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HomeMy WebLinkAbout1992-11-10; Housing & Redevelopment Commission; 219; Village Redevelopment Project Area Tax BondsSELECTION OF A FINANCING TEAM FOR THE REFUNDING OF ‘l-HE VILLAGE REDEVELOPh4ENT PROJECT AREA TAX ALLOCATION BONDS, SERIES A ,‘,’ : ‘Il r RECOMMENDED ACTION: Adopt Resolution No. d 15 selecting Stone & Youngberg as the Commission’s financial advisor, Jones Hall Hill & White as the Commission’s Bond Counsel, and Keyser Marston Associates Inc. as the Commission’s fiscal consultant for the refunding of the Village Redevelopment Project Area Tax Allocation Bonds, Series A. ITEM EXPLANATION: In order to take advantage of the current low interest rate market and to provide additional funds for projects within the Redevelopment Area, staff recommends investigating the feasibility of refunding the outstanding $11,475,000 of Tax Allocation Bonds. To begin the process, the Commission must select a financing team to gather the appropriate information and compile all the necessary documents. The team recommended by Staff is as follows: Financial Advisor Stone & Youngberg Bond Counsel Jones Hall Hill & White Fiscal Consultants Keyser Marston Associates, Inc. Due to the nature of the bonds, Redevelopment law requires that the bonds be sold in a competitive sale. In a competitive sale the Commission, with the assistance of their financial advisor, offers the bonds ,to the underwriting community. Bids are received and the bonds are awarded to the lowest bidder. This type of sale requires the assistance of a financial advisor to determine the requirements and the structure of the bond refunding, prepare the Official Statement and advise staff in all aspects of the financing. Staff recommends Stone & Youngberg for this position. They were the financial advisors on the original issue and are familiar with the bond issue and the Agency. In addition, they have extensive experience with tax allocation financing. Staff has worked with them in the past and feel they offer a very high level of expertise and service. \ The recommended bond counsel for the refunding is not the same as the counsel used in the original issuance. The Agency has changed their counsel to Kane Balhner and Be&man; however, this firm does not provide services for bond issuances. We did receive two recommendations for bond counsel from Kane Balhner and Berkman. Jones, Hall-Hill & White were one of these firms. This firm was also recommended by Stone & Youngberg and has been approved by the City Attorney. Based on these recommendations, it is believed that Jones Hall Hill & White would be the best qualified bond counsel for this refunding issue. They are the most experienced firm in the State of California in the area of tax allocation financing and have an excellent reputation not only for their quality of work but also for their service. The Fiscal Consultant is needed to evaluate the quantity and quality of the revenue stream available to support the proposed bond issue. Keyser Marston Associates, Inc. (KMA) are currently working with the Redevelopment Agency in updating the Redevelopment Master Plan. They have also worked with the City in the past in developing the Fiscal Impact Analysis of the General Plan. We have been very happy with the services they’ve provided. - Page Two of Agenda Bill No. 6?, 1 9 Due to their past and current involvement with the Commission and the City, it is felt that KMA can provide a better level of understanding of issues involved than any other firm, thus staff is recommending their selection. FISCAL IMPACT: Bond counsel fees are a percentage of the principal amount of the bonds issued plus out-of- pocket costs. The percentage fee is equal to the sum of: (a) 1% of the first $1 million principal amounts of Bonds, plus (b) l/2 of 1% of the next $5 million principal amounts of Bonds, plus (c) l/4 of 1% of the next $5 million principal amounts of bonds, plus (d) l/8 of 1% of the remaining principal amount of Bonds. These fees are entirely contingent upon the successful issuance of the bonds. The fees for the financial advisor and the fiscal consultant are estimated at $37,500 and $19,000, respectively, plus any out of pocket expenses. These fees are based upon the scope of work described within each individual proposal and may change as the requirements of the bond issuance are further defined. If the bonds are not issued, payment would be expected to the extent services were provided by the financial advisor and the fiscal consultant. It is anticipated that all fees will be paid out of the proceeds of the bonds. EXHIBITS: 1. Proposals from Stone & Youngberg, Jones Hall Hill & White, and Keyser Marston Associates Inc. 2. Resolution No. dLEi of the Carlsbad Housing and Redevelopment Commission authorizing the engagement of professional services in connection with proposed issue of tax allocation bond bonds. Proposal to: THE CITY OF CARLSBAD Carlsbad Housing and Redevelopment Commission Regarding: Financial Advisory Services for the STONE & YOUNGBERG October 2,1992 4 , STONE 82, YOUNGBERG MEMBERS: PACIFIC STOCK EXCHANGE -. October 2, 1992 15260 Ventura Boulevard Suite 900 Sherman Oaks, California 91403 Telephone: (818) 906-0315 Facsimile: (818) 789-l 321 Ms. Lisa E. Hildabrand Finance Director City of Carlsbad 1200 Carlsbad Village Drive Car 1 sbad, CA 92008 Dear Ms. Hi ldabrand: On behalf of Stone & Youngberg, we are pleased to present our proposal to provide financial advisory services for the Carlsbad Housing and Redevelopment Conuniss ion (the “Agency”). We are confident that we can provide the expertise and commitment necessary to structure a successful financing program which will provide for the refunding of the Agency’s outstanding 1988 Tax Allocation Bonds and produce an effective mechanism for generating additional proceeds for the Village Redevelopment Project Area. We believe Stone & Youngberg is especially well suited to contribute to the Agency’s financing effort. We are familiar with the Agency and the Project Area through our work as financial advisor for the 1988 Bonds. Furthermore, both the firm and the individuals assigned to this project offer considerable expertise in structuring tax increment based financings. With respect to tax allocation financing, Stone & Youngberg has consistently ranked among the State’s top investment banking firms. To date this year, we have structured 18 tax allocation issues representing over $600 mi 11 ion of bonds. In 1991, we underwrote on a senior managed basis 17 tax al locat ion bond issues total 1 ing over $380 mi 11 ion, representing approximately 36% of all such bonds underwritten in California and over three times the amount of our nearest competitor. Since our last effort for the Agency in 1988, our firm has served as financial advisor or underwritten on a senior managed basis over 60 California tax allocation bond issues worth over $1.8 billion -- more than any other firm. Wbi le we are proposing to serve as your financial advisor, we believe this breadth of investment banking experience is directly relevant to the Agency’s needs. As a senior manager or lead underwriter, Stone & Youngberg assumes prime responsibility for preparing a bond issue for market. We are therefore actively engaged in all facets of the financing, including the preparation of the Official Statement, due diligence, legal document review and rating agency contacts. The case studies included in Section I of this Proposal provide an indication of our work with other redevelopment agencies. SAN FRANCISCO (415) 981-1314. SAN DIEGO (619) 452-0504 City of Carlsbad October 2, 1992 Page 2 c. -. - As a result of our extensive experience in the special ized field of redevelopment finance, our bankers can make an immediate valuable contribution to the Agency’s efforts. Over the years, we have worked with a wide range of redevelopment agencies and project areas. Consequently, we have dealt with the full array of issues encountered in California redevelopment finance. Furthermore, through our active on-going involvement in this market, we ha.ve developed close working relationships with the credit analysts at Moody’s Investors Service, Standard & Poor’s, and al 1 the major bond insurance companies. Inasmuch as this financing represents the Agency’s only opportunity to advance refund the 1988 Bonds, we believe it is essent.ial to develop the strongest financial package possible. It is therefore crucial to assemble the most experienced and capable team of professionals possible to meet the Agency’s objectives. We are prepared to begin work immediately on your program to facilitate the Agency’s objectives. Based on our understanding of the Project Area, we believe that the Agency could obtain a strong rating and possibly bond insurance while providing for considerable f lexibi 1 i ty for future f inancings. As your financial advisor, we will devote the time and energy necessary to thoroughly evaluate the Agency * s financing options and structure and coordinate a financing designed to meet your needs. In our view, the Agency’s financing program represents an exciting and challenging undertaking that can provide significant public benefit. Re appreciate the Agency’s consideration of our credentials and look fo!.s;trd to working with you on your financing program. Please feel free to call the undersigned if you have any questions regarding our proposal. L. William Huck James R. Cervantes Partner Senior Associate (619) 452-0504 (818) 906-0315 Sincerely, . -h -4 - II - TABLE OF CUWENIS I. SrONEaYmm Introduction Tax Allocation Financing Case Studies l Brea Redevelopment Agency l Culver City Redevelopment Agency l Ontario Redevelopment Agency II. FINANCING TEM III. (zmRGEs Fa? SFlzvIcES IV. PROPOSED SIBVICES AND - Initial Organization of the Financing Team Development of a Financing Memorandum Structuring the Financing Post-Sales Services v. CLImr REFmmcES - APPBIDIX A: !tiTUNE & YtMJNfBH?C’S TAX ALUXATION UNDERWRITING ElG’f%IENcIE -, r .., . . _ 8:. STONE & YOUNGBERG - . h 1 F- I. !STONE&YfJUN~~ Introduct iog Since 1931, the Stone & Youngberg partnership has committed its resources to assisting California local governments achieve their economic development and capital financing goals. The firm has structured over $10.1 billion of the local agency debt since 1986 to finance projects throughout Southern and Northern California. Serving as fi.nancial advisor, Stone & Youngberg has structured financings amounting to $41,575,240, $34,544,691, and $159,458,656 in 1991, 1990, and 1989, respectively. To date in 1992, Stone & Youngberg has served as financial advisor on $50,965,000 of California I oca 1 agency financings. Stone & Youngberg is actively engaged in all aspects of the California municipal bond market, including investment banking. underwriting, and trading California municipal bonds. Through our active and on-going involvement in this specialized market, Stone & Youngberg offers our municipal clients a level of banking expertise unmatched by any other firm. With this range of capabi I ities, we also provide a level of sensitivity to the credit markets that other financial advisors may lack. The individuals eagaged in the Agency’s efforts will have ready access t.o Stone & Youngberg’s Trading Desk and will therefore be able to ensure the most marketable structure for the Agency’s financing program. We believe the following points help to characterize and distinguish Stone & Youngberg: l One of a handful of investment banking firms to remain organized as a partnership. The firm is owned and operated by its day-to-day management, all of whom live and work in California. All commitments are made and met local ly. l Stone & Youngberg specializes in California municipal finance, not corpora.te I everaged buyouts , insurance or real est.ate trusts. We are engaged in al 1 aspects of California municipal finance from the State and Federal legislative processes, to the structuring of financings and the sale of municipal bonds to investors. l The firm maintains a local presence. Our senior banker for this financing effort is based in our San Diego office with the other member of our banking team based in Los Angeles. We have served as investment bankers on a wide variety of redevelopment-oriented financings for agencies throughout Southern California. We are also familiar with Carlsbad as an investment banking firm -- both Bill Huck and Jim Cervantes worked with staff on the Agency’s 1988 Bonds and on the 1989 Encina Financing Joint Powers Authority issue. Bill Huck has been engaged in an on-going effort with the City for the Ranch0 Santa Fe Road Assessment District. l The firm is mall enousth to provide the personalized, knowledgeable service of senior bankers to each client. We be1 ieve we have been successful for over 60 years by emphasizing the importance of solid banking relationships -- our goal is to succeed through a better understanding of our clients’ financing objectives, resources and constraints. ..= .- (. /. STONE & YOUNGBERG C r 2 -. l The firm is big enough to be enormously effecti;re. According to Securities Data Co., in each of the last five years the firm led all others in the number of California municipal issues underwritten. In a recent article, the industry’s daily journal, The Bo d Buv called Stone & Youngberg “. . . far and away the dominant Californra-basti’regional firm in public finance.” C C P a Stone & Youngberg’s bankers offer hands-on exuerience in structuring tax increment related financing orxgrms. According to Securities Data Company I Stone & Youngberg has been a consistent leader in the underwriting of California tax allocation bonds: Full Credit to Lead MB Year Do1 lar Number ofIssam 1992 (1st X)* 1 $376.7 9 1991 1 352.9 18 1990 1 183.4 6 1989 2 374.0 9 1988 2 115.0 6 Source: Securities Data Company * Most current industry-wide information available We have structured major tax increment based financing programs for a wide variety of local agencies. In 1988, for example, we acted as the financial advisor for that year’s largest issue, a $92.5 million financing for the Anaheim Redevelopment Agency that is not included in the underwr i t ing figures above. In 1989, we underwrote the largest tax allocation issue that year, a $150 million effort for the Culver City Redevelopment Agency. In 1991, Stone & Youngberg completed a major effort for the Brea Redevelopment Agency encompassing approximately $175 million of tax-exempt and taxable bonds. Tllis year, the firm structured and lead-managed a complex $135 mi 1 lion refunding program for the Anaheim Refunding Agency that featured the first use of an “inverse floater” for a tax allocation financing. The members of the Carlsbad banking team hi;ve been actively engaged in each of these financing projects. The 1 ist ing in Appendix A and the following case studies provide examples sf our experience. Tax Allocation Financing Case Studies The following are case studies of recent tax allocation financings underwritten and structured by Stone & Youngberg. Background l Large (2,200 acres) Project Area l Three outstanding bond issues STONE & YOUNGBERG 3 l Significant moneys required for a major downtown revitalization program l Need for flexibility with respect to housing proceeds and “private use” projects. Stone & Youngberg’s Role l Developed a financing program to maximize bond proceeds through a Senior/Juaior Bond structure. 0 Structured a 32 year term “wrap-around” tax-exempt issue around a short term parity taxable bond to lower the Agency’s aggregate interest costs. l Organized rating presentations and investor meetings in New York, Boston and Chicago. Obtained an MBIA insurance commitment. $152,961 J47.20 Brea Public Financing Authority I991 Tax Allocation Revenue Bonds, Series A (August, 1991) l $6 million present value savings l Senior lien issue, refunded outstanding bonds l “Wrapped Around” parity Series B l Used an MBIA Reserve Surety to maximize proceeds l Use of CABS in debt structure l $22.6 million of new cash proceeds l $31 million escrow of bond proceeds $11,33O,OOO B rea Public Financing Authority 1991 Tax Allocation Revenue Bonds, Series B (August, 1991) l Taxable issue on a parity with Series A, aggregate level debt service in combination with Series A l Short term bond designed to lower interest costs l Proceeds Linked to Series A Loan Fund to ensure that Housing Set-Aside can continue lo be applied to Series A and Series B debt service $12,000,000 Brea Public Financing Authority .I991 Tax Allocation Revenue Bonds, Series C (August, 1991) l Subordinate bonds l Deposited proceeds i.n the Series A Refunding escrows in order to maximize aggregate new bond proceeds Stone & Youngberg Bankers l Jim Cervantes and Bill Huck CUIMB CITY REDJZVEW AGIXY Background l Three Redevelopment Project Areas l Four prior outstanding bond issues l Major Agency/City capital projects pending (including a new $20 million Civic Center) STONE & YOUNGBERG P C -. Stone & Youngberg’s Role l Executed considerable refunding analyses resulting in the elimination of transferred proceeds. l Developed a financing structure to maximize new cash proceeds while providing a low overal 1 cos I of funds. l Organized rating presentations, obtained an AMBAC commitment for Senior Bonds. Stone & Youngberg’s Bankers l Bill Huck and Jim Cervantes ONTARIO W ACfWCY Background l $62 million refunding and new money issue. l Marks-Roos Joint Powers Authority (JPA) encompassing fcur distinct credits: three redevelopment project areas and a general fund secured lease agreement. l Refunding of five outstanding bond issues. l Raised $5.2 million in new capital, including $690,000 in proceeds escrowed for release in the future. l Homogenized varying credit qualities through use of bond insurance. By issuing through JPA was able to secure bond insurance on small project areas. l Defeased all outstanding tax allocation bonds and issued new debt under JPA indenture. Stone & Youngberg’s Role l Developed JPA financing structure. l Review new JPA indenture to ensure future financing flexibility. l On the pricing date simultaneously structured five open market escrows in lieu of SLGS, providing substantial savings to the Agency. l Organized rating agency and bond insurance presentations in New York. l Obtained MBIA commitment for bond insurance and reserve fund surety pol icies. Stone & Youngberg Bankers l Bill Huck STONE & YOUNGBERG c 5 -. II. FTNANCINC TEAlI The following provides brief resumes for Stone & Youngberg’s proposed team. Bill Huck will serve as our lead banker for this assignment with day-to-day support from Jim Cervantes. Jim will provide logistical support and will assume responsibility for the production of the Official Statement, due diligence, quantitative analysis and rating agency/bond insurance contacts. L. William Huck, Partner, Member Executive Committee Stone & Youngberg 4350 La Jolla Village Drive, Suite 840 San Diego, CA 92122 (619) 981-1314 Bill is responsible for coordinating Stone & Youngberg’s public finance activity in Southern California. Si.nce joining the firm in 1981, Bi 11 has assisted more than one hundred different California public agencies on capi ta1 improvement projects with total funding requirements of several billion do1 lars. Bill managed the firm’s efforts on the $150 million Culver City Redevelopment Agency financing and served on Stone & Youngberg’s team for the $175 million Brea Public Financing Authority program. Bill also served as banker in the firm’s lead managed $256 million tax allocation refunding for the San Jose Redevelopment Agency. His clients include the redevelopment agencies of Torrance, Ontario, Coronado and Fairfield. Bill received both a Bachelor’s Degree (Economics) and Masters Degree (Business Administration) from Stanford University. Between terms of study at Stanford, he served seven years as a U.S. Navy pilot. c- James R. Cervantes Stone & Youngberg 15260 Ventura Blvd., Suite 900 Sherman Oaks, CA 91403 (818) 906-0315 Jim Cervantes received his M.B.A. with a concentration in finance and public management from the Stanford Graduate School of Business. After graduating with honors from Harvard University, he was awarded a fellowship in public affairs with the Coro Foundation and participated in the Claremont Graduate School’s Public Policy Analysis program. Prior to his work with Stone & Youngberg, he was active for several years in developing affordable housing with a non-profit housing development corporation in San Francisco’s Mission District. Jim assisted Stone & Youngberg’s structuring of a taxable tax allocation bond issue in 1987 for the Rosemead Redevelopment Agency. He also provided all the quantitative analyses and assisted in structuring tax al locat ion f inancings for the redevelopment agencies of Santa Fe Springs, Commerce, Tustin, Carlsbad, Anaheim, Oxnard, Orange County, and a series of issues for the Riverside Redevelopment Agency. Jim was also responsible for the quant j tat ive analysis, document preparation, and rating agency/bond insurance company liaison for the Culver City Redevelopment Agency’s $150 million financing in 1989, the Brea Redevelopment Agency’s $175 million financing program in 1991, and the Anaheim Redevelopment Agency’s recent $135 million financing. STONE & YOUNGBERG 6 Inasmuch as the actual scope of work relating to the Agency’s financial advisory assignment is preliminary, the following fee schedule represents our “not to exceed” amount. We recommend that fees be negotiated between the Agency and its advisory team wi. th a cap on such fees once the specific scope of the project is determined and the work product is defined. The cost for the preparation of the financing plan as discussed in Section IV would be included in the overall fee relating to the proposed bond issue. Preparation and Execution of a Financing: . $37,500 Out-of-pocket expenses for any out-of-Sta.te travel, computer time, express de1 ivery, official statement production, etc., are reimbursed on an actual cost basis. Any rating agency fees or bond insurance costs would be paid directly by the Agency. State law now requires that bond underwriting firms engaged as a financial advisor for a particular issue of bonds must receive consent from the issuer prior to bidding on such issue. Stone & Youngberg believes it would be in the Agency’s best interest to attract as many bids as possible on any public sale and, therefore, would request the Agency’s consent to submit a bid to purcha.se any securities the Agency elects to sell its Bonds in this manner. C C STONE & YOUNGBERG IV. mmED sEHvICEs AND SmEDuLE As f inane follow Whi le C C the Agency’s financial advisor ) we are prepared to begin a cooperative ing effort with staff and the other members of the financing team. The ing steps out1 ine a schemilt ic of the services for this engagement. this list is not all-inclusive, we feel it provides an indication of the process we envision for this financing effort. Initial Organization of the Financiw Team P - . l Review Agency objectives, opinions and timing, as we1 1 as any policy directions that would affect the range of financing options. l Discuss avai lahle and projected tax revenues and applicable 5ond and t.ax revenue limits. l Review specific structural and cash flow requirements. l Review advantages, risks and legal requirements of various financing alternatives. 0 Review significant potential credit concerns of rating analysts and investors. l Prepare a critical path of the steps involved in the financing program to facilitate coordination and planning among all parties. Develoment of a Financinrr YIemorandum l Prepare a spreadsheet model of the Agency’s projected tax revenues and financing options. Provide a sensitivity analysis for critical variables such as interest rates, costs, timing. l Review advantages and disadvantages of available legal vehicles. Evaluate and make recommendations regarding financing alternatives and options. l Review the Agency’s alternatives with respect to th.e management of the investment of bond proceeds so as to minimize arbitrage/rebate cons iderat ions. l Based on our analysis and staff review, a Financing Memorandum would provide a summary of the Agency’s alternatives with our recommendations and a timetable for the project. l We would be available for any staff or Council workshops or meetings as appropriate. In such sessions we would prepare display graphics to make the information clear to all parties. $&mct rin u l We wi I1 perform the work required to execute a financing, including t.he preparation of the Official Statement. I . v * -. j .? ,, . -‘ .,. ,i - ,) * _-, STONE & YOUNGBERG c C l If requested, we will assist staff in selecting the Trustee and printer. l Stone & Youngberg will work with staff in preparing or coordinating any required informat ion for the Rating Agencies and Bond Insurance companies. We will also orgaaize site visits by these parties or New York rating meetings, if appropriate. 8 t-Sale Services l Stone & Youngberg will coordinate the closing with staff and Bond Counsel beginning with the preparation of a Closing Memorandum summarizing the details of the Closing. 0 We will also assist staff in structuring an investment program for available bond proceeds, if requested. Furthermore, we will also work with staff in establishing a program to manage arbitrage calculations. Our commitment on any given assignment is to work with Agenc_v staff t.o assure that the financing is consistent with the Agency’s policies and compatible with the standards and requirements of the investment community. The scope of our services is intended to be broad enough to accomplish these goals. . , .i., ,.k, ,,“, , . STONE & YOUNGBERG - - ? 9 -_ V . CLlENT REFWWES Coumity Development Agency of the City of Coronado 1825 Slrand Way Coronado, CA 92118 Homer Bludau City Manager Pamela Willis Deputy Executive Director Brea Redevelopment Agency Civic and Cultural Center Circle Number One Civic Center Circle Brea, CA 92621 Susan Georgino Redevelopment Services Director Larry Hurst Financial Services Director Torrauce Redevelopment Agency 3031 Torrance Boulevard Torrance , CA 90503 Mary Giordano-Specht Finance Director Tustin Community Development Agency 300 Centennial Way Tust in, CA 92680 Ronald Nault Finance Director Culver City Redevelopment Agency 9696 Culver Blvd., Suite 308 Culver City, CA 90232 Jody Hal I-Esser Executive Director Ontario Redevelopment Agency Civic Center 303 East “B” Street Ontario, CA 91764 Norman J. Priest Community Economic Development Director Santa Fe Springs Redevelopment Agency 11710 Te legraph Road Santa Fe Springs. CA 90670 Dona Id M. Nuttall D irector of Finance (619) 522-7335 (619) 522-7335 (714) 671-4423 (714) 990-7675 (310) 618-5855 (714) 544-8890 (310) 202-5775 (714) 391-2515 (31Oj 86%0511 STONE & YOUNGBERG . - . ,- -. APPBDIX A C r” SI-ONE h YOUNQV3WS TAX ALLOC’ATIOJN UNMBWRITPNG EXI%iRIma STONE & YOUNGBERG NAME OF ISSUE lndlan Wells RDA Plnok RDA Serbs 1992A Plnok RDA Serbs 19928 (Taxable) Hanford Communlty RDA Orange County Flnanclng Auth (Taxable) Fontana RDA Orange County Financing Agency Contra Costa County PFA Walnut PFA Huntlngton Beach PFA Torrance RDA Mountain View Capital Imp Fln Agency Oakdale PFA Anahelm PFA Falrfkld PFA Escondldo JPA Ontarlo RDA Santa Fe Sprfngs RDA Fontana PFA Rosemead RDA City of San Carbs Westminster RDA Project 1 Brea RDA Series A Brea RDA Series B Taxable Brea RDA Serks C Tustln Comm. RDA Clty of Rlvenlde PFA Clty of Commerce JPFA City of Commerce RDA Ranch0 Mirage JPFA Clty of Rohnert Park Fontana PFA Slml Valley PFA El Cerrlto RDA Fontana PFA Coronado Communlty Dev. Agency Ranch0 Cucamonga RDA Yorba Linda Redevelopment Agency San Jose Redevelopment Agency Culver Clty Redev Fln Auth Ser B Culver Clty Redev Fln Auth Ser A Torrance Redevelopment Agency Oakdale PFA Clty and County of San Francisco LGFA - San Franckco LGFA - Escondkb Orange County Development Agency Covlna RDA Clty of Norco RDA Palmdak CMc Authorlty Clty of Falrfleld PFA Oxnard Redev. Agy. Walnut Improvement Agency Clty of Fontana RDA, Jurupa HUk Clty of Slml Valley Communlty RDA Cfty of Rlverskle RDA City of Rlverslde RDA Clty of Emeryvllk PFA Fontana RDA (North Fontana) Concord RDA (Central Concord) Clty of Needles Redev. Agency Carkbad Redev and Housing Comm. City of Commerce RDA Project 1 Sap-92 Aug-92 Aug-92 Jul-92 Jul-92 Jun-92 May-92 May-92 May-92 May-92 May-92 Apr-92 Apr-92 Mar-92 Jan-92 Jan-92 Jan-92 Jan-92 Cot-91 Sep91 Aug-91 Jul-91 Jul-91 Jul-91 Jul-91 Jul-91 Jun-91 Jun-91 Jun-91 Jun-91 May-91 Mar-91 Nov-90 Nov-90 Jul-90 Mar-90 Feb-90 Nov-89 Ccl-89 OH-89 Cct-89 Sep-89 SW-@ Jut-89 Jul-89 Jul-89 Jun-89 Apr-89 Mar-69 Mar-69 Feb-69 Jan-89 Deo-88 Nov-88 Cct-88 act-68 SW-@ W’4’8 Jun-88 May-88 May-88 Apr-88 Jan-88 TYPE Tax Allocatbn Tax Allocation Tax Allocatbn Tax Allocation Tax Allocation Tax Albcatbn Tax Albcatbn Tax Allocation Tax Albcatbn Tax Allocation Tax Allocation Tax Allocation Tax Allocation Tax Allocatbn Tax Allocation Tax Albcatbn Tax Allocation Tax Albcatbn Tax Allocation Tax Allocation Tax Allocation Tax Allocation Tax Albcatlon Tax Albcatbn Tax Allocation Tax Albcatlon Tax Allocation Tax Albcatbn Tax Allocation Tax Allocation Tax Allocation Tax Allocation Tax Allocation Tax Albcatlon Tax Albcatlon Tax Albcatbn Tax Allocatlon Tax Allocation Tax Allocation Tax Allocatbn Tax Allocatbn Tax Allocatlon Tax Allocation Tax Allocation Tax Allocatlon Tax Allocation Tax Allocation Tax Albcatlon Tax Allocation Tax Allocatbn Tax Allocatbn Tax Allocatbn Tax Allocatlon Tax Allocatlon Tax Allocatlon Tax Allocatbn Tax Allocation Tax Albcatbn Tax Allocatlon Tax Albcatlon Tax Albc. Notes Tax Allocatlon Tax Allocation PAR VALE $14,800,000 11,860,000 7,340,OOo 2,385,OOO 3,185,OOO 37,785,OOO 26,081,666 29315,000 37905,655 32,515,OOO 9,670,OOO 56,477,772 1,395,ooo 134433,053 12,875,OOO 35,966,152 61,191,823 65,000,OOO 12,670,OOO 11,725,240 6,700,OOO 26,475,OOO 152,961,147 11330,000 12,000,000 13,100,000 13,285,OOO 20,770,000 16,069,113 15,620,OOO 13,100,000 45,270,OOO 14,389,891 3,025,OOO 50,000,000 11,550,000 107,788,OOO 39,875,OOO 45600,000 40600,000 109,995,467 32600,000 3,400,ooo 18900,000 22299,217 23,800,OOO 13600,000 4900,000 22600,000 17,600,OOO 50,945,000 10,400,000 25,500,OOO 28,700,OOO 7,185,ooo ll,175,000 4900,000 20,245,OOo 35900,000 91,422,663 1900,000 12900,000 44,840,000 FINANCEQ Refunding; Cons. Whltewater Proj Area Plnole Vkta Redev Project Plnole Vkta Redev Project Hanford Mall Improvements Nelghborhood Dev and Preservation Proj Jurupa Hills Project Area refundlng Nelghborhood Dev 8 Preserv Proj; refunding Four loans; refunding Refunding and new money Four separate loans; refunding Downtown Redev Project, refundlng Refunding of lease and tax albc bonds Housing Increment loan - senior houslng Redevelopment Project Alpha City Center, Highway 12, Cordella loans Refunding City Center Imps, refunding of 5 Issues Consolidated Project Area; refunding Downtown Redev Project; refundlng Street Improvements Downtown beautlflcatlon Refunding, Project Area 1 Redev Project loans; refundlng Redev Project bans; mfundlng Redev Project loans; refundlng Redev Project, Town Center Area Multiple project bans Multiple project loans Multiple project bans Civic Center Refunding North Fontana Redevelopment Project Tapo Canyon and West End Project Areas Property acqukltton for multl-famlly Refunding School facllitks Fire, recreation, Ilbrary, ref Yorba Llnda Redev Proj Area, ref Merged Project Area Refunding; loans to 3 project areas Refunding; loans to 3 project areas Refunding Refundlng, Central Clty project SF housing projects, Infrastructure Refunding Refunding Public works, housing stock Redev. Proj No 1 - various facllltks Redev. Proj No 1 - varlous facllltles Redev. Proj No 4 - various facllltles Refunding, four new bans RefundIngparkIng, land acqukltbn Refunding Refunding West End project - various faclllties Refundlng - Downtown Mlk Square Public parking City hall, street Improvements North Fontana - regional facllltks Central Concord project Varlous facllltles Village Redevelopment project Refunding ROLE OF Sole UW Sole W Sole uw Sole WV Sole W Sole UW Sole UW Lead Mgr Sole UW h&v Sole UW Sole UW sole uw Lead Mgr sole uw Sole UW Sole UW Sole UW Sole UW FA FA Sole UW Sole UW sole uw Sole UW FA Sole UW Sole UW Sole UW Sole UW Sole UW Sole UW FA sole uw Sole UW Sole UW sole uw sole uw FA sole uw Sole UW Sole UW Sole UW FA FA Sole UW FA FA sole uw Lead Mgr Sole UW FA Sole UW Sole UW FA sole uw Sole uw Sole UW FA Co Mgr FA/Sole UW FA Sole UW I TOTAL PAR AMOUNT: $1,897,891,661 NUMBER OF ISSUES: 63 JON CHARLES F. ADAMS STEPHEN R. CASALEC+~IO MICHAEL D. CASTELLI THOMAS A. DOWNEY ANDREW G. HALL, CR. OREO HAREIN0TON KENNETH I. JONES WILLIAM H. MADISON E. WADE NORRIS’ DAVID CT. OSTER BRIAN D. QUINT PA7JL J. THIMWG DAVID A. WALTON SHARON STANTON WHITE HALL HILL& !OFESSIONAL LAW CORPORA ATTORNEYS AT LAW WH .TION (015) 381-5780 FACSIMILE (415) 381-5784 (415) 381-5785 (415) 258-8308 October 2, 1992 ROBERT .S. HILL (1822-1988) * *DWlTTBD TO oeoaer* BASZ ONIX Lisa Hildabrand Finance Director City of Carlsbad Finance Department 1200 Carlsbad Village Drive Carlsbad, California 92008-1989 Re: Pronosed Tax Allocation Bond Issue Dear Lisa: Following up on yesterday’s telephone conversation, it is our pleasure to present this proposal to the Carlsbad Housing and Redevelopment Commission (the “Commission”) to act as bond counsel in connection with a proposed issue of tax allocation bonds (the “Bonds”) to refund the Commission’s outstanding Village Redevelopment Project Area 1988 Tax Allocation Bonds, Series A, and raise additional funds for new projects of the Commission. Our services as bond counsel would include all of the following: (a) Consultation and cooperation with the Commission, the City of Carlsbad and their respective counsel, officers and employees, with the financial advisor, underwriter and other professional firms engaged by the Commission with respect to the issuance of the Bonds and assisting such persons in the formulation of a coordinated financial and legal refunding from the proceeds of the Bonds. (b) Preparation of all legal proceedings deemed necessary or advisable by us for the authorization, issuance and delivery of the Bonds; including preparation of (i) any documentation required for the issuance of the Bonds by the Commission, including an indenture of trust or resolution authorizing the issuance of the Bonds, resolution authorizing and directing the sale of the Bonds, all required notices of sale (including supervising the publication of such notices as required by law), resolution awarding the sale of the Bonds to the purchaser thereof, all documentation required to be executed by the Commission in connection with the delivery of the Bonds to the underwriter, and all agreements providing collateral security for the Bonds, (ii) all necessary California Debt Advisory Commission filings and other reports and documents required to be filed by the Lisa Hildabrand City of Carlsbad October 2, 1992 Page 2 Commission in connection with the issuance of the Bonds, (iii) all certificates, deeds, requisitions, receipts and other documents required in connection with the delivery of the Bonds to the original purchaser thereof, and (iv) all other proceedings of the Commission incidental to or in connection with the issuance, sale and delivery of the Bonds. (c) Advising the Commission as to the need to register the Bonds under applicable federal securities laws or to obtain a permit to issue the Bonds under applicable State of California securities laws, or to obtain no-action letters or similar determinations from the Securities Exchange Commission or California Corporations Commission. (d) Subject to the satisfactory completion of proceedings, providing a legal opinion (i) unqualifiedly approving in all respects the legality of all proceedings of the Commission for the authorization, issuance and delivery of the Bonds and any related agreements to which the Commission are a party, and (ii) stating that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxation. Such opinion shall be addressed to the Commission; provided, however, that such opinion shall inure to the benefit of the owners of the Bonds and we will execute letters to other interested parties entitling such parties to rely upon such opinion. In addition, subject to the satisfactory completion of proceedings, we will provide such additional legal opinions to the Commission, the original purchaser of the Bonds and other interested parties as may be appropriate. (e) Any and all legal consultation requested by the Commission concerning the Bonds and any resolutions, certificates, agreements and other documents relating to the authorization, issuance and delivery of the Bonds at any time following issuance of the Bonds. (f) We will examine any such official statement or other offering document as to the description of the Bonds and related financial agreements and as to matters within our knowledge (without undertaking any independent investigation thereof). (g) We will perform such other and further services as are customarily performed by bond counsel on similar tax-exempt fiiancings. For the services listed above, we would propose being paid a percentage fee equal to the sum of: (a) 1% of the first $1 million principal amount of Bonds, plus (b) l/2 of 1% of the next $5 million principal amount of Bonds, plus (c) l/4 of 1% of the next $5 million principal amount of Bonds, plus (d) l/8 of 1% of the remaining principal amount of Bonds. In addition, we would request reimbursement for all out-of pocket costs and expenses incurred by us in connection with our services for messenger and delivery services, photocopying, legal publication, out-of-state travel, and the cost of preparing transcripts of the proceedings for closing purposes. We do not request reimbursement for travel within California. Payment of said compensation will be entirely contingent upon the successful issuance of the Bonds, and will be payable solely from the proceeds of the Bonds and from no other funds of the Commission or the City of Carlsbad. I will be the responsible attorney assigned to this project, with back-up assistance being provided by Andy Hall. In addition, it is our practice to assign one of the two attorneys in the office who specialize in federal tax law to each project; and as we approach the time set for the sale Lisa Hildabrand City of Carlsbad October 2, 1992 Page 3 of the bonds, we will assign a para-professional from our Closing Department to oversee the administrative responsibilities in connection with closing the bond issue. Although you haven’t asked for it, I am sending along a listing of all tax allocation bond issues for which the firm has acted as bond counsel since 1990, which demonstrates that we are the most experienced firm in the State of California in the area of tax allocation financing. I am currently working on a tax allocation bond for the Morgan Hill Redevelopment Agency, which involves the refunding of two prior bond issues. Since January 1, 1991, I have personally acted as bond counsel on 11 tax allocation bond issues aggregating $430 million in principal amount; the majority of these have been refundings. I have also prepared a rough resolution which approves engaging us, Stone & Youngberg and Keyser Marsten. Please feel free to make any changes to suit your format, or in any other respect for that matter. If I can answer any questions about this proposal, please give me a call. I appreciate the opportunity to make this proposal, and hope we have the chance to be of service to the Commission on the financing. yours, Adams JONES HALL HILLY& WHITE AS BOND COUNSEL Name of Bonds Underwriter La Mirada Redevelopment Agency Stone & Youngberg Industrial/Commercial Redevelopment Project 1991 Housing Tax Allocation Bonds Series A (I/l 5) Princiaal Amount $5,565,000 Lake Elsinore Public Financing Authority 1992 First California Capital Markets Series A Tax Allocation Revenue Bonds Group, Inc. I:/;:) Elsinore Redevelopment Projects) $18,000,000 Ontario Redevelopment Agency 1992 Tax Stone & Youngberg Allocation Bonds (Ontario Redevelopment Project No. 1) (2/6) $44,328,567.75 Ontario Redevelopment Agency 1992 Tax Allocation Bonds (Center City Redevelopment Project) (216) Stone & Youngberg $9,998,426.10 Ontario Redevelopment Agency 1992 Tax Allocation Bonds (Cimarron Redevelopment Project) (2/6) Stone & Youngberg $3,697,539.15 Lake Elsinore Public Financina Authority 1992 First California Capital Markets $4,200,000 Series B Taxable Tax Allocation Revenue Bonds (Lake Elsinore Redevelopment Projects) (2/21) Group, Inc. ’ Santa Fe Springs, Redevelopment Agency of the City of, Consolidated Redevelopment Project Tax Allocation Bonds, 1992 Series A (2/21) La Habra Civic Improvement Authority 1992 Tax Allocation Bonds (2/25) Industry Urban-Development Agency Transportation-Distribution-Industrial Redevelopment Project No. 3 1992 Tax Allocation Refunding Bonds (2/27) Stone & Youngberg Seidler-Fitzgerald Public Finance Smith Barney, Harris Upham & Co. Incorporated Lake Elsinore Public Financing Authority 1992 First California Capital Markets Series C Tax Allocation Revenue Bonds Group, Inc. [h&k; Elsinore Redevelopment Projects) $85,000,000 $5,700,000 $33,615,000 $24,000,000 Summary - Page 1 Lake Elsinore Public Financing Authority 1992 First California Capoital Series C Tax Allocation Revenue Bonds Markets Group, Inc. [:I-?) Elsinore Redevelopment Proejcts) Industry Urban-Developemnt Agency Transportation-Distribution-Industrial Redevelopemtn Preojct No. 2 1992 Tax Allocation Refunding Bonds (3/31) Bank of America NT & S A La Mirada Redevelopment Agency Industrial- Prudential Securities, Inc. Commercial Redevelopment Project Tax Allocation Bonds, 1992 Series A (4/8) La Mirada Redevelopment Agency Industrial- Kemper Securities Inc. Commercial Redevelopment Project Tax Allocation Bonds, 1992 Series B (4/8) Thousand Oaks Redevelopment Agency Newbury Road Redevelopment Projec t1992 Tax Allocation Bonds (4/9) Stone & Youngberg Anaheim Public Financing Authority 1992 Tax Stone & Youngberg and Allocation Revenue Bonds (Redevelopment Merrill Lynch & Co. Project Alpha ) (4/l 4) Azusa, Redevelopment Agency of the City of, Dean Witter Reynolds, Inc. Merged Proiect Area Tax Allocation Bonds, 1992 Sereis A (5/27) Walnut Public Financing Authority 1992 Tax Allocation Revenue Bonds (Walnut lmprovmenet Projet) (619) Marysville Community Development Agency (Marysville Plaza Project) 1992 Tax Allocation Refunding Bonds (6/l 1) Contra Costa, County of, Public Financig Authority 1992 Tax Allocation Revenue Bonds, Series A (Pleasant Hill, North Richmond, West Pittsburg and Oakley Redevelopment Project Areas) (6/l 7) Parlier Redevelopment Agency, Parlier Redevelopment Proejct Tax Allocation Bonds 1992 Series A (8/4) Fairfield, Redevelopment Agency of the City of, 1992 Remarketing of 1985 Series Tax Allocation Bonds (Highway 12 Project Area) (8/6) Stone & Youngberg $37,005,654.65 George K. Baum & Company Stone & Youngberg, Artemis Capital Group, Inc. Sutro & Co., Inc. $24,000,000 $26,525,000 $11,200,000 $7,020,000 $2,450,000 $134,433,052.80 $6,065,000 $1,500,000 $29,315,000 $4,880,000 Summary - Page 2 1991 SUMMARY OF TAX ALLOCATION BOND ISSUES JONES HALL HILL & WHITE AS BOND COUNSEL Name of Ron&i . . rnctpal Amount Santa Barbara, Redevelopment Agency of the Seidler-Fitzgerald Public City of, Central City Redevelopment Project, Finance 1991 Tax Allocation Refunding Bonds (01/l 1) $38,685,000 Rio Vista, Redevelopment Agency of the City Stone & Youngberg of, Project A 1991 Tax Allocation Bonds (05/08) $920,000 Rohnert Park, City of, 1991 Tax Allocation Refunding Bonds (05/30) Stone & Youngberg $13,099,895.20 Pleasant Hill Redevelopment Agency, Pleasant Hill Commons Redevelopment Project, Tax Allocation Refunding Bonds, Series 1991 (06/04) Sutro & Co., Inc. $9,825,000 Lincoln, City of, Redevelopment Agency Sutro & Co., Inc. (Lincoln Redevelopment Project) 1991 Tax Allocation Bonds (07/l 6) $5,000,000 Brea Public Financing Authority 1991 Tax Allocation Revenue Bonds, Series A (Redevelopment Project AB) (08/08) Stone & Youngberg $152,961,147.20 Brea Public Financing Authority 1991 Stone & Youngberg Subordinate Tax Allocation Revenue Bonds, Series C (Redevelopment Project AB) (08/08) $12,000,000 Paramount Redevelopment Agency Chilton & O’Connor, Inc. Redevelopment Project Area No. 1 Subordinate Tax Allocation Bonds, Issue of 1991 (08/l 3) $34,640,000 San Carlos Redevelopment Agency (San Dean Witter Reynolds Inc. Carlos Redevelopment Project) 1991 Tax Allocation Bonds, Series A (09/04) $8,710,000 Brea Public Financing Authority 1991 Taxable Stone & Youngberg Tax Allocation Revenue Bonds, Series B $11,330,000 (Redevelopment Project AB) (09/l 0) Summary - Page 3 City and County of San Francisco Goldman, Sachs & Co. and Redevelopment Financing Authority 1991 Pryor, McClendon, Counts & Series B Taxable Tax Allocation Revenue Co., Inc. Bonds (San Francisco Redevelopment Projects) (1 O/09) Seal Beach, Redevelopment Agency of the Stone & Youngberg City of (Riverfront Redevelopment Project) 1991 Subordinate Lien Tax Allocation Bonds, Series A (11/07) Fontana Public Financing Authority 1991 Tax Stone & Youngberg Allocation Revenue Bonds (Downtown Redevelopment Project) (11 /14) El Cerrito Redevelopment Agency, El Cerrito Altura, Nelson & Co. Redevelopment Project Area Refunding Tax Allocation Bonds, Series 1991 A (12/12) $2,085,000 $4,990,000 $12,670,000 $7,185,000 Summary - Page 4 1990 SUMMARY OF TAX ALLOCATION BOND ISSUES JONES HALL HILL & WHITE AS BOND of Bonds Santa Fe Springs, Redevelopment Agency of the City of, Tax Allocation Bonds, 1990 Series A (2/l) Pomona, Redevelopment Agency of the City of, West Holt Redevelopment Project 1990 Tax Allocation Refunding Bonds (2/15) Antioch Development Agency Antioch Project, 1990 Tax Allocation Refunding Bonds (3/21) West Covina, Redevelopment Agency of the City of, Remarketing of Central Business District Redevelopment Project Tax Allocation Refunding Bonds, 1986 Series A Pm West Covina, Redevelopment Agency of the City of, Remarketing of Eastland Redevelopment Project Tax Allocation Refunding Bonds, 1986 Series B (4/2) Suisun City, Redevelopment Agency of the City of, Suisun City Redevelopment Project 1990 Tax Allocation Bonds (4/l 1) Thousand Oaks Redevelopment Agency 1990 Tax Allocation Refunding Bonds (Thousand Oaks Boulevard Redevelopment Project) (5/24) San Ramon Public Financing Authority 1990 Tax Allocation Revenue Bonds, Series A (5/25) Lake Elsinore, Redevelopment Agency of the City of, Ranch0 Laguna Redevelopment Project Area No. 1 1990 Tax Allocation Refunding Bonds (6/l 4) Lake Elsinore, Redevelopment Agency of the City of, Ranch0 Laguna Redevelopment Project Area No. 1 1990 Tax Allocation Bonds (7/l 2) COUNSEL derwriter Security Pacific Merchant Bank Miller & Schroeder Financial, Inc. Stone & Youngberg Donaldson, Lufkin & Jenrette Securities Corporation Donaldson, Lufkin & Jenrette Securities Corporation Sutro & Co. Inc. Seidler-Fitzgerald Public Finance Altura, Nelson & Co., Inc. First California Capital Markets Group First California Capital Markets Group, Inc. . . rncrpal Amount $ 5,000,000 $ 5,665,OOO $ 2,600,OOO $ 15,775,ooo $ 3,975,ooo $ 26,415,OOO $ 40,000,000 $ 8,545,OOO $ 5,500,000 $5,500,000 Summary - Page 5 Napa Community Redevelopment Agency of Sutro & Co. the City of Napa Parkway Plaza Redevelopment Project Tax Allocation Bonds, Issue of 1990 (7/12) Mendota Redevelopment Agency (Redevelopment Project Area No. 1) Tax Allocation Revenue Bonds, Series 1990 (7/l 7) Central San Joaquin Financing Authority Clovis Community Development Agency Clovis Community Development Project 1990 Tax Allocation Bonds (7/31) Prudential-Bathe Capital Funding Vallejo Public Financing Authority Revenue (Tax Allocation) Bonds, 1990 Series A (8/30) Smith Barney, Harris Upham & Co. Vallejo Public Financing Authority Revenue Chilton & O’Connor, Inc. (Tax Allocation) Notes, 1990 Series B (9/6) El Cerrito Redevelopment Agency El Cerrito Stone & Youngberg Redevelopment Project Area Tax Allocation Bonds, Series 1990A (11/13) Glendale Redevelopment Agency (Central Glendale Redevelopment Project) 1990 Tax Allocation Bonds (1 l/14) Bear, Stearns & Co. Inc. $65,785,000 Pomona, Redvelopment Agency of the City of, Miller & Schroeder Financial, Mountain Meadows Redevelopment Project Inc. 1990 Tax Allocation Refunding Bonds (1 l/28) San Francisco, City and County of, Goldman Sachs & Co. Redevelopment Financing Authority 1990 Tax Allocation Revenue Bonds (San Francisco Redevelopment Projects) (12/6) Downey, Community Development Commission of the City of, Downey Redevelopment Project 1990 Tax Allocation Bonds (12/l 8) Smith Barney, Harris Upham & Co., Inc. San Pablo, Redevelopment Agency of the Clty Sutro & Co., Inc. of, Merged Project Area 1990 Tax Allocation Refunding Bonds (12/20) $4,015,000 $2,500,000 $8,000,000 $5,235,000 $5,105,000 $3,025,000 $3,930,000 $22,995,819.10 $5,000,000 $10,545,000 Summary - Page 6 ,- . KeyserMarstonAssociatesInc. Heinz A. Schilling LOS ANGELES 213/622-8095 Richard L. Botti Calvin E. Hollis, II Kathleen H. Head 7690 El Camino Real, Suite 202 Carlsbad, California 92009 619/942-0380 Fax 619/942-3012 SAN FRANCISCO 415/398-3050 Timothy C. Kelly A. Jerry Keyser Kate Earle Funk Robert J. Wetmore Michael Conlon Denise E. Conley September 30, 1992 Ms. Debbie Fountain Senior Management Analyst . Housing & Redevelopment Commission City of Carlsbad 2965 Roosevelt Street Carlsbad, California 92008 Re: Proposal for Fiscal Consultant Services Dear Ms. Fountain: Keyser Marston Associates (KMA) is pleased to present this proposal to provide fiscal consulting services for the Housing & Redevelopment Commission of the City of Carlsbad. As we understand it at this time, the Commission desires to refund a mid- 1980’s tax allocation bond issue with a new issue to take advantage of today’s favorable financing market. A Fiscal Consultant’s Report is needed to evaluate the quantity and quality of the revenue stream available to support the proposed bond issue. In our firm’s 20 year history we have provided development and financial advise to a broad selection of redevelopment agencies throughout the West. We bring a combined expertise in fiscal consultation and an understanding of the development environment which makes KMA uniquely qualified to assist you in this effort. This proposal provides a comprehensive scope of services based on our current under- standing of your needs. This scope is intended to provide the full range of services required for the fiscal consultant’s report to be contained in the Official Statement (OS) for the new bond issue. It is not our practice to charge an additional fee for materials used in an OS. We remain open to revising this scope if it does not fully meet your needs. RealEstatePredevelopment&EvaluationServices . Ms. Debbie Fountain September 30, 1992 Proposal for Fiscal Consultant Services Page 2 For this assignment, we have committed a team of experienced senior level personnel. Cal Hollis will act as Principal in Charge of this assignment. Mr. Hollis has provided fiscal consulting and real estate consulting services for California redevelopment agencies since 1973. A recognized authority in tax allocation procedures, redevelopment fiscal management, and project implementation, Mr. Hollis will be responsible for the overall assignment. A senior principal and co-manager of the firm’s Los Angeles office, Mr. Hollis has been with KMA since 1982. Mr. Hollis was a former founding principal of Katz Hollis Coren & Associates. Until January 1, 1991, Mr. Hollis continued to direct services provided by that firm as well as the services provided by KMA. While with Katz Hollis, he was responsible for fiscal consultant services in support of tax increment financing exceeding $1 billion for agencies throughout California, as well as the initial tax increment financing in the states of Utah and Montana. Under his direction, KMA has recently been selected to provide fiscal consultation for the Long Beach Redevelopment Agency. Heinz A. Schilling will serve as consulting principal. Mr. Schilling has advised clients on real estate and economic development assignments since 1962. A Senior Principal and Manager of the Carlsbad office, Mr. Schilling has worked for numerous Cities and Redevelopment Agencies in San Diego County over the past 15 years. He will provide up-to-date knowledge of market area conditions for this assignment. Mr. Greg Soo-Hoo, an associate of KMA, will assist in this assignment. Mr. Soo-Hoo has over thirteen years of experience in redevelopment and public finance. Prior to joining KMA, Mr. Soo-Hoo was a senior associate at Katz Hollis Coren & Associates, Inc., providing financial and fiscal consulting services to various redevelopment agencies throughout California. Mr. Soo-Hoo has participated as fiscal consultant in over 30 bond issuances totalling nearly $750 million, including the Carlsbad issue which may now be refunded. KMA proposes that the Fiscal Consultant Report be prepared in four tasks, as detailed in the enclosed proposal: (1) Review of Project Area assessed values; (2) Review of the County tax allocation procedures and legislative impacts; (3) Review of existing Commission obligations and Plan limits, including housing and set aside obligations; and Ms. Debbie Fountain September 30, 1992 Proposal for Fiscal Consultant Services Page 3 (4) Projection of taxable values and tax increment revenues. In addition, we are open to discussing any possible need for additional services. For instance, the development activity included in a tax increment projection appropriate for an OS should be limited to highly probable events, as demonstrated by building permit activity or other concrete indicators. However KMA is well aware of the current state of disarray of real estate markets in the San Diego area and throughout the nation, and the resultant difficulty of projecting development activity. It may be useful to the Commis- sion to have alternative increment projections which allow “what if’ testing, which would then be a separate document from the OS. The fiscal consultant services described in the attached proposal will be provided for a fee of $19,000 plus such directly related job expenses as having to meet with rating agencies. We are confident that KMA has the experience and knowledge to provide the analysis that meets the needs of the Commission, insurers, and the rating agencies. We look forward to meeting with you to understanding your needs more fully, and are open to discussing revisions to our approach. If you have any questions, please do not hesitate to call Heinz Schilling at (619) 942-0380. Sincerely, KEYSER MARSTON ASSOCIATES INC. Heinz A Schilling iz_&JJ@&j _ ‘F Calvin E. Hollis enclosures carlskma.pro PROPOSAL FOR FISCAL CONSULTING SERVICES FOR THE HOUSING AND REDEVELOPMENT COMMISSION OF THE CITY OF CARLSBAD PREPARED BY KEYSER MARSTON ASSOCIATES INC. SEPTEMBER 30, 1992 KeyserMarstonAssociatesInc. PROPOSAL FOR FISCAL CONSULTING SERVICES HOUSING AND REDEVELOPMENT COMMISSION CITY OF CARLSBAD TABLE OF CONTENTS I. INTRODUCTION A. Outline of the Proposed Scope of Services B. Overview of KMA II. QUALIFICATIONS A. B. Expertise in Real Estate and County Fiscal Systems Financial Planning and Tax Increment Analysis San Leandro Redevelopment Agency Glendale Redevelopment Agency C. Fiscal Consultant Reports Long Beach Redevelopment Agency Santa Clara Redevelopment Agency Santa Monica Redevelopment Agency Brea Redeveopment Agency Pomona Redeveloment Agency D. References 6 III. SCOPE OF SERVICES A. Review of Project Area Assessed Values 8 Identification of historic Assessed Values Verification of 1992-93 Project Values Identification of Ten Largest Taxpayers Review of Assessment Appeals B. Review of the County Tax Overview of County Tax Allocation Procedures Estimate of Deliquency Factors Analysis of Legislation C. Review of Existing Agency Obligations and Limits 1 2 3 3 4 4 8 9 9 9 9 Review of Housing Set Aside Requirements 9 Analysis of Commission Obligations 9 Review of Redevelopment Plan Limits 10 D. Projection of Taxable Values and Tax Increment Revenues Projection of New Development Projection of Tax Increment Revenues IV. PROPOSED FEE 10 10 10 11 APPENDIX A PROPOSAL FOR FISCAL CONSULTING SERVICES CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION SEPTEMBER 30, 1992 I. INTRODUCTION This proposal outlines the scope of fiscal consulting services by Keyser Marston Associ- ates Inc. (KMA) for the anticipated refunding of tax allocation bonds for the Village Area Redevelopment Project. Our understanding of the Commission’s needs and an overview of ISMA’s experience is discussed below. Brochures discussing our firm are attached. A. OUTLINE OF THE PROPOSED SCOPE OF SERVICES The Commission is seeking a fiscal consultant to conduct historic and current year property tax and tax increment revenue research pertaining to the subject Rede- velopment Project Area. The role of the Fiscal Consultant will include verifica- tion of Project Area taxable values, analysis of tax sharing agreements (including, if applicable, agreements with taxing entities, owner participation agreements and disposition and development agreements), estimation of new development value, tax receipts and delinquencies analysis and an analysis of existing and pending legislation. A ten-year projection of future tax increment revenues for the Project Area will be created as a result of these analyses. The findings of this research and the basis of the revenue projection will be incorporated into a Fiscal Consul- tant Report. The proposed Scope of Services to be provided by KMA is outlined below. A task by task explanation of the proposed Scope of Services is discussed in Section III. 1. Review of Proiect Area Assessed Values ii: C. C. Identification of Historic Assessed Values Verification of 1992-1993 Project Area Taxable Values Identification of the Ten Largest Taxpayers Review of Assessment Appeals 2. Review of the Countv Tax Allocation Procedures and Legislative Impacts ;: C. Overview of County Tax Allocation Procedures Estimate of Delinquency Factors Analysis of Legislation 1 3. Review of Existing Commission Obliaations and Limits E: C. Review of Housing Set Aside Requirements Analysis of Commission Obligations Review of Redevelopment Plan Limits 4. Proiection of Taxable Values and Tax Increment Revenues Projection of New Developments Projection of Tax Increment Revenues B. OVERVIEW OF KMA KMA provides consulting services in the areas of predevelopment, real estate, fiscal impact, affordable housing and financial analysis. KMA presently has 23 professional staff located at offices in San Francisco, Los Angeles, and Carlsbad. The financial services of KMA encompass a comprehensive array of redevelop- ment financial analyses necessary for the completion of a Fiscal Consultant Report, including: 0 property tax research and verification 0 real estate market analysis 0 tax revenue projections and cash flow analysis 0 low/moderate income housing fund research and analysis Our experience in property tax analysis, together with our experience in real estate economics and familiarity with San Diego County assessment and revenue allocation procedures allows KMA to produce a thorough and comprehensive property tax revenue analysis and tax increment revenue projection. 2 II OUALIFICATIONS_ The Agency is seeking a fiscal consultant with experience in the projection of redevelop- ment project assessed valuations, tax increment revenue analysis and familiarity with tax allocation refunding bonds. The following sections describe KMA’s technical and experiential qualifications in the areas of financial planning, tax increment analysis, and Fiscal Consultant Reports. A. EXPERTISE IN REAL ESTATE AND COUNTY FISCAL SYSTEMS Since 1973, KMA has been known for providing predevelopment and real estate consulting and financial services assistance to the cities and redevelopment agencies throughout California. The current slowdown in the real estate market has potentially far reaching fiscal and development activity effects on local jurisdictions. Tax revenue flow to cities and redevelopment agencies has been impacted by numerous factors, including severely limited capital availability for new development projects, and an increasing number of assessment appeals, particularly on commercial and hotel developments. KMA is also familiar with San Diego County systems for the assessment of real property valuations, the procedures for aggregating redevelopment project taxable values, and the allocation procedures for the distribution of tax increment reve- nues to redevelopment agencies. Given KMA’s combined knowledge and expertise in these two areas, we can provide tax increment revenue projections which are both specific to local real estate market conditions and reflective of the current assessment policies and practices of the County. The resulting tax increment projection is then appropri- ate for use in project cash flow and tax allocation bond analyses. B. FINANCIAL PLANNING AND TAX INCREMENT ANALYSIS KMA has served as financial consultant to various cities and redevelopment agencies for the review and the preparation of long range fiscal forecasting. KMA has developed a financial analysis model capable of creating alternative cash flow iterations reflecting the impact of alternative development or financing scenarios. The model is also capable of segregating sources and uses of special funds includ- ing bond proceeds funds and housing set aside funds. KMA has also assisted redevelopment agencies in analysis of housing set aside fund activities, including preparation of an affordable housing strategy and identification of “excess” housing set aside funds. S Leandro Redevelopment Agency P%ect Cash flow and Financing: Stratew KMA served as financial consultant to the San Leandro Redevelopment Agency to provide a long range cash flow analysis and to recommend a strategy for the management of Agency resources to meet current and future Agency obligations. In the process of this analysis, recommenda- tions were also made pertaining to compliance with current Housing Set Aside requirements and the analysis of certain tax sharing agreements. Glendale Redevelopment Agency Proiect Cash Flow KMA prepared a long range financial analysis for the Glendale Redevelop- ment Agency which included a revenue projection and review of the Agency’s expenditure program. The direct involvement of Agency staff with KMA resulted in a comprehensive cash flow analysis which identified sources of discretionary revenues to finance additional programs desired by the Agency. C. FISCAL CONSULTANT REPORTS As a Fiscal Consultant, KMA has worked with redevelopment agencies in the preparation and presentation of Fiscal Consultant Reports. In this role, KMA was responsible for completion of taxable value verifications, delinquency analyses, tax sharing and housing set aside obligations and the projection of tax increment revenues. KMA is also experienced with assisting Commission staff in structuring of the financing to ensure that the proposed financing is consistent with the timing of the Commission’s receipt of revenues under the Community Redevelopment Law. Upon Carlsbad’s direction, additional services can also be provided by KMA, which may include attendance at due diligence meetings, review and comment on bond offering documents or presentations to rating agencies, bond insurance companies and bond purchasers. Lone Beach Redevelonment Agencv Prooosed Refunding Tax Allocation Bonds Series 1992 Downtown Redeveloument Project KMA is Fiscal Consultant to the Long Beach Redevelopment Agency in the Agency’s proposed issuance of Refunding Tax Allocation Bonds, Series 1992. The Fiscal Consultant Report includes KMA’s findings of historic valuation trends, taxable value verification, tax delinquencies, major tax 4 payers, assessment appeals and ten year tax increment revenue projection. Due to a significant concentration of major tax payers in the Project Area, KMA provided additional research on each tax payer, including appeals outstanding, unpaid taxes, office vacancy rates and bankruptcy filings. Lone Beach Redevelonment Arrene Prouosed Tax Allocation Bonds West Long Beach Industrial Redevelonment Project KMA is Fiscal Consultant to the Long Beach Redevelopment Agency in the Agency’s proposed issuance of Tax Allocation Bonds. In addition to the research generally undertaken in a Fiscal Consultant Report, a major component of this research involved a review of the possessory interest taxable value impacts generated from the historic and future acquisition and leasing activities of the Port of Long Beach. The Port’s previous activities in the Project Area had the concurrent effect of increasing Project Area values on the Possessory Interest tax roll and eliminating taxable values on the Real Property tax roll as properties were being acquired by the Port. The tax increment projection incorporated these concurrent impacts using information provided by the Port. Santa Clara Redevelonment Arzencl( 1992 Tax Allocation Refunding Bonds Bavshore North Redevelonment Proiect KMA served as Fiscal Consultant to the Santa Clara Redevelopment Agency in the Agency’s issuance of 1992 Tax allocation Refunding Bonds. A Fiscal Consultant Report was prepared containing a historic review of taxable values, taxable value verification, assessment appeals analysis and tax increment projection. Due to a significant concentration of major tax payers in the Project Area, KMA provided additional research on each tax payer, including recent ownership transfers, appeals outstanding, unpaid taxes and bankruptcy filings. Santa Monica Redevelonment Agency Pronosed Tax Allocation Refunding Bonds Ocean Park Redevelonment Proiects 1A and 1B KMA is Fiscal Consultant to the Santa Monica Redevelopment Agency in the Agency’s proposed issuance of Refunding Tax Allocation Bonds. The research involved in the preparation of the Fiscal Consultant Report will include KMA’s findings of historic valuation trends, taxable value verifica- tion, tax delinquencies, major tax payers, assessment appeals and ten-year tax increment revenue projection. Additional research will involve a 5 D. historic and anticipated residential resale trend for the respective Project Areas due to the exclusively residential nature of each Project. Brea Redevelonment Anencv 1992 Tax allocation Bonds Series A and B KMA served as Fiscal Consultant to the Brea Redevelopment Agency in the Agency’s issuance of $164,000,000 1992 Tax Allocation Revenue Bonds, Series A and B. The report included KMA’s findings of historic valuation trends, tax delinquencies, major tax payers, assessment appeals and ten- year tax increment revenue and tax sharing projections. KMA also served as Independent Redevelopment Consultant to determine the amount of escrowed bond proceeds to be released in the current 1992-92 fiscal year. KMA was responsible for presentations to rating agencies, insurers, and potential bond purchasers. Pomona Redevelonment Agencv 1991 Revenue Bonds Series K KMA assisted the Pomona Redevelopment Agency as a Fiscal Consultant in the issuance of $51,500,000 1991 Revenue Bonds, Series K. One com- ponent of this research involved a review of the conditions affecting the market value of single family residences in the Project Area. To the extent residential value was impacted and would have an adverse affect on project area values, the resulting tax increment revenue projections would also reflect such conditions. REFERENCES Ms. June Catalan0 Development Services Director San Leandro Redevelopment Agency Project Cash Flow and Financing Strategy Ms. Jeanne Armstrong Director of Redevelopment Glendale Redevelopment Agency Project Cash Flow Ms. Susan Georgino Redevelopment Services Director Brea Redevelopment Agency Fiscal Consultant Report 5 10-577-3374 8 18-548-2005 714-671-4421 6 : Ms. Julio Fuentes City Administrator Pomona Redevelopment Agency Fiscal Consultant Report 714-620-2194 III. SCOPE OF SERVICES A. REVIEW OF PROJECT AREA ASSESSED VALUES The review of the Project Area assessed values includes the proposed tasks discussed below. the completion of the tasks assumes the availability of records provided by San Diego County. The following tasks are included in this review. Identification of Historic Assessed Values A review of historic assessed values of the Project Area will include the locally assessed reported taxable values from fiscal year 1987-88 to 1992-93. The result of this analysis will be a determination of valuation patterns experienced in the Project Area. Verification of 1992-93 Proiect Area Values A parcel by parcel review and verification of the 1992-93 locally assessed secured taxable values will be conducted for the Project Area. The aggre- gated taxable values will then be compared against the County reported valuations to determine any discrepancies. Property assessments which have been incorrectly encoded inside or outside of the Project Area will then be identified for the Commission’s use in notifying the County Asses- sor. Identification of the Ten Largest Taxuavers The ten largest secured property taxpayers in the Project Area will be identified based upon the 1992-93 local secured tax roll. The listing will include assessee name, aggregate taxable value and property use, if avail- able. Review of Assessment Appeals A listing of properties which have an outstanding assessment appeal in the Project Area will be prepared and its impact identified, to the extent appeals records are available from the County Assessment Appeals Board. B. REVIEW OF THE COUNTY TAX A review of the County tax allocation systems and an overview of legislation affecting tax increment revenues will be presented in the Fiscal Consultant Report. The following tasks are included in this review. 8 Overview of Counts Tax allocation Procedures An analysis of tax allocation procedures employed by the County Auditor- Controller for redevelopment agencies will be conducted based upon discussions with County staff. Estimate of Delinauencv Factors An estimate of historic Project Area delinquency factors will be prepared for 5 fiscal years based upon an analysis of actual tax receipts to computed levy. Historic tax receipt data will be provided by the Commission for use in this analysis. To the extent the County continues to allocate taxes on a gross levy basis, this analysis may prove unnecessary. Analvsis of Legislation Legislation affecting property assessments or the allocation and disburse- ment of tax increment revenues to redevelopment agencies will be pre- pared and included in the Fiscal Consultant Report, when every applicable to the Project Area. C. REVIEW OF EXISTING AGENCY OBLIGATIONS AND LIMITS KMA will review the Redevelopment Plan of the Project Area and analyze Commission obligations which could have a senior lien on the proposed bond issue, including existing indebtedness, housing set aside requirements, tax sharing agreements and development agreements. The following tasks are included in this review. Review of Housing Set Aside Reauirements The Housing Set Aside requirements of the Commission will be reviewed and its impact included in the tax increment revenue projection. Analvsis of Commission Obligations To the extent required, an analysis will be prepared to identify Commission obligations which are not subordinated to the proposed bond issue. This includes obligations such as tax sharing agreements, development agree- ments or other loans and indebtedness incurred by the Project Area. Review of Redevelonment Plan Limits A review of the Redevelopment Plan of the Project Area will be used to identify tax increment and bonded indebtedness limits and other limitations of the Project Area. D. PROJECTION OF TAXABLE VALUES AND TAX INCREMENT REVENUES A ten-year projection of tax increment revenues anticipated for the project Area will be prepared. The following tasks are included in this projection. Projection of New Development New development activities anticipated for the Project Area and identifica- tion by Commission staff will be reviewed for inclusion in the projection of tax increment revenues. Discussions with project developers and compar- ison with real estate comparables will be included. Proiection of Tax Increment Revenues A projection of Project Area tax increment revenues will be provided which incorporates the projection of new developments, the 1992-93 assessed valuation of the Project Area, trended valuation assumptions and valuation decreases resulting from the acquisition of property by public agencies. Identified Commission obligations, if any, which are not subordi- nated to the proposed bond issue could also be incorporated in the projec- tion. 10 IV. PROPOSED FEE The total fee for the proposed Scope of Services is $19,000 plus directly related job expenses.* The proposed fee includes up to 16 hours of KMA meeting time with Commission staff and consultants. Additional services, if authorized, will be billed on an hourly rate and expense basis, and include: 1. Attendance at additional meetings with commission or city staff in excess of 16 hours; 2. Participation in due diligence review and comment on bond offering documents; 3. Assistance in rating agency or insurance company presentations; 4. Analysis of Project cash flow; and 5. Other services requested by the Commission which are not included in the proposed Scope of Services. KMA hourly rates are as follows: Senior Principal Principal Senior Associate Associate Senior Analyst Analyst Technical Staff Administrative Staff $145.00 per hour $140.00 per hour $120.00 per hour $105.00 per hour $ 90.00 per hour $ 80.00 per hour $ 50.00 per hour $ 45.00 per hour * Directly related job expenses not included in the proposed fee or hourly rates include: auto mileage, air fares, hotel or motel expenses, meals, car rentals, taxies, telephone calls, delivery charges, electronic data processing, graphics or printing. Directly related job expenses will be billed at 110% of cost. 11 APPENDIX A REDEVELOPMENT BOND ISSUES FISCAL CONSULTANT SERVICES KMA STAFF EXPERIENCE Redeveloument Agency & Issuance Princioal Amount Alhambra Redevelopment Agency Industrial RP TA Bond Refunding $20,000,000 Anaheim Redevelopment Agency Project Alpha TA Series B Project Alpha Series C Project Alpha Refunding Series D 1 o,ooo,ooo 20,000,000 64,000,OOO Avalon Community Improvement Agency Community Improvement Tax Allocation Bonds Series 1991A 11,500,000 Bakersfield Redevelopment Agency Downtown Tax Allocation Bonds 1983 6,130,OOO Billings, Montana Tax Increment Urban Renewal Bonds Series 1979 2,050,OOO Brea Redevelopment Agency Project AB 1991 TA Bonds Series A and B 164,000,OOO Campbell Redevelopment Agency Civic Center Certificates of Participation Series 1991 30,245,OOO City of Carlsbad Village Area RP, TA Bond Series A 12,000,000 Commerce Redevelopment Agency Redevelopment Project #l, Series 1988A 4 1,850,OOO Concord Redevelopment Agency Central Concord Project TA Series B 11,850,OOO Costa Mesa Redevelopment Agency Downtown Project TA Series 1984 4,7 15,000 APPENDIX A REDEVELOPMENT BOND ISSUES FISCAL CONSULTANT SERVICES KMA STAFF EXPERIENCE (CONT’D.) Culver City Redevelopment Agency Slauson-Sepulveda # 1, Refunding Series 1981 Washington-Culver #3 TA Bonds 1982 Slauson-Sepulveda #l, Refunding Series 1983 Project #1 Refunding 1985 Project #2 Refunding 1985 Project #3 Parity 1985 Fairfield Redevelopment, Agency Highway 12 TA Series 1984 City Center, TA Series 1984 Fontana Redevelopment Agency North Fontana, TA Bond Refunding Glendale Redevelopment Agency Capital Improvement Notes 1981 Series A Lakewood Redevelopment Agency Town Center Series 1987 Long Beach Redevelopment Agency Downtown, Refunding TA Bonds 1992 West Long Beach Industrial, TA Bonds 1992 Los Angeles Redevelopment Agency N. Hollywood, TA Series b 1985 Lynwood Redevelopment Agency Project Area “A”, TA Bond Series 1986 Montclair Redevelopment Agency Project Area III, TA Refunding Monrovia Redevelopment Agency Central Project TA Jr. Lien Bonds $ 14,955,ooo 15,000,000 15,725,OOO 34,7 15,000 14,800,OOO 16,655,OOO 3,875,OOO 2,300,OOO 50,000,000 6,220,OOO 8,650,OOO Pending Pending 16,500,OOO 3,750,ooo 10,3 10,000 $ 9,170,000 2 APPENDIX A REDEVELOPMENT BOND ISSUES FISCAL CONSULTANT SERVICES KMA STAFF EXPERIENCE (CONTD,) Oakland Redevelopment Agency Central District Project Series A Central District Project Series B Central District TA Bond Refunding Odgen (Utah) Neighborhood Development Agency Central Business Mall Orange Redevelopment Agency Tustin Street TA Bond Southwest TA Bond Oxnard Redevelopment Agency Central City Project TA Refunding 1985 Pomona Redevelopment Agency Southwest Industrial 1991 Revenue Bonds Series K Port Hueneme Redevelopment Agency Central Comm. RP Refunding, 1986 Series A Provo City (Utah) Redevelopment Agency CBD Neighborhood TA Bond Series 1981 Redlands Redevelopment Agency Subordinated TA Bonds Multiple Uses City of Richmond Harbour Project, TA and Refunding Riverside Redevelopment Agency Airport Industrial Series B Downtown Mile Square Series A Downtown Mile Square Subordinated TA Series 1985 33,000,000 50,000,000 9 1,555,ooo 8,795,OOO 4,000,000 16,500,OOO 8,400,OOO 5 1,500,000 15,285,OOO 1,230,OOO 9,385,OOO 11,530,000 $ 1,100,000 5,100,000 4,000,000 3 APPENDIX A REDEVELOPMENT BOND ISSUES FISCAL CONSULTANT SERVICES KMA STAFF EXPERIENCE (CONT’D,) Salinas Redevelopment Agency Central City Refunding, Series A 1983 San Bernardino Redevelopment Agency Central City Project, TA Refunding Southeast Industrial Park TA Series 1985 Golf Course Certificates of Participation Refunding San Diego Redevelopment Agency Marina RP, TA Bond Refunding, 1987 Columbia RP, Refunding, 1987 San Jose Redevelopment Agency Merged Area Redevelopment 1984 Series A Merged Area Project Series A San Mateo Redevelopment Agency Shoreline RP (Bridge & Water Pumping Station Facilities) Santa Ana Redevelopment Agency South Main TA Bond South Main TA Bond Refunding Santa Barbara Redevelopment Agency Central City, TA Series B 1985 Santa Clara Redevelopment Agency Bayshore North, 1992 TA Refunding Bonds Santa Monica Redevelopment Agency Ocean Park 1A 1992 TA Refunding Bonds Ocean Park lB, 1992 TA Refunding Bonds Torrance Redevelopment Agency Downtown Project, TA Series 1985 7,250,OOO 21,000,000 2,000,000 3,800,OOO 19,500,000 19,600,OOO 50,000,000 90,000,000 15,200,OOO 19,000,000 23,375,OOO 19,830,OOO 75,515,ooo Pending Pending 4,080,OOO 4 APPENDIX A REDEVELOPMENT BOND ISSUES FISCAL CONSULTANT SERVICES KMA STAFF EXPERIENCE (CONT’D.) Torrance Redevelopment Agency Downtown Project, TA Series 1985 Industrial TA Bond Series 1986 Tustin Redevelopment Agency Town Center Refunding Series 1987 Total Amount of Issues 4,080,OOO 17,860,OOO 8.060.000 $1,328,415,000 carlskma.pn, 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 17 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 215 RESOLUTION OF THE CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION AUTHORZING THE ENGAGEMENT OF PROFESSIONAL SERVICES IN CONNECTION WITH PROPOSED ISSUE OF TAX ALLOCATION BONDS WHEREAS, the Carlsbad Housing and Redevelopment Commission (the “Commission”) has previously issued its Village Redevelopment Project Area Tax Allocation Bonds, Series A in the aggregate principal amount of $12,000,000, dated as of April 1, 1988 (the “1988 Bonds”); and WHEREAS, the Commission wishes to undertake to determine whether it is feasible to refund the 1988 Bonds at this time, and whether to raise funds for additional projects, programs and activities of the Commission, to be funded from the proceeds of a new issue of tax allocation bonds of the Commission (the “Bonds”); and WHEREAS, in order to make such determination it is advisable at this time to engage professional services for bond counsel, financial advisor and fiscal consultant, and the Finance Director has received proposals from firms who are qualified to provide such services. NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Housing and Redevelopment Commission as follows; the firm of Jones Hall Hill & White, A Professional Law Corporation, is hereby engaged as bond counsel to the Commission in connection with the issuance of the Bonds, and the firm of Stone & Youngberg is hereby engaged as financial advisor to the Commission in connection with the issuance of the bonds, and the firm of 1 2 3 4 5 6 7 8 9 1c 11 12 15 14 15 16 17 1B 19 . 20 21 22 23 24 25 26 27 28 Keyser Marsten is hereby engaged as fiscal consultant to the Commission in connection with the issuance of the Bonds. The Finance Director is hereby authorized and directed to accept the respective proposals from each of said firms. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad Housing and Redevelopment Commission on the 10th day of November, 1992, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Larson, Stanton, Nygaard NOES: None ABSENT: None ATTEST: (So)