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City Council, Redevelopment Agency and Public Finance Authority Report


City Council Meeting: May 24, 2011

Agenda Item: 8-A


To:               Mayor and City Council 

                    Chairperson and Redevelopment Agency

                    Chairperson and Public Finance Authority


From:           Andy Agle, Director of Housing and Economic Development

                    Carol Swindell, Director of Finance


Subject:        Redevelopment Agency Immediate Funding Opportunities



Recommended Action


Staff recommends that the City Council (Council) and Redevelopment Agency (Agency):


  1. Consider immediate redevelopment funding opportunities and direct staff to prepare necessary contracts to take advantage of such opportunities as recommended below;


Staff recommends that the Council:


1.     Authorize the City Manager to negotiate and execute a memorandum of understanding (MOU) between the City, Agency and Santa Monica Malibu Unified School District (School District) to provide a stream of tax increment funding to the School District for implementation of Phase I of the Civic Center Joint Use Project (CCJUP);


2.     Authorize the City Manager to negotiate and execute a funding agreement between the City, Agency and Exposition Metro Line Construction Authority (Expo) and/or Los Angeles County Metropolitan Transportation Authority (Metro) to provide a stream of tax increment funding to Expo and/or Metro for basic elements of the Downtown, Memorial Park, and Bergamot light rail stations;


3.     Approve the payment of issuance costs associated with the 2011 Bonds and approve the modification of agreement with Stradling, Yocca, Carlson, and Rauth (SCYR) to increase total to not exceed $400,000.

4.     Adopt the attached Resolution approving the issuance of Earthquake Recovery Redevelopment Project Area,  Series 2011 Tax Allocation Bonds (2011 Bonds) by the Santa Monica Public Financing Authority, and making certain determinations relating thereto; and,


5.     Appropriate funds and adopt budget changes as outlined in the Financial Impacts and Budget Actions section of this report.


Staff recommends that the Agency:


1.     Authorize the Agency Executive Director to negotiate and execute a memorandum of understanding (MOU) between the City, Agency and Santa Monica Malibu Unified School District (School District) to provide a stream of tax increment funding to the School District for implementation of Phase I of the Civic Center Joint Use Project (CCJUP);


2.     Authorize the Agency Executive Director to negotiate and execute a funding agreement between the City, Agency and Exposition Metro Line Construction Authority (Expo) and/or Los Angeles County Metropolitan Transportation Authority (Metro) to provide a stream of tax increment funding to Expo and/or Metro for basic elements of the Downtown, Memorial Park, and Bergamot light rail stations; and,


  1. Adopt the attached Resolution authorizing the issuance of Earthquake Recovery Redevelopment Project Area Series 2011 Tax Allocation Bonds (2011 Bonds) by the Santa Monica Public Financing Authority, and approving and authorizing other official action and matters related thereto.


Staff recommends that the Public Financing Authority:


1.     Adopt the attached Resolution authorizing the purchase and sale of Earthquake Recovery Redevelopment Project Area Series 2011 Tax Allocation Bonds (2011 Bonds), and approving and authorizing related documents and actions.


Executive Summary

In 2009, the Agency, in accordance with California Redevelopment Law, adopted its Five-Year Implementation Plan for FY 2009-10 through FY 2013-14 (the Implementation Plan) to delineate the goals, objectives, programs, and estimated expenditures for its four redevelopment project areas. In preparing the Implementation Plan, the Agency prioritized certain capital improvement projects for redevelopment funding based on projections of available tax increment and debt financing structures.


Given pending legislative proposals to dissolve redevelopment agencies in California, staff recommends that the City move forward immediately to establish funding or construction obligations for those redevelopment priority projects that are sufficiently developed to enter into contractual obligations.  While this staff report focuses on immediate actions, staff will continue to move forward on all of the remaining redevelopment priority projects, with the expectation that redevelopment will continue in its current form.  Staff recommends authorizing funding agreements for the Civic Center Joint Use Project and Exposition Light Rail Stations Project, and pursuing contractual obligations in the near-term for the development of Affordable Housing, Palisades Garden Walk and Town Square / Freeway Capping (PGW), Pico Neighborhood Branch Library, Civic Auditorium Renovation, Colorado Esplanade, Pier Infrastructure, and Fire Station 1, when appropriate.  Additionally, staff recommends the Council and Agency approve the attached Resolutions to proceed with issuance of tax-exempt bonds to help finance the projects.



On November 17, 2009, the Agency adopted its Five-Year Implementation Plan for the period of FY 2009-10 through FY 2013-14, with established goals to support affordable housing, disaster prevention and mitigation, community revitalization, commercial revitalization, and institutional revitalization.  The Agency established redevelopment funding priorities to implement the programs and activities (the Projects) associated with each goal. Priority allocations totaled $283 million and were based on a variety of assumptions regarding growth in tax increment, borrowing costs, timing of borrowing, State grabs of local funds, leveraging opportunities and State law.  The Agency’s funding allocations for the priority Projects are summarized in the following table.

RDA Priority Projects


11/2009 Council Priorities

(in millions)

Affordable Housing


Civic Center Planning and Design


Palisades Garden Walk and Town Square


Civic Auditorium Renovation


Civic Auditorium District Projects


Early Childhood Education Center


Expo Green Streets and Pathways


Exposition Light Rail Station Enhancements


Civic Center Joint Use (Phase 1)


Civic Center District Shared Parking


Memorial Park Expansion


Pico Neighborhood Branch Library


Traffic Signal Master Plan


Freeway Capping & Bridging (Colorado/Ocean Sidewalk Widening)


Property Acquisition



















On August 10, 2010, to ensure the timely implementation and completion of the Projects, the City and Agency entered into Cooperation Agreement No. 9267 (CCS/RAS) for the City to carry out the Projects on behalf of the Agency, and, on January 17, 2011, following analysis of the Agency’s financial obligations for the Projects, the City and Agency entered into Implementing Agreement No. 9318 (CCS/RAS) to set forth the schedule of payments to reimburse the City for costs associated with the Projects’ implementation.


On March 8, 2011, the Agency and Council approved an agreement with Wells Fargo Bank for a loan with net proceeds of $60 million for the purposes of financing redevelopment priority capital projects. The City also has a net balance of approximately $50 million of Agency funds that were transferred to the City in order to meet the Agency’s obligations under Cooperation Agreement No. 9267.  As a result, the City has approximately $110 million available for projects that are ready to move forward in the coming weeks.  In addition, staff issued a request for, and identified, an underwriter for Tax Allocation Bonds that would utilize the Agency’s remaining tax allocation bonding authority.  If the bond offering is ultimately successful, it would provide approximately $36.5 million of additional funds for projects, bringing the total amount available within the next two months to an estimated $146.5 million.     


In January 2011, California Governor Jerry Brown announced his intention to eliminate all redevelopment agencies in California as part of his proposed FY 2011-2012 budget.  State legislation regarding the fate of redevelopment is pending, with several proposals and bills having received varying levels of support from legislators.  As of May 13, no decisive action has been taken. In light of the State challenges, it is prudent for the City and Agency to continue to pursue appropriate measures to ensure that as many projects as possible are completed according to community expectations.    



In the two years since adoption of the Implementation Plan, several priority redevelopment projects have achieved critical path milestones in design development, community input, environmental analysis and development of construction cost estimates.  A comprehensive summary of each Project’s description, status and refined project costs is provided in Attachment A.


There are four projects that are ready or will soon be ready to move forward with design-build contracts, two projects for which funding agreements can be established, and three projects requiring new contract authority as part of their ongoing work. 


Design-Build Contracts

PGW is completing design development and the Pico Branch Library is completing schematic design this month.  CEQA review has been completed, and both projects are ready to enter into design-build contracts.  The Civic Auditorium Renovation and Colorado Esplanade's scopes of work have been sufficiently developed to enable design-build RFBs to be issued.  The Civic Auditorium's RFB for a design-build team was posted on April 29, 2011.



Estimated Full Development Cost

Palisades Garden Walk / Town Square / Freeway Capping*

$ 46.1 million

Pico Neighborhood Library

 $ 10.4 million

Civic Auditorium Renovation

 $ 46.8 million

Colorado Esplanade

$ 12.4 million


$115.7 million








  *NOTE:  Full project cost is $49.3 million; however, $3.2 million has already been awarded for design.


The proposed amounts noted above reflect the latest full development cost estimates of the four projects.  These cost estimates are less than the original full development cost estimates presented to Council in 2009, though in the case of PGW and the Civic Auditorium, the current estimated costs are greater than the RDA funding allocations made in 2009, which were initially estimated at $54 million and $55 million, respectively.  For PGW, the City applied for a State Prop 1-C Infill Infrastructure grant of over $15 million, with all indications that the application would be successful based on the awards made in the first round of Prop 1-C grants.  This grant program was designed to provide funding for open space improvements that would serve affordable housing projects and, although the City’s grant application emphasized the strong linkage that would be provided between PGW and the adjacent Village housing project, the grant application was not successful, leaving PGW underfunded.


For the Civic Auditorium renovation, through its due diligence and negotiations with Nederlander, the City has learned that performing arts and concert venues operate with slim margins and cannot produce revenues that can fund significant capital improvements.  Council directed staff to work with the Civic’s financial consultant to determine if there are viable private financing strategies that could generate significant additional revenue toward the renovation. To date, strategies that have been analyzed would either yield limited funds, add to the operating deficit, require an expensive and speculative fund-raising campaign, or require major land use changes to the Civic Center area to allow for adjacent private development to support the project. An information item transmitting this report to Council was provided on May 13, 2011.   Staff struggled with the large anticipated cost associated with renovation of the Civic Auditorium and ultimately decided to recommend that the City move forward immediately with renovation of the Civic due to its priority as a community objective, its importance in providing long-term fiscal stability for the City, and the ideal timing to make the investment.  More information on the considerations regarding funding the Civic Auditorium is provided in Attachment B. 


The current cost estimate for the Pico Library is lower than the 2009 RDA allocation because the original cost estimates anticipated subterranean parking, which is not a part of the proposed project. 


The Colorado Esplanade project is recommended for a design-build contract of $12.4 million as the first priority project under the Expo Green Streets and Pathways Project, and includes the required match for the awarded Metro Call for Projects Grant of $3.3 million.  In addition, the scope for this project has been increased to address providing improved pedestrian access to PGW.


Staff recommends that all four projects be fully funded at this time to ensure that they can move forward immediately.


Funding Agreements

Two of the redevelopment priority projects are proposed to be completed by other entities and staff recommends that the City and Agency immediately enter into funding agreements to enable the projects to continue moving forward.  The projects and the proposed structure of the funding agreements are described below.


Civic Center Joint Use Project

Under the Implementation Plan, $57 million of Agency funding capacity was prioritized for the CCJUP.  The City’s adopted Capital Improvement Project budget for FY 2010-11 included approximately $1.1 million in general funds for planning and design for the CCJUP.  In January 2011, the City and School District entered into an MOU to provide for the City’s reimbursement to the School District for additional planning, design, project definition work, and initiation of environmental review up to approximately $1.1 million.


On April 6, 2011, the School District Board adopted the project description for the CCJUP shown in Attachment A.  Staff supports the proposed description and recommends that the City and Agency authorize the negotiation and execution of an MOU with the School District for further development of Phase 1 of the CCJUP.  The MOU would provide the terms and conditions for additional planning, completion of environmental review, design, entitlements, and project development and management work, and provide that upon the School District’s compliance with CEQA, construction of the CCJUP may proceed.  Funding would be disbursed in a stream of payments for the completion of the CCJUP.  The agreement would also ensure that the District is kept whole with respect to tax increment pass-through payments. 


The MOU is a funding mechanism for environmental review and construction of future facilities to be identified and approved for construction after compliance with CEQA, and is therefore exempt from CEQA pursuant to CEQA Guideline 15378(b)(4). The first year payment to the District under the MOU is projected to be $5.9 million.


Exposition Light Rail Stations

Under the Implementation Plan, $10 million of Agency funding capacity was prioritized for Exposition Light Rail Station Enhancements to fund station area enhancements such as additional platforms, crossings and station entrances.  Metro is requiring each jurisdiction within the County that will receive light rail to make a three percent contribution toward the construction costs within its jurisdiction.  For Santa Monica, the estimated contribution cost is not to exceed $16.5 million. As the light rail line has been further defined, and as the City has prepared station area analyses as part of the LUCE and subsequent planning studies, the estimated cost for stations and station area access improvements is approximately $49 million, including the City’s $16.5 million contribution toward basic light rail station development in Santa Monica.  Staff recommends that the Agency and City enter into an agreement with Expo and/or Metro to provide for a stream of payments over a period of no less than four years to be applied toward the basic construction of light rail stations in Santa Monica.  The first payment would be drawn from tax increment revenues in 2012 and thereby would not affect the Agency’s current available cash.  The funding agreement would ensure that if the final construction costs for the Exposition Light Rail Line are less than currently budgeted, the City would receive a proportionate reduction in its contribution.  Funding for enhancements to the basic light rail stations will be considered at a future point.


Additional Obligations

Affordable Housing

Under the Implementation Plan, the goal of affordable housing is to continue to facilitate the acquisition, rehabilitation and construction of residential buildings to increase, improve, and preserve the supply of affordable housing.  The Agency’s $50 million line of credit for affordable housing has enabled the City to invest in the production and preservation of approximately 370 affordable residences in 13 developments.  In addition, the Council allocated $43.6 million from the Earthquake Project Area’s non-housing funds to support affordable housing.  In line with this effort, staff has identified $21.2 million in acquisition, design, and construction projects and is ready to commit funds for these projects at this time.  Staff is working on due diligence for the projects utilizing the remaining $22.4 million allocation and will commit the funds as each project becomes ready. Combined, the $43.6 million funding will produce approximately 126 affordable residences.


Early Childhood Education Center

Under the Implementation Plan, $4.4 million of Agency funding capacity was prioritized for the Early Childhood Education Center (ECEC) to supplement existing redevelopment funds of $1.163 million allocated in FY 2006-07.  The ECEC is to be developed and operated by Santa Monica College (SMC) in cooperation with the City.  To ensure that the project moves forward expeditiously and that the pass-through payments for SMC are sustained, staff has identified General Funds to cover the $5.63 million needed for the project; these funds will be highlighted in the proposed Capital Improvement Project FY 2011-12 budget.


Pier Improvements

Under the Implementation Plan, the goal of disaster prevention and mitigation supports efforts to repair, replace, upgrade or reconstruct buildings, public facilities and utilities. The Agency has supported activities such as the seismic retrofit of parking structures 1, 2, 4, 5, 7 and 8 in the downtown, the seismic retrofit and repair of Palisades Bluff, and, more recently, the seismic retrofit and renovation of the Civic Auditorium.  Staff recommends the $5.63 million (previously allocated to support the construction of the ECEC) be utilized to fund the seismic and infrastructure improvements necessary to retrofit and repair the Pier.  Specifically, the $5.63 million allocation would fund the following Pier Infrastructure projects:


·       Pier Infrastructure Phase IV: $674,200. This project involves the reconstruction of the Municipal Pier from the upgraded timber area at Bent 41 at the high-tide line to the existing concrete-pile supported area at Bent 59, using a concrete sub-structure and timber superstructure designed to accommodate a 20 ton emergency vehicle.  This section of the pier currently has limited capacity to support emergency vehicles and the existing timber substructures have limited life and higher maintenance costs.


·       Carousel Floor and Infrastructure Repair: $841,000. This project involves replacement of the oak floor of the Carousel Building and substructure repair which include repair and/or replacement of stringers, piles and caps, relocation of utilities and relocation and reassembly of the carousel during the project. The Carousel floor is currently buckling and sinking in certain areas, potentially creating unsafe conditions for visitors. 


·       Newcomb Deck Infrastructure:  $4.1 million. This project involves constructing the recommended structural upgrades to the Newcomb’s parking deck and walkway areas to support loads of 30,000 pounds for vehicles and future buildings. The Pier Infrastructure Upgrade Study, submitted to Council on May 19, 2009, examined the existing conditions on the pier and prioritized the phasing of the upgrades based on urgency of repairs, the Newcomb Deck repairs were identified as a high priority. 


Fire Station 1

As noted above, the Implementation Plan includes the goal of disaster prevention and mitigation to support efforts to repair, replace, upgrade or reconstruct buildings, public facilities and utilities.  Fire Station 1 (FS 1), located at 1444 7th Street, services a significant portion of the Agency’s Earthquake Recovery Redevelopment Project Area. Based on a recent study of the seismic integrity of FS 1, this nearly 57-year-old facility needs to be replaced in order to comply with current ADA accessibility guidelines as well as seismic and building and safety standards, and to meet the current needs of the Fire Department. Staff recommends an allocation of $3 million to fund the development of plans and specifications for an approximately 25,000-square foot replacement fire station featuring basic improvements such as apparatus bays, dormitories, training room, locker room, kitchen and dining facilities, storage and mechanical areas, and parking. 


Financing Program

The financing plan for the priority projects anticipated the use of various debt instruments to maximize funding.  As noted in earlier reports, City staff and consultants would analyze the projects to be financed in order to determine the financing structure that best meets the Agency’s needs in maintaining flexibility and reducing the overall costs of borrowing.  Based on study by the Agency’s financial advisor and bond counsel, it is recommended that the Agency proceed with the issuance of tax-exempt tax allocation bonds (TABs) to help fund the projects. 


The Agency has the opportunity to issue tax allocation bonds with expected net proceeds of $36.5 million. The Agency has previously sold its bonds through a competitive bid process where the bond offering is advertised and bids for the bonds are taken on a specific date and time and awarded to the bidder offering the lowest costs.  In order to provide the Agency with greater flexibility in determining the date of sale of the Series 2011 Bonds, staff is proposing to sell the Series 2011 Bonds through a negotiated sale whereby the bond underwriter is predetermined and the interest rates for the bonds are set through a process of negotiation.  The Agency’s financial advisor believes that a negotiated sale has the best chance of providing the lowest borrowing cost to the Agency given the relatively small size of the Series 2011 Bond issue, the absence of a competitive sale market at this time for redevelopment agency credits and the added uncertainty surrounding redevelopment due to the Governor’s budget proposals.  In order to provide for a negotiated sale under State law, the Series 2011 Bonds will be sold initially to the Santa Monica Public Financing Authority, who will in turn immediately sell the Series 2011 Bonds to the bond underwriters.


The attached Resolutions authorize the Agency to proceed with the issuance of the Series 2011 Bonds, with a maximum principal amount of $41.05 million, a final maturity date of June 2042, and a maximum true interest cost of 7.75 percent.  After depositing $4 million in the debt service reserve and deducting $0.6 million in issuance costs, net proceeds will be approximately $36.5 million.  The actual amount of proceeds will depend on the final bond interest rates, based on market conditions.


The Resolutions also provide authority to execute related documents, certificates and actions necessary to complete the financing.  The Public Financing Authority resolution will authorize the Public Financing Authority to purchase the Series 2011 Bonds and to immediately sell such Series 2011 Bonds to E. J. De La Rosa & Co. Inc. as representative of itself and Wells Fargo Securities pursuant to a Bond Purchase Agreement to be entered into between the Underwriters, the Agency and the Public Financing Authority.


The issue costs associated with these bonds will include bond and disclosure counsel fees, financial advisory fees, fiscal consultant and other costs not to exceed $340,000 and the underwriter’s discount cost not to exceed $235,000, for a total of $575,000. The current contract with SYCR, bond and disclosure council limits compensation to an amount not to exceed $220,000. For the fees associated with this bond issuance and others anticipated in the near term, staff recommends that this contract amount be increased to $400,000. 


Available Current Funds and Recommended Commitments

Available Funds


Wells Fargo Bank Loan Net Proceeds

$  60.0 million

Available Cash Assets

$  50.0 million


$110.0 million



Estimated Prospective TAB Net Proceeds*

$  36.5 million



Potential Capacity                                                          

$146.5 million


*NOTE:  Amount is net of closing costs and funding of the debt service reserve.




Recommended Commitments


PGW Design-Build Contract

 $ 46.1 million

Civic Auditorium Renovation Design-Build Contract

       $ 46.8 million

Pico Neighborhood Library Design-Build Contract

       $ 10.4 million

Colorado Esplanade

$ 12.4 million

CCJUP MOU with District (2011 payment)

       $   5.9 million

Light rail station agreement with Expo (payments begin in 2012)

$      0 million

Pier Improvement (2011 payment)

$     .7 million

Affordable Housing (2011 payment)

 $ 21.2 million

Fire Station 1 (2011 payment)

$   3.0 million




 $146.5 million




Should the Council wish to fund projects other than those recommended, the alternative projects would need to be ready to establish construction contracts, design-build contracts or other contractual obligations within the coming weeks in order to take advantage of available cash and loan and bond proceeds.  Other projects that could be ready to take advantage of the timing window include:

·       Affordable Housing: With additional funding, the City could quickly establish loan agreements with affordable housing providers to purchase existing apartment buildings for rehabilitation or to acquire property for new construction.  One additional affordable residence could be created through acquisition and rehabilitation or new construction for every $300,000 to $350,000 invested in affordable housing.


·       Parking Structure 6: Funding could be used for the reconstruction of Parking Structure 6.  The estimated cost of Parking Structure 6 ranges from $40 to $43 million, depending on the additional features that may be included, such as rear façade improvements and occupancy sensors.  Staff expects to return to Council with a design-build guaranteed maximum price for the project on June 28, 2011.  Funding Parking Structure 6 with redevelopment funds could allow the parking funds that have been designated for Parking Structure 6 to be used to help pay for the some of the public parking ultimately planned for the site at 4th Street and Arizona Avenue.  Additional funding for public parking could reduce the pressures to create development value on the site to subsidize the cost of public parking.   The parking funds that would have otherwise gone to Parking Structure 6 could also be used for other parking needs in Downtown Santa Monica.


·       Exposition Light Rail Enhancements:  On July 13, 2010, City Council supported staff’s recommendations for design improvements to the Light Rail stations that would address safety and functionality.  City staff could work quickly with Expo staff to identify costs for the desired betterments to the planned rail stations in Santa Monica.  The City and Expo could then expeditiously enter into an agreement to fund Expo’s construction of the desired betterments.  Preliminary cost estimates for potential station betterments range from $20 million to $33 million.


·       Traffic Signal Master Plan Phase IV:  Phase IV of the traffic signal master plan covers the intersections in the Mid-City area and Arizona in the downtown.  Staff anticipates that a contract of $4.4 million for the work could be awarded early next fiscal year.



Next Steps

With Council approval, and market support for the Agency’s issuance of tax allocation bonds, staff will move forward with the projects recommended in this report. In addition, staff will continue to further define and plan all of the Agency-funded priority projects.  Once there is more clarity on exactly which legislative measures, if any, will be adopted by the State with respect to redevelopment agencies, staff will return to Council with an updated funding capacity analysis.  While some of the recommended project commitments are greater than the original Council earmarks, it is likely that there will be sufficient funding capacity for all of the priority project allocations if redevelopment continues in its current form.  A primary reason is that the original debt capacity analysis completed in 2009 anticipated that the State of California would take over $4 million per year of Agency funds.  With the passage of Proposition 22 in November 2010, the State’s ability to take local redevelopment funds has been curtailed.  However, given the Governor’s proposal to completely eliminate redevelopment, as well as the variety of alterative redevelopment proposals in Sacramento, any long-term projections of the Agency’s funding capacity would be unreliable.   


Financial Impacts & Budget Actions

It will be necessary to establish revenue budgets for the proceeds from the issuance of the Series 2011 Bonds and payment of issuance costs.  Revenue and expenditure appropriation actions necessary at this time to record the sale of the Series 2011 Bonds follow:


Account Name


Account Number

Other Financing Sources



Bond Issuance Costs



Underwriter’s Discount




The following budget appropriations are necessary to fully fund the projects that will be entering design-build contracts or funding agreements in FY 2010-11.  A number of these projects have already received previous budget appropriations.

Account Name


Account Number

Palisades Garden Walk & Town Square/Freeway Capping

$ 46,098,276


Civic Auditorium Renovation

$ 43,749,800


Colorado Esplanade

$ 12,002,049


Pier Infrastructure Improvements

$      674,200

New account

Fire Station 1

$   3,000,000

New account

Low/Moderate Income Housing

$ 13,078,475


Low/Moderate Income Housing

$   3,000,000



Any approved funding commitments beyond FY 2010-11 will be appropriated in subsequent fiscal years.


Prepared by: Nia Tang, Senior Development Analyst



Forwarded to Council:









Andy Agle, Director

Housing and Economic Development


Rod Gould

City Manager






Carol Swindell

Finance Director      




Attachment A:         RDA Priority Projects – Updated Costs and Status

Attachment B:         Civic Auditorium Funding Considerations

Attachment C:         Resolution of Issuance of Tax Allocation Bonds (Agency)

Attachment D:         Resolution Approving Issuance of Agency Bonds (City)

Attachment E:         Resolution Approving Purchase and Sale of Bonds (Public Financing Authority)

Attachment F:         Second Supplement to Indenture of Trust

Attachment G:        Continuing Disclosure Certificate

Attachment H:         Preliminary Official Statement

Attachment I:          Bond Purchase Agreement