and as shall be required to receive payments thereunder in the event and
to the extent required to make any payment when and as required under this subsection (d).
Upon the expiration of any Qualified Reserve Account Credit Instrument, the Agency shall
either (i) replace such Qualified Reserve Account Credit Instrument with a new Qualified
Reserve Account Credit Instrument, or (ii) deposit or cause to be deposited with the Trustee an
amount of funds equal to the Reserve Requirement, to be derived from the first available Tax
Revenues. If the Qualified Reserve Account Credit Instrument is in the form of a letter of credit
and the Agency has not renewed or replaced such letter of credit two weeks prior to its
expiration or termination, the Trustee shall draw on such letter of credit in full and deposit the
proceeds of such draw in the Reserve Account. If the Reserve Requirement is being maintained
partially in cash and partially with a Qualified Reserve Account Credit Instrument, the cash
shall be first used to meet any deficiency which may exist from time to time in the Interest
Account or the Principal Account for the purpose of making payments required pursuant to
Sections 4.03(a) or 4.03(b) of this Indenture. If the Reserve Requirement is being maintained
with two or more Qualified Reserve Account Credit Instruments, any draw to meet a deficiency
which may exist from time to time in the Interest Account or the Principal Account for the
purpose of making payments required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture
shall be pro-rata with respect to each such instrument. In the event that a Qualified Reserve
Account Credit Instrument is available to be drawn upon for only one particular issue of Bonds,
a separate subaccount in the Reserve Account may be established for such issue and the
calculation of the Reserve Requirement with respect to all other Bonds shall exclude the debt
service on such issue of Bonds. Additionally, the Reserve Account may be maintained in the
form of one combined Reserve Account or in the form of one more separate sub-accounts which
are established for the purpose of holding the proceeds of separate issues of Bonds in
conformity with applicable provisions of the Code to the extent directed by the Agency in
writing to the Trustee.
deposited in the Redemption Account to the purchase of the Series A Bonds or such
other Bonds at public or private sale, as and when and at such prices (including
brokerage and other charges, but excluding accrued interest on such Series A Bonds or
such other Bonds, which is payable from the Interest Account) as shall be directed by
the Agency. .
Section 4.04. Investment By Trustee of Moneys in Funds. Moneys in the Debt Service
Fund, the Interest Account, the Principal Account and the Costs of Issuance Fund shall be
invested by the Trustee in Permitted Investments specified in the Request of the Agency
delivered to the Trustee at least two (2) Business Days in advance of the making of such
investments; provided, however, that in the absence of any such direction from the Agency, the
Trustee shall invest any such moneys solely in Permitted Investments described in clause (f) of
the definition thereof. Moneys in the Special Fund shall be invested by the Agency in any
obligations in which the Agency is legally authorized to invest funds within its control.
Obligations purchased as an investment of moneys in any fund shall be deemed to be
part of such fund or account. Whenever in this Indenture any moneys are required to be
transferred by the Agency to the Trustee, such transfer may be accomplished by transferring a
like amount of Permitted Investments. All interest or gain derived from the investment of
amounts in any of the funds or accounts held by the Trustee hereunder shall be retained in the
respective fund or account from which such investment was made; provided, however, that so
long as no Event of Default shall have occurred and be continuing, all interest or gain on
investments of amounts in the Special Fund shall be released from the pledge hereof and used
by the Agency for any lawful purposes. For purposes of acquiring any investments hereunder,
the Trustee may commingle funds held by it hereunder. The Trustee may act as principal or
agent in the acquisition or disposition of any investment and may impose its customary charges
therefor. The Trustee shall incur no liability for losses arising from any investments made
pursuant to this Section.
The Agency acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant Agency the right to receive brokerage
confirmations of security transactions as they occur, the Agency specifically waives receipt of
such confirmations to the extent permitted by law. The Trustee will furnish the Agency
periodic cash transaction statements which include detail for all investment transactions made
by the Trustee hereunder.
The Trustee may make any investments hereunder through its own bond or investment
department or trust investment department, or those of its parent or any affiliate. The Trustee
or any of its affiliates may act as sponsor, advisor or manager in connection with any
investments made by the Trustee hereunder.
Section 4.05. Acquisition, Valuation and Disposition of Investments.
(a) Except as otherwise provided in subsection (b) and (c) of this Section, all
investments of amounts deposited in any fund or account created by or pursuant to this
Indenture, or otherwise containing gross proceeds of the Series A Bonds (within the
meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued (as
of the date that valuation is required by this Indenture or the Tax Code) at Fair Market
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(c) For purposes of determining the amount on deposit in any fund or
account held hereunder, all Permitted Investments credited to such fund or account
shall be valued on a semi-annual basis by the Trustee at the current market value
thereof. At the request of the Agency, the Trustee shall promptly deliver copies of such
quarterly valuations to the Agency. The Trustee may utilize and rely on computerized
securities pricing services that may be available to it, including those available through
its regular accounting system.
(b) Investments in funds or accounts (or portions thereof) that are subject to
a yield restriction under applicable provisions of the Tax Code (as communicated in
writing to the Trustee by the Agency) shall be valued at their Fair Market Value.
Value. The Trustee shall have no duty in connection with the determination of Fair
Market Value other than to follow: (i) its normal practices in the purchase, sale and
determining the value of Permitted Investments; and (ii) the investment directions of
the Agency.
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5.01. Punctual Payment. The Agency will punctually payor cause to be paid
the principal of and interest on the Series A Bonds, in strict conformity with the terms of this
Indenture, and it will faithfully observe and perform all of the conditions, covenants and
requirements of this Indenture.
Section 5.02. Limitation on Superior Debt. The Agency hereby covenants that, so long
as the Bonds remain unpaid, the Agency shall not issue any bonds or other obligations, enter
into any agreement or otherwise incur any loans, advances or indebtedness, which is in any
case secured by a lien on all or any part of the Tax Revenues which is superior to the lien
established hereunder for the security of the Series A Bonds. Nothing herein is intended or
shall be construed in any way to prohibit or impose any limitations upon the issuance or
incurrence by the Agency of Subordinate Debt, other than as expressly provided in Section 3.06.
Section 5.03. Payment of Claims. The Agency will pay and discharge, or cause to be
paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid,
might become a lien or charge upon the properties owned by the Agency or upon the Tax
Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might
impair the security of the Series A Bonds. Nothing herein contained shall require the Agency to
make any such payment so long as the Agency in good faith shall contest the validity of said
claims.
Section 5.04. Books and Accounts; Financial Statement. The Agency will keep, or
cause to be kept, proper books of record and accounts, separate from all other records and
accounts of the Agency and the City, in which complete and correct entries shall be made of all
transactions relating to the Project, the Merged Project Area, the Tax Revenues, the Special
Fund and the Redevelopment Fund. Such books of record and accounts shall at all times
during business hours be subject, upon prior written request, to the reasonable inspection of the
Agency, the Trustee and the Owners of any Series A Bonds then Outstanding, or their
representatives authorized in writing. The Trustee shall have no duty to review such books of
record and account.
The Agency will cause to be prepared and sent, or made available, electronically or
otherwise, to the Trustee, annually, within one hundred and eighty (180) days after the close of
each Fiscal Year so long as any of the Series A Bonds are Outstanding, complete audited
financial statements with respect to such Fiscal Year showing the Tax Revenues, all
disbursements from the Special Fund and the Redevelopment Fund and the financial condition
of the Redevelopment Project, including the Redevelopment Fund, as of the end of such Fiscal
Year. The Agency will furnish a copy of such statements to the Municipal Bond InsureL The
Trustee shall have no duty to review such statements.
Section 5.05. Protection of Security and Rights. The Agency will preserve and protect
the security of the Series A Bonds and the rights of the Trustee and the Series A Bond Owners.
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Section 5.10. Redevelopment Plan Limitations. The Agency agrees that the then
remaining amount of annual debt service remaining to be paid on all outstanding Bonds and
Subordinate Debt shall at no time exceed ninety-five percent (95%) of the aggregate amount of
the Tax Revenues which the Agency is permitted to receive under the Plan Limitations. In the
The Agency hereby covenants that if there is any change in law after the Closing Date
which reduces the amount of Tax Revenues required to be set aside in its Redevelopment Fund;
thereafter it will deposit any funds legally available to the Agency for such purposes in any
Bond Year into the Special Fund created under Section 4.02 until such time in each Bond Year
as the amount deposited therein equals the amount that would have been deposited therein
without regard to such change in law.
Section 5.09. Maintenance of Tax Revenues. The Agency shall comply with all
requirements of the Redevelopment Law to insure the allocation and payment to it of the Tax
Revenues, including without limitation the timely filing of any necessary statements of
indebtedness with appropriate officials of the County and (in the case of supplemental
revenues and other amounts payable by the State) appropriate officials of the State.
Section 5.08. Disposition of Property. The Agency will not participate in the
disposition of any land or real property in the Merged Project Area to anyone which will result
in such property. becoming exempt from taxation because of public ownership or use or
otherwise (except property dedicated for public right-of-way and except property planned for
public ownership or use by the Redevelopment Plan in effect on the date of this Indenture) so
that such disposition shall, when taken together with other such dispositions, aggregate more
than ten percent (10%) of the land area in the Merged Project Area (calculating such ten percent
against land in the Merged Project Area owned by private parties as of the Closing Date).
Section 5.07. Continuing Disclosure. The Agency hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Indenture, failure of the Agency to comply with
the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the
Trustee, at the request of any Participating Underwriter or the holders of at least 25% of the
aggregate principal amount of Outstanding Bonds, shall (but only to the extent the Trustee has
been tendered funds in an amount satisfactory to it or it has been otherwise indemnified to its
reasonable satisfaction from and against any loss, liability, cost or expense, including without
limitation, fees and expense of its counsel and agents and additional fees and charges of the
Trustee) or any holder or beneficial owner of the Bonds may, take such actions as may be
necessary and appropriate to compel performance, including seeking mandate or specific
performance by court order.
Section 5.06. Payments of Taxes and Other Charges. The Agency will pay and
discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other
governmental charges which may hereafter be lawfully imposed upon the Agency or the
properties then owned by the Agency in the Merged Project Area, when the same shall become
due. Nothing herein contained shall require the Agency to make any such payment so long as
the Agency in good faith shall contest the validity of said taxes, assessments or charges. The
Agency will duly observe and conform with all valid requirements of any governmental
authority relative to the Merged Project Area or any part thereof.
event that the aggregate amount of annual debt service remaining to be paid on all outstanding
Bonds and Subordinate Debt at any time equals or exceeds ninety-five percent (95%) of the then
remaining amount of the Tax Revenues which the Agency is permitted to receive under its Plan
Limitations, all Tax Revenues thereafter received by the Agency shall immediately be deposited
with the Trustee and applied by the Trustee for the sole purpose of paying the principal of and
interest on the Bonds and any Subordinate Debt as it comes due and payable [and not later than
July 1 of each succeeding Fiscal Year, the Agency shall cause to be prepared a report which
shows the aggregate amount of annual debt service remaining to be paid on all outstanding
Bonds and any Subordinate Debt and the amount of Tax Revenues which the Agency is
permitted to receive under the Plan Limitations].
Section 5.11. Payment of Expenses; Indemnification. The Agency shall pay to the
Trustee all compensation for all services rendered under this Indenture within thirty (30) days
of the receipt of a statement therefor, including but not limited to all reasonable expenses,
charges, legal and consulting fees and other disbursements and those of its attorneys, agents
and employees, incurred in and about the performance of its powers and duties hereunder and
thereunder. Upon the occurrence of an Event of Default, the Trustee shall have a first lien on
the Tax Revenues to secure the payment to the Trustee of all fees, costs and expenses, including
reasonable compensation to its experts, attorneys and counsel incurred in declaring such Event
of Default and in exercising the rights and remedies set forth in Article VIII hereof.
The Agency further covenants and agrees to indemnify and save the Trustee and its
officers, directors, agents and employees, harmless against any losses, expenses and liabilities
which it may incur arising out of or in the exercise and performance of its powers and duties
hereunder, including the costs and expenses of defending against any claim of liability, and the
fees and expenses of its attorneys and advisors, but excluding any and all losses, expenses and
liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers,
directors, agents or employees. The obligations of the Agency under this paragraph shall
survive the resignation or removal of the Trustee under this Indenture and payment of the
Series A Bonds and the discharge of this Indenture.
Section 5.12. Tax Covenants Relating to Series A Bonds.
(a) Private Activity Bond Limitation. The Agency shall assure that the proceeds of the
Series A Bonds are not so used as to cause the Series A Bonds to satisfy the private business
tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c} of the
Tax Code.
(b) Federal Guarantee Prohibition. The Agency shall not take any action or permit or
suffer any action to be taken if the result of the same would be to cause the Series A Bonds to be
"federally guaranteed" within the meaning of section 149(b) of the Tax Code.
(c) No Arbitrage. The Agency shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the Series A Bond proceeds which, if such
action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date, would have caused the Series A Bonds to be 11 arbitrage
bonds" within the meaning of section 148 of the Tax Code.
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Section 5.14. Further Assurances. The Agency will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this Indenture,
and for the better assuring and confirming unto the Owners the rights and benefits provided in
this Indenture.
(c) Reliance by Trustee. The Trustee may rely conclusively upon the Agency's
determinations, calculations and certifications required by this Section 5.13. The Trustee shall
have no responsibility to independently make any calculation or determination or to review the
Agency's calculations hereunder.
(b) Engagement of Professional Services. In order to provide for the administration of
this Section 5.13, the Treasurer of the Agency may provide for the employment of independent
attorneys, accountants and consultants compensated on such reasonable basis as the Agency
may deem appropriate.
(a) Obligation to Rebate. The Agency shall take any and all actions necessary to assure
compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment
earnings, if any, to. the federal government, to the extent that such section is applicable to the
Series A Bonds.
Section 5.13. Rebate of Excess Investment Earnings to United States.
(d) Maintenance of Tax-Exemption. The Agency shall take all actions necessary to
assure the exclusion of interest on the Series A Bonds from the gross income of the Owners of
the Series A Bonds to the same extent as such interest is permitted to be excluded from gross
income under the Tax Code as in effect on the date of issuance of the Series A Bonds.
ARTICLE VI
THE TRUSTEE
Section 6.01. Duties, Immunities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing
or waiving of all Events of Default which may have occurred, perform such duties and only
such duties as are specifically set forth in this Indenture and no implied covenants shall be read
into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of
Default (which has not been cured or waived), exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use in the conduct of such person's own affairs.
(b) The Agency may remove the Trustee at any time, unless an Event of Default shall
have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested
to do so by an instrument or concurrent instruments in writing signed by the Owners of not
less than a majority in aggregate principal amount of the Series A Bonds then Outstanding (or
their attorneys duly authorized in writing) or (ii) if at any time the Trustee shall cease to be
eligible in accordance with subsection (e) of this Section, or shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be
appointed, or any public officer shall take control or charge of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal
shall be accomplished by the giving of 30 days' written notice of suCh removal by the Agency to
the Trustee, whereupon the Agency shall appoint a successor Trustee by an instrument in
writing.
(c) The Trustee may at any time resign by giving written notice of such resignation to
the Agency and by giving the Owners notice of such resignation by first class mail, postage
prepaid, at their respective addresses shown on the Registration Books. Upon receiving such
notice of resignation, the Agency shall promptly appoint a successor Trustee by an instrument
in writing. The Municipal Bond Insurer shall receive prior written notification of any Trustee
resignation.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee
shall become effective only upon approval of the successor Trustee by the Municipal Bond
Insurer and acceptance of appointment by the successor Trustee. If no successor Trustee shall
have been appointed and have accepted appointment within forty-five (45) days following
giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any
Owner (on behalf of himself and all other Owners) may petition any court of competent
jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after
such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor
Trustee appointed under this Indenture shall signify its acceptance of such appointment by
executing and delivering to the Agency and to its. predecessor Trustee a written acceptance
thereof, and to the predecessor Trustee an instrument indemnifying the predecessor Trustee for
any costs or claim.s arising during the time the successor Trustee serves as Trustee hereunder,
and after payment by the Agency of all unpaid fees and expenses of the predecessor Trustee,
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Section 6.02. Merger or Consolidation. Any bank, corporation or trust company into
which the Trustee may be merged or converted or with which either of them may be
consolidated or any bank, corporation or trust company resulting from any merger, conversion
Notwithstanding any other provision of this Indenture, no removal, resignation or
termination of the Trustee shall take effect until a successor Trustee, reasonably satisfactory to
the Municipal Bond Insurer, shall be appointed.
The Trustee may be removed at any time, at the request of the Municipal Bond Insurer
with the consent of the Agency, for any breach of the trust set forth herein. The Municipal Bond
Insurer shall receive written notice from the Agency prior to the effective date of any Trustee
resignation.
(e) Any Trustee appointed under the provisions of this Section in succession to the
Trustee shall (i) be a trust company, corporation or bank in good standing located in or
organized under the laws of the State of California, or located in or organized under the laws of
any other state, (ii) be authorized to exercise trust powers, (ill) have (or in the case of a
corporation or trust company, included in a bank holding company system, the related bank
holding company shall have) a combined capital and surplus of at least Fifty Million Dollars
($50,000,000), and (iv) be subject to supervision or examination by federal or state authority,
and acceptable to the Municipal Bond Insurer. If such bank, corporation or trust company
publishes a report of condition at least annually, pursuant to law or to the requirements of any
supervising or examining authority above referred to, then for the purpose of this subsection
the combined capital and surplus of such bank, corporation or trust company shall be deemed
to be its combined. capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this subsection (e), the Trustee shall resign immediately in the manner and with
the effect specified in this Section.
such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such
predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless,
upon the receipt by the predecessor Trustee of the Request of the Agency or the request of the
successor Trustee, such predecessor Trustee shall execute and deliver any and all instrum.ents
of conveyance or further assurance and do such other things as may reasonably be required for
more fully and certainly vesting in and confirming to such successor Trustee all the right, title
and interest of such predecessor Trustee in and to any property held by itunder this Indenture
and shall pay over, transfer, assign and deliver to the successor Trustee any money or other
property subject to the trusts and conditions herein set forth. Upon request of the successor
Trustee, the Agency shall execute and deliver any and all instruments as may be reasonably
required for more fully and certainly vesting in and confirming to such successor Trustee all
such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon
acceptance of appointment by a successor Trustee as provided in this subsection, the Agency
shall mail or cause the successor Trustee to mail, by first class mail postage prepaid, a notice of
the succession of such Trustee to the trusts hereunder to the Owners at the addresses shown on
the Registration Books. If the Agency fails to mail such notice within fifteen (15) days after
acceptance of appointment by the .successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Agency.
or consolidation to which it shall be a party or any bank, corporation or trust company to which
the Trustee may sell or transfer all or substantially all of its corporate trust business, provided
such bank, corporation or trust company shall be eligible under subsection (e) of Section 6.01,
shall be the successor to such Trustee without the execution or filing of any paper or any
further act, anything herein to the contrary notwithstanding.
Section 6.03. Liability of Trustee.
(a) The recitals of facts herein and in the Series A Bonds contained shall be taken as
statements of the Agency, and the Trustee shall not assume responsibility for the correctness of
the same, nor make any representations as to the validity or sufficiency of this Indenture or of
the Series A Bonds nor shall incur any responsibility in respect thereof, other than as expressly
stated herein. The Trustee shall, however, be responsible for its representations contained in its
certificate of authentication on the Series A Bonds. The Trustee shall not be liable in connection
with the performance of its duties hereunder, except for its own negligence. or willful
misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by
it with due care. The Trustee may become the Owner or pledgee of any Series A Bonds with
the same rights it would have if it were not Trustee and, to the extent permitted by law, may act
as depository for and permit any of its officers or directors to act as a member of, or in any
other capacity with respect to, any committee formed to protect the rights of the Owners,
whether or not such committee shall represent the Owners of a majority in principal amount of
the Series A Bonds then Outstanding.
(b) The Trustee shall not be liable for any error of judgment made in good faith by a
responsible officer.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Owners of not less than a
majority in aggregate principal amount of the Series A Bonds at the time Outstanding relating
to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.
(d) The Trustee shall not be liable for any action taken by it in good faith and believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this
Indenture, except for actions arising from the negligence or willful misconduct of the Trustee.
The permissive right of the Trustee to do things enumerated hereunder shall not be construed
as a mandatory duty.
(e) The Trustee shall not be deemed to have knowledge of any Event of Default
hereunder unless and until it shall have actual knowledge thereof, or shall have received
written notice thereof at its Office. Except as otherwise expressly provided herein, the Trustee
shall not be bound to ascertain or inquire as to the performance or observance of any of the
terms, conditions, covenants or agreements herein or of any of the documents executed in
connection with the Series A Bonds, or as to the existence of an Event of Default hereunder or
thereunder. The Trustee shall not be responsible for the validity or effectiveness of any
collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee
shall not be responsible for reviewing the contents of any financial statements furnished to the
Trustee pursuant to Section 5.04.
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Whenever in the administration of the trusts imposed upon it by this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by
The Trustee shall not be bound to recognize any person as the Owner of a Series A Bond
unless and until such Series A Bond is submitted for inspection, if required, and his title thereto
is established to the satisfaction of the Trustee.
Section 6.04. Right to Rely on Documents. The Trustee shall be protected in acting
upon any notice, resolution, request, consent, order, certificate, report, opinion, facsimile
transmission, electronic mail, or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties, in the absence of negligence or
willful misconduct by the Trustee. The Trustee may consult with counsel, including, without
limitation, Bond Counselor other counsel of or to the Agency, with regard to legal questions,
and in the absence of negligence or willful misconduct by the Trustee the opinion of such
counsel shall be full and complete authorization and protection in respect of any action taken or
suffered by the Trustee hereunder in accordance therewith.
G) The Trustee shall not be considered in breach of or in default in its obligations
hereunder or progress in respect thereto in the event of enforced delay ("unavoidable delay") in
the performance of such obligations due to unforeseeable causes beyond its control and without
its fault or negligence, including, but not limited to, Acts of God or of the public enemy or
terrorists, acts of a goverrunent, acts of the other party, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to
procure or general sabotage or rationing of labor, equipment, facilities, sources of energy,
material or supplies in the open market, litigation or arbitration involving a party or others
relating to zoning or other governmental action or inaction pertaining to the project, malicious
mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors
due to such causes or any similar event and/ or occurrences beyond the control of the Trustee.
(i) Before taking any action under Article VIII or this Article at the request of the
Owners or the Municipal Bond Insurer, the Trustee may require that a satisfactory indemnity
bond be furnished by the Owners or the Municipal Bond Insurer, for the reimbursement of all
expenses to which it may be put and to protect it against all liability, except liability which is
adjudicated to have resulted from its negligence or willful misconduct in connection with any
action so taken.
(h) The Trustee shall have no responsibility or liability with respect to any information,
statements or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Series A Bonds.
(g) All indemnifications and releases from liability granted herein to the Trustee shall
extend to the directors, officers, employees and agents of the Trustee.
(f) No provision in this Indenture shall require the Trustee to risk or expend its own
funds or otherwise incur any financial liability hereunder.
a Certificate of the Agency, which shall be full warrant to the Trustee for any action taken or
suffered in good faith under the provisions of this Indenture in reliance upon such Certificate,
but in its discretion the Trustee may (but shall have no duty to), in lieu thereof, accept other
evidence of such matter or may require such additional evidence as to it may deem reasonable.
The Trustee may conclusively rely on any certificate or Report of any Independent Accountant
or Independent Redevelopment Consultant appointed by the Agency.
The Trustee agrees to accept and act upon facsimile transmission of written instructions
and/ or directions pursuant to this Indenture provided, however, that: (a) subsequent to such
facsimile transmission of written instructions and/ or directions the Trustee shall forthwith
receive the originally executed instructions and/or directions, (b) such originally executed
instructions and/ or directions shall be signed by a person as may be designated and authorized
to sign for the party signing such instructions and/or directions, and (c) the Trustee shall have
received a current incumbency certificate containing the specimen signature of such designated
person.
Section 6.05. Preservation and Inspection of Documents. All documents received by
the Trustee under the provisions of this Indenture shall be retained in its possession and shall
be subject during normal business hours, and upon reasonable prior written notice, to the
inspection of the Agency and any Owner, and their agents and representatives duly authorized
in writing.
Section 6.06. Compensation and Indemnification. The Agency shall pay to the Trustee
from time to time compensation for all services rendered under this Indenture and also all
expenses, charges, legal and consulting fees and other disbursements and those of its attorneys,
agents and employees, incurred in and about the performance of its powers and duties under
this Indenture. Upon the occurrence of an Event of Default, the Trustee shall have a first lien
on the Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the
payment to the Trustee of all fees, costs and expenses, including compensation to its experts,
attorneys and counsel incurred in declaring such Event of Default and in exercising the rights
and remedies set forth in Article VIII.
The Agency further covenants and agrees to indemnify and save the Trustee and its
officers, directors, agents and employees, harmless against any loss, expense and liabilities
which it may incur arising out of or in the exercise and performance of its powers and duties
hereunder, including the costs and expenses of defending against any claim of liability and of
enforcing any remedies hereunder and under any related documents, but excluding any and all
losses, expenses and liabilities which are due to the negligence or willful misconduct of the
Trustee, its officers, directors, agents or employees. The obligations of the Agency under this
Section 6.06 shall survive resignation or removal of the Trustee under this Indenture and .
payment of the Series A Bonds and discharge of this Indenture.
Section 6.07. Accounting Records and Financial Statements. The Trustee shall at all
times keep, or cause to be kept, proper books of record and account, prepared in accordance
with corporate trust industry standards, in which complete and accurate entries shall be made
of all transactions made by it relating to the proceeds of the Series A Bonds and all.funds and
accounts established and held by the Trustee pursuant to this Indenture. Such books of record
and account shall be available for inspection by the Agency at reasonable hours, during regular
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The Trustee may perform any of its obligations or duties hereunder and under any
related documents through agents or attorneys and shall not be responsible for the acts of any
such agents or attorneys appointed by it with due care.
Should any instrument in writing from the Agency be required by the separate Trustee
or co-Trustee so appointed by the Trustee for more fully and certainly vesting in and
confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such
instruments in writing shall, on request, be executed, acknowledged and delivered by the
Agency. In case any separate Trustee or co-Trustee, or a successor to either, shall become
incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts,
duties and obligations of such separate Trustee or co-Trustee, so far as permitted by law, shall
vest in and be exercised by the Trustee until the appointment of a new Trustee or successor to
such separate Trustee or co-Trustee.
In the event that the Trustee appoints an additional individual or institution as a
separate or co-Trustee, each and every remedy, power, right, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest
in such separate. or co-Trustee but only to the extent necessary to enable such separate or co-
Trustee to exercise such powers, rights and remedies, and every covenant and obligation
necessary to the exercise thereof by such separate or co-Trustee shall run to and be enforceable
by either of them.
Section 6.08. Appointment of Co-Trustee or Agent. It is the purpose of this Indenture
that there shall be no violation of any law of any jurisdiction (including particularly the law of
the State) denying or restricting the right of national banking associations or associations to
transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation
under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on
default, or in the case the Trustee deems that by reason of any present or future law of any
jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the
Trustee or hold title to the properties, in trust, as herein granted, or take any other action which
may be desirable or necessary in connection therewith, it may be necessary that the Trustee
appoint an additional individual or institution as a separate co-Trustee. The following
provisions of this Section 6.08 are adopted to these ends.
business hours, with reasonable prior notice and under reasonable circumstances. The Trustee
shall furnish to the Agency, at least monthly, an accountiTIg (which may be in the form of its
customary statements) of all transactions relating to the proceeds of the Series A Bonds and all
funds and accounts held by the Trustee pursuant to this Indenture.
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01. Amendment. (i) This Indenture and the rights and obligations of the
Agency and of. the Owners may be modified or amended at any time by a Supplemental
Indenture which shall become binding upon adoption, .without the consent of any Owners, to
the extent permitted by law and only for anyone or more of the following purposes:
(a) to add to the covenants and agreements of the Agency contained in this
Indenture, other covenants and agreements thereafter to be observed, or to limit or
surrender any rights or power herein reserved to or conferred upon the Agency; or
(b) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Indenture,
or in any other respect whatsoever as the Agency may deem necessary or desirable,
provided under any circumstances that such modifications or amendments shall not
materially adversely affect the interests of the Owners in the opinion of Bond Counsel;
or
(c) to provide for the issuance of any Parity Debt, and to provide the terms and
conditions under which such Parity Debt may be issued, including but not limited to the
establishment of special funds and accounts relating to such Parity Debt and any other
provisions relating solely to such Parity Debt, subject to and in accordance with the
provisions of Section 3.05, provided, that the written consent of the Municipal Bond
Insurer shall be required if the Parity Debt to be issued will bear interest which is not
fixed to the maturity date or dates thereof; and
(d) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from federal income taxation of interest on the Bonds.
(ii) Except as set forth in the preceding paragraph, this Indenture and the rights and
obligations of the Agency and of the Owners may be modified or amended at any time by a
Supplemental Indenture which shall become binding when the written consent of the
Municipal Bond Insurer is filed with the Trustee. No such modification or amendment shall (a)
extend the maturity of or reduce the interest rate on any Series A Bond or Parity Debt e>r
otherwise alter or impair the obligation of the Agency to pay the principal or interest at the time
and place and at the rate and in the currency provided therein of any Series A Bond or Parity
Debt without the express written consent of the Owner of such Series A Bond or Parity Debt,
(b) reduce the percentage of Series A Bonds or Parity Debt required for the written consent to
any such amendment or modification, or (c) without its written consent thereto, modify any of
the rights or obligations of the Trustee.
(ill) Notices of amendments entered into pursuant to subsection (i) above shall be given
to the Municipal Bond Insurer, and copies of all amendments entered into pursuant to
subsection (ii) above shall be sent to S&P.
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Section 7.05. Trustee's Reliance. The Trustee may rely, and shall be protected in
relying, upon a Certificate of the Agency and an opinion of counsel stating that all
requirements of this Indenture relating to the amendment or modification hereof have been
satisfied and that such amendments or modifications do not materially adversely affect the
interests of the Owners.
Section 7.04. Amendment by Mutual Consent. The provisions of this Article W shall
not prevent any Owner from accepting any amendment as to the particular Series A Bond held
by such Owner, provided that due notation thereof is made on such Series A Bond.
Section 7.03. Endorsement or Replacement of Series A Bonds After Amendment.
After the effective date of any amendment or modification hereof pursuant to this Article W,
the Agency may determine that any or all of the Series A Bonds shall bear a notation, by
endorsement in form approved by the Agency, as to such amendment or modification and in
that case upon demand of the Agency the Owners of such Series A Bonds shall present such
Series A Bonds for that purpose at the Office of the Trustee, and thereupon a suitable notation
as to such action shall be made on such Series A Bonds. In lieu of such notation, the Agency
maycletermine that new Series A Bonds shall be prepared and executed in exchange for any or
all of the Series A Bonds and in that case upon demand of the Agency the Owners of the Series
A Bonds shall present such Series A Bonds for exchange at the Office of the Trustee without
cost to such Owners. .
Section 7.02. Effect of Supplemental Indenture. From and after the time any
Supplemental Indenture becomes effective pursuant to this Article W, this Indenture shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modification
and amendment, and all the terms and conditions of any Supplemental Indenture shall be
deemed to be part of the terms and conditions of this Indenture for any and all purposes.
Any amendments which require Bond Owner consent pursuant to this Section 7.01 shall
also require the prior written consent of the Municipal Bond Insurer. Notices regarding any
such proposed amendments shall be provided to the Municipal Bond Insurer at
, Attention:
ARTICLE VIIi
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default and Acceleration of Maturities. The following events
shall constitute Events of Default hereunder:
(a) Failure to pay any installment of the principal of any Bonds when and as the
same shall become due and payable, whether at maturity as therein expressed, by
proceedings for acceleration. .
(b) Failure to pay any installment of interest on any Bonds when and as the
same shall become due and payable.
(c) Failure by the Agency to observe and perform any of the other covenants,
agreements or conditions on its part in this Indenture or in the Bonds contained, if such
'failure shall have continued for a period of thirty (30) days after written notice thereof,
specifying such failure and requiring the same to be remedied, shall have been given to
the Agency by the Trustee; provided, however, if in the reasonable opinion of the Agency
the failure stated in the notice can be corrected, but not within such thirty (30) day
period, such failure shall not constitute an Event of Default if corrective action is
instituted by the Agency within such sixty (60) day period and the Agency shall
thereafter diligently and in good faith cure such failure in a reasonable period of time.
(d) The Agency shall commence a voluntary case under Title ,11 of the United
States Code or any substitute or successor statute.
If an Event of Default has occurred and is continuing, the Trustee may, with the written
consent of the Municipal Bond Insurer, and if requested in writing by the Owners of a majority
in aggregate principal amount of the Bonds then Outstanding the Trustee shall, with the
written consent of the Municipal Bond Insurer, (a) declare the principal of the Bonds, together
with the accrued interest thereon, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable, anything in this Indenture or
in the Bonds to the contrary notwithstanding, and (b) exercise any other remedies available to
the Trustee and the Owners in law or at equity. '
Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee
shall give notice of such Event of Default to the Agency and the Municipal Bond Insurer by
telephone confirmed in writing. Such notice shall also state whether the principal of the Bonds
shall have been declared to be or have immediately become due and payable. With respect to
any Event of Default described in clauses (a) or (b) above the Trustee shall, and with respect to
any Event of Default described in clause (c) above the Trustee in its sole discretion may, also
give such notice to the Owners, which shall include the statement that interest on the Bonds
shall cease to accrue from and after the date, if any, on which the Trustee shall have declared
the Bonds to become due and payable pursuant to the preceding paragraph (but only to the
extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on
such date).
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Section 8.03. Power of Trustee to Control Proceedings. In the event that the Trustee,
upon the happening of an Event of Default, with the consent of the Municipal Bond Insurer,
shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties
(b) To the payment of the whole amount then owing and unpaid upon the
Bonds for interest and principal with interest on such overdue amounts at the respective
rates of interest borne by the Outstanding Bonds, and in case such moneys shall be
insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then
to the payment of such interest, principal and interest on overdue amounts without
preference or priority among such interest, principal and interest on overdue amounts
ratably to the aggregate of such interest, principal and interest on overdue amounts.
(a) To the payment of any fees, costs and expenses incurred by the Trustee to
protect the interests of the Owners of the Bonds; payment of the reasonable fees, costs
and expenses of the Trustee. (including reasonable fees and expenses of its counsel)
incurred in and about the performance of its powers and duties under this Indenture
and the payment of all reasonable fees, costs and expenses owing to the Trustee
pursuant to the Indenture; and
Section 8.02. Application of Funds Upon Acceleration. All of the Tax Revenues and
all sums in the funds and accounts established and held by the Trustee hereunder upon the
date of the declaration of acceleration. as provided in Section 8.01, and all sums thereafter
received by the Trustee hereunder, shall be applied by the Trustee as follows and in the
following order:
Notwithstanding any other provisions of the Trust Indenture, the Municipal Bond
Insurer shall have the right, so long as it is not in default under the Municipal Bond Insurance
Policy, to direct the remedies to be taken upon any Event of Default hereunder and the
Municipal Bond Insurer's consent shall be required for remedial action taken by the Trustee or
the Agency hereunder.
This provision, however, is subject to the condition that if, at any time after the principal
of the Bonds shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered, the Agency shall
deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to
such declaration and all matured installments of interest (if any) upon all the Bonds, with
interest on such overdue installments of principal and interest (to the extent permitted by law),
at the net effective rate then borne by the Outstanding Bonds, and the fees and expenses of the
Trustee, including any fees and expenses of its attorneys, and any and all other defaults known
to the Trustee (other than in the payment of principal of and interest on the Bonds due and
payable solely by reason of such declaration) shall have been made good or cured to the
satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been
made therefor, then, and in every such case, the Owners of a majority in aggregate principal
amount of the Bonds then Outstanding by written notice to the Agency and to the Trustee,
may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its
consequences. However, no such rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair or exhaust any right or power consequent thereon.
hereunder, whether upon its own discretion or upon the request of the Owners of a majority in
principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its
discretion for the best interests of the Owners of the Bonds, with respect to the continuance,
discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided,
however, that the Trustee shall not, unless there no longer continues an Event of Default,
discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at
law or in equity, if at the time there has been filed with it a written request signed by the
Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such
discontinuance, withdrawal, compromise, settlement or other disposal of such litigation.
Section 8.04. Limitation on Owners' Right to Sue. No Owner of any Bond issued
hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for
any remedy under or upon this Indenture, unless (a) such Owner shall have previously given
to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a
majority in aggregate principal amount of all the Bonds then Outstanding shall have made
written request upon the Trustee to exercise the powers hereinbefore granted or to institute
such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the
Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused
or omitted to comply with such request for a period of sixty (60) days after such written request
shall have been received by, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy
hereunder; it being understood and intended that no one or more Owners shall have any right
in any manner whatever by his or their action to enforce any right under this Indenture, except
in the manner herein provided, and that all proceedings at law or in equity to enforce any
provision of this Indenture shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of all Owners of the Outstanding Bonds.
The right of any Owner of any Bond to receive payment of the principal of and
premium, if any, and interest on such Bond as herein provided, shall not be impaired or
affected without the written consent of such Owner, notwithstanding the foregoing provisions
of this Section or any other provision of this Indenture.
Section 8.05. Non-waiver. Nothing in this Article VITI or in any other provision of this
Indenture or in the Bonds, shall affect or impair the obligation of the Agency, which is absolute
and unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the
principal of and interest on the Bonds to the respective Owners when due and payable as
herein provided, or affect or impair the right of action, which is also absolute and
unconditional, of the Owners to institute suit to enforce such payment by virtue of the contract
embodied in the Bonds. .
A waiver of any default by any Owner shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of any Owner to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence therein, and every
power and remedy conferred upon the Owners by the Redevelopment Law or by this Article
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Section 8.09. Rights of Municipal Bond Insurer. Anything in this Indenture to the
contrary notwithstanding, upon the occurrence and continuation of an Event of Default, the
Municipal Bond Insurer shall be entitled to control and direct the enforcement of all rights and
remedies granted hereunder to the Bond Owners, or to the Trustee for the benefit of the Bond
Owners, including but not limited to, rights and remedies granted pursuant to Section 8.01 and
8.02 and, including but not limited to, the right to approve all waivers of any Events of Default.
The rights granted to the Municipal Bond Insurer hereunder shall be deemed terminated and
shall not be exercisable by the Municipal Bond Insurer during any period during which
Municipal Bond Insurer shall be in default under the Municipal Bond Insurance Policy.
Section 8.08. Municipal Bond Insurer as Third-Party Beneficiary. To the extent that
this Indenture confers upon or gives or grants to the Municipal Bond Insurer any right, remedy
or claim under or by reason of this Indenture, the Municipal Bond Insurer is hereby explicitly
recognized as being a third-party beneficiary hereunder and may enforce any such right
remedy or claim conferred, given or granted hereunder.
Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or in equity or by statute or otherwise, and may be exercised without
exhausting and without regard to any other remedy conferred by the Redevelopment Law or
any other law.
Section 8.06. Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding
which any Owner shall have the right to bring to enforce any right or remedy hereunder may
be brought by the Trustee for the equal benefit and protection of all Owners similarly situated
and the Trustee is hereby appointed (and the successive respective Owners by taking and
holding the Series A Bonds shall be conclusively deemed so to have appointed it) the true and
lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit,
action or proceeding and to do and perform any and all acts and things for and on behalf of the
respective Owners as a class or classes, as may be necessary or advisable in the opinion of the
Trustee as such attorney-in-fact, subject to the provisions of Article VI.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the Owners, the Agency and the Owners shall be
restored to their former positions, rights and remedies as if such suit, action or proceeding had
not been brought or taken.
VIII may be enforced and exercised from time to time and as often as shall be deemed
expedient by the Owners.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or
implied, is intended to give to any person other than the Agency, the Trustee, the Municipal
Bond Insurer, and the Owners, any right, remedy, claim under or by reason of this Indenture.
Any covenants, stipulations, promises or agreements in this Indenture contained by and on
behalf of the Agency shall be for the sole and exclusive benefit of the Trustee, the Municipal
Bond Insurer, and the Owners.
Section 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the Agency or the Trustee is
named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the
Agency or the Trustee shall bind and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
Section 9.03. Defeasance of Bonds. If the Agency shall pay and discharge the entire
indebtedness on any Series A Bonds in anyone or more of the following ways:
(a) by paying or causing to be paid the principal of and interest on such Bonds,
as and when the same become due and payable;
(b) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or
before maturity, money which, together with the available amounts then on deposit in
the funds and accounts established pursuant to this Indenture, in the opinion or report
of an Independent Accountant is fully sufficient to pay such Bonds, including all
principal and interest;
(c) by irrevocably depositing with the Trustee or an escrow agent, in trust,
Defeasance Securities in such amount as an Independent Accountant shall determine
will, together with the interest to accrue thereon and available moneys then on deposit
in any of the funds and accounts established pursuant to this Indenture, be fully
sufficient to pay and discharge the indebtedness on such Bonds (including all principal
and interest) at or before maturity; or
(d) by purchasing such Bonds prior to maturity and tendering such Bonds to the
Trustee for cancellation;
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption
shall have been duly given or provision satisfactory to the Trustee shall have been made for the
giving of such notice, then, at the election of the Agency, and notwithstanding that any such
Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other
funds provided for in this Indenture and all.other obligations of the Trustee and the Agency
under this Indenture with respect to such Bonds shall cease and terminate, except only (a) the
obligations of the Agency under Sections 5.11, 5.12 and 5.13, (b) the obligation of the Trustee to
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Section 9.05. Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any. demand, request, direction,
consent or waiver under this Indenture, Bonds which are owned or held by or for the account
of the Agency or the City (but excluding Bonds held in any employees' retirement fund) shall
be disregarded and deemed not to be Outstanding for the purpose of any such determination,
provided, however, that for the purpose of determining whether the Trustee shall be protected in
relying on any such demand, request, direction, consent or waiver, only Bonds which the
Trustee knows to be so owned or held shall be disregarded. Upon request of the Trustee, the
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
Agency or the Trustee in good faith and in accordance therewith.
The ownership of Bonds and the amount, maturity, number and date of ownership
thereof shall be proved by the Registration Books.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration or other instrument which this Indenture may require or permit to be
executed by any Owner may be in one or more instruments of similar tenor, and shall be
executed by such Owner in person or by their attorneys appointed in writing.
Notwithstanding anything herein to the contrary, in the event that the principal of
and/ or interest on the Bonds shall be paid by the Municipal Bond Insurer pursuant to the
Municipal Bond Insurance Policy, the Bonds shall remain Outstanding for all purposes, not be
defeased or otherwise satisfied, and not be considered paid by the Agency, and the assignment
and pledge of the Tax Revenues, and all covenants, agreements and other obligations of the
Agency to the registered Owners, shall continue to exist and shall run to the benefit of the
Municipal Bond Insurer, and the Municipal Bond Insurer shall be subrogated to the rights of
such registered Owners.
'6.4
Escrows established to provide for the discharge of Bonds pursuant to this Section 9.03
must be sufficient, without reinvestment, to pay all principal and interest as scheduled thereon,
including the date of redemption.
transfer and exchange Bonds hereunder, (c) the obligation of the Agency to payor cause to be
paid to the Owners of such Bonds, from the amounts so deposited with the Trustee, all sums
due thereon, and (d) the obligations of the Agency to compensate and indemnify the Trustee
pursuant to Section 6.06. Notice of such election shall be filed with the Trustee. Any funds
thereafter held by the Trustee, which are not required for said purpose, shall be paid over to the
Agency. .
Agency shall specify to the Trustee those Bonds disqualified pursuant to this Section and the
Trustee may conclusively rely on such certificate.
Section 9.06. Waiver of Personal Liability. No member, officer, agent or employee of
the Agency shall be individually or personally liable for the payment of the principal of or
interest or any premium on the Bonds; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any official duty provided by law.
Section 9.07. Destruction of Canceled Bonds. Whenever in this Indenture provision is
made for the surrender to the Agency of any Bonds which have been paid or canceled pursuant
to the provisions of this Indenture, upon receipt by the Trustee of the Request of the Agency a
certificate of destruction duly executed by the Trustee shall be deemed to be the equivalent of
the surrender of such canceled Bonds and the Agency shall be entitled to rely upon any
statement of fact contained in any certificate with respect to the destruction of any such Bonds
therein referred to.
Section 9.08. Notices. All written notices to be given under this Indenture shall be
given by first class mail or personal delivery to the party entitled thereto at its address set forth
below, or at such address as the party may provide to the other party in writing from time to
time. Notice shall be effective either (a) upon transmission by facsimile transmission or other
form of telecommunication, (b) 48 hours after deposit in the United States mail, postage
prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Agency,
the Municipal Bond Insurer or the Trustee may, by written notice to the other parties, from time
to time modify the address or number to which communications are to be given hereunder.
If to the Agency:
Redevelopment Agency of the
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
Facsimile: (650) 829-6658
If to the Trustee: .
The Bank of New York Trust Company, N.A.
550 Keamy Street, Suite 600
San Francisco, CA 94108-2527
If to the Insurer:
[to come]
(b) Notices to Rating Agencies. The Trustee shall notify S&P and Moody's of the
occurrence of any of the following events: (i) the issuance of any Parity Debt in accordance with
Section 3.05; and (ii) the appointment by a successor Trustee in accordance with Section 6.01(d).
Section 9.09. Notices to be Given to the Municipal Bond Insurer.
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Section 9.10. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall
not affect the validity of the remaining portions of this Indenture. The Agency and the Trustee
hereby declare that they would have entered into this Indenture and each and every other
Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Series A
Bonds pursuant thereto irrespective of the fact that anyone or more Sections, paragraphs,
sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable.
(f) To the extent that the Agency has entered into a continuing disclosure
agreement with respect to the Bonds, the Municipal Bond Insurer shall be included as a
party to be notified.
(e) Notwithstanding any other provision of this Indenture, the Agency shall
immediately notify the Municipal Bond Insurer if at any time there are insufficient
moneys to make any payments of. principal and! or interest as required and
immediately upon the occurrence of any Event of Default hereunder.
(d) The Municipal Bond Insurer shall have the right to direct an accounting at
the Agency's expense, and the Agency's failure to comply with such direction within
thirty (30) days after receipt of written notice of the direction from the Municipal Bond
Insurer shall be deemed a default hereunder; provided, however, that if compliance
cannot occur within such period, then such period will be extended so long as
compliance is begun within such. period and diligently pursued, but only if such
extension would not materially adversely affect the interests of any Owners.
(c) The Agency will permit the Municipal Bond Insurer to discuss the affairs,
finances and accounts of the Agency or any information Bond Insurer may reasonably
request regarding the security for the Bonds with appropriate officers of the Trustee.
The Agency will permit the Bond Insurer to have access to and to make copies of all
books and records relating to the Bonds at any reasonable time.
(b) The Trustee shall notify the Municipal Bond Insurer of any failure of the
Agency to provide relevant notices or certificates.
(ill) such additional information it may reasonably request.
(ii) a copy of any notice to be given to the registered owners of the
Bonds, including, without limitation, notice of any redemption or of defeasance
of Bonds, and any Bond rendered pursuant to this Indenture relating to the
security for the Bonds; and
(i) as soon as practicable after the filing thereof, a copy of any financial
statement of the Agency and a copy of any audit and annual report of the
Agency;
(a) While the Municipal Bond Insurance Policy is in effect, the Agency shall
furnish, or cause to be furnished, to the Municipal Bond Insurer (to the attention of the
Surveillance Department, unless otherwise indicated):
Section 9.11. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of the
interest or premium (if any) on or principal of the Series A Bonds which remains unclaimed for
one (1) year after the date when the payments of such interest, premium and principal have
become payable, if such money was held by the Trustee at such date, or for one (1) year after
the date of deposit of such money if deposited with the Trustee after the date when the interest
and premium (if any) on and principal of such Series A Bonds have become payable, shall be
repaid by the Trustee to the Agency as its absolute property free from trust, and the Trustee
shall thereupon be released and discharged with respect thereto and the Owners shall look only
to the Agency for the payment of the principal of and interest on such Series A Bonds.
Section 9.12. Payment on Business Days. Whenever in this Indenture any amount is
required to be paid on a day which is not a Business Day, such payment shall be required to be
made on the Business Day immediately following such day, provided that interest on such
payment shall not accrue from and after such day.
Section 9.13. Article and Section Headings and References. The headings or titles of
the several Articles and Sections hereof, and any table of contents appended to copies hereof,
shall be solely for convenience of reference and shall not affect the meaning, construction. or
effect of this Indenture. All references herein to "Articles", "Sections" and other subdivisions
are to the corresponding Articles, Sections or subdivisions of this Indenture; the words
"herein", "hereof", "hereby", "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular. Article, Section or subdivision hereof; and
words of the masculine gender shall mean and include words of the feminine and neuter
genders.
Section 9.14. Execution in Counterparts. This Indenture 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.
Section 9.15. Governing Law. This Indenture shall be construed and governed in
accordance with the laws of the State.
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Authorized Officer
By:
THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Trustee
Executive Director
By:
REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO
IN WITNESS WHEREOF, the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH
SAN FRANCISCO has caused this Indenture to be signed in its name by its Executive Director
and THE BANK OF NEW YORK TRUST COMPANY, N.A. in token of its acceptance of the
trusts created hereunder, has caused this Indenture to be signed in its corporate name by one of
its officers thereunto duly authorized, all as of the day and year first above written.
ESCROW DEPOSIT AND TRUST AGREEMENT
(1997 Bonds)
by and between the
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Escrow Bank
Dated as of March 1, 2006
Relating to the refunding and defeasance of the
//
$11,590,000 Original Principal Amount of
Redevelopment Agency of the City of South San Francisco
Downtown/Central Redevelopment Project
1997 Tax Allocation Bonds
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SCHEDULE OF ESCROWED FEDERAL SECURITIES
REDEMPTION SCHEDULE OF 1997 BONDS
Appointment of Escrow Bank. ................................................................................1
Establishment of Escrow Fund. ............... ................. .............. ............ ....... ..... .... ....1
Deposit into Escrow Fund. ......... ........................ .... ................... ........ ....... ...............2
Investment of Deposit in Escrow Fund. .....................................;..........................2
Instructions as to Application of Deposit. .............................................................2
Remaining Moneys. ............................................................................ ......................2
Substitution of Federal Securities. ....... ..... ...... .... '" ...... ........ ... .............. ..................2
Notice of Redemption. .... ................ ............... ............... ........ .... ................. ........... ...3
Application of Certain Terms of the 1997 Indenture. ..........................................3
Compensation to Escrow Bank. ..............................................................................3
Protection of Escrow Bank. .......... ........... ......... ....... ....... .......... ..... ...... ......... ......... ...3
Notices. .............. .......... ............. ....... ..... ..... ......... ... ........ ... ... .... ... .......... ........ .... ...... ....4
California Law................................................... ........................................................4
Severability. ................................... ............................................................................4
Execution in Counterpart............. ...... ....................................;.. ...............................4
TABLE OF CONTENTS
EXHIBIT A
EXHIBIT B
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7. '
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
ESCROW DEPOSIT AND TRUST AGREEMENT
This Escrow Deposit and Trust Agreement is dated as of March 1, 2006 by and between
the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a
redevelopment agency duly organized and existing under the laws of the State of California
(the" Agency") and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking
association organized and existing under the laws of the United States of America, having a
corporate trust office in Los Angeles, California (the "Escrow Bank");
WITNESSETH:
WHEREAS, the Agency issued its Downtown/Central Redevelopment Project Tax
Allocation Bonds pursuant to an Indenture of Trust, dated as of June 1, 1997, between the
Agency and the Escrow Bank, as successor trustee to U.S. Bank National Association (the "1997
Indenture") in an aggregate principal amount of $11,590,000 (the "1997 Bonds"), for the
financing of redevelopment activity in the Downtown/ Central Redevelopment Project; and
WHEREAS, the Agency has determined to refund and defease the 1997 Bonds; and
WHEREAS, the Agency has entered into an Indenture of Trust, dated as of March 1,
2006, by and between the Escrow Bank, acting as. Trustee (the "2006 Trustee"), and the Agency
(the "2006 Trust Indenture") pursuant to which $ principal amount of the
Agency's Merged Redevelopment Project Tax Allocation Revenue Bonds, Series 2006A (the
"2006 Bonds") will be issued; and .
WHEREAS, the Agency proposes to make a deposit of moneys and Federal Securities
from the proceeds of the 2006 Bonds and other sources (as specified in Section 3), and to
appoint the Escrow Bank as its agent for the purpose of applying said deposit to the payment
and redemption of the 1997 Bonds in accordance with the 1997 Indenture, and the Escrow Bank
desires to accept said appointment; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow created herein and to perform the duties and obligations to be undertaken pursuant to
this Escrow Deposit and Trust Agreement:
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained, the parties hereto DO HEREBY AGREE as follows:
Section 1. Appointment of Escrow Bank. The Agency hereby appoints the Escrow
Bank as escrow holder for all purposes of this Escrow Deposit and Trust Agreement, and the
Escrow Bank hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the Agency with,
and to be held by, the Escrow Bank, as security for the payment of the redemption price of the
1997 Bonds, an irrevocable escrow, to be held in trust by the Escrow Bank on behalf of the
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Section 7. Substitution of Federal Securities. The Agency may at any time direct the
Escrow .Bank to substitute Federal Securities then issued by the United States of America for
any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such
direction and substitution shall be accompanied with a certification of an independent certified
public accountant or firm of certified public accountants of favorable national reputation
experienced in the refunding of obligations of political subdivisions that the Federal Securities
then to be so deposited in the Escrow Fund, together with interest to be derived therefrom, shall
be in an amount at all times at least sufficient to make the payments specified in Section 5
hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel
that the substitution will not affect, for federal income tax purposes, the exclusion from gross
Section 6. Remaining Moneys. Any moneys remaining in any of the funds and
accounts created under the 1997 Indenture shall, after redemption in full of the 1997 Bonds, be
transferred to the 2006 Trustee, for deposit to the Debt Service Fund for the 2006 Bonds.
Section 5. Instructions as to Application of Deposit. The Agency hereby instructs the
Escrow Bank, as its agent, to apply the moneys and Escrowed Federal Securities deposited in
the Escrow Fund pursuant to Section 3 hereof to pay interest on and principal on the 1997
Bonds on each March 1 and September 1, commencing September 1, 2006, and to pay the
redemption price of all outstanding 1997 Bonds on September 1, 2007, includingprernium and
accrued interest all pursuant to and in accordance with the provisions of the 1997 Indenture and
in the amounts set forth in Exhibit B attached hereto and by this reference incorporated herein.
Section 4. Investment of Deposit in Escrow Fund. The Escrow Bank shall (a) invest
$ of the moneys deposited into the Escrow Fund pursuant to the preceding section
in the Federal Securities set forth in Exhibit A attached hereto and by this reference
incorporated herein (the "Escrowed Federal Securities"), and (b) shall hold the remaining $_
in cash uninvested. The Escrowed Federal Securities and said cash shall be deposited with and
held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein.
Section 3. Deposit into Escrow Fund. Concurrently with the delivery of the .2006
Bonds, the Agency shall cause to be transferred to the Escrow Bank for deposit in the Escrow
Fund, the amount of $ in immediately available funds, which shall be
derived from the proceeds of sale of the 2006 Bonds. In addition, the Agency hereby directs the
Escrow Bank, as Trustee for the 1997 Bonds, to transfer to the Escrow Fund $
from amounts on deposit in the Reserve Account established for the 1997 Bonds under the 1997
Indenture.
Agency, and for the benefit of the owners of the 1997 Bonds, said escrow to be designated the
"Redevelopment Agency of the City of South San Francisco 1997 Refunding Escrow Fund" (the
"Escrow Fund"). All moneys and Federal Securities in the Escrow Fund are hereby irrevocably
transferred to the Escrow Bank, as security for payment of debt service on the 1997 Bonds, as
well as payment of the redemption price of the 1997 Bonds, to be held by the Escrow Bank in
trust for the benefit of the owners of the 1997 Bonds, except as specified in Section 7 hereof. If at
any time the Escrow Bank shall receive actual knowledge that the moneys and Federal
Securities in the Escrow Fund will not be sufficient to make the payment required by Section 5
hereof, the Escrow Bank shall notify the Agency of such fact, and the Agency shall immediately
cure such deficiency. The Escrow Bank shall not be liable for any such deficiency.
income for purposes of federal income taxes of the interest payable with respect to the 2006
Bonds or payable with respect to the 1997 Bonds. In the event that, following any such
substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or
Federal Securities in excess of an amount sufficient to make the payments required by Section 5
hereof, such excess shall be paid to the Agency.
Section 8. Notice of Redemption. The Agency has instructed the Escrow Bank to take
all steps required to redeem all outstanding 1997 Bonds on September 1, 2007 (the "Redemption
Date"), at a redemption price equal to the principal amount thereof, together with accrued
interest represented thereby to the redemption date, plus the premium required Section 2.03(a)
of the 1997 Indenture.
Section 9. Application of Certain Terms of the 1997 Indenture. All of the terms of the
1997 Indenture regarding the making. of payments of principal, premium, and interest on the
1997 Bonds are incorporated in this Escrow Deposit and Trust Agreement as if set forth in full
herein. Provisions of the 1997 Indenture relating to the resignation and removal of a trustee
shall be the procedure to be followed with respect to any resignation or removal of the Escrow
Bank hereunder.
Section 10. Compensation to Escrow Bank. The Escrow Bank hereby acknowledges
that it has received on the date hereof full compensation for its duties under this Escrow
Deposit and Trust Agreement representing its administration fees, except that the Agency shall
indemnify and hold harmless the Escrow Bank for out-of-pocket costs such as mailing costs,
redemption expenses, legal fees and other costs and expenses relating hereto and, in addition,
fees, costs and expenses relating to the purchase of any Federal Securities, but under no
circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said
purposes.
Section 11. Protection of Escrow Bank. Provisions of the 1997 Indenture relating to the
protection, liability and indemnification of the 1997 Trustee shall apply to the Escrow Bank.
The Escrow Bank undertakes to perform only such duties as are expressly set forth in
this Escrow Deposit and Trust Agreement and no implied duties, covenants or obligations shall
be read into this Escrow Deposit and Trust Agreement against the Escrow Bank. The Escrow
Bank shall not be liable for the recitals. or representations contained in this Escrow Deposit and
Trust Agreement and shall not be responsible for the validity of this Escrow Deposit and Trust
Agreement, the sufficiency of the Escrow Fund or the moneys and Federal Securities or any
substitute Federal Securities to pay the principal, interest and premium of the 1997 Bonds.
Whenever in the administration of this Escrow Deposit and Trust Agreement the Escrow Bank
shall deem it necessary or desirable that a matter be proved or established prior to taking or not
taking any action, such matter may be deemed to be conclusively proved and established by a
certificate of an authorized representative of the Agency and shall be full protection for any
action taken or not taken by the Escrow bank in good faith reliance thereon. The Escrow Bank
may conclusively rely as to the truth and accuracy of the statements and correctness of any
opinions or calculations provided to it in connection with this Escrow Deposit and Trust
Agreement and shall be protected in acting, or refraining from acting, upon any notice,
instruction, request, certificate, document, opinion or other writing furnished to the Escrow
Bank in connection with this Escrow Deposit and Trust Agreement and believed by the Escrow
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Section 15. Execution in Counterl'art. This Escrow Deposit and Trust Agreement may
be executed in counterparts and each of said counterparts shall be deemed an original for all
purposes of this Escrow Deposit and Trust Agreement. All of such counterparts taken together
shall be deemed to be one and the same instrument.
Section 14. Severability. Any provision of this Escrow Deposit and Trust Agreement
found to be prohibited by law shall be ineffective only to the extent of such prohibition, and
shall not invalidate the remainder of this Escrow Deposit and Trust Agreement.
Section 13. California Law. This Escrow Deposit and Trust Agreement shall be
construed and governed in accordance with the laws of the State of California.
The Bank of New York Trust Company, N.A.
550 Keamy Street, Suite 600
San Francisco, CA 94108-2527
Attention: Corporate Trust
If to Escrow Bank:
Redevelopment Agency of the City of South San
Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
If to the Agency:
Section 12. Notices. All written notices to be given under this Escrow Deposit and
Trust Agreement shall be given by mail to the party entitled thereto at its address set forth
below, or at such address as the party may provide to the other parties in writing from time to
time.
Bank to be signed by the. proper party/ and it need not investigate any fact or matter stated
therein.
IN WITNESS WHEREOF, the Escrow Bank and the Agency have each caused this
Escrow Deposit and Trust Agreement to be executed by their duly authorized officers all as of
the date first above written.
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO
By:
Executive Director
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Escrow Bank
By:
Authorized Officer
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Principal
Amount
Interest
Rate
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Exhibit A
Page 1
Maturi.tr Date
~
SCHEDULE OF ESCROWED FEDERAL SECURITIES
EXHIBIT A
Payment
Date
9/1/06
3/1/07
9/1/07
EXHIBITB
PAYMENT AND REDEMPTION SCHEDULE OF 1997 BONDS
Principal
Redemption
Premium
Interest
Exhibit B
Page 1
P.87
Total
Payment
ESCROW DEPOSIT AND TRUST AGREEMENT
(1999 Bonds)
by and between the
CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING
AUTHORITY
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Escrow Bank
Dated as of March 1, 2006
Relating to the refunding and defeasance of a portion of the
$31,720,000 Original Principal Amount of
City of South San Francisco Capital Improvements Financing Authority
. 1999 Revenue Bonds, Series A
(South San Francisco Redevelopment Projects)
&
the refunding and defeasance of all of the outstanding principal amount of the
$28,045,000 Original Principal Amount of
Redevelopment Agency of the City of South San Francisco
1999 Tax Allocation Bonds, Series A
(Gateway Redevelopment Project)
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SCHEDULE OF ESCROWED FEDERAL SECURITIES
REDEMPTION SCHEDULE OF 1999 BONDS
Appoinhnent of Escrow Bank.......... ................. ..... ......... ..... ..... .... .... ....... ...... ...... ...2
Establishment of Escrow Fund. .................. ............ ... ..... ............ ...... ........ ........ ..:...2
Deposit into Escrow Fund. ......................... ............ ........... ............... ....................... 2
Investment of Deposit in Escrow Fund. ................................................................ 3
Instructions as to Application of Deposit. .................... ........................................ 3
Remaining Moneys............ ...... ......... ............ .... ......... ........... .... ... .............. ...............3
Substitution of Federal Securities. .................................................................... ...... 3
Notice of Redemption. ............... ......... ......... ..... ..... .......... ........... ....... ................ ......3
Application of Certain Terms of the 1999 Indentures. ........................................ 4
Compensation to Escrow Bank. ......... ....... ......................... ............. ......... ......... ...... 4
Protection of Escrow Bank. ....... ......... .......... ....... ................................. ............. ......4
Notices....... .......... ................ .............................. ......... ............. ...................................4
California Law.... ........... ............. ...... .......... .............. ................. ......... ........... ...........5
Severability. ........................................................... ~................................................... 5
Execution in Counterpart. ....... ............. ................ ...................... ...... ................. ...... 5
TABLE OF CONTENTS
EXHIBIT A
EXHIBIT B
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
ESCROW DEPOSIT AND TRUST AGREEMENT
This Escrow Deposit and Trust Agreement is dated as of March I, 2006 by and between
the CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING
AUTHORITY, a joint exercise of powers authority du1y organized and existing under the laws
of the State of California (the" Authority"), the REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO, a redevelopment agency du1y organized and existing under the
laws of the State of California (the "Agency") and THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association organized and existing under the laws of the
United States of America, having a corporate trust office in Los Angeles, California, as
successor trustee to u.s. Bank National Association (the "Escrow Bank");
WITNESSETH:
WHEREAS, the Agency issued its 1999 Tax Allocation Bonds, Series A (Gateway
Redevelopment Project) pursuant to an Indenture of Trust, dated as of February I, 1999,
between the Agency and the Escrow Bank, as successor trustee (the "1999 Agency Indenture")
in an aggregate principal amount of $28,045,000 (the "1999 Gateway Bonds"), for the financing
of redevelopment activity in the Gateway Redevelopment Project; and
WHEREAS, the Authority issued its 1999 Revenue Bonds, Series A (South San Francisco
Redevelopment Projects) in the aggregate principal amount of $31,720,000 (the "1999 Authority
Bonds") pursuant to an Indenture of Trust (the "1999 Authority Indenture"), dated as of
February 1,1999, between the Authority and the Escrow Bank, as successor trustee; and
WHEREAS, $28,045,000 of the proceeds of the 1999 Authority Bonds were used to
purchase the 1999 Gateway Bonds, and $3,675,000 of the proceeds of the 1999 Authority Bonds
were used to purchase the Agency's $3,675,000 1999 Tax Allocation Bonds, Series B (Housing
Set-Aside Tax Revenues) (the "1999 Housing Set-Aside Bonds"); and
WHEREAS, attached as Exhibit B to the 1999 Authority Indenture is the amortization
schedu1e for the 1999 Gateway Bonds and the 1999 Housing Set-Aside Bonds, and the 1999
Authority Bonds shown as maturing (or subject to mandatory redemption) under the column
"Gateway Bonds"irl said Exhibit B are referred to herein as the "Refunded 1999 Authority
Bonds"; and
WHEREAS, the Agency has determined to refund and defease the 1999 Gateway Bonds,
but not the 1999 Housing Set-Aside Bonds; and
WHEREAS, the refunding and defeasance of the 1999 Gateway Bonds will refund and
defease the Refunded 1999 Authority Bonds; and
WHEREAS, the 1999 Gateway Bonds and the Refunded 1999 Authority Bonds are
referred to herein as the "1999 Bonds"; and
P.90
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P.91
Section 3. Deposit into Escrow Fund. Concurrently with the delivery of the 2006
Bonds, the Agency shall cause to be transferred to the Escrow Bank for deposit in the Escrow
Fund, the amount of $ in immediately available funds, which shall be
derived from the proceeds of sale of the 2006 Bonds. In addition, the Authority and the Agency
hereby direct the Escrow Bank, as Trustee for the 1999 Bonds, to transfer to the Escrow Fund
the following amounts, from the following sources: (a) $ shall be derived from
amounts on deposit in the Reserve Account established for the 1999 Gateway Bonds under the
1999 Agency Indenture; and (b) $ shall be derived from amounts on deposit in the
Section 2. Establishment of Escrow Fund. There is hereby created by the Authority
and the Agency with, and to be held by, the Escrow Bank, as security for the payment of the
redemption price of the 1999 Bonds, an irrevocable escrow, to be held in trust by the Escrow
Bank on behalf of the Authority and the Agency, and for the benefit of the owners of the 1999
Bonds, said escrow to be designated the "City of South San Francisco Capital Improvements
Financing Authority and Redevelopment Agency of the City of South San Francisco 1999
Refunding Escrow Fund" (the "Escrow Fund"). All moneys and Federal Securities in the
Escrow Fund are hereby irrevocably transferred to the Escrow Bank, as security for payment of
the redemption price of the 1999 Bonds, to be held by the Escrow Bank in trust for the benefit of
the owners of the 1999 Bonds, except as specified in Section 7 hereof. If at any time the Escrow
Bank shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund
will not be sufficient to make the payment required by Section 5 hereof, the Escrow Bank shall
notify the Agency of such fact, and the Agency shall immediately cure such deficiency. The
Escrow Bank shall not be liable for any such deficiency.
Section 1. Appointment. of Escrow Bank. The Authority and the Agency hereby
appoint the Escrow Bank as escrow holder for all purposes of this Escrow Deposit and Trust
Agreement, and the Escrow Bank hereby accepts such appointment.
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained, the parties hereto DO HEREBY AGREE as follows:
WHEREAS, the Escrow Bank has fu1l powers. to act with respect to the irrevocable
escrow created herein and to perform the duties and obligations to be undertaken pursuant to
this Escrow Deposit and Trust Agreement:
WHEREAS, the Agency and the Authority propose to make a deposit of moneys and
Federal Securities from the proceeds of the 2006 Bonds and other sources (as specified in
Section 3), and to appoint the Escrow Bank as their agent for the purpose of applying said
deposit to the payment and redemption of the 1999 Bonds in accordance with the 1999
Authority Indenture and the 1999 Agency Indenture (together, the "1999 Indentures"), and the
Escrow Bank desires to accept said appoinhnent; and
WHEREAS, the Agency has entered into an Indenture of Trust, dated as of March 1,
2006, by and between The Bank of New York Trust Company, N.A., acting as Trustee (the "2006
Trustee"), and the Agency (the "2006 Trust Indenture") pursuant to which $,
principal amount of the Agency's Merged Redevelopment Project Tax Allocation Revenue
Bonds, Series 2006A (the "2006 Bonds") will be issued; and
Bond Retirement Account established for the 1999 Gateway Bonds under Section 4.03(d) of the
1999 Agency Indenture.
Section 4. Investment of Deposit in Escrow Fund. The Escrow Bank shall (a) invest
$ of the moneys deposited into the Escrow Fund pursuant to the preceding section
in the Federal Securities set forth in Exhibit A attached hereto and by this reference
incorporated herein (the "Escrowed Federal Securities"), and (b) shall hold the remaining $_
in cash uninvested. The Escrowed Federal Securities and said cash shall be deposited with and
held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein.
Section 5. Instructions as to Application of Deposit. The Authority and the Agency
hereby instruct the Escrow Bank, as their agent, to apply the moneys and Escrowed Federal
Securities deposited in the Escrow Fund pursuant to Section 3 hereof to pay interest on and
principal on the 1999 Bonds on each March 1 and September 1, commencing September 1, 2006,
and to pay the redemption price of all outstanding 1999 Bonds on September 1,2009, including
premium and accrued interest all pursuant to and in accordance with the provisions of the 1999
Indentures and in the amounts set forth in Exhibit B attached hereto and by this reference
incorporated herein.
Section 6. Remaining Moneys. Any moneys remaining in any of the funds and
accounts created under the 1999 Agency Indenture shall, after redemption in full of the 1999
Bonds, be transferred to the 2006 Trustee, for deposit to the Debt Service Fund for the 2006
Bonds.
Section 7. Substitution of Federal Securities. The Authority may at any time direct
the Escrow Bank to substitute Federal Securities then issued by the United States of America for
any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such
direction and substitution shall be accompanied with a certification of an independent certified
public accountant or firm of certified public accountants of favorable national reputation
experienced in the refunding of obligations of political subdivisions that the Federal Securities
then to be so deposited in the Escrow Fund, together with interest to be derived therefrom,
shall be in an amount at all times at least sufficient to make the payments specified in Section 5
hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel
that the substitution will not affect, for federal income tax purposes, the exclusion from gross
income for purposes of federal income taxes of the interest payable with respect to the 2006
Bonds or payable with respect to the 1999 Bonds. In the event that, following any such
substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or
Federal Securities in excess of an amount sufficient to make the payments required by Section 5
hereof, such excess shall be paid to the Authority.
Section 8. Notice of Redemption. The Authority and the Agency have instructed the
Escrow Bank to take all steps required to redeem all outstanding 1999 Bonds on September 1,
2009 (the "Redemption Date"), at a redemption price equal to the principal amount there.of,
together with accrued interest represented thereby to the redemption date, plus the premium
required by Section 2.02(d) of the 1999 Authority Indenture, and Section 2.03(e) of the 1999
Agency Indenture.
-~-
P.92
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P.93
Section 12. Notices. All written notices to be given under this Escrow Deposit and
Trust Agreement shall be given by mail to the party entitled thereto at its address set forth
below, or at such address as the party may provide to the other parties in writing from time to
time.
The Escrow Bank undertakes to perform only such duties as are expressly set forth in
this Escrow Deposit and Trust Agreement and no implied duties, covenants or obligations shall
be read into this Escrow Deposit and Trust Agreement againSt the Escrow Bank. The Escrow
Bank shall not be liable for the recitals or representations contained in this Escrow Deposit and
Trust Agreement and shall not be responsible for the validity of this Escrow Deposit and Trust
Agreement, the sufficiency of the Escrow Fund or the moneys and Federal Securities or any
substitute Federal Securities to pay the principal, interest and premium of the 1999 Bonds.
Whenever in the administration of this Escrow Deposit and Trust Agreement the Escrow Bank
shall deem it necessary or desirable that a matter be proved or established prior to taking or not
taking any action, such matter may be deemed to be conclusively proved and established by a
certificate of an authorized representative of the Agency or the Authority and shall be full
protection for any action taken or not taken by the Escrow bank in good faith reliance thereon.
The Escrow Bank may conclusively rely as to the truth and accuracy of the statements and
correctness of any opiriions or calculations provided to it in connection with this Escrow
Deposit and Trust Agreement and shall be protected in acting, or refraining from acting, upon
any notice, instruction, request, certificate, document, opinion or other writing furnished to the
Escrow Bank in connection with this Escrow Deposit and Trust Agreement and believed by the
Escrow Bank to be signed by the proper party, and it need not investigate any fact or matter
stated therein.
Section 11. Protection of Escrow Bank. Provisions of the 1999 Indentures relating to
the protection, liability and indemnification of the 1999 Trustee shall apply to the Escrow Bank.
Section 10. Compensation to Escrow Bank. The Escrow Bank hereby acknowledges
that it has received on the date hereof fu1l compensation for its duties under this Escrow
Deposit and Trust Agreement representing its administration fees, except that the Authority
shall indemnify and hold harmless the Escrow Bank for out-of-pocket costs such as mailing
costs, redemption expenses, legal fees and other costs and expenses relating hereto and, in
addition, -fees, costs and expenses relating to the purchase of any Federal Securities, but under
no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for
said purposes.
Section 9. Application of Certain Terms of the 1999 Indentures. All of the terms of
the 1999 Indentures regarding the making of payments of principal, premium, and interest on
the 1999 Bonds are incorporated in this Escrow Deposit and Trust Agreement as if set forth in
fu1l herein. Provisions of the 1999 Indentures relating to the resignation and removal of a
trustee shall be the procedure to be followed with respect to any resignation or removal of the
Escrow Bank hereunder.
If to the Authority:
City of South San Francisco Capital Improvements
Financing Authority .
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
If to the Agency:
Redevelopment Agency of the City of South San
Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
If to Escrow Bank:
The Bank of New Yark Trust Company, N.A.
550 Kearny Street, Suite 600
San Francisco, CA 94108-2527
Attention: Corporate Trust
Section 13. California Law. This Escrow Deposit and Trust Agreement shall be
construed and governed in accordance with the laws of the State of California.
Section 14. Severability. Any provision of this Escrow Deposit and Trust Agreement
found to be prohibited by law shall be ineffective only to the extent of such prohibition, and
shall not invalidate the remainder of this Escrow Deposit and Trust Agreement.
Section 15. Execution in Counterpart. This Escrow Deposit and Trust Agreement may
be executed in counterparts and each of said counterparts shall be deemed an original for all
purposes of this Escrow Deposit and Trust Agreement. All of such counterparts taken together
shall be deemed to be one and the same instrument.
-~-
P.94
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P.95
Authorized Officer
By:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Escrow Bank
Executive Director
By:
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO
Executive Director
By:
CITY OF SOUTH SAN FRANCISCO
CAPITAL IMPROVEMENTS FINANCING
AUTHORITY
IN WITNESS WHEREOF, the Escrow Bank, the Authority and the Agency have each
caused this Escrow Deposit and Trust Agreement to be executed by their du1y authorized
officers all as of the date first above written.
EXHIBIT A
SCHEDULE OF ESCROWED FEDERAL SECURITIES
~
Interest
Rate
Maturity Date
Exhibit A
Page 1
P.96
Principal
Amount
Total
PaJm1.ent
Exhibit B
Page 1
P.97
Princi al
-----~
Interest
Redemption
Premium
PAYMENT AND REDEMPTION SCHEDULE OF 1999 BONDS
EXHIBIT B
9/1/06
3/1/07
9/1/07
3/1/08
9/1/08
3/1/09
9/1/09
Payment
Date
Fourth draft: 02107/06
PRELIMINARY OFFICIAL STATEMENT DATED _, 2006
NEW ISSUE....:...BOOK-ENTRY ONLY RATINGS
Standard & Poor's: "_
Moody's: "_"
( Insured)
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject,
however to cerlain qualifications described herein, under existing law, the interest on the 2006 Bonds is excluded from gross
Income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the altemative
minimum tax imposed on cerlain corporations, such interest is taken into account in determining cerlain income and eamings.
In the furlher opinion of Bond Counsel, interest on the 2006 Bonds is exempt from California personal income taxes.. See
'TAX MATTERS" herein.
$
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Merged Redevelopment Project
Tax Allocation Revenue Bonds, Series 2006A
Dated: Date of Delivery
Due: August 1, as shown on the inside cover page
The Redevelopment Agency of the City of South San Francisco (the "Agency") is issuing its Merged Redevelopment
Project Tax Allocation Revenue Bonds, Series 2006A (the "2006 Bonds") pursuant to the Constitution and the laws of the
State of California (the "State"), including the redevelopment law, constituting Part 1 of Division 24 of the Health and Safety
Code of the State (the "Redevelopment Law"). The 2006 Bonds are being issued pursuant to an Indenture of Trust, dated as
of March 1, 2006 (the "Indenture"), by and between the Agency and The Bank of New York Trust Company, NA, as Trustee
(the "Trustee"). Proceeds of the 2006 Bonds will be used to (i) finance various redevelopment projects (the "Projects") with
respect to the Merged Redevelopment Project (the "Project Area"), (ii) provide for the refunding of certain outstanding bonds
of the Agency, (Hi) provide for deposit of a reserve fund surety bond for the 2006 Bonds and (iv) pay costs of issuance related
to the 2006 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein.
Interest on the 2006 Bonds is payable on each February 1 and August 1, commencing on August 1, 2006. The 2006
Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so
long as no 2006 Bond will have more than one maturity date. The 2006 Bonds will be initially delivered in the form of a
separate single fully registered 2006 Bond for each maturity. Upon initial delivery, the ownership of each such 2006 Bond will
be registered on the registration books of the Trustee in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ("DTC"). DTC will act as the depository of the 2006 Bonds and all payments due on the 2006
Bonds will be made to DTC or its nominee. Ownership interests in the 2006 Bonds may be purchased in book-entry form
only. See APPENDIX F - BOOK-ENTRY SYSTEM attached hereto.
The 2006 Bonds are subject to optional and mandatory sinking fund redemption as described herein. See
"THE 2006 BONDS-Redemption" herein.
The 2006 Bonds will be secured by a first pledge of and lien on all of the Tax Revenues (as defined herein), on a
parity with any Parity Debt (as defined herein).
Payment of the principal of and interest on the 2006 Bonds when due will be insured by a municipal bond insurance
policy to be issued by (the "Insurer") simultaneously with the delivery of the 2006 Bonds.
[INSURER'S LOGO]
THE 2006 BONDS ARE OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM TAX REVENUES (AS
DEFINED HEREIN) AND CERTAIN OTHER AMOUNTS PLEDGED UNDER THE INDENTURE AS DESCRIBED HEREIN.
THE 2006 BONDS ARE NOT A DEBT OF THE CITY OF SOUTH SAN FRANCISCO, THE STATE OF CALIFORNIA OR
ANY OF ITS POLITICAL SUBDIVISIONS AND NONE OF THE CITY, THE STATE OR ANY OF ITS POLITICAL
SUBDIVISIONS IS LIABLE THEREFOR, AND IN NO EVENT SHALL THE 2006 BONDS BE PAYABLE OUT OF ANY
FUNDS OR PROPERTIES OTHER THAN OF THE AGENCY AS SET FORTH IN THE INDENTURE.
o
Preliminary, subject to change.
P.98
P.99
,2006
Dated:
[CITIGROUP]
The 2006 Bonds are offered when, as and if issued by the Agency, subject to their approval as to legality by Jones
Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, and certain other conditions. Jones Hall is
also serving as Disclosure Counsel for the Agency. Certain legal matters will be passed upon for the Agency by Meyers
Nave Riback Silver & Wilson, Oakland, California. Certain legal matters will be passed upon for the Underwriter by Nixon
Peabody LLP. It is expected that the 2006 Bonds will be available for delivery in New York, New York, through the facilities of
DTC on or about , 2006.
This cover page contains information for quick reference only. Investors must read this entire Official
Statement, including the Appendices hereto, to obtain information essential to making an informed investment
decision.
MATURITY SCHEDULE
$
Serial Bonds
Maturity Date
(August 1)
Principal
Amount
Interest
Rate
Price
or Yield
CUSlpt
$__% Term Bonds due August 1, 20_; Price:
$_ _% Term Sands due August 1, 20_; Price:
; CUSlpt: _
; CUSlpt: _
t Copyright 2006, American Bankers Association. CUSIP data herein is provided by Standard & Poor's CUSIP Service Bureau, a
division of the McGraw-Hili Companies. This data is not intended to create a database and does not serve in any way as a
substitute for the CUSIP Service Bureau. CUSIP<Il> numbers are provided for convenience of reference only. Neither the Agency nor
the Underwriter takes any responsibility for the accuracy of such numbers.
P.100
P.I01
The Bank of New York Trust Company, N.A.
Los Angeles, California
TRUSTEE
Meyers Nave Riback Silver & Wilson
Oakland, California
SPECIAL REDEVELOPMENT COUNSEL
Seifel Consulting Inc.
San Francisco, California
FISCAL CONSULTANT
Public Financial Management Group
San Francisco, California
FINANCIAL ADVISOR
Jones Hall, A Professional Law Corporation
San Francisco, California
BOND COUNSEL AND DISCLOSURE COUNSEL
PROFESSIONAL SERVICES
Barry Nagel, City Manager and Executive Director
Marty Van Duyn, Assistant City Manager
Jim Steele, Finance Director
Steven T. Mattas, City Attorney
Richard Battaglia, Agency Treasurer
Sylvia Payne, City Clerk and Agency Secretary
CITY AND AGENCY STAFF
Joseph A. Fernekes, Mayor
Richard L. Garbarino, Councilmember
Pedro Gonzalez, Councilmember
Karyl Matsumoto, Councilmember
Mark Addiego, Councilmember
CITY OF SOUTH SAN FRANCISCO CITY C.OUNCIL AND AGENCY MEMBERS
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the offer and
sale of the 2006 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any
other purpose. This Official Statement is not to be construed as a contract with the purchasers of the
2006 Bonds.
Estimates and Forecasts. When used in this Official Statement and in any continuing
disclosure by the Agency in any press release and in any oral statement made with the approval of an
authorized officer of the Agency or any other entity described or referenced herein, the words or phrases
"will likely result," "are expected to", "will continue", "is anticipated", "estimate", "project," "forecast",
"expect", "intend" and similar expressions identify "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties
that could cause actual results to differ materially from those contemplated in such forward-looking
statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop
the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore,
there are likely to be differences between forecasts and actual results, and those differences may be
material.
Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the
Agency to give any information or to make any representations in connection with the offer or sale of the
2006 Bonds other than those contained herein and if given or made, such other information or
representation must not be relied upon as having been authorized by the Agency or the Underwriter. This
Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the 2006 Bonds by a person in any jurisdiction in which it is unlawful for such person to make
such an offer, solicitation or sale.
Involvement of Underwriter. The Underwriter has submitted the following statement for
inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement
in accordance with, and as a part of, its responsibilities to investors under the Federal Securities Laws as
applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the
accuracy or completeness of such information. The information and expressions of opinions herein are
subject to change without notice and neither delivery of this Official Statement nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in the
affairs of the Agency or any other entity described or referenced herein since the date hereof. All
summaries of the documents referred to in this Official Statement are made subject to the provisions of
such documents, respectively, and do not purport to be complete statements of any or all of such
provisions.
Circular 230 Disclaimer. To ensure compliance with requirements imposed by the Internal
Revenue Service, we inform you that any U.S. federal tax advice contained in this Official Statement and
the Appendices hereto is not intended or written to be used and cannot be used, for the purpose of (i)
avoiding penalties under the Internal Revenue Code of 1986, as amended, or (ii) promoting, marketing, or
recommending to another party any transaction or matter addressed herein.
THE 2006 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS
CONTAINED IN SUCH ACT. THE 2006 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER ANY STATE LAWS.
P.102
P.I03
INTRODUCTIO N . ........... ... ..... ........ ............ ... ....... ............. ......... ........... ..... ...... ........... ......................... ......... 1
GENERAL................................................................................................................................ .................... 1
THE CiTY............................. ........................... .......... .... ........... ............................ ............... ........................ 2
THE AGENCy........................ ....... ....... ............................. ........ ..................... ....... ......... ............................... 2
MERGED REDEVELOPMENT PROJECT AREA.~. ........... ..... ............. ...... ..................... ............. ........................... 2
THE 2006 BONDS ............................ ............... .......... .................. ..................................... ..,...... ............. ..... 3
LIMITED LIABILITY ...................... .......... ........... ..... ............ ............ .................. ...................... ..... .................... 4
T f!\X MATTERS................................. ............. ................. ........................................ .............. ..... .................... 4
PROFESSIONALS INVOLVED IN THE OFFERING ......................... ............".................. ............ ........................... 4
'TH E 2006 BO NDS .......... ............. ........... .................. .............. ....... ..... ..... ... ....... ...... .......... ....... ....... ............. 5
GENERAL. ........................................................................... ..... ............................................ ............. .......... 5
REDEMPTION ............... ................................................... ......................... .......................... ...... .................... 6
SECURITY AND SOURCE OF PAYMENT FOR THE 2006 BONDS.........~................................................ 8
GENERAL...................................... ................................ ...... ............ ...................................... ....................... 8
SPECIAL FUND; DEPOSIT OF T f!\X REVENUES ......................................".... ..................................................... 8
DEBT SERVICE FUND; TRANSFER OF AMOUNTS TO TRUSTEE ...................................................................... 11
PARITY DEBT............................. ..................... .... .................. .................... ............................... ..... ..... ........ 11
SUBORDINATE DEBT.............. .............................. ................ ........................ ............................. ......... ......... 12
SETTLEMENT AND RELEASE AGREEMENT............. ................ ................................................. ............. ......... 13
REDEVELOPMENT PLAN LIMITATIONS ............. ........ ........... .......... .......... ....................... ....... ....................... 14
Low AND MODERATE INCOME HOUSING ..................................................................................................... 14
PLAN 0 F FINAN CE ..... .................. ............. ............................................... .......... ............. ......................... 15
THE REFUNDING ................... ......... ....... ............ ............ ........... ..................... .......................... .................. 15
THE PROJECTS............. ........ ......... .............. ..... .................. ........... ..."..... ..... ............... ...... ...... .......... ........ 15
ESTIMATED SOURCES AND USES OF FUNDS ............................................................................................... 16
DEBT SERVICE SCHEDULES. ........ ..... ........ ...... ..... ................... ....................... ..... .......... ........ ................ ..... 17
BON DINS U RAN C E ......................................... ........................................................................ .................. 17
TH E AGE NC Y ............................................................................................................................................ 18
MANAGEMENT........... .... ............... ............... ..................... ................. ...... ... ...... ... ...... .......... ...................... 18
POWERS AND DUTIES.... ...... ....... ................ ........... ................ ..................... ............... ................... ............. 18
FISCAL CONSULTANT'S REPORT.. .................. .......... ......... ..... ............... ........ ................ .... ....... .................. 18
TH E PROJ ECT AR EA ........ .......................... ................ ........ .............. ............. ............. .......... .................. 19
GENERAL........ ....... ........;.. ..................... ................... ............................. ........ ...... ................. .................... 19
REDEVELOPMENT PLAN.. ................ ...;. ..... ..... ...... .......... ................ ..... ....... .... ....... .... ........ ............. ........ .... 23
REDEVELOPMENT PLAN LIMITATIONS ... ..... ..... .......... ........ ... ........ ....... ..... ............ ..... ....... ...... ... ......... ......... 23
PROJECT AREA T f!\X REVENUES.. ...........,....... .................. ..................................... ..... ..... ........ ................... 25
LARGEST TAXABLE PROPERTY OWNERS .......... .............. ........ ..... .......... ....................... ..... ............. ............ 26
CURRENT AND PLANNED DEVELOPMENT............ ............ ........ ...................... .............. ....... ......................... 27
ASSESSMENT ApPEALS..... ............................. ........ ....... ........... ............................ ....... ............ .................. 28
PROJECTED Tf!\X REVENUES AND DEBT SERVICE COVERAGE ...................................................................... 29
T f!\X ALLOCATION FINANCiNG........... ................. ....... ........... ................................. .................. ............ ........ 31
PAss-THROUGH AGREEMENTS........ .................... .... ......... ........ ......... ............................ ...... .............. ........ 32
STATUTORY TAX SHARING... ........................ ........ .......... ..................................................... ....................... 32
PROPERTY TAX COLLECTION PROCEDURES ................................................... ..... ....................................... 33
Paoe
TABLE OF CONTENTS
PROPERTY TAX ADMINISTRATIVE COSTS .................................................................................................... 34
Low. AND MODERATE INCOME HOUSING .......................:.............................. ................. .......... .................... 34
FILING OF STATEMENT OF INDEBTEDNESS ............................................... ...... ............... ..... ..... .................... 34
INVESTMENT POLICY OF THE CITY [CONFIRM] .......................................................................................... 35
RIS K FACTO RS ............ ................. ......."...... .................. .................... ..... .................. ................... ...... ........ 36
REDUCTION OF TAX REVENUES ............"..................................................... ............................ ..... ..............36
TIME LIMITS ON RECEIVING TAX REVENUES.................................................................. ...............................37
CONCENTRATION OF OWNERSHiP.................... ....... ....... ..... ..... ....... ........ .... ....................... .......... ......... ..... 37
ASSESSMENT ApPEALS........... ........... .......... ......... ........ ..... ..... ....... .................. ................ ........... ......... ..... 37
PROPOSITION 8 ADJUSTMENTS............n... ........ ...... ........ ......... ....................... .............................. ............. 38
ASSUMPTIONS AND PROJECTIONS..... ........ ............... ................ ............... ................................................... 38
REAL ESTATE AND GENERAL ECONOMIC RISKS .......................................................................................... 38
REDUCTION IN INFLATIONARY RATE .............................................................. .................. ....... .................... 39
STATE BUDGET; ERAF SHIFT. .............. ...............................................~........................ .............,.............. 39
BANKRUPTCY AND FORECLOSURE................ .... ....... ............... ................................ ,...................................40
HAZARDOUS SUBSTANCES.............................. ........ ......... ..... ................. ....... .................................. ........... 40
RISK OF EARTHQUAKE..,..................................... ..................... ....................... ........................................... 40
LIMITATIONS ON TAX REVENUES .........................................................................................................41
ARTICLE XIIIA.................................................. ............. .............. ................................................... ........... 41
ApPROPRIATION LIMITATION - ARTICLE XIIIB ............................................... ........................ .................... 42
UNITARY PROPERTY....................... ........ ..................... .......... ................................................ .......... .......... 43
PROPOSITION 218 .......................................... ........................ ....... ........ ..... .............................................. 43
FUTURE INITIATiVES......................................... ..... ................... .............. .............. ..................................... 44
TAX MATTERS ...................... .................................. ............ ........ ........... .... ........... ....... ..... ......... .... ...... ..... 44
CE RT AIN LEGAL MA TIER S ..... .................... ........ .......... .......................... ................... .... ........................ 44
FINANCIAL ST A TEM ENTS . ......~...................................... .............. ............ ..... .................. .......... .............. 45
NO LITI GA TI 0 N ......................................................................................:.................................................. 45
CONTINUING DISCLOSU RE ....... .... ............................. ........................ ....... ... ...... ............ ........................ 45
UNDERWRITING. ............. ..... ...... ...... ............................. ................... ...... ...... ... ..... .... ................................. 45
THE A UTH 0 RITY ....................................................................................................................................... 46
RA TI N G S ............................................................................................................................................... ..... 46
M ISCELLAN EOU S . ........... .... ... ... .... .... .............. ...................................... .... ............... ..., ........... ................. 46
APPENDIX A -
APPENDIX B -
APPENDIX C -
FISCAL CONSULTANT'S REPORT
AGENCY FINANCIAL STATEMENT FOR THE FISCAL YEAR ENDED JUNE 30,2005
GENERAL ECONOMIC AND FINANCIAL INFORMATION REGARDING THE CITY
OF SOUTH SAN FRANCISCO AND THE SURROUNDING AREA
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
FORM OF BOND COUNSEL OPINION
BOOK-ENTRY SYSTEM
FORM OF CONTINUING DISCLOSURE CERTIFICATE
FORM OF FINANCIAL GUARANTY INSURANCE POLICY
APPENDIX 0 -
APPENDIX E -
APPENDIX F -
APPENDIX G -
APPENDIX H -
ii
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[MAP OF LOCATION OF CITY OF SOUTH SAN FRANCISCO]
$
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
MERGED REDEVELOPMENT PROJECT
TAX ALLOCATION REVENUE BONDS, SERIES 2006A
INTRODUCTION
The following introduction presents a brief description of certain information in
connection with the issuance of the 2006 Bonds and is qualified in its entirety by reference to
the entire Official Statement and the documents summarized or described herein. References
to, and summaries of, provisions of the Constitution and the laws of the State of California and
any documents referred to herein do not purport to be complete and such references are
qualified in their entirety by reference to the complete provisions. Capitalized terms used in this
Official Statement and not defined elsewhere herein have the meanings given such terms under
the Indenture. See APPENDIX D - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS _
Definitions" attached hereto.
General
The Redevelopment Agency of the City of South San Francisco (the "Agency") is issuing
its Merged Redevelopment Project Tax Allocation Revenue Bonds, Series 2006A (the "2006
Bonds") pursuant to the Constitution and the laws of the State of California (the "State"),
including the redevelopment law, constituting Part 1 of Division 24 of the Health and Safety
Code of the State (the "Redevelopment Law"). The 2006 Bonds are being issued pursuant to an
Indenture of Trust, dated as of March 1, 2006 (the "Indenture"), by and between the Agency and
The Bank of New York Trust Company, N.A., as Trustee (the ''Trustee'').
The 2006 Bonds will be secured by a first pledge of and lien on all of the Tax Revenues
(as defined herein). The 2006 Bonds are secured by such pledge and lien on a parity with any
Parity Debt (as defined herein).
Proceeds of the 2006 Bonds will be used (i) to finance various redevelopment projects
(the "Projects") with respect to the Merged Redevelopment Area (the "Project Area"), (ii) provide
funds, together with other available funds, to refund the Agency's Downtown/Central
Redevelopment Project 1997 Tax Allocation Bonds (the "1997 Downtown/Central Bonds"),
currently outstanding in the aggregate principal amount of $9,520,000 and to be refunded in
such principal amount, (Hi) provide funds, together with other available funds, to refund the
Agency's 1999 Tax Allocation Bonds, Series A (Gateway Redevelopment Project) (the "1999
Gateway Bonds"), currently outstanding in the aggregate principal amount of $23,860,000 and
to be refunded in such principal amount, (iv) to provide for deposit of a reserve fund surety bond
for the 2006 Bonds and (v) to pay costs of issuance related to the 2006 Bonds. See "PLAN OF
FINANCE - Estimated Sources And Uses Of Funds" herein.
o
Preliminary, subject to change.
1
P.106
2
P.107
.
The Constitution and statutes of the State provide for the financing of redevelopment
projects through the issuance of tax allocation bonds. Such bonds are payable from a portion of
the property taxes collected from within a project area upon the increase in taxable valuation of
land, improvements and personal and public utility property. The taxable valuation of a project
area last equalized prior to the effective date of the ordinance adopting the redevelopment plan,
or base roll, is established and, except for any period during which the taxable valuation drops
below the base year level, the taxing agencies thereafter receive the taxes produced by the levy
of the then current tax rate upon the base roll. With certain exceptions (including statutory tax
sharing requirements), taxes collected upon any increase in taxable valuation over the base roll
are allocated to a redevelopment agency and may be pledged by a redevelopment agency to
the repayment of any indebtedness incurred in financing or refinancing a redevelopment project.
Redevelopment agencies themselves have no authority to levy property taxes and must look
specifically to the allocation of taxes produced as indicated above. See "THE 2006 BONDS,"
"SECURITY AND SOURCE OF PAYMENT FOR THE 2006 BONDS" AND "THE PROJECT
AREA - Statutory Tax Sharing" herein.
Tax Allocation Financing
The Project Area includes approximately 1 ,260 acres of land used primarily for
residential, industrial and commercial purposes. The Agency has previously adopted
redevelopment plans for the Gateway, EI Camino Corridor, Downtown/Central and U.S.
SteellShearwater Project Areas (the "Constituent Project Areas") and effective June 30, 2005,
the Agency caused the Constituent Project Areas to be fiscally merged, as permitted by the
Redevelopment Law. Hereafter, the fiscally merged constituent Project Areas are collectively
referred to as the "Project Area". See ''THE PROJECT AREA" herein.
Merged Redevelopment Project Area
The Agency was activated by the City Council of the City by the adoption of Ordinance
No. 804-79 on December 19, 1979 The purpose of the Agency is to eliminate blight and
revitalize specific areas within the City. . The Agency's powers, duties and obligations with
respect to the Project Area include acquiring and assembling the necessary sites, relocating
residents and business, demolishing the deteriorated improvements and undertaking activities
for the redevelopment of the Project Area. See "THE AGENCY" herein.
The Agency
The City of South San Francisco (the "City") is located south of the City and County of
San Francisco, in San Mateo County (the "County"). The City occupies the basin and portions of
the sides of a broad valley formed by the San Bruno Mountains on the north and the Coast
Range on the west. Most of the valley faces adjacent San Francisco Bay, with mild winters and
dry cool summers. The hills to the west shield the city from much of the fog that prevails in
neighboring areas. The City encompasses approximately 9.63 square miles. See APPENDIX C
- "GENERAL ECONOMIC AND FINANCIAL INFORMATION REGARDING THE CITY OF
SOUTH SAN FRANCISCO AND THE SURROUNDING AREA" attached hereto.
The City
Security and Source of Payment for the 2006 Bonds
The 2006 Bonds will be secured by a first pledge of and lien on all of the Tax Revenues
and all of the moneys on deposit in the Special Fund. Such pledge and lien securing the 2006
Bonds is on a parity with any future Parity Debt. See "SECURITY AND SOURCE OF
PAYMENT FOR THE 2006 BONDS - Parity Debt" herein. In addition, the 2006 Bonds will be
secured by a first and exclusive pledge of and lien upon all of the moneys in the Debt Service
Fund, the Interest Account, the Principal Account and the Reserve Account established under
the Indenture. Except for the Tax Revenues and such moneys, no funds or properties of the
Agency will be pledged to, or otherwise liable for, the payment of principal of or interest on the
2006 Bonds. See APPENDIX 0 - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS _
Definitions" attached hereto. ''Tax Revenues" means all taxes annually allocated and paid to
the Agency with respect to the Project Area following the date of issuance of the 2006 Bonds,
pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Redevelopment Law
and Section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable
State law, and as provided in the Redevelopment Plan, including all payments, subventions and
reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by
reason of tax exemptions and tax rate limitations; but excluding (a) amoul)ts of such taxes
required to be deposited into the Low and Moderate Income Housing Fund established pursuant
to the Redevelopment Law and (b) amounts payable to entities other than the Agency under
and pursuant to the Redevelopment Law. See "SECURITY AND SOURCE OF PAYMENT FOR
THE 2006 BONDS" herein.
The 2006 Bonds
The 2006 Bonds will mature on the dates and in the principal amounts set forth on the
inside cover page hereof. Interest on the 2006 Bonds is payable on February 1 and August 1
(each, an "Interest Payment Date"), commencing on August 1, 2006, payable at the rates of
interest set forth on the inside cover page hereof. The 2006 Bonds will be issued in fully
registered form without coupons in denominations of $5,000 or any integral multiple thereof, so
long as no 2006 Bond of a Series will have more than one maturity date. See ''THE 2006
BONDS" herein. The 2006 Bonds will be sold to the City of South San Francisco Capital
Improvement Financing Authority for concurrent resale to the Underwriter.
Book-Entry System
The 2006 Bonds will be initially delivered in the form of a separate single fully registered
Bond for each maturity of the 2006 Bonds. Upon initial delivery, the ownership of each such
2006 Bond will be registered on the registration books in the name of Cede & Co., as nominee
of The Depository Trust Company, New York, New York ("DTC"). DTC will act as the depository
of the 2006 Bonds and all payments due on the 2006 Bonds will be made to DTC or its
nominee. Ownership interests in the 2006 Bonds may be purchased in book-entry form only.
See APPENDIX F - "BOOK-ENTRY SYSTEM" attached hereto.
Redemption
The 2006 Bonds are subject to optional and mandatory sinking fund redemption as
described herein. See ''THE 2006 BONDS-Redemption" herein.
3
P.108
P.I09
4
All proceedings in connection with the issuance of the Bonds are subject to the approval
of Jones Hall, A Professional law Corporation, San Francisco, California, Bond Counsel. Jones
Hall is also acting as Disclosure Counsel. Certain legal matters will be passed on for the
Agency by Meyers Nave Riback Silver & Wilson, Oakland, California. The fees and expenses
of the Financial Advisor, Bond Counsel and Disclosure Counsel are contingent upon the sale
and delivery of the Bonds.
Certain legal matters will be passed on for the Underwriter by Nixon Peabody llP.
Seifel Consulting Inc., San Francisco, California, has acted as Fiscal Consultant to the
Agency and has prepared an analysis of taxable values and tax increment revenues in the
Project Area. See "APPENDIX A - FISCAL CONSULTANT'S REPORT" herein.
Public Financial Management Group, San Francisco, California, has acted as Financial
Advisor to the Agency in the structuring and presentation of the financing.
The Bank of New York Trust Company, N.A., Los Angeles, California, will act as trustee
with respect to the Bonds under the Indenture.
Professionals Involved in the Offering
The Agency has agreed to provide, or cause to be provided, to each nationally
recognized municipal securities information repository and any public or private repository or
entity designated by the State asa state repository (each, a "Repository") for purposes of Rule
1Sc2-12(b)(S) adopted by the Securities and Exchange Commission (the "Rule") certain annual
financial information and operating data and, in a timely manner, notice of certain material
events. These covenants have been made in order to assist the Underwriter in complying with
Rule. The Agency has complied timely with its prior undertakings pursuant to the Rule. See
"CONTINUING DISCLOSURE" herein for a description of the specific nature of the annual
report and notices of material events and a summary description of the terms pursuant to which
such reports are to be made and Appendix G - "Form of Continuing Disclosure Certificate"
attached hereto.
Continuing Disclosure
See APPENDIX E for the form of opinion that Bond Counsel proposes to deliver in
connection with issuance and sale of the 2006 Bonds. For a discussion of such opinion and
certain other tax consequences incident to the ownership of 2006 Bonds, see "TAX MA TIERS"
herein.
Tax Matters
THE 2006 BONDS ARE OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM
THE TAX REVENUES AND CERTAIN OTHER AMOUNTS PLEDGED UNDER THE
INDENTURE AS DESCRIBED HEREIN. THE 2006 BONDS ARE NOT A DEBT OF THE CITY,
THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS AND NONE OF THE CITY, THE
STATE OR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREFOR, AND IN NO
EVENT SHALL THE 2006 BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES
OTHER THAN OF THE AGENCY AS SET FORTH IN THE INDENTURE.
Limited Liability
Miscellaneous
The presentation of information, including tables of receipt of Tax Revenues, is intended
to show recent historical information and is not intended to indicate future or continuing trends in
the financial position or other affairs of the Agency. No representation is made that past
experience, as it might be shown by such financial and other information, will necessarily
continue or be repeated in the future.
The descriptions herein of the Indenture and any other agreements relating to the 2006
Bonds are qualified in their entirety by reference to such documents, and the descriptions herein
of the 2006 Bonds are qualified in their entirety by the form thereof and the information with
respect thereto included in the aforementioned documents. See APPENDIX 0 - "SUMMARY
OF PRINCIPAL LEGAL DOCUMENTS" attached hereto. Copies of the documents are on file
and available for inspection at the offices of the Agency, City Hall, South San Francisco,
California.
All capitalized terms used in this Official Statement and not otherwise defined herein
have the same meanings as in the Indenture. See APPENDIX 0 - "SUMMARY OF PRINCIPAL
LEGAL DOCUMENTS - Definitions" attached hereto for definitions of certain words and terms
used but not otherwise defined herein.
THE 2006 BONDS
General
The 2006 Bonds will be issued in fully registered form without coupons in denominations
of $5,000 or any integral multiple thereof, and no 2006 Bond will have more than one maturity
date. The 2006 Bonds will be dated their date of delivery and will be in the principal amounts,
will mature on August 1 in the years, and will bear interest (calculated on the basis of a 360-day
year comprised of twelve 30-day months) at the rates of interest per annum as set forth on the
inside cover hereof.
Interest on the 2006 Bonds will be payable from the Interest Payment Date next
preceding the date of authentication thereof unless (i) a 2006 Bond is authenticated on or before
an Interest Payment Date and after the close of business on the fifteenth calendar day of the
month preceding such Interest Payment Date, whether or not such fifteenth calendar day is a
Business Day (the "Record Date"), in which event it will bear interest from such Interest
Payment Date, (ii) a 2006 Bond is authenticated on or before the first Record Date, in which
event interest thereon will be payable from the date of original delivery of the 2006 Bonds (the
"Closing Date"), or (iii) interest on any 2006 Bond is in default as of the date of authentication
thereof, in which event interest thereon will be payable from the date to which interest has been
paid in full, payable on each Interest Payment Date. Interest will be paid on each Interest
Payment Date to the persons in whose names the ownership of the 2006 Bonds is registered on
the Regi~tration Books at the close of business on the immediately preceding Record Date,
except that at the written request of the Owner of 2006 Bonds in an aggregate principal amount
of at least $1,000,000, which written request is on file with the Trustee as of any Record Date,
interest on such 2006 Bonds shall be paid on each succeeding Interest Payment Date by wire
transfer in immediately available funds to such account within the United States of America.
Interest on any 2006 Bond which is not punctually paid or duly provided for on any Interest
5
P.110
6
P.l11
Notice of Redemption; Rescission. The Trustee, on behalf and at the expense of the
Agency will mail (by first class mail) notice of any redemption to the respective Owners of any
2006 Bonds designated for redemption at their respective addresses appearing on the
Registration Books, and to the Securities Depositories and to one or more Information Services,
at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption;
provided, however, that neither failure to receive any such notice so mailed nor any defect
therein will affect the validity of the proceedings for the redemption of such 2006 Bonds or the
cessation of the accrual of interest thereon. Such notice will state the date of the notice, the
redemption date, the redemption place and the redemption price and will designate the CUSIP
numbers, the 2006 Bond numbers and the maturity or maturities (in the event of redemption of
all of the 2006 Bonds of such maturity or maturities in whole) of the 2006 Bonds to be
redeemed, and will require that such 2006 Bonds be then surrendered at the Office of the
Trustee for redemption at the redemption price, giving notice also that further interest on such
2006 Bonds will not accrue from and after the redemption date. Neither the Agency nor the
Trustee will have any responsibility for any defect in the CUSIP number that appears on any
Year
(AuQust 1)
Principal
Amount
Mandatory Sinking Fund Redemption of the 2006 Bonds. The Term 2006 Bonds
maturing on August 1, 20_, will also be subject to mandatory redemption in whole, or in part by
lot, on August 1 in each year commencing August 1, 20_, from sinking fund payments made by
the Agency to the Principal Account pursuant to the Indenture, at a redemption price equal to
the principal amount thereof to be redeemed, without premium, in the aggregate respective
principal amounts and on August 1 in the respective years as set forth in the following table;
provided however, that (x) in lieu of redemption thereof the Term 2006 Bonds maturing on
August 1, 20_ may be purchased by the Agency pursuant to the Indenture, and (y) if some but
not all of the Term 2006 Bonds have been redeemed pursuant to the Indenture, the total
amount of all future sinking fund payments will be reduced by the aggregate principal amount of
the Term 2006 Bonds so redeemed, to be allocated among such sinking fund payments on a
pro rata basis in integral multiples of $5,000 as determined by the Agency (notice of which
determination will be given by the Agency to the Trustee). .
Redemption
Optional Redemption of 2006 Bonds. The 2006 Bonds maturing on or before
August 1, 20_ are not subject to optional redemption prior to maturity. The 2006 Bonds
maturing on or after August 1, 20_ are subject to redemption prior to their respective maturity
dates, at the option of the Agency, as a whole on any date, or in part, by maturity, as
determined by the Agency, and by lot within a maturity on any Interest Payment Date on or after
August 1, 20_, from any source of available funds, at a Redemption Pdce of the principal
amount of the 2006 Bonds to be redeemed, plus accrued interest thereon to the date of
redemption.
Payment Date will be payable to the person in whose name the ownership of such 2006 Bond is
registered on the Registration Books at the close of business on a special record date for the
payment of such defaulted interest to be fixed by the Trustee, notice of which will be given to
such Owner not less than ten (10) days prior to such special record date.
2006 Bond or in any redemption notice with respect thereto, and any such redemption notice
may contain a statement to the effect that CUSIP numbers have been assigned by an
independent service for convenience of reference and that neither the Agency nor the Trustee
will be liable for any inaccuracy in such numbers.
The Agency has the right to rescind any optional redemption by written notice to the
Trustee on or prior to the date fixed for redemption. Any notice of optional redemption shall be
cancelled and annulled if for any reason funds will not be or are not available on the date fixed
for redemption for the payment in full of the 2006 Bonds then called for redemption, and such
cancellation shall not constitute an Event of Default under the Indenture. The Agency and the
Trustee have no liability to the Owners or any other party related to or arising from such
rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the
same manner as the original notice of redemption was sent.
Selection of 2006 Bonds for Redemption. Except as provided with respect to an
optional redemption, whenever provision is made in the Indenture for the redemption of less
than all of a Series of the 2006 Bonds, the Trustee will select the 2006 Bonds of such Series to
be redeemed from all 2006 Bonds of such Series not previously called for redemption, by lot in
any manner which the Trustee in its sole discretion will. deem appropriate and fair. For
purposes of such selection, all 2006 Bonds of a Series will be deemed to be comprised of
separate $5,000 portions and such portions will be treated as separate 2006 Bonds of such
Series which may be separately redeemed.
Partial Redemption of 2006 Bonds. In the event only a portion of any 2006 Bond is
called for redemption, then upon surrender of such 2006 Bond the Agency will execute and the
Trustee will authenticate and deliver to the Owner thereof, at the expense of the Agency, a new
2006 Bond or 2006 Bonds of the same Series and maturity date, of authorized denominations in
aggregate principal amount equal to the unredeemed portion of the 2006 Bond to be redeemed.
Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the principal of and interest (and premium, if any) on the 2006 Bonds so
called for redemption will have been duly provided, such 2006 Bonds so called will cease to be
entitled to any benefit under the Indenture other than the right to receive payment of the
redemption price, and no interest will accrue thereon from and after the redemption date
. specified in such notice. All 2006 Bonds redeemed pursuant to the Indenture will be cancelled
and destroyed. All moneys held by or on behalf of the Trustee for the payment of principal of or
interest or premium on 2006 Bonds, whether at redemption or maturity, will be held in trust for
the account of the Owners thereof and the Trustee will not be required to pay Owners any
interest on, or be liable to Owners for any interest earned on, moneys so held.
Purchase in Lieu of Redemption. In lieu of redemption of the Term 2006 Bonds as
described above under the caption "Mandatory Sinking Fund Redemption of the 2006 Bonds,"
amounts on deposit in the Special Fund or in the Principal Account established under the
Indenture may also be used and withdrawn by the Agency and the Trustee, respectively, at any
time, upon the Written Request of the Agency, for the purchase of the Term 2006 Bonds at
public or private sale as and when and at such prices (including brokerage and other charges,
but excluding accrued interest, which is payable from the Interest Account under the Indenture)
as the Agency may in its discretion determine. The principal amount of any Term 2006 Bonds
so purchased by the Agency in any twelve-month period ending on July 1 in any year will be
credited towards and will reduce the principal amount of the Term 2006 Bonds required to be
7
P.112
8
P.113
The Agency will deposit all of the Tax Revenues received in any Bond Year and all
payments, if any, received from a Swap Provider in any Bond Year in the Special Fund promptly
upon receipt thereof by the Agency, until such time during such Bond Year as the amounts on
deposit in the Special Fund equal the aggregate amounts required to be transferred to the
Trustee for deposit into the Interest Account, Principal Account and Reserve Account (to repay
the Insurer for a draw on the Reserve Surety (as defined below)) in such Bond Year pursuant to
the Indenture and for deposit in such Bond Year into the funds and accounts established with
respect to Parity Debt (as defined herein), as provided in any Parity Debt Instrument as defined
in the Indenture). In the event that outstanding Parity Debt that does not bear interest at a fixed
rate, and interest payments with respect thereto are due after any August 1 but prior to the last
Interest Payment Date prior to the date the Agency anticipates receiving its first installment of
Tax Revenues for the current Fiscal Year, the interest payments due during each such period
shall be included in the amounts to be held in the Special Fund and shall be available to be
There is established a separate special fund known as the "Special Fund," which will be
held by the Agency as a separate restricted account within the redevelopment fund, as
described in the Indenture (the "Redevelopment Fund"). Amounts deposited to and held by the
Agency in the Special Fund will be at all times separately accounted for by the Agency from all
other funds or accounts in the Redevelopment Fund, and will be used and applied solely as set
forth in the Indenture. The Agency will not pledge or encumber any amounts in the Special
Fund except as set forth in the Indenture.
Special Fund; Deposit of Tax Revenues
THE 2006 BONDS ARE OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM
THE TAX REVENUES (AS DEFINED HEREIN) AND CERTAIN OTHER AMOUNTS PLEDGED
UNDER THE INDENTURE AS DESCRIBED HEREIN. THE 2006 BONDS ARE NOT A DEBT
OF THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS AND NONE OF THE
CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREFOR, AND
IN NO EVENT SHALL THE 2006 BONDS BE PAYABLE OUT OF ANY FUNDS OR
PROPERTIES OTHER THAN OF THE AGENCY AS SET FORTH IN THE INDENTURE.
The 2006 Bonds, together with any Parity Debt to be issued pursuant to any Parity Debt
Instrument, will be secured by a first pledge of and lien on all of the Tax Revenues (as defined
herein) and all of the moneys on deposit in the Special Fund. The 2006 Bonds are secured by
such pledge and lien on a parity with any Parity Debt (as defined herein). See "- Parity Debt"
below. In addition, the 2006 Bonds will be secured by a first and exclusive pledge of and lien
upon all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account
and the Reserve Account established by the Indenture. Such pledges and liens will be for the
equal security of the Outstanding 2006 Bonds, without preference or priority for issue, number,
dated date, sale date, date of execution or date of delivery. Except for the Tax Revenues and
such moneys, no funds or properties of the Agency will be pledged to, or otherwise liable
for, the payment of principal of or interest on the 2006 Bonds.
General.
SECURITY AND SOURCE OF PAYMENT FOR THE 2006 BONDS
redeemed pursuant to the Indenture on August 1 in each year; provided that evidence
satisfactory to the Trustee of such purchase has been delivered to the Trustee by said July 1.
transferred to the Interest Account pursuant to the Indenture. In determining the amount
required to be deposited in the Special Fund with respect to Parity Debt the interest rate on
which is not fixed, the Agency shall assume an interest rate on such Parity Debt equal to [125%]
of the actual interest rate on such Parity Debt for the preceding Bond Year. If the amount of Tax
Revenues available in such Bond Year shall be insufficient to deposit the full amount required to
be deposited pursuant to the foregoing, then the Agency shall transfer such Tax Revenues for
deposit pro rata based on the full amounts required to be so deposited, as further provided in
the Indenture.
All Tax Revenues received by the Agency during any Bond Year in excess of the
amount required to be deposited in the Special Fund during such Bond Year and any Parity
Debt Instrument will be released from the pledge and lien under the Indenture for the security of
the 2006 Bonds and may be applied by the Agency for any lawful purpose of the Agency. Prior
to the payment in full of the principal of and interest on the 2006 Bonds, and the payment in full
of all other amounts payable under the Indenture and under any Parity Debt Instruments, the
Agency will not have any beneficial right or interest in the moneys on deposit in the Special
Fund, except as may be provided in the Indenture. Additionally, no later than January 5 of each
year, the Agency shall release from the Special Fund amounts on deposit therein that are in
excess of the amounts needed to pay interest on any outstanding Bonds through the last
Interest Payment Date prior to the date the Agency anticipates receiving its first installment of.
Tax Revenues for the current Fiscal Year. Prior to the payment in full of the principal of and
interest and redemption premium (if any) on the Bonds and the payment in full of all other
amounts payable under the Indenture and under any Supplemental Indenture or Parity Debt
Instrument, the Agency shall not have any beneficial right or interest in the moneys on deposit in
the Special Fund, except as may be provided in the Indenture and in any Supplemental
Indenture or Parity Debt Instrument.
Reserve Account; Qualified Reserve Account Credit Instruments
A Reserve Account is established under the Indenture. The Reserve Requirement with
respect to the 2006 Bonds and any Parity Debt as of the date of any calculation is the lesser of
(a) Maximum Annual Debt Service on the 2006 Bonds and such Parity Debt, or (b) one hundred
and twenty-five percent (125%) of average Annual Debt Service on the 2006 Bonds and such
Parity Debt, or (c) ten percent (10%) of the Outstanding principal amount of the 2006 Bonds and
such Parity Debt (the "Reserve Requiremenf). The initial Reserve Requirement with respect to
the 2006 Bonds is $ . Amounts in the Reserve Account resulting from a draw on
the Reserve Surety (as defined below) will be used and withdrawn by the Trustee solely for the
purpose of making transfers to the Interest Account and the Principal Account established under
the Indenture, in such order of priority, on any date which the principal of or interest on the 2006
Bonds and any Parity Debt becomes due and payable under the Indenture or the applicable
Parity Debt Instrument, in the event of any deficiency at any time in any of such accounts. See
"SECURITY AND SOURCE OF PAYMENT FOR THE 2006 BONDS - Debt Service Fund;
Transfer of Amounts to Trustee" herein.
The Agency shall have the right at any time to direct the Trustee to release funds from
the Reserve Account, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve
Account Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release
of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will
cause interest on the 2006 Bonds or any other Bond the interest on which in excluded from
gross income of the owners thereof for federal income tax purposes to become includable in
gross income for purposes of federal income taxation. Upon tender of such items to the
9
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[The Surety Bond does not insure against nonpayment caused by the. insolvency or
negligence of the Trustee. In the event that the Insurer were to become insolvent, any claims
arising under the Surety Bond would be excluded from coverage by the California Insurance
Guaranty Association, established pursuant to the laws of the State of California. See "BOND
INSURANCE - " herein.]
[Pursuant to the terms of the Surety Bond, the Surety Bond Coverage is automatically
reduced to the extent of each payment made by the Insurer under the terms of the Surety Bond
and the Agency is required to reimburse the Insurer for any draws under the Surety Bond with
interest at a market rate. Upon such reimbursement, the Surety Bond is reinstated to the extent
of each principal reimbursement up to but not exceeding the Surety Bond. Coverage. The
reimbursement obligation of the Agency is subordinate to the Agency's obligations with respect
to the 2006 Bonds. In the event the amount on deposit, or credited to a Reserve Account,
exceeds the amount of the Surety Bond, any draw on the Surety Bond shall be made only after
all the funds in the Reserve Account have been expended.]
The 2006 Bonds will only be delivered upon the issuance of a Qualified Reserve
Account Credit Instrument in the form of a issued by the Insurer (the "Surety
Bond'). The premium on the Surety Bond is to be fully paid at or prior to the issuance and
delivery of the 2006 Bonds. [The Surety Bond provides that upon the later of (i) one (1) day
after receipt by the Insurer of a demand for payment executed by the Trustee certifying that
provision for the payment of principal of or interest on the 2006 Bonds when due has not been
made or (ii) the interest payment date specified in the Demand for Payment submitted to the
Insurer, the Insurer will promptly deposit funds with the Trustee sufficient to enable the Trustee
to make such payments due on the 2006 Bonds, but in no event exceeding the Surety Bond
Coverage, as defined in the Surety Bond.]
Trustee, and upon delivery by the Agency to the Trustee of written calculation of the amount
permitted to be released from the Reserve Account (upon which calculation the Trustee may
conclusively rely), the Trustee shall transfer such funds from the Reserve Account to the
Agency to be deposited in the Redevelopment Fund and used for the purposes thereof. Upon
the expiration of any Qualified Reserve Account Credit Instrument, the Agency shall either (i)
replace such Qualified Reserve Account Credit Instrument with a new Qualified Reserve
Account Credit Instrument, or (ii) deposit or cause to be deposited with the Trustee an amount
of funds equal to the Reserve Requirement, to be derived from the first available Tax Revenues.
If the Qualified Reserve Account Credit Instrument is in the form of a letter of credit and the
Agency has not renewed or replaced such letter of credit two weeks prior to its expiration or
termination, the Trustee shall draw on such letter of credit in full and deposit the proceeds of
such draw in the Reserve Account. If the Reserve Requirement is being maintained partially in
cash and partially with a Qualified Reserve Account Credit Instrument, the cash shall be first
used to meet any deficiency which may exist from time to time in the Interest Account or the
Principal Account for the purpose of making payments required pursuant to the Indenture. If the
Reserve Requirement is being maintained with two or more Qualified Reserve Account Credit
- Instruments, any draw to meet a deficiency which may exist from time to time in the Interest
Account or the Principal Account for the purpose of making payments required pursuant to the
Indenture shall be pro-rata with respect to each such instrument. In the event that a Qualified
Reserve Account Credit Instrument is available to be drawn upon for only one particular issue of
Bonds, a separate subaccount in the Reserve Account may be established for such issue and
the calculation of the Reserve Requirement with respect to all other Bonds shall exclude the
debt service on such issue of Bonds. Additionally, the Reserve Account may be maintained in
the form of one combined Reserve Account or in the form of one more separate sub-accounts.
Debt Service Fund; Transfer of Amounts to Trustee
There is established a special trust fund under the Indenture known as the "Debt Service
Fund," which will be held by the Trustee under the Indenture in trust. Moneys in the Special
Fund will be transferred by the Agency to the Trustee in the following amounts at the following
times, for deposit by the Trustee in the following respective special accounts within the Debt
Service Fund under the Indenture, which accounts are established with the Trustee, in the
following order of priority:
Interest Account. On or before the fifth (5th) Business Day preceding each date on
which interest on the 2006 Bonds or any Parity Debt becomes due and payable, the Agency will
withdraw from the Special Fund and transfer to the Trustee for deposit in such Interest Account
an amount which, when added to the amount then on deposit in such Interest Account, will be
equal to the aggregate amount of the interest becoming due and payable on the Outstanding
2006 Bonds and such Parity Debt on such date. All moneys in such Interest Account will be
used and withdrawn by the Trustee solely for the purpose of paying the interest on the 2006
Bonds and such Parity Debt as it will become due and payable (including accrued interest on
any 2006 Bonds purchased or redeemed prior to maturity pursuant to the Indenture or any
Supplemental Indenture).
Principal Account. On or before the fifth (5th) Business Day preceding each date on
which principal of the 2006 Bonds or any Parity Debt becomes due and payable at maturity, the
Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the
Principal Account an amount which, when added to the amount then on deposit in such
Principal Account, will be equal to the amount of principal coming due and payable on such date
on the Outstanding Serial Bonds and Outstanding Term Bonds, including pursuant to mandatory
sinking account redemption, on the next August 1 or, in the case of Parity Debt that bears
interest at a non-fixed rate, if such August 1 is not an Interest Payment Date, on the first Interest
Payment Date for such non-fixed rate Parity Dabt after such August 1. No such transfer and
deposit need be made to the Principal Account if the amount contained therein is at least equal
to the principal to become due on the next August 1 (or, in the case of Parity Debt that bears
interest at a non-fixed rate,on the next succeeding Interest Payment Date with respect thereto)
on all of the Outstanding Serial Bonds and Term Bonds. All moneys in the Principal Account
will be used and withdrawn by the Trustee solely for the purpose of paying the principal of the
2006 Bonds and such Parity Debt upon the maturity thereof.
Parity Debt
In addition to the 2006 Bonds, the Agency may issue or incur Parity Debt in such
principal amount as will be determined by the Agency (the "Parity Debt" and, together with the
2006 Bonds, the "Bonds"), pursuant to a Parity Debt Instrument adopted or entered into by the
Agency. Parity Debt may bear interest payable at a fixed rate or a non-fixed rate. See
APPENDIX B - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS". The Agency may issue
or incur such Parity Debt, subject to the following specific conditions precedent:
(a) the Agency will be in compliance with all covenants set forth in the Indenture
and all Parity Debt Instruments,
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In addition to the 2006 Bonds and any Parity Debt, from time to time the Agency may
issue or incur additional Subordinate Debt in such principal amount as will be determined by the
Agency, provided that the issuance of such Subordinate Debt will not cause the Agency to
exceed any applicable Plan Limitations. The Agency currently has outstanding subordinate
obligations with respect to a "Contract for Loan Guarantee Assurance under Section 108 of the
Housing and Community Act of 1974" in the aggregate principal amount of $1,750,000. In
addition, the Agency has a subordinate obligation to pay tax increment revenue to the City in
Subordinate Debt
After the defeasance of the 1997 Downtown/Central Bonds and the 1999 Gateway
Bonds on the Closing Date with 2006 Bond proceeds, there will be no outstanding senior debt
with respect to a Constituent Project Area that is payable from Tax Revenues.
For the definition of "Additional Revenues", "Maximum Annual Debt Service" and
"Qualified Reserve Account Credit Instrument" see "APPENDIX D - SUMMARY OF PRINCIPAL
LEGAL DOCUMENTS - Definitions."
(f) The Agency has delivered to the Trustee a Certificate of the Agency
certifying, and an opinion of Bond Counsel stating that the conditions precedent to the
issuance of such Parity Debt set forth in the foregoing subsections (a), (b), (c), (d) and
(e) above have been satisfied.
(e) The issuance of such Parity Debt shall not cause the Agency to exceed any
applicable Plan Limitations.
(d) The Parity Debt Instrument providing for the issuance of such Parity Debt
shall provide for the deposit into the Reserve Account an amount which will cause the
amount of funds then on hand in the Reserve Account (including the amount available to
be drawn on under any Qualified Reserve Account Credit Instrument then on deposit in
the Reserve Account) to be equal to the Reserve Requirement (which may be
maintained in whole or in partin the form of a Qualified Reserve Account Credit
Instrument as provided in the Indenture).
(c) Principal with respect to such Parity Debt will be required to be paid on
August 1 in any year in which such principal is payable, provided that if such Parity Debt
bears interest a non-fixed rate, Sinking Fund Installments (other than the Sinking Fund
Installments due upon the maturity of such Parity Debt) shall occur on the first Interest
Payment Date immediately after the scheduled Sinking Fund Installments set forth in the
applicable Parity Debt Instrument if such scheduled Sinking Fund Installment date is not
an Interest Payment Date. -
(b) The Tax Revenues estimated to be received for the then current Fiscal Year,
based on the most recent assessed valuation of property in the Project Area (excluding
taxes attributable to a tax rate levied by a taxing agency after January 1, 1989 for the
purpose of producing revenues in an amount sufficient to make annual repayments of
the principal of, and the interest on, any bonded indebtedness of such taxing agency), as
evidenced in writing from the County Assessor or other appropriate official of the County,
plus at the option of the Agency the Additional Revenues, shall be at least equal ~o [one
hundred twenty-five] percent ([125]%) of Maximum Annual Debt Service, including
annual debt service on the proposed Parity Debt.
reimbursement of lease payments by the City with respect to the 1999 Certificates of
Participation (Conference Center Financing) outstanding in the principal amount of $5,465,000.
Swap Agreements
Without meeting the requirements of for the issuance of Parity Debt, the Agency may
enter into one or more interest rate swap agreements ("Swap Agreements") with respect to .
Parity Debt that does not bear interest at a fixed rate to maturity, under which the Agency
"swaps" the non-fixed rate of interest payable on such Parity Debt for a fixed rate of interest, in a
notional amount equal to or less than the principal amount of such Parity Debt to which the
Swap Agreement applies, subject to the following conditions:
(a) The counterparty under the Swap Agreement (the "Swap Provider") must
be acceptable to the Insurer, and rated at least ["AA-"/"Aa3"] or better by Standard &
Poor's or Moody's, respectively (the "Initial Rating Requirement");
(b) Assuming satisfaction of the Initial Rating Requirement, and thereafter as
long as the long term indebtedness of the Swap Provider or the claims-paying ability of
the Swap Provider does not fall below "A+/ A 1" by either Standard & Poor's or Moody's,
respectively (the "Minimum Rating Requirement"), all interest rate assumptions for
purposes of meeting the requirements of the coverage requirements with respect to the
issuance of Parity Debt, as well as determining the Reserve Requirement, may be based
upon the synthetic fixed interest rate payable by the Agency under the Swap Agreement,
as further provided in the Indenture,
(c) The obligations of the Agency to make regularly scheduled payments
under the Swap Agreement may, as set forth in the applicable Parity Debt Instrument, be
either Parity Debt or Subordinate Debt, and the obligation of the Agency to make
termination and other payments under the Swap Agreement shall be Subordinate Debt.
Failure of the Swap Provider to maintain the Minimum Rating Requirement or, if the
Agency elects, failure to replace any such Swap Provider by another Swap Provider which holds
the Initial Rating Requirement within ten Business Days, will have the following effects: (1) in
the case of the Reserve Account, the amount required to be on deposit therein will be re-
calculated as of the date of original issuance of the Parity Debt without taking the Swap
Agreement into consideration, and any resulting deficiency must be restored by the Agency
within one year of the date; and (2) the Agency may no longer take the Swap Agreement into
account for purposes of the coverage requirement with respect to Parity Debt.
Settlement and Release Agreement
In connection with the proceedings for the fiscal merger of the Constituent Project Areas,
the City, the Agency and the County entered into a "Settlement and Release Agreement", dated
as of June 21, 2005. The Settlement and Release Agreement provides, among other things,
that the Agency will fund certain public improvements by making payments in the aggregate
amount of not to exceed $5 million. Such payments are to be made $2 million in fiscal years
2005-06 through 2006-07 and $3 million commencing in fiscal year 2007-08 (subject to
deductions for certain rent waivers at the election of the County). The Agency expects to fund
approximately $2.4 million of its obligation to the County under the Settlement and Release
Agreement from the proceeds of future Agency tax allocation bonds, and to pay the remaining
amounts from tax increment revenues. The obligations of the Agency to the County under the
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No portion of the proceeds of the 2006 Bonds is expected to be deposited in the
Housing Fund, and, accordingly, no portion of the debt service on the 2006 Bonds will be
payable from the Housing Set-Aside Amount.
Sections 33334.2 and 33334.3 of the Redevelopment Law require the Agency to set
aside not less than 20% of all tax increment revenues allocated to the Agency in a Low and
Moderate Income Housing Fund (the "Housing Fund") to be expended for authorized low and
moderate income housing purposes (the "Housing Set-Aside Amount"). Amounts on deposit in
the Housing Fund may also be applied to pay debt service on bonds, loans or advances used to
provide financing for such low and moderate income housing purposes. The Agency currently
has outstanding its Redevelopment Agency of the City of South San Francisco 1999 Tax
Allocation Bonds, Series B (the "1999 Gateway Housing Bonds") payable from the Housing Set-
Aside Amount. Under the Redevelopment Law, the Housing Set-Aside Amount could be
reduced or eliminated if the Agency finds that (1) no need exists in the community to improve or
increase the supply of low and moderate income housing, or (2) that some stated percentage
less than 20% of the tax increment is sufficient to meet the housing need.
Low and Moderate Income Housing
Under the Indenture, the Agency has agreed that the then remaining amount of annual
debt service to be paid on all outstanding Bonds and Subordinate Debt shall at no time exceed
95% of the. aggregate amount of the Tax Revenues which the Agency is permitted to receive
under the Plan Limitations. In the event that the aggregate amount of annual debt service
remaining to be paid on all outstanding Bonds and Subordinate Debt at any time equals or
exceeds 95% of the then remaining amount of the Tax Revenues which the Agency is permitted
to receive under its Plan Limitations, (a) all Tax Revenues thereafter received by the Agency
shall immediately be deposited with the Trustee and applied by the Trustee for the sole purpose
of paying the principal of and interest on the Bonds and any Subordinate Debt as it comes due
and payable [and (b) not later than July 1 of each succeeding Fiscal Year, the Agency shall
. cause to be prepared a report which shows the aggregate amount of annual debt service
remaining to be paid on all outstanding Bonds and any Subordinate Debt and the amount of Tax
Revenues which the Agency is permitted to receive under the Plan Limitations]. The
redevelopment plan for each constituent Project Area sets forth limitations in addition to the
foregoing. See "THE PROJECT AREA -Redevelopment Plan - Redevelopment Plan
Limitations" herein.
Redevelopment Plan Limitations
Settlement and Release Agreement are not secured by any express pledge or lien on tax
increment revenues and, accordingly, such obligations are subordinate to the Agency's
obligations to pay Tax Revenues for the payment on the Bonds.
PLAN OF FINANCE
The Refunding
1997 Downtown/Central Bonds. To finance redevelopment activities with respect to
the Downtown/Central Redevelopment Project, the' Agency in 1997 issued its $11,590,000
aggregate principal amount of Redevelopment Agency of the City of South San Francisco
Downtown/Central Redevelopment Project 1997 Tax Allocation Bonds (the "1999
Downtown/Central Bonds"), currently outstanding in the principal amount of $9,920,000. A
portion of the proceeds of the 2006 Bonds, together with other available moneys, will be used to
defease and pay in full the outstanding 1997 Downtown/Central Bonds. The 1997
Downtown/Central Bonds will be refunded pursuant to an Escrow Deposit and Trust Agreement
(the "1997 Escrow Agreement"), by and between the Agency and U.S. Bank National
Association as escrow bank (the "Escrow Bank"), dated as of March 1, 2006. Pursuant to the
1997 Escrow Agreement, the Escrow Bank will establish an irrevocable escrow fund (the "1997
Escrow Fund") to be inVested, held and administered for the purpose of providing for the
payment in full of the principal of and interest and redemption premium on the 1997
Downtown/Central Bonds. As a result, the 1997 Downtown/Central Bonds will be fully
discharged as of the' Closing Date and will have no further claim on the Tax Revenues.
1999 Gateway Bonds. To finance redevelopment activities with respect to the Gateway
Project Area, the Agency in 1999 issued its $28,045,000 aggregate principal amount of
Redevelopment Agency of the City of South San Francisco 1999 Tax Allocation Bonds, Series
A (Gateway Redevelopment Project) (the "1999 Gateway Bonds"), currently outstanding in the
principal amount of $23,860,000. The 1999 Gateway Bonds, together with the 1999 Gateway
Housing Bonds, were purchased by the City of South San Francisco Capital Improvements
Financing Authority (the "Authority") with the proceeds of its $31,720,000 principal amount of
City of South San Francisco Capital Improvements Financing Authority 1999 Revenue Bonds,
Series A (South San Francisco Redevelopment Projects) (the "1999 Authority Bonds"). A
portion of net proceeds of the 2006 Bonds, together with other available moneys, will be used to
defease and pay in full the outstanding 1999 Gateway Bonds and the applicable portion of the
1999 Authority Bonds. (The 1999 Gateway Housing Bonds will remain outstanding.) The 1999
Gateway Bonds and such portion of the 1999 Authority Bonds will be refunded pursuant to an
Escrow Deposit and Trust Agreement (the "1999 Escrow Agreement"), by and among the
Authority, the Agency and U.S. Bank National Association as escrow bank (the "Escrow Bank"),
. dated as of March 1, 2006. Pursuant to the 1999 Escrow Agreement, the Escrow Bank will
establish an irrevocable escrow fund (the "1999 Escrow Fund") to be invested, held and
administered for the purpose of providing for the payment in full of the principal of and interest
and redemption premium on the 1999 Gateway Bonds and such portion of the 1999 Authority
Bonds. As a result, the 1999 Gateway Bonds will be fully discharged as of the Closing Date and
will have no further claim on the Tax Revenues.
The Projects
The net proceeds of the 2006 Bond are expected to be used to finance the following
Projects:
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16
(ll For defeasance of 1997 Downtown/Central Bonds.
(2) For defeasance of 1999 Gateway Bonds and portion of 1999 Authority Bonds.
(2) Includes underwriter's discount, bond insurance and reselVe surety premiums, rating agency fees,
bond counsel fees, disclosure counsel fees, financial advisor fees, fiscal consultant fees, printing costs and
other related expenses.
USES:
Redevelopment Fuhd
Transfer to Escrow Fund (1)
Transfer to Escrow Fund (2)
Costs of Issuance Fund (3)
Total Uses
SOURCES:
Principal Amount
Premium/Discount
Total Sources
The 2006 Bond proceeds are expected to be applied as set forth below:
It is possible that one or more of the above Projects may not occur. The Agency may,
consistent with the Redevelopment Law and its covenants set forth in the Indenture, substitute
other projects for those which are described above.
Estimated Sources and Uses of Funds
· EI Camino Corridor Land Purchase
· Orange Park Site Expansion -Land Purchase
· Traffic Improvements/Infrastructure
. Land Purchase, Caltrans Maint. Yard
. Library Design Work
. Storm Drainage Improvements
· Fire training tower, classroom bldg.lEOC
· Oak Ave. Extension and Infrastructure/Traffic Signals
Debt Service Schedule
The table below sets forth the amount of payment of principal and interest payable on
the 2006 Bonds.
Year
Ending August 1,
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2006 Bonds Principal 2006 Bonds Interest
2006 Bonds Debt
Service
BOND INSURANCE
[TO COME]
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In connection with the issuance of the Bonds, the Agency has engaged Seifel Consulting
Inc., San Francisco, California (the "Fiscal Consultant") to prepare a Fiscal Consultant Report
dated , 2005. See "APPENDIX A - FISCAL CONSULTANT'S REPORT".
Fiscal Consultant's Report
The Agency may clear buildings and other improvements, develop as a building site any
real property owned or acquired, in connection with such development, may cause streets,
highway and sidewalks to be constructed or reconstructed and public utilities to be installed.
Further, an agency may, out of funds available to it for such purposes, pay all or part of the
value of such land, cost of buildings, facilities, structures or other improvements to be publicly
owned and operated, to the extent that such improvements are of benefit to the Project Area
and are undertaken in strict conformity with Redevelopment Law.
Redevelopment in the State of California is carried out pursuant to the Redevelopment
Law. Section 33020 of the Redevelopment Law defines redevelopment as the planning,
development, replanning, redesign, clearance, reconstruction or rehabilitation, or any
combination of these, of all or part of a survey area and the provision of such residential,
commercial, industrial, public or other structures or spaces as may be appropriate or necessary
in the interest of the general welfare, including recreational and other facilities incidental or
appurtenant to them.
The Agency is charged with the responsibility for eliminating and preventing the spread
of blight and deterioration in the Project Area. The Agency's powers, duties and obligations with
respect to the Project Area include acquiring and assembling the necessary sites, relocating
residents and business and demolishing the deteriorated improvements.
Powers and Duties
November 2007
November 2007
November 2009
November 2009
November 2009
Chair
Member
Member
Member
Member
Joseph A. Fernekes
Richard L. Garbarino
Pedro Gonzalez
Karyl Matsumoto
Mark Addiego
Exgiration of Term
Position
Name
The Agency is a public body corporate and politic, organized and existing under laws of
the State of California. All powers of the Agency are vested in its five members. The Governing
Body of the Agency exercises all of the governmental functions authorized under the
Redevelopment Law and has, among other powers, the authority to acquire, administer,
develop and sell or lease property, including the right of eminent domain, and the right to issue
bonds and expend 2006 Bond proceeds. The current members of the Agency and their term of
office are shown below:
Management
THE AGENCY
General
THE PROJECT AREA
The Agency has previously adopted redevelopment plans for the Gateway, U.S.
Steel/Shearwater, Downtown/Central and EI Camino Corridor Project Areas (the "Constituent
Project Areas") and effective June 30, 2005, the Agency caused the Constituent Project Areas
to be fiscally merged, as permitted by the Redevelopment Law. Hereafter, the fiscally merged
constituent Project Areas are referred to collectively as the "Project Area".
The table below shows land use by assessed value for the parcels in the Project Area.
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Merged Redevelopment Project Area
Summary of land Use
Land
Use
Industrial (1)
Commercial
Residential (2)
Vacant
Miscellaneous
Recreational
Institutional
Agricultural
Total (3)
No.
of Parcels
219
239
463
79
37
9
13
1
1,060
Secured
Value
$1,009,756,726
481,114,084
368,282,874
104,481,652
5,429,064
3,466,196
1,556,212
213,301
$1,974,300,109
% of Total Secured
Value
51.15%
24.37
18.65
5.29
0.27
0.18
0.08
0.01
100.00%
(1) Industrial category includes Office and Office/Research and Development land uses.
(2) Residential category includes hotels. All residential uses in Gateway and Shearwater Project Areas
are hotels. Downtown/Central and EI Camino Original Project Areas also include some hotel uses
(3) Total Secured Value does not match totals shown in other tables due to inclusion or exclusion of
exemptions and State Board assessed value, as well as timing of assessor roll data.
Source: MBIA MuniServices Company (November 2005)
Following is a brief description of each of the Constituent Project Areas. See the map of
the Project Area below for the location of each of the Constituent Project Areas within the
Project Area. For further description of the Constituent Project Areas, see "APPENDIX A -
FISCAL CONSULTANT'S REPORT - Description of the Project Areas".
Gateway Project Area
The Gateway Redevelopment Project Area (the "Gateway Project Area"), adopted in
1981, consists of approximately 176.2 acres of formerly industrial sites, railroads, streets and
highways. The Gateway Project Area is located immediately south of the Shearwater Project
Area, adjacent to portions of the Downtown/Central Project Area, and east of U.S. Highway 101.
The Gateway redevelopment plan was adopted in order to insure maximum utilization of the
land within the Gateway Project Area. The site consists of two distinct geographical sub-areas.
The first sub-area, comprising 67.4 acres of land, is devoted to public transportation uses, with
23 acres of railroad uses and over 43 acres of streets and highways. The second sub-area,
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Because the Downtown/Central Added Area is new, it does not have a historic record of
redevelopment tax increment. For this reason, its potential tax increment revenue generation
was not evaluated as part of the Fiscal Consultant's Report. Instead, the Original
Downtown/Central Area, exclusive of the Downtown/Central Added Area, was analyzed, and the
projections of tax increment shown herein for the Downtown/Central Project Area are based
The 2005 plan amendment added approximately 97 acres to the Downtown/Central
Project Area (the "Downtown/Central Added Area") which added the 97 -acre Oyster Point
Marina, a closed municipal landfill. The aggregate 647 acres have been subdivided into about
451 separate parcels with industrial, commercial, residential and public uses. As a result of the
historical industrial subdivision system, there are numerous large parcels in the
Downtown/Central Project Area.
The original Downtown/Central Project Area (the "Original Downtown/Central Project
Area"), which consists of approximately 558 acres, was established in 1989 to address
concerns about deteriorating physical and economic conditions in the project area which were
occurring due to the area's decline in usefulness as an industrial center. The Original
Downtown/Central Project Area was composed of nine subareas and included the downtown
area, portions of the shoreline area, the Bayshore freeway overpass and Colma Creek.
Downtown/Central Project Area
The Agency has completed public infrastructure and economic development activities in
the Shearwater Project Area. These include numerous traffic and circulation improvements to
Oyster Point Boulevard and other streets throughout the Shearwater Project Area, facilitation of
biotechnology and office facility development and adoption of a new Bay West Cove Specific
Plan, which will promote further development of hotels, offices, businesses, and professional
services in the Shearwater Project Area.
The 174.5-acre Shearwater Redevelopment Project Area (the "Shearwater Project
Area") is located in the northeastern portion of South San Francisco and consists of three
adjoining parcels that lie generally north of Oyster Point Boulevard, east of the Southern Pacific
railroad right-of-way adjacent to the Bayshore Freeway (US Route 101), and south and west of
the San Francisco Bay shoreline. The Shearwater redevelopment plan was adopted in 1986 to
addres.s multiple interrelated physical and economic problems, the majority of which stemmed
from the closing of the U.S. Steel manufacturing plant in the project area in 1983.
Several office and high-tech industrial buildings and hotels have been developed in the
Gateway Project Area, including the Gateway Business. Park. A large concentration of
biotechnology companies has located to the Gateway Area, occupying complexes such as the
Britannia Biotechnology Center and Gateway Technology Center.
U.S. Steel/Shearwater Project Area Project Area
The Agency has completed public infrastructure, public facilities and economic
development activities in the Gateway Project Area. These include numerous traffic and
circulation improvements to Oyster Point Boulevard, fire station upgrades and facilitation of
childcare facilities, and biotechnology and office facilities development.
totaling 108.8 acres, is comprised of two privately' owned parcels: the vacant Bethlehem Steel
plant site (99.4 acres) and the Edward Wire Rope Factory Site (9.4 acres).
solely on the Original Downtown/Central Project Area (irrespective of any tax increment revenue
that may accumulate to the Downtown/Central Added Area).
Pursuant to the Downtown/Central redevelopment plan, the Agency has undertaken
public infrastructure, parking and public facility improvements, economic development, property
acquisition and affordable housing activities in the Downtown/Central Project Area. These
include facade improvement, seismic retrofit and other rehabilitation of buildings; landscaping,
street, circulation and public utility improvements; toxic remediation; property acquisition and
disposition; parking development and meter upgrades; fire station, day care facility, health clinic
and library development; facilitation of biotechnology and office building development; Single
Room Occupancy hotel rehabilitation; low income homeowner programs; affordable housing
development; plans for the Caltrain Station; and implementation of the Downtown strategy.
EI Camino Corridor Project Area
The original EI Camino Corridor Project Area, which consisted of approximately 175
acres, is located in the northern part of South San Francisco, west of the Downtown/Central
Project Area. The EI Camino Corridor redevelopment plan was originally adopted in 1993 in
response to the planned BART extension through South San Francisco. The area was generally
characterized by inadequate parcelization, vacant and underutilized sites and mixed uses. EI
Camino Corridor is the City's most diverse area in terms of land use, including residential,
office/commercial, light industrial and agricultural uses. The area also contains the Kaiser
Permanente Medical Facility, the San Mateo County Government Center, the future BART
Station, and newly developed market-rate and affordable housing projects.
The 2000 EI Camino Corridor Plan Amendment added approximately 80 acres to the
original EI Camino Corridor Project Area. The EI Camino Corridor Added Area consists of two
noncontiguous areas, Area A and Area B. It contains a mixture of uses, including residential,
institutional and commercial retail.
The Agency has undertaken public infrastructure, public facility, economic development,
property acquisition, and affordable housing activities in the EI Camino Corridor Project Area.
These include traffic and circulation improvements and analysis, street upgrades throughout the
Project Area, facilitation of the Costco Wholesale retail development and related improvements,
completion of a Transit Oriented Development plan for the BART station area, and assistance
with mixed-use and affordable housing developments throughout the project area.
The following map indicates the boundaries of the Project Area.
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[MAP OF PROJECT AREA]
Redevelopment Plan
The City Council originally approved and adopted redevelopment plans for the (i)
Gateway Project Area on June 17, 1982 by Ordinance No. 867-81, (ii) Shearwater Project Area
on January 8, 1086 by Ordinance No. 996-86, (iii) Downtown/Central Project Area on July 12,
1989 by Ordinance No.1 056-89 and (iv) the EI Camino Corridor Area Project on July 14, 1993
by Ordinance No. 1132-93.
When the Constituent Project Areas were fiscally merged in 2005 (by Ordinances No.
1352-2005, 1353-2005, 1354-2005 and 1355-2005, all adopted on May 25, 2005), the 2005
Plan Amendments: .
· Combined financial limits for the Constituent Project Areas as permitted by the
Redevelopment Law, including limits for incurring . debt and receiving tax
increment revenue;
· . Extended the time limits for exercising eminent domain authority over non-
residential property in the original Downtown/Central and EI Camino Corridor
Project Areas;
· Added territory to the Downtown/Central Original Project Area; and
. Enhanced and augmented each Constituent Project Area's Redevelopment
Program to reflect current and anticipated redevelopment needs, as appropriate.
For a summary of the goals and objectives of the amended redevelopment plans for
each of the Constituent Project Areas, see "APPENDIX A - FISCAL CONSULTANT'S REPORT
- Description of the Project Areas".
Redevelopment Plan Limitations
In 1993, the California Legislature made significant changes in the Redevelopment Law
by the adoption of AB 1290, Chapter 942, statutes of 1993 ("AB 1290"). Among the changes to
the Redevelopment Law accomplished by the enactment of AB 1290 was a provision which
limits the period of time for incurring and repaying loans, advances and indebtedness which are
payable from tax increment revenues. In general and subject to shorter limitations which may be
contained in a redevelopment plan, loans, advances and indebtedness may be incurred within
the later of January 1, 2004 or 20 years from the date of original adoption of the redevelopment
plan, a redevelopment plan must terminate not later than January 1, 2009 or 40 years following
the date of original adoption of the redevelopment plan, and loans, advances and indebtedness
must be repaid during a period extending not more than 10 years following the date of
termination of the redevelopment plan. AB 1290 further required that any redevelopment plan
that either did not contain the appropriate limitations or that contained limitations longer than
permitted by AS 1290 must be amended by the applicable legislative body.
The California Legislature enacted SB 211 by Chapter 741, Statutes 2001 ("SB 211". SB
211 provides, along other things, that the limitation on incurring indebtedness contained in a
redevelopment plan adopted prior to January 1, 1994 may be deleted by ordinance of the
legislative body. Pursuant to SB 211, the City Council on March 24, 2004 adopted Ordinance
Nos. 1338-2004 and 1339-2004, deleting the limitation on the incurring of indebtedness that
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New project areas like the Downtown/Central Added Area are not required to have a
dollar limit on tax increment claimed. Therefore, once the Downtown/Central Added Area begins
. to generate tax increment, revenue that accrues to it will not be counted towards the limit $796
million. Further, the Agency's historical payments into the Educational Revenue Augmentation
Fund (ERAF) through FY 2005/06 are not counted towards the tax increment limit. In addition,
the Redevelopment Plans for the Downtown/Central Original, EI Camino Corridor, and
Shearwater Project Areas exclude pass-through payments made to taxing entities from the tax
increment limit. However, based on a recent court decision, County administrative fees are
All of the Constituent Project Areas except the Downtown/Central Added Area have
dollar limits on the total amount of tax increment that may be claimed over the life of the
Constituent Project Areas. With the 2005 fiscal merger of the Constituent Project Areas, these
limits were merged, resulting in a single limit of $796 million. According to the Fiscal Consultant
Report, approximately $114.997 million in revenue that counts towards the limit had accrued to
the Agency by the end of FY 2004/05.
Gatewav I Shearwater I Downtown/Central EI Camino Corridor
Original Added Area Original Added Area
Area Area
Acres 176.2 174.5 558 97.1 175 79.6
Adopted 06/17/81 01/08/86 07/12/89 OS/25/05 07/14/93 06/28/00
Eminent Domain Expired Expired OS/25/17 OS/25/17 OS/25/17 06/28/12
Base Year FY1980-81 FY1985-86 FY1988-89 FY2004-05 FY1992-93 FY1999-00
Time Limit for Incurring None None 07/12/09 OS/25/25 07/14/13 06/28/20
Debt
Time Limit for Project 06/17/22 01/08/27 I 07/12/30 OS/25/35 I 07/14/34 06/28/31
. Activities
Time Limit for Tax 06/30/20 I 01/08/37 I 07/12/40 OS/25/50 I 07/14/44 06/28/46
Increment Receipt
Source: The Agency
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Merged Redevelopment Project Area
Summary of Redevelopment Plans
The following table summarizes key facts for the Constituent Project Areas, including the
time limitation required by Redevelopment Law. For details on the information shown in the
table below, see "APPENDIX A - FISCAL CONSULTANT'S REPORT - Table 11-1".
was previously added to the Gateway and Shearwater Redevelopment Plans pursuant to prior
law. Such deletion triggered statutory tax sharing with respect to the Constituent Project Areas
with those taxing entities that receive property taxes from such Constituent Project Areas
commencing in Fiscal Year 2004-05. .
In addition, recent changes in the law (Senate Bill 1 045, Chapter 260, Statutes of 2003)
("SB 1 045") allowed extensions of certain of these limitations. SB 1045 provides, among other
things, that the Redevelopment Plans for the Constituent Project Areas may be amended to add
one year to the effectiveness of the Redevelopment Plans and to the period for collection of tax
increment revenues and the repayment of debt. By Ordinance No. 1337-2004, adopted March
24, 2004, the City Council extended the life of the Redevelopment Plans, and the period for
collection of tax increment revenues by one year for all of the Constituent Project Areas. See
caption "Tax Sharing Statutes" below and "APPENDIX A - FISCAL CONSULTANT'S
REPORT."
included in the total amount of tax increment revenue allocated to the Agency for purposes of
determining when the dollar limits are reached.
Project Area Tax Revenues
General. The Agency's primary source of funds to pay debt service on the 2006 Bonds
is the Agency's share of ad valorem property tax increment revenues allocated to the Project
Area, including tax increment revenues which result from the completion of new real estate
developments and a general reassessment of properties within the Project Area. The purpose
of redevelopment is to revitalize deteriorated or underdeveloped areas within a community. As"
new construction progresses, property values normally increase and the ultimate result is a
proportionate increase in ad valorem property tax revenues.
San Mateo County calculates tax increment allocated to the Project Area by applying the
current year tax rate to secured incremental taxable values and the prior year tax rate to
unsecured incremental taxable values. The County disburses secured and utility tax increment
revenue to all redevelopment agencies in three installments during the fiscal year (January, May
and July). Supplemental tax roll revenue and homeowner's exemption revenue is distributed
with the secured and utility tax increment revenue. The allocation of unitary revenue is based on
a formula under which revenues are adjusted by the actual growth or decline in unitary
revenues on a countywide basis.
The Board of Supervisors of San Mateo County adopted the Alternative Method of
Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan"), as
provided for in Section 4701 et seq. of the California Revenue and Taxation Code. Taxes are
collected by the County and distributed under the Teeter Plan. Under the Teeter Plan, each
entity levying property taxes in the County may draw on the amount of uncollected secured
taxes credited to its fund, in the same manner as if the amount credited had been collected.
Unsecured taxes are not normally covered under the Teeter Plan. Redevelopment agencies in
the County can expect to receive the full increment of the current year's secured assessed
valuation, less the base year's secured assessed valuation, with no adjustments for
delinquencies, refunds or adjustments. Therefore, the Agency's secured property Tax
Revenues reflect total levies, rather than the actual amount collected.
Historical Taxable Value and Tax Increment Revenue. Taxable values in the Project
Area have increased from approximately $1,177 million in fiscal year 2000-01 to approximately
$2,363 million in fiscal year 2005-06. The average annual growth was 15.0% during this period.
The secured roll is the major contributor to total assessed value in the Project Area,
while the unsecured roll accounts for less than one-sixth of the total value. Only the
Downtown/Central and Gateway Project Areas include significant State Board Assessed Value,
which accounts for less than one percent of all value in the Project Area. See "APPENDIX A -
FISCAL CONSULTANT'S REPORT - Components of Locally Assessed Property" for a
summary of assessed value components in the Component Project Areas.
The following tables set forth the historical taxable values and historical tax increment
revenues, respectively, of the Project Area.
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The following table sets forth the twenty largest taxable property owners within the
Project Area. Based on the fiscal year 2005-06 localfy assessed taxable valuations, the twenty
largest taxable property owners in the Project Area represent approximately 56.0% of the total
Project Area taxable value of $2,363,371,952.
Largest Taxable Property Owners
(1) Includes payments from the secured and unsecured rolls, supplemental payments and unitary taxes. Figures do
not reflect deduction of County administrative fees.
(2) FY 2005/06 figures are estimates provided by the San Mateo County Office of the Controller in October 2005.
(3) The EI Camino Added Project Area was adopted in FY1999/00 and first generated tax increment in FY 2002/03
Source: The Agency; San Mateo County Office of the Controller
2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 (2)
Gateway $3,865,022 $4,558,687 $6,599,155 $6,119,191 $5,997,799 $5,914,629
Shearwater 829,602 1,021,698 761,473 2,222,220 2,766,195 3,082,515
Downtown/Central 3,413,960 6,790,798 6,143,837 6,898,413 7,580,682 9,250,427
EI Camino Original 726,094 1,390,333 1,360,959 1,504,782 1,681,923 1,940,872
EI Camino Added (3) N/A N/A 99,766 11 0,489 57,235 147,986
Total $8,834,678 $13,761,516 $14,965,190 $16,855,094 $18,083,833 $20,336,429
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Merged Redevelopment Project Area
Historical Tax Increment Revenues (1)
Historical tax increment revenues include payments from the secured and unsecured
roll, supplemental payments and unitary taxes. The figures do not reflect the deduction of
County administrative fees. The average annual growth of tax increment revenue in the Project
area during the six-year time period was 18.1 %.
(1) The EI Camino Corridor Added Project Area was adopted in fiscal year 1999-00 and first generated tax increment
in fiscal year 2002-03.
Source: The Agency; San Mateo County Office of the Controller
2005-06
602,625,106
311,532,115
1,154,772,805
240,645,979
53,795,947
2,363,371,952
2004-05
611,181,743
292,753,101
989;087,932
215,681,496
49,015,387
2,157,719,659
2003-04
648,048,700
225,540,744
947,301,083
202,914,753
47,440,903
2,071,246,183
2002-03
671,441,440
155,421,299
893,853,799
230,023,755
43,532,572
1,994,272,865
2000-01 2001-02
Gateway $416,574,592 $452,148,480
Shearwater 87,948,659 105,377,991
Downtown/Central (1) 550,793,961 782,573,079
EI Camino Original 121,766,019 217,614,969
EI Camino Added N/A N/A
Total 1,177,083,2311,557,714,519
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Merged Redevelopment Project Area
Historical Taxable Assessed Valuation
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Merged Redevelopment Project Area
Twenty Largest Taxable Property Owners
Total % of Total
Property Assessed AVin
Taxpayer Secured Unsecured Value Project Land Use
Area
$
Genentech Inc 304,899,179 0 $304,899,179 12.9% Office, R&D
Slough BTC LLC 196,737,161 0 196,737,161 8.3 Office, R&D
Britannia Pointe Grand LP 146,979,572 0 146,979,572 6.2 Office, R&D
Gateway Center LLC DE 72,500,000 0 72,500,000 3.1 Commercial, Office, R&D
Gateway Boulevard LLC 51,931,386 0 51,931,386 2.2 Office, R&D
ARE San Francisco LLC 47,500,000 0 47,500,000 2.0 Industrial, Office, R&D
BP Gateway Center 44,000,000 0 44,000,000 1.9 Commercial, Office, R&D
HPTM II Properties Trust 43,574,265 0 43,574,265 1.8 Hotels, Motels
Exelixis Inc 0 42,537,260 42,537,260 1.8 Office, R&D
Cytokinetics 0 39,848,829 39,848,829 1.7 Office, R&D
Slough SSF LLC DE . . 38,376,232 0 38,376,232 1.6 Vacant, Office, R&D
Theravance Inc 0 37,434,805 . 37,434,805 1.6 Office, R&D
Rouse Associates 35,417,077 0 35,417,077 1.5 Vacant, Office, R&D
Costco Wholesale Corp 32,127,090 3,014,758 35,141,848 1.5 Commercial, Wholesale Outlets
Blue Line Transfer Inc 33,132,563 291,673 33,424,236 1.4 Industrial, Light Manufacturing
Felcor CSS Holdings LP 33,240,573 0 33,240,573 1.4 Hotels, Motels
Britannia Biotech Gateway
LP 32,967,149 0 32,967,149 1.4 Vacant, Office, R&D
Elan Pharmaceuticals Inc 0 29,649,347 29,649,347 1.3 Office, R&D
CF Gateway LLC DE 29,003,428 0 29,003,428 1.2 Commercial, Office, R&D
CPRE 1 SSF LLC 28,950,000 0 28,950,000 1.2 Commercial, Office
Total Top Twenty 1,171,335,675 152,776,672' 1,324,112,347 56.0%
Percent of A V 88.5% 11.5% 56.0%
(1) Given the nature of the research performed at Genentech, a significant portion of the total assessed value of the
Genentec Property is likely equipment. It would appear on the secured roll as that contains the value of personal
property/improvements owned by the landowner.
Source: MBIA MuniServices Company (September 2005), San Mateo County Assessor (November 2005).
Current and Planned Development
The Fiscal Consultant's Report identified development currently approved and/or
underway in the Project Area, indicating the use, square footage, projected value, and projected
approximate completion time of the new development. The Fiscal Consultant identified:
· Downtown/Central Project Area: approximately 996,733 square feet of
commercial space currently being developed, with a total projected value of
$79.7 million;
. Shearwater Project Area: 271 ,522 square feet of commercial space being
developed, with a projected value of $21.7 million;
· EI Camino Corridor Original Project Area: 23,000 square feet of commercial
space, 361 apartments, and 99 condominium units currently in development, with
a total projected value of $80.6 million;
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28
Base Year Appeals. A second type of assessment appeal is called a Base Year appeal,
where the property owners challenge the original (basis) value of their property. Appeals for
reduction in the "base year" value of an assessment, if successful, reduce the assessment for
the year in which the appeal is taken and prospectively thereafter. The base year is determined
by the completion date of new construction or the date of change of ownership. Any base year
appeal must be made within four years of the change of ownership or new construction date.
Any reduction in the assessment ultimately granted as a Proposition 8 appeal applies to
the year for which application is made and during which the written application was filed. These
reductions are often temporary and are adjusted back to their original values when market
conditions improve. Once the property has regained its prior value, adjusted for inflation, it once
again is subject to the annual inflationary factor growth rate allowed under Article X III A. The
State Board of Equalization has approved this reassessment formula and such formula has
been used by county assessors statewide. The reassessment formula was approved by the
California of Appeal, Fourth District, in the recent case of County of Orange et al. v Bezaire,
petition for review to the California Supreme Court denied.
Proposition 8 Appeals. Most of the appeals that might be filed in the Project Area
would be based on Section 51 of the Revenue and Taxation Code, which requires that for each
lien date the value of real property shall be the lesser of its base year value annually adjusted
by the inflation factor pursuant to Article XIIIA of the State Constitution or its full cash value,
taking into account reductions in value due to damage, destruction, depreciation, obsolescence,
removal of property or other factors causing a decline in value. Pursuant to California law,
property owners may apply for a reduction of their property tax assessment by filing a written
application, in form prescribed by the State Board of Equalization, with the appropriate county
board of equalization or assessment appeals board. In most cases, the appeal is filed because
the applicant believes that present market conditions (such as residential home prices) cause
the property to be worth less than its current assessed value. These market-driven appeals are
known as Proposition 8 appeals.
Assessment Appeals
See APPENDIX A - "FISCAL CONSULTANT'S REPORT - New Development" attached
hereto.
Although new development in the Project Area may significantly increase the assessed
value of the Project Area, the possible reduction in assessed value for the Project Area due to
resolved assessment appeals is likely to offset some of the gain. While the Fiscal Consultant's
projected increase in value is greater than the estimated potential reduction in value due to
outstanding assessment appeals, the projections in the report do not reflect either reduction in
value due to assessment appeals, or any increases attributable to future development in the
Project Area.
. Gateway Project Area: 121,089 square feet of commercial space being
developed, with a projected value of $9.7 million. I
In total, 1.4 million square feet of commercial space and 460 residential units are
approved and/or under construction in the Project Area, with an aggregate projected value of
$191.8 million. Much of this new development is already under construction, valued at
approximately $137.7 million or more than two-thirds of the aggregate value of all anticipated
new development.
Project Area Appeals. The Fiscal Consultant's Report examines pending and settled
appeals filed by the top twentY property owners between fiscal year 2002/03 and November
. 2005. According to the Fiscal Consultant's Report, most of the appeals filed by the top twenty
property owners are Proposition 8 appeals, often filed for multiple years on the same parcel.
Table 111-9 of the Fiscal Consultant's Report shows outstanding assessment appeals for Appeal
Years 2004 and 2005. If the remaining outstanding appeal from 2004 was resolved with a
reduction to the applicant's opinion of value, the taxable assessed value of the Merged
Redevelopment Projects would decline by' $163 million. For Appeal Year 2005, if the
outstanding assessment appeals were resolved with a reduction to the applicants' opinion of
value, the taxable assessed value would decline by $158.5 million. However, based on historical
resolved appeals filed by the top 20 largest property owners in the past four years, the County
has granted reductions averaging approximately 8.8 percent of the total original assessed value
being appealed. Thus, based on historical experience as described by. the County and shown in
the analysis of the Fiscal Consultant, the likely reduction in assessed value from current.
outstanding assessment appeals is estimated to be approximately $20 million in 2004 and $40
million in 2005. These reductions in assessed value represent tax increment revenue reductions
of about $200,000 in 2004 and $400,000 in 2005.
The Agency has created a reserve account of $650,000 to address potential impacts of
assessment appeals in the Gateway Project Area, and a reserve account of $2,787,000 to
address potential impacts of assessment appeals in the Downtown/Central Project Area. Total
amount of reserve accounts is $3.4 billion, and this is significantly larger than the estimated
potential tax reduction of approximately $600,000 in 2004 and 2005.
Merged Redevelopment Project See "APPENDIX A - FISCAL CONSULTANT'S
REPORT - Assessment Appeals" and "RISK FACTORS - Assessment Appeals" herein.
Projected Tax Revenues and Debt Service Coverage
The following table sets forth the projected Tax Revenues and the projected debt service
coverage ratio for the 2006 Bonds and outstanding Parity Debt, based on assumptions with
respect to the term structure and interest rates of the 2006 Bonds. The tax increment revenue
projections for the Project Area, as prepared by Seifel Consulting Inc. are summarized below.
All of the projections commence with the reported values for Fiscal Year 2005-06. For purposes
of the projections shown below, the Fiscal Consultant has assumed the maximum inflationary
growth rate permitted by law (Le., 2 percent) in each of the years after 2005-06. There is no
inflation adjustment on unsecured or unitary assessed valuation. The projections do not include
estimated growth in assessed value due to new development nor increases in assessed
valuation due to new construction. In addition, no adjustments are made for estimated pending
or future appeals in the Project Area. For a discussion of certain other matters that could cause
reduction in the Tax Revenues available in future years, see "RISK FACTORS" and
"STATUTORY LIMITATIONS ON TAX REVENUES". There can be no assurance that actual
tax increment receipts will not significantly differ from the projections in the table below.
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REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Projected Tax Increment Revenue (1) And Parity Debt Service Coverage
($ In Thousands)
Tax Less County Less 20% Net
Rscal Increment Admin Fee Net Less: Pass Housing Set Less Tax
Year Revenue(2) Increment Throughs Aside ERAF Revenue(3)
2005-06 $20,253,000 $203,000 $20,050,000 $3,286,000 $4,051,000 $1,598,000
2006-07. 20,649,000 206,000 20,443,000 3,386,000 4,130,000 0
2007-08 21,053,000 211,000 20,842,000 3,485,000 4,211,000 0
2008-09 21,464,000 215,000 21,249,000 3,587,000 4,293,000 0
2009-10 21,882,000 219,000 21,663,000 3,692,000 4,376,000 0
2010-11 22,310,000 223,000 22,087,000 3,816,000 4,462,000 0
2011-12 22,747,000 227,000 22,520,000 3,950,000 4,549,000 0
2012-13 23,192,000 232,000 22,960,000 4,087,000 4,638,000 0
2013-14 23,645,000 236,000 23,409,000 4,228,000 4,729,000 0
2014-15 24,109,000 241 ,000 23,868,000 4,384,000 4,822,000 0
2015-16 24,581,000 246,000 24,335,000 4,545,000 4,916,000 0
2016-17 25,064,000 251.000 24,813,000 4,708,000 5,013,000 0
2017-18 25,553,000 256,000 25,297,000 4,876,000 5,111,000 0
2018-19 26,054,000 261,000 25,793,000 5,046,000 5,211,000 0
2019-20 26,567,000 266,000 26,301,000 5,171,000 5,313,000 0
2020-21 19,685,000 197,000 19,488,000 4,975,000 3,937,000 0
2021-22 20,098,000 201,000 19,897,000 5,110,000 4,020,000 0
2022-23 20,519,000 205,000 20,314,000 5,249,000 4,104,000 0
2023-24 20,948,000 209,000 20,739,000 5,390,000 4,190,000 0
2024-25 21,387,000 214,000 21,173,000 5,533,000 4,277,000 0
2025,26 21,835,000 218,000 21,617,000 5,679,000 4,367,000 0
2026-27 22,290,000 223,000 22,067,000 . 5,827,000 4,458,000 0
2027-28 22,754,000 228,000 22,526,000 5,980,000 4,551,000 0
2028-29 23,229,000 232,000 22,997,000 6,135,000 4,646,000 0
2029-30 23,713,000 237,000 23,476,000 6,307,000 4,743,000 0
2030-31 24,207,000 242,000 23,965,000 6,480,000 4,841,000 0
2031-32 24,711,000 247,000 24,464,000 6,656,000 4,942,000 0
2032-33 25,225,000 252,000 24,973,000 6,837,000 5,045,000 0
2033-34 25,747,000 257,000 25,490,000 7,024,000 5,149,000 0
2034-35 26,282,000 263,000 26,019,000 7,213,000 5,256,000 0
2035-36 26,827,000 268,000 26,559,000 7,406,000 5,365,000 0
1. Projections are based on 2% growth in secured assessed value due to inflation ("inflation adjustment"), no reassessment
adjustment and no growth due to new development.
2. Basic one percent of incremental assessed value.
3. Rgures include existing Agency expenses that would be subordinate to any issued debt (Agency Administration, City Services,
, etc.).
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller, Selfel Consulting Inc.
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
Projected Tax Increment Revenue And parity Debt Service Coverage*
($'s In Thousands)
Fiscal
Year
2005-06
2006-07
2007-08
2008-09
2009-10
2010-11
2011-12
2012-13
2013-14
2014-15
2015-16
2016-17
2017-18
2018-19
2019-20
2020-21
2021-22
2022-23
2023-24
2024-25
2025-26
2026-27
2027-28
2028-29
2029-30
2030-31
2031-32
2032-33
2033-34
2034-35
2035-36
Net
Tax Revenue
2006 Bonds
Debt Service"
Parity
Obligations
Debt Service
Total Debt
Service
Estimated
Coverage
. Preliminary, subject to change.
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller, Seifel Consulting Inc.
Tax Allocation Financing
The Redevelopment Law provides a means for financing redevelopment projects based
upon an allocation of taxes collected within a project area. The taxable valuation of a project
area last equalized prior to adoption of the redevelopment plan, or base roll, is established and,
except for any period during which the taxable valuation drops below the base year level, the
taxing agencies thereafter receive the taxes produced by the levy of the then current tax rate
upon the base roll. Taxes collected upon any increase in taxable valuation over the base roll
are allocated to a redevelopment agency and, after Statutory Tax Sharing (as defined herein),
may be pledged by a redevelopment agency to the repayment of any indebtedness incurred in
financing or refinancing a redevelopment project. See "THE PROJECT AREA-Statutory Tax
Sharing" herein.
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Pursuant to Section 33607.5 of the Redevelopment Law, a redevelopment agency
administering a redevelopment plan adopted on or after January 1, 1994 is required to share
certain tax increment revenues with any taxing agency having territory located within the
redevelopment project area ("Statutory Tax Sharing"). Commencing with the first fiscal year in
which the redevelopment agency receives tax increment revenues, the redevelopment agency
shall pay to the affected taxing entities, including the community in which the project area is
located if the community elects to receive a payment, an amount equal to 25% of the tax
increment revenues remaining after deposit of the required amount in the Low and Moderate
Income Housing Fund (the ''Tier 1 Payments"). The Redevelopment Law provides that
commencing on the eleventh fiscal year, the affected taxing entities shall receive an amount
equal to that which they would have received in the First Period (being the first through tenth
fiscal years), together with 21 % of the tax increment revenues received by the redevelopment
agency and attributable to increases in assessed value in the project area over the assessed
value of the project area in the tenth year after deposit of the required amount in the Low and
Moderate Income Housing Fund (the ''Tier 2 Payments"). Commencing with the thirty-first fiscal
year, the affected taxing entities shall receive an amount equal to that which they would have
In addition to the property tax revenues received from the frozen base, the affected
taxing entities in a redevelopment area may also receive a portion of the property tax revenues
generated from increases in assessed value. These additional payments are called pass-
through payments. Project areas adopted prior to January 1, 1994 may include negotiated,
contractual pass through agreements with the affected entities, as then permitted under the
Redevelopment Law. The Constituent Project Areas have both contractual and statutory pass-
through payments. These payments are summarized in "APPENDIX A - FISCAL
.CONSUL TANT'S REPORT - D. Projected Tax Increment Revenues to the Agency - Pass
Through Payments to Affected Taxing Entities."
Statutory Tax Sharing
Pass-Through Agreements
Redevelopment agencies themselves have no authority to levy property taxes and must
rely on the allocation of taxes. Accordingly, any property tax limitation, legislative measure,
voter initiative or provision of additional sources of income to taxing agencies having the effect
of reducing the property tax rate, would have the effect of reducing the amount of tax increment,
and a portion of which would otherwise be available to pay the principal of, and interest on, the
2006 Bonds. Likewise, the reduction of assessed valuations of taxable property in the Project
Area would have a similar effect. Any property tax levied by the County on secured property
becomes a lien on that property. A tax levied on unsecured property does not become a lien
against the personal property, but may become a lien on certain real property owned by the
owner of the personal property located within the County. Every tax which becomes a lien on
property has a priority over all other liens arising pursuant to State law on the property
regardless of the time of the creations of other liens. See "RISK FACTORS" herein and
"LIMITATIONS ON TAX REVENUES" herein.
The Fiscal Consultant notes in its report that the County's base year determinations in
the Shearwater Project Area does not appear to be in accord with applicable Redevelopment
Law, in that the base year used by the County Controller is one year earlier than it should be,
resulting n a slight reduction in revenue allocated to the Agency. See "APPENDIX A - FISCAL
CONSULTANT'S REPORT - III Tax Increment Financing - A. Establishing a Frozen. Base,"
and, particularly, Footnote 1.
received in the First Period and the Second Period (being the first through thirtieth fiscal years),
together with 14% of the tax increment revenues received by the redevelopment agency and
attributable to increases in assessed value in the project area over the assessed value of the
project area in the thirtieth year after deposit of the required amount in the Low and Moderate
Income Housing Fund (the "Tier 3 Payments"). As a result of the elimination of the limitation on
incurring loans, advances and indebtedness pursuant to SB 211 and City Council Ordinance
No. 1338-2004 and 1339-2004, the Agency is currently making Tier 1 Payments to the affected
taxing agencies with respect to the Gateway and Shearwater Constituent Project Areas.
Because the 2000 EI Camino Corridor Plan Amendment was adopted subsequent to the
adoption of AB 1290, the Agency is also paying Tier 1 payments with respect to the EI Camino
Corridor territory added to the Constituent Project Area by such plan amendment. See
"Redevelopment Plan Limitations" herein.
The Fiscal Consultant has summarized the various pass-through payments and
Statutory Tax Sharing obligations of the Project Area. See "APPENDIX A - FISCAL
CONSULTANT'S REPORT - Section 33676 Inflationary Allocation Elections" and "-Pass
Through Payments to Affected Taxing Entities."
Property Tax Collection Procedures
In California, property which is subject to ad valorem taxes is classified as "secured" or
"unsecured." The secured classification includes property on which any property tax levied by a
county becomes a lien on that property sufficient, in the opinion of the county assessor, to
secure payment of the taxes. Every tax which becomes a lien on secured property has priority
over all other liens arising pursuant to State law on such secured property, regardless of the
time of the creation of other liens. A tax levied on unsecured property does not become a lien
against the taxed unsecured property, but may become a lien on certain other property owned
by taxpayer.
Secured and unsecured property are entered separately on the assessment roll
maintained by the county assessor. The method of collecting delinquent taxes is substantially
different for the two classifications of property. The exclusive means of enforcing the payment
of delinquent taxes with respect to property on the secured roll is the sale of the property
securing the taxes to the State for the amount of delinquent taxes. The taxing agency has four
ways of collecting overdue unsecured personal property taxes in the absence of timely payment
of the taxpayer: (i) a civil action against the taxpayer, (ii) filing a certificate in the office of the
county clerk specifying certain facts in order to obtain a judgment lien on certain property of the
taxpayer, (Hi) filing a certificate of delinquency for record in the county recorder's office in order
to obtain a lien on certain property of the taxpayer, and (iv) seizure and sale of personal
property, improvements or possessory interest belonging or taxable to the assessee.
A 10% penalty is added to delinquent taxes which have been levied with respect to
property on the secured roll. In addition, property on the secured roll on which taxes are
delinquent'is sold to the State on or about June 30 of the fiscal year. Such property may
thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a
redemption penalty of one and one-half percent (1.5 percent) per month. to the time of
redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the
State and then is subject to sale by the county tax collector. A 10% penalty also applies to
delinquent taxes on property on the unsecured roll, and further, an additional penalty of 1.5%
per month accrues with respect to such taxes beginning the first day of the third month following
the delinquency date.
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Section 33675 of the Redevelopment Law provides for the filing, not later than the first
day of October of each year, with the County Auditor of a statement of indebtedness certified by
Filing of Statement of Indebtedness
Chapter 1337, Statutes of 1976, added Sections 33334.2 and 33334.3 to the
Redevelopment Law requiring redevelopment agencies to set aside 20% of all tax increment
revenues allocated to redevelopment agencies from redevelopment project areas adopted after
December 31, 1976, in a low- and moderate-income housing fund to be expended for
authorized low- and moderate-income housing purposes. Amounts on deposit in the low- and
moderate-income housing fund may also be applied to pay debt service on bonds, loans or
advances of redevelopment agencies to provide financing for such low- and moderate-income
housing purposes. The Project Area is subject to the 20% set-aside requirement for low- and
moderate-income housing. Since none of the proceeds of the 2006 Bonds are expected to be
expended for low-and-moderate income housing purposes, amounts to be deposited in the Low
and Moderate Income Housing Fund of the Agency are excluded the calculation of from Tax
Revenues. See "SECURITY AND SOURCE OF PAYMENT FOR THE 2006 BONDS" herein.
Low and Moderate Income Housing
In 1990, the Legislature enacted SB 2557 (Chapter 466, Statutes of 1990) which allows
counties to charge for the cost of assessing, collecting and allocating property tax revenues to
local government jurisdictions in proportion to the tax-derived revenues allocated to each. SB
1559 (Chapter 697, Statutes of 1992) explicitly includes redevelopment agencies among the
jurisdictions which are subject to such charges. For Fiscal Year 2004-05, the amount of such
costs were approximately $180,145 for the Project Area. This amount represents
approximately 1 % of the total Fiscal Year tax increment revenue for the Project Area. Costs
were deducted prior to a determination of Tax Revenues.
Property Tax Administrative Costs
Chapter 498 provided increased revenue to redevelopment agencies to the extent that
supplemental assessments of new construction or changes of ownership occur within the
boundaries of redevelopment projects subsequent to the January 1 lien date. To the extent
such supplemental assessments occur within the Project Area, tax revenues may increase. To
the extent property becomes owned by public, religious or other tax-exempt entities, tax
revenues may decrease.
Legislation enacted in 1983 (Statutes of 1983, Chapter 498) provides for the
supplemental assessment and taxation of property upon the occurrence of a change of
ownership or completion of new construction. Previously, State law enabled the assessment of
such changes only as of the next March 1 tax lien date following the change and thus delayed
the realization of increased property taxes from the new assessment for up to fourteen months.
The valuation of property, including property assessed by the State, is determined as of
January 1 each year and equal installments of tax~s levied upon secured property are due on
the following November 1 and February 1 and become delinquent on the following December 10
and April 1 O. Taxes on unsecured property are due on June 30 and become delinquent if
unpaid on August 31 of the tax year, and such taxes are levied at the prior year's secured tax
rate.
the chief fiscal officer of the Agency for each redevelopment plan which provides for the
allocation of taxes. The statement of indebtedness is required to contain the dates on which
each bond issue was delivered, the principal amount, term, purposes and interest rate of the
bonds and the outstanding balance and amount due on the bonds. Similar information must be
given for each loan, advance or indebtedness that the Agency has incurred or entered into
which is payable from tax increment.
Section 33675 also provides that payments of tax increment revenues from the County
Auditor to the Agency may not exceed the amounts shown on the Agency's statement of
indebtedness. The Section further provides that the statement of indebtedness is prima facie
evidence of the indebtedness of the Agency, but that the County Auditor may dispute the
amount of indebtedness shown on the statement in certain cases, and the disputed amount may
be withheld from the allocation and payment to the Agency. Provision is made for time limits
under which the dispute can be made by the County Auditor as well as provisions' for
determination by the California Supreme Court in a declaratory relief action of the property
disposition of the matter. The issue in any such action will involve only the amount of the
indebtedness and not the validity for any contract or debt instrument, or any expenditures
pursuant thereto. Payments to a trustee under a bond resolution or indenture or payments to a
public agency in connection with payments by such public agency pursuant to a bond issue will
not be disputed in any action under Section 33675.
Investment Policy of the City
The proceeds of the 2006 Bonds and other moneys required to be deposited by the
Agency in the funds and accounts established under the Indenture will be held and invested by
the Agency and the Trustee in Permitted Investments, as defined in the Indenture. See
APPENDIX B - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" attached hereto.
The Agency's surplus funds and investment portfolio are invested in accordance with an
adopted investment policy developed by the City in accordance with the provisions of federal,
state and local laws governing the investment of moneys under the control of the City Treasurer.
Under laws applicable to general law agencies, and in accordance with guidelines adopted by
the City, the City Treasurer maintains an Investment Policy and is responsible for investing the
unexpended funds in the City Treasury. Pursuant to Section 53646 of the California
Government Code, the City Treasurer also provides quarterly reports to the City which detail
types of investments, issuers, dates of maturity, par values, cost bases, interest rates, current
market values of all securities and such additional information as may be required by the City.
The quarterly report must also state that the portfolio is in compliance with the Investment Policy
(or the manner in which it is not in compliance) and must include a statement as to the City's
ability to meet its expenditure requirements for the next six months (or an explanation as to why
sufficient money will not or may not be available).
The fundamental considerations in making City investments are safety (Le., preservation
of principal), liquidity and return on investments. Generally, investments must be made 'in
accordance prudent investment principles and cash flow requirements.
The objectives of the Investment Policy are, in the following order of priority:
Safety - Safety of principal is the foremost objective of the investment
program. Investments of the City will be made in a manner that seeks to ensure the
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Third, the State electorate or Legislature could adopt further limitations with the effect of
reducing the Tax Revenues. Such limitation already exists under Article XIIIA of the California
Constitution, which was adopted pursuant to the initiative process. The State electorate could
adopt additional similar limitations with the effect of reducing Tax Revenues. For a further
Second, substantial delinquencies in the payment of property taxes by the owners of
taxable property within the Project Area could impair the timely receipt by the Agency of Tax
Revenues.
First, a reduction of taxable values of property in the Project Area caused by economic
factors, such as relocation out of the Project Area by one or more major property owners,
successful appeals by property owners for a reduction in a property's assessed value or the
destruction of property caused by natural or other disasters could result in a reduction of Tax
Revenues.
At least three types of events that are beyond the control of the Agency could occur and
cause a reduction in Tax Revenues, thereby impairing the ability of the Agency to make
payments of principal, interest and premium (if any) when due on the 2006 Bonds.
Tax increment revenues allocated to the Agency, which constitute the source of payment
of principal and interest on the 2006 Bonds, are determined by the amount of the incremental
assessed value of property in the Project Area, the current rate or rates at which property in the
Project Area is taxed and the percentage of taxes collected in the Project Areas. The Agency
does not have taxing power, nor does the Agency have the power to affect the rate at which the
property is taxed.
Reduction of Tax Revenues
The following information, together with the information set forth elsewhere in this Official
Statement, should be considered by prospective investors in evaluating the 2006 Bonds.
However, the following does not purport to be an exhaustive listing of risks and other
considerations which may be relevant to investing in the 2006 Bonds, and the order in which the
following information is presented is not intended to reflect the relative importance of any such
risks. Other factors which could result in reduction of Tax Revenues available to the Agency are
discussed herein under the caption "LIMITATIONS ON TAX REVENUES" herein.
RISK FACTORS
Return on Investments - The City's investment portfolio will be structured
with the objective of obtaining, throughout budgetary and economic cycles, a rate of
return commensurate with its investment risk constraints and the cash flow
characteristics of the portfolio.
Liquidity - The City's investment portfolio will remain sufficiently liquid to
enable the City to meet all operating requirements which might be reasonably
anticipated. This will be achieved through maturity diversification and purchases of
securities with an established secondary market.
preservation of capital in the overall portfolio. To attain this objective, the City will
endeavor to mitigate credit and market risk.
description of Article XIIIA, see "LIMITATION ON TAX REVENUES - Article XIIIA of the State
Constitution" herein.
Time Limits on Receiving Tax Revenues
Under current limitations contained in the Redevelopment Plan for the Gateway Project.
Area, the right to receive tax increment revenue and to pay debt service with such tax increment
revenue will terminate prior to the final maturity date of the Bonds. The final maturity date of the
Bonds is August 1, 20_. However the right to receive tax increment revenue terminates with
respect to the Gateway Project Area as of June 30, 2020. Upon such termination date, debt
service on the 2006 Bonds will become payable solely from tax increment revenues allocated to
the remaining Constituent Project Areas. Applying information currently available, the Agency
has structured debt service so that the remaining tax increment revenues will be sufficient to
pay the remaining debt service on the 2006 Bonds. However, such termination date will result
in a smaller number of properties generating Tax Revenues. Because the 2006 Bonds are
payable solely from Tax Revenues, the credit quality of the 2006 Bonds at anyone time
depends upon the credit quality of the remaining portions of the Project Area that generate Tax
Revenues. In addition, unanticipated adverse Elvents affecting the remaining Constituent
Project Areas could impair the Agency's ability to pay, when due, the remaining debt service on
the 2006 Bonds.
Concentration of Ownership
The largest secured local taxpayer in the Project Area (constituting approximately 12.9%
of the Fiscal Year 2005-06 secured assessed value in the Project Area) is Genentech Inc. See
"THE PROJECT AREA - Largest Taxable Property Owners" above. While the Agency believes.
that Genentech Inc. to be a viable and profitable enterprise, its business, by nature, is
dependent upon various unpredictable economic and market forces. In addition, Genentech Inc.
could relocate, which would likely have significant impact on the assessed valuation of the
Genentech Inc. property, and the tax increment revenue derived from that property. The impact
of various other risks described in this section could be exaggerated should any such risk
negatively impact Genentech Inc.
Assessment Appeals
Property taxable values may be reduced as a result of a successful appeal of the taxable
value of property determined by the County Assessor. An appeal may result in a reduction to
the County Assessor's original taxable value and a tax refund to the applicant property owner.
An assessee may contest either (i) the original determination of the "base assessment value" of
a parcel (Le., the value assigned after a change of ownership or completion of new
construction), or (ii) the "current assessment value" (Le., the value as determined by the County
Assessor, which may be no more than the base assessment value plus the compounded 2%
annual inflation factor) when specified factors have caused the market value of the parcel to
drop below current assessment value.
At the time of reassessment, after a change of ownership or completion of new
construction, the assessee may appeal the base assessment value of the property. Under an
appeal of a base assessment value, the assessee appeals the actual underlying market value of
the sales transaction or the recently completed improvement. A successful appeal of the base
assessment value of a parcel has significant future revenue impacts, because a reduced base
year assessment will reduce the compounded future value of the property prospectively. Except
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The general economy of the Project Area will be subject to all the risks generally
associated with real estate and real estate development. Projected redevelopment of real
property within the Project Area by the Agency and private development in the Project Area,
may be adversely affected by changes in general economic conditions, fluctuations in the real
estate market and interest rates, unexpected increases in development costs and by other
similar factors. Further, real estate development within the Project Area could be adversely
Real Estate and General Economic Risks
To estimate the total Tax Revenues available to pay debt service on the 2006 Bonds,
the Agency's Fiscal Consultant has made certain assumptions with regard to the assessed
valuation in the Project Area, future tax rates, the percentage of taxes collected, the likelihood
of appeals, the amount of funds available for investment and the interest rate at which those
funds will be invested. See APPENDIX A -- "FISCAL CONSULTANT'S REPORT" for a full
discussion of the assumptions underlying the projections set forth herein and therein with
respect to Tax Revenues. The Agency believes these assumptions to be reasonable, but to the
extent that the payment of any revenues that constitute Tax Revenues is less than such
assumptions, the total Tax Revenues available may be less than those projected herein. See
"SECURITY AND SOURCE OF PAYMENT FOR THE 2006 BONDS" herein.
Assumptions and Projections
The Agency's ability to generate sufficient Tax Revenues to pay debt service on the
2006 Bonds, will be dependent on the economic stability of the Project Area. Proposition 8
adjustments are based primarily on real estate development. Factors which adversely affect
real estate development may adversely affect the amount of tax revenues received by the
Agency. Such factors include general economic conditions, fluctuations in the real estate
market, fluctuations in interest rates, unexpected increases in development costs. Tax
Revenues may be adversely affected if Proposition 8 adjustments are made as a result of a
decline in the fair market value of properties in the Project Area.
Proposition 8, approved in 1978, provides for the assessment of real property at the
lesser of its originally determined (base year) full cash value compounded annually by the
Inflation factor, or its full cash value as of the lien date, taking into account reductions in value
due to damage, destruction, obsolescence or other factors causing a decline in market value.
Reductions based on Proposition 8 do not establish new base year values, and the property
may be reassessed the following lien date up to the lower of the then-current fair market value
or the factored base year value.
Proposition 8 Adjustments
Reductions in taxable values in the Project Area resulting from successful appeals by
property owners will reduce the amount of Tax Revenues available to pay the principal of and
interest on the 2006 Bonds. There are presently several assessment appeals within the Project
Area with respect to the top twenty taxpayers and the applicants have requested a reduction in
value of approximately $321.5 million, which appeals, if successful, would have an impact on
the amount of Tax Revenues available to pay debt service on the 2006 Bonds. See "APPENDIX
A- Fiscal Consultant's Report - Assessment Appeals".
for the two percent inflation factor, the value o'f the property cannot be increased until a change
in ownership occurs or additional improvements are added.
affected by future governmental policies, including governmental policies to restrict or control
certain kinds of development. If development and redevelopment activities in the Project Area
encounter significant obstacles of the kind described herein or other impediments, the economy
of the Project Area could be adversely affected, causing reduction of the Tax Revenues. In
addition, if there is a decline in the general economy of the region, the City or the' Project Area,
the owners of property within the Project Area may be less able or less willing to make timely
payments of property taxes, causing a delay or stoppage of tax increment revenues received by
the Agency from the Project Area.
. Reduction in Inflationary Rate
As described in greater detail below, Article XIIIA of the California Constitution provides
that the full cash value base of real property used in determining taxable value may be adjusted
from year to year to reflect the inflationary rate, not to exceed a 2% increase for any given year,
or may be reduced to reflect a reduction in the consumer price index or comparable local data.
Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary
assessed value adjustments to the lesser of the actual inflationary rate or 2%, there have been
years in which the assessed values were adjusted by actual inflationary rates, which were less
than 2%. Since Article XIIIA was approved, the annual adjustment for inflation has fallen below
the 2% limitation four times: for 1993-94, 1 %; fm 1995-96, 1.19%; for 1996-97, 1.11 %; for
1999-00, 1.853% and for 2004-05, 1.867%. The Agency is unable to predict if any adjustments
to the full cash value base of real property within the Project Area, whether an increase or a
reduction, will be realized in the future.
State Budget; ERAF Shift
In connection with its approval of the budget for the 1992-93, 1993-94 and 1994-95 fiscal
years, the State Legislature enacted legislation which, among other things, reallocated funds
from redevelopment agencies to school districts by shifting a portion of each agency's tax
increment, net of amounts due to other taxing agencies, to school districts for such fiscal years
for deposit in the Education Revenue Augmentation Fund ("ERAP'). The amount required to be
paid by a redevelopment agency under such legislation was apportioned among all of its
redevelopment project areas on a collective basis, and was not allocated separately to
individual project areas. Faced with a projected $23.6 billion budget gap for Fiscal Year 2002-
03, the State Legislature adopted and sent to the Governor of the State as urgency legislation,
AB 1768 requiring redevelopment agencies to pay into ERAF in Fiscal Year 2002-03 an
aggregate amount of $75 million.
In 2003, the State Legislature adopted SB 1045 which required redevelopment agencies
to make ERAF transfers in Fiscal Year 2003-04, based on a statewide aggregate transfer by
redevelopment agencies of $135 million. Due to continuing state budget problems, the State
Legislature adopted SB 1096, Chapter 211, Statutes of 2004 ("8B 1096"), which requires an
ERAF shift of $250 million for 2004-05 and 2005-06. As with previous ERAF shifts, SB 1096
requires that half of the shift be calculated on the basis of the gross tax increment of a project
area and the other half on net revenues after tax sharing payments. The Agency's ERAF
obligation was $810,050 in FY 2003/04 and $1.6 million in FY 2004-05. The Agency's ERAF
obligation in FY 2005-2006 is anticipated to be the same as in FY 2004-2005, or $1.6 million.
The Agency has the authority to allocate the ERAF obligation among the Project Areas at its
sole discretion and has chosen to pay most of the obligation from the Downtown/Central
Original and Gateway Project Areas, with the EI Camino Added and Downtown/Central Added
Project Areas contributing little to no funds toward ERAF payments. SB 1096 provides that the
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The City and Project Area is located in the seismically active San Francisco Bay Region.
According to the Safety Element of the City's General Plan, South San Francisco is located in
one of the most seismically active regions in the United States. There are approximately 30
known faults in the San Francisco Bay Area that are considered capable of generating
earthquakes; eleven of these are within 40 miles of the City. The San Francisco Peninsula
segment of the San Andreas Fault, the predominant fault system in California, passes through
the westernmost corner of South San Francisco. Seismic and other hazards found in South San
Francisco include soils in the flat lowland areas, comprised largely of Bay mud overlain with fill
in the eastern portions of the City, that have high shrink-swell potential, high water table, and
low strength. These soil conditions amplify earthquake waves and ground shaking, and are
subject to liquefaction. In addition, within South San Francisco, earthquake damage to
Risk of Earthquake
An environmental condition may result in the reduction in the assessed value of parcels
in the Project Area. The discovery of a hazardous substance limiting the beneficial use of the
property is an example of such an environmental condition. In general, the owners and
'operators of property may be required by law to remedy conditions of the property relating to
releases or threatened releases of hazardous substances. The federal Comprehensive
Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as
CERCLA or the Superfund Act, is the most well known and widely applicable of these laws.
California laws with regard to hazardous substances also apply to real property. Under many of
these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of
property whether or not the owner (or operator) has anything to do with creating or handling the
hazardous substance. The effect, therefore, should any of the property in the Project Area be
affected by a hazardous substance, would be to reduce the marketability and value of the parcel
by the costs of remedying the condition, since the purchaser, upon becoming owner, will
become obligated to remedy the condition.
Hazardous Substances
The payment of the tax increment revenues and the ability to foreclose the lien of a
delinquent unpaid tax may be limited by bankruptcy, insolvency, or other laws generally
affecting creditors' rights or by the laws of the State relating to judicial foreclosure. Although
bankruptcy proceedings would not cause the liens to become extinguished, bankruptcy of a
property owner could result in a delay in prosecuting superior court foreclosure proceedings.
Such delay would increase the likelihood of a delay or default in payment of the principal of and
interest on the 2006 Bonds and the possibility of delinquent tax installments not being paid in
full.
Bankruptcy and Foreclosure
The Agency cannot predict whether thel State Legislature will adopt legislation requiring
other shifts of redevelopment' property tax increment revenues in future fiscal years beyond
2005-06 to the State and/or to schools, whether by the ERAF mechanism or by other
arrangement. Should such legislation be enacted, Tax Revenues available for payment of the
2006 Bonds may, in the future, be substantially reduced and the Agency's ability to pay debt
service on the 2006 Bonds may be impaired.
Agency's ERAF payment obligations are subordinate to the payment of debt service on the
2006 Bonds.
structures can be caused by ground rupture, near-filed effects, Iiquification, landsliding, ground
shaking, and possibly inundation from seiche or tsunami. The level of damage in the City.
resulting from an earthquake will depend upon the magnitude of the event, the epicenter
distance from the City, the response of geologic materials, and the strength and constructing
quality of structures.
. The occurrence of any major seismic activity or any other natural disaster, such as
flooding, tsumani or wild fires, may also have a significant adverse effect on property values
within the Project Area and, hence, may impair the availability of Tax Revenues to pay debt
service on the 2006 Bonds. For further information, see the applicable elements of the General
Plan of the City of South San Francisco on file with the City Clerk.
LIMITATIONS ON TAX REVENUES
Article XIIIA
California voters, on June 6, 1978, approved an amendment (commonly known as
Proposition 13) to the California Constitution. This amendment, which added Article XIIIA to the
California Constitution, among other things affects the valuation of real property for the purpose
of taxation in that it defines the full cash property value to mean "the county assessor's valuation
of real property as shown on the 1975-76 tax bill under 'full cash value', or thereafter, the
appraised value of real property when purchased, newly constructed, or a change in ownership
has occurred after the 1975 assessment." The full cash value may be adjusted annually to
reflect inflation at a rate not to exceed 2% per year, a reduction in the consumer price index or.
comparable local data, or declining property value caused by damage, destruction or other
factors including a general economic downturn. The amendment further limits the amount of
any ad valorem tax on real property to one percent of the full cash value except that additional
taxes may be levied to pay debt service on indebtedness approved by the voters prior to July 1,
1978, and bonded indebtedness for the acquisition or improvement of real property approved on
or after July 1, 1978 by two-thirds of the votes cast by the voters voting on the proposition.
In the general election held November 4, 1986, voters of the State of California approved
two measures, Propositions 58 and 60, which further amend Article XIIIA. Proposition 58
amends Article XIIIA to provide that the terms "purchased" and "change of ownership," for
purposes of determining full cash value of property under Article XIII A, do not include the
purchase or transfer of (1) real property between spouses and (2) the principal residence and
the first $1,000,000 of other property between parents and children.
Proposition 60 amends Article XIUA to permit the Legislature to allow persons over age
55 who sell their residence to buy or build another of equal or lesser value within two years in
the same county, and to transfer the old residence's assessed value to the new residence.
Pursuant to Proposition 60, the Legislature has enacted legislation permitting counties to
implement the provisions of Proposition 60.
Challenges to Article XII/A. On September 22, 1978, the California Supreme Court
upheld the amendment over challenges on several state and federal constitutional grounds
(Amador Valley Joint Union High School District v. State Board of Equalization). The Court
reserved certain constitutional issues and the, validity of legislation implementing the
amendment for future determination in proper cases. Since 1978, several cases have been
decided interpreting various provisions of Article XIIIA; however, none of them have questioned
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Statutes of 1980, Chapter 13.2 (Senate Bill 1972), enacted by the California Legislature
and effective as an urgency measure of November 30, 1980, added Section 33678 to the
In general terms, the "appropriations Iimif' is to be based on certain fiscal year 1978-79
expenditures, and is to be adjusted annually to reflect changes in the consumer price index,
population'and services provided by these entities. Among other provisions of Article XIIIB, if
the revenues of such entities in any year exceed the amounts permitted to be spent, the excess
would have to be returned by revising tax rates or fee schedules over the subsequent two years.
To the extent of any such revision in tax rates or fee schedules over the subsequent two years,
Pledge9 Tax may be affected since tax allocations to the Agency are a product of the
combination of tax rates levied by certain taxing agencies having jurisdiction within the Project
Area.
On November 6, 1979, the voters approved Proposition 4, known as the Gann Initiative,
which added Article XIIIB to the California Constitution. Under Article XIIIB, state and local
government entities have an annual "appropriations limit" which limits the ability to spend certain
moneys which are called "appropriations subject to limitation" (consisting of tax revenues and
certain state subventions together called "proceeds of taxes" and certain other funds) in an
amount higher than the "appropriations limit." Article XIIIB does not affect the appropriation of
moneys which are excluded from the definition of "appropriations limit," including debt service
on indebtedness existing or authorized as of January 1, 1979, or bonded indebtedness
subsequently approved by two-thirds of the voters.
Appropriation Limitation - Article XIIIS
Future assessed valuation growth allowed under Article XIIIA (new construction, change
of ownership; 2% annual value growth) will be allocated on the basis of "situs" among the
jurisdictions that serve the tax rate area within which the growth occurs, except for certain utility
property assessed by the State Board of Equalization. Local agencies and school districts will
share the growth of "base" revenue from the tax rate area. Each year's growth allocation
becomes part of each agency's allocation the following year. The Agency is unable to predict
the nature or magnitude of future revenue sources which may be provided by the State of
California to replace lost property Tax Revenues. Article XIIIA effectively prohibits the levying of
any other ad valorem property tax above the "I % limit except for taxes to support indebtedness
approved by the voters as described above.
Implementing Legislation. Legislation enacted by the California Legislature to implement
Article XIIIA provides that all taxable property is shown at full assessed value as described
above. In conformity with this procedure, all taxable property value included in this Official
Statement (except as noted) is shown at 100% of assessed value and all general tax rates
reflect the $1 per $100 of taxable value. Tax rates forvoter approved bonded indebtedness and
pension liability are also applied to 100% of assessed value.
The Agency cannot predict whether there will be any future challenges to California's
present system of property tax assessment and cannot evaluate the ultimate effect on the
Agency's receipt of Pledged Tax Revenues should a future decision hold unconstitutional the
method of assessing property.
the ability of redevelopment agencies to use tax allocation financing. The United States
Supreme Court upheld the validity of the assessment procedures of Article XIIIA in Nordlingerv.
Hahn.
Redevelopment Law. Section 33678 provides that the allocation and payment of taxes to the
Agency for the purpose of paying the principal of or interest on loans, advances or indebtedness
incurred for redevelopment activities, as defined therein, will not be deemed the receipt by the
Agency of proceeds of taxes levied by or on behalf of the Agency within the meaning or for the
purposes of Article XIIIB of the California Constitution, nor will such portion of taxes be deemed
receipt of proceeds of taxes by, or an appropriation subject to the limitation of, any other public
body within the meaning or for the purposes of Article XIIIB or any statutory provision enacted in
implementation of Article XIIIB.
The California Court of Appeals, Fourth Appellate District, in Brown v. Community
Agency of the City of Santa Ana, 168 Cal. App. :3d 101 (1985), and the California Court of
Appeals, Second Appellate District, in Bell Community Redevelopment Agency v. Woolsey, 169
Cal. App. 3d 24 (1985), have determined that the appropriation of tax increment revenues by a
redevelopment agency is not subject to the limitations of Article XIIIB. The California Supreme
Court denied a petition for hearing in the Brown case. No petition for review was filed in the Bell
case. On the basis of these decisions, the Agency has not adopted an appropriations limit.
Unitary Property
AB 454 (Chapter 921, Statutes of 1987) provides that revenues derived from most utility
property assessed by the State Board of Equalization ("Unitary Property"), commencing with the
1988-89 Fiscal Year, will be allocated as follows: (1) each jurisdiction, including the Project
Area, will receive up to 102% of its prior year State-assessed revenue; and (2) if county-wide
revenues generated from Unitary Property are less than the previous year's revenues or greater
than 102% of the previous year's revenues, each jurisdiction will share the burden of the
shortfall or excess revenues by a specified formula. This provision applies to all Unitary
Property except railroads, whose valuation will continue to be allocated to individual tax rate
areas.
The provisions of AB 454 do not constitute an elimination of the assessment of any
State-assessed properties nor a revision of the method of assessing utilities by the State Board
of Equalization. Generally, AB 454 allows valuation growth or decline of Unitary Property to be
shared by all jurisdictions in a county.
Under current law, new taxing jurisdictions, including amendments to existing tax rate
areas may receive a share of Unitary Property tax revenues only after jurisdictions in existence
in the 1988-89 Fiscal Year have received 102% of their prior year's allocation of such revenues.
Thus, while it is not entirely clear, current law seems to provide that only if the Unitary Property
tax base increases may new jurisdictions or amendments thereto receive Unitary Property tax
revenue, and then each jurisdiction (including previously existing jurisdictions) will receive a
percentage of any increase over 2% equal to the percentage of the total ad valorem tax levies
for the secured roll that the jurisdiction received in the prior year. For Fiscal Year 2003-04, the
Agency received only a nominal allocation of Unitary Property tax revenues for the Project
Area.
Proposition 218
On November 5, 1996, the voters of the State approved Proposition 218, the so-called
"Right to Vote on Taxes Act." Proposition 218 added Articles XIIIC and XIIID to the State
Constitution, which contain a number of provisions affecting the ability of the local governments
to levy and collect both existing and future taxes, assessments, fees and charges.
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Certain legal matters incident to the authorization, issuance, sale and delivery by the
Agency of the 2006 Bonds and with regard to the tax status of interest thereon under existing
laws are subject to the approving opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Bond Counsel, and certain other conditions. Jones Hall is also serving as
Disclosure Counsel for the Agency. Certain legal matters will be passed upon for the Agency by
its counsel, Meyers Nave Riback Silver & Wilson, Oakland, California. Certain legal matters will
be passed on for the Underwriter by Nixon Peabody LLP.
CERTAIN LEGAL MATTERS
Owners of the 2006 Bonds should also be aware that the ownership or disposition of, or
the accrual or receipt of interest on, the 2006 Bonds, may have federal or state tax
consequences other than as described abovE~. Bond Counsel expresses no opinion regarding
any federal or state tax consequences arising with respect to the 2006 Bonds other than as
expressly described above.
In the further opinion of Bond Counsel, interest on the 2006 Bonds is exempt from
personal income taxation imposed by the State of California.
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California,
Bond Counsel, subject, however, to the qualifications set forth below, under existing law, the
interest on the 2006 Bonds is excluded from gross income for federal income tax purposes and
is not an item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations; provided,. however, that, for the purpose of computing the
alternative minimum tax imposed on corporations (as defined for federal income tax purposes),
such interest is taken into account in determining certain income and earnings. The opinions
set forth in the preceding sentence are subject to the condition that the Agency comply with all
requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be
satisfied subsequent to the issuance of the 2006 Bonds in order that such interest be, or
continue to be, excluded from gross income for federal income tax purposes. The Agency has
covenanted to comply with each such requirement. Failure to comply with certain of such
requirements may cause the inclusion of interest on the 2006 Bonds in gross income for federal
income tax purposes to be retroactive to the date of issuance of the 2006 Bonds.
TAX MATTERS
Articles XIIIA, XIIIB, XIIIC and XIIID were each adopted as measures that qualified for
the ballot pursuant to California's initiative process. From time to time other initiative measures
could be adopted, further affecting Agency revenues or the Agency's ability to expend revenues.
Future Initiatives
Proposition 218 does not affect the issuance or sale of, or the security for, the 2006 Bonds
because the 2006 Bonds are not payable from or secured by any sources of revenue which are
subject to Proposition 218.
FINANCIAL STATEMENTS
The Agency accounts for its financial transactions through funds representing the
Project Area. A copy of the Agency's Component Unit Financial Report for the Fiscal Year
ended June 30, 2005 is attached hereto as Appendix B, and is available at www.ssf.net. The
Agency's independent certified public accounting firm has not consented to the inclusion of its
report as Appendix B and has not undertaken to update its report or to take any action intended
or likely to elicit information concerning the accuracy, completeness or fairness of the
statements made in this Official Statement, and no opinion is expressed by the Agency's
independent certified public accounting firm with respect to any event subsequent to its report
dated June 30, 2005.
NO LITIGATION
There is no action, suit, proceeding or investigation at law or in equity before or by any
court or governmental agency or body pending or threatened against the Agency to restrain or
enjoin the authorization, execution or delivery of the 2006 Bonds or the pledge of the Tax
Revenues or the collection of the payments to be made pursuant to the Indenture, or in any way
contesting or affecting the validity of the 2006 Bonds or the Indenture.
CONTINUING DISCLOSURE
The Agency has agreed in its Continuing Disclosure Certificate (the "Disclosure
Certificate") to provide, or cause to be provided, by no later than the March 1 after the end of the
Agency's fiscal year ending on June 30, 2006, to each nationally recognized municipal
securities information repository and any public or private repository or entity designated by the
State of California as a state repository for purposes of Rule 15c2-12(b)(5) (the "Rule") adopted
by the Securities and Exchange Commission (each, a "Repository") certain annual financial
information and operating data, including its audited financial statements, or if not available at
the time of filing, the unaudited financial statements, and an update of certain information
contained in the Official Statement. The Agency has complied in a timely manner with its prior
undertakings pursuant to the Rule. See APPENDIX G - "FORM OF CONTINUING
DISCLOSURE CERTIFICATE" attached hereto.
UNDERWRITING
The 2006 Bonds are being purchased by Citigroup Global Markets Inc., as Underwriter,
subject to certain conditions. The Underwriter has agreed to purchase the 2006 Bonds at a
purchase price of $ (representing the principal amount of the 2006 Bonds, less
Underwriter's discount of $ and less a net original issue discount $ ).
The Underwriter is committed to purchase all of the 2006 Bonds if any are purchased.
The obligation to make such purchase is subject to certain terms and conditions.
The 2006 Bonds are offered for sale at the initial prices stated on the inside cover page
of this Official Statement, which may be changed from time to time by the Underwriter. The
2006 Bonds may be offered and sold to certain dealers at prices lower than the public offering
prices.
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Included herein are brief summaries of certain documents and reports, which summaries
do not purport to be complete or definitive, and reference is made to such documents and
reports for full and complete statements of the contents thereof. This Official Statement is not to
be construed as a contract or agreement between the Agency and the purchasers or holders of
any of the 2006 Bonds. Any statements made in this Official Statement involving matters of
opinion, whether or not expressly so stated" are intended merely as an opinion and not as
representations of fact. The information and expressions of opinion herein are subject to
change without notice and neither the delivery of this Official Statement nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no
change in affairs in the Agency since the date hereof.
MISCELLANEOUS
Standard & Poor's Ratings Service and Moody's Investor's Service, Inc. have assigned
ratings of ["MA" and "Aaa,"] respectively, to the 2006 Bonds based on the delivery of a financial
guaranty insurance policy by the Insurer insuring the 2006 Bonds. Such ratings reflect only the
views of such organizations and any desired explanation of the significance of such ratings
should be obtained from the rating agency furnishing the same, at the following addresses:
Standard & Poor's Ratings Service, 55 Water Street, New York, New York 10041; Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007. Generally, a rating
agency bases its rating on the information and materials furnished to it and on investigations,
studies and assumptions of its own. There is no assurance such ratings will continue for any
given period of time or that such ratings will not be revised downward or withdrawn entirely by
the rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Any
such downward revision or withdrawal of such ratings may have an adverse effect on the
market price of the 2006 Bonds. Except as described in "CONTINUING DISCLOSURE" herein,
neither the Agency nor the Underwriter has undertaken any responsibility either to bring to the
attention of the owners of the 2006 Bonds a proposed change in or withdrawal of such rating or
to oppose any such proposed revision or withdrawal.
RATINGS
City.
The Authority is governed by a board of directors, consisting of the City Council of the
The City of South San Francisco Capital Improvements Financing Authority (the
"Authority") is a joint powers financing authority, organized under a Joint Exercise of powers
Agreement, between the Agency and the City. The Agreement was entered into under the
provisions of Articles 1 through 4, Chapter 5,. Division 7, Title 1 of the California Government
Code (the "JPA Law"). The Authority was created for the primary purpose of assisting the
financing or refinancing of public capital improvements of the City and the Agency. Under the
JPA Law, the Authority has the power to purchase bonds issued by any local agency at public
or negotiated sale and may sell such bonds to public or private purchasers at public or
negotiated sale.
THE AUTHORITY
The execution and delivery of this Official Statement have been duly authorized by the
Agency.
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO
By:
Executive Director
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APPENDIX A
FISCAL CONSULTANT'S REPORT
APPENDIX 8
THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY COMPONENT UNIT
FINANCIAL STATEMENT FOR THE FISCAL YEAR ENDED JUNE 30, 2005
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The following table summarizes the civilian labor force, employment and unemployment
in the County for the calendar years 2000 through 2004. These figures are county-wide
statistics and may not necessarily accurately reflect employment trends in the City.
Employment
Source: State Department of Finance estimates (as of January 1)
State of
California
34,441,561
35,088,671
35,691,442
36,271,091
36,810,358
County of
San Mateo
712,327
714,788
716,619
718,993
723,453
City of
South San
FranciscQ
60,838
60,718
60,760
60,951
61,661
Year
2001
2002
2003
2004
2005
City of SOUTH SAN FRANCISCO
Population Estimates
Population figures for the City, the County and the State of California for the last five
years are shown in the following table.
Population
The governing body of South San Francisco is the City Council, which establishes local
law and policies through enactment of ordinances and resolutions. The Council also determines
how the City shall obtain and spend funds, appoints members to all advisory municipal activities
and represents the City by serving on Regional and County committees/boards whose policies
may impact South San Francisco (Le., Associated Bay Area Governments and Metropolitan
Transportation Commission). The Council provides direction for the City Manager and sits as
the Redevelopment Agency Board of Directors. The Council position is a salaried position.
The City of South San Francisco (the "City") is located in the San Francisco Bay Area
directly south of San Francisco in San Mateo County (the "County"). South San Francisco
occupies the basin and portions of the sides of a broad valley formed by the San Bruno
Mountains on the north and the Coast Range on the west. The City combines residential,
industrial, and commercial elements in a largely urban environment. South San Francisco has
mild winters and dry cool summers. The hills to the west shield the city from much of the fog that
prevails in neighboring areas.
General
APPENDIX C
GENERAL ECONOMIC AND FINANCIAL INFORMATION REGARDING
THE CITY OF SOUTH SAN FRANCISCO AND THE SURROUNDING AREA
SAN MATEO COUNTY
Civilian labor Force, Employment and Unemployment
(Annual Averages)
2000 ;W01 2002 2003 2004
Civilian Labor Force (1) 398,200 392,400 378,900 369,300 363,400
Employment 386,800 377,300 357,200 347,500 345,400
Unemployment 11 ,400 115,100 21,700 21,800 18,000
Unemployment Rate 2.9% 3.8% 5.7% 5.9% 5.0%
Waae and Salarv Emolovment: (2)
Agriculture 2,900 :~,900 2,700 2,600 2,200
Natural Resources, Mining, Construct. 19,000 1 !3,700 19,000 18,000 18,100
Manufacturing 35,900 34,800 31,000 29,000 29,500
Wholesale Trade 14,800 14,400 13,500 12,100 11,500
Retail Trade 39,200 3!3,600 37,700 36,800 35,600
Trans., Warehousing, Utilities 35,200 34,400 29,300 27,800 28,1 00
Information 24,000 2l3,100 23,300 22,500 21,200
Financial and Insurance 16,800 113,300 15,100 14,300 14,500
Real Estate, Rental & Leasing 8,000 7,600 6,900 6,900 6,600
Professional and Business Services 78,500 7'1,000 59,300 55,200 56,200
Educational and Health Services 28,100 29,100 30,000 30,100 30,500
Leisure and Hospitality 30,500 30,900 30,800 30,300 30,600
Other Services 10,700 10,800 11,800 11 ,400 10,900
Federal Government 4,600 4,500 4,600 4,600 4,500
State Government 800 800 800 700 600
Local Government 27.100 2'7.600 28.200 27.400 27.000
Total All Industries 375,800 370,600 344,000 329,400 327,500
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household
domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household
domestic workers, and workers on strike.
Source: State of California Employment Development Department.
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Source: State of California Employment Development Department.
Industrv
Laboratory Analytical Instruments (Mfrs)
Horse Racing
Cellular Telephones (Services)
Schools-Universities & Colleges Academic
Electronic Equipment & Supplies-Retail
Electronic Equipment & Supplies-Whol
Real Estate Management
Financial Advisory Services
Financial Advisory Services
Financial Advisory Services
Mutual Funds
Commercial Physical Research
Pharmaceutical Research Laboratories
Hospitals
Hospitals
Electronic Connectors (Manufacturers)
Computer Software-Manufacturers
Building Contractors
Health Services
Hospitals
Computer Software-Manufacturers
Laboratories-Research & Development
Physicians & Surgeons Equip & Supls-Mfrs
Federal Government-Conservation Depts
Credit Card & Other Credit Plans
Location
Foster City
San Mateo
South San Francisco
San Mateo
Redwood City
Foste'r City
San Mateo
San Mateo
San Mateo
San Mateo
San Mateo
South San Francisco
Foster City
South San Francisco
Redwood City
Brisbane
Redwood City
Foster City
San Mateo
Daly City
San Mateo
Menlo Park
Menlo Park
Menlo Park
San Mateo
SAN MATEO COUNTY
Major Employers
As of January 2005
Emplover Name
Applied Biosystems Group
Bay Meadows Racecourse
Cingular Wireless
College Of San Mateo
Electronic Arts Inc
Electronics For Imaging Inc
Fast Office Networks Inc
Franklin Resources Inc
Franklin Templeton Investments
Franklin Templeton Svc Inc
Franklin Trust Co
Genentech Inc
Gilead Sciences Inc
Kaiser Foundation Medical Grp
Kaiser Permanente Medical Ctr
Monster Cable Products Inc
Oracle Corp
Rudolph & Sletten Inc
San Mateo Health Svc
Seton Medical Ctr
Siebel Systems Inc
Sri Consulting
Sri Internationallnc
Us Interior Dept
Visa International Svc Assn
The following table lists the major empl,oyers within the County as of January 2005.
Largest Employers
Commercial Activity
Total taxable transactions reported in the City during calendar year 2004 amounted to
$1,055,686,000, a 1.7% decrease over the total taxable transactions of $1,073,473 that were
reported for calendar year 2003. A summary of historic taxable sales within the City is shown in
the following table.
CITY OF SOUTH SAN FRANCISCO
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores
Total All Outlets
Number Taxable
of Permits Transactions
2000 575 $654,639
2001 551 706,936
2002 585 682,520
2003 642 666,659
2004 655 650,339
Number
of Permits
Taxable
Transactions
1,835
1,795
1,803
1,801
1,782
$1,213,455
1,200,592
1,111,914
1,073,473
1,055,686
Source: State Board of Equalization.
Total taxable transactions reported in the County during calendar year 2004 amounted
to $11,808,074,000, a 4.0% increase over the total taxable transactions of $11,358,074,000 that
were reported for calendar year 2003. A summary of historic taxable sales within the County is
shown in the following table.
SAN MATEO COUNTY
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores
Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2000
2001
2002
2003
2004
7,392
7,813
7,982
8,681
8,975
$8,596,944
8,215,567
7,700,365
1,701,536
8,088,935
21,173
21,287
21,101
21,531
21,475
$14,044,016
12,859,589
11,614,809
11 ,358,439
11,808,074
Source: State Board of Equalization.
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SAN MATEO COUNTY
Median Effective Buying Income
As of January 1, 2000 through 2004
Total Effective Median Household
Buying Income Effective Buying
Year Area (OOO's Omitted) Income
2000 City of South San Francisco $ 1,167,880 $52,026
County of San Mateo 20,511,353 65,565
'California 652,190,282 44,464
United States 5,230,824,904 39,129
2001 City of South San Francisco $ 1 ,284,204 $58,994
County of San Mateo 21,193,515 64,766
California 650,521,407 43,532
United States 5,303,481,498 38,365
2002 City of South San Francisco $1,172,365 $52,818
County of San Mateo 20,903,988 60,071
California 647,879,427 42,484
United States 5,340,682,818 38,035
2003 City of South San Francisco $ 1,210,528 $54,978
County of San Mateo 21,3239,098 60,516
California 674,721,020 42,924
United States 5,466,880,008 38,201
2004 City of South San Francisco $1,191,405 $54,268
County of San Mateo 21,344,165 59,703
California 705,108,410 43,915
United States 5,692,909,567 39,324
Source: Sales & Marketing Management Survey of Buying Power.
Effective buying income ("EBI") is designated by Sales and Marketing Management
Magazine as personal income less personal tax and non-tax payments. Personal income is the
aggregate of wages and salaries, other labor income (such as employer contributions to private
pension funds), proprietor's income, rental income (which includes imputed rental income of
owner-occupants of non-farm dwellings), dividends paid by corporations, personal interest
income from all sources, and transfer payments (such as pensions and welfare assistance).
Deducted from this total are personal taxes (federal, state and local, non-tax payments (such as
fines, fees, penalties), and personal contributions for social insurance. Effective buying income
is a bulk measure of market potential. It indicates the general ability to buy and is essential in
comparing, selecting and grouping markets on that basis. The following table demonstrates the
growth in annual estimated EBI for the City, County, the State of California and the United
States.
Median Effective Buying Income
Construction Activity
Building activity for the calendar years 2000 through 2004 in the City and the County is
shown in the following tables.
CITY OF SOUTH SAN FRANCISCO
Building Permit Valuation
(Valuation in Thousands of Dollars)
2000 2001 2002 2003 2004
Permit Valuation
New Single-family $17,189.7 $14,716.0 $24,493.8 $ 30,604.3 $ 4,436.5
New Multi-family 2,785.5 3,800.0 0.0 26,003.5 32,206.1
Res. Alterations/Additions 5.290.0 4.841.0 9.407.2 11.577.5 11.549.6
Total Residential 25,265.3 23,357.0 33,900.9 68,185.3 48,192.3
New Commercial 59,550.0 79,200.0 74,060.1 2,000.0 78,681.0
New Industrial 24,900.0 27,000.0 11,621.0 0.0 5,290.5
New Other 7,406.0 496.0 5,034.4 6,513.1 9,688.9
Com. Alterations/Additions 37.266.0 20.930.0 84.701.3 27.680.5 51.873.4
Total Nonresidential 129,122.0 127,626.0 175,416.7 36,193.5 145,533.8
New Dwellina Units
Single Family 78 52 94 123 18
Multiple Family 32 40 Q 154 362
TOTAL 110 92 94 277 380
Source: Construction Industry Research Board, Building Pem,it Summary.
SAN MATEO COUNTY
Building Permit Valuation
(Valuation in Thousands of Dollars)
2000 2001 2002 2003 2004
Permit Valuation
New Single-family $241,236.0 $234,590.9 $267,726.9 $257,900.5 $281,408.5
New Multi-family 131,048.5 83,237.9 97,883.9 86,888.5 48,006.1
Res. Alterations/Additions 189.917.6 197.900.1 221.181.8 265.316.3 272.003.4
Total Residential 562,202.2 515,728.9 586,792.6 610,105.2 601,418.0
New Commercial 423,976.5 362,812.6 185,884.1 14,480.6 131,711.8
New Industrial 27,891.0 29,624.3 12,420.5 0.0 5,540.5
New Other 34,524.6 31,456.'6 76,717.2 52,573.6 53,168.3
Com. Alterations/Additions 252.911.0 215.062.2 241.587.7 168.496.5 199.460.3
Total Nonresidential 739,303.1 638,955.8 516,609.5 235,550.7 389,880.9
New Dwellinq Units
Single Family 846 722 653 735 633
Multiple Family 1.471 719 770 569 478
TOTAL 2,317 1 ,441 1 ,423 1,304 1,111
Source: Construction Industry Research Board, Building Permit Summary.
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APPENDIX 0
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
APPENDIX E
FORM OF BOND COUNSEL OPINION
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Purchases of 2006 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for thEl 2006 Bonds on DTC's records. The ownership
interest of each actual purchaser of each 2006 Bond ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive
DTC, the world's largest depository, is a limited purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds
and provides asset servicing for over two million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market investments from over 85 countries
that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-
trade settlement among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants incllude both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations, and certain other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC").
DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National
Securities Clearing Corporation, Government: Securities Clearing Corporation, MBS Clearing
Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC,
also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American
Stock Exchange LLC and the National AssoGiation of Securities Dealers, Inc. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies and clearin!g corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to
its Participants are on file with the Securities and Exchange Commission.
The information in this Appendix concerning The Depository Trust Company (''DTC'?,
New York, New York, and DTC's book entry system has been obtained from DTC and the
Agency takes no responsibility for the completeness or accuracy thereof. The Agency cannot
and does not give any assurances that DTC, DTC Participants or Indirect Participants will
distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
respect to the 2006 Bonds, (b) certificates representing ownership interest in or other
confirmation or ownership interest in the 200B Bonds, or (c) redemption or other notices sent to
DTC or Cede & Co., its nominee, as the registered owner of the 2006 Bonds, or that they will so
do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the
manner described in this Appendix. The current "Rules" applicable to DTC are on file with the
Securities and Exchange Commission and the current "Procedures" of DTC to be followed in
dealing with DTC Participants are on file with DTC.
The Depository Trust Company ("DTG") will- act. as securities depository for the 2006
Bonds. The 2006 Bonds will be executed and delivered as fully-registered securities registered
in the name of Cede & Co. (DTC's partnership nominee). One fully-registered certificate will be
issued for each maturity of the 2006 Bonds, each in the initial aggregate principal amount of
such maturity, and will be deposited with DTC.
APPENDIX F
BOOK-ENTRY SYSTEM
written confirmation from DTC of their purchase. Beneficial Owners, however, are expected to
receive written confirmations providing details of the transaction, as well as periodic statements
of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the 2006 Bonds are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in 2006 Bonds, except in the event that use of the book-entry system for the
2006 Bonds is discontinued.
To facilitate subsequent transfers, all 2006 Bonds deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Go. or such other name
as may be requested by an authorized representative of DTC. The deposit of 2006 Bonds with
DTC and their registration in the name of Cede & Go. or such other nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
2006 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts
such 2006 Bonds are credited, which mayor may not be the Beneficial Owners. The Direct and
. .
Indirect Participants will remain responsible for keeping account of their holdings on behalf of
their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of 2006
Bonds may wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the 2006 Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the 2006 Bond documents. For example, Beneficial Owners of 2006
Bonds may wish to ascertain that the nominee holding the 2006 Bonds for their benefit has
agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and request that copies
of notices be provided directly to them.
Redemption notices will be sent to DTC. If less than all of the 2006 Bonds with a
particular stated Principal Payment Date are being prepaid, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such 2006 Bonds to be prepaid.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to 2006 Bonds unless authorized by a Direct Participant in accordance with DTC
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon
as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the 2006 Bonds are credited on the
record date (identified in a listing attached to the Omnibus Proxy).
Payments of principal, premium, if any, interest and other payments evidenced by the
2006 Bonds will be made to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon
DTC's receipt of funds and corresponding detail information from the District or the Trustee on
the payable date in accordance with their respective holdings shown on DTC's records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsipility of such Participant and not of
DTC nor its nominee, the Trustee or the District, subject to any statutory or regulatory
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Discontinuance of DTC Service. In the event that (a) DTC determines not to continue to
act as securities depository for the 2006 Bonds, or (b) the City determines to remove DTC from
its functions as a depository, DTC's role as securities depository for the 2006 Bonds and use of
the book-entry system will be discontinued. If the City fails to select a qualified securities
depository to replace DTC, the City will cause the Trustee to execute and deliver new 2006
Bonds in fully registered form in such denominations numbered in the manner determined by
the Trustee and registered in the names of such persons as are requested by the Beneficial
Owners thereof. Upon such registration, such persons in whose names the 2006 Bonds are
registered will become the registered Owners of the 2006 Bonds for all purposes.
The foregoing description of the procedures and record-keeping with respect to
beneficial ownership interests in the 2006 Bonds, payment of principal, interest and other
payments with respect to the 2006 Bonds to Participants or Beneficial Owners, confirmation and
transfer of beneficial ownership interests in such 2006 Bonds and other related transactions by
and between DTC, the Participants and the Beneficial Owners is based on information provided
by DTC. Accordingly, the City takes no responsibility for the accuracy or completeness thereof.
So long as the 2006 Bonds are in book-entry only form, the references in the Official Statement
to the Owners or the registered Owners of the 2006 Bonds shall mean DTC, and not the
Beneficial Owners of the 2006 Bonds.
The City, the Authority and the Trustee cannot and do not give any assurances that DTC
will distribute to Participants, or that Participants or others will distribute payments of principal
interest or any premium with respect to the 2006 Bonds paid to DTC or its nominee as the
registered Owner, or any redemption or other notices, to the Beneficial Owners, or that they will
do so on a timely basis or will serve and act in the manner described in this Official Statement.
The City, the Authority and the Trustee are not re,sponsible or liable for the failure of DTC or any
Participants tomake any payment or give any notice to a Beneficial Owner with respect to the
2006 Bonds or any error or delay relating thereto.
The City cannot and does not give any assurances that DTC Direct Participants or
Indirect Participants or others will distribute payments with respect to the 2006 Bonds received
by DTC or its nominee as the registered Owner, or any redemption or other notices, to the
Beneficial Owners, or that they will do so on a timely basis, or that DTC will service and act in
the manner described in this Official Statement.
The City may decide to discontinue use of the system of book-entry transfers through
DTC (or a successor securities depository).
requirements as may be in effect from time to time. Payments of principal, premium, if any,
interest and other payments evidenced by the 2006 Bonds to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the responsibility of
the District or the Trustee, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the 2006
Bonds at any time by giving reasonable notice to the City or the Trustee.
APPENDIX G
FORM OF CONTINUING DISCLOSURE CERTIFICATE
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H-1
APPENDIX H
FORM OF FINANCIAL GUARANTY INSURANCE POLICY
Fiscal Consultant's Report
South San Francisco
Merged Redevelopment
Project
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Prepared for:
The Redevelopment Agency of the
City of South San Francisco
400 Grand Avenue, 2nd Floor
South San Francisco, CA 94080
Seifel
CONSULTING INC.
221 Main Street
Suite 420
San Francisco CA
94105
415,618.0700
fax 415,618.0707
www.seifel.com
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IV. Certification and Limiting Conditions ................................................. IV-I
D. Projected Tax Increment Revenues to the Agency....................:................................................................... III-I 6
C. Historical Taxable Assessed Value Growth .................................,.............................,..............................,...,..III-6
B. Distribution of Property Taxes After Plan Adoption ......:.............................................. ..................................III-3
A. Establishing a Frozen Base.,....,..... "..................... .,...............,................... ,...."....., ........., ..................................III-l
Ill. Tax Increment Financing ............'......................................................... ill-I
D. Shearwater Redevelopment Project...,..,...,..,........,........,.,.............".,..,.,...,... ,................,.,....................,............ II-8
C. Gateway'Redevelopment Project.. ....".................... ................................., .................."" .........,.........,.......,....... II-7
B. EI Camino Corridor Redevelopment Project....... "........,'.........,.........,.",. ..........,.........., .,..".... '.".:...'......."'..... II-5
A. Downtown/Central Redevelopment Project ........,........, ,............. ..........,.. .....".......,.......", ,."......,. ..................... II-4
II. Description of the Project Areas ..........................................................., IT-I
A, Report Organization .....,........................,.........................."......................, ...................... ............"........,.,.........,.1-1
I. Introduction .. ..................... ..........,~..... ......... .......... ............... .................... 1-1
Table of Contents
Fiscal Consultant's Report
Redevelopment Agency of the City of South San Francisco
2006 Tax Allocation l:Non-Housing) Bonds
Table of Contents
Fiscal Consultant's Report
Redevelopment Agency of the City of South San Francisco
2006 Tax Allocation (Non-Housing) Bonds
(cont.)
Fi1!ures
Figure II-I Location and Boundaries of South San Francisco Merged Redevelopment Project Areas ......................... II-2
Tables
Table II-I Synopsis of Redevelopment Plans....................,........ ,.. ....................., ,........................., ........................, ,.,.. II-3
Table III-I Base Year and FY 2005/06 Incremental Assessed Values .......................................................................III-2
Table III-2 Historical Tax Increment Revenues, FY 2000/01 to FY 2005/06 .......................,....................................III-4
Table III-3 Estimated FY 2005/06 Property Tax Increment Revenue Components...................................................III_5
Table II1-4 Historical Taxable Assessed Value, FY 2000/01 to 2005/06 .......,........,.................................................III-7
Table III-5 Components ofFY 2005/06 Assessed Value of Merged Project Area ,................,.....,...........,...,............III-8
Table II1-6 FY 2005/06 Secured Roll by Land Use .................................................................................................. III-I 0
Table III-? Secured and Unsecured Assessed Value for Top Twenty Property Taxpayers, FY 2005/06............... III-II
Table II1-8 Summary of Resolved Assessment Appeals for FY 2005/06 Top Twenty Property Owners.............. III-14
Table III-9 Summary of Outstanding Assessment Appeals for FY 2005/06 Top Twenty Property Owners ......... III-I 5
Table III-I 0 Development Assumptions by Project Area.............................................................................,............, III-I 8
Table III-ll Cumulative Tax Increment Collected as of End ofFY 2004/05............................................................ III-20
Table III-12 Pass-through Payment Obligations ......,....,.............................,...............................".............................. III-23
TablelII-13 Tax Increment Revenues Projections through FY 2035/36 ..............................,.........,.......................... II1-26
Appendices
Appendix A. Merged Redevelopment Project Areas
Appendix B. Downtown/Central Original Project Area
Appendix C. Gateway Project Area
Appendix D. El Camino Corridor Project Area
Appendix E. Shearwater Project Area
Appendix F. Contractual Pass-through Obligations
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Chapter One:
Introduction
I. Introduction
The Redevelopment Agency of the City of South San Francisco ("Agency") is considering the issuance of
tax allocation bonds to support its continuing efforts to enhance the City's four established
Redevelopment Project Areas: the Downtown/Central, EI Camino Corridor, Gateway, and Shearwater
Project Areas (each a "Project Area" and called collectively, "Project Areas"). The Project Areas were
fiscally merged in 2005 for the purpose of pooling the tax increment revenue generated in each
Project Area for use in the same or other Project Areas, as authorized by the California Community
Redevelopment Law (CRL) , Please refer to the Official Statement for detailed information regarding the
proposed issuance.
The purpose of this Fiscal Consultant's Report is to provid(~ the following information on the four
Project Areas:
· Brief description,
· Historical taxable assessed valuation and tax increment revenue growth,
· Taxable assessed value of the twenty property owners with the greatest property value in the
combined Project Areas and any recent outstanding assessment appeals by these property owners, and
· Projected tax increment revenues to the Agency, based on assumptions outlined in the body of this
report.
Redevelopment under the CRL is California's primary state~-sponsored program to revitalize urban areas.
Redevelopment projects can only be adopted in areas detennined to be blighted in accordance with the
CRL. Blighting conditions were documented in the Downtown/Central, EI Camino Corridor, Gateway
and Shearwater Proj ect Areas when the individual Redevelopment Plans were adopted, as well as during
the 2005 Redevelopment Plan Amendment process, as required by the CRL. The general purpose of the
Agency's redevelopment program is to eliminate blighting conditions in the Project Areas.
A. Report Organization
This Fiscal Consultant's Report is organized into four chapters beginning with this Introduction.
Chapter II contains information about the Project Areas, including the goals stated in each Area's
Redevelopment Plan and a summary of activities undertaken by the Redevelopment Agency in each
Project Area. Chapter III includes a brief overview of tax increment fmancing, with information on
historical tax increment revenues, assessed values, and factors that could potentially impact the receipt of
future tax increment in the Project Areas. Chapter III also contains projections of future tax increment
revenues in the Project Areas and details the assumptions used in making those projections. Chapter IV
provides the certification of the Fiscal Consultant and the limiting conditions of this report. More detailed
information on the Project Areas and historic and projected assessed values and tax increment revenues
are provided in the Appendices.
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Chapter Two:
Description of the Project Areas
II. Description of the Project Areas
South San Francisco's four fiscally merged Project Areas together consist of approximately 1,260 acres of
commercial, industrial and residential uses in the City of South San Francisco. The City Council amended
South San Francisco's Redevelopment Plans for the Downtown/Central, EI Camino Corridor, Gateway,
and Shearwater Project Areas to fiscally merge all four Project Areas by Ordinances No. 1352-2005,
1353-2005, 1355-2005, and 1354-2005 respectively on May 25, 2005. This fiscal merger provides the
flexibility to combine revenues from the respective Project Areas to focus on the needs of a particular
Project Area, and to adjust that focus over time, so that the community's overall redevelopment needs can
be addressed in a more efficient and effective manner.
In addition to fiscally merging the four Project Areas, the 2005 Plan Amendment also:
· Combined fmanciallimits for the Project Areas ~ permitted by the CRL, including limits for
incurring debt and receiving tax increment revenue.
· Extended the time limits for exercising eminent domain authority over non-residential property in the
Downtown/Central Original and El Camino Corridor Original Project Areas.
Added territory to the Downtown/Central Original Project Area (referred to as the "Added Area").
· Enhanced and augmented each Project Area's Redevelopment Program to reflec.t current and
anticipated redevelopment needs, as appropriate.
Figure ll-l shows the location and boundaries of the four Project Areas. The Original Redevelopment
Plans and subsequent Amendments set forth a series of time and financial limits. These limits are
summarized in Table ll-l.
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t-rl
.-
I-l
'I
U1
. Downtown/Central Project Area
~ El Camino Conidor Project Area
. Shearwater Project Area
. Gateway Project Area
Source: South San Francisco Redevelopment
-
Agency
Agency.
II-2
Figure II-I
Location and Boundaries
South San Francisco Merged Redevelopment Project Areas
Table II-I
Synopsis of Redevelopment Plans
South San Francisco Redevelopment Agency
DowntownlCentrald EI Camino Corridor" Gateway Shearwater
Added Area . Orilrinal Area Original Area Added Area
Acres 97.1 558 175 79.6 176.2 174.5
Adopted 5/25/05 7/12/89 7/14/93 6/28/00 6/17/81 1/8/86
Eminent Domain 5/25/17 5/25/20171 5/25/20171 6/28/12 Expired Expired
Base Year FY 2004/05 FY 1988/89R FY 1992/93g FY 1999/00 FY 1980/81 FY 1985/86
Time Limit for Incurring Debt" 5/25/25 7/12/09 7/14/13 6/28/20 None None
Time Limit for Project Activitiesb 5/25/35 7/12/30 7/14/34 6/28/31 6/17/22 1/8/27
Time Limit for Tax Increment Receiptb 5/25/50 7/12/40 7/14/44 6/28/46 6/30/20b 1/8/37
Fiscal Limit for Tax Increment CollectionC None $796,000,000
Outstanding Indebtedness LimitC $15,000,000 $232 650 000
In March 2004, the City repealed the original time limit for incurring debt in Gateway and Shearwater, as provided by SB 211. As a result, the obligation for statutory
pass through payments began in FY 2004/05 in Gateway and will begin in FY 2006/07 in Shearwaler (for Gateway, the year following the year of repeal and,
in Shearwaler, after the original time limit would have been reached) for taxing entities without contractual pass through payments. Actual payments will begin in
Gateway if and when assessed value levels exceed those in the year that the time limit was repealed.
In March 2004, the City extended the redevelopment activity and tax increment collection deadline by one year in all four Project Areas, as" authorized by SB 1045.
Statutory pass through payments are not triggered by SB 1045 amendments.
In May 2005, the City passed a fiscal merger that combined the fiscal limit for tax increment collection and the amount of outstanding indebtedness for the existing
Gateway, Shearwater, El Camino Corridor and Downtown/Central Project Areas, The definitions of these fiscal limits differ in the individual redevelopment plans.
In the original Downtown/Centml Project Area, statutory pass through payments will begin for taxing entities without contractual pass through payments in the fiscal year
following the fiscal year when the tax increment collection for the Project Area exceeds $248 million.
In the El Camino Corridor Original Project Area, statutory pass through payments will begin for affected taxing entities without contractual pass through payments in the
fiscal year following the fiscal year when the tax increment collection for both the original El Camino Corridor Project Area and the El Camino Corridor Added Area exceeds
$300 million.
a,
b.
c.
d.
e.
;0
......
"l
(t\
through June 24, 2017,
1993/94 respectively, the plans became effective
Areas
and El Camino Corridor Original Project
989/90 and
f. In May 2005, the City extended the timeframe for eminent domain in the Downtown/Central
twelve years from the effective date of the May 25, 2005 ordinance.
g. Although the Downtown/Central Original and El Camino Corridor Original plans were adopted in fiscal years
before August 20th, qualifYing them for the prior year base year and base year assessed value,
h. Per agreement made with the County of San Mateo before the 2005 Amendment and Fiscal Merger,
end ofFY 2019/20.
Original
stop receiving tax increment at the
Area wi
the Gateway Project
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Promote the Downtown area as the fmancial hub, encouraging existing institutions to expand both
physically and with related services.
Eliminate blight through abatement or code compliance, reconstruction and assembly of parcels into
more developable sites for more desirable uses.
Improve public parking, other public facilities, services, utility lines, lighting, public safety and public
transportation.
Create a pedestrian environment to encourage multiple stops by visitors and more frequent visits to
the Downtown.
Emphasize and highlight the existing architectural style and scale through rehabilitation and
renovation of historic structures and encouraging infill development that relates to existing structures.
Expand and upgrade the housing opportunities in the community to eliminate blight and improve
housing stock and standards for the present population.
Promote new and continuing private sector inves1ment within the Project Area to prevent the loss of
and to facilitate commercial and industrial activity.
Achieve an environment reflecting a high level of concern for architectural, landscape, and urban
design and hind use principles appropriate to attainment of the objectives of the Redevelopment Plan.
Retain and expand as many existing businesses as possible by means of redevelopment and
rehabilitation activities and by encouraging and assisting the cooperation and participation of owners,
businesses and public agencies in the revitalization of the Project Area.
The goals and objectives of the Amended Downtown/Central Redevelopment Plan include:
Expand the retail component of the Downtown, provide diversification of offerings and encourage
major outlets as a draw to new shoppers.
· Continue support of the various cultural and civic uses that provide major anchors, stressing special
events that draw new attendees. .
The 2005 Plan Amendment added approximately 97 acres to the Downtown/Central Project Area. The
Downtown/Central Added Area is generally bounded by the San Francisco Bay shoreline to the north,
south and east, and Oyster Point Boulevard and Marina Boulevard to the west. As the Downtown/Central
Added Area is very new, it does not have an established financial track record. For this reason, its tax
increment generation will not be evaluated as part of this report. Instead, the strength of the four
Project Areas exclusive of the Downtown/Central Added Area will be analyzed, and bond coverage is
projected based on these areas irrespective of any tax increment revenue that may accumulate from the
Added Area.
A. Downtown/Central Redevelopment Project
The SS8-acre Downtown/Central Original Project Area was established in 1989 to address concerns about
deteriorating physical and economic conditions in the Project Area. The City adopted the Original
Redevelopment Plan in order to help the Project Area adjust to new economic and technological realities
that had brought about a decline in its usefulness as an industrial center. The Original Project Area was
composed of nine subareas and included the downtown, portions of the shoreline area, the Bayshore
freeway overpass and Colma Creek.
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.
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.
Provide for increased sales, business license, and other fees, taxes and revenues to the
City of South San Francisco.
Encourage maximum participation of residents, business persons, property owners, and community
organizations in the redevelopment of the Project Area.,
Create and develop local job opportunities and preserve the area's existing employment base.
Replan, redesign and develop areas that are stagnant or improperly used.
Reduce the City's annual costs of providing local services to and within the Project Area.
Promote Downtown's vitality and economic well being and its presence as the City's center.
Encourage development of Downtown as a mixed use activity center with retail and visitor-oriented
uses, business and personal services, government and professional offices, civic uses, and a variety of
residential types and densities.
Provide incentives for infill development, intensification and reuse of currently underutilized sites.
Enhance linkages between Downtown and transit centers, and increase street connectivity with the
surrounding neighborhoods.
.
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.
.
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.
.
The South San Francisco Redevelopment Agency has undertaken public infrastructure, parking and
public facility improvements, economic development, property acquisition, and affordable housing
activities in the Downtown/Central Project Area since the adoption of the Redevelopment Plan. These
include fayade improvement, seismic retrofit and other rehabilitation of buildings; landscaping, street,
circulation and public utility improvements; toxic remediation; property acquisition and disposition;
parking development and meter upgrades; fire station, day care facility, health clinic and library
development; facilitation of biotechnology and office building development; Single Room Occupancy
(SRO) hotel rehabilitation; low income homeowner programs; affordable housing development; plans for
the Caltrain Station; and implementation of the Downtown strategy.
Redevelopment proj ects have been key factors in stimulating the development of research and
development and high-tech industrial uses east of U.S. Highway 101. The Britannia Pointe Grand
Business Park has played a large role as a biotechnology complex and has attracted many companies to
the area. Over 900,000 square feet of new commercial, office, research and development, and retail
facilities are currently being developed in the Project Area.
B. EI Camino Corridor Redevelopment Project
The 175-acre EI Camino Corridor Original Project Area is located in the northern part of
South San Francisco, west of the Downtown/Central Project Area. The EI Camino Corridor Project Area
is bounded by Hickey Boulevard to the north, Chestnut Avenue to the south, Grand A venue to the east
and EI Camino Real to the west. The El Camino Corridor Redevelopment Plan was originally adopted in
1993 in response to the planned BART extension through South San Francisco.
The 2000 EI Camino Corridor Plan Amendment added approximately 80 acres to the
Original Project Area, creating a 255-acre Amended Project Area. The EI Camino Corridor Added Area
consists of two noncontiguous areas, Area A and Area B. Area A is bounded by Chestnut Avenue and
Commercial Avenue to the north, the northern boundary of the South San Francisco High School to the
south, the BART right-of-way and Orange Park to the east, and EI Camino Real to the west. It contains a
mixture of uses, including residential, institutional and commercial retail.
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Upgrade and expand recreational areas and open space.
Assist in the revitalization of the Willow Gardens neighborhood.
Develop more east-west crossings on El Camino Real that connect the City's neighborhoods, and a
continuous parallel street on the eastside to provide alternative travel routes.
Develop EI Camino Real as a boulevard that accommodates its role as a regional corridor but with
streets cape and development that provide identity to the street.
Encourage development of a mix. of uses, with pockets of concentrated activity that provide focus and
identity to the different parts of EI Camino Real.
Develop the South San Francisco BART station area as a vital pedestrian-oriented center, with
intensity and mix of uses that complement the area's new role as a regional center.
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The goals and objectives of the Amended El Camino Corridor Redevelopment Plan include:
· Eliminate and prevent the spread of blight, non-conforming uses and deterioration and conserve,
rehabilitate and redevelop the Project Area in accordance with the General Plan, future specific plans,
the Redevelopment Plan and local codes and ordinances.
· Achieve an environment reflecting a higher level of concern for architectural, landscape, urban design
and land use principles appropriate for attainment of the objectives of the Redevelopment Plan and
the General Plan.
· Control unplanned growth by guiding revitalization, rehabilitation and new development in such
fashion as to meet the needs of the Project, the City and its citizens.
· Reduce the City's annual costs for the provision of local services to and within the Project Area.
· Increase sales, business licenses and other fees, taxes and revenues for the City.
· Promote new and continuing private sector investment within the Project Area to prevent the loss of
and to facilitate the increase of commercial sales activity.
· Create and develop local job opportunities and preserve the area's existing employment base.
· Develop a spectrum of housing types affordable to various segments of the community in a manner
consistent with the Housing Element of the General Plan and the provisions of the Redevelopment
Law.
· Eliminate or ameliorate existing substandard conditions, including substandard vehicular circulation
and parking systems, inadequate infrastructure, insufficient off-street parking, and other similar
public deficiencies adversely ~ffecting the Project Area.
· Present and create civic, cultural and educational facilities and amenities as catalysts for area
revitalization.
AreaB is a residential area bounded by First Lutheran Church to the north, Nora Way to the south,
Susie Way to the east and Willow Avenue to the west. The driving forces behind the addition of this area
were to catalyze commercial development along the El Camino Real commercial corridor and to
revitalize the Willow Gardens residential neighborhood.
The Agency has undertaken public infrastructure, public facilities, economic development, property
acquisition, and affordable housing activities in the El Camino Corridor Project Area since the adoption
of, and amendment to, the Redevelopment Plan. These include traffic and circulation improvements and
analysis, street upgrades throughout the Project Area, facilitation of the Costco Wholesale retail
development and related improvements, completion of a transit oriented development plan for the BART
station area, and assistance with mixed use and affordable housing developments throughout the
Project Area.
The BART extension and Agency redevelopment activities are beginning to catalyze mixed use transit
oriented development around the BART station. Residential and mixed use developments have been
proposed for this area. Costco Wholesale developed a 150,000 square foot retail store on the former
Macy's warehouse site, and the former McLellan Nursery was redeveloped with market rate and
affordable housing. Fairfield Development's "Transit Village," is under construction near the BART
station. This project will yield over 350 new housing units, 20 percent of which will be offered at below
market rate rents, and 23,000 square feet of retail space.
c. Gateway Redevelopment Project
The Gateway Redevelopment Project Area, adopted in 1981, consists of approximately 175 acres of
formerly industrial sites, railroads, streets and highways. The Project Area is located immediately south of
the Shearwater Project Area, adjacent to portions of the Downtown/Central Project Area, and east of
U.S. Highway 101. The Redevelopment plan was adopted in order to insure maximum utilization of the
land within the Project Area.
The goals and objectives of the Gateway Redevelopment Plan include:
· Eliminate blight and blighting influences.
· Replan, redesign and develop a large area suffering from obsolete plant facilities.
· Establish and implement performance criteria to assure high site design standards and environmental
quality so as to provide unity and integrity to the entire site.
· Strengthen the economic base of the Project Area and the community by installing public
improvements needed to stimulate new office/hotel and commercial development, employment and
economic growth.
The Agency has completed public infrastructure, public facilities and economic development activities in
the Gateway Project Area since the adoption of the Redevelopment Plan. These include numerous traffic
and circulation improvements to Oyster Point Boulevard, fire station upgrades and facilitation of
childcare facilities, and biotechnology and office facility development.
Several office and high-tech industrial buildings and hotels have been developed in the Project Area,
including the Gateway Business Park. A large concentration of biotechnology companies has located to
the Gateway Area, occupying complexes such as the Britannia Biotechnology Center and Gateway
Technology Center. Approximately 120,000 square feet of new office and research and development
space is currently underway in the Project Area.
South San Francisco Redevelopment Agency
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Seifel Consulting Inc.
December 2005
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11-8
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The Agency has completed public infrastructure, public facilities and economic development activities in
the Shearwater Project Area since the adoption of the Redevelopment Plan. These include numerous
traffic and circulation improvements to Oyster Point Boulevard and other streets throughout the
Proj ect Area, facilitation of biotechnology and office facility development and adoption of a new
Bay West Cove Specific Plan, which will promote further development of hotels, offices, businesses, and
professional services in the Project Area. New development underway in the Project Area includes
approximately 100,000 square feet of office space, 150,000 square feet of retail and wholesale uses and
smaller amounts of retail, childcare, and restaurant space.
The goals and objectives of the Shearwater Project Area are to:
o Eliminate and prevent blight and deterioration and redevelop the Project Area in accordance with the
General Plan, specific plans, the Redevelopment Plan and local codes and ordinances.
o Eliminate or ameliorate certain environmental deficiencies, including substandard vehicular
circulation systems; disposal or handling of hazardous materials; inadequate water, sewer and storm
drainage systems; and other similar public improvements, facilities and utilities deficiencies adversely
affecting the Project Area.
o Achieve an environment reflecting a high level of concern for architectural, open space, landscape,
and urban design and land use principles appropriate for the attainment of the objectives of the
Redevelopment Plan.
o Replan, redesign and develop undeveloped/vacant areas that are stagnant or improperly utilized.
o Encourage investment by the private sector in the development and redevelopment of the
Project Area by eliminating impediments to such development and redevelopment.
o Create and develop local job opportunities to replace the Project Area's defunct employment base.
o Provide for increased sales, business license, hotel occupancy and other fees, taxes and revenues to
the City.
o Establish a conference center to serve the needs of San Mateo County and the surrounding areas.
o Create increased cultural and recreation opportunities for visitors as well as area residents,
particularly maximizing the potential offered by the waterfront.
o Expand the community's supply of housing including opportunities for low and moderate income
households.
D. Shearwater Redevelopment Project
The 175-acre Shearwater Redevelopment Project Area is located in the northeastern portion of
South San Francisco, north of Oyster Point Boulevard, east of U.S. Highway 101, and south and west of
the San Francisco Bay shoreline. The Shearwater Redevelopment Plan was adopted in 1986 to address a
series of interrelated physical and economic problems, the majority of which stemmed from the closing of
the U.S. Steel manufacturing plant in the Project Area in 1983.
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Chapter Three:
Tax Increment Financing
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December 2005
1 A discrepancy exists between County and Agency records regarding the base year and base year assessed value in the
Shearwater Project Area. The base year that the County has on file is a year earlier than is shown in Table ill, while the base
year displayed in Table ill-I is correct given the timing of plan adoption by the Agency. The base year assessed value provided
in Table ill-I is the one used by the San Mateo County Office of the Controller, as this value is used to calculate incremental
tax revenues. (See Table ill-I, footnote "A" for more information,) The County currently has no plans to adjust the base year or
base year assessed value that it uses to calculate incremental tax revenues,
South San Francisco Redevelopment Agency llI-l
Fiscal Consultant's Report
The fIrst major step in the implementation of a tax increment financing program is accomplished at the
time of redevelopment plan adoption. At the time of adoption, the total value of taxable property within a
project area's boundaries is determined and a base year for tax increment pUrposes is established.
Although this tax roll is formally called "the base year assessment roll," it is more commonly called the
"frozen base." The establishment of a frozen base provides for a segregation of assessed values between
existing values and enhanced values deriving from future redevelopment of a project area. Table lli-1lists
the base year and base assessed values for the individual Project Areas that have been fIscally merged by
their component parts, with the aforementioned exception of the Downtown/Central Added Area.l The
EI Camino Corridor Project Area has different base years and assessed values for the Original Area (the
portions of the Project Area adopted in 1993) and the Added Area (the portions of the Project Area added
during the 2000 Plan Amendment).
A. Establishing a Frozen Base
The purpose of this Chapter is to document the Agency's historical receipt of tax increment revenues, as
well as to project future receipt of tax increment revenues to the Agency through the end of the eligible
year for each Project Area. The following sections explain how tax increment revenues are determined,
describe historical tax increment revenues for the merged Project Areas and project future tax increment
revenues that can be used to repay Agency indebtedness. Given that the Downtown/Central Added Area
has only existed since May 2005, no tax increment has been generated by this Added Area, and tax
increment will not be generated until FY 2007/08. Thus, no tax increment from the Added Area is
analyzed or projected as coverage for the bonds. Instead, the strength of the four Project Areas exclusive
of the Downtown/Central Added Area is analyzed, and the debt service coverage for the bonds will be
based solely on tax increment generated by these four Project Areas.
Redevelopment is California's primary State-sponsored program to revitalize urban areas. Tax increment
financing is authorized under the Community Redevelopment Law (CRL) and Article 16, Section 16 of
the California Constitution. It enables redevelopment agencies to receive the portion of property tax
revenue generated from the increase in the current year taxable assessed values over the base year taxable
assessed values in a project area (assessed values that existed at the time of the project area's adoption);
The CRL provides that the tax increment revenue may be pledged by the Agency for the repayment of
Agency indebtedness.
III. Tax Increment Financing
Table ill-I
Base Year and FY 2005/06 Incremental Assessed Values
South San Francisco Merged Redevelopment Project Areas
Average Annual
% Increase Over
Base Year
FY 2005/06
Incremental
Assessed Value
908
FY 2005/06
Assessed Valueb
10.6%
15.9%
14.1%
5.5%
$1,154,772,805
$602,625,106
$240,645,979
$53,795,947
$311,532,115
$2.363.371.952
Base Year
1988/89
1980/81
Base Year
Assessed Value"
$230,960,897
$14,984,252
$49,316,048
$39,097,325
$3.638.353
1992/93
1999/00
inal
~
Downtown/Central
Gateway
EI Camino l
EI Camino,
Shearwater
Total
a. Base Year Assessed Values are those used by the San Mateo County Office of the Controller to calculate Incremental Assessed Value.
As explained in the footnote on page III-I, the Shearwater base year assessed value utilized by the County in order to calculate tax increment
is the assessed value for FY 1984/85. The assessed value for FY 1985/86 is $3,443,343, $195,010 less than the County's figure. If the
County began to use the FY 1985/86 value, the Agency would receive more tax increment than it already does, roughly $1,950 more per
year (1 % of the difference in incremental value).
b. Assessed Values are those presented to the South San Francisco Redevelopment Agency as the total value of assessable property within
the Project Areas in FY 2005/06 according to the County Assessment Roll
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San Mateo County Assessor's Office.
Seifel Consutling Inc.
December 2005
Agency, San Mateo County Office of the Controller,
III-2
Source: South San Francisco Redevelopment
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
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Seifel Consulting Inc.
December 2005
III-3
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
The Redevelopment Agency is in the process of receiving tax increment from the Project Areas for
FY 2005/06. In October 2005, the San Mateo County Controller estimated the FY 2005/06 property tax
increment revenues generated by the South San Francisco Redevelopment Project Areas prior to payment
of County administrative fees, as shown in Table Ill-3.
Table Ill-2 shows the tax increment generated over th.e past five years by the individual Project Areas that
have been fiscally merged. Detailed historical data for the individual Project Areas is provided in
Appendix B for the Downtown/Central Original Project Area, Appendix C for Gateway Project Area,
Appendix D for the EI Camino Project Area, and Appendix E for the Shearwater Project Area.
Appendix A provides a summary of the projected tax increment in the fiscally merged Project Areas.
Please refer to Section D of this chapter for further discussion of Agency obligations related to tax
increment revenues.
The increased property taxes generated from the incremental taxable assessed value constitute the
"tax increment." The tax increment is allocated to the sponsoring redevelopment agency to be used to
implement redevelopment programs. The agency may pay for the redevelopment programs on an ongoing
(pay as you go) basis, or it may borrow funds (issue bonds) to be repaid by future tax increment revenues.
B. Distribution of Property Taxes After Plan Adoption
Following adoption of a redevelopment plan, all of the entities that levy taxes in the project area, such as
the county, city, school districts, and special assessment districts, continue to receive all property tax
revenues attributable to the base assessed value (frozen base). Redevelopment stimulates new
construction and higher property values within a project area over time. The difference between the
current year taxable assessed value and the base assessed value is the "incremental taxable assessed
value." The FY 2005/06 incremental assessed values for the individual Project Areas that have been
fiscally merged are summarized above in Table Ill-I.
Table 111-2
lfistorical Tax Increment Revenues,aFY 2000/01 to FY 2005/06
South San Francisco Merged Redevelopment Project Areas
Average
Annual
Growth
22.1%
8.9%
21.7%
14.0%
30.0%
18.1%
FY 2005/06b
$9,250,427
$5,914,629
$1,940,872
$147,986
$3,082,515
$20.336.429
FY 2004/05
$7,580,682
$5,997,799
$1.681.923
FY 2003/04
$6,898,413
$6,119,191
$1.504.782
FY 2002/03
$6,143,837
$6,599,155
$1.360.959
FY 2001/02
$6,790,798
$4,558,687
$1.390.333
FY 2000/01
$3,413,960
$3,865,022
$726.094
$57,235
$2,766,195
$18.083.833
$110,489
$2,222,220
$16.855.094
$99,766
$761,473
$14.965.190
N/A
$1,021,698
$13.761.516
N/A
$829,602
$8.834.678
Project Area
Downtown/Central Orieinal
Gateway
EI Camino Original
EI Camino Added"
Shearwater
Total
a. Includes payments from the secured and unsecured rolls, supplemental payments and unitary.taxes. Figures do not reflect deduction of County administrative fees.
b. FY 2005/06 figures are estimates provided by the San Mateo County Office of the Controller in October 2005.
c. The EI Camino Added Project Area was adopted in FY1999/00 and first generated tax increment in FY 2002/03
Seifel Consutling Inc.
December 2005
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller,
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South San Francisco Redevelopment Agency
Fiscal Consultant's Report
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a. FY 2005/06 figures are estimates provided by the San Mateo County Office of the Controller in October 2005.
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report III-5
Seifel Consulting Inc.
December 2005
Estimated Tax Increment
Secured and
Proiect Area Unsecured. U nitarv Total
Downtown/Central Orh!inal $9238.119 $12308 $9.250.427
Gatewav $5 876.408 $38221 $5914.629
EI Camino Ori2inal $1 939.686 $1186 $1 940.872
EI Camino Added $147.986 $0 $147,986
Shearwater $3.078.937 $3 578 $3 082515
Total $20.281.136 $55.293 $20 336.429
Table ill-3
Estimated FY 2005/06 Property Tax Increment Revenue ComponentsR
South San Francisco Merged Redevelopment Project Areas
C. Historical Taxable Assessed Value Growth
This section describes factors that impact tax increment revenues. It includes discussions of the historical
rate of increase in assessed values, components of assessed property, the largest property owners, and
assessment appeals.
1. Rate of Increase in Assessed Values
The taxable assessed value of the Project Areas has increased since their Redevelopment Plans were
adopted. Table ill-4 summarizes the taxable assessed value for the last five years and the present year
and provides the percentage increase in assessed value for each of the Project Areas over that time period.
2. Components of Locally Assessed Property
The total taxable assessed value is comprised of three components of locally assessed properties:
· Secured Roll
· Unsecured Roll
· State-Assessed (Non-Unitary) Roll
The secured roll includes property on which any property tax levied by the County becomes a lien on that
property. The value of improvements and/or personal property held onsite by the owner of a parcel also
appears on the secured roll. The unsecured roll typically includes the value of tenant improvements,
personal property or possessory interest,2 The State-Assessed (Non-Unitary) Roll ("State Board")
includes public utility property or other property assessed by the State Board of Equalization (SBE).
The total FY 2005/06 taxable assessed value in the Merged Project Areas is $2.4 billion. Table ill-5
summarizes the FY 2005/06 components of the taxable assessed value for the South San Francisco
Project Areas. The secured roll is the major contributor to total assessed value in the Project Areas, while
the unsecured roll accounts for less than one-sixth of the total value. Only the Downtown/Central and
Gateway Project Areas include significant State Board Assessed Value, which accounts for less than one
percent of all value in the Project Areas. Detailed historical figures for the Downtown/Central Original,
Gateway, El Camino Original and Added, and Shearwater Project Areas are presented in Appendix
Tables B-1, C-l, D-la, D-lb, and E-1, respectively.
2 Possessory interest taxable values are private property interests in publicly owned real property or long-term leasehold interests.
A possessory interest constitutes a private right to the possession and use of publicly owned property for a period of time less
than perpetuity.
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December 2005
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Average
Annual
Proiect Area FY 2000/01 FY 2001/02 FY 2002/03 FY 2003/04 FY 2004/05 FY 2005/06 Growth
Downtown/Central Oril!inal $550793 961 $782 573 079 $893.853.799 $947.301.083 $989.087.932 $1 154772 805 16.0%
Gatewav $416574592 $452.148.480 $671.441.440 $648.048.700 $611.181.743 $602 625 106 7.7%
EI Camino Oril!inal $121.766.019 $217.614.969 $230.023.755 $202914753 $215.681496 $240 645 979 14.6%
EI Camino Added N/A. N/A $43.532.572 $47.440.903 $49.015.387 $53 795 947 4.3%
Shearwater $87.948.659 $105377991 $155.421 299 $225540.744 $292753 101 .$311 532 115 28.8%
Total $1.177.083.231 $1 557714519 $1.994.272.865 $2.071.246.183 $2 157719659 $2363371.952 15.0%
Table 111-4
Historical Taxable Assessed Value,3FY 2000/01 to 2005/06
South San Francisco Merged Redevelopment Project Areas
Table 111-5
Components of FY 2005/06 Assessed ValueR
South San Francisco Merged Redevelopment Project Areas
Secnred State
Project Area Plus HOPTRb Unsecured Board Total
Downtown/Central Ori2inal $947,339,828 $203,795,874 $3,637,103 $1,154,772,805
Gateway $441,419,846 $160,202,949 $1,002,311 $602,625,106
EI Camino OriJ;?;inal $234,017,858 $6,571,183 $56,938 $240,645,979
EI Camino Added $51,190,607 $2,605,340 $0 $53,795,947
Shearwater $301,908,370 $9,623,745 $0 $311 ,532, 115
Total . $1,975,876,509 $382,799,091 $4,696,352 $2,363,371,952
% of Total Assessed Value 83.6% 16.2% 0.2% 100.0%
Agency as the total value of assessable property
a. Assessed Values are those presented to the South San Francisco Redevelopment
within the Project Areas according to the County Assessment Roll
b. HOPTR is the homeowners property tax reimbursement.
Seifel Consulting Inc.
December 2005
Source; South San Francisco Redevelopment Agency, San Mateo County Office of the Controller.
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Fiscal Consultant's Report
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3 This analysis was based on data obtained from MBIA MuniServices Company, the San Mateo County Assessor, and the
City of South San Francisco for secured and unsecured property values within the merged project areas.
4 Assessment appeals on supplemental assessments, escape assessments and cancellation of taxes are excluded from the analysis
of outstanding assessment appeals. No revenues from supplemental or escape assessments are included in the tax increment
projections.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
II1-9
Seife1 Consulting researched the status of outstanding appeals on regular assessments filed by the
20 largest secured and unsecured property taxpayers in the fiscally merged Project Areas between
FY 2002/03 and November 2005.4 The Assessment Appeals Database (County database) was provided by
the San Mateo County Assessor's Office and analyzed by Seifel Consulting during November 2005.
5. Assessment Appeals
Taxable property values determined by the San Mateo County Assessor may be subject to an appeal by
the property owner. Assessment appeals are filed annually with the San Mateo County Assessment
Appeals Board for a hearing and resolution. At the time of filing, applicants are required to provide an
opinion of value on the property assessments being appealed. The resolution of an appeal may result in a
reduction of the Assessor's original taxable value and a tax refund to the applicant/property owner.
However, the filling of an assessment appeal does not necessarily mean that the taxable value of the
subject property will be changed to the assessee's opinion of value. An appeal may be withdrawn by an
applicant, denied by the Assessment Appeals Board, or adjusted to an amount higher than the assessee's
opinion of value.
In the merged Project Areas, the aggregate total secured and unsecured assessed value of the top
20 property owners was $1.4 billion, or 56 percent of the total secured and unsecured taxable assessed
value of the fiscally merged Project Areas. Table IIl-7 summarizes the taxable assessed values of the
20 largest taxpayers in the Project Areas and the general use of their properties.
4. Twenty Largest.Property Owner,s
The 20 largest property owners in the fiscally merged Project Areas were identified through an analysis of
the San Mateo County Assessor's data on taxable valuations of secured and unsecured parcels in
FY 2005/06.3
3. Composition of Assessed Value by Land Use
Table ill -6 shows the composition of assessed value for the FY 2005/06 secured roll in the fiscally
merged Project Areas. As indicated in the Table, approximately 51 percent of secured assessed value is
comprised of industrial land uses, 24 percent is commercial land use, 19 percent is residential, and
5 percent is vacant. Small percentages of institutional" recreational, and miscellaneous other land uses
make up the remaining secured assessed value.
Table 111-6
FY 2005/06 Secured Value by Land Use
South San Francisco Merged Redevelopment Project Areas
% of Total Secured
Land Use Parcels Secured Value Value
Industriae 219 $1,009,756,726 51.15%
Commercial 239 $481,114,084 24.3 7%
Residentialb 463 $368,282,874 18.65%
Vacant 79 $104,481,652 5.29%
Miscellaneous 37 $5,429,064 0.27%
Recreational 9 $3,466,196 0.18%
Institutional 13 $1,556,212 0.08%
Agricultural 1 $213,301 0.01%
Total" 1,060 $1,974,300,109 100.00%
a. Industrial category includes Office and Office/Research and Development land uses.
b. Residential category includes hotels. All residential uses in Gateway and Shearwater
Project Areas are hotels. Downtown/Central and El Camino Original Project Areas also
include some hotel uses.
c. Total Secured Value does not match totals shown in other tables due to inclusion or
exclusion of exemptions and State Board assessed value, as well as timing of assessor roll data.
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December 2005
Company (November 2005)
1II-1O
MBIA MuniServices
South San Franciso RedevelopmentAgency
Fiscal Consultant's Report
Source:
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
ill-I
Seifel Consulting Inc.
December 2005
Source:
a. "Vacant" refers to undeveloped land, rather than vacant existing structures.
b. Given the nature of the research performed at Genentech, a significant portion of the total assessed value ofthe Genentech property
personal property/improvements owned by the land owner.
c. The total Assessed Value of the Project Areas includes Secured (including HOTPR), Unsecured and State Board Assessed Values.
MBIA MuniServices Company (September 2005), San Mateo County Assessor (November 2005).
~
.~
~
1.0
W
. Pro er
i Genentech Inc. - -
2 Slough BTC LLC
3 Britannia Pointe Grand LP
4 Gateway Center LLC DE
5 Gateway Boulevard LLC
6 ARE San Francisco LLC
7 BP Gateway Center
8 HPTM II Properties Trust
9 Exetixis Inc
10 Cytokinetics
11 Slough SSF LLC DE
12 Theravance Inc
13 Rouse Associates
14 Costco Wholesale Corp
15 Blue Line Transfer Inc
16 Fe1cor CSS Holdings LP
17 Britannia Biotech Gateway LP
18 Elan Pharmaceuticals Inc
19 CF Gateway LLC DE
20 CPRE 1 SSF LLC _
Total for Top 20 Property Taxpayers
Percent Distribution of Secured and Unsecured Value
Total Assessed Value of Proiect Areas'
Secured
$304,899,179
$196,737,161
$146,979,572
$72,500,000
$51,931,386
$47,500,000
$44,000,000
$43,574,265
$0
$0
$38,376,232
$0
$35,417,077
$32,127,090
$33,132,563
$33,240,573
$32,967,149
$0
$29,003,428
$28,950.000
$1,171,335,675
88.5%
$1.975.876.509
Uusecured
$0
$0
$0
$0
$0
$0
$0
$0
$42,537,260
$39,848,829
$0
$37,434,805
$0
$3,014,758
$291,673
$0
$0
$29,649,347
$0
$0
$152,776,672
11.5%
$382.799.091
TotalAV
$304,899,179
$196,737,161
$146,979,572
$72,500,000
$51,931,386
$47,500,000
$44,000,000
$43,574,265
$42,537,260
$39,848,829
$38,376,232
$37,434,805
$35,417,077
$35,141,848
$33,424,236
$33,240,573
$32,967,149
$29,649,347
$29,003,428
$28.950.000
$1,324,112,347
100.0%
$2.363.371.952
ikely equipment Such equipment would be included in the secured roll,
100.0%
% of Total A V in
Project Ar~
12.9%
8.3%
6.2%
3.1%
2.2~~
2.0%
1.9%
1.8%
1.8%
1.7%
1.6%
1.6%
1.5%
1.5%
1.4%
1.4%
1.4%
1.3%
1.2%
1.2%
56.0%
General Use'
Office, R&D
Office. R&D
Office, R&D
Commercial, Office, R&D
Office, R&D
Industrial, Office, R&D
Commercial, Office, R&D
Hotels, Motels
Office, R&D
Office, R&D
Vacant, Office, R&D
Office, R&D
Vacant, Office, R&D
Commercial, Wholesale Outlets
Industrial, Light Manufacturing
Hotels, Motels
Vacant, Office, R&D
Office, R&D
Commercial, Office, R&D
Commercial, Office
Pro! ect Area
Downtown/Central, Shearwater
Shearwater
Downtown/Central
Gateway
Gateway
Downtown/Central
Gateway
Shearwater
Downtown/Central
Downtown/Central
Downtown/Central
Gateway
Gateway
EI Camino
Downtown/Central
Gateway
Gateway
Gateway
Gateway
Do
as
the case with aJl
Table 111-7
Secured and Unsecured Assessed Value for Top Twenty Property Taxpayers, FY 2005/06
South San Francisco Merged Redevelopment Project Areas
There are two types of appeals of regular assessments. The first is typically referred to as a
"Proposition 8" appeal, and it applies to situations where the property owner contends that the current fair
market value is less than the assessed value for the current tax year. The Assessor may grant a temporary
reduction, but such a reduction only applies to the year in which the appeal is filed. The base year value of
the property is not changed, and the value may be increased to the indexed base year value in future years.
A significant proportion of the appeals filed by the top 20 property owners are Proposition 8 appeals,
often filed for multiple years on the same parcel. The second type applies to appeals that would lower the
value of the property as of the date of a change in ownership or the completion of new construction. The
change in ownership or new construction triggers a reappraisal and changes the base year value of the
property. Any relief granted in this circumstance will affect the value ofthe property for future years.
According to the County database, multiple appeals have been filed for a number of properties during the
same year or over multiple years. For example, Genentech Corporation filed seven appeals on a single
parcel in Appeal Year 2003 (FY 2003/04), filed two additional appeals on the same parcel in Appeal
Year 2004, and filed another appeal on the parcel in 2005. Where multiple appeals for the same property
remained outstanding, Seifel Consulting Inc. based the analysis of outstanding assessment appeals on the
appeal that, if the taxable value of the property were reduced to the applicant's opinion of value, would
result in the largest reduction in assessed value.
Table ill-9, on page III-15, summarizes current outstanding assessment appeals showing the County's
reported taxable value being appealed, the assessee's opinion of value, the maximum proposed reduction
in value as requested by the applicant, the percentage reduction in value if the taxable value were reduced
to the full amount of the applicant's request, and an estimate of the probable actual reduction in value
from all outstanding appeals. This estimate of the probable reduction in value is derived from analysis of
past resolved appeals. Seifel Consulting Inc. analyzed resolved assessment appeals. filed by the top 20
property owners during the past four years (Appeal Years 2002 through 2005), as further discussed
below. 5 Table III-8 summarizes this analysis of resolved appeals, indicating the original assessed property
value, the reduction in value requested, the actual resolved reduction in value, and the amount of the
resolved reduction in value as a percentage of the requested reduction.
For assessment appeals filed in Appeal Year 2002,15 appeals filed by the top 20 property owners have
been resolved. Twenty percent of these appeals were withdrawn, and the remaining 80 percent were
resolved with a reduction in assessed value. The total reduction in value of resolved appeals was
approximately $60 million, representing a 13.1 percent reduction in the value of the properties that were
appealed. For Appeal Year 2003, 41 appeals filed by the top 20 property owners have been resolved.
Eighty percent of the appeals were withdrawn, and the remaining 20 percent were resolved with a .
reduction in assessed value. The total reduction in value of resolved appeals was $87.2 million,
representing an 8.9 percent reduction in the total original assessed value of the properties appealed.
F or Appeal Year 2004, 25 appeals filed by the top 20 property owners have been resolved.
Seventy-two percent of these appeals were withdrawn, and 28 percent were resolved with a reduction in
assessed value. The aggregate reduction in value of resolved appeals was $44 million, representing a
6.1 percent reduction in the total original assessed value of the properties appealed.
5 Ibid. No appeals filed in Appeal Year 2005 have been resolved.
South San Francisco Redevelopment Agency IIl-12
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6 As noted ~bove, this analysis excludes multiple appeals on the same property. Excluding duplicate appeals, no outstanding
appeals remain from Appeal Years 2002 and 2003.
7 Tax refund calculated based on the overall property tax rate of one percent
South SaJi Francisco Redevelopment Agency IlI-13
Fiscal Consultant's Report
The Redevelopment Agency of the City of South San Francisco has also created a reserve account of
$650,000 to address potential impacts of assessment appeals in the Gateway Project Area, and a reserve
account of $2,787,000 to address potential impacts of assessment appeals in the Downtown/Central
Project Area. Total amount of reserve accounts is $3.4 million, and this is significantly larger than the
estimated potential tax reduction of approximately $600,000 in 2004 and 2005. As a result of the data and
analysis described above as well as the new development underway in the project areas, the tax increment
projections for the South San Francisco Merged Project Areas assume 2 percent annual growth in secured
assessed value and no increase in assessed value due to new development or property reassessments.
Although reductions in assessed property value due to resolution of outstanding assessment appeals could
lower the assessed value of the Project Areas, the value of new development currently approved and/or
underway, but not yet included in the merged Project Areas' FY 2005/06 assessed value is significant to
offset this potential decrease. Projected new development is discussed further in Section D.
Although these potential reductions accurately reflect past trends in resolved assessment appeals, they
may overstate the possible reduction due to current outstanding appeals. A significant proportion of the
current outstanding appeals included in Table ill-9 were filed by the Genentech Corporation. According
to the San Mateo County Assessor's Office, these appeals have recently been resolved, although precise
information on the outcome of the resolutions is awaiting clarification by the Assessment Appeals Board.
However, the San Mateo County Assessor's office indicates that the appeals will likely have been
resolved with minimal net reduction in the original assessed value of the properties. The Genentech
appeals constitute approximately 38 percent of all outstanding appeals. Moreover, the value of all
Genentech appeals represents 59 percent of the value ofall outstanding appeals, appeal value being the
difference between the applicant's opinion of value and the roll value. Thus, the potential reduction in
assessed value due to outstanding appeals is likely to be less than the 8.8 percent average reflected in past
years. Furthermore, a number of currently outstanding appeals are Proposition 8 appeals. While the exact
number of outstanding Proposition 8 appeals is unavailable, the County Assessor's Office indicates that
Proposition 8 appeals typically comprise the majority of appeals, in some cases representing 90 percent or
more of assessment appeals in a given year. As described earlier, relief granted in this circumstance
applies only to the year in which the appeal is filed. The base year value of the property is not changed,
and the value may be increased in future years as the economy rebounds. In addition, property tax refunds
for historical Proposition 8 appeals would be the obligation of the City not the Agency.
Table ill-9 shows outstanding assessment appeals for Appeal Years 2004 and 2005.6 As indicated in this
table, if the remaining outstanding appeal from 2004 was resolved with a reduction to the applicant's
opinion of value, the taxable assessed value of the merged Project Areas would decline by $163 million.
For Appeal Year 2005, if the outstanding assessment appeals were resolved with a reduction to the
applicants' opinion of value, the taxable assessed value would decline by $158.5 million. However, based
on historical resolved appeals filed by the top 20 largest property owners in the past four years, the
County has granted reductions averaging approximately 8.8 percent of the total original assessed value
being appealed, as shown in Table ill-8. Thus, based on historical experience as described by the County
and shown in this analysis, the likely reduction in assessed value from current outstanding assessment
appeals is estimated to be approximately $20 million in 2004, (representing roughly 1 percent of the
taxable assessed value of the Merged Project Areas), and $40 million in 2005 (representing about
1.7 percent of the taxable assessed value). These reductions in assessed value represent tax reductions of
about $200,000 in 2004 and $400,000 in 2005.7
Table ID-8
Summary of Resolved Assessment Appeals'
for FY 2005/06 Top Twenty Property Owners
South San Francisco Merged Redevelopment Project Areas
Net Reduction as
% of Value Being
Appealed
Resolved
Reduction in
Value
Proposed
Reduction in
Value
$60.078~
3.0%
Resolved Value
172,040
19.9%
$397
$245.235,841
12.3%
Assessee's Opinion
of Value
$212.011.12.
10.6%
Assessed Value
Beinl! Appealed
$457,250,632
22.9%
Appeals and
Merl!ed Values
L5
$1.994.272.865
Status
in FY 2002/03
003
8.9%
$87.265~
4.2%
$44.086.057
2.0%
191.430.509
$892.280,340
43.1%
$682.991,374
31.7% I
$1.972.443.7541 $
$383.358.736
18.5%
$133.677.431
6.2%
762.272.008
$596.187,464
28.8%
$593,400,000
27.5%
$1.401.602.255
$979,546,200
47.3%
$727,077.431
33.7%
$2.163.874.263
~
183
~
$2.157.719.659
81
246
$2.071
Seifel Consulting Inc.
December 2005
$
(includes appeals beginning in Tax Year 200 1I02). This does not
Total
a. Status as of November 2005 for resolved appeals on secured and unsecured property filed from Appeal Year 2002 to November 2005
include appeals on the supplemental or escape assessment.
San Mateo County Assessor, San Mateo County Assessment Appeal
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
ill-I 4
Board.
Source:
;0
~
\0
0\
~
~
\0
-.....:j
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
III-IS
Seife! Consulting Inc.
December 2005
a. Status as of November 2005 for outstanding appeals on secured and unsecured property filed from Appeal Year 2002 to November 2005. In cases where multiple appeals for the same property are outstanding, ouly
the appeal that would result in the largest potential reduction in assessed valne is included. This does not include appeals on the supplemental or escape assessment.
b. Historical Reduction as % of Value Being Appealed was calculated by Seifel Consulting based on resolved assessment appeals for Appeal Years 2002 through 2004. See Table III-S.
c. The South San Francisco Redevelopment Agency has created reserve accounts totaling $3,437,000 to address potential reductions in assessed value due to resolved appeals. This amount
estimated potential tax reduction of approximately $600,000 (I percent of reduction in assessed value) due to resolved assessment appeals.
Source: San 1'..1ateo County Assessor, San rvfateo Count"j Assessment
Appeal Board.
s significantly larger than the
Assessed Value Assessee's Proposed Maximum Historical Estimated
Being Opinion of Reduction in . Net % Reduction as % of Value Reduction In
Status A ealed Value Value Reductiou Beln A ealedb Value'
1 $231,005,828 $68,000,000 $163,005,828 $20,436,291
$2,157,719,659 10.7% 3.2% 7.6% 0.9%
20 $451766312 $293 209 665 $158556647 8.8% $39 966 211
$2363 371 952 19.1% 12.4% 6.7% 1.7%
Table ill-9
Summary of Outstanding Assessment Appeals"
for FY 2005/06 Top Twenty Property Owners
South San Francisco Merged Redevelopment Project Areas
D. Projected Tax Increment Revenues to the Agency
The prior sections examined the historical growth in taxable assessed value and tax increment in the
Project Areas. This section discusses projected tax increment revenues and the assumptions used in these
projections. .
While the Project Areas have experienced significant growth in both assessed value and tax increment
revenue generation and growth is projected to continue, the projections in this analysis conservatively
assume no future growth from reassessments or new development in the fiscally merged Project Areas.
1. County Process for Calculation of Incremental Taxes
In order to calculate the basic incremental taxes and the supplemental payments from the fiscally merged
Project Areas, the San Mateo County Controller multiplies the relevant taxable assessed value by two tax
rates:
.
Basic tax rate of $1.00 per $100 of taxable value.
Tax rate levied to pay voter approved indebtedness issued prior to 1989 ("bonded indebtedness").
.
The basic tax rate may not exceed one percent ($1.00 per $100 of taxable value) per Article XIIIA of the
State Constitution. In addition, redevelopment agencies may receive incremental property tax revenues on
voter~approved bonded indebtedness issued prior to 1989 for the tax rate areas that comprise the
Project Areas. These bonded indebtedness tax rates vary from year to year as property values change in
the Project Areas and as voter debt is retired. In the case of South San Francisco Redevelopment
Project Areas, there is no remaining bonded indebtedness approved prior to 1989. The overall secured tax
rate in the Project Areas for FY 2005/06 is therefore simply the general one percent levy for secured
property in the Project Areas.
2. Potential Components of Growth in Assessed Value
The projections of tax increment revenue presented in this report are considered conservative, since
increases in assessed value could potentially accrue from three different types of growth factors:
· "Inflationary Ildjustments" based on any rise in assessed value due to general increases in the market
value of property. This maximum inflationary adjustment allowed by the California State Constitution
is two percent per year.
· "Reassessment adjustments" representing increases in assessed value following property
reassessment, which is triggered by: (1) the transfer (sale) of real property: (2) upgrading of real
property improvements due to rehabilitation or additions to existing buildings: (3) the eventual
reassessment of new development to market value once construction is completed.
· Adjustments for "new development" based on estimates of growth towards build-out.
a. Inflationary Adjustment
The taxable assessed values of property for locally assessed real (secured) property within the
Project Areas are established on the property tax lien date of January 1 sl each year. According to
Article XIIIA of the State Constitution, the value of real property that does not change ownership during
the prior year may be increased at a maximum of two percent per year to reflect inflation.
South San Francisco Redevelopment Agency
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8 These totals include only those projects that are likely to be completed within the next several years. A number of other
large-scale projects are currently being developed, but will not be completed within this time frame, and are excluded from
projections offuture development
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
III-] 7
Projected new development in the South San Francisco Merged Project Areas may significantly increase
the assessed value of the Project Areas. As noted above, however, the possible reduction in assessed value
for the Merged Project Areas due to outstanding assessment appeals, based on past resolution of appeals,
is approximately $20 million for Appeal Year 2004, and $40 million for Appeal Year 2005. While the
projected increase in value due to new development is greater than the estimated potential reduction due
to outstanding assessment appeals, the projections in this report do not reflect either a reduction in value
due to assessment appeals or, as mentioned above, any increases attributable to future development in the
Project Areas.
Table ill-to summarizes large-scale development projects currently approved and/or under construction
in the Merged Project Areas, indicating the use, square footage, projected value, and current status of the
new development. As indicated in the table, in the Downtown/Central Project Area, approximately
996,733 square feet of commercial space are currently being developed, with a total projected value of
$79.7 million. In the Shearwater Project Area, 271,522 square feet of commercial space are being
developed, with a projected value of$21.7 million. In the El Camino Corridor Original Project Area,
23,000 square feet of commercial space, 361 apartments, and 99 condominium units are currently in
development, with a total projected value of $80.6 million. In the Gateway Project Area, 121,089 square
feet of commercial space are being developed, with a projected value of $9.7 million. In total, 1.4 million
square feet of commercial space and 460 residential units are approved and/or under construction in the
Merged Project Areas, with an aggregate projected value of$191.8 million.8 Much of this new
development is already under construction, valued at approximately $137.7 million or more than
two-thirds of the aggregate value of all anticipated new development.
The projections in this report assume a two percent projected inflationary adjustment on secured property
over the remaining life all of the Proj ect Areas and no inflation adjustment on unsecured or State Board
property.
b. Reassessment Adjustment
Real property values can also be adjusted as a result of a change of ownership or improvements to
existing property. The projections of tax increment assume no additional increases in assessed value due
to reassessments and no downward reassessments due to potential future assessment appeals.
c. New Development
Real property values can also be adjusted as a result of new construction. New development may include
projects recently completed, but whose taxable values are not fully reflected on the current tax roll,
projects currently under construction, and projects that are likely to be built on specific sites in the
Project Areas in the future. The projections of tax increment in this report do not assume any additional
increases in assessed value due to new development, although new development is anticipated in the
Project Areas as detailed below.
The taxable value of unsecured property and utility property is also established based on an annual
appraisal as of the January 1 st lien date of each year; however, the unsecured and utility rolls are not
subject to the annual two percent limit.
Table III-tO
Activities by Project Area"
Merged Redevelopment Project Areas
Development
South San Francisco
Project Status'
Estimated Total
Valueb
--
$62682.640
Under Construction
Under Construction
Under Construction
Under Construction
Approved
Approved
Approved
Approved
Approved
Approved
Approved
Under Review
Under Review
$640.000
$400.000
$640,000
$1.536.000
$10,640.000
$3,200.000
$79,738,640
$8,400.000
$400.000
$640,000
$400.000
$1.961.760
$9,920,000
$21,721,760
Under Construction
Under Construction
Under Review
$61.847.242
$1.840.000
$16,960.878
$80.648,120
$80
$80
$80
$80
$80
$80
$80
nla
$80
$80
$80
$80
$80
$80
nla
322
$80
322
nla
$iQ..
nla
Estimated
Value per
SQFf/Unit
$171
$171
Units
nla
nla
nla
nla
nla
nla
nla
nla
nla
-.!!L!!
-.!!L!!
nla
nla
nla
o
361
nla
...2.2.
460
nla
nla
SQFf
Land Useillescription
Commercial!9 Office!R&D buildings
Childcare facility
783,533
MQQ
5,000
~ooo
19.200
133.000
40,000
996.733
Fitness Center
RestaurantlRetail
Medical Treatment Facilitv
Commercial!2 Office!R&D buildings
Office
Development
Britannia East Grand
Britannia East Grand
Britannia East Grand
Britannia East Grand
Kaiser Medical-230 Ovster Point
Alexandria - East Jamie Court
Stuhlmuller- 180 OvsterPoint
Project Area
DowntownlCentral Original
105,000
5.000
8,000
5.000
24,522
Office!R&D
Retail
Childcare
Restaurant
Retail, Wholesale
Retail. Wholesale
Britannia Oyster Point E
Britannia Oyster Point E
Britannia Oyster Point- Veterans
Britannia Oyster Point-Veterans
900 Dubuque
600-790 Dubuque
Subtotal
Shearwater
124.000
271,522
flJa
23.000
nla
Residential! Apartments
Retail
Condom
Fairfield
Fairfield
Park Station Lofts
fu!!!!.otal
El Camino Corridor Original
~
IV
o
o
23,000
121.089
121.089
iniums
OfficelR&D
Gatewav
SUbtotall
681
Subtotal
Gateway
Under Construction
$9.687,120
$9,687.120
$191.795,640
460
1.412.344
Added area is excluded.
Total
a. Projected new development in the Downtown/Central
b. Value in constant FY 2004/05 dollars.
c. Project statns as of November 2005. The only project
Seifel Consulting Inc.
December 2005
likely to be complete by April 2006 is a portion (approximately 12,000 sf) of the Fairfield retail development
1lI-18
Source: South San Francisco Redevelopment Agency and Planning Department.
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Fiscal Consultant's Report
P.201
9 Section 502 of the Redevelopment Plans for the Downtown/Central Original and El Camino Corridor Project Areas describes
certain payments that are to be excluded from the calculation of the tax increment cap. In addition to the pass-through
paymen~, Section 502 refers to funds that the Agency is required to deposit in the low and moderate income housing set-aside
fund thatthe Agency maintains pursuant to Health & Safety Cllde Section 33334.2. Due to ambiguities in the language of the
Plans, these Sections are open to interpretation. This report and accompanying projections take a conservative approach by
including the low- and moderate-income set aside payments from these Project Areas within the tax increment cap.
South San Francisco Redevelopment Agency 1U-19 Seifel Consulting Inc.
Fiscal Consultant's Report December 2005
Table III-II summarizes the estimated tax increment counting towards the TI Cap by Project Area
through FY 2004/05. As stated above, $122.2 million in revenue accrued to the Agency by the end of
FY 2004/05. Of that total, however, $115 million is included for purposes of determining when fue
$796 million limit is reached. These dollar limits and the tax increment collected to date have been taken
into account in preparing the tax increment projections: when the merged TI Cap is reached, projected tax
increment revenues stop.
Not all of the increment that accrues to the Project Areas is included for purposes of determining when
the limits are reached. The Agency's historical payments into the Educational Revenue Augmentation
Fund (ERAF) through FY 2005/06 are not counted towards the TI Cap. In addition, the Redevelopment
Plans for the Downtown/Central Original, El Camino Corridor, and Shearwater Project Areas exclude
pass-through payments made to taxing entities from the TI Cap.9 However, based on a recent court
. decision, County administrative fees are included in the total amount of tax increment revenue allocated
to the Agency for purposes of determining when the dollar limits are reached.
All of the Project Areas except the Downtown/Central Added Area have dollar limits on the total amount
of tax increment that may be claimed over the life of1he Projects. With the May 2005 Fiscal Merger,
these dollar amounts, commonly referred to as the "n Cap," were merged, resulting in a single limit of
$796 million. New project areas like the Downtown/Central Added Area are not required to have a dollar
limit on tax increment claimed. Therefore, once the Downtown/Central Added Area begins to generate
tax increment, its tax increment revenue will not be counted towards the merged TI Cap of $796 million.
For purposes of this analysis, tax increment allocated to the Agency is defined to include incremental
property tax revenues (consisting of 1 percent basic tax revenues, bonded indebtedness revenues, unitary
tax payments, and supplemental assessments) plus interest accrued on tax revenues. As of the end of
FY 2004/05, the Agency had collected a cumulative total of roughly $122.2 .million in incremental tax
revenue from the fiscally merged Project Areas.
3. Tax Increment Collection Limitation
Table llI-ll
Cumulative Tax Increment Collected as of End of FY 20M/OS
South San Francisco Merged Redevelopment Project Areas
Cumulative Tax Increment Revenue
Proiect Area Counted towards TI CapB
Downtown Central Ori~inal $46.523216
Gatewav $50 306 436
El Camino (Oril!inal and Added) $7035.711
Shearwater $11.131.728
Total $114997092
.
Merl!ed TI Can $796.000.000
~
Remaining TI to be Connted
towards TI CapB $681.002.908
The Tax Increment counted towards the TI Cap does not include ERAF
contributions and, in the Downtown/Central Original, EI Camino Corridor,
and Shearwater Project Areas, pass through payments. Tax Increment
paid to the County as the Property Tax Administration Fee does count
towards the TI Cap.
a.
~
N
o
IV
Seifel Consulting Inc.
December 2005
Source: South San Francisco Redevelopment Agency, San Mateo County Office
of the Controller.
III-20
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Although there is no guarantee that the State Legislature will not enact legislation requiring deposits into
ERAF in future years, the FY 2005/06 ERAF obligation is expected to be the last. Future ERAF payments
were not assumed in tax increment projections. ERAJF payments are also excluded from the calculation of
the tax increment collection cap.
The Agency's ERAF obligation was $810,050 in FY 2003/04 and $1.6 million in FY 2004/05. The
Agency's ERAF obligation in FY 2005/2006 is anticipated to be the same as in FY 2004/2005, or
$1.6 million. The Agency has the authority to a1locatl~ the ERAF obligation among the Project Areas at its
sole discretion and has chosen to pay most of the obligation from the Downtown/Central Original and
Gateway Project Areas, with the El Camino Added and Downtown/Central Added Project Areas
contributing little to no funds toward ERAF payments.
6. State ERAF Payment
Faced with a budget gap for FY 2003/04, the State enacted legislation, SB 1045, requiring all
redevelopment agencies that received tax increment ~11 FY 2001/02 to contribute to the Educational
Revenue Augmentation Fund (ERAF) in FY 2003/04. In FY 2004/05, the State passed similar legislation,
SB 1096, compelling agencies to contribute to ERAF in FY 2004/05 and FY 2005/06 as well. SB 1045
andSB 1096 set each Agency's contribution based on its share of statewide tax increment revenue. One-
half of an Agency's ERAF obligation for all project 'areas collectively is calculated based on the gross tax
increment received by the Agency and other half is based on the net tax increment revenues after any
pass-through payments to other taxing entities.
5. County Retention for Property Tax Administration
San Mateo County retains fees for the administration of tax increment revenues, as allowed through
Senate Bill 2557. In FY 2004/05, the County charged an administrative fee of$180,145 to administer the
property tax increment from the fiscally merged Project Areas. These projections assume that this County
retention will continue in roughly the same proportion of revenues, one percent of the basic tax revenues
for each of the Project Areas.
4. Future Incremental Property Taxes
Table ill-13 and Appendix Tables A-2 and A-3 present the tax increment revenue projections for the
fiscally merged Project Areas. The underlying projections for each of the individual Project Areas are
presented in Appendices B through E, Table 3. As discussed at the beginning of this section, the projected
paYments to the Agency from the equalized roll (fIrst and second payments) are based on the one percent
basic tax rate and do not include any "bonded indebtedness" tax rates. These projections conservatively
assume no unitary payments from the Project Areas, since historical unitary payments have been minimal.
7. Section 33676 Inflationary Allocation Elections
The Shearwater, Downtown/Central Original and El Camino Corridor Original Project Areas were
adopted within the January 1, 1985 and July 30, 1993 time frame authorizing inflation allocation
payments. Thus, taxing entities in these Project Areas were eligible to elect to receive the two percent
inflation allocation instead of negotiating a contractual agreement. However, according to Agency
records, no taxing entity elected to receive the allocation. As further discussed below, some pass through
arrangements made in the Downtown/Central Original and EI Camino Corridor Original Project Areas
resemble these inflationary allocation payments, but are actually contractual pass through arrangements
made at the time of Redevelopment Plan adoption.
8. Pass Through Payments to Affected TaxiiIg Entities
In addition to the property tax revenues received from the frozen base, the affected taxing entities in a
redevelopment area may also receive a portion of the property tax revenues generated from increases in
assessed value. These additional payments are called pass through payments. Project areas adopted or
amended after January 1, 1994 are mandated by the CRL to make pass through payments to all affected
taxing entities that do not have pre-existing contractual agn:ements for this project area, referred to as
"statutory pass through payments." Project areas adopted pIior to January 1, 1994 may include negotiated,
contractual pass through agreements with the affected entities, as then permitted under the CRL. The
South San Francisco Redevelopment Project Areas have both contractual and statutory pass through
payments. These payments are summarized in Table I11-12 and the text that follows. Appendix F presents
a detailed explanation of the contractual pass through agreements that exist in the Downtown/Central
Original, El Camino Corridor Original and Shearwater Project Areas.
a. Contractual Pass Through Payments
The EI Camino Corridor Original, Downtown/Central Original, Gateway and Shearwater Project Areas
were adopted prior to the introduction of statutory pass through payments in 1994. The Agency negotiated
contractual pass through agreements with some of the affected taxing entities in the El Camino Corridor,
Downtown/Central and Shearwater Project Areas. AppendiK: F contains a detailed explanation of these
pass through agreements. The Agency and taxing entities did not negotiate contractual agreements for the
Gateway Project Area. Following the May 2005 Plan Amendments and Fiscal Merger, taxing entities
with existing contractual pass through agreements continue to receive their contractual agreement
payments.
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a. The above information is based on Fiscal Agreements that the Agency entered into with taxing entities and on statutory payment requirements detailed in the CRL. Seifel Consulting Inc. summarized and presented
this information and believes it to be accurate. It has been reviewed by the Agency and its attorneys, Meyers Nave Riback Silver & Wilson.
b. Obligation for statutory pass through payments begins in FY 2005/06. Statutory payments will begin when the Project Area generates tax increment revenue.
c. The City of South San Francisco may elect to receive Tier One pass through payments. The City elected to receive its Tier One payments inthe EI Camino Corridor Adtjed, Gateway and Shearwater Project Areas.
The City is expected to elect Tier One payments in the Downtown/Central Added Area, as well as the Downtown/Central Original and EI Camino Corridor Original Project Areas if payments are triggered
d. The statutory pass through payments will begin if and when the former dollar limits on cumulative tax increment collection would have been reached if the 2005 Plan Amendments and Fiscal Merger had not been
adopted. (DowntowufCentral fonnei donar Hlnit: $248 rr-JUion; EI C~'l1ino Corridor Orig'..na! and ..A~dded Area fonner combined IL'!'it: $3~O million)
e. Obligation for statutory pass through payments began in FY 2000/01. However, tax increment was nol generaled until FY 2002/03, so statutory payments began in FY 2002/03.
f. In March 2004, the City repealed the original time limit for incurring debt in Gateway and Shearwater, as provided by SB 211. As a result, the obligation for statutory pass through payments began in FY 2004/05 in
Gateway and will begin in FY 2006/07 in Shearwater (for Gateway, the year following the year of repeal and, in Shearwater, after the original time limit would have been reached) for taxing entities without
contractual pass through payments. Actual payments will begin in Gateway if and when assessed value levels exceed those in the year that the time limit was repealed.
N/A: Not applicable as indicated taxing entities do not derive property taxes from specified Project Areas.
Source: South San Francisco Redevelopment Agency, Meyers Nave Riback Silver & Wilson.
1lI-23
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December 2005
San Mateo County
SSF Unified School District
San Mateo County Community College District
San Mateo County Superintendent of Schools
Bay Area Air Quality
San Mateo County Harbor
Colma Creek Flood Control
Willow Garden ParksIParkway
City of South San Francisco'
l>owntownlCentral
Added AIea" ! Oriltinal AIea
Statutory begins OS/06 I Contractual
Statutory begins OS/06 Contractual
Statutory begins OS/06 Contractual
Statutory begins 05/06 Contractual
Statutory begins OS/06 Statutory in futured
Statutory begins OS/06 Statutory in futured
NI A Statutory in futured
N/A N/A
Statutory~ins OS/06' Statut~ in future"d
Contractual
Contractual
Contractual
Statutory in futured
Statutory in futured
Statutory in futured
N/A
Slatut<.!!Lin future"d
El Camino Corridor
Oriltinal AIea i Added AIea'
Contractual i Statutory began 00/01
I Statutory began 00/0 I
! Statutory began 00/0 I
1 Statutory began 00/0 I
! Statutory began 00/0 I
! Statutory began 00/0 I
! Statutory began 00/01
! Statutory begmi 00/0 I
! Statutory began 0010 I'
Statutory began 04/0S(
Statutory began 04/0S'
Statutory began 04/0S1
Statutory began 04/0S1
Statutory began 04/0S1
Statutory began 04/0S1
Statutory began 04/0S1
N/A
Statuto!l be/!;an 04/05,,1
Contractual
Contractual
Contractual
Statutory begin 06/0i
Statutory begin 06/071
Statutory begin 06/oi
N/A
N/A
Statutory begin 06/07"'1
Taxing Entity
Table ill-12
Pass Through Payment Obligations'
South San Francisco Merged Redevelopment Project Areas
Gateway
Shearwater
b. Statutory Pass Through Payments
All affected taxing entities currently receive statutory payments from the EI Camino Corridor
Added Area and the Gateway Project Area. All affected taxing entities without contractual agreements
will begin to receive statutory pass through payments from the Shearwater Project Area in FY 2006/07. In
the Downtown/Central Added Area, all affected taxing entities will receive statutory pass through
payments once the Project Area generates tax increment, as required by the CRL for new or added
project areas established on or after January 1, 1994.
The May 2005 Fiscal Merger did not change any time or fiscal limits other than to combine the fiscal
limits on tax increment collection and outstanding indebtedness caps. For this reason, the Fiscal Merger
only triggers statutory pass through payments if (a) a former statutory limit on tax increment collection
would have been reached without the Fiscal Merger and (b) an entity does not already have a contractual
agreement or receive statutory pass through payments. As shown in Table ill-12, statutory payments
would only be triggered in the original Downtown/Central and/or original El Camino Corridor
Project Areas for taxing entities without contractual pass through agreements, as statutory pass through
payments have already been triggered in the other Project .Areas.
In the Downtown/Central Original Project Area, statutory pass through payments would begin for taxing
entities without contractual agreements in the fiscal year folllowing the fiscal year when the tax increment
collection limit for the Project Area exceeds $248 million. 10 In the EI Camino Corridor Original
Project Area, statutory pass through payments would begin for taxing entities without contractual
agreements in the fiscal year following the fiscal year when the tax increment collection limit for both the
EI Camino Corridor Original Project Area and the El Camino Corridor Added Area exceeds $300 million.
Statutory Pass Through Payments Calculation
The pass through payments for each taxing entity receiving a statutory payment are calculated by
multiplying the property tax levy for each entity, times the increase in assessed value above the relevant
pass through base assessed value, times a mandated set of three tiered pass throughs. Over the life of the
Redevelopment Project, each entity will receive its proportionate share of three "tiers" of pass through
payments:
Tier One
The Tier One pass through is equal to twenty percent of the gross tax increment from assessed value
growth above the relevant Tier One base year value. In the Downtown/Central Added Area, the Tier One
base year value was the FY 2004/05 assessed value and the statutory pass through obligation will begin in
the fiscal year where the Area generates tax increment revenue. For statutory pass through payments
triggered under the Fiscal Merger, the Tier One statutory pass through base year and payment start date
would be based on the year when the former tax increment collection limit would have been reached. The
City may elect to receive the Tier One pass through, but it cannot participate in the Tier Two and
Tier Three pass through payments. The City elected to receive its Tier One payments in the
El Camino Corridor Added, Gateway and Shearwater Project Areas. This report assumes that it will also
elect to receive Tier One payments for the Downtown/Central Added and Original and EI Camino
Original Project Areas if and when statutory pass through payments begin in those Project Areas.
10 Footnote based on footnote 6, ill-II.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
III-24
Seifel Consulting Inc.
December 2005
P.206
P.207
Seifel Consulting Inc.
December 2005
IH-25
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
10. Projected Incremental Tax Revenues to Agency from Project Areas
The total projected incremental tax revenues to the Agency from the fiscally merged Project Areas are
shown in Table ill-13 for FY 2005/06 through FY 2035/36. Detailed projections for the fiscally merged
Project Areas can be found in Appendix Tables A-2 and A-3, and the underlying projections for each of
the individual Project Areas are presented in Appendices B through E, Table 3. The tax increment
projections are intended only as estimates, which are based on the best available information at the
present time. Actual tax increments may be higher or lower than indicated in the model. The projections
in this report are not intended to predict future increment, but rather to provide a reasonable estimate, on
an average annualized basis, of potential tax increment growth resulting from increases in assessed value.
9. Housing Set-Aside
Section 33334.2 of the CRL requires that 20 percent of all tax increment revenues collected by a
redevelopment agency be used for increasing, improving and preserving a community's supply of
affordable housing. This amount must be set aside ea(;h year by the South San Francisco Redevelopment
Agency and will not be affected by Agency obligations to pass-through payments, administrative costs or
other factors. Uses of the Housing Set-Aside revenue include the payment of principal, interest, bonds,
loans, money advances or indebtedness incurred by the Agency to finance housing related activities.
Tier Two
The Tier Two pass through is equal to 16.8 percent of the gross tax increment generated from assessed
value growth above the second tier statutory pass through assessed value base. In the Downtown/Central
Added Area, Tier Two pass through payments begin in the eleventh year during which the Agency
receives tax increment revenue for the Added Area, and these payments would be based on the
incremental growth above the assessed value in the tenth year of tax increment collection. In the original
Downtown/Central or original El Camino Corridor Project Areas, Tier Two pass through payments would
begin in the eleventh year after the original limit on tax increment collection would have been reached.
This Tier Two pass through is added to the Tier One payment and continues through the remaining life of
the Redevelopment Plans.
Tier Three
The Tier Three pass through payment is equal to 11.2 percent of the gross tax increment generated from
assessed value growth above the Tier Three assessed value base. In the Downtown/Central Added Area,
the Tier Three pass through payments begin in the 31!it year during which the Agency receives tax
increment revenue for the Added Area. This Tier Three pass through is added to the Tier One and
Tier Two payments and Gontinues through the life of the Redevelopment Planes). In the original
Downtown/Central or original El Camino Corridor Project Areas, Tier Three pass through payments are
not likely to occur as the Redevelopment Plans are projected to end before Tier Three pass through
payments would begin.
Table m-13
Tax Increment Revenue Projections through FY 2035/36"
South San Francisco Merged Redevelopment Project Areas
(In Future Value, or "Actual" Dollars, Rounded to the Nearest $1,000)
Annual Less: Net Tax Less: L,ess: Less: Less: Net Remaining
Tax County Increment Pass 20% ERAF Parity for Non-Housing
Increment Admin Fee to Through Housing Contribution Debt" Debt Serviced
Year Fiscal Revenue" (1 % onD Ae:encv Payments Set Aside Annual Cumulative
eN) Year 1 2 3 4 5 6 7 8 9
0 2005/ 06 20,253,000 203,000 20,050,000 3,286,000 4,051,000 1,598,000 0 11,115,000 11,115,000
1 2006/ 07 20,649,000 206,000 20,443,000 3,386,000 4,130,000 0 0 12,927,000 24,042,000
2 2007/ 08 21,053,000 211,000 20,842,000 3,485,000 4,211,000 0 0 13,146,000 37,188,000
3 2008/ 09 21,464,000 215,000 21,249,000 3,587,000 4,293,000 0 0 13,369,000 50,557,000
4 2009/ 10 21,882,000 219,000 21,663,000 3,692,000 4,376,000 0 0 13,595,000 64,152,000
5 2010/ 11 22,310,000 223,000 22,087,000 3,816,000 4,462,000 0 0 13,809,000 77,961,000
6 2011/ ]2 22,747,000 227,000 22,520,000 3,950,000 4,549,000 0 0 14,021,000 91,982,000
7 2012/ 13 23,192,000 232,000 22,960,000 4,087,000 4,638,000 0 0 14,235,000 106,217,000
8 2013/ 14 23,645,000 236,000 23,409,000 4,228,000 4,729,000 0 0 14,452,000 120,669,000
9 2014/ 15 24,109,000 24],000 23,868,000 4,384,000 4,822,000 0 0 14,662,000 13 5,33] ,000
]0 2015/ ]6 24,581,000 246,000 24,335,000 4,545,000 4,9]6,000 0 0 14,874,000 150,205,000
11 2016/17 25,064,000 25],000 24,813,000 4,708,000 5,1))3,000 0 0 15,092,000 165,297,000
12 20]7/18 25,553,000 256,000 25,297,000 4,876,000 5,111,000 0 0 15,310,000 180,607,000
13 20]8/19 26,054,000 261,000 25,793,000 5,046,000 5,211,000 0 0 15,536,000 196,]43,000
]4 2019/ 20 26,567,000 266,000 26,30],000 5,] 71,000 5,313,000 0 0 15,817,000 211,960,000
15 2020/2] 19,685,000 197,000 ]9,488,000 4,975,000 3,937,000 0 0 10,576,000 222,536,000
16 202]/ 22 20,098,000 201,000 19,897,000 5,110,000 4,020,000 0 0 10,767,000 233,303,000
17 2022/ 23 20,519,000 205,000 20,3 ]4,000 5,249,000 4,104,000 0 0 10,961,000 244,264,000
]8 2023/ 24 20,948,000 209,000 20,739,000 5,390,000 4,190,000 0 0 1 ],159,000 255,423,000
19 2024/ 25 21,387,000 214,000 21,173,000 5,533,000 4,277,000 0 0 11,363,000 266,786,000
20 2025/ 26 21,835,000 218,000 21,617,000 5,679,000 4,367,000 0 - 0 11,571,000 278,357,000
21 2026/ 27 22,290,000 223,000 22,067,000 5,827,000 4,458,000 0 0 11,782,000 290,139,000
22 2027/ 28 22,754,000 228,000 22,526,000 5,980,000 4,:551,000 0 0 11,995,000 302,134,000
23 2028/ 29 23,229,000 232,000 22,997,000 6,135,000 4,646,000 0 0 12,216,000 314,350,000
24 2029/ 30 23,713,000 237,000 23,476,000 6,307,000 4,743,000 0 0 12,426,000 326,776,000
25 2030/ 31 24,207,000 242,000 23,965,000 6,480,000 4,841,000 0 0 12,644,000 339,420,000
26 2031/ 32 24,711,000 247,000 24,464,000 6,656,000 4,942,000 0 0 12,866,000 352,286,000
27 2032/ 33 25,225,000 252,000 24,973,000 6,837,000 5,045,000 0 0 13,091,000 365,377,000
28 2033/ 34 25,747,000 257,000 25,490,000 7,024,000 5,149,000 0 0 13,317,000 378,694,000
29 2034/ 35 26,282,000 263,000 26,019,000 7,213,000 5,256,000 0 0 13,550,000 392,244,000
30 2035/ 36 26 827 000 268 000 26.559 000 7 406 000 5 365 000 0 0 13788000 406 032.000
TOTAL 718.580 000 7 186 000 711.394 000 160 048 000 143.'716.000 1.598 000 0 406 032 000
a. Projections are based on 2% growth in secured assessed value due to inflation ("il1flation adjustment''), no reassessment adjustment and no
growth due to new development.
b. Basic one percent of Incrementa] Assessed Value.
c. All existing parity debt issued on non-housing tax increment funds are to be defeased with proceeds from the 2006 tax exempt bond issuance.
d. Figures include existing Agency expenses that would be subordinate to any issued debt (Agency Administration, loan payments, etc.).
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller, Seifel Consulting Inc.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
III-26
Seifel Consulting Inc.
December 2005
P.208
P.209
Chapter Four:
. Certification and Limiting Conditions
IV. Certification and Limiting Conditions
Seifel Consulting Inc. is a recognized real estate economic eonsulting firm for issues relating to tax
increment revenues in redevelopment project areas throughout California. We hereby certify pursuant to
Section 1.01 of the Indenture of Trust dated as of March 1,2006, between the Agency and Union Bank of
California, N.A., as trustee:
1. Weare independent of the Agency and not under the domination of the Agency;
2. We do not have any substantial interest, direct or indirect with the Agency (other than an agreement
to receive a fee for services rendered to provide independent services);
3. We ate not connected with the Agency as a member, officer or employee of the Agency; and
4. It is the opinion of Seifel Consulting that examination or investigation has been sufficient to express
an informed opinion with respect to the subject matter referred to in this report.
In order to prepare this report, we have reviewed, but not prepared, audited, authenticated, or verified, the
following materials:
I. Records on historical tax increment and assessed values in the Project Areas provided by the
City of South San Francisco Redevelopment Agency and San Mateo County;
2. Database records of assessment appeals for the past three years from San Mateo County; and,
3. Documents on proposed Project Area activities provided by the Redevelopment Agency.
In addition to reviewing the listed documents, we are familiar with the Project Areas, their existing
economic conditions and generalized market potential, and we prepared the Report to City Council on the
2005 Fiscal Merger and Amendment of the Plans. We have prepared this report based on the best
information made available to us. While we cannot guarantee the accuracy of any of the aforementioned
items, we have no reason to believe they are, in fact, inaccurate.
The projections in this report are based upon Seifel Consulting's understanding of the general assessment
and apportionment practices of San Mateo County. These practices are subject to policy changes,
legislative changes and the individual appraiser's judgment. While Seifel Consulting Inc. believes its
estimates are reasonable, taxable values resulting from actual appraisals and adjustments are likely to vary
from the amounts assumed in the projections.
The tax increment projections are intended only as estimate:;, which are based on the best available
information at the present time. Actual tax increments may be higher or lower than indicated in the
model. The projections in this report are not intended to predict future tax increment, but rather to provide
a reasonable estimate, on an average annualized basis of potential tax increment growth resulting from
future increases in assessed value. For the foregoing reasons we cannot warrant: (i) the accuracy of any
numbers or other data provided to us by any third parties; and (ii) the certainty or likeliness to occur of
any matters about which we have issued or prepared projections or opinions.
South San Francisco Redevelopment Agency
Draft Fiscal Consultant's Report
IV-l
Seifel Consulting Inc.
December 2005
P.2l0
Seifel Consu,lting Inc.
December 2005
P.211
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Appendix F. Contractnal Pass-through Obligations
AppendixE. Shearwater Project Area
Appendix D. EI Camino Corridor Project Area
Appendix A. . Merged Redevelopment Proje(:t Areas
Appendix B. Downtown/Central Original Project Area
Appendix C. Gateway Project Area
AppE~ndices
Fiscal Consultant's Report
South San Francisco Redevelopment Agency
2006 Tax Allocation (Non-Honsing) Bonds
Appendix A:
Merged Redevelopment Project Areas
P.2l2
I. Assessed Values are those presented to the South San Francisco Redevelopment Agency as the total value of assessable property within the Project Areas according to the County Assessment Roll.
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller.
~
t-J
~
VJ
South San Francisco Redevelopment Agen.cy Seifel Consulting Inc.
Fiscal Consultant's Report December 2005
2000/0 I 2001/02 2002/03 2003/04 2004/05 2005/06
Assessed Value
Secured (ine!. HOPTR & Other Exemptions) $ 1,121,286,427 $ 1,404,721,305 $ 1,717,264,147 $ 1,804,781,597 $ 1,940,389,073 $ 2,070,051,498
State Roll $ 3,564,279 $ 5,799,728 $ 5,849,579 $ 4,555~673 $ . 4,768,364 $ 4,696,352
Unsecured $ 130,640,667 $ 203,227,074 $ 332,237,522 $ 330,500,678 $ 291,362,819 $ 402,384,910
Less: Other Exemptions $ (78,408,142) $ (56,033,588) $ (61,078,383) $ (68,591,765) $ (78,800,597) $ (113,760,808)
Total $ 1177083231 $ 1 557714519 $ 1 994.272 865 $ 2071 246 183 $ 2 157.719659 $ 2 363 371 952
Percent Chanl!e from Prior Year 32% 28% 4% 4% 10%
Base Year Assessed Va1uel $ 337 996 875 $ 337 996 875 $ 337996 875 $ 337 996 875 $ 337 996 875 $ 337 996 875
Incremental Assessed Valuation $ 839086356 $ 1219717644 $ 1.656275 990 $ I 733 249 308 $ 1.819722784 $ 2.025 375 077
Appendix Table A-I
Taxable Valuations, FY2000/01 through FY 2005/06
South San Francisco Merged Redevelopment Project Areas
Table A-2
Tax Increment Projections through FY 2035/36
All Redevelopment Project Areas
Sonth San Francisco Redevelopment Agency
(In Future Value, or "Actual" Dollars, Rounded to dIe Nearest $1,000)
Non~HousinR
Revenue
Remaining after
Pa.s Throu~h and
Other Expenses
N (K-L-M-N)
9,313,000
11 ,007 ,000
11,208,000
11,416,000
11 ,626,000
11 ,826,000
12,020,000
12,222,000
12,422,000
12,616,000
12,813,000
13,016,000
13,218,000
13,434,000
13,686,000
8,986,000
9,263,000
9,436,000
9,604,000
9,809,000
9,997,000
10,187,000
1nl.'7t:.nnn
.......,....v,'"'V\,l
10,577,000
11,160,000
11 ,355,000
11,555,000
11,757,000
11,960,000
12,169,000
12,382,000
352.416.000
HUD
Section
108 Loan
!i
113,000
210,000
205,000
199,000
193,000
187,000
180.000
174,000
167,000
161,000
154,000
147,000
140,000
133,000
125,000
118,000
14,000
14,000
23,000
o
o
o
o
o
o
o
o
o
o
o
-.-!L
2,657,000
Subordinate Expen.es
Conference
Center
Bonds Debt
S~
~
397,000
397,000
397,000
396,000
395,000
393,000
396,000
392,000
394,000
395,000
395,000
395,000
395,000
389,000
398,000
395,000
393,000
394,000
395,000
396,000
395,000'
394,000
397)000
394,000
o
o
o
o
o
o
~
9,477,000
Agency
Administration
- -
L 00% of G)
1,292,000
1.313,000
1,336,000
1,358,000
1,381,000
1,403,000
1,425,000
1,447,000
1,469.000
1,490,000
1,512,000
1,534,000
1,557,000
1,580,000
1,608,000
1,077,000
1,097,000
1,117,000
1,137,000
1,158,000
1,179,000
1.201,000
1,222,000
1,245,000
1,266,000
1,289,000
1,311,000
1,334,000
1,357,000
1,381,000
1,406,000
41,482,000
Net
Remaining for
Non-Housing
Debt
Service
K (G-H-I-J)
11,115,000
12,927,000
13,146,000
13,369,000
13,595,000
13,809,000
14,02],000
14,235,000
14,452,000
14,662,000
]4.874,000
15,092,000
15,310,000
15,536,000
15,817,000
10,576,000
10,767,000
]0.961,000
11,159,000
11,363,000
11,571,000
] 1,782,000
! ! ,995,000
12,216,000
12,426,000
12,644,000
12,866,000
13,091,000
13,317,000
] 3,550,000
13,788,000
406.032.000
Parity Exoenses
County
Admin
Fee
Parity
Debt**
J
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
0_
o
ERAF
Contribution
!
1,598,000
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
---2..
1,598,000
1 % of A)
203,000
206,000
211,000
215,000
219,000
223,000
227,000
232,000
236,000
241,000
246,000,
251,000
256,000
261,000
266,000
197,000
201,000
205,000
209,000
214,000
218,000
223,000
228,000
232,000
237,000
242,000
247,000
252,000
257,000
263,000
268,000
7.186.000
H
NOri...Housing
Revenue
Remaining after
Pa.. Through
Payments
G(C.F)
12,916,000
13,133,000
13,357,000
13,584,000
13,814,000
14,032,000
] 4,248,000
14,467,000
14,688,000
14,903,000
15,120,000
15,343,000
15,566,000
15,797,000
16,083,000
10,773,000
10,968,000
11,166,000
11,368,000
11,577,000
11,789,000
12,005,000
12,223,000
12,448,000
12,663,000
12,886,000
13,113,000
13,343,000
13,574,000
13,813,000
14.056.000
414.816,000
Total
Pass
Through
P....throueh Pavmenlll
Contractual
Statutory
Pa..
Through
Non
.Housing
Revenue
Housing
Set-Aside
Revenue
20%
Incremental
Tax
Revenue.
1%
E
3,286,000
3,386,000
3,485,000
3,587,000
3,692,000
3,816,000
3,950,000
4,087,000
4,228,000
4,384,000
4,545,000
4,708,000
4,876,000
5,046,000
5,171,000
4,975,000
5,110,000
5,249,000
5,390,000
5,533,000
5,679,000
5,827,000
5,980,000
6,135,000
6,307,000
6,480,000
6,656,000
6,837,000
7,024,000
7,213,000
7,406.000
160,048,000
Pas.
Through
&
3,250,000
3,344,000
3,439,000
3,535,000
3,635,000
3;752,000
3,855,000
3,960,000
4,068,000
4,177,000
4,289,000
4,403,000
4,519.000
4,637,000
4,709,000
4,832,000
4,958,000
5,086,000
5,218,000
5,351,000
5,487,000
5,625,000
5,767.000
5,911,000
6,060,000
6,210,000
6,363,000
6,519,000
6,679,000
6,842,000
7.008.000
153,488,000
!!
36,000
42,000
46,000
52,000
57,000
64,000
95,000
127,000
160,000
207,000
256,000
305,000
357,000
409,000
462,000
143,000
152,000
163,000
172,000
182,000
192,000
202,000
213,000
224,000
247,000
270,000
293,000
318,000
345,000
371,000
398,000
6.560,000
-
C(A.B
16,202,000
16,519,000
16,842,000
17,171,000
17,506,000
17,848,000
18,198,000
18,554,000
18,916,000
19,287,000
19,665.000
20,051,000
20,442,000
20,843,000
21,254,000
15,748,000
16,078,000
16,415,000
16,758,000
17,110,000
17,468,000
17,832,000
18,203,000
18,583,000
18,970,000
19,366,000
19,769,000
20,180,000
20,598,000
21,026,000
21,462,000
574.864.000
!!
4.051,000
4,130,000
4.211,000
4,293,000
4,376.000
4,462,000
4,549,000
4,638,000
4,729,000
4,822,000
4.916,000
5,013,000
5,111,000
5,211,000
5,313,000
3,937,000
4,020,000
4.104,000
4,190,000
4,277,000
4,367,000
4,458,000
4,551,000
4,646,000
4,743,000
4,841,000
4,942,000
5,045,000
5,149,000
5,256,000
5.365.000
143,716,000
A
20,253,000
20,649,000
21,053,000
21,464,000
21,882,000
22,310,000
22,747,000
23,192,000
23,645,000
24,109,000
24,581,000
25,064,000
25,553,000
26,054,000
26,567,000
19,685,000
20,098,000
20,519,000
20,948,000
21,387,000
21,835,000
22,290,000
22,754,000
23,229,000
23,713,000
24,207,000
24,711,000
25,225,000
25,747,000
26,282.000
26,827.000
718,580,000
Year Fiscal
(N) Year
o 20051 06
1 20061 07
2 20071 08
3 20081 09
4 20091 10
5 20101 II
6 2011/12
7 20121 13
8 20131 14
9 20141 15
10 2015/16
11 20161 17
12 20171 18
13 2018/19
14 20191 20
15 20201 21
16 20211 22
17 20221 23
] 8 20231 24
19 20241 25
20 20251 26
21 20261 27
22 20271 28
23 20281 29
24 20291 30
25 20301 31
26 2031/32
27 20321 33
28 2033/ 34
29 20341 35
30 20351 36
TOTAL
~
IV
~
ft>.,
Seifel Consulting Inc.
December 2005
. Based on revenues from Basic Tax Increment (1.0%), exclusive of supplemental payment:. unitary revenue and bond overrides.
.. All existing parity debt issued on nonwbousing tax increment fuods are to be deCeased with proceeds from the 2006 TABs.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Seifel Consulting Inc.
December 2005
* Based on revenues from Basic Tax Increment (1.0%),
exclusive of supplemental payment, unitary
revenue and bond overrides.
.......
;v
IV
~
Ul
394,18~000
9,238,000
9,428,000
9,621,000
9,818,000
10,019,000
10,224,000
10,433,000
10,647,000
10,864,000
11,086,000
B,3 i3,000
11,544,000
11,779,000
12,020,000
12,265,000
12,515,000
12,770,000
13,030,000
13,295,000
13,566,000
13,842,000
14,123,000
14,410,000
14,703,000
15,002,000
15,307,000
15,618,000
15,935,000
16,258,000
16,588,000
16924000
8~42.000
1,913,000
1,960,000
2,008,000
2,057,000
2, I 06,000
2,157,000
2,209,000
2,261,000
2,315,000
2,370,000
2.426,000
2,483,000
2,541,000
2,600,000
2,661,000
2,723,000
2,786,000
2,850,000
2,915,000
2,982,000
3,051,000
3,120,000
3,191,000
3,263,000
3,337,000
3,412,000
3,489,000
3,568,000
3,647,000
3,729,000
3 812000
147,000
157,000
168,000
178,000
189,000
200,000
212,000
223,000
235,000
247,000
259.000
272,000
284,000
297,000
311,000
324,000
338,000
352,000
366,000
381,000
396,000
411,000
426,000
442,000
458,000
475,000
492,000
509,000
526,000
544,000
562.000
10.381.000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
98.270.000
5,876,000
5,965,000
6,055,000
6,147,000
6,240,000
6,336,000
6,433,000
6,533,000
6,634,000
6,738,000
6,843,000
6,951,000
7,060,000
7,172,000
7,287,000
3,079,000
3,139,000
3,201,000
3,264,000
3,328,000
3,393,000
3,460,000
3,528,000
3,597,000
3,668,000
3,740.000
3,814,000
3,889,000
3,965,000
4,043,000
4,123,000
4,204,000
4,287,000
4,372,000
4,458,000
4,546,000
4,636,000
4,727,000
4,821,000
4,916,000
5,013,000
5,112,000
5,213,000
5,316,000
5,421,000
5,529.000
129,802.000
20,253,000
20,649,000
21,053,000
21,464,000
21,882,000
22,310,000
22,747,000
23,192,000
23,645,000
24,109,000
24,581,000
25,064,000
25,553,000
26,054,000
26,567,000
19,685,000
20,098,000
20,519,000
20,948,000
21,387,000
21,835,000
22,290,000
22,754,000
23,229,000
23,713,000
24,207,000
24,711,000
25,225,000
25,747,000
26,282,000
26,827,000
718.580,000
Original
Original
Added
Gateway
Annual
Shearwater II Tax Increment
Revenue
1%
Downtown/Central
El Camino Corridor
Tax Increment*
Table A-3
Tax Increment Projections through FY 2035/36
All Redevelopment Project Areas
South San Francisco Redevelopment Agency
(In Future Value, or "Actual" Dollars, Rounded to the Nearest $1,000)
Appendix B:
Downtown/Central Original Project Area
P.2l6
P,21?
Seifel Consulting Inc.
December 2005
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
* N/A = Not Available. Base year assessed value reports do not spl~cify how much of the base value is attributable to State Board
and how much of the value was exempt. The values are included within the secured and/or unsecured assessed values listed.
1. Assessed Values are those presented to the South San Francisco Redevelopment Agency as the total value of assessable
property within the Project Areas according to the County Assessment Roll.
2. Exemptions other than the Homeowners Property Tax Relief (HOPTR).
Source: South San Francisco Redevelopment Agency, San Mateo County Controller.
Fiscal State Secured (iucl. Less Other
Year Board Exemntiolls) Unsecured Exemptions2 Total
Base Year: 1989/ 90 N/A* $ 204,971,628 $ 25,989,269 N/A* $ 230,960,897
2000/ 01 $ 2,427,671 $ 495,146,751 $ 55,024,914 $ 1,805,375 $ 550,793,961
2001/ 02 $ 4,886,431 $ 660,543,344 $ 117,949,054 $ 805,750 $ 782,573,079
2002/ 03 $ 4,955,704 $ 750,551,969 $ 139,617,349 $ 1,271,223 $ 893,853,799
2003/ 04 $ 3,590,456 $ 799,503,304 $ 146,234,900 $ 2,027,577 $ 947,301,083
2004/ 05 $ 3,660,980 $ 868,390,590 $ 119,084,166 $ 2,047,804 $ 989,087,932
2005/ 06 $ 3,637,103 $ 948,921,777 $ 204,258,619 $ 2,044,694 $ 1,154,772,805
Average Annual Growth
From Base Year N/A* 10.1% 13.8% N/A* 9.5%
From 2000/01 to 2005/06 8.4% 13.9% 30.0% 2.5% 16.0%
Appendix Table B-1
Historical Growth in Assessed Value:1 FY 2000/01 through FY 2005/06
Downtown/Central Original Project Area
Appendix Table B-2
Historical Tax Increment Revenues per County Reports
Downtown/Central Project Area
Tax
Increment
to Al!encv
County
Administration
Growth from
3,364,718
6,704,857
6,075,504
6,831,609
7,505,894
9,250,427
$
$
$
$
$
$
Fee
49,242
85,941
68,333
66,804
74,788
N/A
$
$
$
$
$
Prior Year
N/A
98.9%
-9.5%
12.3%
9.9%
22.0%
Annual
Revenuesz
3,413,960
6,790,798
6,143,837
6,898,413
7,580,682
9,250,427
Tax Revenues
County RDA
Adjustment!
Incremental
Unitary
Tax Increment -
Tax Increment -
Fiscal
$
$
$
$
$
$
207,912
66,167
(494,982)
(275,985)
(12,163)
N/A
$
$
$
$
$
Revenue
7,718
12,416
10,582
10,996
11,536
12,308
$
$
$
$
$
$
Unsecured
290,356
2,115,653
1,136,243
1,197,333
926,005
1,778,066
$
$
$
$
$
$
Secured
2,907,974
4,596,562
5,491,994
5,966,069
6,655,304
7,460,053
$
$
$
$
$
$
Year
2000/ 0 I
2001/ 02
2002/ 03
2003/ 04
2004/ 05
20051 06
Estimate3
Year
~
22
23
24
25
26
27
39.733.009
$
to unsecured and secured rolls as a result of appeals or divergence with estimates upon which initial payments were based.
unsecured roll, unitary revenues and other adjustments. Figures prior to deduction of County administrative fees. May include pooled interest.
FY 2005/06 figures are estimates provided by the San Mateo County Office of the Controller in October 2005.
108
345
$
22.1 %
40.078.117
$
(509.052)1
$
65.556
$
7.443.657
$
33.077.956
Includes adjustments by County Assessor
Includes payments from the secured and
$
Total
I.
2.
3.
Seifel Consulting Inc.
December 2005
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
;0
IV
......
00
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Seife' Consulting Inc.
December 2005
~
N
~
\0
Year Fisal
~
o 2005/ 06
I 2006/ 07
2 2007/ 08
3 2008/ 09
4 2009/10
5 2010/ 11
6 2011/12
7 2012/ 13
8 2013/14
9 2014/15
10 2015/ 16
II 2016/17
12 2017/18
13 2018/19
14 2019/20
15 2020/21
16 2021/ 22
17 2022/ 23
18 2023/ 24
19 2024/ 25
20 2025/ 26
21 2026/ 27
22 2027/ 28
23 2028/ 29
24 20291 30
25 20301 31
26 2031/ 32
27 2032/ 33
28 2033/ 34
29 2034/ 35
30 2035/ 36
TOTAL
. Based on revenuCl from. Basic Tax Incremenf (1.0%), exclusive of supplemental payment, unilary revenuo.nd bond overrides.
.. TIle ^8ency has drawn $1.75 million oC its $3.7 milUon HUD Seclion J 08 1000n program guaranlee.
... Ex.illting Downtown/Central bonds: will be deCeased upon the issuance oC lhe 2006 lax allocation banda. Ttuly l1l1I therefore not included iu die CillculaUona of tax Increment projected 10 be available lo pay
Annual
~
9,238,000
9,428,000
9,621,000
9,818,000
10,019,000
10,224,000
10,433,000
10,647,000
10,864,000
11,086,000
11,313,000
11,544,000
11,779,000
12,020,000
12,265,000
12,515,000
12,770,000
13,030,000
13,295,000
13,566,000
13,842,000
14,123,000
14,410,000
14,703,000
15,002,000
15,307,000
15,618,000
15,935,000
16,258,000
16,588,000
16.924.000
J9~,1B~000
Cumulative
~
9,238,000
18,666,000
28,287,000
38,105,000
48,124,000
58,348,000
68,781,000
79,428,000
90,292,000
101,378,000
112,691,000
124,235,000
136,014,000
148,034,000
160,299,000
172,814,000
185,584,000
198,614,000
211,909,000
225,475,000
239,317,000
253,440,000
267,850,000
282.553.000
297,555,000
312,862,000
328,480,000
344,415,000
360,673,000
377,261,000
324,185.000
Annual
-.!L
1,848,000
1,886,000
1,924,000
1,964,000
2,004,000
2,045,000
2,087,000
2,129,000
2,173,000
2,217,000
2,263,000
2,309,000
2,356,000
2,404,000
2,453,000
2,503,000
2,554,000
2,606,000
2,659,000
2,713,000
2,768,000
2,825,000
2,882,000
2,941.000
3,000,000
3,061,000
3,124,000
3,187,000
3,252,000
3,318,000
3,385,000
~840,OOO
Havsinl Set..A51de
Revenue
20%
Cumulative
~
1,848,000
3,734,000
5,658,000
7,622,000
9,626,000
J 1,671,000
13,758,000
15,887,000
18,060,000
20,277,000
22,540,000
24,849,000
27,205,000
29,609,000
32,062,000
34,565,000
37,119,000
39.725,000
42,384,000
45,097,000
47,865,000
50,690,000
53,572,000
<.0: C1'l1 nnn
......,........vvv
59,513,000
62,574,000
65,698,000
68,885,000
72,137,000
75,455,000
78,840,000
Statutory
PailS
Annual Cumulative !brou
C (A.B CA AA.BA D
7,390,000 7,390,000 0
7,542,000 14,932,000 0
7,697,000 22,629,000 0
7,854,000 30,483,000 0
8,015,000 38,498,000 0
8,179,000 46,677,000 0
8,346,000 55,023,000 0
8,518,000 63,541,000 0
8,691,000 72,232,000 0
8,869,000 81,101,000 0
9,050,000 90,151,000 0
9,235,000 99,386,000 0
9,423,000 108,809,000 0
9,616,000 118,425,000 0
9,812,000 128,237,000 0
10,012,000 138,249,000 0
10,216,000 148,465,000 0
10,424,000 158,889,000 0
10,636,000 169,525,000 0
10,853,000 180,378,000 . 0
11,074,000 191,452,000 0
11,298,000 202,750,000 0
11,528,000 214,278,000 0
11.762,COO 226,040.0001 0
12,002,000 238,042,000 11,000
12,246,000 250,288,000 23,000
12,494,000 262,782,000 35,000
12,748,000 275,530,000 47,000
13,006,000 288,536,000 60,000
13,270,000 301,806,000 72,000
13,539,000 315.!4~,OOO 85,000
JI5.34~,OOO e 133.000
Conlractual
Pa.,
Throueh
E
2,274,000
2,341,000
2,409,000
2,478,000
2,549,000
2,621,000
2,695,000
2,770,000
2,847,000
2,925,000
3,005,000
3,086,000
3,169,000
3,253,000
3,340,000
3,428,000
3,518,000
3,609,000
3,703,000
3,798,000
3,895,000
3,994,000
4,095,000
"t,J;70,UVV
4,304,000
4,411,000
4,520,000
4,632,000
4,746,000
4,862,000
4,981,000
10J.4_~1iJ!J!l!
Non..Hou,ihg
Revenue
Total Remaining after
Pass Pa&. Through
Thrau Pa ents
F G C-F
2,274,000 5,116,000
2,341,000 5,201,000
2,409,000 5,288,000
2,478,000 5,376,000
2,549,000 5,466,000
2,62],000 5,558,000
2,695,000 5,651,000
2,770,000 5,748,000
2,847,000 5,844,000
2,925,000 5,944,000
3,005,000 6,045,000
3,086,000 6,149,000
3,169,000 6,254,000
3,253,000 6,363,000
3,340,000 6,472,000
3,428,000 6,584,000
3,518,000 6,698,000
3,609,000 6,815,000
3,703,000 6,933,000
3,798,000 7,055,000
3,895,000 7,179,000
3,994,000 7,304,000
4,095,000 7,433,000
4,198,000 7,564,000
4,315,000 7,687,000
4,434,000 7,812,000
4,555,000 7,939,000
4,679,000 8,069,000
4,806,000 8,200,000
4,934,000 8,336,000
5,066,000 8,473.000
J08,789,OOO Zj!fi,556,000
County Property ERAF
Tax Admin Fee Contribution
1%
of Annnal Tl
H
92,000
94,000
96,000
98,000
100,000
102,0001
104,000
106,OOC
109,000
II 1.000
113,000
115.000
118,000
120,000
123,000
125,000
128,000
130.000
133.000
136,000
138,000
141,000
144.000
147,000
i50,OOO
153,000
156,000
159,000
163,000
166,000
169,000
~,OOO
!
681,000
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
681,000
deblservice (fable lll-J3) or In Table A-2.
Other
Bond
Deb,
Service
Pavment5*..
--1-
758,] 88
757,283
760,695
758,270
759,920
760,560
759,688
757,494
759,381
760,219
760,006
758,744
761,300
757,675
757,869
756,750
759,]88
760,050
759,338
757,050
758,056
757,225
759,425
o
o
o
o
o
o
o
----.!l
17,454.371
K (10% ofG
512,000
520,000
529,000
538,000
547,000
556,000
565.000
575.000
584,000
594,000
605,000
615,000
625.000
636,006
647,000
658,000
670,000
682,000
693,000
706,000
718,000
730,000
743,000
i56,Ow
769.000
781,000
794,000
807,000
820,000
834,000
847,000
ZMS6,OOO
~
Agency
Administration
1.
113,101
210,252
204,664
198.845
192,805
186,617
180,327
173,881
167,271
160,561
153,751
146,830
139,796
132,676
125,491
118,241
14,264
13,590
22,626
o
o
o
o
o
o
o
o
o
o
o
---.!!
~1
HUD
Section
108 Loan
Conference
Center
Bond Debt
Service
~
397,483
397,283
396,748
395,938
394,775
393,250
395,500
392,250
393,750
394,750
395,250
395,250
394,750
388,750
397,500
395,250
392,500
394,250
395,250
395,500
395,000
393,750
396,750
393.750
u
o
o
o
o
o
o
,,47~
NOh-Housing Revenue
Remaining after
Pass Through and
Other nses
Annual Cumulative
N (G.H. .K.\..M 0
2,562,000 2,562,000
3,222,000 5,784,000
3,301,000 9,085,000
3,387,000 12,472,000
3.471,000 15,943,000
3,560,000 i9,503,OOO
3.646.000 23,149,000
3,743,000 26,892,000
3,831,000 30,723,000
3,923,000 34,646,000
4,018,000 38,664,000
4.118,000 42,782,000
4,215,000 46,997,000
4,328,000 51,325,000
4.421,000 55,746,000
4,531,000 60,277,000
4,734,000 65,011,000
4,835.000 69,846,000
4,930,000 74,776,000
5,060,000 79,836,000
5,170,000 85,006,000
5,282,000 90,288.000
5,390,000 95,678,000
6,267.000 101,945,000
6,./68,000 108,713,000
6,878,000 115,591,000
6,989,000 122,580,000
7,103,000 129.683,000
7,217,000 136,900,000
7,336.000 144,236,000
7,457,000 151,693,000
151,69J,.QQO
ncremental
Tax Revenue.
1%
Non-Housing
Revenue
Pu..tluough Paymentl
Appendix Table B-3
Tax Increment Projections through FY 2035/36
Downtown/Central Redevelopment Project - Original Art;a
South San Fnnclsco Redevelopment Agency
(In Future Value, or ''A.ctllaI'' Dollars, Rounded to the Nearest $1,000)
P.220
Appendix C:
Gateway Project Area
P.221
Seifel Consulting Inc.
December 2005
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
* N/A = Not Available. Base year assessed value reports do not specifY how much of the base value is attributable to State Board
and how much of the value was exempt. The values are included within the secured and/or unsecured assessed values listed.
1, Assessed Values are those presented to the South San Francisco Redevelopment Agency as the total value of assessable
property within the Project Areas according to the County Assessment Roll.
2. Exemptions other than the Homeowners Property Tax Relief (HOPTR).
Source: South San Francisco Redevelopment Agency, San Malleo County Controller.
Fiscal State Secured (incl. Less Other
Year Board Exemptions) Unsecured Exemptions2 Total
Base Year: 1980/ 81 N/A* $ 14,984,252 $ - N/A* $ 14,984,252
2000/ 0 I $ 1,095,968 $ 342,290,177 $ 73,188,447 $ - $ 416,574,592
2001/ 02 $ 868,804 $ 369,661,122 $ 81,618,554 $ - $ 452,148,480
2002/ 03 $ 851,038 $ 487,231,170 $ 183,359,232 $ - $ 671,441,440
2003/ 04 $ 916,297 $ 488,409,679 $ 15E,722,724 $ - $ 648,048,700
2004/ 05 $ 1,046,342 $ 467,605,612 $ 142,529,789 $ - $ 611,181,743
2005/ 06 $ 1,002,311 $ 441,419,846 $ 161,841,407 $ 1,638,458 $ 602,625,106
Average Annual Growth
From Base Year N/A* 14.:5% N/A N/A* 16,0%
From 2000/01 to 2005/06 -1.8% 5.2% 17.2% N/A 7.7%
Appendh: Table C-l
Historical Growth in Assessed Vallle:1 FY 2000/01 through FY 2005/06
G~teway Jlroject Area
Appendix Table C-2
Tax Increment Revenues per Connty Reports
Gateway Project Area
Historical
Tax
Increment
to A2ency
County
Administration
Growth from
Annual
Incremental Tax Revenues
Unitary County RDA
Adjustment!
Tax Increment -
Tax Increment -
Fiscal
Year
IN)
3,802,726
4,499,745
6,531,148
6,059,869
5,938,693
5,914,629
$
$
$
$
$
$
Fee
62,296
58,942
68,007
59,322
59,106
N/A
$
$
$
$
$
Prior Year
N/A
17.9%
44.8%
-7.3%
-2.0%
-1.4%
Revenues!
$ 3,865,022
$ 4,558,687
$ 6,599,155
$ 6,1l9,191
$ 5,997,799
$ 5,914,629
(181,323)
(45,871)
(2,256)
(245,597)
-
N/A
$
$
$
$
$
Revenne
30,441
38,558
32,863
34,144
35,824
38,221
$
$
$
$
$
$
Unsecured
731,884
1,010,543
1,837,391
1,587,227
1,425,298
1,602,029
$
$
$
$
$
$
Secured
3,284,019
3,555,457
4,731,157
4,743,417
4,536,677
4,274,379
$
$
$
$
$
$
Year
2000/ 01
20011 02
2002/ 03
2003/ 04
2004/ 05
2005/ 06
Estimate]
22
23
24
25
26
27
32.746.809
$
were based.
May include pooled interest
318.800
$
8.9%
and other adjustments, Figures prior to deduction of County administrative fees.
are estimates provided by the San Mateo County Office of the Controller in October 2005.
33.054.482
unsecured and secured rolls as a result of appeals or divergence with estimates upon which initial payments
unitary revenues
(475.047)1 $
$
210.051
$
194.372
8
$
I. Includes adjustments by County Assessor to
2. Includes payments from the secured and unsecured roll
3. FY 2005/06 figures
136.233
25
$
Total
Seifel Consulting Inc.
December 2005
Source: South San Francisco Redevelopment Agency. San Mateo County Office of the Controller.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
;.:;
N
N
N
. Per agreement with San Mateo County at the time of the May 200S Plan Amendments and Fiscal Merger, the FY 2019120 will be the last yca.r that the Gateway Redevelopment Project Arca receives tax increment n:vcnucs. The Project otherwise would havc
e"l'i..d after IT 2031/32.
.. Based on revenues from Basic Tax Increment (1.0%), exclusive of supplemental payment. unitaJy revenue and bond overrides.
... Existing Gateway bonds will be defeased upon the issuance of the 2006 tax allocation bonds. They are therefore not included in the calculatiollli of tax increment projected to be available to pay debt service (Table m-13) or in Table A-2.
South San Francisco Redevelopment Agency Seifel Consulting Inc.
Fiscal Consultant's Report December 2005
~
N
N
W
Year Fiscal
IN) Year
o 2005/ 06
1 2006/ 07
2 2007/ 08
3 20081 09
4 2009/ 10
5 2010/11
6 2011/12
7 2012/ 13
8 2013/ 14
9 2014/ IS
10 2015/16
11 2016/ 17
12 2017/ 18
I3 2018/19
14 2019/20
15 2020/ 21
16 2021/ 22
17 2022/ 23
18 2023/ 24
19 2024/ 25
20 2025/ 26
2] 2026/ 27
22 2027/ 28
23 2028/ 29
24 2029/ 30
25 2030/ 31
32
Annual
----A-
5,876,000
5,965,000
6,055,OOU
6, 147,OOU
6,240,OOU
6,336,000
6,433,OOU
6,533,OOU
6,634,OOU
6,738,OOU
6,843,000
6,951,000
7,060,000
7,172,000
7,287,000
o
o
o
o
o
o
o
o
o
o
o
Cumulative
~
5,876,000
1l,84],OOO
17,896,000
24,043,000
30,283,000
36,619,000
43,052,OOU
49,585,OOU
56,219,000
62,957,000
69,800,000
76,751,000
83,811,OOO
90,983,000
98,270,000
98,270,000
98,270,000
98,270,000
98,270,000
98,270,000
98,270,000
98,270.000
98,270,000
98,270,000
98,270,000
98,270,000
Annual
-1L-
1,175,000
1,193,000
1,211,OOU
] ,229,OOU
1,248,OOU
] ,267,OOU
1,287,OOU
1,307,OOU
1,327,000
] ,348,000
1,369,000
1,390,000
1,4 ]2,000
1,434,000
1,457,000
o
o
o
o
o
o
o
o
o
o
o
Cumulative
~
1,175,000
2,368,000
3,579,000
4,808,000
6,056,000
7,323,000
8,610,000
9,917,OOU
11,244,000
12,592,OOU
13,961,000
15,351,000
16,763,000
18,197,000
19,654,000
] 9,654,000
] 9,654,000
19,654,000
19,654,000
19,654,000
19,654,000
] 9,654,000
] 9,654,000
19,654,000
19,654,000
19,654,000
Annual
CIA.B!
4,701,000
4,772,000
4,844,000
4,918,000
4,992,OOU
5,069,OOU
5,146,000
5,226,000
5,307,OOU
5,390,000
5,474,000
5,561,000
5,648,000
5,738,000
5,830,000
o
o
o
o
o
o
o
o
o
o
o
Cumulative
CA lAA.BA
4,701,000
9,473,000
14,317,000
19,235,OOU
24,227,OOU
29,296,OOU
34,442,000
39,668,000
44,975,000
50,365,000
55,839,000
61,400,000
67,048,000
72,786,000
78,616,000
78,616,000
78,616,000
78,6]6,000
78,6]6,000
78,6]6,000
78,616,000
78,616,000
78,6]6,000
78,616,000
78,616,000
78,616,000
Statutory
Pass
Throum
---12-
o
o
o
o
o
1,000
26,000
51,000
76,000
116,OOO
157,000
198,000
241,000
284,000
328,000
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
J,OOO
26,000
51,000
76,000
116,OOO
157,000
198,000
241,000
284,000
328,000
o
o
o
o
o
o
o
o
o
o
o
Incremental
Tax Revenue..
1%
Housing Set.Aside
Revenue
20%
Non..Housing
Revenue
Remaining after
Pass Througb
Pavments
GIC.F)
4,701,000
4,772,000
4,844,000
4,918,000
4,992,000
5,068,000
5,120,000
5,175,000
5,231,000
5,274,000
5,317,000
5,363,000
5,407,000
5,454,000
5,502,000
o
o
o
o
o
o
o
o
o
o
o
County Property
Tax Admin Fee
1%
j)f Annual TI
H_
59,000
60,000
61,000
61,000
62,000
63,000
64,000
65,000
66,000
67,000
68,000
70,000
71,000
72,000
73,000
o
.0
o
o
o
o
o
o
o
o
o
o
!
513,000
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
2,244,348
2,282,328
2,320,77]
2,359,650
2,398,290
2,435,958
2,477,105
2,521,048
2,562,190
2,599,000
2,646,625
2,691,375
2,733,000
2,444,625
o
o
o
o
o
o
o
o
o
o
o
o
o
to'!'" of G
470,000
477,000
484,000
492,000
499,000
507,000
512,000
518,000
523,000
527,000
532,000
536,000
541,000
545,000
550,000
o
o
o
o
o
o
o
o
o
o
o
K
Agency
Administration
Non..Housing Revenue
Remaining after
. Pass Through and
Other E ens..
Annual Cumulative
G.H. .K.M M
1,415,000 1,415,000
1,953,000 3,368,000
1,978,000 5,346,000
2.005.000 7,351.000
2,033,000 9,384,000
2,062,000 11,446,000
2,067,000 13,513,000
2,071,000 15,584,000
2,080,000 17,664,000
2,081,000 19,745,000
2,070,000 2],815,000
2,066,000 23,881,000
2,062,000 25,943,000
2,392.000 28,335,000
4,879.000 33,214,000
o 33,214,000
o 33,214,000
o 33,214,000
o 33,214,000
o 33,214,000
o 33.214.000
01 33:214;000
01 33,2]4,000
o 33,214,000
o 33,2]4,000
o 33,214,000
Non.Houslng
Revenue
Pasa.through Payments
Appendix Table C-3
Tax Increment Projections through 2035/36*
Gateway Redevelopmenl Project
South San Francisco Redevelopment Agency
(In Future Value, or "A.ctual" Dollars, Rounded to the Nearest $1,000)
Appendix D:
EI Camino Corridor Project Area
P.224
1'.225
Seifel Consulting Inc.
December 2005
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
* Nt A = Not Available. Base year assessed value reports do not specify how much of the base value is attributable to State Board
and how much of the value was exempt. The values are included within the secured and/or unsecured assessed values listed.
1. Assessed Values are those presented to the South San Francisco Redevelopmt:;nt Agency as the total value of assessable
property within the Project Areas according to the County Asse!;sment Roll. .
2. Exemptions other than the Homeowners Property Tax Relief (HOPTR).
Source: South San Francisco Redevelopment Agency, County of San Mateo Controller.
Fiscal State Secured (incl. Less Other
Year' Board Exemntionsl Unsecured Exemptions1 Total
Base Year: 1993/ 94 N/A* $ 46,879,265 $ 2,436,783 N/A* $ 49,316,048
2000/ 01 $ 40,640 $ 195,900,840 $ 2,427,306 $. 76,602,767 $ 121,766,019
20011 02 $ 44,493 $ 269,578,269 $ 3,220,045 $ 55,227,838 $ 217,614,969
2002/ 03 $ 42,837 $ 280,527,137 $ 9,260,941 $ 59,807,160 $ 230,023,755
2003/ 04 $ 48,920 $ 249,748,389 $ 17,779,525 $ 64,662,081 $ 202,914,753
2004/ 05 $ 61,042 $ 269,081,546 $ 18,298,077 $ 71,759,169 $ 215,681,496
2005/ 06 $ 56,938 $ 321,517,405 $ 24,055,799 $ 104,984,163 $ 240,645,979
Average Annual Growth
From Base Year N/A* 17.4% 21. 0% N/A* 13.1%
From 2000/01 to 2005/06 7.0% 10.4% 58.2% 6.5% 14.6%
Appendix Table D-la
Historical Growth in Assessed Value:1 FY 2000/01 through FY 2005/06
EI Camino OrigInal Proj ect Area
Appendix Table D-1b
Historical Growth in Assessed Value:1FY 2000/01 through FY 2005/06
EI Camino Added Project Area
Fiscal State Secured (incl. Less Other
Year Board Exemntions) Unsecured Exemptions2 Total
Base Year: 1999/ 00 N/A* $ 36,391,996 $ 2,705,329 N/A* $ 39,097,325
2000/ 0 I N/A3 N/A3 N/A3 N/A3 N/A3
20011 02 N/A3 N/A3 N/A3 N/A3 N/A3
2002/ 03 $ - $ 43,532,572 $ - $ - $ 43,532,572
2003/ 04 $ - $ 49,343,010 $ - $ 1,902, I 07 $ 47,440,903
2004/ 05 $ - $ 51,673,272 $ 2,335,739 $ 4,993,624 $ 49,015,387
2005/ 06 $ - $ 56,284,100 $ 2,605,340 $ 5,093,493 $ 53,795,947
Average Annual Growth
From Base Year N/A* 7 .5 ~'Io -0.6% N/A* 1.9%
From 2002/033 to 2005/06 N/A 8.9% N/A N/A 7.3%
* N/A = Not Available. Base year assessed value reports do not specify how much of the base value is attributable to State Board
and how much of the value was exempt. The values are included within the secured and/or unsecured assessed values listed.
1. Assessed Values are those presented to the South San Francisco Redevelopment Agency as the total value of assessable
property within the Project Areas according to the County Assessment Roll.
2. Exemptions other than the Homeowners Property Tax Relief (HOPTR).
3. The El Camino Added Project Area did not generate tax increment until FY 2002/03.
Source: South San Francisco Redevelopment Agency, County of San Mateo Controller.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Seifel Consulting Inc.
December 2005
P.226
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Seifel Consulting Inc.
December 2005
.......
.v
N
N
-.....:j
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller.
1. Includes adjustments by County Assessor to unsecured and secured rolls as a result of appeals or divergence with estimates upon which initial payments were based.
2. Includes payments from the secured and unsecured roll, unitary revenues and other adjustments. Figures prior to deduction of County administrative fees. May include pooled interest.
3. FY 2005/06 figures are estimates provided by the San Mateo County Office of the Controller in October 2005.
Total
15
16
17
18
19
20
2005/ 06
Estimate]
Year
2000/ 0 I
20011 02
2002/ 03
2003/ 04
2004/ 05
$
$
$
$
$
$
$
8.414.173
Secured
724,594
1,323,018
1,343,635
1,477,752
1,653,257
1,891,917
$
$
$
$
$
$
230
Unsecured
74,993
28,133
38,170
41,064
47,769
129
$
Revenue
$
$
$
$
$
$
6.017
444
1,196
1,019
1,060
1,1l2
1,186
$
$
$
$
$
$
i45.35Ql
1,055
(8,874)
(1l,828)
(12,200)
(13,510)
N/A
$
$
$
$
$
$
$
8.604.963
726,094
1,390,333
1,360,959
1,504,782
1,681,923
1,940,872
21.7%
91.5%
-2.1%
10.6%
11.8%
15.4%
$
$
$
$
$
$
73.531
11,127
17,878
14,110
14,122
16,294
N/A
$
$
$
$
$
$
$
8.531
714,967
1,372,455
1,346,849
1,490,660
1,665,629
1,940,872
432
Year
(N)
Fiscal
Tax Increment -
Incremental Tax Rev~
Tax Increment - Unitary
RDA
Adjustment!
Incremental Tax Revenues
Annual Growth from
Revenues1
Prior Year
N/A
Fee
County
Administration
Tax
Increment
to A2ency
Appendix Table D-2a
Historical Tax Increment Revenues per County Reports
EI Camino Original Project Area
Appendix Table D-2b
Historical Tax Increment Revenues per County Reports
EI Camino Added Project Area
InCl"emental Tax Revenues Incremental Tax Revenues County Tax
Year Fiscal Tax Increment - Tax Increment - Unitary RDA Annual Growth from Administration Increment
(N) Year Secured Unsecured Revenue Adjustmentl Revenues2 Prior Year Fee to A~encv
15 2000/ 0 I N/A N/A N/A N/A N/A N/A NiA N/A
16 200l/ 02 N/A N/A N/A N/A N/A N/A N/A N/A
17 2002/ 03 $ 71,406 $ 28,360 $ - $ - $ 99,766 N/A $ 749 $ 99,017
18 2003/ 04 $ 110,489 $ - $ - $ - $ 110,489 10.7% $ 1,028 $ 109,461
19 2004/ 05 $ 105,996 $ - $ - $ (48,761) $ 57,235 -48.2% $ 1,448 $ 55,787
20 2005/ 06 $ 147,986 $ - $ - N/A $ 147,986 158.6% N/A $ 147,986
Estimate'
Total $ 435 877 $ 28 360 $ - $ (48761' $ 415476 14.0% $ 3225 $ 4J2251
1. Includes adjustments by County Assessor to unsecured and secured rolls as a result of appeals or divergence with estimates upon which initial payments were based.
2. Includes payments from the secured and unsecured roll, unitary revenues and other adjustments. Figures prior to deduction of CountY administrative fees. May include pooled interest
3. FY 2005/06 figures are estimates provided by the San Mateo County Office of the Controller in October 2005.
Seifel Consulting Inc.
December 2005
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
;0
N
N
00
.. Based on revenues from Basic Tax Increment (1.D%), exclusive of supplemental payment. unitary tevenuc and bond overrides.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Seifel Consulting Inc.
December 2005
I-rl
. -
N
N
\0
Year Fiscal
lNl Ye.r
o 2005/ 06
I 2006/ 07
2 2007/ 08
3 2008/ 09
4 2009/ 10
5 2010/ 11
6 201l! 12
7 2012/ 13
8 2013/ 14
9 2014/ 15
10 2015/ 16
II 2016/ 17
12 2017/ 18
13 2018/ 19
14 2019/ 20
15 2020/ 21
16 2021/ 22
17 2022/ 23
18 2023/ 24
19 2024/ 25
20 2025/ 26
21 2026/ 27
22 2027/ 28
23 2028/ 29
24 2029/ 30
25 2030/ 31
26 2031/ 32
27 2032/ 33
28 2033/ 34
29 2034/ 35
30 203506
'TOTAL
Annual
--A-
1,913,000
1,960,000
2,008,000
2,057,000
2,i06,OOO
2,157,000
2,209,000
2,261,000
2,315,000
2,370,000
2,426,000
2,483,000
2,541,000
2,600,000
2,661,000
2,723,000
2,786,000
2,850,000
2,915,000
2,982,000
3,051,000
3,120,000
3,191,000
3,263,000
3,337,000
3,412,000
3,489,000
3,568,000
3,647,000
3,729,000
3.812.000
85,942.000
Incremental
Tax Revenue.
1%
Cumulative
~
1,913,000
3,873,000
5,881,000
7,938,000
10,044,000
12,201,000
14,410,000
16,671,000
18,986,000
21,356,000
23,782,000
26,265,000
28,806,000
31,406,000
34,067,000
36,790,000
39,576,000
42.426,000
45,341,000
48,323,000
51,374,000
54,494,000
57,685,000
60,948,000
64,285,000
67,697,000
71,186,000
74,754,000
78,401,000
82,130,000
JlS..2j2.oo0
Annual Cumulative
B BA
383,000 383,000
392,000 775,000
402,000 1,177,000
411,000 1,588,000
421,000 2,009,000
431,000 2,440,000
442,000 2,882,000
452,000 3,334,000
463,000 3,797,000
474,000 4,271,000
485,000 4,756,000
497,000 5,253,000
508,000 5,761,000
520,000 6,281,000
532,000 6,813,000
545,000 7,358,000
557,000 7,915,000
570,000 8,485,000
583,000 9,068,000
596,000 9,664,000
610,000 10,274,000
624,0001 10,898,000
638,000 11.536.000
653,000 12,189,000
667,000 12.856,000
682,000 13,538,000
698,000 14,236,000
714,000 14,950,000
729,000 15.679,000
746,000 16,425,000
762000 _17,181,000
17.181.000
Housing Set~Aside
Revenue
20%
Annual
CCA-BI
1,530,000
1,568,000
1,606,000
1,646,000
. 1,685,000
1,726,000
1,767,000
.1,809,000
1,852,000
1,896,000
1,941,000
1,986,000
2,033;000
2.080,000
2.129,000
2,178,000
2,229,000
2,280,000
2,332,000
2,386,000
2,441,000
2,496,000
2,553,000
2,610,000
2.670,000
2,730,000
2,791,000
2.854,000
2,918,000
2,983,000
3,050.000
j8.75S,OPO
Cumulative
CA CAA.BA
1,530,000
3,098,000
4,704,000
6,350,000
8,035,000
9,761,000
11,528,000
13,337,000
15,189,000
17,085,000
19,026,000
21,012,000
23,045,000
25,125,000
27,254,000
29,432,000
31,661,000
33.941,000
36,273,000
38,659,000
41,100,000
43,596,000
46,149,000
48,759,000
51,429,000
54,159,000
56,950,000
59,804,000
62,722,000
65,705,000
68, 7~S,ooO
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
Q
o
StatutOlY
Pass
Th!!!.u
D
Contractual
Pall
Throueh
-L-
177,000
188,000
199,000
210,000
222,000
250,000
262,000
274,000
287,000
300,000
313,000
327,000
341,000
355,000
319,000
334,000
349,000
364,000
380,000
396,000
412,000
428,000
445.000
462,000
480,000
498,000
516,000
534,000
553,000
573,000
592.000
llM!!.!!OO
Total
Pass
Throueh
-L-
177,000
188,000
199,000
210,000
222,000
250,000
262,000
274,000
287,000
300,000
313,000
327,000
341,000
355,000
319,000
334,000
349,000
364,000
380,000
396,000
412,000
428,000
445,000
462,000
480,000
498,000
516,000
534,000
553,000
573,000
592.000
11.340,JI00
Remaining after
Pa.. Through
Pavments
~
1,353,000
1,380,000
1,407,000
1,436,000
1,463,000
1,476,000
1,505,000
1,535,000
1,565,000
1,596,000
1,628,000
1,659,000
1,692,000
1,725,000
1,810,000
1,844,000
1,880,000
1,916,000
1,952,000
1,990,000
2,029,000
2.068,000
2,108,000
2,148,000
2,190,000
2,232,000
2,275,000
2,320,000
2,365,000
2.410,000
2,458.000
78 872.000
19,000
20,000
20,000
21.000
21,000
22,000
22,000
23,000
23,000
24,000
24,000
25,000
25,000
26,000
27,000
27,000
28,000
29,000
29,000
30,000
31,000
31,000
32,000
33,000
33,000
34,000
35,000
36,000
36,000
37,000
38.000
861.!!00
County Property
Tax Admin Fee
1%
of AnlLuaLU
H
Other eDSCS
ERAF Bond
Contribution Debt
Service
PovmenlS
L-
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
Q
u
!
144,000
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
----.!!
L44.UOO
K
Agency
Administration
10% olG
135,000
138,000
141,000
1<14,000
146,000
148,000
151,000
154,000
157,000
160,000
163,000
166,000
169,000
173,000
181,000
184,000
188,000
192,000
195,000
199,000
203,000
207,000
211,000
215,000
219,000
223,000
228,000
232,000
237,000
241,000
246.000
5~00
Non..Housing Revenue
Remaining after
Pass Through and
Other enses
Annual Cumulative
L G-H- -K M
1,055,000. 1,055,000
1,222,000 2,277,000
1,246,000 3,523,000
1,271,000 4,794,000
1,296,000 6,090,000
1,306,000 7,396,000
1,332,000 8,728,000
1,358,000 10,086,000
1,385,000 11,471,000
1,412,000 12,883,000
1,441,000 14,324,000
1,468,000 15,792,000
1,498,000 17,290,000
1,526,000 18,816,000
1,602,000 20,418,000
1,633,000 22,051,000
1,664,000 23,715,000
1,695,000 25,410,000
1.728,000 27,138,000
1,761,000 28,899,000
1 70>:; fYV"I 'In ~OA nnn
'''N'"""I Jv,vn,vw
1,8.30,000 32,524,000
1,865,000 34,389,000
1,900,000 36,289,000
1,938,000 38,227,000
1,975,000 40,202,000
2,OlZ,OOO 42,214,000
2,052,000 44,266,000
2,092,000 46,358,000
2,132,000 48,490,000
-1.!11.QQQ 50,664,000
~,6(;4.000
Non..Housing
Revenue
Appendix Table D-3a
Tax Increment Projections through 2035/36
EI Camino Corridor Redevelopment Project - Original Area
South San Francisco Redevelopment Agency
(In Future Value. or "Actual" Dollars. Rounded to d,e Nearest $1,000)
Pass..through Payments
Non~Housing
Revenue
Appendix Table D-3b
Tax Increment Projections through 2035/36
EI Camino Corridor Redevelopment Project- Added Area
South San Francisco Redevelopment Agency
(In Future Value, or "Actual" Dollars, Rounded to tile Nearest $1,000)
Non..Housing Revenue
Remaining aitu
Pa.. Through and
Other enses
Annual Cumulative
L CO.H. .K M
62,000 62,000
76,000 138,000
82,000 220,000
86,000 306,000
92,000 398,000
98,000 496,000
104,000 600,000
108,000 708,000
112,000 820,000
118,000 938,000
120,000 1,058,000
126,000 1,184,000
129,000 1,313,000
135,000 1,448,000
140,000 1,588,000
145,000 1,733,000
150,000 1,883,000
154,000 2,037,000
160,000 2,197,000
165,000 2,362,000
171,000 2,533,000
177,000 2,710,000
182,000 2,892,000
189,0001 3,081,000
192,000 3,273,000
199,000 3,472,000
206,000 3,678.000
211,000 3,889,000
215,000 4,104,000
221,000 4,325,000
Z25,000 4.5.50,000
50.000 .
Agencv
Adminls'ratIon
l[)% of 0
8,000
9,000
9,000
10,000
11,000
11.000
12,000
12,000
13,000
13,000
14,000
14,000
15,000
15,000
16,000
16,000
17,000
18,000
18,000
19,000
20,000
20,000
21,000
II,OOO
22,000
23,000
24,000
24,000
25,000
25,000
26.000
2lJlOO
K
e..!!!!:!
Bond
Deb,
Service
FavmePM
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
!!
II
Other
ERAF
Contribution
1
11,000
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
-.!!
H.OOO
County Property
Tax Admin Fee
1%
,,{ Annual II
H
1,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
3,000
3,000
3,000
3,000
3,000
3,000
3,000
4,000
4,000
4,000
4,000
4,000
4.000
4,000
5,000
5,000
5,000
5,000
5,000
5,000
Q,QQQ
104.000
Non..Housing
Revenue
Remaining after
Pass Through
Payments
O~
82,000
87,000
93,000
98,000
105,000
111,000
118,000
122,000
127,000
133,000
137,000
143,000
147,000
153,000
159,000
164,000
170,000
176,000
182,000
188,000
195,000
201,000
207,000
214,000
.L.l",UUU
227,000
235,000
240,000
245,000
251,000
257.000
5,186.0ll0
P....througb Pa}'1l1enls
T ota!
Pass
Throueh
---L-
36,000
39,000
41,000
44,000
46,000
49,000
52,000
56,000
61,000
65,000
70,000
75,000
80,000
85,000
90,000
95,000
100,000
106,000
111,000
117,000
122,000
128,000
134,000
J40,Ooo
1"" nnn
""",uuu
153,000
159,000
167,000
176,000
184,000
193,000
3,12LoOO
Statutory
Pass
Throueh
-12-
36,000
39,000
41,000
44,000
46,000
49,000
52,000
56,000
61,000
65,000
70,000
75,000
80,000
85,000
90,000
95,000
100,000
106,000
111,000
117,000
122,000
128,000
134,000
140,000
147,000
153,000
159,000
167,000
176,000
184,000
193,000
3.Ul.000
Non.Housing
Revenue
Cumulative
CA CAA.BA.
118,000
244,000
378,000
520,000
671,000
831,000
1,001,000
1,179,000
1,367,000
1,565,000
1,772,000
1,990,000
2,217,000
2,455,000
2,704,000
2,963,000
3,233,000
3,515,000
3,808,000
4,113,000
4,430,000
4,759,000
5,100,000
5,454,000
5,820,000
6,200,000
6,594,000
7,001,000
7,422,000
7,857,000
8.30:z.oo0
Annual
CCA.B)
118,000
126,000
134,000
142,000
151,000
160,000
170,000
178,000
188,000
198,000
207,000
218,000
227,000
238,000
249,000
259,000
270,000
282,000
293,000
305,000
317,000
329,000
341,000
354,000
366.000
380,000
394,000
407,000
421,000
435,000
450.000
8.301.l!!!O
Housing Set-Aside
Revenue
20%
Cumulative
~
29,000
60,000
94,000
130,000
168,000
208,000
250,000
295,000
342,000
391,000
443,000
497,000
554,000
613,000
675,000
740,000
808,000
878,000
951,000
1,027,000
1,106,000
1,188,000
1,273,000
1.361.000
1,453,000
1,548,000
1,646,000
1,748,000
1,853,000
1,962,000
2,074,000
Annual
-1L-
29,000
31,000
34,000
36,000
38,000
40,000
42,000
45,000
47,000
49,000
52,000
54,000
57,000
59,000
62,000
65,000
68,000
70,000
73,000
76,000
79,000
82,000
85,000
88,000
92,000
95,000
98,000
102,000
105,000
109,000
112.000
2.0'M,llOO
Incremental
Tax Revenue.
1%
Cumulative
~
147,000
304,000
472,000
650,000
839,000
1,039,000
1,251,000
1,474,000
1,709,000
1,956,000
2,215,000
2,487,000
2,771,000
3,068,000
3,379,000
3,703,000
4,041,000
4,393,000
4,759,000
5,140,000
5,536,000
5,947,000
6,373,000
6,815,000
7.273,000
7,748,000
8,240,000
8,749,000
9,275,000
9,819,000
10,381,000
Annual
--A-
147,000
J 57,000
168,000
178,000
]89,000
200,000
212,000
223,000
235,000
247,000
259,000
272,000
284,000
297,000
311,000
324,000
338,000
352,000
366,000
381,000
396,000
411,000
426,000
442,000
458,000
475,000
492,000
509,000
526,000
544,000
562.000
10,381.000
Year Fiscal
(N) Year
o 2005/ 06
I 2006/ 07
2 2007/ 08
3 2008/ 09
4 2009/ 10
5 2010/11
6 2011/12
7 2012/ 13
8 2013/ 14
9 2014/ 15
10 2015/16
11 2016/ 17
12 2017/18
13 2018/ 19
14 2019/20
15 2020/ 21
16 20211 22
17 2022/ 23
18 2023/ 24
19 2024/ 25
20 2025/ 26
21 2026/ 27
22 2027/ 28
23 2028/ 29
24 2029/ 30
25 2030/ 31
26 20311 32
27 2032/ 33
28 2033/ 34
29 2034/ 35
30 2035/ 36
TQTAL
;d
IV
w
o
Seirel Consulting Inc.
December 2005
Based on revenues from Basic Tax Increment (1.0%), exclusive of supplemental payment. unitary revenue and bond overrides.
South San Francisco Redevelopment Agency
Fiscal Consultan". Report
P.231
Appendix E:
Shearwater Project Area
Appendix Table E-l
Historical Growth in Assessed Value:l :FY 2000/01 throngh FY 2005/06
Shearwater Project Area
Fiscal State Secured (incl.
Year Board Exemotions)
Base Year: 1985/ 86 N/A* $ 3,638,353
2000/ 01 $ - $ 87,948,65
20011 02 $ - $ 104,938,57
2002/ 03 $ - $ 155,421,29.
. 2003/ 04 $ - $ 217,777,2t
2004/ 05 $ - $ 283,638,05:
2005/ 06 $ - $ 301,908,37(
Average Annual Growth
Prom Base Year N/A* 24.7~
From 2000/01 to 2005/06 N/A 28.0~
~
Less Other .
Unsecured Exemptions2 Total
$ - N/A* $ 3,638,353
$ - $ - $ 87,948,659
$ 439,421 $ - $ 105,377,991
$ 44,486 $ - $ 155,465,785
$ 7,763,529 $ - $ 225,540,744
$ 9,U5,048 $ - $ 292,753,101
$ 9,623,745 $ - $ 311,532,115
:11 N/A N/A* 24.5%
N/A N/A 28.8%
9
o
9
* N/A = Not Available. Base year assessed value reports do not specifY bow much of the base value is attributable to State Board
and how much of the value was exempt. The values are included within the secured and/or unsecured assessed values listed.
1. Assessed Values are those presented to the South San Francisco Redevelopment Agency as the total value of assessable
property within the Project Areas. according to the County Assessment Roll,
2. Exemptions other than the Homeowners Property Tax Relief (HOPTR),
Source: South San Francisco Redevelopment Agency, San.Mateo County Controller.
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Seifel Consulting Inc,
December 2005
P.232
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
Seifel Consulting Inc.
December 2005
~
N
VJ
VJ
Source: South San Francisco Redevelopment Agency, San Mateo County Office of the Controller.
1.
2.
3. FY 2005/06 figures are estimates provided by the San Mateo County Office of the Controller in October 2005.
10,683,703
Includes adjustments by County Assessor to unsecured and secured rolls as a result of appeals or divergence with estimates upon which initial payments were based.
Includes payments from the secured and unsecured roll, unitary revenues and other adjustments, Figures prior to deduction of County administrative fees. May include pooled interest.
Total
Year
lID...
2
3
4
5
6
7
2005/ 06
Estimate3
Year
2000/ 01
2001/ 02
2002/ 03
2003/ 04
2004/ 05
$
$
$
$
$
$
$
10.539
Secured
843,103
1,013,002
758,915
2,141,389
2,799,997
2,982,700
106
$
$
$
$
$
$
$
271
77,635
91,150
96,237
-
6,033
445
500
$
Revenue
$
$
$
$
$
$
19.429
2,615
3,610
3,077
3,196
3,353
3,578
$
$
$
$
$
$
(146,332)
-
(128,305)
N/A
(16,116)
(947)
(964)
$
$
$
$
$
$
$
829,602
1,021,698
761,473
2,222,220
2,766,195
3,082,515
30.0%
-25.5%
191.8%
24.5%
11.4%
$
$
$
$
$
$
90.932
Fee
12,994
13,075
15,662
20,692
28,509
N/A
$
$
$
$
$
$
$
1<1..592,771
to A2ency
816,608
1,008,623
745,8 II
2,201,528
2,737,686
,3,082,515
Prior Year
N/A
23.2%
Fiscal
Tax Increment -
Unsecured
Incremental Tax Revenues
Tax Increment -
Unitary
RDA
Adjustment!
Incremental Tax Revenues
Annnal Growth from
Revenues2
County
Administration
Tax
Increment
Historical Tax Increment Revennes per County Reports
Shearwater Project Area
Appendix Table E-2
Appendix Table E-3
Tax Incremcnt Projections throngh 2035/36
Sbearwater/U.S. Steel Site Redevelopmeot Projecl
Sootb San Franeisco Redevelopment Agency
(In Future Value, or "Acluar'Dollars, Rounded to the Neares,
No....Houling Revenue
Remaining: afrer
Pan Through and
Odter ...
Annual Cumuladvc
M (G.H. .K.L N
I.Zl8.ooo 1,218.000
1.493.000 2,111.000
1,520,000 4,231,000
1,547.000 5,718,000
1,575,000 7,353,000
1,603,000 8,956,000
1.633.000 10,589,000:
1,662.000 12,251.000
1.693,000 13,944,000
1,723,000 15,667,000
1.756.000 11,423,000
1,788,000 19,211,000
1.820,000 21,031,000
1,853.000 22,884,000,
1,886.000 24,710,000,
1,921.000 26,691,000
1.956.000 28,641,000,
1.991,000 30,638,000
2,028.000 32,666,000
2,065,000 34,131,000
2,103.000 36,834,000
2,143.000 38,971,000
2,181.000 41,158,000
2.222.000 43,380,000
2,262.000 45,642,000
2.303.000 41,945,000
2,347.000 50,292,000
2,390,000 52,682,000,
2,435,000 55,117,000
l.479,OOO 57,596,000
2 26000, 60.U2,0ll!l,
68.122,000
Odter
Agency
ObllgadolU
o
o
o
n
o
o
o
o
o
0,
o
o
o
o
0,
o
o
o
o
o
o
o
o
o
0,
o
o
o
o
o
Q
o
L
Agency
Adminlslnldon
-
10% 01 G)
166.000
169,000
173.000
176.000
179.000
182,000
185,000
189.000
192,000
196,000,
199.000
203,000
207.000,
210.000
214.000:
218,000
222,000
226,000
230,000
234.000
239,000
243,000,
248.000
252,000
257.000
262.000
266,000
271,000
276,000
282,000,
287,000
6,sSJ,000
K
11,000)
Other Ex DleB
County Proper~ ERAF Bond
Tax Admin Fee Contribution Debt
1 % Service
of Annual TI _Pavm~nl:5
H
31.000
31.000
32.000
33,000
33.000
34,000
35,000
35.000
36,000
37.000
37,000
38.000
39,000
40,000
40,000
41.000
42.000
43,000
44.000
45,000
45.000:
46.000
47,000
48.000
49.000
50.000
1:1 """
.J~.vvu
52,000
53.000
54,000
55.000,
.2'6,000
o
o
o
o
o
o
o
o
o
o
0,
o
o
o
o
o
o
o
o
0,
o
o
o
o
o
iJ
o
o
o
o
Q
o
t
249,000
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
u
u
o
o
o
o
249,000
Non~Hou5ing
Revenue
Total I Remaining after
Pas8 Pasl Through
Throum ~
---L- ~
199,000 1,664,000
818,000 1,693,000
836,000 1,725,000
855,000 1,156,000
815,000 1,181,000
895,000 1,819,000
915,000 1,853,000
936,000 1,886,000
951,000 1,921,000
978,000 1,956,000
1,000,000 1,992,000
1,022,000 2,029,000
1,045,000 2,066,000
1,069,000 2,103,000
1,094,000 2,140,000
1,118,000 2,180,000
1,143,000 2,220,000
1,110,000 2,260,000
1,196,000 2,302,000
1,222,000 2,344,000
1,250,000 2,381,000
1,211,000 2,432,000
1,306,000 2,476,000
1,335,000 2,522,000
1,365,000 2,568,000
113951000 2,615,OO{)
1.426;000 2,664,000
1,451,000 2,113,000
1,489,000 2,764,000
1,522,000 2,815,000
1.555.000 2,868000
35.320,000 68,520,000
Pa....through Payments
Statutory Contractual
Pall Pus
Thron Thrun
D Il
o 799,000
3,000 815,000
5,000 831,000
8,000 841,000
11,000 864,000
14,000 881,000
17,000 898,000
20,000 916,000
23,000 934,000
26,000 952,000
29,000 971,000
32,000 990,000
36,000 1,009,000
40,000 1,029,000
44,000 1,050,000
48,000 1,070,000
52,000 1,091,000
51,000 1,113,000
61,000 1,135,000
65,000 1,151,000
10,000 1,180,000
14,000 1,203,000
79,000 1,227,000
84,000 1,251,000
89,000 1,276,000
94,000 1.301,000
99.000 1 1,321,000
104,000 1,353,000
109,000 1,380,000
115,000 1,407,000
120000 I 435 000
1,628,00Q ~~692,OOO
Non#Housing
Revenue
Cumuladvc
CA lAA.BAI
2,463,000
4,914,000
1,535,000,
10,146,000
12,808,000,
15,522,000
18,290,000:
21,112,000
23,990,000
26,924,000
29,916,000
32,961,000,
36,078,000
39,250,000
42,484,000
45,182,000,
49,145,000
52,515,000
56,013,000
59,639,000
63,216,000
66,985,000
70,767,000
14,624,000
18,551,000
82,561,000
86.651,000
90,827,000
95,080,000
99,411,000
103,8!1!.0!!Q
Annual
CIA.B)
2,463,000
2,511,000
2,561,000
2,611,000
2,662,000
2,114,000
2,768,000
2,822,000
2,818,000
2,934,000
2,992,000
3,051,000
3,111,000
3,112,000
3,234,000
3,298,000
3,363,000
3,430,000
3,498,000,
3,566,000
3,637,000
3,109,000
3,182,000
3,851,000
3,933,000
4,010,000,
4,090,000
4,110,000
4,253,000
4,331,000
4,423,000,
103.840,000
Houling Set.A.side
Revenue
20%
Cumulative
-.!!L-
616,000
1,244,000
1,884,000
2,531,000
3,203,000
3,882,000
4,574,000
5,280,000
5,999,000
6,133,000
7,481,000
8,244,000
9,022,000
9,815,000
10,624,000
11,449,000
12,290,000,
13,141,000
14,021,000,
14,913,000
15,822,000
16,149,000
11,694,000
18,658,000
19,641,000
20,644,000
21,666,000
22,709,000,
23,172,000
24,856,000'
25.962.000
Incremental
Tax Revenue-
1%
Annual Cumulative Annual
A AA B
3,019,000 3,019,000 616,000
3,139,000 6,218,000 628,000
3,201,000 9,419,000 640,000
3,264,000 12,683,000 653,000
3,328,000 16,011,000 666,000
3,393,000 19,404,000 619,000
3,460,000 22,864,000 692,000
3,528,000 26,392,000 106,000
3,591,000 29,989,000 719,000
3,668,000 33,651,000 734,000
3,740,000 31,397,000 748,000
3,814,000 41,211,000 163,000
3,889,000 45,100,000 778,000
3,965,000 49,065,000 193,000
4,043,000 53,108,000 809,000
4,123,000 51,231,000 825,000
4,204,000 61,435,000 841,000
4,281,000 65,122,000 851,000
4,312,000 70,094,000 874,000
4,458,000 14,552,000 892,000
4,546,000 79,098,000 909,000,
4,636,000 83,134,000 927,000
4,121,000 88,461,000 945,000
4,821,000 93,282,000 964,000
4,916,000 98,198,000 983,000
5,013,000 103,211,000 1,003,000
5,112,0001 108,323,0001 1,022,000
5,2i3,OOO/ J 13,536,000/1,043.000
5,316,000 118,852,00 0 1,063,000
5,421,000 124,213,000 1,084,000
5,529.000 129,802.000 1,106,000
129.802,000 2S,262,00!l
Year Fiscal
CNl Year
o 2005/ 06
I 2006/ 01
2 2001/ 08
3 2008/ 09
4 2009/10
5 2010/ 11
6 2011/ 12
1 2012/ 13
8 2013/14
9 2014/ 15
10 2015/16
11 2016/17
12 2011/18
13 2018/19
14 2019/20
IS 2020/ 21
16 2021/22
11 2022/ 23
18 2023/ 24
19 2024/25
20 2025/ 26
21 2026/ 21
22 2021/ 28
23 2028/ 29
24 2029/ 30
25 2030/ 31
26 2031/ 32
27 2032/ 33
28 2033/ 34
29 2034/ 35
30 2035/ 36
T~u
:-0
N
VJ
fP..
SeMel Consulting Jnc.
December 2005
Increment (1.0%), ex.clusive ofsupplemental payment. unitary revenue and bond overrides.
. Based OD revenues from Basic Tax
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
P.235
Appendix F:
Contractual Pass-through Obligations
Appendix Table F-l
Contractual Pass Through Obligations*
Downtown/Central Original Proiect Area
Notes
The $38M threshold was reached initiating pass through
payments to the County from the Downtown Project Area in
FY 2004/05.
Through Payment
Basis of Pass
Levy'
25.653%
(Fixed per
Agreement)
Year Ends
End of
project
Year Begins
In tbe year cumulative Net Tax Increment' received
by the Agency reacbes $38 million (FY 2004/05).
Entitles
San Mateo County
Incremenf
Tax
Ne
South San Francisco Unified
School District
(Section 1.01)
No Payment unless the two conditions under "Year Begins"
occur and the district demonstrates that fact. Unless
statewide scbool fmancing changes or district is on verge of
becoming a Basic Aid district, this payment is unlikely to be
triggered. These payments are to be made from revenues
available to the Agency after the payment of indebtedness
and all statuto!:)' obligations.
80% of the Inflation Allocation'
Amount of reduction in the District's
operating revenue rising from conditions
stated in "Year Begins" column.
43.687%
"Reimbursable
Amount" equals
District's operating
revenue loss, not
specific percent.
End of
project
When both conditions occur: I) direct reduction in
South San Francisco Unified I available operating revenue due to the District as a I When both
School District result of the Redevelopment Plan; 2) such reduction conditions
(Section 1.02) cannot reasonably be mitigated by State general fund are not met.
revenue or alternative funds.
First year of Tax Increment collection.
San Mateo County
CommunIty College District
(Section 1.01)
No Payment unless the two conditions under "Year Begins"
occur and the district demonstrates that fact Unless
statewide school fmancing changes or district is on verge of
becoming a Basic Aid district, this payment is unlikely to be
triggered. These payments are to be made from revenues
available to the Agency after the payment of indebtedness
and all statutory obligations.
Inflation Allocation'
Amount of reduction in the District's
operating revenue rising from conditions
stated in "Year Begins" column.
80% of the
7.338%
"Reimbursable
Amount" equals
District's operating
revenue loss, not
specific percent.
End of
project
When both conditions occur: I) direct reduction in
San lVIateo County available operating revenue due to the District as a I 'Vhen both
Community College District I result of the Redevelopment Plan; 2) sucb reduction I conditions
(Section 1.02) cannot reasonably be mitigated by State general fund are not met.
revenue or altemative funds.
year of Tax Increment collection.
Firs
;d
IV
W
U\
San Mateo County
Superintendent of Schools
(Section 1,01)
No Payment unless the two conditions under "Year Begins"
occur and the district demonstrates that fact. Unless
slatewide school financing changes or district is on verge of
becoming a Basic Aid district, this payment is unlikely to be
triggered. These payments are to be made from revenues
available to the Agency after the payment of indebtedness
and all statutory obligations.
80% of the Inflation Allocation'
Amount of reduction in the District's
operating revenue rising from conditions
stated in "Year Begins" column.
3.82%
When both conditions occur: I) direct reduction in "Reimbursable
available operating revenue due to the District as a I When both Amount" equals
result of the Redevelopment Plan; 2) such reduction conditions I District's operating
cannot reasonably be mitigated by State general fund are not met. revenue loss, not
revenue or alternative funds. specific percent.
End of
project
First year of Tax Increment collection.
San Mateo County
Superintendent of Schools
(Section 1.02)
-
* To the best oilhe knowledge oilhe Agency and Seifel Consulting, this table sununarizes the Agency's pass through obligations. Some of the contractual pass through agreements contain ambiguiouslanguage; see the
executed agreements for the actual legal language governing these agreements (where applicable, the sections of the pass through agreements is indicated in the frrst column above).
to be paid annually to the taxing entity. With the exception of the County
2004/05.
~ !lI ~: Tax increment revenue remaining after payment into the housing set-aside fund. This includes override payments and money paid to the County for Property Tax Administration.
Inflation Allocation: Maximwn of two percent inflation allocation on the base year property tax payments received by the taxing entity per H&S Code Section 33676. The taxing entity receives 80 percent of the inflation
allocation as this is equivalent to 100 percent ofthe inflation allocation net of the 20 percent of that allocation that the Agency deposits into the Housing Set-Aside fund.
sbown
Levies
levies are updated annually by the County Controller's Office.
levy which was fixed by agreement,
1m: The percent of the baSIS
above are from FY
I.
2.
3.
Seifel Consulting Inc.
December 2005
Redevelopment Agency, Meyers Nave Riback Silver & Wilson.
Source: Pass Through Agreements, South San Francisco
South San Francisco Redevelopment Agency
Fiscal Consultant's Report
South San Francisco Redevelopment Agency
Draft Fiscal Consultant's Report
Seifel Consulting Inc.
December 2005
Source: Pass Through Agreements, South San Francisco Redevelopment Agency, Meyers Nave Riback Silver & Wilson.
,Lm: The percent of the basis to be paid annually to the taxing entity. Lcvies are updated ann~lIy by the County Controller's Office, with the exception of the levy for the County on the McLellan Nursery Site. Pursuant to Section 2.1(c)
of the contractual agreement and the property tax exchange provisions of the Annexation Agreement, 22.04 percent crtbe basic one percent property tax is applied as the County Share crlbe Assessed Value of the McLellan Nursery Site.
Annually updated levies shown above are from FY 2004/05.
2. The Undergrounding andIorTransit Agreement refers to the agreement with BART executed 11/4/1998 (FY 1998/99).
3. Net Tax Increment Revenue (San Mateo County Aln'eemenO: Tax increment revenue remaining after deducting County property tax administration fee, the Housing Set.Aside, ERAF payment, other amounts required to be paid, deposited
or set-aside by statute, the amounts paid to any other affected entities for that fiscal year (provided that payments to Other Taxing Entities shall not exceed the amount equal to the H&S Code Section 33676).
4. Inflation Allocation: Maximum of two percent inflation allocation on the hBBC year property tax payments received by the taxing entity per H&S Code Section 33676. In the case of the San Mateo County Superintendent of Schools, the taxing
entity receives 80 percent of the inflation allocation as this is equivaJent to 100 percent of the inflation allocation net of the 20 percent of that allocation that the Agency deposits into the Housing Set.Aside fund:'
S. TaMet Fiscal Year: Per Fiscal Agreement with SBFUBD, the Target Fiscal year is the fiscal year in which tha "Net Tax: Incrern.ent Revenue" allocated to and received by tbe Agency in any given year fllSt equals or exceeds $3,760,000.
6. Net Tax Increment Rennue ($outh San Francisco Unified School District AllI'eementl: Tax increment revenue remaining after deducting County property tax administration fee, the Housing Set-Aside, ERAF payment, other amounts required
to be paid, deposited or set-aside by statute, aod the amounts paid to 'any other affected entities for that fiscal year (provided that payments to Other Taxing Entities shalJ not exceed the amount equal to the H&S Code Section 33676).
7. . l: Tax increment revenue remaining after the deduction for the Housing Set-Aside Fund.
. To lhe best of the knowledge of the Agency and Scirel Consulting, this table summarizes; tbe Agency's pass through obligations, Some of the contractual pass through agreements contain ambiguious language; see the
executed agreements for the actual legal language governing tbese agreements (tbe sections of the pass througb agreements is indicated in the first column above).
San Mateo Connty Superintendent of
Schools (Section 2.1)
FY
994/95
End of project
3.00%
80% of the Inflation Allocation4
San Mateo County Commnnity CoUege
District (Section 2.1 (d))
FY 2010/1
End of project
7.54%
37.5% ofthe entity's share (levy) of the Net
Tax Increment Revcnue'
San Mateo County Community CoUege
District (Section 2.1 (c))
FY 20M/OS
FY 2009/10
7.54%
25.0% ofthe entity's share (levy) ofthe Net
Tax Increment Revenue7
San Mateo County Commonlty CoUege
District (Section 2.1 (b))
FY
999/00
FY 2003/04
7.54%
12.5% ofthe entity's share (levy) of the Nct
Tax Increment Revenue7
'-'
~v
N
CJJ
-.....:j
San Mateo Couoty Commuolty CoUege
District (Sectioo 2,1 (a))
FY
Target Fiscal Year,!.
whichever comes first
994/95
FY
998/99
7.540/0
Inflation AUocation'
Actual increase in reai property vaiue, not to
exceed 5% per annum.
South San Francisco Unified SdiOvl
District (Soclion 2.1(c))
Transit Agreement')
21 years from the first year 0
payment or Year preceding
End
o
f
pmJec
44.89%
20 years from the first year o~
payment or year preceding
Target Fiscal Year,'
whichever comes first
Lesser of
$50,000 or 33%
of Basis
Sooth San Francisco UnIfied School
District (Section 2,1(b))
FY 199912000 (the Fiscal
Year after execution of the
Net Tax Increment Revenue'
South San Francisco Unified School
District (Section 2.1(a))
FY
Undergrounding Agreemenf)
Fiscal Year following tbe FY
in which the Agency collects
$93 Million in Net Tax
Increment'
994/95
Year preceding Target Fiscal
Year'
44.89%
Inflation Allocation'
80% of Tax Increment Revenue througb FYlcounty's share not paid to the county (20% of25.37%
2032/33 -OR- 100% if the Plan extends until FY 2032/33) shall he deposited into the Housing Set
heyond FY 2032/33. Aside Fund.
San Mateo Coonty (SecUon 2.1(d))
End of project
26.35%
Fiscal Year in which Agency
collects $93 Million in Net
Tax Increment'
San Mnteo County
(Section 2.1(c))
FY 1999/00 (tbe Fiscal Year
after the execution of the
26.350/0
Inflation Aliocation'
San Mateo County (SecUon 2.1(b))
FY
994/95
FY 1998/99 (the FY the
Undergrounding Agreement'
is executecl)_
26.35%
80% of Tax Increment Revenue through FY
1997/98, 100% thereafter.
San Mateo County (Section 2.1(a))
FY
994/95
End of project
N1A
Annual saJes tax revenue from busin~sses inJNo businesses that were in operation on the site have
operation at the McLellan Nursery S.te as of] genemted sales tax since FY 1994/95.
June 22. 1993.
Year Begins
Appendix Table F-2
Contractual Pass Through Obligations*
El Camino Corridor Original Project Area
Year Eods Le.!i.. Basis of Pass Throogh Payment
Notes
Appendix Table F-3
Contractual Pass Through Obligations*
Proiect Area
Shearwater
Year
Ends
Area
Notes
The $10 million dollar threshold was reached initiating pass
through payments to the County from the Shearwater Project
in FY 2004/05.
Basis of Pass Through
Pavrnent
Levi
Year Begins
Trigger
Agency receives
cumulative $10 million in
Net Tax Increment
Revenuc2
Entities
Tax Increment Revenue
Payments shall be made in a pro rata manner as Agency receives
periodic distribution of tax increments during the year. In no event
shall payments to the District be made: a) prior to when Agency
has received $ 10M in cumulative TI revenue, b) unless Agency
Based on the District's written determines payment is necessary to alleviate the fmancial burden
request, submitted before April 30th resulting from the project, c) when amoimt exceeds TI received by
of the previous fiscal year. the Agency, pledged or encumbered to carry out redevelopment
projects, d) when payment exceeds amount District would have
received otherwise from property taxes, and e) when it would
violate District's expenditure limitation under Article XIII.B. of the
California Constitution.
25.96%
End of
Project
Change in the California
school finance system that .
caus75 the financing of the IFlsca~ year afterr~ce~vingl End of
Project to be a burden to notice by the DIStrict Project
the District.
FY 2004/05
San Mateo County
South San Francisco
Unified School District
Payments shall be made in a pro rata manner as Agency receives
periodic distribution of tax increments during the year. In no event
shall payments to the District be made: a) prior to when Agency
has received $ 10M in cumulative TI revenue, b) unless Agency
~
N
VJ
(1:J
,.1,..tprrn1npc:! n!HT1"n""nt;C!. n",,,,pC!C!!:Iru tn !:Illpvl!:1tp th,.. hnAnt"".1J:111 hnrrfp.n
o.&......"".....u...........u r...J~Jl-~~....... ......___..,......LJ ..'" ..aa_........._ ___ ............-.._a_a ...........-_....
resulting from the project, c) when amount exceeds TI received by
the Agency, pledged or encumbered to carry out redevelopment
projects, d) when payment exceeds amount District would have
received otherwise from property taxes, and e) when it would
violate District's expenditure limitation under Article XIII.B. of the
California Constitution.
Based on the District's wTitten
request, submitted before April 30th
of the previous fiscal year.
Change in the California
school finance system mat .
causes the financing of the IFlsca~ year after receiving I End of
Project to be a burden to nol1ce by the District. Project
the District.
San Mateo Connty
Community College
District
~ To Ihe best ofthe knowledge of the Agency and Seifel Consulting, this table summarizes the Agency's pass through obligations. Some of the contractual pass through agreements contain ambiguious
language; see the executed agreements for the actual legal language governing these agreements.
I. Lm:y: The percent of the basis to be paid annually to the taxing entity. The levy for San Mateo County is fIXed by the contractual pass through agreement.
2. Net Tax Increment Re. e: Tax increment revenue less the part of the increment due to inflationary growth, up to 2 percent annually of the base assessed value.
Seifel Consulting Inc.
December 2005
& Wilson.
Source: Pass Through Agreements, South San Francisco Redevelopment Agency, Meyern Nave Riback Silver
South San Francisco Redevelopment Agency
Draft Fiscal Consul tant's Report
~ 't l\ S:'Ml
g
~ . ~v.\
o "
>- c;;
~ 8
C' ",'i?-.
4I.IFOR~
CAPITAL IMPROVEMENT FINANCING
AUTHORITY
OF THE
CITY OF SOUTH SAN FRANCISCO
P.O. Box 711 (City Hall, 400 Grand Avenue)
South San Francisco, California 94083
Special Meeting to be held at:
MUNICIPAL SERVICES BUILDING
CITY COUNCIL COMMUNITY ROOM
33 ARROYO DRIVE
FEBRUARY 22, 2006
7:02 P.M.
NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the
State of California, the Capital Improvement Financing Authority of the City of South San Francisco
will hold a Special Meeting on Wednesday, the 22nd day of February 2006, at 7:02 p.m., in the
Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California.
Purpose of the meeting:
1. Call to Order
2. Roll Call
3. Public Comments
4. Resolution authorizing the purchase and sale of tax allocation bonds
relating to the Merged Project Area in the aggregate maximum principal
amount of $80,000,000, approving related documents: and authorizing
official actions
5. Adjournment
q~ . )J
/ / 'lit) / ). vtJi.;/7LL-
City Clerk ,I
CAPITAL IMPROVEMENT FINANCING
AUTHORITY
AGENDA ITEM #4
Capital Improvement Financing
Authority Staff Report
DATE: February 22, 2006
TO: Capital hnprovement Financing Authority Board
FROM: Jim Steele, Financial Officer
SUBJECT: APPROVAL OF LEGAL DOCUMENTS FOR REDEVELOPMENT BOND SALE
RECOMMENDATION:
It is recommended that the Capital Improvement ]?inancing Authority Board (Authority) approve
the attached resolution that authorizes the purcha'Se by the Authority of tax allocation bonds from
the South San Francisco Redevelopment Agency for resale to the Agency's underwriter, Citigroup.
The resolution also authorizes the execution of an escrow deposit and trust agreement with the
Bank of New York Trust Company, N.A. and the Redevelopment Agency.
BACKGROUND/DISCDSSION:
Bond sales are structured either for competitive or negotiated sale. Under California redevelopment law,
bonds of a redevelopment agency must be sold by competitive sale, unless sold to a joint exercise of
powers agency. Because the Redevelopment Agency will be selling bonds by a negotiated sale, it needs
the assistance ofthe Capital hnprovement Financing Authority, ajoint exercise of powers authority, also
used in the 1999 Gateway Redevelopment Bond sale. More information on the uses and advantages of
negotiated vs. competitive bond sales is provided in two attachments to this staff report, beginning on
page 31.
The Authority will be a party to the Bond Purchase Agreement (attached to the resolution), under which it
agrees to buy the Redevelopment Agency's tax allocation revenue bonds, for immediate re-sale to
Citigroup. The Authority will also approve and be a party to an Escrow Deposit and Trust Agreement,
which will control the refunding and defeasance of the Agency's and Authority's 1999 Gateway Bonds
(also attached).
Staff Report
To: Capital Improvement Financing Authority Board
Re: Resolution Authorizing the Issuance of Tax Allocation Bonds
Date: February 22, 2006
Page: 2 of 2
FINANCIAL IMPACT:
The bonds will be an obligation of the South San Francisco Redevelopment Agency, payable from
redevelopment property tax increment. The Capital Improvement Financing Authority is involved only
to facilitate the bond sale according to California Redevelopment law.
Prepared by: ~
~
Jim i teele
Financial Officer
Approved by: ~ \
~agel
Executive Directo
Attachments: Resolution
Escrow Deposit and Trust Agreement for 1999 Bonds
Bond Purchase Agreement
Advantage of a Negotiated Redevelopment Bond Sale
"Competitive Versus Negotiated Sale of Debt", California Debt and
Investment Advisory Commission, State of California Treasurer's Office
JS/BN:ed
CITY OF SOUTH SAN FRANCISCO
CAPITAL IMPROVEMENTS FINANCING AUTHORITY
RESOLUTION NO.
RESOLUTION OF THE CITY OF SOUTH SAN FRANCISCO
CAPITAL IMPROVEMENTS Ii'INANCING AUTHORITY
AUTHORIZING THE PURCHASE AND SALE OF TAX
ALLOCATION BONDS RELATING TO THE MERGED PROJECT
AREA IN THE AGGREGATE MAXIMUM PRINCIPAL AMOUNT
OF $80,000,000, APPROVING RELATED DOCUMENTS AND
AUTHORIZING OFFICIAL ACTIONS
WHEREAS, the City of South San Francisco (the "City") and the Redevelopment
Agency of the City of South San Francisco (the "Agency") have heretofore entered into a Joint
Exercise of Powers Agreement establishing the City of South San Francisco Capital
Improvements Financing Authority (the "Authority") for the purpose, among others, of
purchasing bonds issued by the Agency for financing and refinancing public capital
improvements, whenever there are significant public benefits, as determined by the Agency,
pursuant to the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division
7 of Title 1 of the Government Code of the State of California (the "Act"); and
WHEREAS, pursuant to the Act, the Authority is further authorized to sell bonds so
purchased to public or private purchasers at public or negotiated sale; and
WHEREAS, the Agency has previously adopted redevelopment plans for the Gateway,
El Camino Corridor, Downtown/Central and U.S. Steel/Shearwater Project Areas (the
"Constituent Project Areas"); and
WHEREAS, effective June 30, 2005, the Agency caused the Constituent Project Areas to
be fiscally merged, as permitted by the Redevelopment Law, such areas, subsequent to such
fiscal merger, being referred to herein as the "Merged Project Area";
WHEREAS, in order to finance various redevelopment projects in the
Downtown/Central Redevelopment Project Area, the Agency issued its $11,590,000 aggregate
principal amount of Redevelopment Agency of the City of South San Francisco
Downtown/Central Redevelopment Project 1997 Tax Allocation Bonds (the "1997
Downtown/Central Bonds"); and
WHEREAS, in order to finance various redevelopment projects in the Gateway
Redevelopment Project Area, the Agency issued its $28,045,000 aggregate principal amount of
Redevelopment Agency of the City of South San Francisco 1999 Tax Allocation Bonds, Series A
(Gateway Redevelopment Project) (the "1999 Gateway Bonds"); and
WHEREAS, in order to provide funds to purchase the 1999 Gateway Bonds, as well as
the Agency's $3,675,000 1999 Tax Allocation Bonds, Series B (the "1999 Agency Housing Set-
Aside Bonds"), the Authority issued its $31,720,000 1999 Revenue Bonds, Series A (South San
Francisco Redevelopment Projects) (the "1999 Authority Bonds") pursuant to an Indenture of
Trust (the "1999 Authority Indenture"), dated as of February 1, 1999, between the Authority and
The Bank of New York Trust Company, N.A., as successor to U.S. Bank National Association
(the "1999 Trustee"); and
WHEREAS, $28,045,000 of the proceeds of the 1999 Authority Bonds were used to
purchase the 1999 Gateway Bonds, and $3,675,000 of the proceeds of the 1999 Authority Bonds
were used to purchase the Agency's 1999 Housing Set-Aside Bonds; and
WHEREAS, attached a~ Exhibit B to the 1999 Authority Indenture is the amortization
schedule for the 1999 Gateway Bonds and the 1999 Housing Set-Aside Bonds, and the 1999
Authority Bonds shown as maturing (or subject to mandatory redemption) under the column
"Gateway Bonds" in said Exhibit B are referred to herein as the "Refunded 1999 Authority
Bonds";
WHEREAS, the Agency has detennined to refund and defease the 1997
Downtown/Central Bonds and the 1999 Gateway Bonds, but not the 1999 Housing Set-Aside
Bonds; and
WHEREAS, the refunding and defeasance: of the 1999 Gateway Bonds will refund and
defease the Refunded 1999 Authority Bonds; and
WHEREAS, the 1999 Gateway Bonds and the Refunded 1999 Authority Bonds are
referred to herein as the "Prior Gateway Bonds", and the Prior Gateway Bonds and the 1997
Downtown/Central Bonds are referred to herein as the "Prior Bonds"; and
WHEREAS, the Agency has found and declared that it is necessary, essential and a
public purpose for the Agency to issue a series of tax allocation revenue bonds of the Agency,
designated "Merged Redevelopment Tax Allocation Revenue Bonds, Series 2006A" (the
"Bonds") to refund the Prior Bonds, and to finance various redevelopment activities in the
Merged Project Area in the City of South San Francisco (the "City"); and
WHEREAS, the Board of Directors (the "Board") of the Authority has duly considered
such transactions and wishes at this time to authorize proceedings for the purchase and sale of the
Bonds, and to approve an Escrow Deposit and Trust Agreement relating to the refunding and
defeasance of the Prior Gateway Bonds, in the public interests of the Authority;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of
South San Francisco Capital Improvements Financing Authority as follows:
Section 1. The foregoing recitals are true and correct and this Authority so finds and
determines.
Section 2. Sale of Bonds. The Authority hereby approves the purchase and sale of the
Bonds by negotiation with Citigroup Global Markets Inc. (the "Underwriter"). The Bond
Purchase Agreement, by and among the Authority, the Underwriter and the Agency, pursuant to
which the Agency agrees to sell the Bonds to the Authority, for re-sale to the Underwriter, and
the Underwriter agrees to purchase the Bonds from the Authority, are hereby approved, and the
Chairman, the Treasurer and the Executive Director are hereby separately authorized and directed
to execute said documents, with such changes, insertions and omissions as may be approved by
such official, so long as: the aggregate principal amount of the Bonds does not exceed
$80,000,000; so long as the average interest rate on the Bonds does not exceed 5.5% per annum;
and so long as the Underwriter's discount (exclusive of original issue discount) on the Bonds
does not exceed .5%
Section 3. Approval of Escrow Deposit and Trust Agreement. The Escrow Deposit and
Trust Agreement (the "Escrow Agreement") pursuant to which the Prior Gateway Bonds are to be
defeased and refunded, between the Agency, the Authority and The Bank of New York Trust
Company, N.A., as escrow bank (the "Escrow Bank") in the form presented to this meeting, is
hereby approved. The Chair and the Executive Director (the "Designated Officers") are, and
each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of
the Agency, to execute and deliver the Escrow Agreement, and the Secretary is hereby authorized
and directed, for and in the name and on behalf of the Authority, to attest the Designated
Officer's signature to the Escrow Agreement, in said form, together with such additions thereto or
changes therein as are recommended or approved by the Designated Officer, upon consultation
with bond counsel to the Authority. The approval of such additions or chaIlges shall be
conclusively evidenced by the execution and delivery by the Authority of thf~ Escrow Agreement.
Section 4. This resolution shall take effect :from and after its adoption.
******
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
Board of Directors of the City of South San Francisco Capital Improvements Financing Authority
at a special meeting held on the 22nd day of February, 2006 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
CITY OF SOUTH SAN FRANCISCO
CAPITAL IMPROVEMENTS FINANCING
AUTHORITY
By
Chair
Attest:
Secretary
ESCROW DEPOSIT AND TRUST AGREEMENT
(1999 Bonds)
by and between the
CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING
AUTHORITY
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Escrow Bank
Dated as of Ma.rch 1, 2006
Relating to the refunding and dE~feasance of a portion of the
$31,720,000 Original Principal Amount of
City of South San Francisco Capital Improvements Financing Authority
1999 Revenue Bonds, Series A
(South San Francisco Red.evelopment Projects)
&
the refunding and defeasance of all of the outstanding principal amount of the
$28,045,000 Original Principal Amount of
Redevelopment Agency of the City of South San Francisco
1999 Tax Allocation Bonds, Series A
(Gateway Redevelopment Project)
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ESCROW DEPOSIT AND TRUST AGREEMENT
(1999 Bonds)
by and between the
CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING
AUTHORITY
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Escrow Bank
Dated as of March 1, 2006
Relating to the refunding and ddeasance of a portion of the
$31,720,000 Original Principal Amount of
City of South San Francisco Capital Improvements Financing Authority
1999 Revenue Bonds, Series A
(South San Francisco Redevelopment Projects)
&
the refunding and defeasance of all of thE~ outstanding principal amount of the
$28,045,000 Original Principal Amount of
Redevelopment Agency of the City of South San Francisco
1999 Tax Allocation Bonds, Series A
(Gateway Redevelopment Project)
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SCHEDULE OF ESCROWED FEDERAL SECURITIES
REDEMPTION SCHEDULE OF 1999 BONDS
Appointrrient of Escrow Bank....... ............... ........................ ...................... .............2
Establishment of Escrow Fund. ..................................... ......................................... 2
Deposit into Escrow Fund. ....... ............................................................................... 2
Investment of Deposit in Escrow Fund. ...................;............................................ 3
Instructions as to Application of Deposit. ............................................................3
Remaining Moneys........... ......... .................... ....., .......,....................... ......................3
Substitution of Federal Securities. ................................................ ........,................. 3
Notice of Redemption. ..... ......... ......... ..... .............................. ...... ............. ......... ....... 3
Application of Certain Terms of the 1999 Indentures. .........................................4
Compensation to Escrow Bank. ...............................................................................4
Protection of Escrow Bank. ..... ................ ........ ................ ....,....... ."..........................4
Notices........... ............................., ................. .................................. .................. ............ 4
California Law. .................. ........... ................ ........ .......................... ..... .............. .........5
Severability. ...................... ..... ....................... ................,.......... ............... ...... ......... ......5
Execution in Counterpart. .... ........ ............... ........ ........... ............... .............,. ............ 5
TABLE OF CONTENTS
EXHIBIT A
EXHIBIT B
Section I.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section II.
Section 12.
Section 13.
Section 14.
Section 15.
ESCROW DEPOSIT AND TRUST AGREEMENT
This Escrow Deposit and Trust Agreement is dated as of March 1, 2006 by and between
the CITY OF SOUTH SAN FRANCISCO CAPITAL IMPROVEMENTS FINANCING
AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws
of the State of California (the "Authority"), the REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO, a redevelopment agency duly organized and existing under the
laws of the State of California (the "Agency") and THE BANK OF NEW YORK TRUST
COMPANY, N.A., a national banking association organized and existing under the laws of the
United States of America, having a corporate trust office in Los Angeles, California, as
successor trustee to U.S. Bank National Association (the "Escrow Bank");
WIT N E SSE T H:
WHEREAS, the Agency issued its 1999 Tax Allocation Bonds, Series A (Gateway
Redevelopment Project) pursuant to an Indenture of Trust, dated as of February 1, 1999,
between the Agency and the Escrow Bank, as successor trustee (the "1999 Agency Indenture")
in an aggregate principal amount of $28,045,000 (the "1999 Gateway Bonds"), for the financing
of redevelopment activity in the Gateway Redevelopment Project; and
WHEREAS, the Authority issued its 1999 Revenue Bonds, Series A (South San Francisco
Redevelopment Projects) in the aggregate principal amount of $31,720,000 (the "1999 Authority
Bonds") pursuant to an Indenture of Trust (the "1999 Authority Indenture"), dated as of
February 1, 1999, between the Authority and the Escrow Bank, as successor trustee; and
WHEREAS, $28,045,000 of the proceeds of the 1999 Authority Bonds were used to
purchase the 1999 Gateway Bonds, and $3,675,0001 of the proceeds of the 1999 Authority Bonds
were used to purchase the Agency's $3,675,000 1999 Tax Allocation Bonds, Series B (Housing
Set-Aside Tax Revenues) (the "1999 Housing Set-Aside Bonds"); and
WHEREAS, attached as Exhibit B to the 1999 Authority Indenture is the amortization
schedule for the 1999 Gateway Bonds and the 1999 Housing Set-Aside Bonds, and the 1999
Authority Bonds shown as maturing (or subject to mandatory redemption) under the column
"Gateway Bonds" in said Exhibit B are referred to herein as the "Refunded 1999 Authority
Bonds"; and
WHEREAS, the Agency has determined to refund and defease the 1999 Gateway Bonds,
but not the 1999 Housing Set-Aside Bonds; and
WHEREAS, the refunding and defeasance of the 1999 Gateway Bonds will refund and
defease the Refunded 1999 Authority Bonds; and
WHEREAS, the 1999 Gateway Bonds and the Refunded 1999 Authority Bonds are
referred to herein as the "1999 Bonds"; and
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PA
Section 3. Deposit into Escrow Fund. Concurrently with the delivery of the 2006
Bonds, the Agency shall cause to be transferred to the Escrow Bank for deposit in the Escrow
Fund, the amount of $ . in immediately available funds, which shall be
derived from the proceeds of sale of the 2006 Bonds. In addition, the Authority and the Agency
hereby direct the Escrow Bank, as Trustee for the 1999 Bonds, to transfer to the Escrow Fund
the following amounts, from the following sources: (a) $ shall be derived from
amounts on deposit in the Reserve Account established for the 1999 Gateway Bonds under the
1999 Agency Indenture; and (b) $ shall be derived from amounts on deposit in the
Section 2. Establishment of Escrow Fund. There is hereby created by the Authority
and the Agency with, and to be held by, the Escrow Bank, as security for the payment of the
redemption price of the 1999 Bonds, an irrevocable escrow, to be held in trust by the Escrow
Bank on behalf of the Authority and the Agency, and for the benefit of the owners of the 1999
Bonds, said escrow to be designated the "City of South San Francisco Capital Improvements
Financing Authority and Redevelopment Agency of the City of South San Francisco 1999
Refunding Escrow Fund" (the "Escrow Fund"). All moneys and Federal Securities in the
Escrow Fund are hereby irrevocably transferred to the Escrow Bank, as security for payment of
the redemption price of the 1999 Bonds, to be held by the Escrow Bank in trust for the benefit of
the owners of the 1999 Bonds, except as specified in Section 7 hereof. If at any time the Escrow
Bank shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund
will not be sufficient to make the payment required by Section 5 hereof, the Escrow Bank shall
notify the Agency of such fact, and the Agency shall immediately cure such deficiency. The
Escrow Bank shall not be liable for any such deficiency.
Section 1. Appointment of Escrow Bank. The Authority and the Agency hereby
appoint the Escrow Bank as escrow holder for all purposes of this Escrow Deposit and Trust
Agreement, and the Escrow Bank hereby accepts such appointment.
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained, the parties hereto DO HEREBY AGREE as follows:
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow created herein and to perform the duties and obligations to be undertaken pursuant to
this Escrow Deposit and Trust Agreement:
WHEREAS, the Agency and the Authority propose to make a deposit of moneys and
Federal Securities from the proceeds of the 2006 Bonds and other sources (as specified in
Section 3), and to appoint the Escrow Bank as their agent for the purpose of applying said
deposit to the payment and redemption of the 1999 Bonds in accordance with the 1999
Authority Indenture and the 1999 Agency Indenture (together, the "1999 Indentures"), and the
Escrow Bank desires to accept said appointment; and
WHEREAS, the Agency has entered into an Indenture of Trust, dated as of March I,
2006, by and between The Bank of New York Trust Company, N.A., acting as Trustee (the "2006
Trustee"), and the Agency (the "2006 Trust Indenture") pursuant to which $
principal amount of the Agency's Merged Redevelopment Project Tax Allocation Revenue
Bonds, Series 2006A (the "2006 Bonds") will be issued; and
Bond Retirement Account established for the 1999 Gateway Bonds under Section 4.03(d) of the
1999 Agency Indenture.
Section 4. Investment of Deposit in Escrow Fund. The Escrow Bank shall (a) invest
$ of the moneys deposited into the Escrow Fund pursuant to the preceding section
in the Federal Securities set forth in Exhibit A attached hereto and by this reference
incorporated herein (the "Escrowed Federal Securities"), and (b) shall hold the remaining $_
in cash uninvested. The Escrowed Federal Securities and said cash shall be deposited with and
held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein.
Section 5. Instructions as to Application of Deposit. The Authority and the Agency
hereby instruct the Escrow Bank, as their agent, to apply the moneys and Escrowed Federal
Securities deposited in the Escrow Fund pursuant to Section 3 hereof to pay interest on and
principal on the 1999 Bonds on each March 1 and September 1, commencing September 1, 2006,
and to pay the redemption price of all outstanding; 1999 Bonds on September I, 2009, including
premium and accrued interest all pursuant to and in accordance with the provisions of the 1999
Indentures and in the amounts set forth in Exhibit B attached hereto and by this reference
incorporated herein.
Section 6. Remaining Moneys. Any moneys remaining in any of the funds and
accounts created under the 1999 Agency Indenture shall, after redemption in full of the 1999
Bonds, be transferred to the 2006 Trustee, for deposit to the Debt Service Fund for the 2006
Bonds.
Section 7. Substitution of Federal Securities. The Authority may at any time direct
the Escrow Bank to substitute Federal Securities then issued by the United States of America for
any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such
direction and substitution shall be accompanied with a certification of an independent certified
public accountant or firm of certified public accountants of favorable national reputation
experienced in the refunding of obligations of political subdivisions that the Federal Securities
then to be so deposited in the Escrow Fund, together with interest to be derived therefrom,
shall be in an amount at all times at least sufficient to make the payments specified in Section 5
hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel
that the substitution will not affect, for federal income tax purposes, the exclusion from gross
income for purposes of federal income taxes of the interest payable with respect to the 2006
Bonds or payable with respect to the 1999 Bonds. In the event that, following any such
substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or
Federal Securities in excess of an amount sufficient to make the payments required by Section 5
hereof, such excess shall be paid to the Authority.
Section 8. Notice of Redemption. The Authority and the Agency have instructed the
Escrow Bank to take all steps required to redeem all outstanding 1999 Bonds on September I,
2009 (the "Redemption Date"), at a redemption price equal to the principal amount thereof,
together with accrued interest represented thereby to the redemption date, plus the premium
required by Section 2.02(d) of the 1999 Authority Indenture, and Section 2.03(e) of the 1999
Agency Indenture.
"
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Section 12. Notices. All written notices to be given under this Escrow Deposit and
Trust Agreement shall be given by mail to the party entitled thereto at its address set forth
below, or at such address as the party may provide to the other parties in writing from time to
time.
The Escrow Bank undertakes to perform only such duties as are expressly set forth in
this Escrow Deposit and Trust Agreement and no implied duties, covenants or obligations shall
be read into this Escrow Deposit and Trust Agreement against the Escrow Bank. The Escrow
Bank shall not be liable for the recitals or representations contained in this Escrow Deposit and
Trust Agreement and shall not be responsible for the validity of this Escrow Deposit and Trust
Agreement, the sufficiency of the Escrow Fund or the moneys and Federal Securities or any
substitute Federal Securities to pay the principal, interest and premium of the 1999 Bonds.
Whenever in the administration of this Escrow Deposit and Trust Agreement the Escrow Bank
shall deem it necessary or desirable that a matter be proved or established prior to taking or not
taking any action, such matter may be deemed to be conclusively proved and established by a
certificate of an authorized representative of the Agency or the Authority and shall be full
protection for any action taken or not taken by the Escrow bank in good faith reliance thereon.
The Escrow Bank may conclusively rely as to the truth and accuracy of the statements and
correctness of any opinions or calculations provided to it in connection with this Escrow
Deposit and Trust Agreement and shall be protected in acting, or refraining from acting, upon
any notice, instruction, request, certificate, document, opinion or other writing furnished to the
Escrow Bank in connection with this Escrow Deposit and Trust Agreement and believed by the
Escrow Bank to be signed by the proper party, and it need not investigate any fact or matter
stated therein.
Section 11. Protection of Escrow Bank. Provisions of the 1999 Indentures relating to
the protection, liability and indemnification of the 1999 Trustee shall apply to the Escrow Bank.
Section 10. Compensation to Escrow Bank. The Escrow Bank hereby acknowledges
that it has received on the date hereof full compensation for its duties under this Escrow
Deposit and Trust Agreement representing its administration fees, except that the Authority
shall indemnify and hold harmless the Escrow Bank for out-of-pocket costs such as mailing
costs, redemption expenses, legal fees and other costs and expenses relating hereto and, in
addition, fees, costs and expenses relating to the purchase of any Federal Securities, but under
no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for
said purposes.
Section 9. Application of Certain Terms of the 1999 Indentures. All of the terms of
the 1999 Indentures regarding the making of payments of principal, premium, and interest on
the 1999 Bonds are incorporated in this Escrow Deposit and Trust Agreement as if set forth in
full herein. Provisions of the 1999 Indentures relating to the resignation and removal of a
trustee shall be the procedure to be followed with respect to any resignation or removal of the
Escrow Bank hereunder.
If to the Authority:
City of South San Francisco Capital Improvements
Financing Authority
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
If to the Agency:
Redevelopment Agency of the City of South San
Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: Executive Director
If to Escrow Bank:
The Bank of New York Trust Company, N.A.
550 Kearny Street, Suite 600
San Francisco, CA 94108-2527
Attention: Corporate Trust
Section 13. California Law. This Escrow Deposit and Trust Agreement shall be
construed and governed in accordance with the laws of the State of California.
Section 14. Severability. Any provision of this Escrow Deposit and Trust Agreement
found to be prohibited by law shall be ineffective only to the extent of such prohibition, and
shall not invalidate the remainder of this Escrow Deposit and Trust Agreement.
Section 15. Execution in Counterpart. This Escrow Deposit and Trust Agreement may
be executed in counterparts and each of said counterparts shall be deemed an original for all
purposes of this Escrow Deposit and Trust Agreement. All of such counterparts taken together
shall be deemed to be one and the same instrument.
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Authorized Officer
By:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Escrow Bank
Executive Director
By:
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO
Executive Director
By:
CITY OF SOUTH SAN FRANCISCO
CAPITAL IMPROVEMENTS FINANCING
AUTHORITY
IN WITNESS WHEREOF, the Escrow Bank, the Authority and the Agency have each
caused this Escrow Deposit and Trust Agreement to be executed by their duly authorized
officers all as of the date first above written.
EXHIBIT A
SCHEDULE OF ESCROWED FEDERAL SECURITIES
~
Interest
Rate
Maturity Date
Exhibit A
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Principal
Amount
Total
Pa~nt
Exhibit B
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Principal
Interest
Redemption
r)r~mium
PAYMENT AND REDEMP110N SCHEDULE OF 1999 BONDS
EXHIBIT B
9/1/06
3/1/07
9/1/07
3/1/08
9/1/08
3/1/09
9/1/09
Payment
Date
NP Draft -1/10/06
$[Bond Amount]
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
MERGED REDEVELOPMENT PROJECT AREA
TAX ALLOCATION REVENUE BONDS
SERIES 2006A
BOND PURCHASE AGREEMENT
March _, 2006
Redevelopment Agency of the City of South San Francisco
400 Grand Avenue
South San Francisco, California 94080
City of South San Francisco Capital Improvements Financing Authority
400 Grand Avenue
South San Francisco, California 94080
Ladies and Gentlemen:
The undersigned, Citigroup Global Markets Inc. (the "Underwriter"), offers to enter into
this Bond Purchase Agreement (the "Purchase Agreement") with the Redevelopment Agency of
the City of South San Francisco (the "Agency") and the City of South San Francisco Capital
Improvements Financing Authority (the "Authority"), which upon acceptance of this offer by the
Agency and the Authority will be binding upon the Agency, the Authority and the Underwriter.
This offer is made subject to its acceptance by the Authority and the Agency by execution ofthis
Purchase Agreement and its delivery to the Underwriter on or before 5:00 p.m., California time,
on the date hereof. All terms used herein and not otherwise defnied shall have the respective
meanings given to such terms in the Indenture (as hereinafter defined).
Section 1. Purchase and Sale. Upon the terms and conditions and in reliance upon
the representations, warranties and covenants herein, (i) the Authority hereby agrees to purchase
from the Agency, but only to the extent that the Underwriter is obligated hereunder to purchase
from the Authority, (ii) the Agency hereby agrc~es to sell to the Authority and (iii) the
Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to
sell to the Underwriter, $[Bond Amount] aggregate principal amount of the Redevelopment
Agency of the City of South San Francisco Merged Redevelopment Project Area Tax Allocation
Revenue Bonds, Series 2006A as set forth in Appt;:ndix A attached hereto (the "Bonds"), at the
purchase price of $ (the "Purchase Price") (being the principal amount of
the Bonds of $[Bond Amount] less a net original issue discount of $ and
less an underwriter's discount of $ . The Purchase Price is to be paid on the
Delivery Date, as hereinafter defined. The Bonds shall be dated as of the Delivery Date, and
shall bear interest at the rates and shall mature as of the dates and in the amounts, all as set forth
in the attached Appendix A. The Underwriter agrees to make a bona fide public offering of all
of the Bonds, at prices not in excess of the initial public offering yields or prices set forth on the
8526039.3
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S526039.3
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Section 3. Public Offering. The Underwriter agrees to make a bona fide public
offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A
attached hereto and incorporated herein by reference. Subsequent to the initial public offering,
the Underwriter reserves the right to change the public offering prices (or yields) as it deems
necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not
change the interest rates set forth on Appendix A. The Bonds may be offered and sold to certain
dealers at prices lower than such initial public offering prices.
The Indenture, the Bonds, the Continuing Disclosure Certificate (as hereinafter defined),
the Escrow Agreements and this Purchase Agreement are collectively referred to herein as the
"Agency Documents."
The net proceeds of the Bonds shall be used (i) to fmance various redevelopment projects
with respect to the Project Area, (ii) provide funds, together with other available funds, to refund
the Agency's outstanding Downtown/Central Redevelopment Project 1997 Tax Allocation
Bonds (the "1997 Downtown/Central Bonds") pursuant to an Escrow Deposit and Trust
Agreement (the "1997 Escrow Agreement"):, dated as of March 1, 2006, by and among the
Authority, the Agency and the Trustee, as escrow bank (the "1997 Escrow Bank"), (iii) provide
funds, together with other available funds, to refund the Agency's outstanding 1999 Tax
Allocation Bonds, Series A (Gateway Redevelopment Project) (the "1999 Gateway Bonds" and
together with the 1997 Downtown/Central Bonds, the "Prior Bonds") pursuant to an Escrow
Deposit and Trust Agreement (the "1999 Escrow Agreement" and together with the 1997 Escrow
Agreement, the "Escrow Agreements"), dated as of March 1,2006, by and among the Authority,
the Agency and the Trustee, as escrow bank (the "1999 Escrow Bank" and together as the 1997
Escrow Bank, the "Escrow Bank"), (iv) to provide for deposit of a reserve fund surety bond (the
"Surety Bond") for the Bonds and (v) to pay costs of issuance related to the 2006 Bonds.
The Bonds shall be secured by a first pledge of and lien on all of the Tax Revenues (as
defmed in the Indenture) allocated to the Agency with respect to the Merged Redevelopment
Area (the "Project Area"). The payment of principal and interest with respect to the Bonds,
when due, will be insured by a [municipal bond] insurance policy (the "Bond Insurance Policy"),
issued by [BOND INSURER] (the "Bond Insurer") concurrently with the delivery of the Bonds.
Section 2. Description of the Bonds. The Bonds shall be issued pursuant to an
Indenture of Trust (the "Indenture"), dated as of March 1,2006, by and between the Agency and
The Bank of New York Trust Company, N.A., as trustee (the "Trustee") and pursuant to the
California Community Redevelopment Law, eonstituting Part 1, Division 24 commencing with
Section 33000) of the California Health and Safety Code (the "Redevelopment Law") and a
resolution of the Agency adopted [February 22], 2006, The Bonds shall be as described in the
Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together
with all exhibits and appendices included the:rein or attached thereto and such amendments or
supplements thereto which shall be approved by the Underwriter, is hereinafter called the
"Official Statement").
inside cover page of the Official Statement. The Underwritten Bonds may be offered and sold to
certain dealers at prices lower than such initial public offering prices.
Section 4. Delivery of Official Statement. The Agency has delivered or caused to
be delivered to the Underwriter prior to the execution of this Purchase Agreement, copies of the
Preliminary Official Statement, dated as of Febmary _, 2006, relating to the Bonds (the
"Preliminary Official Statement"). Such Preliminary Official Statement is the official statement
deemed final by the Agency for purposes of Rule 15c2-12 (the "Rule") under the Securities
Exchange Act of 1934 (the "Exchange Act") and approved for distribution by resolution of the
Agency. The Agency shall have executed and dellivered to the Underwriter a certification to
such effect in the form attached hereto as Appendix B.
Within seven (7) business days from the date hereof, the Agency shall deliver to the
Underwriter a final Official Statement, executed on behalf of the Agency by an authorized
representative of the Agency and dated the date hereof, which shall include information
permitted to be omitted by paragraph (b)(1) of the: Rule and with such other amendments or
supplements as shall have been approved by the Agency and the Underwriter. The Agency also
agrees to deliver to the Underwriter, at the Agency's' sole cost and at such address as the
Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall
reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G-32
and all other applicable rules of the Municipal Securities Rulemaking Board.
The Agency will undertake, pursuant to 1he Indenture and a continuing disclosure
certificate (the "Continuing Disclosure Certificate"), to provide certain annual [mancial
information and notices of the occurrence of certain events, if material. The form of the
Continuing Disclosure Certificate is appended to the Official Statement. [CONFIRM - The
Agency has complied timely with its prior undertaking to provide continuing disclosure pursuant
to S.E.C. Rule 15c2-12(b)(5).]
Section 5. The Closing. On March _, 2006, or at such other date and times as shall
have been mutually agreed upon by the Agency and the Underwriter (the "Delivery Date"), the
Agency and the Authority will deliver or cause to be delivered to the Underwriter the certificates,
opinions and documents hereinafter mentioned, each of which shall be dated as of the Delivery
Date. The activities relating to the execution and delivery of the Bonds, opinions and other
instruments as described in Section 9 of this Purchase Agreement shall occur on the Delivery
Date. The delivery of the certificates, opinions and documents as described herein shall be made
at the offices of Bond Counsel, or at such other place: as shall have been mutually agreed upon by
the Agency and the Underwriter. Such delivery is he:rein called the "Closing",
On or before 10:00 a.m. California Time, on the Delivery Date, the Agency will deliver,
or cause to be delivered to or on behalf of DTC, the Bonds, in definitive form duly executed and
authenticated by the Trustee, and the Underwriter will pay the Purchase Price by delivering to
the Trustee, for the account of the Agency, a wire transfer in federal funds of the Purchase Price
payable to the order of the Trustee.
The Bonds will be prepared and physically delivered to the Trustee on the Delivery Date
in the form of a separate single fully registered bond for each of the maturities of the Bonds. The
Bonds shall be registered in the name of the Cede & Co., as registered owner and nominee for
The Depository Trust Company ("DTC"), New York, New York. The Bonds will be
authenticated by the Trustee in accordance with the terms and provisions of the Indenture and
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8526039.3
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S526039.3
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(c) Official Statement Accurate and Complete. The statements and
information relating to the City, the Agency, the Project Area and the Redevelopment
Plan set forth in the Preliminary Official Statement were as of its date, and the [mal
Official Statement are, and at all times subsequent to the date of the [mal Official
Statement up to and including the Closing will be, true and correct in all material
respects, and the Preliminary Official Statement and the [mal Official Statement (except
for any information relating to the Bond Insurer, the Bond Insurance Policy and DTC, as
to which no opinion or view is expressed) contain, and up to and including the Closing
will contain, no misstatement of any material fact and do not, and up to and including the
Closing will not, omit any statement necessary to make the statements contained therein,
in the light of the circumstances in which such statements were made, not misleading.
(b) Due Authorization and Approval. By all necessary official action of the
Agency, the Agency has duly adopted and authorized the distribution of the Preliminary
Official Statement and the Official Statement, and has duly authorized and approved the
execution and delivery of, and the performance by the Agency of the obligations
contained in, the Agency Documents and as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified or rescinded.
When executed and delivered, the Agency Documents will constitute the legally valid
and binding obligations of the Agency enforceable in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or affecting creditors' rights
generally. The Agency has complied, and will at the Closing be in compliance in all
respects, with the terms of the Agency Documents, provided that no representation is
made with respect to compliance with the securities or "Blue Sky" laws of the various
states of the United States.
(a) Due Organization and Existence of Agency. The Agency is a public body
corporate and politic, organized and existing under the laws of the State of California,
including the Redevelopment Law, with full right, power and authority to execute,
deliver and perform its obligations under the Agency Documents and to carry out and
consummate the transactions contemplated by the Agency Documents and the Official
Statement.
Section 6. Agency Representations, Warranties and Covenants. The Agency
represents, warrants and covenants to the Underwriter that:
shall be delivered, on behalf of the Agency, as required by DTC to assure delivery of the Bonds
on the Delivery Date. It is anticipated that CUSIP identification numbers will be printed on the
Bonds, but neither the failure to print such number on any Bonds nor any error with respect
thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and
pay for the Bonds in accordance with the terms of this Purchase Agreement. The Underwriter
shall pay the CUSIP Service Bureau charge for the assignment of such numbers. The Bonds
shall be made available to the Underwriter for purposes of inspection at least two business days
before the Closing Date.
S526039.3
(d) Amendments and Supplements to Official Statement. If, at any time
between the date of this Purchase Agreement and the date 25 days following the later of
the Delivery Date or the "End of the Underwriting Period" (which will be the date the
Underwriter no longer retains, directly or as a member of an underwriter syndicate, an
unsold balance of the Bonds for sale to the public) the Agency has knowledge of an event
that might or would cause the Official Statement to contain an untrue statement of a
material fact or to omit to state any material tlct required to be stated therein or necessary
to make the statements therein, in the light Oif the circumstances under which they were
made, not misleading, the Agency will promptly notify the Underwriter in writing of the
circumstances and details of such event. If, as a result of such event or any other event, it
is necessary, in the opinion of the Underwriter, the Agency or its counsel, to amend or
supplement the Official Statement in order tOi make the statements therein, in the light of
the circumstances under which they were made, not misleading, the Agency will
forthwith cooperate with the Underwriter in the prompt preparation and furnishing to the
Underwriter of a reasonable number of copies of an amendment of or a supplement to the
Official Statement, in form and substance reasonably satisfactory to the Underwriter,
which will so amend or supplement the Official Statement so that, as amended or
supplemented, it will not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In addition, the Agency will
advise the Underwriter promptly of the institution of any proceedings known to it by any
governmental agency prohibiting or otherwis,e affecting the use of the Official Statement
in connection with the offering, sale or distribution of the Bonds.
(e) No Breach or Default. As of the time of acceptance hereof and as of the
time of the Closing, except as otherwise disclosed in the Official Statement, the Agency
is not and will not be in breach of or in default under any applicable constitutional
provision, law or administrative rule or regulation of the State of California or the United
States, or any applicable judgment or decree or any trust agreement, loan agreement,
bond, note, resolution, ordinance, agreement or other instrument to which the Agency is a
party or is otherwise subject, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument; and, as of such times, except as disclosed in the
Official Statement, the authorization, execution and delivery of the Agency Documents
and compliance with the provisions of each of such agreements or instruments do not and
will not conflict with or constitute a breach of or default under any applicable
constitutional provision, law or administrativl~ rule or regulation of the State of California
or the United States, or any applicable judgment, decree, license, permit, trust agreement,
loan agreement, bond, note, resolution, ordinance, agreement or other instrument to
which the Agency (or any of its officers in their respective capacities as such) is subject,
or by which it or any of its properties is bound, nor will any such authorization,
execution, delivery or compliance result in the creation or imposition of any lien, charge
or other security interest or encumbrance. of ,my nature whatsoever upon any of its assets
or properties or under the terms of any such ]law, regulation or instrument, except as may
be provided by the Agency Documents.
- 5 -
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S526039.3
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Section 7. Authority Representations, Warranties and COVeL..dds. The Authority
represents, warrants and covenants to the Undlerwriter that:
G) Arbitrage Certificate. The Agency has not been notified of any listing or
proposed listing by the Internal Reve:nue Service to the effect that it is a bond issuer
whose arbitrage certificates may not bt~ relied upon.
(i) Court Order. The Agency is not subject to a court order rendered
pursuant to Section 33080.8 of the Redevelopment Law prohibiting the Agency from
among other things, issuing, selling, offering for sale, or delivering bonds or other
evidences of indebtedness.
(h) Excess Surplus. The Agency's Low and Moderate Income Housing Fund
established pursuant to Section 33334.3 of the Redevelopment Law does not on the date
hereof, and will not on the date of the Closing, contain an "excess surplus" (within the
meaning of Section 33334.12 of the Redevelopment Law) that would cause the Agency
to be or become subject to the sanctions contained in Section 33334.12(e)(I) of the
Redevelopment Law.
(g) Preliminary Official Statement. For purposes of the Rule, the Agency has
heretofore deemed final the Preliminary Official Statement prior to its use and
distribution by the Underwriter, except for the information specifically permitted to be
omitted by paragraph (b )(1) of the Ruk
(f) No Litigation. As ofth'e time of acceptance hereof and the Closing, except
as disclosed in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public
board or body, pending or threatened (i) in any way questioning the corporate existence
of the Agency or the titles of the officers of the Agency to their respective offices;
(ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be
pledged to pay the principal of and interest on the Bonds, or in any way contesting or
affecting the validity of the Agency Documents or the consummation of the transactions
contemplated thereby, or contesting the exclusion of the interest on the Bonds from
taxation or contesting the powers of the Agency and its authority to pledge the Tax
Revenues; (iii) which may result in any material adverse change upon the financial
condition or the revenues of the Agency or which, in any manner, questions the right of
the Agency to use the Tax Revenues fi)r repayment of the Bonds or affects in any manner
the right or ability of the Agency to collect or pledge the Tax Revenues; or (iv) contesting
the completeness or accuracy of the Preliminary Official Statement or the fmal Official
Statement or any supplement or amendment thereto or asserting that the Preliminary
Official Statement or the final Official Statement contained any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, and, to the best knowledge ofthe Agency officer signing
this Purchase Agreement, there is no basis for any action, suit, proceeding, inquiry or
investigation of the nature described in clauses (i) through (iv) of this sentence.
(a) Due Organization and Existence of Authority. The Authority is a joint
powers authority, duly organized and existing, and authorized to transact business and
exercise powers under and pursuant to the provisions of the laws of the State of
California and has, and on Closing date will have, full legal right, power and authority to
enter into this Purchase Agreement, and to c:arry out and to consummate the transactions
contemplated by this Purchase Agreement.
(b) Official Statement Accurate and Complete. The information relating to
the Authority contained in the Preliminary Official Statement and the final Official
Statement is correct in all material respects and does not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements contained therein, in the light of the circumstances under
which they were made, not misleading.
(c) Purchase and Sale of Bonds. The Bonds will be purchased and sold by
the Authority pursuant to the Mark-Roos Local Bond Pooling Act of 1985, constituting
Article 4 of Chapter 5, Division 7. of Title 1 (commencing with Section 6584) of the
California Government Code (the "JP A Act"). By all necessary official action of the
Authority prior to or concurrently with the acceptance hereof, the Authority has
authorized and approved the purchase of the Bonds from the Agency and the sale and
delivery of the Bonds to the Underwriter, such authorizations and approvals are in full
force and effect and have not been amended, modified or rescinded. When duly executed
and delivered by all parties hereto, this Purchase Agreement will constitute the legal,
valid and binding obligation of the Authority, enforceable in accordance with its terms.
(d) Compliance with Law. The: Authority has complied, and will on the
Closing Date be in compliance, in all respects, with the JP A Act and all other applicable
laws of the State of California (and it is understood that the Authority is not responsible
for compliance with or the consequences of failure to comply with applicable "Blue Sky"
laws).
(e) No Litigation. Except as otherwise disclosed in the Official Statement and
to the best knowledge of such signing officer after due inquiry, there is no litigation,
proceeding, action, suit, or investigation at law or in equity before or by any court,
governmental Authority or body, pending or threatened against the Authority,
challenging the creation, organization or existence of the Authority, or the validity of this
Purchase Agreement or contesting the authority of the Authority to enter into or perform
its obligations under this Purchase Agreement.
Section 8. Closing Conditions. The Underwriter has entered into this Purchase
Agreement in reliance upon the representations, warranties and covenants herein and the
performance by the Agency and the Authority of their respective obligations hereunder, both as
of the date hereof and as of the date of the Closing. The Underwriter's obligations under this
Purchase Agreement to purchase and pay for thle Bonds shall be subject to the following
additional conditions:
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P.l?
P.18
S526039.3
(iii) The Agency's obligations under the Indenture are exempt from
registration under the Securities Act of 1933, as amended (the "Securities Act"),
- 8-
(ii) The statements eontained in the Official Statement (including the
cover page and the Appendic(~s thereto), insofar as such statements purport to
summarize certain provisions of the Bonds, the Indenture or federal tax law,
accurately summarize the inDGrmation presented therein; provided that Bond
Counsel need not express any opinion with respect to any financial or statistical
information contained therein.
(i) This Purchase Agreement has been duly authorized, executed and
delivered by the Agency and the Authority, as applicable, and constitute the valid,
legal and binding agreements of the Agency and the Authority, as applicable,
enforceable in accordance with its terms.
(b) Supplemental Opinion, A supplemental opinion or opinions of Bond
Counsel addressed to the Underwriter, in form and substance acceptable to the
Underwriter, and dated the date of the Closing substantially to the following effect:
(a) Bond Counsel Opinion. An approving opinion of Jones Hall, A
Professional law Corporation ('Bond Counsel"), dated the date of the Closing and
substantially in the form appended to the Official Statement, together with a letter from
Bond Counsel, dated the date of the Closing and addressed to the Underwriter, to the
effect that the foregoing opinion may be relied upon by the Underwriter to the same
extent as if such opinion were addressed to each of them.
Section 9. Closing Documents. In addition to the other conditions to the
Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds, at
or before the Closing the Underwriter shall receive each of the following documents, provided
that the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof
shall be conclusive evidence that the requirements of this Section 9 shall have been satisfied or
waived by the Underwriter:
(c) Closing Documents. At or prior to the Closing, the Underwriter shall
receive each of the documents identified in Section 9.
(b) Executed Agreements and Performance Thereunder. At the time of the
Closing (i) the Agency Documents shall be in full force and effect, and shall not have
been amended, modified or supplemented except with the written consent of the
Underwriter and (ii) there shall be in fhll force and effect such resolutions of the Agency
and the Authority (the "Resolutions") as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated by the Official Statement and
the Agency Documents.
(a) Bring-Down Representation. The representations, warranties and
covenants of the Authority and the Agency contained herein shall be true, complete and
correct at the date hereof and at the time of the Closing, as if made on the date of the
Closing.
S526039.3
and the Indenture is exempt from qualification pursuant to the Trust Indenture Act
of1939, as amended,
( c) Defeasance Opinion. A defeasance opinion or opinions of Bond Counsel,
dated the date of Closing, and addressed to the Underwriter and the Trustee as to
defeasance of the Prior Bonds.
(d) Agency Counsel Opinion. An opinion of Counsel to the Agency, dated the
date of the Closing and addressed to the Undl~rwriter, in form and substance acceptable to
the Underwriter substantially to the following effect:
(i) The Agency is a public body corporate and politic duly organized
and validly existing under the laws of the State of California, with the full right,
power and authority to issue the Bonds and to execute, deliver and perform its
obligations under the Agency DocuIlll~nts.
(ii) The resolution of the Agency approving and authorizing the
execution and delivery of the Agency Documents and approving the Official
Statement (the "Agency Resolution"') was duly adopted at a meeting of the
Agency which was called and held pursuant to law and with all public notice
required by law and at which a quorum was present and acting throughout, and
the Agency Resolution is in full force and effect and has not been modified,
amended or rescinded.
(iii) The Agency Documents have been duly executed and delivered by
the Agency and, when duly executed and delivered by all parties thereto, will
constitute legal, valid and binding obligations of the Agency, enforceable in
accordance with their respective terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or limiting creditors' rights generally, or by the
availability of equitable remedies.
(iv) Except as otherwise disclosed in the Official Statement, there is no
litigation, proceeding, action, suit, or investigation at law or in equity before or by
any court, governmental agency or body, pending, with process having been
served, or, to the best knowledge of such counsel, threatened against the Agency,
challenging the creation, organization or existence of the Agency, or the validity
of the Agency Documents or seeking to restrain or enjoin the repayment of the
Bonds or in any way contesting or affecting the validity of the Agency
Documents or contesting the authority of the Agency to enter into or perform its
obligations under any of the Agency Documents, or under which a determination
adverse to the Agency would have a. material adverse effect upon the fmancial
condition or the revenues of the Agency, or which, in any manner, questions the
right of the Agency to use the Tax Revenues for repayment of the Bonds or
affects in any manner the right or ability of the Agency to collect or pledge the
Tax Revenues.
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P.19
P.20
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(iv) There is no action, suit, proceeding or investigation at law or in
equity before or by any court, public board or body pending, with process having
been served, or, to the best knowledge of such counsel, threatened against or
affecting the Authority to restrain or enjoin the Authority's participation in, or in
any way contesting the existence of the Authority or the powers of the Authority
with respect to the transactions contemplated by this Purchase Agreement.
(iii) This Purchase Agreement, when duly executed and delivered by
the parties hereto, will constitute a legal, valid and binding obligation of the
Authority, enforceable in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or similar laws relating to or limiting creditors' rights generally, or by the
availability of equitable remedies.
(ii) The resolution of the Authority approving and authorizing the
execution and delivery of this Purchase Agreement (the "Authority Resolution")
was duly adopted at a meeting of the Authority which was called and held
pursuant to law and with all public notice required by law and at which a quorum
was present and acting throughout and the Authority Resolution is in full force
and effect and has not been modified, amended or rescinded.
(i) The Authority is a public body, corporate and politic, organized
and existing under the laws of the State of California, including the IP A Act, with
the full right, power and authority to execute, deliver and perform its obligations
under this Purchase Agreement.
(e) Authority Counsel Opinion. An opinion of Counsel to the Authority,
dated the Closing Date and addressed to the Underwriter, to the effect that:
(v) As of the time of acceptance hereof and as of the Delivery Date,
except as otherwise disclosed in the Official Statement, to the best knowledge of
such counsel after due inquiry, the Agency is not and will not, to an extent which
would materially adversely affect the Agency's ability to pay principal of and
interest on the Bonds when due:, be in breach of or in default under any applicable
law or administrative regulation of the State of California or the United States, or
any applicable judgment or decree or any trust agreement, loan agreement, bond,
note, resolution, ordinance, agreement or other instrument to which the Agency is
a party or is otherwise subject; and, as of such times, except as disclosed in the
Official Statement, the execution and delivery of Agency Documents and the
adoption of the resolutions authorizing same in compliance with the provisions of
each of such agreement or instruments do not and will not, to an extent which
would materially adversely affect the Agency's ability to pay principal of and
interest on the Bonds when due, conflict with or constitute a breach of any
applicable law or administrative regulation of the state of California or the United
States or any applicable judgment or decree or any trust agreement, loan
agreement, bond, note, resolution, ordinance, agreement or other instrument to
which the Agency is a party or is otherwise subject. .
S526039.3
S526039.3
(f) Trustee and Escrow Bank Counsel Opinion. The opinion of counsel to the
Trustee and the Escrow Bank, dated the date of the Closing, addressed to the Agency and
the Underwriter, to the effect that:
(i) The Trustee is a national banking association, duly organized and
validly existing under the laws of the United States of America, having full power
to enter into, accept and administer the trusts created under the Indenture and the
Escrow Agreements.
(ii) The Indenture and the Escrow Agreements have been duly
authorized, executed and delivered by the Trustee and the Indenture and the
Escrow Agreements constitute the Jlegal, valid and binding obligations of the
Trustee, enforceable in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws affecting the enforcement
of creditors' rights generally and by the application of equitable principles, if
equitable remedies are sought.
(iii) Except as may be required under Blue Sky or other securities laws
of any state, no consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Trustee that has
not been obtained is or will be required for the execution and delivery of the
Indenture or the Escrow Agreements, or the consummation of the transactions
contemplated by the Indenture and the Escrow Agreements.
(g) Disclosure Counsel Opinion. An opinion of Jones Hall, A Professional
Law Corporation ("Disclosure Counsel"), dated the date of the Closing, addressed to the
Agency and the Underwriter, to the effe<ct that the Bonds are not subject to the
registration requirements of the Securities Act of 1933, as amended, and that the
Indenture is exempt from qualifications pursuant to the Trust Indenture Act of 1939, as
amended.
In addition, such counsel shall state in its letter containing the foregoing opinion,
or in a separate letter, dated the date of the Closing, to the effect that based upon its
participation in the preparation of the Official Statement and without having undertaken
to determine independently the fairness, accuracy or completeness of the statements
contained in the Official Statement, such counsel has no reason to believe that, as of its
date and the date of the Closing, the Official Statement (excluding therefrom the reports,
fmancial and statistical data and forecasts therein and the information included in
Appendices A, B, E, F and H thereto and excluding information relating to the Bond
Insurer, the Bond Insurance Policy and DTC, as to which no advice need be expressed)
contained or contains any untrue statement of a material fact or omitted or omits to state
a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
(h) Underwriter's Counsel Opinion. An opinion of Nixon Peabody LLP,
counsel to the Underwriter, addressed to the Underwriter and dated the Closing Date, in
form and substance satisfactory to the Undenmter.
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(k) Trustees and Escrow Bank's Certificate. A certificate of the Trustee,
dated the date of Closing, in form and substance acceptable to the Underwriter, to the
following effect:
(iii) No event affecting the Authority has occurred since the date of the
Official Statement which either makes untrue or incorrect in any material respect
as of the Delivery Date any statement or information contained in the Official
Statement or is omitted from the Official Statement but should be contained
therein or in any supplement or amendment thereto in order to make the
statements therein, in the light of the circumstances under which they were made,
not misleading.
(ii) The Authority has complied with all the agreements and satisfied
all of the conditions on its part to be performed or satisfied at or prior to Closing.
(i) The representations, warranties and covenants of the Authority
contained herein are true and correct in all material respects on and as of the date
of the Closing as if made on the date of the Closing and the Authority has
complied with all of the terms and conditions of this Purchase Agreement
required to be complied with by the Authority at or prior to the date of the
Closing.
U) Authority Certificate. A certificate of the Authority, dated the date of the
Closing, signed on behalf of the Authority by the Executive Director or other duly
authorized officer of the Authority to the effect that:
(iii) No event affecting the Agency has occurred since the date of the
Official Statement which either makes untrue or incorrect in any material respect
as of the Delivery Date any statement or information contained in the Official
Statement or is omitted from the Official Statement but should be contained
therein or in any supplement or amendment thereto in order to make the
statements therein, in the light of the circumstances under which they were made,
not misleading,
(ii) The Agency has: complied with all the agreements and satisfied all
of the conditions on its part to be performed or satisfied at or prior to Closing.
(i) The representations, warranties and covenants of the Agency
contained herein are true and correct in all material respects on and as of the date
of the Closing as if made on the date of the Closing and the Agency has complied
with all of the terms and conditions of this Purchase Agreement required to be
complied with by the Agency at or prior to the date of the Closing.
(i) Agency Certificate, A certificate of the Agency, dated the date of the
Closing, signed on behalf of the Agency by the Executive Director or other duly
authorized officer of the Agency to the effect that:
S526039.3
S526039.3
(i) The Trustee is duly organized and existing as a national banking
association in good standing under the laws of the United States of America,
having the full power and authority to enter into and perform its duties under the
Indenture and the Escrow Agreements.
(ii) The Trustee has all necessary power and authority to enter into,
and perform its duties and accepts the trusts created under, the Indenture and the
Escrow Agreements,
(iii) To its best knowledgl~ after due inquiry, there is no action, suit,
proceeding or investigation, at law or in equity, before or by any court or
governmental agency, public board or body that has been served on the Trustee or
threatened against the Trustee which in the reasonable judgment of the Trustee,
would affect the existence of the Trustee or in any way contesting or affecting the
validity or enforceability of the Indenture or the Escrow Agreements or contesting
the powers of the Trustee or its authority to enter into and perform its obligation
under the Indenture or the Escrow Agreements.
(iv) To its best knowledge after due inquiry, the Trustee is not in
breach of or default under any law or administrative rule or regulation of the State
of California or the United States of America, or of any department, division,
agency or instrumentality thereof, or any applicable court or administrative decree
or order to which the Trustee is subject or bound and which would materially
impair the ability of the Trustee to perform its obligations under the Indenture and
the Escrow Agreements, and the execution and delivery of the Indenture and the
Escrow Agreements and the authentication of the Bonds will not conflict with or
constitute a breach of or default tmder the Trustee's duties under any law,
administrative regulation, court decre:e, resolution, charter or bylaws to which the
Trustee is subject or by which it is bound.
(1) Bond Insurance Policy and Surety Bond and Bond Insurer Opinions. An
original executed Bond Insurance Policy and Surety Bond, together with an opinion or
opinions of counsel to the Bond Insurer in form and substance acceptable to the
Underwriter.
(m) Bond Insurer Certificate. A I~ertificate of the Bond Insurer or an opinion
of counsel to the Bond Insurer, dated the date of the Closing, to the effect that the
information contained in the Official Statement regarding the Bond Insurance Policy and
the Bond Insurer is true and correct in all material respects.
(n) Evidence of Ratings. Satisfactory evidence that the Bonds have been rated
"Aaa" and "AAA" by Moody's Investors Service ("Moody's") and Standard & Poor's
Rating Services, a division of The McGraw Hill Companies, Inc. ("S&P"), respectively,
in each case with the understanding that the: Bond Insurance Policy will be issued with
respect to the Bonds on the Delivery DateL:and that the Bonds have received underlying
ratings of "_" and "_" from Moody's and S&P, respectively - IF UNDERLYING
RATINGS ARE DISCLOSED].
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-. 14-
(b) the marketability of the Bonds or the market price thereof, in the opinion
of the Underwriter, has been materially adversely affected by an amendment to the
Constitution of the United States or by any legislation in or by the Congress of the United
States or by the State of California, or the amendment of legislation pending as of the
date of this Purchase Agreement in the Congress of the United States, or the
recommendation to Congress or endorsement for passage (by press release, other form of
notice or otherwise) of legislation by the President of the United States, the Treasury
Department of the United States, thl;: Internal Revenue Service or the Chairman or
ranking minority member of the Committee on Finance of the United States Senate or the
Committee on Ways and Means of the United States House of Representatives, or the
(a) any event shall occur which causes any statement contained in the Official
Statement to be materially misleading or results in a failure of the Official Statement to
state a material fact necessary to make the statements in the Official Statement, in the
light of the circumstances under which they were made, not misleading; or
Section 10. Termination Events. The Underwriter shall have the right to terminate
this Purchase Agreement, without liability therefor, by notification to the Agency and the
Authority if at any time between the date hereof and prior to the Closing:
If the Agency or the Authority shall bl;: unable to satisfy the conditions contained in this
Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason
permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the
Underwriter nor the Agency or the Authority shall be under further obligation hereunder, except
as further set forth in Section 11 hereof.
(P) Additional Documents. (1) An original executed copy of each of the
Agency Documents and the Official Statement, (2) a certified copy of each of the
Resolutions, (3) an arbitrage certificate in form acceptable to Bond Counsel, (4) a
verification report with respect to the Bonds prepared by the [VERIFICATION AGENT],
(5) a report of the Fiscal Consultant in substantially the form attached to the Official
Statement, (6) a copy of the Bond Insurance Policy issued by the Bond Insurer, (7) a copy
of each report reqUired to be delivered to the California Debt and Investment Advisory
Commission pursuant to Section 8855(g) of the Government Code of the State, (8) a copy
or verification of the filing of a letter of representation or such equivalent document as
required by DIC, and (9) such additional certificates, instruments and other documents as
Bond Counsel, the Agency or the Unde:rwriter may reasonably deem necessary.
(0) Fiscal Consultant's Certificate. A certificate of Seifel Consulting Inc.,
(the "Fiscal Consultant"), dated the Closing Date, to the effect that the information in the
Official Statement under the headings "THE PROJECT AREA," and under APPENDIX
A - "Fiscal Consultant's Report" to the Official Statement, is true and correct in all
material respects, and contains no misstatement of any material fact and does not omit
any statement necessary to make the statements contained therein, in the light of the
circunistances in which such statements were made, not misleading, and consenting to the
use of the report of the Fiscal Consultant in the Preliminary Official Statement and the
Official Statement.
S526039.3
proposal for consideration of legislation by either such Committee or by any member
thereof, or the presentment of legislation for consideration as an option by either such
Committee, or by the staff of the Joint Committee on Taxation of the Congress of the
United States, or the favorable reporting for passage of legislation to either House of the
Congress of the United States by a Committee of such House to which such legislation
has been referred for consideration, or any decision of any Federal or State court or any
ruling or regulation (final, temporary or proposed) or official statement on behalf of the
United States Treasury Department, the Internal Revenue Service or other federal or State
authority materially adversely affecting the federal or State tax status of the Agency, or
the interest on bonds or notes or obligations of the general character of the Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be
enacted by any governmental body, department or agency of the State of California, or a
decision by any court of competent jurisdiction within the State of California or any court
of the United States shall be rendered which, in the reasonable opinion of the
Underwriter, materially adversely affects the market price of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or a
decision by a court of the United States shall be rendered, or a stop order, ruling,
regulation or official statement by, or OIl behalf of, the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter
shall be issued or made to the effect that the issuance, offering or sale of obligations of
the general character of the Bonds, or thl~ issuance, offering or sale of the Bonds,
including all underlying obligations, as contemplated hereby or by the Official Statement,
is in violation or would be in violation of, or that obligations of the general character of
the Bonds, or the Bonds, are not exempt from registration under, any provision of the
federal securities laws, including the Securities Act of 1933, as amended and as then in
effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939,
as amended and as then in effect; or
(e) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by
any national securities exchange which restrictions materially adversely affect the
Underwriter's ability to trade the Bonds; or
(f) a banking moratorium shall have been declared either by federal or New
York State authorities; or
(g) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other calamity or
crisis the effect of which on financial markets is such as to make it, in the sole judgment
of the Underwriter, impractical or inadvisablle to proceed with the offering or delivery of
the Bonds as contemplated by the final Official Statement (exclusive of any amendment
or supplement thereto); or
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S526039.3
Section 13. Entire Agreement. This Purchase Agreement, when accepted by the
Agency and the Authority, shall constitute: the entire agreement among the Agency, the
Authority and the Underwriter and is made solely for the benefit of the Agency, the Authority
and the Underwriter (including any successors or assigns of the Underwriter). No other person
.. 16-
Citigroup Global Markets Inc.
Citigroup Center, Suite .2800
One Sansome Street
San Francisco, California 94104
Attn: Public Finance Department
Section 12. Notice. Any notice or other communication to be given to the Agency and
the Authority under this Purchase Agreement may be given by delivering the same in writing to
such entity at the address set forth above. Any notice or other communication to be given to the
Underwriter under this Purchase Agreement may be given by delivering the same in writing to:
The Agency shall pay for expenses (included in the expense component of the spread)
incurred on behalf of the Agency's employees which are incidental to implementing this
Purchase Agreement, including, but not limited to, meals, transportation, lodging, and
entertainment of those employees.
The Underwriter shall pay and the Agency (and shall be under no obligation to pay all
expenses incurred by it in connection with the: public offering and distribution of the Bonds) the
fees of the California Debt and Investment Advisory Commission and the CUSIP Service Bureau
charge for the assignment of CUSIP numbers to the Bonds.
Section 11. Expenses. The Underwriter shall be under no obligation to pay and the
Agency shall payor cause to be paid the expenses incident to the performance of the obligations
of the Agency and the Authority hereunder including but not limited to (a) the costs of the
preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of
the Agency Do.cuments and the cost of preparing, printing, issuing and delivering the defmitive
Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other
experts or consultants retained by the Agency; ( c) the fees and disbursements of Bond Counsel
and Disclosure Counsel; and (d) the cost of printing the Preliminary Official Statement and any
supplements and amendments thereto and the cost of printing the Official Statement, including
the requisite number of copies thereof for distribution by the Underwriter.
(j) the withdrawal or downgrading of any rating of the Bonds or any other
securities of the Agency secured by the Tax Revenues by a national rating agency.
(i) trading in the Agency's outstanding securities shall have been suspended
by the Securities and Exchange Commission or trading in securities generally on the New
York Stock Exchange shall have been suspended or limited or minimum prices shall have
been established on such Exchange; or
(h) the commencement of any action, suit or proceeding described in Section
6(f) hereof which, in the judgment of the Underwriter, materially adversely affects the
market price of the Bonds; or
shall acquire or have any right hereunder by virtue hereof, except as provided herein, All the
Agency's and the Authority's representations, warranties and covenants in this Purchase
Agreement shall remain operative and in full forc€:: and effect, regardless of any investigation
made by or on behalf of the Underwriter.
Section 14. Counterparts. This Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the same instrument.
Section 15. Severability. In case anyone or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or lmenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
Section 16. State of California Law Governs. The validity, interpretation and
performance of this Purchase Agreement shall be governed by the laws of the State of California.
Section 17. No Assignment. The rights and obligations created by this Purchase
Agreement shall not be subject to assignment by the Underwriter, the Authority or the Agency
without the prior written consent of the other parties hereto.
- 17..
S526039.3
P.2'l
P.28
-. 18 -
[Name],
[Title]
CITIGROUP GLOBAL MARKETS INC.
S526039.3
[Name],
[Title]
BY:
CITY OF SOUTH SAN FRANCISCO
CAPITAL IMPROVEMENTS
FINANCING AUTHORITY
[Name],
[Title]
By:
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO
Accepted as of the date first stated above:
By:
APPENDIX: A
Redevelopment Agency of the City of South San Francisco
Merged Redevelopment Project Area
Tax Allocation Revenue Bonds
Series 2006A
MATURITY SCHEDULE, INTEREST RATES AND YIELDS
Maturity Date
(August 1)
Amount
Interest Rate
Yield
Price
[To Come]
Mandatory Sinking Fund Schedules
The Bonds maturing on August 1, 20___ are subject to mandatory sinking fund
redemption in part by lot on August 1 in the years set forth below from sinking fund payments
made by the Agency, at a redemption price equal to the principal amount thereof to be redeemed
together with accrued interest thereon to the redemption date, without premium, in the aggregate
respective principal amounts and on the respective dates as set forth in the following table:
$
Term Bonds Maturing August 1, 20__
Sinking Fund
Redemption Date
(August 1)
Principal Amount
To Be Redeemed
[To Come]
A-I
S526039.3
P.29
P.30
S526039.3.
B-1
[Title]
By
REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO
(5) If, at any time prior to the execution of the final contract of purchase, any
event occurs as a result of which the Preliminary Official Statement might include an
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading, the Agency shall promptly notify the underwriter thereof.
IN WITNESS WHEREOF, we have hereunto set our hands as of the _ th day of
February, 2006.
(4) The Preliminary Official Statement is, except for the Permitted Omissions,
deemed [mal within the meaning of the: Rule and has been, and the information therein is
accurate and complete in all material respects except for the Permitted Omissions.
(3) As used herein, "Permitted Omissions" shall mean the offering price(s),
interest rate(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such matters
and the identity of the underwriter(s), all with respect to the Bonds.
(2) In cOIl!lection with the offering and sale of the Bonds, there has been
prepared a Preliminary Official Statement, dated as of February _, 2006, setting forth
information concerning the Bonds and the issuer of the Bonds (the "Preliminary Official
Statement").
(1) This Certificate is delivered to enable the Underwriter to comply with
Securities and Exchange Commission Rule l5c2-l2 under the Securities Exchange Act of
1934 (the "Rule") in connection with the offering and sale of the Agency's
Redevelopment Agency of the City of South San Francisco Merged Redevelopment
Project Area Tax Allocation Revenue Bonds, Series 2006A (the "Bonds").
The undersigned hereby certifies amd represents to (the
"Underwriter") that he is a duly appointed and acting officer of the Redevelopment Agency of
the City of South San Francisco (the "Agency"), and as such is to execute and deliver this
Certificate and further hereby certify and reconfirm on behalf of the Agency to the Underwriter
as follows:
RULE l5c2-12 CERTIFICATE
APPENDIX B
Attachment
Advantages of a Negotiated Bond Sale
for the 2006 Tax Allocation Bonds
Page 1 01'2
Bonds are either sold in a competitive or a negotiated sale. In a competitive sale, the
bonds are structured and packaged with the assistance of an independent financial
advisor, and then sold via a sealed bidding process to an underwriter. In a negotiated
sale, the bonds are packaged and structured by the underwriting firm itself, which will be
buying the bonds for resale to its investors. The negotiated price occurs with the
assistance of the financial advisor at the time: of the sale. A key role of the financial
advisor is to analyze the bond pricing on behalf of the issuer, and negotiate the interest
rates down if they are out of the recent market. After lengthy discussions with our
independent financial advisor, Public Financial Management (PFM), with bond counsel,
and with other financial advisors and other Redevelopment Agencies' staff, staff decided
that a negotiated bond sale would be the only way to guarantee a successful bond sale for
a number of reasons. The bonds would be more effectively sold on a negotiated basis
with an underwriter, primarily due to the size and complexity of the transaction.
Competitive bond sales are typically limited to simple transactions that can be easily
explained to bond investors, which are somewhat rare for Redevelopment Agencies, so it
is quite common for Redevelopment Tax Al1ocation Bonds to be sold via negotiated
sale. The Agency's 1999 Gateway Bonds were sold in a negotiated manner as well.
By contrast, an example of a bond sale that is appropriate for a competitive sale is a
General Obligation bond, because the full taxing authority of the local government backs
it, and has the highest credit rating.
Examples of elements of this bond sale that make the transaction too complex for an
effective competitive bond sale include:
the terms of the 1999 bonds, which have to be defeased in order to sell
new bonds, due to the restrictions in the1999 bond covenants;
the recent redevelopment fiscal merger meant that this would be the first
time the bond markets would see this particular credit offering, and given
the relatively large bond sizing, a negotiated sale would be more
conducive to encouraging a proactive amount of premarketing to investors
by the underwriter;
the number and nature of the property tax appeals in the Redevelopment
Project Areas would. raise credit questions that the premarketing would
need to address with investors, as would the concentration of ownership
and assessed value among the top ten property owners in the Gateway,
Downtown, and Shearwater project areas;
the bonds were originally thought to have a potential taxable component
reflecting a portion of the land purchase that might have been taxable. It
is highly unusual and very difficult to sell taxable bonds through a
competitive bond sale process.
P.31
P.32
In San Mateo County, the Redwood City Redevelopment Agency sells RDA bonds via
negotiated sale, as does the largest Redevelopment Agency in California, the San Jose
Redevelopment Agency.
In the case of the bond issue being presented to the Authority at this meeting, the
Redevelopment Agency has gone through a competitive selection process for the bond
underwriter, having chosen Citigroup after interviewing several prominent investment
banking firms through a Request for Proposal Process, consistent with the City's
purchasing guidelines in the Municipal Code. The Redevelopment Agency Board
approved the selection of Citigroup on February 8.
Advantages of a Negotiated Bond Sale
for the 2006 Tax Allocation Bonds
Page 2 of 2
Attachment
COMPETITIVE VERSUS NEGOTIATED SALE OF DEBT
Deciding whether to go negotiated or competitive is the most important
decision an issuer can make.
The Bond Buyer, April 8, 1991
INTRODUCTION
While one may quibble with the notion that the
decision to sell debt through the negotiated or
competitive process is "the most important
decision an issuer can make," this issue clearly
represents one of the most controversial topics in
public finance today. The controversy extends
back to the rnid-1970s, when more and more
issuers began to select the negotiated method as
the preferred way of selling bonds. This shift
has been attributed to several factors, including
the increasing utilization of revenue bonds
instead of general obligation bonds; the volatile
interest rate environment of the late 1970s and
early 1980s; and the emergence of innovative
financing options and products. The last factor
is particularly relevant to California, where the
restrictions imposed by Proposition 13 in 1978
led to the development of new financing
techniques.
Most bond industry professionals would agree
that neither the competitive sale nor the
negotiated method of sale is ideal for all bond
issues. The appropriate method of sale should
be determined on a case-by-case basis after
evaluating a number of factors related to the
proposed fmancing, the issuer, and the bond
market. The challenge for public issuers, then,
is to properly identify how the relevant decision
factors apply to their proposed bond issues. This
September 1992
Issue Brief on the two principal methods of
selling public debt is designed to help issuers
conduct such a systematic evaluation of their
proposed bond issues. It is intended to provide
general guidelines for public issuers, particularly
those who are infrequent participants in the bond
market.
COMPETITIVE UNDERWRITING
Competitive underwriting is the method of bond
sale in which the issuer sells its bonds to the
underwriter offering the lowest bid meeting the
terms of the sale. In a competitive underwriting,
the issuer, typically with a financial advisor or
investment banker, conducts all the origination
tasks necessary for the bond offering. These
tasks include structuring the maturity schedule,
preparing the official statement, verifying legal
documents, obtaining a rating, securing credit
enhancement, and timing the sale. The issuer
then advertises the sale of the bonds in advance
of the specified sale date through a Notice of
Sale (NOS). The NOS contains relevant
information on the proposed issue and the
criteria by which the bonds will be awarded. At
the specified date, time, and venue, the issuer
opens all bids and awards the right to purchase
the bonds to the underwriter with the best bid
based on the criteria specified in the NOS,
California Debt and Investment Advisory Commission
P.33
California Debt and Investment Advisory Commission
Minimum issuer control over underwriter
selection and bond distribution. In competitive
underwriting, the bonds are sold to the
underwriter submitting the best bid, based on the
NOS criteria. The issuer exerts little influence
over which underwriting firms actually purchase
the bonds and how these bonds are ultimately
distributed. For example, the issuer's ability to
ensure that regional firms are included in the
underwriting syndicate of a large issue, or that a
portion of the bonds are sold to certain types of
investors (e.g" retail or regional investors) is
limited. In a competitive sale, market forces
determine the distribution of the bonds. This
lack of control, however, should only be
disadvantageous to the extent that the issuer is
interested in influencing the composition of the
underwriting team or the distribution of the
bonds.
In addition, the competitive sale restricts the
issuer's ability to adjust major structural
features, such as final maturity and call
provisions, to match the demand realized in the
actual sale process. Again, while a properly
structured NOS can increase the flexibility of a
competitive sale by allowing for changes in the
size of the issue (within certain parameters),
principal maturity amounts, and the composition
of serial versus term bonds, a negotiated sale
still holds the advantage if flexibility in
structuring is of paramount consideration.
Limited timing and structural flexibility. An
issuer's ability to make last-minute changes is
limited by the competitive sale process. With
regard to timing, competitive bidding entails a
15-day lag between the time documents are
completed and the actual sale date, due to legal
notice requirements. Hence, the issuer's ability
to speed up the sale process, if necessary, is
restricted. While a NOS can be structured to
allow for postponement of a competitive sale
and subsequent reoffering with a minimum of
two days prior notice, the competitive sale
process remains less flexible than its negotiated
counterpart.
COMPETITIVE VERSUS NEGOTlA TED SALE OF DEBT
P.34
2
September 1992
Risk premium. Underwriters bidding on a
competitive sale have no guarantee of being
awarded the bonds. Thus, underwriters cannot
be expected to conduct the same level of pre-
sale marketing (canvassing prospective investors
before the sale) as in a negotiated sale. To
compensate for uncertainty about market
demand, underwriters may include a hedge or a
risk premium in their bids, which can show up
either in the spread or the reoffering scale. The
amount of the risk premium, however, should
also be weighed against the total cost of the
financing.
Disadvantages
Open process. The other positive feature of
competitive sale is that the issuer generally
avoids allegations of unfairness or impropriety
in the selection of the underwriter because the
bonds are sold through a public auction.
Historically lower spreads. While the gross
underwriting spreads (management fee,
expenses, underwriting fee, and takedown)
between competitive :md negotiated bond sales
have been narrowing over the past decade,
competitive underwriting is still generally
viewed as the best means of reducing
underwriting costs. While one may argue that
equating spreads is an apples versus oranges
comparison and that any advantage in spread
should be weighed against other costs of the
fmancing, data since 1982 indicate that
competitive issues hold an edge in terms of
lower underwriter fees paid on general
obligation and revenue: bond issues.
Competitive environment. The issuer's ultimate
goal in a financing is to protect the public's
interest by obtaining the lowest possible interest
cost. Consequently, the most compelling
argument in favor of a competitive sale is that
the competition among underwriters provides
the incentive for keeping the effective interest
cost as low as possible. Under the competitive
bid process, market forces determine the price.
Advantages
NEGOTIATED UNDERWRITING
In a negotiated sale, the terms of the purchase
are subject to negotiation between the issuer and
the underwriter, Whereas the issuer accepts or
rejects the underwriter bids in a competitive
sale, the issuer can and is expected to negotiate
with the underwriter over the price of the bonds
and the spread in a negotiated sale.
In a negotiated sale, underwriter selection is one
of the first steps taken by the issuer, Because
the issuer selects an underwriter without fully
knowing the terms under which that underwriter
is willing to purchase the bonds, the issuer's
selection is based on other criteria, which
generally include the underwriter's expertise,
financial resources, compatibility, and
experience. Once the underwriter is selected,
both the underwriter and the issuer participate in
the origination and the pricing of the issue, A
fmancial advisor or another investment banking
firm will often represent the issuer's interest in a
negotiated sale.
Advantages
Assistance in originating the issue. While the
underwriter's primary role in a negotiated sale is
as the purchaser of the issue, the underwriter can
also assist the issuer in performing origination
tasks such as preparing the official statement,
making presentations to rating agencies, and
obtaining credit enhancement - in essence, "one-
stop shopping." Some issuers, however, prefer
to engage a fmancial advisor or another
investment banking firm for assistance in a
negotiated sale. In a competitive sale, the issuer
performs the origination tasks or pays for these
services separately.
Effective pre-sale marketing. Because the
underwriter in a negotiated offering is assured
the right to purchase the bonds, the underwriter
can conduct more effective pre-sale marketing
than in a competitive sale. By developing
information about market demand for the bonds,
the underwriter can reduce inventory risk,
presumably leading to a lower risk premium in
the pricing. Pre-sale marketing is especially
September 1992
COMPETITIVE VERSUS NEGOTV\TED SALE OF DEBT
important for issuers who have not developed a
reputation among investors or whose securities
are not widely held among investors.
Timely and structural flexibility. Another
advantage of negotiated underwriting is
:Elexibility - the ability to sell the bonds at any
time and to change the structure of the issue in
response to changing conditions. Although the
issuer may announce a negotiated sale date, this
date is considered a target and can be changed if
deemed necessary (because of a large supply of
similar securities or unfavorable interest rate
movements, for example). Similarly, negotiated
underwriting allows the issuer the flexibility to
adjust the structure of the issue up until the time
of sale to meet either the issuer's or the
investor's needs.
Influence over underwriter selection and bond
distribution. In a negotiated sale, the issuer
exercises more influence over underwriter
selection and bond distribution. The choice of
the underwriter in a negotiated sale is based on a
variety of criteria which may target certain types
of underwriting firms and establish distribution
goals. Issuers trying to reach certain market
sectors may be able to negotiate with the
underwriter to allocate the bonds accordingly.
Again, this type of control should only be
relevant to issuers wishing to include certain
firms in the underwriting syndicate or wanting to
make sure that certain types of customers
receive a portion of the bonds.
Disadvantages
Lack of competition in the pricmg. In a
negotiated sale, the bond pricing is less subject
to the rigors of competition, as the underwriter
obtains the exclusive right to purchase the bonds
in advance of the pricing. Unless the issuer is
vigilant during the pricing, the interest rates may
be structured to protect the profit margin of the
underwriter, not to keep the issuer's borrowing
costs as low as possible. Although some
underwriters may exercise restraint in the
pricing to protect their reputation and promote
future business, issuers should take the
responsibility to obtain market information on
3
California Debt and Investment Advisory Commission
P.35
California Debt and Investment Advisory Commission
In a negotiated sale, smaller firms will often
have a better chance of being included in an
underwriting syndicate, though there is no
guarantee that smaller firms will be allocated
bonds. To the extent that issuers believe that
influencing the composition of the underwriting
syndicate and the distribution of bonds are
worthwhile policy objectives, they may be better
served by the negotiated sale. When issuers
choose a negotiated sale for these reasons,
however, they should clearly specify the
rationale and criteria for the selection of
Policy goals. As noted earlier, issuers will find
that the competitive bid process does not provide
them much influence over the composition of
the underwriting syndicate or the distribution of
bonds. Moreover, some have argued that the
competitive sale process screens out minority-
owned, women-owned, or other small firms that
do not have the resources to compete with more
established underwriters.
Credit strength. Everything else being equal,
the higher the credit quality of the issue and the
issuer, the less likely there will be a need for
negotiation. Because of the steady demand for
high quality municipal bonds, issuers with a
strong credit position can fare well in
competitive bidding. Consequently, issuers
should consider the competitive sale for issues
rated A and above. Weak issuers may not attract
sufficient market interest or induce competition
and, consequently, may benefit from the more
effective education process offered by the
negotiated sale.
success of any bond issue. The frequent issuer
is at an advantage in terms of attracting market
interest insofar as the market is already familiar
with its credit quality. Although the trend is
toward greater disclosure for all issuers,
generally, the market does not require as much
information from frequent issuers as it does from
infrequent market participants. Consequently,
the infrequent issuer should consider the extent
to which pre-sale marketing - which may be
more effective under the negotiated sale - is
necessary for the success of its bond sale,
COMPETITIVE VERSUS NEGOTIATED SALE OF DEBT
P.36
4
September 1992
Market familiarity. Attracting sufficient
investor and underwriter interest is critical to the
Issuer Characteristic.s
While it is impossible to develop a fail-safe
formula to follow for making a decision on the
appropriate method of sale, issuers can make
informed decisions by conduction a systematic
review of certain factors on a case-by-case basis.
These factors can be classified under issuer
characteristics, including market familiarity,
credit strength, and policy goals; and financing
characteristics, including type of debt
instrument, issue size, complexity of the issue,
market conditions, and story bonds.
COMPETITIVE VERSUS
NEGOTIATED: DECISION FACTORS
Appearance of favoritism. Because underwriter
selection is based on quantitative and qualitative
factors, negotiated sales can be subject to
allegations of impropriety. Issuers must be
prepared to defend their underwriter selection
criteria, as well as their ultimate cost of
borrowing, to avoid the appearance of
impropriety.
Elements of spread open to wide fluctuation.
While underwriters in a negotiated sale can
provide an array of financial services which are
in addition to the actual underwriting of the
bonds, issuers should not lose sight of the fact
that these services come at a price. Insofar as
the cost of these services will be paid for as part
of the underwriting spread (versus a flat fee),
some issuers may not be fully aware of the
compensation that is being provided for such
services, or whether they actually need all the
services being provided. Thus, the chance for
wide fluctuations in spread between comparable
deals is greater in a negotiated environment.
The negotiated sale process demands increased
scrutiny on the part of the issuer to keep spreads
reasonable.
comparable transactions at the time of the
pncmg.
underwriters and the allocation of bonds to avoid
any appearance of impropriety.
Financing Characteristics
Type of debt instrument. The market responds to
familiar or well-known debt instruments and,
likewise, tends to be apprehensive about
innovations. An issuer using a relatively new
debt instrument may have to familiarize the
market with the security features of the
instrument. The negotiated sale is invariably
more conducive to this education process.
However, insofar as the market has the ability to
rapidly absorb information regarding new debt
instruments, "innovative" instruments can
quickly become mainstream. Thus, as the market
becomes more familiar with a particular debt
instrument, the need to educate market
participants on the nuances of the instrument
will diminish. Everything else being equal,
more familiar instruments will be better suited to
competitive sale.
Issue size. The size of the bond issue influences
both the level of investor interest and the
market's ability to absorb the issue, The general
rule is that if the issue is either too small or too
large, the issuer should consider negotiating the
sale. A very small issue will probably not attract
any attention in the market without a concerted
sales effort, A very large issue, on the other
hand, may not easily be absorbed by the market.
Therefore, effective pre-sale marketing activity
- offered by the negotiated sale - becomes
necessary,
Complexity of the issue. It is convention in the
public finance industry that "plain vanilla"
issues (i.e., those that are readily accepted and
understood by underwriters and investors) lend
themselves to the competitive bid process.
Consequently, bonds which are structured to
include features such as variable rates, put
features, or interest rate swaps, may be more
appropriate for negotiated sale.
Market conditions. During periods of interest
rate stability, the need for flexibility in the
timing of the sale is not particularly critical.
September 1992
COMPETITIVE VERSUS NEGOTIATED SALE OF DEBT
Conversely, the timing of the sale is very critical
in an unstable or volatile market, especially
when there is a need to bring an issue to the
market in a few days. In such cases, the
flexibility inherent in a negotiated sale can be
indispensable. For example, refunding issues
which are motivated by the desire to capture the
savings offered by lower interest rates, and
which may be susceptible to even minor
fluctuations in market rates, may be better
served by the timing flexibility offered by the
negotiated sale.
Story bonds. In some cases, an issue faces
market difficulties because it is associated with
unusual events or conditions. For instance,
issues linked to a previous default, litigation, or
other adverse circumstances may be difficult to
place. By the same token,. issues or structures
that are not familiar to the market may require
added explanation. These issues are sometimes
referred to as "story bonds," because in order to
develop sufficient market interest, the issuer has
to "tell a story," or explain why the bonds are
actually sound investments, Issuers of story
bonds, such as Mello-Roos bonds can benefit
from the more effective pre-sale marketing
opportunities offered by the negotiated sale.
Nevertheless, bonds that may require an
explanation, such as the bonds sold by the City
of Los Angeles to finance a court-ordered
judgement against the City, can be sold
successfully in a competitive sale if the market
is familiar with the issuer and the credit secUrity
is particularly strong.
ALTERNATIVE APPROACHES
Issuers who find that the traditional approaches
outlined in earlier sections do not completely
meet their financing needs, may want to
consider one or more of the alternative
approaches described below.
Conducting competitive bidding within the
legal framework of a negotiated sale. Issuers
who prefer the competitive pricing environment
offered by the competitive sale but, for one
reason or another, can ill afford the 15-day
5
California Debt and Investment Advisory Commission
P.37
California Debt and Investment Advisory Commission
Moreover, it is important that issuers who
choose the negotiated sale do not relegate the
responsibility to obtain the best pricing for the
issue to the underwriter. Personal and
trustworthy relationships, notwithstanding, the
underwriter's fiduciary responsibility ultimately
lies with its investors. And because the
investors' and the issuer's interests are not
necessarily complementary, the responsibility
for looking out for the issuer's interests during
the pricing should remain with the issuer.
Participate in all aspects of the bond issnance.
Issuers should never forget that it is their
responsibility to protect the public trust by
selling their bond issues at the lowest possible
interest cost. The members of the financing
team are merely agents of the issuer. Therefore,
issuers should take an active part in all the
decisions related to the sale of their bonds: the
selection of the underwriting method; the
selection of the financing team; the marketing of
the bonds; and the investment of the bond
proceeds. While not all issuers are experts in
municipal finance, they should not be shy about
asking their fmancing team members critical
questions.
The following recommendations are intended to
assist issuers not only in choosing an appropriate
method of sale, but also in reducing issuance
costs.
RECOMMENDATIONS
consider "unbundling" financial advisory
services - hiring a fmancial advisor or
investment banker only for certain portions of
the sale. For example, in a negotiated sale, the
issuer can hire a financial advisor or another
investment banking firm to assist in the bond
pricing, but not in preparing the bond
documents. By splitting the services in this way,
the issuer can lower the costs of financial
advisory services, while receiving needed
assistance on a particular element of the bond
sale process.
COMPETITIVE VERSUS NEGOTIATED SALE OF DEBT
P.38
6
September 1992
"Unbundling" financial services. Issuers who
do not need the full range of services offered by
a financial advisor or investment banker, and
who are concerned about costs, may want to
There are at least two ways the issuer can infuse
competition into the underwriter selection
process. One way is to establish an underwriting
pool, similar to the one developed by the State
Treasurer's Office, from which underwriters for
all negotiated issues will be chosen. The issuer
should select pool underwriters based on
responses to an RFQ in order to determine those
who are qualified to take the issuer's bond
offerings to the market. Another method is to
issue an RFP requiring interested underwriters to
outline their proposals for taking specific bond
offering to the market. Either way, issuers
should consider the quality and level of service
offered, not just costs, when selecting the
underwriter,
Infusing competition in the negotiated sale
process. More often than not, competition
among underwriters produces lower costs and
higher levels of service. Thus, it is important
that issuers who plan to use the negotiated sale
consider employing a competitive process for
the selection of their underwriter. The use of a
request for qualifications (RFQ) or request for
proposals (RFP) to solicit interest requires
potential underwriters to compete against one
another on the basis of cost and services offered.
notice requirement, may want to consider an
approach that offers both the flexibility of the
negotiated sale and the competition in the
pricing of the competitive sale. Under this
approach, the issuer utilizes the legal framework
of the negotiated sale, allowing the acceleration
of the sale process. However, instead of
negotiating the price and interest rate of the
issue with just one underwriter, the issuer
solicits bids from all interested underwriters and
awards the right to purchase the bonds to the
lowest bidder, thereby maintaining a competitive
environment in the pricing. A disadvantage with
this approach is that it does not provide the
flexibility to make last minute or unanticipated
changes in the structure of the issue.
Assess the level of demand for the issue.
Naturally, a competitive sale will not be
successful if it does not produce real
competition. While as a technical matter, two
bids are necessary to generate competition, three
or more bids will generally ensure the issuer that
the bid price of the bonds approximates the price
of comparable securities being issued at the
same time. (A notable exception is the State of
California, which customarily receives only two
bids on its general obligation bond sales and is
still able to secure competitive prices for its
bonds,) If the issuer determines that a
competitive sale will generate only one bid, a
negotiated sale may be preferable.
Focus on the total cost of the financing. The
spread is but one component of the total cost of
the financing. While it is an important cost
factor, concentrating negotiations on the spread
at the expense of the interest rate pricing can
prove counterproductive to the issuer's goal of
keeping the total fInancing cost as low as
possible. Conversely, focusing on the interest
rates without considering other costs of
borrowing, such as underwriter spread and
fmancial advisory fees, can be equally
deceiving. The key is to consider the total cost
of financing when evaluating a particular debt
issue.
When in doubt, hire a fmancial advisor.
Negotiated bond sales customarily require a
greater deal of skill on the part of the issuer than
competitive sales. In order to evaluate the
financial terms offered by the underwriting
syndicate, the issuer must be able to identify
how the market is pricing similar transactions.
An issuer lacking the expertise to undertake such
an analysis negotiates from a position of
weakness. In such cases, the issuer should
consider hiring a financial advisor or another
investment banking firm to assist in some or all
aspects of the fmancing. Similarly, an issuer
lacking the expertise to perform the origination
tasks necessary to prepare an issue for
competitive sale or to evaluate the bids once
they are submitted, may also benefIt from the
services of a financial advisor or an investment
banker.
September 1992
COMPETITIVE VERSUS NEGOTIATED SALE OF DEBT
ll!:valuate the method of sale for every issue. It
is very important that issuers evaluate the
method of sale for each bond issue, Issuers
should avoid becoming too comfortable with a
particular approach. Each time an issuer comes
to market, it should be with the knowledge that
1he method of sale has been thoroughly
l~valuated.
7
California Debt and Investment Advisory Commission
P.39
AGE~NDA
CITY COUNCIL
CITY OF SOUTH SAN FRANCISCO
REGULAR MEETING
MUNICIP AL SERVICE BUILDING
COMMUNITY ROOM
WEDNESDAY, FEBRUARY 22, 2006
7:30 P.M.
PEOPLE OF SOUTH SAN FRANCISCO
You are invited to offer your suggestions. In order that you may know our method of conducting
Council business, we proceed as follows:
The regular meetings of the City Council are held on the second and fourth Wednesday of each month at
7:30 p.m. in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San
Francisco, California.
Public Comment: For those wishing to address the City Council on any Agenda or non-Agendized item,
please complete a Speaker Card located at the entrance to the Council Chamber's and submit it to the
City Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public
comment. California law prevents the City Council from taking action on any item not on the Agenda
(except in emergency circumstances). Your question or problem may be referred to staff for
investigation and/or action where appropriate or the matter may be placed on a future Agenda for more
comprehensive action or a report. When your name is called, please come to the podium, state your
name and address (optional) for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES
PER SPEAKER. Thank you for your cooperation.
The City Clerk will read successively the items of business appearing on the Agenda. As she completes
reading an item, it will be ready for Council action.
JOSEPH A. FERNEKES
Mayor
RICHARD A. GARBARINO, SR
Vice Mayor
MARK N. ADDIEGO
Councilman
PEDRO GONZALEZ
Councilman
KARYL MATSUMOTO
Councilwoman
RICHARD BATTAGLIA
City Treasurer
SYLVIA M. PAYNE
City Clerk
BARRY M. NAGEL
City Manager
STEVEN T. MATT AS
City Attorney
PLEASE SILENCE CELL PHONES AND PAGERS
HEARING ASSISTANCE EQUIPMENT A V AILABLE FOR USE BY THE HEARING IMP AIRED AT CITY COUNCIL MEETINGS
CALL TO ORDER
ROLL CALL
PLEDGE OF ALLEGIANCE
INVOCATION
PRESENTA TIONS
· Certificate of Appreciation - Bakers of Paris, recipient: Mr. Lionel Robbe-Jedeau
· Senior Mobility Action Plan - Ms. Corinne Goodrich, SamTrans Coordinator
· Mid- Y ear Financial Update -- Finance Director Jim Steele
AGENDA REVIEW
PUBLIC COMMENTS
ITEMS FROM COUNCIL
· Announcements
. Committee Reports
CONSENT CALENDAR
I. Motion to approve the minutes of February 8, 2006
2. Motion to confirm expense claims of February 22,2006
3. Resolution in support of a measure to secure local transportation funding
4. Motion to accept the Orange Park Recreation Center Buildings Demolition Project as
complete in accordance with plans and specifications
5. Resolution approving the issuance of tax allocation bonds by the Redevelopment
Agency to finance and refinance redevelopment activities
6. Resolution authorizing the acceptance of a grant from FEMA for the purchase of fire
radios, structural firefighting clothing and boots in the amount of $202,8l5
ADMINISTRATIVE BUSINESS
7. Resolution expressing the City's position that the Federal Communications Commission
(FCC) should do nothing to interfere with the City's authority over cable television
franchising
CLOSED SESSION
8. Pursuant to Government Code section 549:57.6, conference with labor negotiator, Elaine
Yamani, for all units; and pursuant to Government Code section 549:56.9(b), conference
with legal counsel - significant exposure to litigation: one case
COUNCIL COMMUNITY FORUM
ADJOURNMENT
REGULAR CITY COUNCIL MEETING
AGEi\TDA
FEBRUARY 22, 2006
PAGE 2
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AGENDA ITEM #3
DATE:
February 22,2006
TO:
Honorable Mayor and City Council
FROM:
Barry M. Nagel, City Manager
SUBJECT:
Resolution In Support of a Measure to Secure Local Transportation Funding
RECOMMENDATION:
It is recommended that the City Council adopt a resolution in support of a constitutional
amendment for the November 2006 ballot to ensure that Proposition 42 revenues are used
exclusively for state and local transportation projects, and that revenues previously used to
offset non-transportation purposes be reimbursed.
BACKGROUND/DISCUSSION
In 2002, nearly 70% of California voters overwhelmingly passed Proposition 42, dedicating the
existing state sales tax on gasoline to fund transportation projects such as congestion relief, road
repairs, transit and safety improvements. However, Proposition 42 includes a provision that allows the
legislature and Governor to divert funds to non-transportation expenses. That provision was only
intended to be used during fiscal emergencies.
Unfortunately, two out of the last three budget years: the sales tax on gasoline has been diverted to fund
non-transportation state expenditures in the State General Fund. Nearly, $2.5 billion in these gas taxes
has been diverted to non-transportation expenses since 2002. As a result, state :md local agencies have
had to delay or stop many critical safety improvements, congestions reliefprojects, road repairs and
other pressing transportation needs. It is estimated that South San Francisco has lost $380,000 since
2002.
In an effort to resolve this matter, a broad-based coalition of business, labor, local government and
community leaders is collecting signatures to qualify a constitutional amendment for the November
2006 ballot. If passed, this measure would ensure that the sales taxes paid at the pump are used for
transportation improvements. The measure also re:quires the State to reimburse the $2.5 billion in
funds previously diverted. It responsibly allows 10 years for repayment to avoid any immediate fiscal
impact.
Staff Report February 22,2006
Subject: Resolution In Support of a Measure to Secure Local Transportation Funding
Page 2
CONCLUSION
Adoption ofthe attached resolution will demonstrate the City Council's support of a measure to secure
local transportation funding to be put forth to the voters in November 2006.
Attachment:
Resolution
RESOLUTION NO.
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION IN SUPPORT OF A MEASURE TO
SECURE LOCAL TRANSPORTION FUNDING
WHEREAS, the City of South San Francisco engages in periodic eapital improvement
assessments and planning relating to the condition of its transportation infrastructure; and
WHEREAS, the City is concerned that it is not able to maintain its transportation
infrastructure consistent with public works best praetices because of limited funding availability;
and
WHEREAS, constraints on the City's ability to fully fund local transportation
infrastructure projects adversely affect residents, visitors, and businesses within the City; and
WHEREAS, the City had anticipated receiving monies for this purpose as the result of
Proposition 42, approved by the state's voters in March 2002, which dedicated the state sales tax
paid on gasoline to state and local transportation infirastructure projects and programs; and
WHEREAS, Proposition 42 contains a provision that allows the state to transfer the sales
tax on gasoline to non-transportation state purposes during times of fiscal need; and
WHEREAS, as a result, some $2.5 billion in Proposition 42 monies has been spent over
the past three years for non-transportation purposes; and
WHEREAS, a measure is being circulated to qualify a constitutional amendment for the
November 2006 ballot that would ensure that future revenues raised by Proposition 42 are
dedicated to state and local transportation projects only; and
WHEREAS, the measure also requires the state to reimburse the $2.5 billion in funds
previously spent on non-transportation expenses to be repaid in 10 years; and
WHEREAS, ensuring that Proposition 42 revenues are used solely for transportation
proj ects, along with the reimbursement of prior revenues, will greatly assist the City of South San
Francisco in meeting its street maintenance obligations to the benefits of its residents, visitors,
and businesses.
Therefore be it RESOLVED, that the City Council of the City of South San Francisco
supports a constitutional amendment to ensure that Proposition 42 revenues are used exclusively
for state and local transportation projects, and that revenues previously used to offset non-
transportation purposes be reimbursed.
*
*
*
*
*
807132-1
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
City Council of the City of South San Francisco at a regular meeting held on the 22nd day of
February 2006 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
City Clerk
807132-1
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AGENDA ITEM #4
Staff Report
DATE: February 22,2006
TO: The Honorable Mayor and City Council
FROM: Marty VanDuyn, Assistant City Manager
SUBJECT: ORANGE PARK RECREATION CENTER - BUILDINGS DEMOLITION PROJECT:
ENGINEERING FILE NO. 51-13232-0526
RECOMMENDATION:
It is recommended that the City Council, by motion, accept the Orange Park Recreation
Center Buildings Demolition Project as complete in accordance with the plans and
specifications.
BACKGROUND/DISCUSSION:
In 1990, the City prepared a Citywide Parks, Recreation and Open Space Master Plan, as well as an
Orange Park Master Plan to create a vision for our parks and identify the needs fi)r future development.
The approved plan showed the demolition ofthe old community center structure at Orange Park. This
proposal was the result of a feasibility study of building renovation versus its replacement. The existing
2,300 square feet single activity room structure was proposed to be replaced with a larger, approximately
6,000 square feet structure. The new structure will conform to ADA standards and will have two (2)
activity rooms, restroom facilities, ample storage, kitchen, and office spaces.
On January 15, 2004, the City Council authorized the City Manager to submit an application for the
2001 Urban Park Act Grant Program (CA Department of Parks and Recreation) for the construction of
the new Community Center and related site improvements. The City was granted approval, and the 2001
Urban Park Act Grant Program Contract in the amount of $2,340,000.00 was signed and approved by
the State of California Department of Parks and Recreation in December 2004.
On June 8,2005, the City Council adopted a resolution awarding the Architectural/Engineering Design
Services to Marcy Wong & Donn Logan Architects and the Construction Management Services to RGM
and Associates.
In September 2005, staff advertised for bids to perfonn demolition work ofthe Orange Park recreation
center, the log cabin and the bathroom/storage building. The advertisement was posted at the following
plan rooms:
Stuff Report
Subj ect:
ORANGE PARK RECREA nON CENTER-BUILDINGS DEMOLITION PROJECT:
ENGINEERING FILE NO. 51-13232-0526
Page 2 of2
Peninsula Builders Exchange
Alameda County Builders Exchange
San Francisco Builders Exchange
Four firms submitted bids to perfOlm the buildings demolition work as follows:
Scotts Demolition
Pacific Structural Corp.
Hurricane Hauling & Demolition
TRP (The Re-use People of California)
Engineer's Estimate
$32,000.00
$32,250.00
$59,000.00
$89,427.00
$35,000.00
Shown below was the proposed cost breakdown for the project budget:
Scotts Demolition Bid Amount
Add 10% Contingency
Total Project Budget Cost
$32,000.00
$ 3,200.00
$35,200.00
The actual project construction costs were as follows:
Scotts Demolition Bid Amount
Change Order No. 1
Total Project Cost
$32,000.00
$ 3,400.00
$35,400.00
Change order no. 1 involved the removal of additional shrubs, plants and other landscaping structures,
including the removal ofthe concrete flagpole foundation, and additional concrete flatwork structures.
CONCLUSION:
The proj ect demolished the existing recreation building, the log cabin and the restroom/storage building
and included site grading and capping of existing utilities for the construction ofthe new Orange Park
Recreation Center to comply with the Orange Park Master Plan.
The proj ect was inspected by City staff and completed in accordance with the plans and specifications.
The project has a one-year warranty period, which takes effect upon acceptance by the City Council.
Staff will file a Notice: of Completion and release the payment performance bond and retention funds at
the end of the thirty-day lien period.
. ::r
By: J j/'--U~ A.. A tL_-----~
Marty Van Duyn
Assistant City Manage'
Approved b 0 ,. (-
Y\~age
City Manager
Attachments: Location Map
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Proj ect Location Map
! ~
I.
County Map
,
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03054ProjectLocationMapCC-UP.indd
South San Francisco Community Center
Urban Park Act of2001 GrantApplication
AGENDA ITEM #5
DATE: February 22,2006
TO: Honorable Mayor and City Council!
FROM: Jim Steele, Director of Finance
SUBJECT: RESOLUTION AUTHORIZING THE SALE OF TAX ALLOCATION BONDS
BY THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY
RECOMMENDATION:
It is recommended that the City Council approve the attached resolution authorizing
the issuance of tax allocation bonds by the South San Francisco Redevelopment
Agency.
BACKGROUND/DISCUSSION:
Under California redevelopment law, every bond issue of a redevelopment agency must be
approved by the "legislative body", which is the City Council, sitting not as the governing board
of the Agency, but as the governing body of the City. The bond issuance that the Council is
being asked to approve tonight is being issue:d by the Agency to refinance outstanding
obligations and finance new redevelopment pr~jects.. More background on that transaction is
included in a separate staff report to the Agency Board tonight.
FISCAL IMP ACT:~
The bond sale will result in annual debt service to the Redevelopment Agency of $4.6 million.
The bonds will be obligations solely of the Redevelopment Agency; the City will be under no
obligation to repay the bonds. The Council is simply approving the financing to comply with the
requirements of Redevelopment Law.
Prepared by: (,
Jim Sf Ie
Finane' Director
Approved b-0 ".
~age
City Manager
Attachment: Resolution
JSIBN:ed
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN
FRANCISCO APPROVING THE ISSUANCE OF TAX ALLOCATION
BONDS BY THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH
SAN FRANCISCO TO FINANCE AND REFINANCE REDEVELOPMENT
ACTIVITIES
WHEREAS, the Redevelopment Agency of the City of South San Francisco (the "Agency") is
authorized by Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended
(the "Redevelopment Law"), and particularly Chapter () thereof, to issue and sell tax allocation bonds for
any of its corporate purposes; and
WHEREAS, the Agency has adopted redevelopment plans for the Gateway, EI Camino
Corridor, Downtown/Central and U.S. SteellShearwate:r Project Areas (the "Constituent Project Areas")
under Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Redevelopment
Law"); and
WHEREAS, the Redevelopment Law, ~md particularly Chapter 6 thereof, authorizes
redevelopment agencies to incur indebtedness for any of their corporate purposes; and
WHEREAS, in order to finance various redevelopment projects in the Downtown/Central
Redevelopment Project Area, the Agency issued its $11,590,000 aggregate: principal amount of
Redevelopment Agency of the City of South San Francisco Downtown/Central Redevelopment Project
1997 Tax Allocation Bonds (the "1997 Downtown/Central Bonds"); and
WHEREAS, in order to finance various redevelopment projects in the Gateway Redevelopment
Project Area, the Agency issued its $28,045,000 aggregate principal amount of Redevelopment Agency
of the City of South San Francisco 1999 Tax Allocation Bonds, Series A (Gateway Redevelopment
Project) (the "1999 Gateway Bonds"); and
WHEREAS, the City of South San Francisco Capital Improvements Financing Authority (the
"Authority") issued its 1999 Revenue Bonds, Series A (South San Francisco Redevelopment Projects) in
the aggregate principal amount of $31,720,000 (the "1999 Authority Bonds") pursuant to an Indenture of
Trust (the "1999 Authority Indenture"), dated as of February 1, 1999, between the Authority and The
Bank of New York Trust Company, N.A., as successor to U.S. Bank National Association (the "1999
Trustee"); and
WHEREAS, $28,045,000 of the proceeds of the 1999 Authority Bonds were used to purchase
the 1999 Gateway Bonds, and $3,675,000 of the proceeds of the 1999 Authority Bonds were used to
purchase the Agency's $3,675,000 1999 Tax Allocation Bonds, Series B (Housing Set-Aside Tax
Revenues) (the "1999 Housing Set-Aside Bonds"); and
WHEREAS, attached as Exhibit B to the 1999 Authority Indenture is the amortization schedule
for the 1999 Gateway Bonds and the 1999 Housing Set-Aside Bonds, and the 1999 Authority Bonds
shown as maturing (or subject to mandatory redemption) under the column "Gateway Bonds" in said
Exhibit B are referred to herein as the "Refunded 1999 Authority Bonds"; and
WHEREAS, the Agency has determined to refund and defease the 1997 Downtown/Central
Bonds and the 1999 Gateway Bonds, but not the 1999 Housing Set-Aside Bonds; and
WHEREAS, the refunding and defeasance of the 1999 Gateway Bonds will refund and defease
the Refunded 1999 Authority Bonds; and
WHEREAS, the 1999 Gateway Bonds and the Refunded 1999 Authority Bonds are referred to
herein as the "Prior Gateway Bonds", and the Prior Gateway Bonds and the 1997 Downtown/Central
Bonds are referred to herein as the "Prior Bonds"; and
WHEREAS, effective June 30, 2005, the Agency caused the Constituent Project Areas to be
fiscally merged, as permitted by the Redevelopment Law, such areas, subsequent: to such fiscal merger,
being referred to herein as the "Merged Project Area";
WHEREAS, the Agency wishes to issue and sell tax allocation bonds, aggregating not to exceed
$80,000,000 principal amount (the "Bonds") under the Redevelopment Law, secured by a pledge of tax
increment revenues allocated to the Agency under and JPursuant to the Redevelopment Law, to refund the
Prior Bonds, and to finance redevelopment activities in the City of South San Francisco (the "City"), and
more particularly located in or of benefit to the Merged Redevelopment Project; and
WHEREAS, the Redevelopment Law requires that the City Council approve the issuance of the
Bonds by reason of the pledge of said tax increment revenues as security for the payment of the Bonds;
and
WHEREAS, it is in the public interest, for the public benefit and in furtherance of the public
purpose of the City that the City approve the issuance of the Bonds by the Agency for the aforesaid
purposes.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San
Francisco as follows:
Section 1. The City Council of the City of South San Francisco hereby approves the issuance of
the Bonds by the Agency under the Redevelopment Law for the purpose of refunding the Prior Bonds,
and financing the Agency's redevelopment activities in the Merged Redevelopment Project.
Section 2. This Resolution shall take effect immediately upon its adoption.
* * * * * * * * * *
PASSED AND ADOPTED by the City Council of the City of South San Francisco at a regular
meeting thereof held on the 22nd day of February, 2006.
Mayor
ATTEST:
APPROVED AS TO FORM:
City Clerk
City Attorney
REVIEWED AND APPROVED:
City Manager
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AGENDA ITEM #6
Staff Renort
DATE:
February 22,2006
TO:
Honorable Mayor and City Council
FROM:
Philip D. White, Fire Chief
SUBJECT:
RESOLUTION TO ACCEPT A GRANT IN THE AMOUNT OF $202,815
FROM THE FEDERAL EMERGENCY MANAGEMENT AGENCY TO
PURCHASE FIRE RADIOS, STRUCTURAL FIREFIGHTING CLOTHING
AND BOOTS
RECOMMENDATION
It is recommended that the City Council adopt a re:solution accepting a grant in the amount of
$202,815 from the Federal Emergency Management Agency (FEMA) to purchase fire radios,
structural firefighting clothing and boots.
BACKGROUNDIDISCUSSION
On March 15,2005, the Fire Department was awarded a FEMA Assistance to Firefighters Grant to
purchase mobile radios (vehicle), portable radios (personal), structural firefighting clothing and boots.
The total grant request was for $289,736. This is a matching grant that requires FEMA to pay 70% of
the total cost ($202,815) and the City of South San Francisco to pay 30% ($86,921).
Our current mobile fire radios are no longer produced by their manufacturer Motorola, and spare parts
are difficult or impossible to find. These mobile radios generally have a lifespan often-twelve years.
All of our mobile radios are over twelve years old and many of them are over twenty years old.
The portable radios have the same ten-twelve year lifespan as the mobile radios. The Fire Department
is facing the same problems related to age and replacement parts with these portable radios as we are
with the mobile radios. In addition, this FEMA grant will allow all on-duty fire personnel to have their
own personal radio while on duty. This is not currently possible due the fact that there are not always
enough portable radios available for all on duty personnel.
The structural firefighting clothing protects the firefighters from heat and flame as well as abrasion/cut
hazards that are encountered at the scene of a fire/rescue emergency. The typical service life of this
type of protective clothing is eight years. The majority ofthe structural fire fighting clothing worn by
Staff Report
To: Honorable Mayor and City Council
Re: Resolution Authorizing the City Manger to Approve the Purchase of Fire Radios, Structural
Firefighting Clothing and Boots
Date: February 22,2006
Page: 2 of 2
our firefighters is over eight years old. Obvious signs of heat exposure and loss of integrity are evident
in many items of the safety clothing currently in use. While daily, on-going maintenance and
inspections of this clothing continue to be conducted, the need for replacement for all ofthe clothing is
imperative.
Structural fire fighting boots are also part of the protective clothing worn by firefighters. They protect
firefighter's feet against heat exposure and puncture wounds and keep their feet dry when immersed in
water. The service liDe for this type offirefighting boot is eight years. The majority of the structural
firefighting boots worn by our Fire Department are over eight years old. The structural firefighting
boots are being upgraded to a leather safety boot which will allow better protection against heat
transfer, punctures and will also provide better ankle ,md foot support.
All the safety clothing to be purchased is compliant with NFP A, OSHA, and OIl-OSHA regulations.
FUNDING
In anticipation of being successful in the grant application process, money was allocated in the FY 05-
06 budget to cover the City's 30% share of the cost (FEMA pays 70%).
CONCLUSION
As a result of this purchase, firefighters will be better protected against the hazards encountered at the
scene of fire/rescue emergencies. In addition, through the awarding of this grant, the City will realize a
savings to the general fund of $202,815 which is the cost the City would have had to allocate for
purchasing equipment through the normal purchasing and budgeting process.
Ld~~ ~
Approved:
n
.,;. /
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~iri; M. Nagel
City Manager
By:
Philip D. Whi e
Fire Chief
Attachment: Resolution
RESOLUTION NO.
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION ACCEPTANCING A GRANT IN THE
AMOUNT OF $202,815.00 FROM THE FEDERAL
EMERGENCY MANAGEMENT AGENCY (FEMA) TO
PURCHASE FIRE RADIOS, STRUCTURAL
FIREFIGHTING CLOTHING AND BOOTS
WHEREAS, in March of 2005, the Fire Department was awarded a FEMA Assistance to
Firefighters Grant to purchase mobile radios (vehicular), personal portable radios and structural
firefighting equipment and boots.; and
WHEREAS, the terms of the grant require the City to contribute matching funds in an
amount comprising 30% of the grant total, or $86,921; and
WHEREAS, the equipment will replace obsolete and degraded equipment currently in use;
and
WHEREAS, in anticipation ofthe grant award, funds were allocated in the FY -04-05 budget
to cover the matching cost responsibility, and these funds were rolled over into the FY 05-06 budget
due to late approval from FEMA.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San
Francisco that the City Council hereby accepts the FEMA grant in the amount of $202,815 to
purchase fire radios, structural firefighting equipment and clothing.
*
*
*
*
*
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
City Council of the City of South San Francisco at a meeting held on the
_ day of , 2006 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
ATTEST:
City Clerk
807524-1
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AGENDA ITEM #7
DATE:
February 22, 2006
TO:
FROM:
SUBJECT:
Honorable Mayor and City Council
Doug Hollis, Director of Information Technology
RESOLUTION REQUESTING THE FCC TO DO NOTHING TO
INTERFERE WITH LOCAL GOVERNMENT AUTHORITY OVER
FRANCHISING
RECOMMENDA TION
Staff recommends the City continue to support local control over cable franchising and take
issue with the disapproval of federal control in cable franchising as proposed in the Federal
Communications Commission's Notice of Proposed Rulemaking.
BACKGROUND/DISCUSSION
The City has been advised of a Notice of Proposed Rulemaking (NPRM) pending at the Federal
Communications Commission (FCC) which relates to cable franchising. Staff and the City Attorney
have reviewed the NPRM and correspondence from the National Association of Telecommunications
Officers and Advisors (NA TOA) encouraging cities to provide comments. The NPRM directly
challenges local government authority over cable franchising by requesting public comment on
several tentative conclusions that would, impose federal oversight of local franchising authority.
Due to advances in teclmology, local telephone companies now have the capability to provide cable
television-like services over their existing phone lines. Using these capabilities, telephone
corporations are rolling out products that provide fiber-optic based, integrated data, voice, and video
services. However, each telephone corporation is approaching the roll out of the services differently.
For example, Verizon liS complying with the Cable Act and seeking to obtain cable franchises from
cities before rolling out its new service. On the other hand, SBC/AT&T is maintaining the position
that its new offerings are not subject to cable franchising and are refusing to enter into cable franchise
agreements with Local Franchising Authorities (LFA). Several cities in California have been
approached regarding construction of facilities for these services. In addition, SBC/ AT&T and
Verizon are seeking regulatory relief in Congress to allow them to quickly roll out new video services
without local interference.
The FCC released a NPRM on November 18, 2005 relating to the local franchising process (MB
Docket No. 05-311). The NPRM sets forth several tentative conclusions, and requests public
comment on their content. The basic premise of the NPRM implies that LF As are violating the Cable
Communications Policy Act of 1984 ("Cable Act") by acting as unreasonable barriers to entry. The
Staff Report
Subject: FCC proposed rulemaking
Page 2
NPRM states: ". . . in many areas the current operation of the local franchising process is serving as
an unreasonable barrier to entry."
The purpose of the NPRM is to "determine whether, in awarding franchises, LFAs are carrying out
legitimate policy objectives allowed by the Cable Act or are hindering the federal communications
policy objectives of increased competition in the delivery of video programming and accelerated
broadband deployment and if that is the case, whether and how the FCC can remedy the problem."
The NPRM goes on to make several tentative conclusions, including the following: the FCC may
preempt any LF A law or regulation that causes unreasonable refusal to award a competitive
franchise; the Cable Act empowers the FCC to ensure LFAs do not unreasonably interfere with the
ability of a potential new entrant to provide video programming; and the Cable Act authorizes the
FCC to take actions to ensure that the local franchising process does not undermine the policy goal of
greater cable competition.
In fact, the only concession the NPRM makes to LF As relates to the universal service provision of
the Cable Act. The NPRM tentatively concludes "that it is not unreasonable for a LF A, in awarding a
franchise, to assure that access to cable service is not denied to any group of potential residential
cable subscribers because the income of the residents of the local area in which such group
resides. . .."
In the NPRM, the FCC requests comments on several issues related to franchising authority. The
NA TOA developed a set of recommended comments for local governments to adopt and file with the
FCC. In general, local agencies are encouraged to argue that:
1. Local franchising promotes fair and even handed treatment of local cable operators.
2. Local oversight of cable operation in the public interest is sufficient and there is no need to
duplicate at the federal level.
3. Local franchising allows each community a voice in the cable system implementation and
features to meet local needs.
CONCLUSION
The comments conclude by requesting that the FCC "do nothing to interfere with local government
authority over franchising." The loss of authority to franchise cable and video services will have a
great impact on the City and its ability to manage these services in the best interest of the public.
Staff believes the City should join NATOA and other local franchising authorities in opposing the
FCC's proposed rulemaking and file supporting comments with the FCC.
By:
( c/I;(~
APproverk '- c..f;Z:J
~Nagel
City Manager
Dougl R. Hollis
Director ofInformation Technology
Attachment: Resolution
RESOLUTION NO.
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION EXPRESSING THE CITY'S POSITION THAT
THE FEDERAL COMMUNICA nONS COMMISSION FCC
SHOULD DO NOTHING TO INTERFERE WITH THE CITY'S
AUTHORITY OVER CABLE TELEVISION FRANCHISING.
WHEREAS, local telephone companies, such as SBC/AT&T, which serves the City, desire to
enter the video programming market, and these entities are taking the position-in Congress, in state
legislatures, and at federal, state, and local regulatory agencies-that local franchising of video
programming creates a barrier to their quick roll out of these new technologies.; and
WHEREAS, the Federal Communications Commission, in a recently issued Notice of
Proposed Rule Making, has signaled that it supports the position of the local telephone companies;
and
WHEREAS, the FCC is requesting comments on the NPRM from local governments, and the
City desires to make its position known in the FCC proceeding.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San
Francisco is hereby expressing the City's position that the FCC should do nothing to interfere with
the city's authority over cable television franchising
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:I<
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
City Council of the City of South San Francisco at a regular meeting held on the 22 day of February,
2006 by the following vote:
AYES:
NOES:
ABST AIN:
ABSENT:
ATTEST:
City Clerk