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HomeMy WebLinkAbout1991-132 . ." . 1 RESOLUTION NO. gl 1 i? 2 RESOLUTION OF THE CITY .OF SAN BERANRDINO AUTHORIZING 3 ISSUANCE OF BONDS, APPROVING FORMS OF BOND INDENTURE, BOND PURCHASE CONTRACT AND PRELIMINARY OFFICIAL STATEMENT FOR A 4 SPECIAL ASSESSMENT DISTRICT 5 WHEREAS, the COMMON COUNCIL of the CITY OF SAN BERNARDINO, 6 CALIFORNIA, is conducting proceedings for the installation of 7 certain public improvements in a special assessment district 8 pursuant to the terms and provisions of the "Municipal Improve- 9 ment Act of 1913", being Division 12 of the Streets and Highways 10 Code of the State of California, said special assessment 11 district known and designated as ASSESSMENT DISTRICT NO. 977B 12 (hereinafter referred to as the "Assessment District"); and, 13 WHEREAS, this legislative body has previously declared in 14 its Resolution of Intention to issue bonds to finance said 15 improvements, said bonds to issue pursuant to the terms and 16 provisions of the "Improvement Bond Act of 1915", being Division 17 10 of said Code; and, 18 WHEREAS, at this time this legislative body is desirous to 19 set forth all formal terms and conditions relating to the autho- 20 rlzation, issuance and administration of said bonds; and, 21 WHEREAS, there has been presented, considered and ready for 22 approval a bond indenture setting forth formal terms and condi- 23 tions relating to the issuance and sale of bonds; and, 24 WHEREAS, there has also been presented for consideration by 25 this legislative body a form of Bond Purchase Contract authoriz- 26 ing the sale of bonds to Bateman Eichler, Hill Richards, a divi- 27 sion of Kemper Securities Group, the designated underwriter; 28 and, 3/22/91 . ( ,I . . / RESOLurION AurfDRIZING ISSUANCE OF IDNDS FOR ASSESSMENT DISTRICT NO. 977B ..~ 1 2 WHEREAS, there has also been presented for consideration by 3 this legislative body a form of Preliminary Official Statement 4 containing information including but not limited to the AsseSB- 5 ment District and the type of bonds, including terms and condi- 6 tions thereof; and, 7 WHEREAS, this legislative body hereby further determines 8 that the unpaid assessments shall be specifically in the amount 9 as shown and Bet forth in the certificate of Paid and Unpaid 10 Assessments as certified by and on file with the Treasurer, and 11 for particulars as to the amount of said unpaid assessments, 12 said Certificate and list shall control and govern. 13 NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: 14 RECITALS 15 SECTION 1. That the above recitals are true and correct. 16 BOND AUTHORIZATION 17 SECTION 2. That this legislative body does hereby autho- 18 rize the issuance of bonds pursuant to the terms and provisions 19 of the "Improvement Bond Act of 1915", being Division 10 of the 20 Streets and Highways Code of the State of California, and also 21 pusuant to the specific terms and conditions as set forth in the 22 BOND INDENTURE presented herein. 23 BOND INDENTURE 24 SECTION 3. The BOND INDENTURE is approved substantially in 25 the form presented herein, subject to modifications as necessary 26 and as approved by the Treasurer, with the concurrence of Bond 27 Counsel. Final approval of the BOND INDENTURE shall be conclu- 28 sively evidenced by the signature of the Treasurer upon final 3/21/91 { , ' , . . ( I RESOLurION AillHORIZING ISSUANCE OF roNDS FOR ASSESSMENT DISl'RIcr NO. 977B 1 2 delivery of bonds and receipt of proceeds. A copy of said BOND 3 INDENTURE shall be kept on file with the transcript of these 4 proceedings and open for public inspection. 5 BOND PURCHASE CONTRACT 6 SECTION 4. That the BOND PURCHASE CONTRACT as submitted by 7 Bateman Eichler, Hill Richards, the designated underwriter, is 8 hereby approved substantially in the form presented herein, 9 subject to modifications as necessary and approved by the 10 Treasurer, with the concurrence of Bond Counsel, with the final 11 pricing of bonds being delegated to the Treasurer. Final 12 Acceptance of the BOND PURCHASE CONTRACT shall be evidenced by 13 the signature of the Mayor on behalf of the City. 14 PRELIMINARY OFFICIAL STATEMENT 15 SECTION 5. That the PRELIMINARY OFFICIAL STATEMENT is 16 approved substantially in the form presented, subject to rnodifi- 17 cations as necessary and as approved by the Treasurer, with the 18 concurrence of Bond Counsel, and execution and distribution is 19 hereby authorized. A copy of said PRELIMINARY OFFICIAL STATE- 20 ME NT shall be kept on file with the transcript of these proceed- 21 ings and remain open for public inspection. 22 FINAL ASSESSMENTS 23 SECTION 6. That the Certificate of Paid and Unpaid AsseSB- 24 ments, as certified by the Treasurer, shall remain on file in 25 that office and be open for public inspection for all particu- 26 lara as it relates to the amount of unpaid assessments to secure 27 bonds for this Assessment District. 28 II 3/21/91 . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 j . ' , RESOLUrION AUrHORIZrNq, ISSUflNCE OF ECNDS FOR ASSESSMENr DISFRIcr NO. 977B SUPERIOR COURT FORECLOSURE SECTION 7. This legislative body does further specifically covenant for the benef,it of the bondholders to commence and prosecute to completion foreclosure actions regarding delinquent installments of the assessments in the manner, within the time limits and pursuant to the terms and conditions as set forth in the Bond Indenture as submitted and approved through the adop- ticn of this Resolution, and the Director of Finance and the City Attorney are hereby authorized and directed to commence and prosecute the foreclosure actions and to take such other actions as said officers deem appropriate from time to time to carry out the purposes of this Section. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a meeting thereof, held on the 15th reQular day of 1991, by the following vote, to wit: April AYES: Council Members Estrada, Reillv. Flores. Maudslev. Minor. PODe-Ludlam. Miller NOES: None ABSENT: None C(~ity~ The foregoing resolution is hereby approved this 7th day of April / 1991. City Approved as to form and legal content: James F. Penman City ~rneY By: ..~/. 3/a ') Of?/}~ Res. 91-132 f r BOND INDENTURE This Bond Indenture (the "Indenture"). dated as of April 15, 1991, entered into and approved by the City of San Bernardino, (the "Issuer"), a municipal corporation, to establish the terms and conditions pertaining to the issuance of bonds in a special assessment district known and designated as ASSESSMENT DISTRICT NO. 977B (the "Assessment District"). SECTION 1. SECTION 2. SECTION 3. SECTION 4. SECTION 5. SECTION 6. Issuance, Designation and Amount. Pursuant to the provisions of the "Improvement Bond Act of 1915" (the "Act"), being Division 10 of the Streets and Highways Code of the State of California, the Issuer does hereby authorize the issuance of bonds to represent unpaid assessments within the Assessment District in a principal amount not to exceed $1,013,048.90, and designated as the City of San Bernardino Assessment District No. 977B Limited Obligation Improvement Bonds (the "Bonds"). Term of Bonds. Bonds to represent the unpaid assessments, and bear interest at a rate not to exceed the current legal maximum rate of 12% per annum, will be issued in the manner provided in the "Improvement Bond Act of 1915", being Division 10 of the Streets and Highways Code of the State of California, the last installment of which Bonds shall mature a maximum of and not to exceed nineteen (19) years from the second day of September next succeeding twelve (12) months from their date. The provisions of Part 11.1 of said Act, providing an alterna- tive procedure for the advance payment of assessments and the calling of Bonds shall apply. Registered Bonds and Denominations. Said Bonds shall be issuable only as fully registered Bonds in the denomination of $5,000, or any integral multiple thereof, except for one bond maturing in the first year of maturity, which shall include the amount by which the total issue exceeds the maximum integral multiple of $5,000 contained therein. Date of Bonds. All of said Bonds shall be dated the 2nd day of April, 1991, and interest shall accrue from that date. Maturity. The Bonds shall be issued in serial form with annual maturities on September 2nd of every year succeeding twelve (12) months after their date, until the whole is paid. The amount maturing each year shall be such as to result in approximately equal annual debt service during the term of the issue as reflected by the interest rate and/or rates and principal amounts maturing in the respective years of matur i ty as shown on Exhibit "A" attached hereto and incorporated herein by this reference, and the Issuer shall, immediately upon completion of the cash collection period, prescribe the denominations of the Bands, which shall be in convenient amounts, not necessarily equal, and shall further provide for their issuance and delivery. Interest. Each Bond shall be of a single maturity and shall bear interest at the rate as set forth in Exhibit "A" attached hereto for said Bonds from the interest payment date next preceding the date on 1 SECTION 7. SECTION 8. , which it authenticated and registered, unless said Bond is authenti- cated and registered as of an interest payment date, in which case it shall bear interest from said interest payment date, or unless said Bond is authenticated and r~9i8tered prior to the first interest payment date, in which case it shall bear interest from its date, until payment of its principal sum has been discharged. Place of Payment. The principal on the Bonds shall be payable in lawful money of the United States of America upon surrender of the Bond at the office of Security Pacific National Bank in Los Angeles, California, the designated registrar, transfer agent and paying agent of the Issuer ("Fiscal Agent"), or such other registrar, transfer agent or paying agent as may be designated by supplemental Indenture of the Issuer. Interest on said Bonds shall be paid on March 2 and September 2 of each year, commencing September 2, 1991, by check or draft to the registered owner thereof at his address as it appears on the books of registration as of the 15th day immediately preceding said interest payment date. Redemption. (a) Optional Redemption. The Bonds may be redeemed prior to maturity, in whole or in part, at the option of the Issuer, on any March 2 or September 2 thereafter at a redemption price equal to 103% of the principal amount thereof, together with accrued interest to the date of redemption, from any source of funds. (b} Mandatory Redemption. The Bonds shall be subject to mandatory redemption prior to maturity, in whole or in part in increments of $5,000.00, on any March 2 or September 2 at a redemption price equal to 103% of the principal amount thereof, together with accrued interest to the date of redemption, from monies represent- ing the prepayment of assessments. (c) Selection of Bonds for Redemption. If less than all of the outstanding Bonds are to be redeemed, the Fiscal Agent shall select the Bonds to be redeemed in authorized denominations from each maturity in the same proportion which such maturity repre- sent s with respect to all of the outstanding Bonds and by lot within a single maturity; provided, however, that the portion of any Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or a multiple thereof, and that, in selecting portions of such Bonds for redemption, the Fiscal Agent shall treat each such Bond as representing that number of Bonds of $5,000 denominations which is obtained by divid- ing the principal amount of such Bonds to be redeemed in part by S 5,000. The Fiscal Agent shall promptly notify the Issuer in writing of the Bonds, or portions thereof, selected for redemption. 2 ;, (d) Notice of Redemption. When the Fiscal Agent shall receive notice from the Issuer of its election to redeem Bonds at least sixty (60) days prior to the applicable redemption date, or when Bonds are otherwise to be re~eemed pursuant to this Section 8, the Fiscal Agent shall give notice, in the name and at the expense of the Issuer, of the redemption of such Bonds. Such notice of redemption shall (a) speoify the numbers of the Bonds selected for redemption, except that where all the Bonds are subject to redemp- tion, the numbers thereof need not be specified; (b) state the date fixed for redemption; (c) state the redemption price; (d) state the place or places where the Bonds are to be redeemed; and (e) in the case of Bonds to be redeemed only in part, state the portion of the Bond which is to be redeemed. Such notice shall further state that on the date fixed for redemption there shall become due and payable on each Bond, or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Fiscal Agent shall mail by first class mail, a copy of such notice, postage prepaid, to the respective owners of the Bonds to be redeemed at their addresses appearing on the bond register. The actual receipt by the owner of any Bond of notice of such redemption shall not be a condition precedent thereto, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds, or the cessation of interest on the redemption date. A certificate by the Fiscal Agent that notice of such redemption has been given as herein provided shall be conclusive as against all parties, and it shall not be open to any bondowner to show that he or she failed to receive notice of such redemption. (e) Partial Redemption of Bonds. Upon surrender of any Bond to be redeemed in part only, the Issuer shall execute and the Fiscal Agent shall authenticate and deliver to the bondowner, at the expense of the Issuer, a new Bond or Bonds of authorized denomina- tions equal in aggregate principal amount to the unredeemed portion of the Bond surrendered, with the same interest rate and the same maturity. (f) Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in this Section B, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption: (1) The Bonds, or portions thereof, designated for redemption shall, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in this Indenture, anything in this Indenture or in the Bonds to the contrary notwithstanding; Upon presentation and surrender thereof at the principal corporate trust office of the Fiscal Agent, such Bonds shall be redeemed at the specified redemption price; 3 SECTION 9. ~ (3) From and after the redemption date the Bonds or portions thereof so designated for redemption shall be deemed to be no longer outstanding and such Bonds or portions thereof shall cease to bear further ,interest; and (4) From and after the date fixed for redemption no owner of any of the Bond or portlion thereof so designated for redemption shall be entitled to any of the benefits of this Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available. Transfer of Reqistered Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books of registration required to be kept pursuant to the provisions of Section 11, by the owner in whose name it is registered, or by his duly authorized attorney or legal representative, upon surrender of such Bond for registration of such transfer, accompanied by delivery of a written instrument of transfer in a form approved by the Fiscal Agent and duly executed by the owner of said Bonds. The Fiscal Agent shall require the payment by the Bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer and such charges as provided for in the system of registration for registered debt obligations. No transfer of Bonds shall be required to be made during the fifteen (15) days preceding the selection of any Bonds for redemption prior to the matur ity thereof, nor with respect to any Bond which has been selected for redemption prior to the maturity thereof. Upon any such registration of transfer, a new Bond or Bonds shall be authenticated and delivered in exchange for such Bond, in the name of the transferee, of any denomination or denominations authorized by this Indenture, and in an aggregate principal amount equal to the principal amount of such Bond or principal amount of such Bond or Bonds so surren- dered. In all cases in which Bonds shall be exchanged or transferred, the Fiscal Agent shall authenticate at the earliest practical time, Bonds in accordance with the provisions of this Indenture. All Bonds surrendered in such exchange or registration transfer shall forthwith be cancelled. SECTION 10. Exchange of Bonds. Bonds may be exchanged at the office of the Fiscal Agent for alike aggregate principal amount of Bonds of the same series, interest rate and maturity, subject to the terms and conditions provided in the system of registration for registered debt obligations, including the payment of certain charges, if any, upon surrender and cancellation of the Bond. Upon such transfer and exchange, a new regis- tered Bond or Bonds of any authorized denomination or denominations of the same maturity for the same aggregate principal amount will be issued to the transferee in exchange therefor. 4 . SECTION 11. Books of Registration. There shall be kept by the Fiscal Agent suffi- cient books for the registration and transfer of the Bonds and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it rylay prescribe, register or transfer or cause to be registered. or transferred, on said register, Bonds as hereinbefore provided. SECTION 12. Execution of Bonds. The Bonds shall be executed in facsimile by the Treasurer and by the City Clerk, and the corporate seal shall be imprinted in facsimile on the Bonds. The Bonds shall then be delivered to the Fiscal Agent for authentication and registration. In case an officer who shall have signed or attested to any of the Bonds by facsimile or otherwise shall cease to be such officer before the authen- tication, delivery and issuance of the Bonds, such Bonds nevertheless may be authenticated, delivered and issued, and upon such authentica- tion, delivery and issue, shall be as binding as though those who signed and attested the same had remained in office. SECTION 13. Authentication. Only such of the Bonds as shall bear thereon a certifi- cate of authentication substantially in the form below, manually executed by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certifi- cate of the transfer agent and registrar shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder, and are entitled to the benefits of this Indenture. FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the Bond Indenture authorizing the issuance of the Bonds. Security Pacific National Bank as Fiscal Agent By: Authorized signatory Dated: SECTION 14. Ownership of Bonds. The person in whose name any Bond shall be regis- tered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal and redemp- tion premium, if any, of any such Bond, and the interest on any Buch Bond, shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the redemption premium, if any, and interest thereon, to the extent of the sum or sums so paid. SECTION 15. Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the Issuer shall cause to be executed and authenticated a new Bond of like 5 i date and tenor in exchange and substitution for and upon the cancella- tion of such mutilated Bond or in lieu of and in substitution for such Bond mutilated, destroyed, stolen or lost, upon the owner's paying the reasonable expenses and charge~ in connection therewith, and, in the case of a Bond destroyed, stolen or lost, his filing with the Fiscal Agent and Issuer of evidence satisfactory to them that such Bond was destroyed, stolen or lost, and of his ownership thereof, and furnishing the Fiscal Agent and Issuer with indemnity satisfactory to them. SECTION 16. Cancellation of Bonds. All Bonds paid or redeemed, either at or before maturity, shall be cancelled upon the payment or redemption of such Bonds, and shall be delivered to the Fiscal Agent when such payment or redemption is made. All Bonds cancelled under any of the provisions of this Indenture shall be destroyed by the Fiscal Agent, which shall execute a certificate in duplicate describing the Bonds so destroyed, and shall retain said executed certificate in its permanent files for the issue. SECTION 17. Application of Bond Proceeds. The proceeds of the sale of Bonds and any good faith security deposit shall be received by the Fiscal Agent and deposited in accordance with written instructions of the Issuer to be provided at the time of, or prior to, the delivery of the Bonds. SECTION 18. Creation of Funds. The Fiscal Agent is hereby authorized and directed to establish the following Funds for purposes of making payment for the costs and expenses for the works of improvement and payment of principal and interest on the Bonds. The Funds to be created are designated as follows: IMPROVEMENT FUND, The proceeds from the sale of the Bonds, after deposit of required amounts in the Reserve Fund and Redemption Fund, shall be placed by the Fiscal Agent in the Fund hereby created, pursuant to Sections 10602 and 10424 of the California Streets and Highways Code, as amended, which shall be called the "Improvement Fund", and the monies in said Fund shall be used only for Project Costs as that term is defined hereinafter. "Project Costs" shall mean the costs of acquisition or construction of the works of improvement as authorized in the assessment proceedings and all incidental costs related thereto, all as more particular described in the Engineer's Report for Assessment District No. 977B on file in the office of the City Clerk. Upon receipt of a "Payment Request Form" in substantially the form attached hereto as Exhibit "B", duly executed by the Mayor, the Treasurer or the designee of either official (each an UAuthorized Representative"), the Fiscal Agent shall pay the Project costs from amounts in the Improvement Fund directly to the contractor of such other person, corporation or entity entitled to payment hereunder unless the Issuer requests payment to be made to the contractor or such other party jointly, in which case said Project Costs shall be paid jointly. The Fiscal Agent shall be responsible for the safekeeping and investment of the monies held in the Improvement Fund and the disposi- tion thereof in accordance with the written instructions of the Issuer and this Indenture. The Fiscal Agent may rely on an executed Payment Request Form as complete authorization for said payments. 6 , Any surplus in the Improvement Fund after completion of the improve- ments shall remain in the Improvement Fund for a period of not less than two (2) nor more than three (3) years from the receipt of Bond proceeds as provided in SectioJ? 10427.1 of the California Streets and Highways Code, and thereafter shall be utilized or distributed as deter- mined by the Issuer. REDEMPTION FUND: The Fiscal Agent is hereby authorized and directed to keep a Redemption Fund designated by the name of the proceedings, into which shall be placed (i) initially, an amount from proceeds of the Bonds which, together with accrued interest, if any, on the Bonds equals the interest on the Bonds to September 2, 1991, ( ii) all sums received for the collection of the assessments and the interest thereon, together with all penalties, if applicable, and (iii) any surplus in the Improvement Fund authorized by the Issuer pursuant to Streets and Highways Code Section 10427.1 to be credited against unpaid assessments. The Issuer shall transfer or cause to be transferred all sums received for the collection of the assessments, interest and penalties thereon, and all sums received for the prepayment of assessments to the Fiscal Agent within fifteen (15) business days of the receipt thereof by the Issuer. Principal of and interest on said Bonds shall be paid by the Fiscal Agent to the registered owners out of the Redemption Fund to the extent funds on deposit in said Redemption Fund are available therefor. In all respects not recited herein, said Bonds shall be governed by the provisions of the Act. Under no circumstances shall be the Bonds or interest thereon be paid out of any other fund except as provided by law. Prior to the first redemption date there shall be established by the Fisal Agent a prepayment subaccount within the Redemption Fund to be known as the Prepayment Account ("Prepayment Account"). The Fiscal Agent shall deposit in the Prepayment Account all monies received from the Treasurer representing the principal of and redemption premium on any prepaid assessments. Such amounts shall be identified in writing to the Fiscal Agent. Such monies shall be applied solely to the payment of principal of and premium on Bonds to be redeemed prior to maturity pursuant to the provisions of Section B of this Indenture. RESERVE FUND: Pursuant to Part 16 of Division 10 of the California Streets and Highways Code, as amended, there shall be created a special reserve fund for the Bonds to be designated by the name of the Assess- ment District and specified as the "Reserve Fund". An amount equal to ten percent (10%) of the principal amount of the Bonds issued shall be deposited in the Reserve Fund out of the Bond proceeds. Monies in the Reserve Fund shall be applied by the Fiscal Agent as follows: A. Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal of or interest on the 7 Bonds on the business day preceding such date of payment, the Fiscal Agent shall transfer the amount necessary to make up such deficiency from the Reserv.e Fund to the Redemption Fund. The amounts so advanced shall b~ reimbursed upon receipt thereof by the Issuer and transfer thereof to the Fiscal Agent for deposit into the Reserve Fund from the proceeds of redemption or sale of the parcels for which payment .of delinquent installments of assessments and interest thereon have been made from the Reserve Fund. Such proceeds shall be transferred by the Issuer to the Fiscal Agent within ten (10) business days of receipt thereof by the Issuer and the F hcal Agent shall immediately deposit such proceeds in the Reserve Fund. B. In the event an unpaid assessment is paid in cash in advance of the final Bond maturity date, the Issuer is required to credit such prepaid assessment with a proportionate share of the Reserve Fund, thus reducing the total amount of the Reserve Fund. The amount to be so credited is the pro-rata share of the original amount deposited in the Reserve Fund, less any amount previously trans- ferred from the Reserve Fund to the Redemption Fund as a result of the delinquency in the payment of assessment installments for the parcel for which the assessment is being prepaid. The Issuer shall direct the Fiscal Agent in writing to transfer the amount represent- ing such credit from the Reserve Fund to the Redemption Fund. C. Interest earned on permitted investments of Reserve Fund monies shall remain in the Reserve Fund so that the amount therein may accumulate to and subsequently be maintained at the "Reserve Requirement ". "Reserve Requirement II means an amount equal to the lesser of (i) the maximum annual debt service on the Bonds, (ii) 125\ of the average annual debt service on the Bonds, or (iii) 10\ .of the principal amount of the outstanding Bonds. "Annual Debt Service" on the Bonds for each year ending September 2 shall equal the sum of (a) the interest falling due on the outstanding Bonds in such 12 month per iOd, assuming that the outstanding Bonds are retired as scheduled, and (b) the principal amount of the outstand- ing Bonds falling due during such 12 month period. "Average Annual Debt Service" shall mean the average annual debt service during the term of the Bonds. "Maximum Annual Debt Service" shall mean, as computed from time to time, the largest annual debt service during the period from the date of such computation through the final maturity of any outstanding Bonds. D. On June 30 of each year, any interest earned on the investment of monies on deposit in the Reserve Fund which would cause the amount therein to exceed the Reserve Requirement shall be transferred by the Fiscal Agent to the Redemption Fund and shall be credited towards unpaid assessments each year during which part of the Bonds remain outstanding. The auditor's record prepared pursuant to Section 8682 of the Act shall reflect credits against each of the unpaid assessments in the manner provided in Section 10427.1 therein in amounts equal to each assessment parcels' proportionate share of any Reserve Fund disbursement. 8 E. All sums remaining in the Reserve Fund in the year in which the last installments of the assessments become due and payable shall be credited toward the assessments as follows: Prior to June 30th of the Fiscal Year next preceding the Fiscal Year in which the last unpaid assessment installment becomes due and payable, the Issuer shall determine the amount remaining in the Reserve Fund, if any, after all sums advanced and interest thereon have been reimbursed, and shall order the same to be distributed and/or credited pursuant to its written direction in the manner set forth in Section 10427.1 of the Act, provided only that where all or any part of such assessments remain unpaid and are payable installments, the amount apportioned to each parcel shall be credited against the last unpaid assessment installment, then such excess shall be credited against the next to last unpaid assessment installment. Whenever the balance in the Reserve Fund is sufficient to retire all remaining outstanding Bonds, whether by advance retirement or other- wise, collection of the principal and interest on the assessments shall be discontinued and the Reserve Fund shall be liquidated by the Fiscal Agent pursuant to the written direction of the Issuer and utilized in the retirement of the Bonds. In the event that the balance in the Reserve Fund at the time of liqui- dation exceeds the amount required to retire all Outstanding Bonds in the issue, the excess shall be apportioned to each parcel upon which the individual assessment remained unpaid at the time the balance in the Reserve Fund was sufficient to retire all outstanding Bonds in the issue. The payments shall be made in cash by the Issuer to the respec- tive owners of the parcels except that, if the excess is not greater than one thousand dollars ($1,000), the excess may be transferred to the General Fund of the Issuer. REBATE FUND. The Fiscal Agent shall transfer into the Rebate Fund all amounts required by the Issuer to be transferred in acordance with the provisions of the Arbitrage Rebate Provisions attached hereto as Exhibit "e". Subject to the provisions of said Arbitrage Rebate Provi- sions, amounts on deposit in the Rebate Fund shall only be applied to payments made to the United States of America in accordance with written instructions of the Issuer. Notwithstanding any other provi- sions of this Indenture, all earnings on amounts on deposit in the Rebate Fund shall remain therein until paid to the Federal government. SECTION 19. Investments. Obligations purchased as investments of monies in any of the funds and accounts in which investments are authorized shall be deemed at all times to be part of such funds and accounts. Except as provided in Section 19 hereof with respect to the Reserve Fund and the Rebate Fund, all investment earnings on monies held under this Inden- ture shall, prior to the earlier of (i) the substantial completion of the works of improvement, which shall be established by receipt by the Fiscal Agent of a written notice from the Issuer stating that the autho- rized improvements have been completed, (ii) three (3) years from the date of delivery of the Bonds, or (iii) the date on which the Fiscal 9 Agent receives written notice from the Issuer stating that an amount equal to the Bond proceeds allocable to the works of improvement and authorized incidental expense have been expended ("Completion Date"), be deposited into the Improveme~t Fund. After the Completion Date, all such investment earnings. shall be deposited in the Redemption Fund. Subject to the restrictions set forth herein, monies in said funds and accounts may from time to time be invested by the Fiscal Agent at the written direction of the Issuer, or if no such written direction is given, in Authorized Investments (as defined hereinafter) and described in (7) below, provided that: (a) Monies in the Improvement Fund shall be invested in obligations which will by their terms mature as close as practicable to the date the Issuer estimates the monies represented by the particular investment will be needed for withdrawal from such fund; (b) Monies in the Redemption Fund shall be invested only in obliga- tions which will by their terms mature on such dates so as to ensure the payment of principal of and interest on the Bonds as the same become due; and (c) Half of the monies in the Reserve Fund may be invested in obliga- tions which shall mature not more than five (5) years from the date of purchase by the Fiscal Agent and the balance may be invested in obligations which shall mature not more than ten years from the date of purchase by the Fiscal Agent, provided that no such obligation shall mature later than the final maturity of the bonds. The Fiscal Agent shall sell at the best price reasonably obtainable or present for redemption any obligations so purchased whenever it may be necessary to do so in order to provide monies to meet any payment or transfer for such funds and accounts or from such funds and accounts. For the purpose of determining at any given time the balance in any such funds or accounts, any such investments constituting a part of such funds and accounts shall be valued at the lesser of their market value or cost. Notwithstanding anything herein to the contrary, the Fiscal Agent shall not be responsible for any loss from any investments pursuant to this Indenture. "Authorized securities District: Investments" means any of the following to the extent such are eligible for the legal investment of funds of the (1) United states indebtedness, United States interest; Treasury notes, bonds, bills or those for which the faith is pledged for the payment or certif icates of and credit of the of principal and (2) Time certificates of deposit or negotiable certificates of deposit issued by a state or nationally chartered bank or trust company, including the Fiscal Agent, or a state or federal savings and loan association; provided, that such certificates of deposit shall be (i) continuously and fully insured by the Federal Deposit 10 Insurance Corporation or the Federal Sav ings and Loan Insurance Corporation, or (ii) issued by any bank or trust company organized under the laws of any state 9f the United States of America or any national banking association (including the Fiscal Agent) having a combined capital and surplus of at least one hundred million dollars ($100,000,000), and such certificates shall have maturi- ties of six (6 )months or less, or (iii) continuously and fully secured by such securities as are described in clause (1) above, which securities shall have a market value (as determined on a marked-to-market basis calculated at least weekly, and exclusive of accrued interest) of not less than the principal amount of such certificates of deposit; (3) Bills of exchange or time drafts drawn on and accepted by a commer- cial bank (including the Fiscal Agent), otherwise known as bankers' acceptances, which are eligible for purchase by members of the Federal Reserve System; prov ided, that purchases of eligible bankers' acceptances may not exceed two hundred seventy (270) days' maturity; (4) Commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical rating as provided by either Moody's or Standard & Poor's, which commercial paper is limited to issuing corporations that are organized and operating within the United States of America and that have total assets in excess of five hundred million dollars ($500,000,000) and that have an "A" or higher rating for the issuer's debentures, other than commer- cial paper, as provided by either Moody's or Standard & Poor's; provided, that purchases of eligible commercial paper may not exceed one hundred eighty (180) days' maturity nor represent more than ten percent (10%) of the outstanding commercial paper of an issuing corporation; (5) Any repurchase agreement with any bank or trust company organized under the laws of any state of the United States of America (including the Fiscal Agent) or any national banking association or government bond dealer reporting to, trading with and recog- nized as a primary dealer by, the Federal Reserve Bank of New York, which agreement is secured by anyone or more of the securities described in clause (1) above; provided, that the under- lying securities are (i) required by the repurchase agreement to be held by any such bank, trust company or primary dealer having a combined capital and ~urplus of at least one hundred million dollars ($100,000,000) and being independent of the issuer of such repurchase agreement, and (ii) maintained at a market value (as determined on a marked-to-market basis calculated at least weekly) of not less than 103% of the amount so invested; and, (6) BondS, notes, warrants or other evidence of indebtedness of the State of California or of any political subdivision or public agency thereof which are rated in one of the two highest short- term or long-term rating categories by either Moody'S or Standard & Poor's. 11 1- (7) Units of a taxable government money market portfolio restricted to obligations issued or guaranteed as to payment of principal and interest by the full faith and credit of the United States govern- ment or repurchase agreements collateralized by such obligations. (8) The Local Agency Investment Fund established pursuant to Section 16429.1 of the Government' Code of the State of California. SECTION 20. No Issuer Liability. It is hereby further determined and declared that the Issuer will not obligate itself to advance any available funds from its Treasury to cure any deficiency or delinquency which may occur in the Bond Redemption Fund by failure of property owners to pay annual special assessments. This determination shall be clearly set forth and stated in the title of the Bonds to be issued pursuant to these proceed- ings as authorized and required by Section 8769 of the Streets and Highways Code of the State of California. SECTION 21. Covenant for superior Court Foreclosure. In the event of delinquency in the payment of any installments of unpaid assessments, the Issuer does covenant for the benef it of the owners of the Bonds that it will review assessment records of the County not later than August 1 of each year to determine the amount of the assessments collected in the prior fiscal year. If the cumulative delinquencies in the payment of assess- ment installments throughout the Assessment District exceed five percent (5\), the Average Annual Debt Service on the Bonds, the Issuer shall commence foreclosure action(s) on all parcels for which the payment of assessment installments are delinquent in the Superior Court of the State of california (Part 14, Division 10, "Improvement Bond Act of 1915", Streets and Highways Code) on or before November 1 of each year, and diligently prosecute and pursue such foreclosure proceedings to judgment and sale. Initiation of such foreclosure actions may be deferred in any fiscal year if the Reserve Fund is maintained at an amount at least equal to the Reserve Requirement. SECTION 22. Covenant to Maintain Tax-Exempt Status. The Issuer covenants that it will not make any use of the proceeds of the Bonds issued hereunder which would cause the Bonds to become "arbitrage bonds" subject to Federal income taxation pursuant to the provisions of Section 148(a) of the Code, or to become "Federally-guaranteed obligations" pursuant to the provisions of Section 149 (b) of the Code, or to become "private activity bonds" pursuant to the provisions of section 141 (a) of the Code. To that end, the Issuer will comply with all applicable require- ments of the Code and all regulations of the United States Department of Treasury issued thereunder to the extent such requirements are, at the time, applicable and in effect. Additionally, the Issuer agrees to implement and follow each and every recommendation provided by bond counsel and deemed to be necessary to be undertaken by the Issuer to ensure compliance with all applicable provisions of the Code in order to preserve the exemption of interest on the Bonds from Federal income taxation. SECTION 23. Covenant Regarding Arbitrage. The Issuer shall not take or permit nor suffer to be taken any action with respect to the gross proceeds of the Bonds as such term is defined under the Code which, if such action had 12 been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds, would have caused the Bonds to be "aJ;bitrage bonds" within the meaning of Section 148 of the Code and the .regulations promulgated thereunder. SECTION 24. Order to Print and Authenticate Bonds. The Treasurer is hereby instructed to cause Bonds, as set forth above, to be printed, and to proceed to cause said Bonds to be authenticated and delivered to an authorized representative of the purchaser, upon payment of the purchase price as set forth in the accepted proposal for the sale of Bonds. SECTION 25. Arbitrage Certificate. On the basis of the facts, estimates and circum- stances now in existence and in existence on the date of issue of the Bonds, as determined by the Treasurer, said Treasurer is hereby autho- rized to certify that it is not expected that the proceeds of the issue will be used in a manner that would cause such obligations to be arbitrage Bonds. Such certification shall be delivered to the purchaser together with the Bonds. SECTION 26. Fiscal Aqent. The Issuer hereby appoints Security Pacific National Bank as Fiscal Agent for the Bonds and approves the Fiscal Agent Agree- ment by and between the Issuer and said Fiscal Agent, which Agreement is on file in the office of the City Clerk of the Issuer. The Fiscal Agent is hereby authorized to and shall mail interest payments to the Bondowners, select Bonds for redemption, give notice of redemption of Bonds, maintain the Bond register and maintain and administer the Redemption Fund, the Reserve Fund, the Improvement Fund and the Rebate Fund. The Fiscal Agent is hereby authorized to pay the principal of and premium, if any, on the Bonds when the same are duly presented to it for payment at maturity or on call and redemption, to provide for the registration of transfer and exchange of Bonds presented to it for such purposes, to provide for the cancellation of BondS, all as provided in this Indenture, and to provide for the authentication of Bonds, and shall perform all other duties assigned to or imposed on it as provided in this Indenture. The Fiscal Agent shall keep accurate records of all funds administered by it and all Bonds paid and discharged by it. The Fiscal Agent initially appointed, and any successor thereto, may be removed by the Issuer and a successor or successors may be appointed. So long as any Bonds are outstanding and unpaid the Fiscal Agent and any successor or successors thereto desig- nated by the Issuer shall continue to be Fiscal Agent of the Issuer for all of said purposes until the designation of a successor or successors as Fiscal Agent. The Issuer.shall compensate the Fiscal Agent for the performance of its services hereunder pursuant to the Fiscal Agent Agreement. A Fiscal Agent appointed hereunder may resign at any time upon 90 days' written notice and after appointment of a successor. Upon merger, consolidation or reorganization of a Fiscal Agent, the Issuer will appoint a new Fiscal Agent, which may be the corporation resulting from such reorganization. 13 SECTION 27. Liability of Fiscal Aqent. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds shall be taken as statements, promises, covenants and agreements of the Issuer, and the Fiscal Agent assumes no responsibility for the correctness of the same and makes no representations a8 to the validity or sufficiency of this Indenture or of the Bonds, and shall incur no responsibility in respect thereof other than in 'connection with its duties or obligations herein, or in the Bonds or in the certificate of authorization assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall be under no responsibility or duty with respect to the issuance of the Bonds for value. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent shall be protected in acting on any notice, resolution, request, consent, certificate or other document believed by it to be genuine and to have been signed or presented by the proper party. SECTION 26. Defeasance. If all outstanding Bonds shall be paid and discharged in anyone or more of the following ways: (a) by paying or causing to be paid the principal of and interest with respect to all Bonds outstanding, as and when the same become due and payable; (b) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the Redemption Fund and the Reserve Fund, is fully sufficient to pay the principal of and interest on all Bonds outstanding as and when the same shall become due and payable; or (c) by depositing with the Fiscal Agent, in trust, direct obligations of, or obligations guaranteed by, the United States of America, in which the Issuer may lawfully invest its money, in such amount as a firm of certified public accountants selected by the Issuer shall determine, at the expense of the Issuer, will, together with the interest to accrue thereon and monies then on deposit in the Redemption Fund and the Reserve Fund together with the interest to accrue thereon, be fully sufficient to pay and discharge the principal of and interest on all Bonds outstanding as and when the same shall become due and payable; then, at the election of the Issuer, and notwithstanding that any Bonds shall not have been surrendered for payment, all obligations of the Issuer under this Indenture with respect to the Fiscal Agent shall cease and terminate, except for the obligation to pay the fees and expenses of the Fiscal Agent incurred to such date of deposit and any indemnifications which by their terms survive the termination of this Indenture, and with respect to all outstanding Bonds shall cease and terminate, except for the obligation of the Fiscal Agent to payor cause to be paid to the owners of the Bonds not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the Fiscal Agent. Any funds held by the Fiscal Agent, at the time of receipt of such notice from the Issuer, which are not required for the purpose above mentioned, shall be paid over to the Issuer. 14 SECTION 29. Purpose. Proceeds from the Bonds shall be used for payment of the costs and expenses of the authorized public capital facilities, and all appurtenances and incidental costs as set forth above. SECTION 30. provisions Constitute Contract. The provisions of this Indenture and the Bonds shall constitute a contract between the Issuer and the bondowners and the provision... hereof and thereof shall be enforceable by any bondowner for the equal benefit and protection of all bondowners similarily situated by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be authorized under the laws of the State of California in any court of competent jurisdiction. Said contract is made under and is to be construed in accordance with the laws of the state of California. After the issuance and delivery of the Bonds this Indenture shall not be subject to recission, but shall be subject to modification to the extent and in the manner provided in this Indenture, but to no greater extent and in other manner. SECTION 31. Unclaimed Funds. Notwithstanding any provisions of this Indenture, subject to applicable state escheat laws, any monies held by the Fiscal Agent in trust for the paymen~ of the principal or premium, if any, or interest on, any Bonds and remaining unclaimed for four years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption or by declaration as provided in this Indenture), if such monies were held at such date, or four years after the date of deposit of such monies if deposited after said date when all of the Bonds became due and payable, shall be repaid to the Issuer free from the lien created by this Indenture, and all liability of the Fiscal Agent with respect to such monies shall thereupon cease and the bondowners shall, upon such payment, look only to the Issuer for payment; provided, however, that before the repayment of such monies to the Issuer as aforesaid, the Fiscal Agent may (at the cost of the Issuer) first publish at least once in a nationally recognized financial publication published in New York, New York, and Los Angeles, California, a notice, in such form as may be deemed appropriate by the Fiscal Agent, with respect to the provisions relating to the repayment to the Issuer of the monies held for the payment thereof. SECTION 32. Arbitrage Rebate Exemption Covenant. The term "bond proceeds" as used in this Section shall mean amounts actually or constructively received by the Issuer from the sale of the Bonds. The term "investment proceeds" as used in this Section means amounts actually or construc- tively received from the investment of the bond proceeds. The Issuer shall expend all of the bond proceeds, other than bond proceeds deposited in the Reserve Fund, and all of the investment proceeds (including investment proceeds received from the investment of bond proceeds deposited in the Reserve Fund) for the purposes for which the Bond has been authorized to be issued, within six (6) months follow- ing the date of delivery of the Bonds to the initial purchaser thereof. 15 1- In determining the amount to be expended in accordance with the previously described requirement, investment proceeds shall be limited to amounts earned on the bond proceeds before the close of the six (6) month period described hereinabove. In the event that the Issuer does not satisfy the expenditure require- ments of this Section, the Issuer shall assure compliance with applic- able requirements contained in the Code for rebate to the federal government of excess investment earnings, if any, with respect to earnings on the bond proceeds, the investment proceeds, and on other applicable funds. Notwithstanding any other provision of this Section, the Issuer shall assure compliance with applicable requirements contained in the Code for rebate to the federal government of excess investment earnings, if any, with respect to earnings on the Reserve Fund and on other applic- able funds after the date which is six (6) months from the date of delivery of the Bonds to the initial purchaser thereof. IN WITNESS WHEREOF, the Issuer has executed this Bond Indenture effective the date first written hereinabove. 16 Res. 91-132 EXHIBIT. "A" MATURITY SCHEDULE YEAR PRINCIPAL INTEREST RATE 17 I Res. 91-132 EXHIBIT "B" PAYMENT REQUEST FORM (Attach duplicate original of Payee's statement(s) or invoice(s)) PROGRESS PAYMENT FULL/FINAL PAYMENT The Fiscal Agent is hereby requested to pay from the city of San Bernardino, Assessment District No. 977B Improvement Fund established by the Bond Indenture dated April 15, 1991, to the person, corporation or other entity designated below as Payee, the sum set forth below such designation, in payment of the Project Costs described below. The amount shown below is due and payable under a purchase order, contract or other authorization with respect to the Project Costs described below and has not formed the basis of any prior request for payment. Payee: Address: Amount: $ Description of Project Costs or portion thereof accepted by the Treasurer on behalf of Assessment District No. 977B, and authorized to be paid to the Payee: ---\,0 b<-.\:cS b1 c'fL ~,(e( -,\ye~,r f"iJo'10( ! or..: I " ,('Q,e. , 0~?\:'1 . \ ,yv Vrr,' V" , ()\\:\ C, ;-r\,c, v Executed by Authorized Representative of the City of San Bernardino Signature: Name: Title: Dated: Payment Request No. 18 Res. 91-132 EXHIBIT .C. ARBITRAGE REBATE PROVISIONS This document sets forth instructions regarding the investment and disposition of monies deposited in various funds and accounts established for the City of San Bernardino ("Issuer") Assessment District No. 977B in aggregate principal amount of $1,013,048.90 ("Bonds"). THE INSTRUCTIONS SET FORTH IN THIS DOCUMENT SHALL APPLY ONLY TO THE PROCEEDS OF THE BONDS DEPOSITED INTO THE RESERVE FUND PROVIDED THAT THE CITY HAS COMPLIED WITH THE EXPENDITURE REQUIREMENT CONTAINED IN SECTION 32 OF THE BOND INDENTURE. The purpose of these instructions is to provide the Issuer with information necessary to ensure that the investment of the monies in the funds and accounts described herein will comply with the arbitrage limitations imposed by the Internal Revenue Code of 1986. DEFINITIONS For purposes of these instructions, the following terms shall have the meanings set forth below: Bond Year. The term "Bond Year" means the 12 month period commencing on the Delivery Date of the Bonds and each 12 month period thereafter. Code. The term "Code" means the Internal Revenue Code of 1986. Delivery Date. The term "Delivery Date" means the date the Bonds are delivered to the initial purchaser. Excess Investment Earnings. equal to the Bum of: The term "Excess Investment Earnings" means an amount (1) The excess of (a) The aggregate amount earned from the date of delivery of the Bonds on all Non-purpose Obligations in which Gross Proceeds of the Bonds are invested (other than amounts attributable to an excess described in this paraqraph ( 1) ), over (b) The amount that would have been earned if the Yield on such Non-purpose Obligations (other than amounts attributable to an excess described in this paragraph (1)) had been equal to the Yield on the Bonds, plus (2) Any income attributable to the excess described in paragraph (1). Gross Proceeds. The term "Gross Proceeds" means the sum of the following amounts: (1) Or ig inal proceeds, L e., the. net amount after payment of all expenses of issuance of the Bonds received by the Issuer as a result of the sale of the Bonds, excluding original proceeds of the Bonds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; 19 (2) Investment proceeds, Le., amounts received at any time by the Issuer, such as interest and dividends, resulting from the investment of any original proceeds (as referenced in (2) above) or investment proceeds in Non-purpose obligations, increased by any profits and decreased 1if necessary, below zero) by any losses on such investments, excluding. investment proceeds which become transferred proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in whole or in part the Bonds; (3) Sinking fund proceeds, i.e., amounts, other than original proceeds, investment proceeds or transferred proceeds (as referenced in (1) above) of the Bonds, which are held in the Redemption Fund and any other fund to the extent that the Issuer reasonably expects to use such other funds to pay principal or interest on the Bonds; (4) Amounts in the Reserve Fund and in any other fund established as a reasonably required reserve or replacement fund; (5) Amounts, other than as specified in this definition, used to pay principal and interest on the Bonds; and, (6) Amounts received as a result of investing amounts described in this definition. Investment Property. The term "Investment Property" means any security (as defined in Section 165(g)(2)(A) or (B) of the Code), obligation, annuity or investment-type property within the meaning of Section 14B(b)(2) of the Code in which Gross Proceeds are invested, but, excluding, however, ob~igations of the type described in Notice 87-22 published in the Internal Revenue Bulletin 1987-10 on March 9, 1987, and other property excluded under the Regulations. Non-purpose Obliqation. The term "Non-purpose Obligation" means any Investment Property which is acquired with the Gross Proceeds of the Bonds and is not acquired in order to carry out the governmental purpose of the Bonds. purchase Price. The term "Purchase Price", for the purpose of computation of the Yield of the Bonds, has the same meaning as the term "Issue Price" in sections 1273(b) and 1274 of the Code, and, in general, means the initial offering price to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds are sold. The term "Purchase Price", for the purpose of computation of Yield of Non-purpose Obligations means the fair market value of the Non-purpose Obligation on the date of use of Gross Proceeds of the Bonds for acquisition thereof, or if later, on the date that Investment Property constituting a Non-purpose Obligation becomes a Non-purpose Obligation of the Bonds. Regulations. The term "Regulations" means temporary and permanent Regulations promulgated under Section 148 of the Code. Yield. The term "Yield" means that yield 'which, when used in computing the present worth of all payments of principal and interest (or other payments in the case of Non-purpose Obligations which require payments in a form not characterized as princi- pal and interest) on a Non-purpose obligation or on the Bonds produces an amount equal to the Purchase pr ice of such Non-purpose Obligation or the Bonds, all computed as prescribed in applicable Regulations. 20 REBATE PROVISIONS Creation of Rebate Fund. The Fiscal Agent must create a Rebate Fund. Annually, on the last day of each Bond Year, or on the preceding business day in the event that such last day is not a business day, -the Issuer shall provide written instructions to the Fiscal Agent directing the Fiscal Agent to transfer from the Improvement Fund, Reserve Fund and Redemption Fund, as appropriate, for purposes of ultimate rebate to the United States, an amount equal to Excess Investment Earnings. Calculation of Excess Investment Earnings. Prior to the last day of the first Bond Year, the Issuer shall calculate the Excess Investment Earnings. Thereafter, prior to the last day of each Bond Year and on the date of retirement of the Bonds, the Issuer shall calculate the amount of Excess Investment Earnings. This calculation shall be made or caused to be made by the Issuer in accordance with the following rules: (1) Except as provided in paragraph (2) below, in determining the amount described in paragraph (l)(a) of the definition of Excess Investment Earnings, the aggre- gate amount earned on Non-Purpose Obligations shall include (i) all income realized under Federal income tax accounting principles (whether or not the person earning such income is subject to Federal income tax) with respect to such Non-purpose Obligations and with respect to the reinvestment of investment receipts from such Non-purpose Obligations (without regard to the transaction costs incurred in acquiring, carrying, selling or redeeming such Non-purpose Obligations), including, but not limited to, gain or loss realized on the dispo- sition of such Non-purpose Obligations (without regard to when such gains are taken into account under Section 453 of the Code relating to taxable year of exclusion of gross income), and income under Section 1272 of the Code (relating to original issue discount) and (ii) any unrealized gain or loss as of the date of retirement of the Bonds in the event that any Non-purpose Obligation is retained after such date. (2) Investment Property shall be treated as acquired for its fair market value at the time it becomes a Non-purpose Obligation, so that gain or loss on the dispo- sition of such Investment Property shall be computed with reference to such fair market value as its adjusted basis. (3) In determining the amount described in paragraph (l) (b) of the definition of Excess Investment Earnings, the Yield on the Bonds shall be determined based on the actual Yield of the Bonds during the period between the date of issuance of the Bonds and the date the computation is made (with adjustments for discount). (4) In determining the amount described in paragraph (ii) of the definition of Excess Investment Earnings, all income attributable to the excess described in paragraph (1) of said definition must be taken into account, whether or not that income exceeds the Yield on the Bonds, and no amount may be treated as "negative arbitrage". (5) In determining the amount described in the definition of Excess Investment Earn- ings, there shall be excluded any amount earned on any fund or account which is used primarily to achieve a proper matching of revenues and debt service within 21 each Bond Year and which is depleted at least once a year, except for reason- able carryover amount not in excess of the greater of one year's earnings on such fund or account or 1/12 of annual debt service, as well as amounts earned on said earnings. Payment to United States. The Issuer shall provide the Fiscal Agent with written instructions directing the Fiscal Agent to' pay from the Rebate Fund an amount equal to Excess Investment Earnings to the United States in installments with the first payment to be made not later than thirty (30) days after the end of the fifth Bond Year, and with subsequent payments to be made not later than five (5) years after the preceding payment was due. The Issuer shall assure that each such installment is in an amount equal to at least ninety percent (90\ > of the Excess Investment Earnings with respect to the Bonds as of the close of the computation period. Not later than sixty (60) days after the retirement of the Bonds, the Issuer shall provide the Fiscal Agent with written instructions directing the Fiscal Agent to pay from the Rebate Fund to the United States one hundred percent (100\> of the thereto- fore unpaid Excess Investment Earnings of the Bonds. In the event that there are any amounts remaining in the Rebate Fund following the payment required by the preceding sentence, the Issuer shall request in writing that the Fiscal Agent transfer such funds to the Issuer and use such amount for any lawful purpose of the Issuer. The Issuer shall cause the Fiscal Agent to remit payments to the United States at the address prescribed by the Regulations as the same may be from time to time in effect with such reports and statements as may be prescribed by such Regula- tions. In the event that, for any reason, amounts in the Rebate Fund are insuffi- cient to make the payments to the United States which are required hereunder, the Issuer shall assure that such payments are made to the United States on a timely basis from any funds lawfully available therefor. Further Obligation of Issuer. The Issuer shall assure that Excess Investment Earnings are not paid or disbursed except as provided in these instructions. To that end, the Issuer shall assure that investment transactions are on an arms-length basis. In the event that Non-purpose Obligations consist of certificates of deposit or investment contracts, investment in such Non-Purpose Obligations shall be made in accordance with the procedures described in applicable Regulations as from time time in effect. MAINTENANCE OF RECORDS. The Issuer shall keep and retain for a period of six (6) years following the retirement of the Bonds, recorda of all determinations made pursuant to these Instructions. * * . * 22 Res. 91-132 CITY OF SAN BERNARDINO 1915 ACT LIMITED OBLIGATION IMPROVEMENT BONDS ASSESSMENT DISTRICT NO. 977B PURCHASE CONTRACT April _, 1991 Mayor and Common Council City of San Bernardino 300 North "0" Street San Bernardino, California 92418 Dear Mayor and councilmembers: Bateman Eichler, Hill Richards, a division of Kemper Securities Group, Inc. (the "Underwriter"), acting not as fiduciary or agent for you, but on behalf of itself, offers to enter into this Purchase Contract with the City of San Bernardino (the "City"), which upon acceptance will be binding upon the city and upon the Underwriter. This offer is made subject to the city's acceptance by the execution of this Purchase Contract and its delivery to the Underwriter at or before 11:59 p.m., local time, on the date set forth herein above, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the city at any time prior to the acceptance hereof by the City. 1. Purchase. Sale and Deliverv of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the ci ty, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the City of San Bernardino 1915 Act Limited Obligation Improvement Bonds for Assessment District No. 977B (the "Bonds"), in an aggregate principal amount not to exceed $1,013,048.90, dated as of April 2, 1991 bearing interest from said date (payable on March 2 and September 2 in each year commencing September 2, 1991) at such rates per annum and maturing on such dates and in such amounts as set forth in the form of "Exhibit A"hereto. The Bonds shall be substantially in the form described in, shall be issued upon satisfaction of the contingencies set forth in, shall be secured under the provisions of, and shall 1 be payable and subject to redemption as provided in a Bond Indenture adopted by the city on April __, 1991, (as amended from time to time, the "Indenture"), the Preliminary Official statement relating to the Bonds attached hereto as Exhibit "B" (the "Preliminary Official statement") and the Improvement Bond Act of 1915, constituting Division 10 of the streets and Highways Code of the state of California (the "Act"). (b) By its acceptance of this proposal, the city approves the Preliminary Official statement and the final official statement relating to the Bonds (the "Official statement") consisting of the Preliminary Official statement with such changes as may be made thereto, with the approval of the city's Attorney, the City's Bond Counsel and the Underwriter, from time to time prior to the Closing Date. The city hereby authorizes the Underwriter to use and distribute in connection with the offer and sale of the Bonds: the Preliminary Official statement, the Official statement the Indenture, this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the city to the Underwriter in connection with the transactions contemplated by this Purchase Contract. (c) Except as the City and the Underwriter may otherwise agree, the city will deliver to the Underwriter at 9:00 a.m. local time, on or before April ,1991 or such later date as may be acceptable to the Underwriter (the "Closing Date"), (i) at the offices of Brown, Harper, Burns and Hentschke, in San Diego, California, the Bonds, in definitive form (all Bonds being lithographed on steel engraved borders and bearing CUSIP numbers), duly executed by the city in the manner provided for in the Indenture and the Act; and (ii) at the offices of Brown, Harper, Burns and Hentschke, San Diego, California, the other documents hereinafter mentioned and the Underwriter will accept such delivery and pay the purchase price of the Bonds by certified or official bank check payable in immediately available funds (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be made available to the Underwriter not later than 24 hours prior to the Closing Date for purposes of inspection and packaging. The Bonds shall be in fully registered form and shall be registered in accordance with instructions to be supplied to the city by the Underwriter. 2. Representations. The city represents underwriter that: Warranties and Aqreements of the ci tv. and warrants to and agrees with the (a) under the has, and power and The city is duly organized and validly existing Constitution and laws of the State of California and at the Closing Date will have, full legal right, authority (i) to enter into this Purchase Contract, 2 (ii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated by this Purchase Contract, the Indenture, the Official statement and any city resolutions or agreements referred to therein. (b) Date be in Indenture, agreements The city has complied, and will at the Closing compliance, in all material respects, with the the Act, and all other applicable laws and the referred to in subsection (a) hereof. (c) The city has, or prior to the closing Date, will have, duly and validly: (i) adopted the Indenture and approved and authorized the execution and delivery of the Bonds, this Purchase Contract, the Official statement and any other applicable agreements; and (ii) authorized and approved the performance by the city of its obligation contained in, and the taking of any and all action as may be necessary to carry out, given effect to and consummate the transactions contemplated by, each of said documents; and at the Closing Date (assuming due authorization, execution and delivery by the respective other parties thereto, where necessary) the Bonds, the Indenture, this Purchase Contract, and any other applicable agreements will constitute the valid, legal and binding obligations of the city, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. (d) The City is not, and at the Closing Date will not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or default under any law or administrative rule or regulation of the state of California, the United states of America, or of any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order, or any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound; and the adoption of the Indenture, and the execution and delivery of the Bonds, this Purchase Contract, any other applicable agreements and the other city instruments contemplated by any of such documents to which the city is a party, and compliance with the provisions of each thereof, will not, in any respect material to the transactions referred to herein or contemplated hereby, conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the state of California, the united states of America, or of any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the city is a party or is otherwise subject or bound. 3 (e) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the city of its obligations hereunder and under the Indenture, the Bonds and any other applicable agreements have been obtained and are in full force and effect. (f) The Bonds, the Indenture, and other applicable agreements conform as to form and tenor to the descriptions thereof contained in the Official statement; and the Bonds, when delivered to and paid for by the Underwriter on the Closing date as provided herein, will be validly issued and outstanding and entitled to all the benefits and security of the Indenture. (g) The Official statement and pursuant to the and legally binding been levied, all as special assessments referred to in the have been duly and lawfully levied under Act, and such assessments constitute valid liens on the properties on which they have described in the Official statement. (h) Except as disclosed in the Official statement, there are no outstanding assessment liens against any of the properties within the city's Assessment District No. 977B (the "Assessment District") which are senior to the assessment liens referred to in paragraph (g) hereof. ( i) To the best knowledge of the ci ty after diligent inquiry, the Preliminary Official statement is, and the Official statement will be, as of the Closing Date, true, correct and complete in all material respects; and, to the best knowledge of the City after diligent inquiry, the Preliminary Official statement does not, and the Official statement will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not miSleading. (j) During the period commencing on the date hereof and ending on the date 90 days following the Closing Date, if any event shall occur of which the City has knowledge and as a result of which it may be necessary to supplement the Official statement in order to make the statements therein, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter thereof and, if in the opinion of the Underwriter such event requires an amendment or supplement to the Official statement, the City will at no expense to the Underwriter amend or supplement the Official statement in a form and manner jointly approved by the city and the Underwriter. 4 (k) The Indenture creates a valid pledge of, lien upon and security interest in the unpaid assessments in the Assessment District and the interest thereon and the moneys in all funds and accounts established pursuant to the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. (1) To the best knowledge of the City after diligent inquiry, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body (except for actions filed by or on behalf of the City) is pending or threatened, in any way affecting the existence of the city or the titles of its officers to their respective offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accord with the Indenture, the collection or application of assessment pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the assessments, the Bonds, the Indenture, any other appl icable agreements, this Purchase Contract, or any action of the city contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official statement or the powers of the City or its authority with respect to the Bonds, the Indenture, any other applicable agreements, this Purchase Contract or any action of the City contemplated by any of said documents, or in any way seeking to enjoin or restrain the city from approving the development of any of the property within the Assessment District, or which would adversely affect the exclusion from gross income for purposes of federal income taxes of interest paid on the Bonds or the exemption of such interest from California personal income taxation; nor to the best knowledge of the City is there any basis therefor. (m) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the united states as the Underwriter may designate; provided, however, that the city shall not be required to consent to service of process outside of California. (n) Any certificate signed by any official of the city authorized to do so shall be deemed a representation and warranty by the city to the Underwriter as to the statements made therein. 5 (0) The City will apply the proceeds of the Bonds to the acquisition of public improvements of benefit to the Assessment District in accordance with the Indenture and all other applicable documents and as described in the Official statement. (p) The city will not invest or otherwise use proceeds of the Bonds in any manner which would cause the Bonds to be considered arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended. (q) The City will give reasonable notice to the Underwriter prior to its approval of any reapportionment of any assessment so as to provide the Underwriter with an opportunity to advise the city whether and to what extent such reapportionment would result in a reduction in the security for the Bonds provided by the unpaid assessment. (r) The city will, at the Underwriter's request, take any action reasonably necessary to assure or maintain the exclusion from gross income for purposes of federal income taxes of interest on the Bonds and will not take any action, or permit any action to be taken with respect to which it may exercise control, which would result in the loss of that exclusion. (s) The City will not refund some, but not all, of the Bonds if, as a result of such refunding, the average value to lien ratio applicable to parcels with unpaid assessments securing the Bonds which were not refunded would be less than an average 7.1:1 lien to value ratio. 3. Conditions to the Obliqations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein as of the date hereof and as of the closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City, as well as of the other individuals referred to herein, made in any certificates or other documents furnished pursuant to the provisions hereof; to the performance by the ci ty of its obligations to be performed hereunder at or prior to the Closing Date; and to the following additional conditions: (a) At the closing Date, the Indenture, and any other applicable agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase contract, all such actions as, in the opinion of Brown, 6 Harper, Burns and Hentschke ("Bond Counsel"), shall be necessary and appropriate; (b) At the closing Date, the Official statement shall be in form and substance satisfactory to the Underwriter. (c) At the Closing Date, taxes and assessments shall not be delinquent on properties within the Assessment District, except as specifically approved by the Underwriter; (d) Between the date hereof and the Closing Date, the market price or marketability of the Bonds (at the yields to be set forth in Exhibit A) shall not have been materially adversely affected, in the judgment of the underwriter (evidenced by a written notice to the city terminating the obligation of the underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: (i) legislation introduced in or enacted by the Congress or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the united States of America or by the Tax Court of the united States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United states of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by any holder of a Bond; (ii) legislation introduced in or enacted (or resolution passed) by the congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official 7 , , statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; (iii) a general suspension of trading in securities on the New York stock Exchange or the American stock Exchange, the establishment of minimum prices on either such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading in securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, state of New York or state of California officials authorized to do so, or a war or other national calamity; (iv) the withdrawal or downgrading of any rating of any securities of the City by a national rating agency; (v) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the city, its property, income, securities (or interest thereon), the validity or enforceability of the assessment; (vi) the New York stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (vii) any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official statement, or has the effect that the Official statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not miSleading; or (viii) general political, economic and market conditions which, in the sole opinion of the Underwriter, shall not be satisfactory to permit the sale of the Bonds. (e) At or prior to the Closing Date, the Underwriter shall have received two counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter: (i) the Official statement, executed on behalf of the City by the mayor or an authorized member of its 8 , . City Council, or such other city official as may be approved by the underwriter; (ii) the Indenture, together with a certificate of the City Clerk of the City, dated as of the closing Date, to the effect that it is a true, correct and complete copy of the one duly adopted by the city and that it has not been amended, modified or rescinded (except as may have been agreed to by the Underwriter) and is in full force and effect as of the Closing Date; (iii) an unqualified opinion, dated the Closing Date and addressed to the City, of Bond Counsel to the effect that the Bonds are the valid, legal, binding obligations of the city and that the interest thereon is excluded from gross income for purposes of federal income taxes, if not a specific preference item for purposes of federal individual and corporate alternative minimum taxes and is exempt from personal income taxes of the state of California, all as provided in the Official statement, together with an unqualified opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; (iv) an opinion, dated the Closing Date and addressed to the Underwriter, of Bond Counsel to the effect that (1) this Purchase Contract has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Underwriter, constitutes a legal, valid and binding agreement of the city, enforceable in accordance with its terms, subj ect to bankruptcy , insolvency and other laws affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought; (2) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; (3) the Bonds and the Indenture conform as to form and tenor to the descriptions thereof contained in the Official Statement, and the statements contained in the Official Statement on the cover and under the captions "Introductory Statement", "The Bonds", "Security for the Bonds", "Special Risk Factors", "Miscellaneous Legal Opinion", and "Miscellaneous Tax Exempt", insofar as such statements purport to summarize certain provisions of the Act, the Bonds, the Indenture, and other applicable laws and agreements, present a fair and accurate summary of such provisions, and such summaries do not contain any untrue statements of a material fact or omit to state a material fact required to be stated in the Official 9 statement or necessary to make the statements made therein, in the light of the circumstances under which they are made, not misleading in any material respect; (4) the Indenture and the Bonds constitute legal, valid and binding agreements of the city enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general and the application of equitable principles if equitable remedies are sought; (5) the Indenture creates a val id pledge of, lien upon and security interest in the proceeds of the Bonds, the unpaid assessments in the Assessments District and the interest thereon, and the moneys in all funds and accounts established pursuant to the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein; (6) the assessments in the Assessment District have been duly and lawfully levied under and pursuant to the Act and constitute valid and legally binding liens on the respective properties on which they were levied; and (7) based upon the information provided to such counsel in the course of their participation in the preparation of the Official statement and (except as provided above) without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official statement, such counsel have no reason to believe that the Official statement (except for the financial and statistical data included therein and assumptions with respect thereto, as to which no view need be expressed) as of the date of the Official statement omitted, or as of the Closing Date omits, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (v) an opinion, dated the Closing Date and addressed to the Underwriter, of Brown, Harper, Burns and Hentschke, Bond Counsel, to the effect that (1) the Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended, and (2) based upon the information made available to them in the course of their participation in the preparation of the Official Statement as bond counsel and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, such counsel do not believe that the Official Statement, as of its date and as of the closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements 10 therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any appendices and any other financial and statistical data contained in the Official statement); and such memoranda of said firms, or of other counsel specified by the Underwriter. (vi) a certificate, dated the Closing Date and signed by the Mayor to the effect that (1) the representations and warranties of the city contained herein are true and correct in all material respects on and as of the closing Date with the same effect as if made on the Closing Date; (2) to the best knowledge of said officer, no event has occurred since the date of the Official statement which should be disclosed in the Official statement in order to make the statements and information therein not misleading in any material respect; and (3) the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Purchase Contract, the Indenture, and the Official statement at and prior to the Closing Date; (vii) An opinion, dated the Closing Date and addressed to the Underwriter, of the city Attorney, to the effect that (1) to his best knowledge after diligent inquiry no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or threatened affecting the existence of the city or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture, the collection or application of the assessment and the interest thereon to pay the principal of and interest on the Bonds, or contesting or affecting the validity or enforceability of the Bonds, the Indenture, this Purchase Contract, or action of the City contemplated by any of said documents, or contesting the completeness or accuracy of the Official statement or the powers of the city or its authority with respect to the Bonds, the Indenture, this Purchase contract, or any action on the part of the City contemplated by any of said documents, or seeking to enjoin or restrain the city from approving the development of any of the property within the Assessment District, or which challenges the exclusion of interest paid on the Bonds from gross income for purposes of federal income taxation or the exemption of such interest from California personal income taxation, nor to his knowledge is there any basis therefor; (2) the city is duly organized and validly existing under the Constitution and laws of the state of California with full legal right, power and authority to issue the Bonds and to perform all of its 11 obligations under this Purchase Contract, and the Bonds; (3) to the best of the knowledge of the City's Attorney the City has duly and validly adopted the Indenture, and it is in full force and effect; (4) to the best of the knowledge of the city's Attorney the city has duly authorized, executed and delivered this Purchase Contract and the Official statement; (5) to the best of the knowledge of the city's Attorney assuming due authorization, execution and delivery by the Underwriter, this Purchase Contract constitutes a legal, valid and binding agreement of the City enforceable in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought; and (6) the statements contained in the Official statement (excluding the Appendices thereto as to which no opinion is expressed), to the best of the knowledge of the city's Attorney and without undertaking to verify the same with independent investigation, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (viii) a transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds; (ix) a certificate, dated the Closing Date, of GFB- Friedrich & Associates, Inc. to the effect that the material contained dated as of November 13, 1990 in the Official statement under the heading "The Assessment District" does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (x) the final appraisal report of Michael Frauenthal & Associates, Inc. setting forth appraised values for the 185 parcels within the Assessment District addressed therein not less than the respective appraised values set forth in the Preliminary Official statement and a certificate of such person dated the Closing Date, confirming his consent to the reproduction of the appraisal report in the Official statement and to the effect that, as of the date hereof and as of the Closing Date, the appraisal report set forth in the Official statement and the statements in the Official statement under the caption "Land Values" did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained 12 therein, in the light of the circumstances under which they were made, not misleading; (xi) such additional legal op1n1ons, certificates (including a non-arbitrage certificate), instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the City's representations and warranties contained herein and of the statements and information contained in the Official statement and the due performance or satisfaction by the city at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the city in connection with the transactions contemplated hereby and by the Indenture and the Official statement. All the opinions, letters, certificates, instruments and other documents mentioned in this section or elsewhere in this Purchase Contract shall be deemed to be in compliance with the terms hereof if, and only if, they are in form and substance satisfactory to the Underwriter. If any of the conditions to the obligations of the Underwriter contained in this section or elsewhere in this Purchase Contract shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the city. 4. Indemnification. The City will indemnify and hold harmless the Underwriter, and each person, if any, who controls the Underwriter within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, expenses or liability, joint or several, to which they or any of them may become subject under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, or under any other statue or at common law or otherwise, and, except as hereinafter provided, will reimburse the Underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact with respect to the information contained in the Official Statement (including the appendices thereto) which the City has supplied or which related directly to the Assessment District or arise out of or are based upon the omission or alleged omission to state therein a material fact with respect to such information required to be stated therein or necessary in order to make the statements therein not misleading. Promptly after receipt by the Underwriter or any such 13 controlling person of notice of the commencement of any action in respect of which indemnity may be sought against the City under this paragraph, such person will notify the city in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the city may assume the defense of such action (including the employment of counsel, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the city. The Underwriter or any such controlling persons shall have the right to employ counsel in any such action and to provide or participate in the defense thereof, and the fees and expenses of such counsel reasonably incurred shall be at the expense of the city, provided that the city shall consent to the selection of such counsel. The city shall not be liable to indemnify any person for any settlement of any such action effected without its consent. 5. Expenses. (a) Whether or not the Underwriter accepts delivery of and pays for the Bonds as set forth herein, it shall be under no obligation to pay, and the city shall payor cause to be paid (out of the proceeds of the Bonds or any other legally available funds of the city) all expenses incident to the performance of the city's obligations hereunder, including but not limited to the cost of printing, engraving and delivering the Bonds to the Underwriter; the cost of printing, distribution and delivery of the Preliminary Official statement and the Official statement in reasonable quantities as requested by the underwriter; the fees and disbursements of Bond counsel, accountants, engineers, appraisers, and any other experts or consultants retained in connection with the Bonds; and any other expenses not specifically enumerated in paragraph (b) of this section incurred in connection with the issuance of the Bonds. (b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, the city shall be under no obligation to pay, and the Underwriter shall pay, all expenses paid or incurred to qualify the Bonds for sale under any "blue sky" laws; and all other expenses paid or incurred by the underwriter in connection with its offering and distribution of the Bonds not specifically enumerated in paragraph (a) of this section. 6. Notices. Any notice or other communication to be given to the city under this Purchase Contract may be given by delivering the same in writing to Director of Finance, city of San Bernardino, 300 North "D" street, San Bernardino, California 92418; and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Bateman Eichler, Hill Richards, a division of Kemper Securities Group, Inc. 700 14 South Flower Street, 26th Floor, Los Angeles, California 90017, Attention: Public Finance Department. 7. Parties in Interest. This Purchase Contract is made solely for the benefit of the city and the Underwriter (including successors or assignees of the Underwriter) and no other person, including but not limited to any owner of land within the Assessment District, shall acquire or have any right hereunder or by virtue hereof. 8. Survival of Representations and Warranties. The representations and warranties of the City, set forth in or made pursuant to this Purchase contract, shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the closing or termination of this Purchase Contract, regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the city and regardless of delivery of and payment for the Bonds. 9. Offerinq bv Underwriter. It is understood that the Underwriter proposes to offer the Bonds for sale to the public (which may include selected dealers) as set forth in the Official Statement. Concessions from the public offering price may be allowed to selected dealers. It is understood that the initial public offering price and concessions set forth in the Official Statement may vary after the initial public offering. It is further understood that the Bonds may be offered to the public at prices other than the par value thereof. The net premium on the sale of the Bonds, if any, shall accrue to the benefit of the underwriter. The city hereby confirms the authority and use by the Underwriter of the Official Statement. 10. Time. Time shall be of the essence of this Agreement. 11. Counterparts. This Agreement may be executed in any number of counterparts. 15 12. Effective. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance. Very truly yours, BATEMAN EICHLER, HILL RICHARDS, a divsion of Kemper Securities Group, Inc. By Senior Vice President Accepted: Its Ma or ) CITY OF SAN ~# --~ 16 Res. 91-132 EXHIBIT A TO PURCHASE CONTRACT Maturity September 2 Annual Rate Interest Debt Service Principal 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 23,048.90 25,000 25,000 30,000 30,000 35,000 35,000 40,000 40,000 45,000 45,000 50,000 55,000 60,000 65,000 70,000 75,000 80,000 90,000 95,000 Total $1,013,048.90 The purchase price for the Bonds shall be 98% plus accrued interest on the Bonds from their dated date until the Closing Date. The foregoing dates, amounts, coupon rates and purchase price have been agreed to this th day of April, 1991. CITY OF SAN BERNARDINO BATEMAN EICHLER, HILL RICHARDS a division of Kemper Securities Group, Inc. Mayor By: Senior vice President By: Res. 91-132 EXHIBIT B TO PURCHASE CONTRACT , . NEW ISSUE In the opinion of Bond Counsel, under existing law, regulations, rulings and judicial decisions, interest on the Bonds is exempt from state of California personal income taxes, is excluded from gross income for purposes of income taxation by the United states of America, and is not an item of tax preference for purposes of the alternative minimum tax imposed by the United states on individuals and corporations, subject to certain qualifications more particularly described under the heading "MISCELLANEOUS - Tax Exemption" herein. City of San Bernardino Res. 91-132 COUNTY OF SAN BERNARDINO STATE OF CALIFORNIA $1,013,048.90* CITY OF SAN BERNARDINO 1915 ACT LIMITED OBLIGATION IMPROVEMENT BONDS ASSESSMENT DISTRICT NO. 977B Dated: April 2, 1991 Due: september 2, as shown below The Bonds which comprise the issue described herein are issued by the City of San Bernardino, California (The "City") pursuant to the Improvement Bond Act of 1915, constituting Division 10 of the Streets and Highways Code, and are secured by assessments levied in proceedings conducted by the City pursuant to the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code. The Bonds are issued only as fully registered Bonds in the denomination of $5,000 each or any integral multiple thereof, except that one Bond maturing in 1992 includes an additional principal amount of $3,048.90. Interest is payable on September 2, 1991, and semiannually thereafter on March 2 and September 2 in each year. The principal of and premium, if any, on the Bonds are payable at the principal corporate trust office of Security Pacific National Bank, Los Angeles, California acting as Paying Agent, Transfer Agent, Registrar, and Fiscal Agent. Interest on the bonds is payable by check or draft mailed to the registered owners thereof. The Bonds will mature on September 2 of each of the years and in the amounts, and will bear interest at the rates, set forth in the following schedule. MATURITY SCHEDULE Maturity Interest Maturity Interest Date Amount Rate Price Date Amount Rate Price 1992 23,048.90 2002 45,000 1993 25,000 2003 50,000 1994 25,000 2004 55,000 1995 30,000 2005 60,000 1996 30,000 2006 65,000 1997 35,000 2007 70,000 1998 35,000 2008 75,000 1999 40,000 2009 80,000 2000 40,000 2010 90,000 2001 45,000 2011 95,000 The Bonds are subject to redemption on any March 2 or September 2 in advance of maturity upon giving 30 days prior notice and upon payment of the principal and interest accrued thereon to the date of redemption, plus a redemption premium of 3% of the principal amount of the Bonds to be redeemed. , . acquisition of certain pUblic improvements determined by the city to be of benefit to the properties within the City's Assessment District No. 977B. The Bonds will be secured by unpaid assessments on land within the Assessment District. Under provJ.sions of the Improvement Bond Act of 1915, installments of the principal and interest sufficient to meet annual Bond debt service requirements are to be included on the regular property tax bills sent to owners of property against which there are unpaid assessments. These annual installments are to be paid into a Redemption Fund for the Bonds and used to pay debt service on the Bonds as it becomes due. The Bonds are not secured by the general taxing power of the City, the state of California or any of its political sUbdivisions, nor is the full faith and credit of the city, the state of California or any of its political subdivisions pledged to the payment of the Bonds. The city shall not be obligated to use available funds (including any surplus funds) to purchase delinquent parcels or to pay the delinquent installment and future installments of the assessments on delinquent parcels. (see "SECURITY FOR THE BONDS, No Pledge of City Funds" herein.) The holders of the Bonds must assume, therefore, that the sole source of funds with which to cover deficiencies in the Redemption Fund will be the Reserve Fund. See the section of this Official Statement entitled "SPECIAL RISK FACTORS" for a discussion of special factors which should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Bonds. The Bonds are offered when, as and if issued, subject to approval of Brown, Harper, Burns and Hentschke, San Diego, California, Bond Counsel. The Bonds are expected to be available for delivery on or about April ___, 1991, in New York, New York. Bateman Eichler, Hill Richards, a division of Kemper Securities Group, Inc. Dated April , 1991 " No dealer, broker, salesman or other person has been authorized by the city of San Bernardino or the Underwriter to give any information or to make any representations other than those contained in this Official statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the City of San Bernardino and other sources which are believed to be reliable, but, such information is not guaranteed as to accuracy or completeness and such information is not to be construed as a representation by the Underwriter. The information and expression of opinions herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the city of San Bernardino or Assessment District No. 977B. The summaries and references to the legislation and resolutions relating to the authorization, sale and issuance of the Bonds, and to other statutes and documents referred to herein do not purport to be comprehensive or definitive and are qualified in their entirety by reference to each such statute and document. This Official Statement is not to be construed as a contract between the City of San Bernardino or the Underwriter and the purchaser or owner of any of the Bonds. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. Res. 91-132 , , , , CITY OF SAN BERNARDINO Common Council W.R. Holcomb, Mayor Esther R. Estrada, Councilperson Tom Minor, Councilperson Jess Flores, Councilperson Michael Maudsley, Councilperson Valerie Pope-Ludlam, Councilperson Jack Reilly, Councilperson Norine Miller, councilperson city Staff Shauna Edwins, city Administrator craig A. Graves, city Treasurer Andrew Green, Director of Finance Rachel Krasney, city Clerk James F. Penman, city Attorney Roger G. Hardgrave, Director of Public Works SPECIAL SERVICES Bond Counsel Brown, Harper, Burns and Hentschke formerly, Brown & Diven San Diego, california Assessment Engineer GFB-Friedrich & Associates, Inc. Riverside, California Appraiser Michael Frauenthal & Associates, Inc. capistrano Beach, California Fiscal Agent Security Pacific National Bank Los Angeles, California . ' , "' i " TABLE OF CONTENTS Paqe No. Introductory Statement 1 The Bonds 2 Purpose of the Bonds 2 Authority for Issuance 2 Description of the Bonds 2 Bond Payment, Registration and Transfer 2 Redemption of the Bonds 3 Refunding Bonds 4 Redemption Fund Deficiencies 5 Sources and Application of Funds 6 Debt Service Schedule 6 Security for the Bonds 7 Assessments 7 Reserve Fund 7 Covenant to Commence Superior Court Foreclosure 9 Land Values 10 Prior Assessments 11 No Pledge of city Funds 11 Special Risk Factors 11 Nonpayment of Assessment Installments 11 Concentration of Ownership 12 Failure to Develop Properties 12 Tax Delinquencies 12 Foreclosure Delays 13 Loss of Tax Exemption 13 Bankruptcy 13 The Assessment District 14 Assessment Proceedings 14 Estimated Project Costs 15 Assessment criteria 15 Location, Size and Topography 16 Land Use and Zoning 16 Land Development 16 Miscellaneous 16 No Litigation 16 Legal opinion 17 Tax Exemption 17 No Rating 18 Underwriting 18 Execution of Official Statement 18 Appendix A Appendix B Appendix C Appendix D Appraisal Report Summary List of Assessments and Land Values Assessment District Diagrams General Information on the City of San Bernardino Res. 91-132 $1,013,048.90* CXTY OF SAN BERNARDXNO 1915 ACT LXMXTED OBLXGATXON XMPROVEMENT BONDS ASSESSMENT DXSTRXCT NO. 977B XNTRODUCTORY STATEMENT This Preliminary Official statement is provided to furnish information relating to the issuance by the City of San Bernardino, California (the "city"), of $1,013,048.90* principal amount of its Limited obligation Improvement Bonds (the "Bonds") for Assessment District No. 977B (Cajon and June area) (the "Assessment District"). The Assessment District was formed pursuant to the Municipal Improvement Act of 1913, Division 12 of the California streets and Highways Code (the "1913 Act"); and the Bonds are issued pursuant to the Improvement Bond Act of 1915, Division 10 of the California streets and Highways Code (the "1915 Act"). The proceeds from the sale of the Bonds will be used to finance the cost of acquiring certain public improvements determined by the city to benefit the properties within the Assessment District, to fund a reserve fund (the "Reserve Fund"), and to pay costs related to the issuance of the Bonds. The Bonds are payable from the annual assessment installments collected on the regular property tax bills sent to owners of property having unpaid assessments levied against them. In the event of a delinquency in the payment of any installment of an assessment, the city will transfer from the Reserve Fund to the redemption fund establ ished for the Bonds (the "Redemption Fund") the amount necessary to pay the next maturing installment of principal and interest on the Bonds. The Reserve Fund will be funded from proceeds from the sale of the Bonds in an amount equal to $101,304. In the event a superior court foreclosure proceeding is instituted by the city to enforce the lien of a delinquent assessment installment and the city purchases such parcel, the Reserve Fund will be used to make advances to the Redemption Fund for payment of the delinquent assessment installment and future installments on the assessment, and interest thereon, until such property is resold by the city. (See "SECURITY FOR THE BONDS" herein) . As authorized by the 1915 Act, the City has determined not to obligate itself to advance available funds from the city treasury to cure any deficiency or delinquency which may occur in the Redemption Fund by reason of the failure of a property owner to pay an assessment installment. * Preliminary - Subject to change 1 The Bonds are not an obligation of the city, the state of California (the "state") or any of its political subdivisions, nor has the City, the state or any of its political subdivisions pledged its full faith and credit for the payment of the Bonds. See the section of this Official statement entitled "SPECIAL RISK FACTORS" for a discussion of special factors which should be considered, in addition to other matters set forth herein, in considering the investment quality of the Bonds. The discussions and information herein do not purport to be comprehensive or definitive. All references to the Bonds and the assessment proceedings are qualified in their entirety by reference to the city's Bond Indenture and resolutions setting forth the terms and descriptions thereof. THE BONDS Purpose of the Bonds The Bonds are being issued in order to acquire certain public improvements servicing approximately 185 residential units to be developed by Century Homes in the Assessment District. Authority for Issuance The improvement proceedings for the Assessment District were initiated by adoption of Resolution No. 91-21 (the "Resolution of Intention") by the Common Council on January 23, 1991. The Bonds represent and are secured by unpaid assessments levied against private property in the Assessment District in accordance with the provisions of the 1913 Act and will be issued pursuant to the 1915 Act. Description of the Bonds The Bonds will be dated April 2, 1991, and will bear interest at the rates, and will mature in the principal amounts and on the dates, set forth on the cover page of this Official Statement. The Bonds are issued as fully registered Bonds in the denomination of $5,000 each or any integral multiple thereof, except that one Bond of the first maturity includes an additional principal amount of $3,048.90. Bond Payment, Registration and Transfer Interest on the Bonds will be payable semiannually on March 2 and September 2 of each year (each an "Interest Payment Date"), commencing September 2, 1991. principal of and premium, if any, on the Bonds are payable at the principal corporate trust office of Security Pacific National Bank, Los Angeles, California, (the 2 "Fiscal Agent"), and interest thereon is payable by check or draft mailed to the respective registered owners as their names appear on the registration books of the Paying Agent as of the fifteenth day immediately preceding each Interest Payment Date (the "Record Date"). Each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated and registered, unless it is authenticated and registered (i) after a Record Date and on or before the fOllowing Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) on or before the first Record Date, in which event it shall bear interest from April 2, 1991; provided, however, that if at the time of authentication and registration of a Bond interest thereon is in default, such Bond shall bear interest from the date to which interest shall have been paid. Transfer of ownership of a Bond shall be made by exchanging the same for a new fully registered Bond of the same maturity in the same aggregate principal amount. All such exchanges shall be made in such manner and upon such terms as may from time to time be determined and prescribed by the city; provided, however, that no such Payment Date and such Interest Payment Date or during the period from the selection of Bonds for redemption through and including the applicable redemption date. Such transfer and registration shall take place at the principal corporate trust office of the Fiscal Agent. If any Bond is mutilated, lost, stolen or destroyed, the City may execute and the Fiscal Agent may authenticate and deliver a new Bond or Bonds in replacement thereof in the same aggregate principal amount and of the same maturity. Mutilated Bonds must be surrendered to the Fiscal Agent. In the case of a lost, stolen and destroyed Bond, the City and the Fiscal Agent may require satisfactory evidence of the loss, theft or destruction of the Bond and indemnification prior to authenticating and delivering a new Bond. The City and Fiscal Agent may charge the owners of mutilated, lost, stolen or destroyed Bonds for their reasonable fees and expenses in connection with replacing such Bonds. Redemption of the Bonds Any Bond or portion thereof in increments of $5,000 may be called for redemption prior to maturity on any March 2 or September 2 upon payment of 103% of the par value, plus accrued interest to the date of redemption. No interest will accrue on a Bond called for redemtion after the redemption date. The determination as to which Bond or Bonds or portion thereof are to be called is to be made by the Fiscal Agent in accordance with the provisions of the 1915 Act and the Bond Indenture. These provisions generally require the redemption of Bonds 3 proportionately from each maturity and the random selection of Bonds within each maturity. Redemption of the Bonds may occur as a result of either the issuance of refunding bonds (See "Refunding Bonds" herein) or the prepayment of one or more assessments. Under the provisions of the 1915 Act, a property owner may prepay the assessment and remove the lien on the same from his or her property by paying the sum of the following amounts: (a) the amount of any delinquent installments of principal and interest, together with penalties accrued to the date of prepayment; (b) the unpaid, nondelinquent principal of the assessment, including principal posted to the tax roll for the current fiscal year but not yet paid; (c) an allowance for redemption premium, calculated by multiplying the amount of the unmatured principal (exclusive of principal due during the fiscal year of prepayment) by three percent; (d) a reasonable fee, to be fixed by the city Treasurer, for the cost of administering the prepayment and the advance redemption of Bonds; and (e) interest accrued to the next Interest Payment Date which is not less than 90 days after the date of prepayment. Upon a prepayment of an assessment, the amount thereof shall be disbursed as follows: (a) the administrative fee shall be deposited into the general fund of the city; (b) delinquent principal, interest, and penalties shall be transferred to the Redemption Fund unless the Reserve Fund has been depleted on account of the delinquencies, in which case the delinquent amounts and penalties shall be transferred instead to the Reserve Fund; (c) the installment of principal due in the fiscal year of prepayment shall be transferred to the Redemption Fund; (d) interest accrued to the next Interest Payment Date shall be transferred to the Redemption Fund; and (e) the balance shall be used to advance the maturity of Bonds to the next redemption date to the maximum extent that principal and redemption premium may be paid in full from said balance. Refunding Bonds Pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds the city may issue refunding bonds for the purpose of redeeming any or all of the Bonds. Upon issuing refunding bonds, the city could require that the Bonds be exchanged for refunding bonds on any basis which the City council determines is for the benefit of the City, but only with the consent of the Bondholders. As an alternative to exchanging the refunding bonds for the Bonds, the City could sell the refunding bonds and utilize the proceeds to pay the principal of and interest and redemption premium, if any, on the Bonds as they become due, or advance the maturity of Bonds and pay the principal of and interest and redemption premium thereon. A refunding of some, but not all, of the Bonds could result in a situation in which the Bonds remaining outstanding after such refunding are secured by unpaid assessments on the less valuable properties within the Assessment District. 4 Redemption Fund Deficiencies If a deficiency occurs in the Redemption Fund with respect to past due principal or interest or with respect to interest which will become due during the then current tax collecting year and said deficiency cannot be eliminated with transfers from the Reserve Fund, but it does not appear to the city Treasurer that there will be an ultimate loss to the bondholders, the City Treasurer shall pay matured Bonds as presented and make interest payments when due, as long as there are available funds in the Redemption Fund, in the following order of priority: (1) all matured interest payments shall be made prior to the payment of any principal; (2) interest shall be paid on Bonds in order of their respective maturities starting at the earliest maturity date and in ascending numerical order within a single maturity; and (3) principal shall be paid in the order in which Bonds are presented for payments. Bonds not paid when presented, and interest payments not paid when due, shall bear interest at the rate stated in the Bonds, without compounding, until paid or until ten days from the mailing of notice to bondholders that funds are available with which to make a payment with respect to such Bonds and/or interest. If it appears to the city Treasurer that a Redemption Fund deficiency presents a danger of an ultimate loss accruing to the bondholders for any reason, he or she shall withhold payment of principal and interest and report the facts to the city council so that it may take proper action to equitably protect all bondholders. Upon receipt of such a report from the city Treasurer, the Common Council is required to fix a date for a public hearing and post notice thereof. Following said public hearing, if it determines that there will be no ultimate loss to the bondholders, it shall direct the City Treasurer to pay matured Bonds and interest as long as there is available money in the Redemption Fund. If the Common Council determines that there will ultimately be insufficient money in the Redemption Fund to discharge the unpaid Bonds and interest, it shall direct the city Treasurer to pay the holders of all outstanding and unpaid Bonds such proportion of the money then on deposit in the Redemption Fund as said money bears to the total amount of the unpaid principal of the Bonds and the interest which has accrued or will accrue thereon. Similar proportionate payments shall thereafter be made periodically as moneys come into the Redemption Fund. 5 Sources and Application of Funds The Bond proceeds (other than accrued interest, which is to be deposited in the Redemption Fund) will be applied as follows: Sources of Funds Principal Amount of Bonds Less: Bond Discount Total Sources of Funds $ 1,013,048.90* Application of Funds Improvement Fund $ Reserve Fund Incidental Costs, Costs of Issuance and Capitalized Interest Total Application of Funds Debt Service Schedule Set forth below is the debt service schedule for the Bonds: Maturity September 2 Principal Interest Debt Service 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 TOTALS 23,048.90 25,000 25,000 30,000 30,000 35,000 35,000 40,000 40,000 45,000 45,000 50,000 55,000 60,000 65,000 70,000 75,000 80,000 90,000 95.000 $ 1,013,048.90 * Preliminary - Subject to Change 6 Res. 91-132 SECURITY FOR THE BONDS Assessments The Bonds are secured by unpaid assessments levied against private property within the Assessment District pursuant to the assessment proceedings. Such unpaid assessments, together with interest thereon and moneys in the Redemption Fund, constitute a trust fund for the redemption and payment of the principal of, premium, if any, and interest on the Bonds. principal of, premium, if any, and interest on the Bonds are payable exclusively out of the Redemption Fund. The Reserve Fund is also a trust fund for the benefit of the registered owners of the Bonds. (See "SECURITY FOR THE BONDS - Reserve Fund" herein). The assessments and each installment thereof, and any interest and penalties thereon, constitute liens against the parcels of land on which they are levied until the same are paid. Such liens are subordinate to all fixed special assessment liens previously imposed upon such property, but have priority over all existing and future private liens and over all fixed special assessment liens which may thereafter be created against the property. Although the unpaid assessments constitute liens on assessed parcels, they do not constitute a personal indebtedness of the respective property owners. There is no assurance that the property owners will be financially able to pay the annual assessment installments or that they will pay such installments even if financially able to do so. The Bonds are not secured by the general taxing power of the City, the State or any of its political subdivisions, nor is the full faith and credit of the City, the State or any of its political subdivisions pledged to the payment of the Bonds. Installments sufficient to meet annual payments of principal of and interest on the Bonds will be collected on the regular property tax bills sent to owners of property against which there are unpaid assessments. These annual installments are to be paid into the Redemption Fund which will be held by the Fiscal Agent, and used to pay the principal of and interest on the Bonds as they become due. The installment billed against each property each year represents such property's pro rata share of the total amount of principal of and interest coming due on the Bonds with respect to such years. The failure of a property owner to pay an annual assessment installment will not result in an increase in assessment installments against other property in the Assessment District. Reserve Fund In the event of a delinquency in the payment of any installment of an assessment, the Fiscal Agent will transfer from 7 the Reserve Fund, to the extent of available funds therein, to the Redemption Fund the amount necessary, in addition to the moneys on deposit therein, to pay the next maturing installment of principal and interest on the Bonds. In the event a superior court foreclosure action is instituted to enforce a delinquent assessment installment and the city purchases such property, the Reserve Fund will be used, to the extent of available funds, to make advances to the Redemption Fund for payment of the delinquent amount of the assessment on the property and future assessment installments, including interest thereon, until such property is resold by the city or redeemed. Pursuant to the provisions of the 1915 Act, the City has determined not to obligate itself to advance any available funds from the city treasury to cover any deficiency or delinquency which may occur in the Redemption Fund by reason of the failure of a property owner to pay an annual assessment installment. (This determination by the city would not prevent the City Council, in its sole discretion, from so advancing such funds). The Bond Indenture adopted by the Common Council provides for the establishment of a Reserve Fund to be held by the Fiscal Agent of the City as a separate trust account. The Reserve Fund shall be a source of available funds from which the City may make payment of delinquent assessment installments. It is estimated that this Reserve Fund shall be funded in an initial amount of $101,304* The Reserve Fund shall be maintained, used, transferred, reimbursed, and liquidated as follows: (a) Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal of or interest on the Bonds, an amount necessary to make up such deficiency will be advanced from the Reserve Fund to the Redemption Fund. Payments from the Reserve Fund, if required, shall be deemed an advance to be reimbursed from the proceeds of collections of delinquent assessments or redemption or sale of any delinquent property. (b) If any assessment is repaid in whole or in part prior to the final maturity of the Bonds, the amount of principal of the assessment to be prepaid will be reduced by the percentage which the original amount deposited in the Reserve Fund bears to the total amount of the original assessment on all land in the Assessment District. The reduction in the amount of principal prepaid will be compensated for by a transfer of a like amount from the Reserve Fund to the Redemption Fund. (c) Investment income from the Reserve Fund (except such income which represents a yield in excess of the yield on the Bonds) will accrue to the Reserve Fund. If on June 30 of each year the amount of any income realized from the investment of the money in the Reserve Fund plus the remaining principal amount thereof * Preliminary - subject to Change 8 exceeds the least of (i) ten percent (10%) of the aggregate principal amount of the Bonds then outstanding, (ii) the maximum annual debt service for such Bonds for the next succeeding fiscal year, or (iii) 125% of the average annual debt service on all Bonds then outstanding, the amount of such excess shall be transferred from the Reserve Fund to the Redemption Fund, in the manner provided in Part 16 (commencing with section 8880) of Division 10 of the streets and Highways Code, and credited on the unpaid balance of the assessment as provided in section 10427.1 of said Code. Earnings greater than the yield on the Bonds shall be transferred to an excess earnings account for rebate to the federal government. (d) An amount equal to the interest annually transferred from the Reserve Fund to the Redemption Fund pursuant to paragraph (c) above shall be credited towards unpaid assessments each year during which any part of the Bonds remain outstanding. (e) Whenever the balance in the Reserve Fund is sufficient to retire all remaining outstanding Bonds, whether by advance retirement or otherwise, the balance of the Reserve Fund will be transferred to the Redemption Fund, collection of the assessment installments will be discontinued and the Redemption Fund will be liquidated in retirement of the Bonds. Covenant to Commence Superior Court Foreclosure The 1915 Act provides that in the event any assessment or installment thereof or any interest thereon is not paid when due, the City may order the institution of a superior court action to foreclose the lien of the unpaid assessment. In such an action, the real property subject to the unpaid assessment may be sold at jUdicial foreclosure sale. This foreclosure sale procedure is not mandatory. However, in the Bond Indenture the city has covenanted with the owners of the Bonds that it will review the assessment records of the County of San Bernardino not later than August 1 of each year to determine the cummulative amount of delinquent assessments in the prior year. In the event such delenquenies exceed 5% of the average amount of debt service during the term of the bonds, it will order and cause to be commenced, on or before November 1 of each year, and thereafter diligently prosecute to completion, superior court foreclosure proceedings upon the lien of such delinquent unpaid assessments. Initiation of such foreclosure actions may be deffered in any fiscal year if the Reserve Fund is maintained at an amount equal to the Reserve Requirement. Prior to July 1, 1983, the right of redemption from foreclosure was limited to a period of one year from the date of sale. Under legislation effective July 1, 1983, the statutory right of redemption from any such foreclosure has been repealed. However, a period of 140 days must elapse after service of the notice of levy before the sale of such parcel. If the purchaser at 9 the sale is a judgment creditor, i.e. the City, an action may be commenced by the delinquent property owner within six months after the date of sale to set aside such sale. In the event such a superior court foreclosure is necessary, there may be a delay in payments to the Bondowners pending prosecution of the foreclosure proceedings and receipt by the city of proceeds from the foreclosure sale. Moreover, the lot or parcel securing the delinquent assessment may not be sold unless the amount to be paid pursuant to the bid is at least equal to the amount of the judgment with costs and interest, costs and interest accruing after issuance of the writ pursuant to which the sale has been conducted, the levying officer's costs, and any other amounts the total of which is required by law to be bid in order that such lot or parcel may be sold. It is therefore possible that no adequate bid for the purchase of any property would be received at the foreclosure sale. Land Values Reference is made to Appendix A which contains an appraisal report from Michael Frauenthal M.A.I. of Michael Frauenthal & Associates, of capistrano Beach, California (the "Appraisal Consultant") stating the Appraisal Consultant's opinion with respect to the value of the assessed properties located in the Assessment District. The opinion of the Appraisal Consultant assumes that improvements to be financed by the Bonds have been completed. (See "Appendix B List of Assessments and Land Values.") The 1915 Act requires only that a parcel be sold for the delinquent amount, (plus costs and penalties) and not the entire outstanding assessment; however, there is no assurance that in the event of a foreclosure sale for a delinquent assessment installment a legally sufficient bid will be received for such property (see "SPECIAL RISK FACTORS" herein). The lien ratio analysis set forth below is based upon the outstanding special assessment indebtedness on the property within Assessment District No. 977B. The following table summarizes the assessment and value information for each parcel in the Assessment District as set forth in Appendix B. The table indicates the amount of the assessments in the lien ratio groups. The lien ratios are arrived at by dividing the Appraisal Consultant's estimated value of a parcel by the total of the special assessment indebtedness applicable thereto. For example, a 2:1 lien ratio means that the estimated land value is twice the lien amount. 10 Lien Ratio Groups Lien Ratio Analysis Estimated Amount of Assessment in Group Percentage Per Lien Ratio Group 7:1 - 12:1 $1.013.048.90 100.00% TOTALS $1,013,048.90 100.00% Prior Assessments The assessments and each installment thereof and any interest and penalties thereon constitute a lien against the lots and parcels of land on which they were imposed until the same are paid. Such lien is subordinate to all fixed special assessment liens previously imposed upon the same property, is on a parity with the lien of the reassessments securing the Refunding Bonds, and has priority over all existing and future private liens and over all fixed special assessment liens which may thereafter be created against the property. Such lien is co-equal to and independent of the liens for general property taxes and Community Facilities District special taxes. This Assessment District has prior assessments from Assessment District 977A. No Pledge of City Funds As authorized by the 1915 Act, the city has determined not to obligate itself to advance available funds from the city Treasury to cure any deficiency or delinquency which may occur in the Redemption Fund by reason of the failure of a property owner to pay an assessment installment. The City's legal obligations with respect to any delinquency assessment installments are solely (i) advancing funds from the Reserve Fund to the Redemption Fund to the extent such funds are available, and (ii) instituting judicial foreclosure proceedings. The City has no obligation to advance available funds of the city to the Redemption Fund under any circumstances. SPECIAL RISK FACTORS Nonpayment of Assessment Installments In order to pay debt service on the Bonds, it is necessary that unpaid installments of assessments on land within the Assessment District be paid in a timely manner. Failure by owners of such land to pay installments of assessments when due, depletion of the Reserve Fund, or the inability of the City to sell parcels which have been subject to foreclosure proceedings for the legally established minimum amounts may result in the inability of the City 11 to make full or punctual payment of debt service on the Bonds. There is no assurance the property owners will be able to pay the assessment installments or that they will pay such installments even though financially able to do so. Concentration of Ownership Currently all of the assessed parcels in the Assessment District are owned by Century Homes Communities (Century Homes). Presently 185 parcels are subdivided and ready for construction of single family detached homes. Century Homes, one of the Inland Empire's largest builders of affordable single-family homes was founded in 1976 as a joint venture between two custom homebuilders, John Pavelak and Chester squibb. Century Homes' operations include location, acquisition and development of land, and the design, construction, marketing and sale of homes. Century Homes has constructed and sold over 5,000 homes since its inception. Any high concentration of ownership, however, increases the risk of non-payment to bond holders because delinquencies in payment of assessments are more significant when the ownership is more concentrated. Failure to Develop Properties Development of land within the Assessment District may be affected by changes in general economic conditions, fluctuations in the real estate market and other similar factors. Moreover, there can be no assurance that land development operations within the Assessment District will not be adversely affected by future local, state and federal governmental policies relating to real estate development, income tax treatment of real estate, or the national economy. In addition, land development operations are subject to comprehensive federal, state and local regulations. Approval is required from various agencies in connection with layout and design of developments, the nature and extent of improvements, construction activity, land use, school facilities, zoning, health requirements and numerous other matters. Failure to obtain any such approval would adversely affect land development operations. A slowdown of the development and sale of properties within the Assessment District could adversely affect the ability and/or willingness of the various property owners to pay the applicable annual property taxes and assessment installments. In that event, there could be a default in the payments of principal and interest on the Bonds. Tax Delinquencies Assessment installments, from which funds necessary for the payment of annual installments of principal of and interest on the Bonds are derived, will be billed to each property against which there is an unpaid assessment on the regular property tax bills sent to the owner of such property commencing with tax bills for 12 fiscal year 1991-1992. Such installments are due and payable at the same time, and generally bear the same penalties and interest for nonpayment, as regular property tax installments. Assessment installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills, as evidenced by property tax delinquencies, may also indicate an unwillingness or inability to make regular property tax payments and assessment installment payments in the future. As of March 25, 1991 all parcels within the assessment district are current, and there are no outstanding delinquent property taxes. Foreclosure Delays Foreclosure prosecution could take two years or more due to crowded local court calendars, legal delaying tactics, or bankruptcy. (See "Bankruptcy" and "SECURITY FOR THE BONDS Covenant for superior Court Foreclosure" herein). It is possible also that no bid would be received at the foreclosure sale. As a result, there could be a default in payment of the principal of and interest on Bonds and curing of which would be dependent upon resale of the property by the City or redemption of the property by the property owner. No assurance can be given that the city will be able to resell any such delinquent parcel for an amount sufficient to pay all of the delinquent assessment installment amounts including the principal, interest, penalties, and costs due thereon. Loss of Tax Exemption As discussed under the caption "MISCELLANEOUS Tax Exemption", interest on the Bonds could become includable in gross income for purposes of federal income taxation, retroactive to the date the Bonds were issued, as a result of future acts or omissions of the city in violation of its covenants. Bankruptcy The payment of property owners' assessment installments and the ability of the city to foreclose on the lien of a delinquent unpaid assessment, as discussed in the section herein enti tIed "SECURITY FOR THE BONDS", may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds, including Bond Counsel's approving legal opinion, will be qualified, as to the enforceability of the various legal instruments, by reference to bankruptcy, reorganization, insolvency or other laws affecting the rights of creditors generally. 13 Although bankruptcy proceedings would not cause the assessment liens to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds and the possibility that delinquent assessment installments might not be paid in full. THE ASSESSMENT DISTRICT In response to a request from century Homes, the City has undertaken to conduct a series of assessment district improvement proceedings to provide for the acquisition of major public improvements for the benefit of land within the Assessment District. The city requires the proposed public improvements as a condition for development of the property. Assessment proceedings The Assessment District was initiated by the Common Council at the request of Century Homes, the owner of the property within the Assessment District. After the proceedings were initiated, the engineer of work, GFB-Friedrich & Associates, Inc., prepared a written report (the "Engineer's Report") which contains, among other things, the estimate of project costs and the assessment for each parcel. The total amount of the proposed assessment was based upon the engineer's estimated cost of the project. The individual assessments were spread among the various parcels of land within the Assessment District on the basis of the special benefit to be derived by each parcel from the improvements and acquisitions. (See "Assessment criteria" herein). The Engineer's Report was filed with and preliminarily approved by the Common Council on January 23, 1991. Thereafter, notice was published in a local newspaper designated by the Common Council for that purpose. Notice was also posted along all of the open streets within the Assessment District. In addition, notice of the proposed assessment and a hearing thereon was mailed to the owner whose property was proposed to be assessed. The notices advised the property owner of the filing of the Engineer's Report, the date, time and place for a hearing on the Project, the proposed assessments and the right to protest. The mailed notice also advised the property owner of the amount proposed to be assessed against its properties, as shown in the Engineer's Report. The property owner had the right to protest in writing prior to or at the commencement of the hearing and to be heard at the hearing. The owner of land proposed to be assessed in the Assessment District, did not file written protests. 14 At the conclusion of the hearing on March 11, 1991, the Common Council unanimously adopted Resolution No. 91-83 confirming the assessments, overruling protests and ordering the acquisition. After confirmation, the assessments became liens against the various assessed parcels. The property owner was given published and mailed notice of the opportunity to pay all or a portion of the assessment in cash within 30 days of the recording of the assessment. The notice further advised the property owner that if a cash payment was not made, bonds would be sold to represent unpaid assessments. The cash payment period ended on No cash payments were received. Estimated project Costs The following table sets forth the Assessment Engineer's confirmed estimated costs of the project. city of San Bernardino Assessment District No. 977B Engineer's Estimate of Costs Estimated Cost of Construction: Estimated Incidental Costs, Reserve and Expenses: Estimated Total project Cost: Less: Estimated contribution: $1,193,133.54 170.691.68 $1,363,825.22 350.776.32 Balance to Assessment: 1,013,048.90* Assessment criteria The law requires and the statutes provide that assessments, as levied pursuant to the provisions of the "Municipal Improvement Act of 1913," must be based on the benefit that the properties receive from the works of improvement. The statute does not specify the method or formula that should be used in any special assessment district proceedings. The responsibility rests with the Assessment Engineer, who is retained for the purpose of making an analysis of the facts and determining the correct apportionment of the assessment obligation. The Assessment Engineer then makes his recommendation at the public hearing on the Assessment District, and the final authority and decision rests with the Common Council after hearing all testimony and evidence presented at that public hearing. Upon the conclusion of the public hearing, the Common Council must make the final decision in determining whether or not the assessment spread has been made in direct proportion to the benefits received. The special benefits that inure to the property owners within the boundary of the total project, Assessment District No. 977B, are the construction of street, storm drainage, water system, and 15 sewerage improvements, and the necessary appurtenant work to provide complete, functional improvements for all houses within Tracts 14184 and 14185. The construction cost and proportionate share of the incidental costs for bid items will be spread on an assessment unit basis to those areas or subareas of the Assessment District that benefit from the works of improvement. The benefit received from the above-cited works of improvement is estimated to be in direct proportion to the number of assessment units per parcel. Location, Size and Topography The Assessment District which is located in the City of San Bernardino consists of approximately 46 acres designated for residential development. Specifically, the Assessment District is comprised of 185 assessed parcels owned by one sole property owner whose residential developments are expected to yield approximately 185 units in Phase I. The Assessment District is generally located to the northwest side of Cajon Boulevard. A map showing the general location of the Assessment District is set forth in Appendix C "Assessment Diagram." Land Use and zoning The Assessment District is covered by the City of San Bernardino General Plan. The properties in the Assessment District are zoned for residential use pursuant to this General Plan. Land Development Century Homes intends to construct 185 single family detached homes ranging in price from $99,900 to $144,900 in Phase I of Assessment District 977B. These homes will range in size from 1024 square feet with 2 bedrooms and 2 baths to 2191 square feet with 3 bedrooms and 2 3/4 baths. There will be 6 model choices, including both 1 and 2 story models. Each model will have a three car garage with the option of converting the third garage to a bonus room. MISCELLANEOUS No Litigation There is no action, suit, or proceeding known by the City to be pending at the present time restraining or enjoining the delivery of the Bonds or in any way contesting or affecting the validity of the Bonds or any proceedings of the City taken with respect to the execution or delivery thereof. A no litigation opinion, provided by legal counsel of the city will be delivered to the Underwriter simultaneously with the delivery of the Bonds. 16 Legal opinion All proceedings in connection with the issuance of the Bonds are subject to the approval of Brown, Harper, Burns and Hentschke, San Diego, California, Bond Counsel for the City, in connection with the issuance of the Bonds. The unqualified opinion of Bond Counsel, approving the validity of the Bonds, will be printed on each Bond. Tax Exemption In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is exempt from personal income taxes imposed by the State of California, is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, Bond Counsel notes that, with respect to corporations (as defined for federal income tax purposes), interest on the Bonds will be included in determining corporate adjusted net book income a portion of which may increase the alternative minimum taxable income of such corporations. Bond Counsel's opinion as to the exclusion from gross income of interest on the Bonds is subject to the condition that the city comply with all requirements of the Code which must be satisfied subsequent to the issuance of the Bonds to assure that such interest will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements could cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The City has covenanted to comply with all such requirements. Bond Counsel will not undertake to determine (or to inform any person) whether any actions taken (or not taken) or events occurring after the issuance of the Bonds may affect the tax status of interest on the Bonds. Although Bond Counsel has rendered an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes, the accrual or receipt of interest on the. Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status and other items of income or deduction. Bond Counsel expressed no opinion regarding any such consequences. Accordingly, all potential purchasers should consult their tax advisors before buying any of the Bonds. Certain corporate purchasers of the Bonds should be aware of the following: (a) The Code imposes an environmental tax with respect to corporations on the excess of a corporation's modified alternative 17 r minimum taxable income over $2,000,000. The applies with respect to taxable years beginning 1986 and before January 1, 1992. environmental tax after December 31, (b) The Code provides that in the case of an insurance company subject to the tax imposed by section 831 of the Code, for taxable years beginning after December 31, 1986 the amount which otherwise would be taken into account as "losses incurred" under Section 832(b) (5) shall be reduced by an amount equal to 15% of the interest on the Bonds that is received or accrued during the taxable year. (c) Interest on the Bonds may be included in the income of a foreign corporation for purposes of the branch profits tax imposed by section 884 of the Code. Under certain circumstances, interest on the Bonds may be subject to the tax on "excess net passive income" of subchapter S corporations imposed by section 1375 of the Code. No Rating No rating has been sought or obtained for the Bonds. Underwriting Bateman Eichler, Hill Richards, a division of Kemper Securities Group, Inc., Underwriter of the Bonds, will purchase the Bonds from the city at a purchase price equal to 98%, plus accrued interest. The public offering prices may be changed from time to time by the Underwriter. The Underwriter may offer and sell Bonds to certain dealers and others at a price lower than the offering prices stated on the cover page hereof. Execution of Official statement The execution and delivery of this Official Statement has been duly authorized by the city. CITY OF SAN BERNARDINO By: /s/ W.R. Holcomb Mayor 18 Res. 91-132 APPENDIX A APPRAISAL REPORT SUMMARY APPENDIX A APPRAISAL REPORT SUMMARY MICHAEL FRAUENTHAL & ASSOCIATES, INC. Res. 91-132 Real Estate Appraisers-Consultants November 13, 1990 Ms. Pamela D. Newcomb First Vice President, Bateman Eichler, Hill 1205 Prospect street suite 550 La Jolla, California Public Finance Richards, Inc. 92037 Re: Assessment District No. 977B Ca;on and June Area Acquisition Dear Ms. Newcomb, At your request we have prepared an update appraisal of the various parcels located within the Assessment District 977B Cajon and June Area Acquisition. The subject property consists of 185 lots and one detention basin located within Tract Map 14185. The attached represents an update summary of the land value analysis presented in our detailed appraisal report dated May 5, 1989. This summary is comprised of limiting conditions, certification, purpose of the appraisal, definition of market value, property rights appraised, date of value, description of Assessment District No. 977B, a property history section, highest and best use analysis, the appraisal problem identification and value conclusions. Additionally, a summary of the market data utilized is provided in the Addenda section of this summary report. .~ Please reference our detailed appraisal report of May 5, 1989 for additional information relative to the subject project. I have been assisted in the research and analysis for this ap- praisal by Charles R. Frauenthal, Associate. Respectfully submitted, MICHAEL FRAUENTHAL & ASSOCIATES, INC. /I.t~d/ ~~~') Michael F. Frauenthal, SRPA, MAl MF/kf 34237 Via Santa Rosa. Capistrano Beach, CA 92624 . (714) 496-1676 ASSIGNMENT IDENTIFICATION FOR THIS APPRAISAL Property Identification: The subject site is located on the northwest side of cajon Boulevard, in the city of San Bernardino, county of San Bernardino, california. For the purpose of this update valuation, the subject property is further defined as those 185 parcels lying within Tract Map 14185. The total land area in Tract Map 14185 is 46.66 gross acres. This area includes the extension of the existing Rosarita street and the following proposed streets; Bronson street, Don Pablo Court, Cristy Avenue, Portola Avenue, Rachael Court, and Vermont street. The total gross area also includes a single water reten- tion basin identified on Tract 14185 as (Lot A). The total net land area for Lots 1 through 185 only (excluding the streets), is 33.84 acres. owner of Record: The current owner of record is century Homes Communities. furpose and Date of the APpraisal; The purpose of this ap- praisal is to set forth our opinion relative to the fair market value of (1) the unimproved land value of Tract 14185 and; (2) the finished value of the 185 residential parcels within Tract 14185, together with the single detention basin. The date of this appraisal is November 2, 1990. Funotion of the APpraisal; The function of this appraisal is to provide information regarding the market value of the existing and improved subject lots for the basis of underwrit- ing a bond issue. Scope of the APpraisal: The scope of this appraisal involved an inspection of the subject property, and a collection, confirmation and analysis of appropriate and available data. upon the completion of ~his research, we have prepared a valua- tion analysis utilizing the Sales comparison Approach. property Riahts Beina APpraised: The property rights appraised are those of a fee simple estate. A fee simple estate is de- fined by the Dictionary of Real Estate Appraisal by the American Institute of Real Estate Appraisers, 1984, as follows: "Fee simple. An absolute fee; a fee without limitations to any particular class of heirs, or restrictions, but subject to the limitations or eminent domain, escheat, police power and taxation. An inheritable estate." Page 1 Leqal Descriotion: Please refer to the Legal Description provided in the Addenda section of our detailed report, dated May 5, 1989. Note that this legal description includes that area contained within Tract 14184 as well as Tract 14185. Market Value Definition: value is provided: The following definition of market The most probable price which a property should bring in a com- petitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowl- edgeably, and assuming the price is not affected by undue stimu- lus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (a) Buyer and seller are typically motivated; (b) Both parties are well informed or well advised, and each acting in what he considers his own best interest; (c) A reasonable time is allowed for exposure in the open mar- ket; (d) Payment is made in terms of cash in u.s. dollars or in terms of financial arrangements comparable thereto; and (e) The price represents the normal consideration of the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. GENERAL ASSUMPTIONS AND LIMITING CONDITIONS Title to Real Estate. No responsibility is assumed for the legal description or for matters including legal or title con- siderations. Title to the report is assumed to be good and marketable unless otherwise stated. Liens or Encumbrances. The property is appraised free and clear of any and all liens or encumbrances, unless otherwise stated. Ownershio. management Responsible are assumed. ownership and competent property Information believed to accuracy. and Data. The information furnished by others is be reliable. However, no warranty is given for its Enqineerinq. All engineering is assumed to be correct. The plot plans and illustrated material in this report are included only to assist the reader in visualizing the property. Hidden Conditions. It is assumed that or inapparent conditions of the property, that render it more or less valuable. there are no hidden subsoil, or structures No responsibility is Page 2 assumed for such conditions or for arranging for engineering studies that may be required to discover them. Federal. state and Looal Laws. It is assumed that there is full compliance with all applicable federal, state and local environmental regulations and laws, unless non-compliance is stated, defined and considered in the appraisal report. APplioable Zoninq and Use Requlations. It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless a non-conformity has been stated, defined, and considered in the appraisal report. Lioenses, certifioates of Oooupanov and Consents. It is assumed that all required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government, or private entity or organizations have been or can be obtained or renewed, for any use on which the value estimate contained in this report is based. Enoroaohments. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described, and that there is no encroachment or trespass, unless noted in the report. Distribution of the Total Value. The distribution, if any, of the total valuation in this report between land and improve- ments applies only under the stated program of utilization. The separate allocations for land and buildings must not be used in conjunction with any other "appraisal and are invalid if so used. Rioht of publioation. possession of this report, or a copy thereof, does not carry with it the right of publication. Court Testimonv. The appraiser, by reason of this appraisal, is not required to give further consultation, testimony, or be in attendance in court with reference to the property in ques- tion, unless arrangements have been previously made. Advertisino. Neither all, nor any part of the contents of this report, especially any conclusions as to value, the iden- tity of the appraiser, or the firm with which the appraiser is connected, shall be disseminated to the public through advertis- ing, public relations, news, sales, or other media, without the prior written consent and approval of the appraiser. Fractional Interests. Any value estimates provided in the report apply to the entire property, and any proration or division of the total into fractional interests, will invalidate the value estimate, unless proration or division of interests has been set forth in the report. Page 3 Proposed Pro;ects. If the subject of this appraisal report is a proposed project, and if only preliminary plans or specifications were available in preparation of this appraisal, the analysis is subject to a review of the final plans and speci- fications, when available, unless otherwise stated. Proposed Improvements. Any proposed improvements are assumed to have been completed unless otherwise stipulated; any con- struction is assumed to conform with the building plans refer- enced in this report. Available Data. It is assumed the reader or user of this report has been provided with copies of available building plans, all leases, and amendments, if any, encumbering the property. Boundarv Survev. No legal description or survey was furnished to this appraiser unless otherwise noted in this report. The county tax plat was used to ascertain the physical dimensions and acreage of the property. Should a survey prove these characteristics inaccurate, it may be necessary for this appraisal to be adjusted. Forecasts. pro;ections. and Qperatinq Estimates. The forecast, projections, or operating estimates contained herein are based on current market conditions, anticipated short-term supply and demand factors, and a continued stable economy. These forecasts are, therefore, subject to changes in future conditions. Page 4 PROPERTY HISTORY The following property history synopsis conforms with profes- sional appraisal guidelines, which require reasonable detail regarding any current agreement of sale, option, or sales list- ing of the subject property being appraised, as well as any prior sales of said property that have occurred within three years preceding the date when this appraisal was prepared. As described in our detailed report, the subject site is a portion of four contiguous San Bernardino County Assessor's parcels, 267-011-19 (portions); 262-201-08; 262-231-03 and 04. These parcels are currently owned by Century Homes Communities who purchased this property on June 14, 1989 for a reported sale price of $2,011,000, in an all cash transaction. Subsequent to this transaction, the subject property has been subdivided as noted into Tracts 14184 and 14185, for a total of 277 residential lots. As of the date of our most recent inspec- tion, November 2, 1990, a total of 155 units have been developed and sold as individual parcels. No other transactions involving the subject property are known to have occurred within the past three years. Page 5 HIGHEST AND BEST USE The Highest and Best Use is defined as follows: (1) Highest and Best Use is "that reasonable and probable use that will support the highest present value, as defined, as of the effective date of the appraisal". (2) Both the site and the improved property have a highest and best use (or most probable use) at any given point in time. The highest and best use of the improved property mayor may not be the same as the highest and best use of the site. (3) The determination of highest and best use results from the appraiser's judgment and analytical skills, i.e., the use determined from analysis represents an opinion, not a fact to be found. (4) Highest and best use must be reasonable, probable and proximate (likely to occur soon, if not immediately). It is not speculative or conjectural. It mayor may not be the present use of either the site or the improved proper- ty. (5) Highest and best use can change over time as external market forces change. They include effective demand, public tastes and standard land use requirements (especially zoning), and competition. In addition, the character of the subject property itself may change, thereby changing its highest and best use. AS VACANT Leqal Use: The subject 185 parcels are contained within Tract Map Number 14185. These sites are zoned RS by the city of San Bernardino which permits residential subdivision development for single family homes, with minimum lot sizes of 7,200 square feet and a maximum density of 4.5 units per acre. Based upon our review of the subject site and Tract Map 14185, it is our opinion that the subject property conforms to the zoning restrictions. Further, according to survey data provided by Musser Engineering Consultants, Inc., the lot sizes conform to the zoning restriction. There are no known private restrictions which affect the title, only common restrictions (utility and ingress/egress easements) were found to exist. It appears that the subject residential project is feasible from a legal point of view. Page 6 physical Use: The second constraint imposed on the possible use of the sub- ject property is dictated by the physical constraints of the site itself. The subject site has a gross area of 46.66 acres. The size and shape permit flexibility in the development of the site and its accessibility is good with multiple street access. All utili- ties are available to the site and the property is basically level. Therefore, the physical aspects of the site do not re- strict its development to its highest and best use. Financiallv Feasible: The determination of financially feasible is dependent primarily upon demand. As of the date of our current inspection, November 2, 1990, the subject subdivision has sold a total of 155 homes. The subject project began selling homes in December 1989 and based on the 155 residences sold, an absorption rate of approxi- mately 15.5 units per month is reflected. Because of the brisk sales at the subject, a lottery was held May 5, 1990 for Phase 4 of the subject and all 30 homes in that phase were sold on that date. Three of those homes did not close escrow and are current- ly available for sale. Because the subject homes are priced at the low end of the market (product cost), the sales activity has been very good. Although the real estate market in the Southern California area has been slowing, the demand for good quality entry level housing is expected to remain moderate to strong. Therefore, based on our market observations and the sales rates experienced at the sub- ject tract the project appears to be feasible from a financial point of view. No alternative use of the subject site is expected to provide a higher rate of return than a maximum density single family residential development, as proposed. Summary: Predicated upon the preceding analysis, the highest and best use of the subject site, as vacant, is concluded to be a maximum density single family subdivision. This use, as proposed, should provide the greatest return to the land investment. APpraisal Problem The appraisal problem consists of estimating the market value of the 185 lots in Tract 14185, as if in a raw, unimproved status. Additionally, the 185 parcels contained in Tract Map 14185 will be valued as if in a finished, buildable status. Page 7 At present, the subject property is being developed with Phases 5 and 6 which contain 54 single family residences. The streets for Phases 5, 6, 7, 8 and 9 are currently in and all utilities are available to the site. None of the improvements (54 single family residences) which are in various stages of construction in Tract 14185 are included in our valuation. The detention basin is included but given no value because it is owned and maintained by the city of San Bernardino. These basins are required for flood control purposes and cannot be considered as usable residential lots. This area is however, considered in our raw land analysis. Because the subject land only is being appraised, the Cost and Income Approaches to value were not considered applicable. Therefore, we have utilized only the Sales Comparison Approach in this valuation. Assessment District No. 977B The Assessment District No. 977 was formed by the city of San Bernardino as a means of providing funding for street improvements, storm drain improvements, sewer improvements, water main connections/improvements and grading as required within public right-of-ways. This District is comprised of Tracts 14184 and 14185, which are being improved with single family residences. The assessment was split between the two tracts and is identified as 977A (Tract 14184) and 977B (Tract 14185) . The total cost of the entire assessment district (977A and 977B) is estimated to be $683,412. The total cost estimate allocated to Tract 14184 is $472,124.74 and the total cost allocated to Tract 14185 is $211,287.26. A detailed analysis and description of the assessment methodology is presented in the Engineer's Report prepared by GFB- Friedrich & Associates, Inc. dated January 22, 1990. Value Conclusions In order to estimate the market value of the subject property as if in a raw, unfinished condition and for the value of each parcel as buildable, finished lots, we surveyed the surrounding area for comparable land sales. Eight of the sales found were selected for their comparability to the subject and are presented on Table 2 in the Addenda section of this summary report. Lot finishing costs were obtained from developers and/or brokers involved with each of these land sales. In addition, lot finish- ing cost estimates provided to us by Century Homes were consid- ered for the subject site. All sales were adjusted for time, location and physical charac- teristics to arrive at the following value conclusions for the subject parcels. Page 8 I I I Res. 91-132 Unit Measure Unit Value Estimated Unimproved Land Value ---------------------------------------------------------- 46.66 Acres $42,OOOjacre $1,959,720 Total "Unimproved" Value Assessment District 977B $1,959,720 --------- ------- unit Measure Unit Value Estimated Unimproved Land Value ---------------------------------------------------------- 185 Lots See Table 1 $8,132,500 Detention Basin (Lot IfAIf) -0- -0- Total "Improved" Value Assessment District 977B $8,132,500 ---------- ---------- Page 9 Res. 91-132 Table Pg. 1 of 4 TI\BLE 1 IMPHOVEU I.OT VI\LUES 'l'HI\C'l' 14185 ===========~=============~=~~===============~===== roOT I\HEI\ ESTIMI\TED ESTIMI\TED 1.01" (Sq. Ft.) LOT PHEMIUM MI\RKET VALUE ================================================== 1 8,323 ~0.0 43,500 2 7,773 0.0 43,500 3 7,576 0.0 43,500 4 8,309 $I,OUU 44,500 5 8,320 $1~000 44,500 6 7,800 O.U 43,500 7 7,417 O.U 43,500 8 8,714 12'OUO 45,50U 9 12,932 3,00U 46,500 ]0 14,]35 3,000 46,500 ]1 9,126 2~000.00 45,50U ]2 7,596 43,500 13 7,200 O.U 43,50U 14 7,720 $1,000 44,500 15 7,720 $1~000 44,500 16 7,200 0.0 43,500 17 7,611 U.U 43,500 ]8 8,336 11 000 44,5UO 19 11,842 3;000 46,500 20 9,980 2,OUO 45,500 21 13,077 3,000 46,500 22 9,870 2~000.00 45,500 23 7,205 :;. 43,500 24 7,225 $1~000 44,500 25 7,266 :;.0.0 43,500 26 8,114 $1~000 44,500 27 7,619 :;.0.0 43,500 28 8,539 11,OUO 44,500 29 12,704 3,000 46,500 30 9,968 3 000 46,500 31 7,325 0.0 43,500 32 7,215 0.0 43,500 33 7,215 0.0 43,500 34 7,349 0.0 43,500 35 7,548 0.0 43,500 36 7,574 0.0 13,500 37 7,941 0.0 43,500 38 7,2UO 0.0 43,500 39 7,200 0.0 43,500 40 7,200 0.0 43,500 41 7,200 0.0 43,500 42 7,200 0.0 43,500 43 7,200 0.0 43,500 44 7,200 0.0 43,500 45 7,200 U.O 43,500 46 7,200 0.0 43,500 47 7,200 0.0 43,500 48 7,380 0.0 43,500 49 7,380 0.0 43,500 50 7,380 0.0 43,500 51 7,380 0.0 43,500 52 7,38U 0.0 43,500 53 7,380 0.0 43,500 54 7,380 0.0 43,500 55 7,380 0.0 43,500 56 7,380 0.0 43,500 57 8,434 $1,000 44,50U 58 8,700 $1,000 .44,500 Table Pg. 2 of 4 TABU': 1 (continued) LOT AREA ES'l'1l1ATEU ESTIMATED LOT R (Sq. Ft. ) LOT PREMIUl1 I1ARKET VALUE =====~============================================ 59 9,625 12'000 45,500 60 11,130 3,000 46,500 61 9,550 2,000 45,500 62 8,429 1 000 44 , 500 63 7,206 0.0 43,500 64 7,200 0.0 43 , 500 65 7,200 0.0 43,500 66 7,200 0.0 43,500 67 7,200 0.0 43,500 68 7,200 0.0 43,500 69 7,200 U.U 43,500 70 7,200 0.0 43,500 71 7,200 0.0 43,500 72 7,200 U.U 43,500 73 7,200 0.0 43,500 74 7,200 U.O 43,500 75 7,216 U.U 43,5UO 76 8,728 r'OOO 44,50U 77 12,591 3,OUO 46,5UO 78 9,478 rs 45,500 79 8,721 44,500 80 7,500 0.0 43,50U 81 7,500 0.0 43,500 82 7,500 0.0 43,500 83 7,50U U.O 43,500 84 7,500 0.0 43,500 85 8,232 ~1,000 44,500 86 7,956 1. 000 44 , 500 87 7,200 0.0 43,500 88 7,200 0.0 43,500 89 7,200 0.0 43,500 90 7,200 0.0 43,500 91 7,223 0.0 43,500 92 7,725 0.0 43,500 93 7,480 0.0 43,500 94 8,039 0.0 43,500 95 7,350 0.0 43,500 96 7,350 0.0 43,500 97 7,350 U.U 13,500 98 7,350 0.0 13,500 99 7,515 0.0 13,500 100 7,592 11,000 44,500 101 9,991 TS8 15,500 102 8,379 44 , 500 103 7,927 0.0 13,500 101 7,122 0.0 13,500 105 7,991 0.0 13,500 106 7,536 U.O 13,5UO 107 7,192 $1 UUU 44 ,500 108 7,351 0.0 13,5UU 109 7,782 O.U 13,50U 110 7,258 U.U 43,500 111 7,325 U.U 43,50U 112 7,5UU U.U 43,500 113 7,500 U.U 13,500 111 7,50U O.U 13,50U 115 7,5UU U.U 43,5UU 116 7,500 0.0 13,5UO 117 7,200 U.U 13,5UU 118 7.200 . U.O 43. SUO 119 7,20U U.U 4J.500 120 7,200 0.0 43,500 Table Pg. 3 ;f 4 TABU': 1 (continued) L,O'1' AREA ES'I'IMA'1'EIJ ESTIMATEO UJ'l' # (Sq. Ft.) LO'I' PREMIUM f1ARKET VALUE =~==~============================================= ]21 7,200 $0.0 43 , 500 ] 22 8,411 I" 0"' 14,500 ]23 11,069 3,000 16,500 ]24 9,819 2,000 15,500 ]25 I1,B33 3,000 16,500 ]26 9,267 .2 000 15,500 ]27 7,500 0.0 13,500 128 7,500 0.0 43,500 129 7,500 0.0 43,500 130 7,500 0.0 43,500 131 7,500 0.0 13,500 132 7,500 0.0 13,500 ]33 B,564 p,ooo 11 , 500 134 8,435 1 000 11 ,500 135 7,740 0.0 43,500 ]36 7,710 0.0 43,500 ]37 7,740 0.0 13,500 13B 7,740 0.0 13,500 ]39 7,740 0.0 13,500 140 7,751 0.0 13,500 141 B,313 I" 000 14,500 142 7,921 1,000 11,500 143 11,621 3,000 16,500 114 9,257 2,000 15,500 115 11,717 3 000 16,500 146 7,642 0.0 13,500 147 7,571 0.0 43,500 118 7,549 0.0 43,500 149 7,519 0.0 13,500 150 7,549 0.0 13,500 151 7,519 0.0 43,500 ]52 8,422 p,ooo 11,500 ]53 8,266 1 000 11,500 154 7,215 0.0 13,500 155 7,215 0.0 13,500 156 7,2]5 0.0 43,500 157 7,2]5 0.0 13,500 15B 7,215 0.0 13,500 ]59 7,2]5 0.0 43,500 160 7,215 0.0 13,500 161 7,221 0.0 13,500 162 7,210 0.0 13,500 163 7,311 0.0 13,500 161 7,206 0.0 13,500 165 7,206 0.0 13,500 ]66 7,206 0.0 13,500 167 7,206 0.0 13,500 168 7,205 0.0 13,500 169 7,205 0.0 13,500 170 7,243 0.0 13,500 ] 71 7,219 0.0 13,500 172 7,220 0.0 13,500 ] 73 7,232 0.0 13,500 174 7,200 0.0 13,500 Table Pg. 4 of 4 TABLE 1 (cont.lnlled) LoOT AREA ES'l'UIATEIJ ESTIMATED LOT B (sq. Ft.) loOT I'RF.MIUM 11ARKET VALUE =====~============================================ 175 7,200 r 4J,500 176 7,200 0.0 4J,500 17"/ 7,J05 0.0 4J,500 17B 7,640 0.0 4J,500 179 7,JBB 0.0 4J,500 IBO 7,4BB 0.0 4J , 500 IBl 7,5B6 ~1,000 41\,500 1B2 7,643 1!000 44,500 IB3 B,B91\ 0.0 4J,500 IBI\ B,71\B 0.0 I\J,500 185 8,357 0.0 43,500 -------- -------- ---------- TOTAL: 1,1\71\,116 $85,000 $8,IJ2,500 33.84 ACRES ---------- ---------- NoTE: J\LL LoT SIZES J\RE RoUNDED TO TilE NEl\REST SQUJ\RE FOoT. Res. 91-132 ADDENDA Land Sales (Table 2) Tract Map certification Professional Qualifications: Michael F. Frauenthal, MAl, SRPA Page 10 TABLE 2 LAND SALES SUMMART TRACT T~185 tOCA TlON LANO AREA SALES PRICE HAr GRID SALES DATE ACRES LOT SIZE PER ACRE LANO COOP NO APN SALES PRICE NO OF LOTS (SF) PER LOT STATUS ================================================================================================== SUBJECT NUC OF CAJON BLVD ~6.66 ACRES 7,200 RAU W ANO JUNE STREET GROSS HIN APPROVED SAN BERNARDINO, CA (185) HAP 6.E1, SAN BERNAROINO CO. 262-231'03, 04 ALONG CIIESTNUT AVE. 06f1~/90 5.95 10,800 $33,613 RAU W HE OF Ollto AVE. $200,000 N/A HIN NO MAP SAN BERNARDINO, CA 49-03, SAN BERNARDINO CO. 261-032-0~ 2 ALONG NUS Of LITTLE LEAGUE 02/27/90 29.86 N/A $34,491. RAU W DRIVE, SIO BELHONT AVE. $1.030.000 N/A NO HAP SAN BERNARDINO, CA ~9.03, SAN 8ERNAROINO CO. 261'121-10, 261'131-03 3 NEC OF HAGNOLIA AVE. 05/03/90 20.00 10,800 $47,500 RAU W ANO IRVINGTON AVE. $950,000 M HIN $1~,8~~ NO HAP SAN 8ERNAROINO, CA ~9-0~, SAN BERNAROINO CO. 261-1~1'03 ~ ALONG TERRA VISTA ORIVE 02/09/90 22.77 6,000 $1~9,100 RAU U/ NU OF PALHETTO AVE. $3,395,000 110 $30,86~ APPROVEO RIALTO, CA HAP 5-02, SAN BERNARDINO CO. 239-3Bl-12 5 ALONG MANGO AVE 01105190 7.13 10,800 SI90,7~3 RAU W SIO UALNUl AVE $1,360,000 36 $37,778 lEIHA1IVE RIALTO, CA HAP 5-06, SAN BERNARDINO CO. 2',0-131-02, OS, 58, 85 & 88 2~0-161-T5 6 sue or SAN BERNARDINO AVE Of,117/90 13.80 7,200 S151,297 R^\.l Uf AND 1I NDEN AVE $2,100,000 60 $35,000 APPROVED BL()()MINGTON. CA HAP 15-A6, SAN BERNARDINO co. 252-071-01, 252-081-07,20, 21 ANO 2~ 7 NEt or RANDAll & PEPPER 02f15190 ~1.20 6,200 S09,632 RAY I,lf AVENUES $3,700,000 165 $22,42/. IEtHAIIVE COl ION, CA HAP 15-A6, SAN BERNAROI~O CO. 160-313-01,02,03,O~,07 250-211-05,12,15 8 ALONG 161" stREET a Of,/30/90 9.74 7, SOD $68,634 RAU UI CAl1FORNIA STREET S668,500 3~ HIN $19,662 ArPRovED SAN 8ERNARDINO, CA HAP 7-A6, SAN 8ERNARDINO co. 269-1~2.29 THRU 40 269-1~3'06, 07 i\w q II Y:.;. j~:::: _~'o.:~~<'::~'_:~\~'~::!..' (;~'. _, .:- ," .. ~ 'i..:';' , ,":' , ;. ,'.' .' "'f, . '\," ." . ".'1# J~:vll'~""'l"'~ ::~~ ;\: ,;. ~ j ;:(>~' , 0', ~ .., \. .,.. .' It. \, ..{: .... ~ }'.';) : .' . '. L ,.\ ..:.l" II .' "- i~>'.( I',,' .' , . ;v I, Ill. ~: . .', I' I. , ! ~ . ';-.', ., ";.'l' : ~ " .. ,".,:. '. i.:' '" ~ i...l'; ~.>:':: \ ,.', \~:';'. -., - ,,"," ,. i: ~ . '1" :'","" .. '.. \(.... }. .~ (-, \":'."". " :':';-?:.~ I:l(); ~.<~:r-i t~r~Hf>~ rJ:f;I;~\ I~,~t ;~"'~'~ ,;.""- t..' , 'Ia"' "" ,;;t'(::f' <' . n' "":,'. ~ . . i. .; ,.... ...: - .1 ~ .'!- '.' _~ ....", '_.~il.' .::' ~ : ,.......,! ...... :-:1', _ -.' ...;. 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""'''' P" , ". co ~ 0 i~ lO . ... t- ro 0> 0 ... '" ~ -.j< ~ -.j< ~ -.j< ~ lO 0 lO . lO .l!..!1I ... ... ... ... ! ... ! ... i~ ~ 111OJti, t- r ~ lO 0 ... . b }\ W p. ". ". ". ~. " .. !;J "" .,,,... ""'''. V1 P " <0 I ~ lO 0 oi I~ ... . ~i ... ~ 0 0 0> ~ ro 0 t- o co " 0> 0> !i m ro ! ro ! m !i; ~"~ ". ~i 0 In. ~ lO 0 lO . · "':SNOH8. =;. ."1 ... . --~~~,.7i':i::." . . . P" t -"" 1:!l3H1S J..OIl.'''' I - _0---- ...1.'. I -..~A.......I_J__ -- -- po ,- A_'SI'I{". n.. . ..,.., = ~ ~ -.j< 0 - ,If_,.A'",,"' lO . ..........H...... ... ..' ... . .- ". P' .. ". P. ;~. ~ . - ~~i- IL ' ". I' I ~L - ~ t'l w ~i 0 = ... ~ '" = t'l 0 -.j< 0 lO t~ lO W co co ro ro ! m ! m ... V1 , ". ------ ---------- ----- ----- --7--' ~ . . . . p- . 'p~ "'..' ...... ............... .......-......,..-.... "'"', fu,) , 91- iY1. CERTIFICATION We, certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and is our personal, unbiased professional analyses, opin- ions, and conclusions. 3. We have no present or prospective interest in the property that is the subject of this report, and we have no personal interest or bias with respect to the parties involved. 4. Our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. 5. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uni- form Standards of Professional Appraisal Practice. 6. We have made a personal inspection of the property that is the subject of this report. 7. Charles R. Frauenthal, provided significant professional assistance to the persons signing this report. 8. We certify that to the best of our knowledge and belief, the reported analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the American Institute of Real Estate Appraisers. 9. We certify that the use of this report is subject to the requirements of the American Institute of Real Estate Ap- praisers relating to the review by its duly authorized representatives. 10. As of the date of this report, Michael F. Frauenthal, has completed the requirements of the continuing education program of the American Institute of Real Estate Appraisers. Respectfully submitted, , ! .. -, J .-1 - /,or( ~-'~ ;/,-~. z1~ .' / ,.. ____/ ../L4 I -' - ':---/ ,-//--/44/ .- Mfchael F. Frauenthal, MAl, RPA 0-s.-<> e\l \~ ;). MICHAEL FRAUENTHAL & ASSOCIATES, INC. Real Estate Appraisers-Consultants PROFESSIONAL QUALIFICATIONS OF MICHAEL F. FRAUENTHAL, MAI, SRPA POSITION: Independent Appraiser/Consultant ADDRESS: 34237 Via Santa Rosa Capistrano Beach, CA 92624 (714)496-1676 EMPLOYMENT: 1984-1985 American Diversified savings Bank Costa Mesa, California Southwest Regional Appraisal Manager 1982-1984 Charles Dunn Company, Los Angeles, California, Appraiser 1976-1982 Harold Davidson & Associates, Inc. Los Angeles, California Appraiser/Director of Acquisitions EDUCATION: University of Southern California, Los Angeles, California, 1972-1976, B.S. - Business/Real Estate Finance AI REA Courses successfully completed: 1A-1, 1A-2, 1B-1, 1B-2, 1B-3 - Ethics, Residential Valuation, Rural Valuation, Case Studies, Report Writing, Investment Analysis, Litigation Valuation and Comprehensive Examination AIREA seminars Demonstration Feasibility and attended include: Report writing, Market Analysis Commercial Real Estate society of Real Estate Appraisers Courses Completed: 101, 102, 201, and 202 Additional Real Estate Education: Marshall Valuation Service -- Residential and Commercial Cost Handbook and Computer Seminars. R41-C and the Appraiser, Standards of Professional Practice. University of California at Los Angeles Real Estate Investment Analysis, Real Estate Syndication 34237 Via Santa Rosa. Capistrano Beach, CA 92624. (714) 496-1676 PROFESSIONAL QUALIFICATIONS MICHAEL F. FRAUENTHAL, HAI, SRPA LICENSE: Real Estate Broker, State of California (1978-1986), #0-618594-6 ALLIED REAL ESTATE EXPERIENCE: Fourteen years in all phases of Real Estate Appraisal TYPE OF PROPERTIES APPRAISED: commercial: Neighborhood and convenience shopping high-rise office buildings, garden-office building, store buildings, gasoline service stations, etc. centers, retail Industrial: etc. Warehouse manufacturing plants, loft buildings, Residential: Apartment houses, condominiums, residential subdivision, single-family dwellings, motels, etc. Vacant Land: Residential, commercial, industrial and agricultural sites Special Purposes: Convalescent hospitals, churches, regional entertainment facility, agricultural site, etc. PROFESSIONAL ORGANIZATIONS: Appraisal Institute Orange county Chapter, Director 1991-92 Admissions Committee - 1991 American Institute of Real Estate Appraisers Designation MAl MAl Member Number 7093 Member Admissions Committee 1987-90 Society of Real Estate Appraisers Designation SRPA Member, Ethics Committee, Chapter 132 Chapter Director 1986-87, 1987-88 Admissions Committee - 1989-1990 Res. 91-132 APPENDIX B LIST OF ASSESSMENTS AND LAND VALUES Res. 91-132 CITY OF SAN BERNARDINO ASSESSMENT DISTRICT NO. 977B LIST OF ASSESSMENTS AND LAND VALUES Assessment Estimated Assessment Lien-to-Value Delinquent Parcel Number (1) Value (2) Amount (1) Ratio Taxes (3 ) Owner (1) 1 43,500 5,475.94 7.94:1 Century Rrns 2 43,500 5,475.94 7.94:1 Century Rrns 3 43,500 5,475.94 7.94:1 Century Rms 4 44,500 5,475.94 8.13:1 century Rms 5 44,500 5,475.94 8.13:1 Century Rms 6 43,500 5,475.94 7.94:1 Century Rrns 7 43,500 5,475.94 7.94:1 Century Rms 8 45,500 5,475.94 8.31:1 Century Rrns 9 46,500 5,475.94 8.49:1 Century Rrns 10 46,500 5,475.94 8.49:1 Century Rms 11 45,500 5,475.94 8.31:1 Century Rms 12 43,500 5,475.94 7.94:1 Century Rrns 13 43,500 5,475.94 7.94:1 Century Rrns 14 44,500 5,475.94 8.13:1 Century Rms 15 44,500 5,475.94 8.13:1 Century Rrns 16 43,500 5,475.94 7.94:1 Century Rrns 17 43,500 5,475.94 7.94:1 century Rrns 18 44,500 5,475.94 8.13:1 Century Rrns 19 46,500 5,475.94 8.49:1 Century Rrns 20 45,500 5,475.94 8.31:1 Century Rrns 21 46,500 5,475.94 8.49:1 century Rms 22 45,500 5,475.94 8.31:1 century Rms 23 43,500 5,475.94 7.94:1 Century Rrns 24 44,500 5,475.94 8.13:1 Century Hrns 25 43,500 5,475.94 7.94:1 Century Hrns 26 44,500 5,475.94 8.13:1 Century Hms 27 43,500 5,475.94 7.94:1 Century Hrns 28 44,500 5,475.94 8.13:1 Century Hms 29 46,500 5,475.94 8.49:1 Century Hrns 30 46,500 5,475.94 8.49:1 Century Hrns 31 43,500 5,475.94 7.94:1 century Hrns 32 43,500 5,475.94 7.94:1 Century Hms 33 43,500 5,475.94 7.94:1 Century Rms 34 43,500 5,475.94 7.94:1 Century Hrns 35 43,500 5,475.94 7.94:1 Century Hrns 36 43,500 5,475.94 7.94:1 Century Hrns 37 43,500 5,475.94 7.94:1 Century Hrns 38 43,500 5,475.94 7.94:1 Century Rrns 39 43,500 5,475.94 7.94:1 Century Hms 40 43,500 5,475.94 7.94:1 Century Hrns 41 43,500 5,475.94 7.94:1 Century Hms 42 43,500 5,475.94 7.94:1 Century Hrns 43 43,500 5,475.94 7.94:1 Century Hrns 44 43,500 5,475.94 7.94:1 Century Hrns 45 43,500 5,475.94 7.94:1 Century Hrns 46 43,500 5,475.94 7.94:1 Century Hrns 47 43,500 5,475.94 7.94:1 Century Hrns 48 43,500 5,475.94 7.94:1 Century Hrns 49 43,500 5,475.94 7.94:1 century Hrns Assessment Estimated Assessment Lien-to-Value Delinquent Parcel Number (1) Value (2) Amount (1) Ratio Taxes (3) Owner (1) 50 43,500 5,475.94 7.94:1 Century Rms 51 43,500 5,475.94 7.94:1 Century Rms 52 43,500 5,475.94 7.94:1 Century Rms 53 43,500 5,475.94 7.94:1 Century Rms 54 43,500 5,475.94 7.94:1 Century Rms 55 43,500 5,475.94 7.94:1 Century Rms 56 43,500 5,475.94 7.94:1 century Rms 57 44,500 5,475.94 8.13:1 Century Rms 58 44,500 5,475.94 8.13:1 Century Rms 59 45,500 5,475.94 8.31:1 Century Rms 60 46,500 5,475.94 8.49:1 Century Rms 61 45,500 5,475.94 8.31:1 Century Rms 62 44,500 5,475.94 8.13:1 Century Rms 63 43,500 5,475.94 7.94:1 Century Rms 64 43,500 5,475.94 7.94:1 Century Rms 65 43,500 5,475.94 7.94:1 Century Rms 66 43,500 5,475.94 7.94:1 Century Rms 67 43,500 5,475.94 7.94:1 Century Rms 68 43,500 5,475.94 7.94:1 century Rms 69 43,500 5,475.94 7.94:1 Century Rms 70 43,500 5,475.94 7.94:1 Century Rms 71 43,500 5,475.94 7.94:1 Century Rms 72 43,500 5,475.94 7.94:1 Century Rms 73 43,500 5,475.94 7.94:1 Century Rms 74 43,500 5,475.94 7.94:1 Century Rms 75 43,500 5,475.94 7.94:1 Century Rms 76 44,500 5,475.94 8.13:1 Century Rms 77 46,500 5,475.94 8.49:1 Century Rms 78 45,500 5,475.94 8.31:1 Century Rms 79 44,500 5,475.94 8.13:1 Century Rms 80 43,500 5,475.94 7.94:1 Century Rms 81 43,500 5,475.94 7.94:1 century Rms 82 43,500 5,475.94 7.94:1 Century Rms 83 43,500 5,475.94 7.94:1 Century Rms 84 43,500 5,475.94 7.94:1 Century Rms 85 44,500 5,475.94 8.13:1 Century Rms 86 44,500 5,475.94 8.13:1 Century Rms 87 43,500 5,475.94 7.94:1 Century Rms 88 43,500 5,475.94 7.94:1 century Rms 89 43,500 5,475.94 7.94:1 Century Rms 90 43,500 5,475.94 7.94:1 Century Rms 91 43,500 5,475.94 7.94:1 Century Rms 92 43,500 5,475.94 7.94:1 Century Rms 93 43,500 5,475.94 7.94:1 Century Rms 94 43,500 5,475.94 7.94:1 Century Rms 95 43,500 5,475.94 7.94:1 Century Rms 96 43,500 5,475.94 7.94:1 Century Rms 97 43,500 5,475.94 7.94:1 Century Rms 98 43,500 5,475.94 7.94:1 Century Rms 99 43,500 5,475.94 7.94:1 Century Rms 100 44,500 5,475.94 8.13:1 Century Rms 101 45,500 5,475.94 8.31:1 Century Rms 102 44,500 5,475.94 8.13: 1 Century Rms 103 43,500 5,475.94 7.94:1 Century Rms 104 43,500 5,475.94 7.94:1 Century Rms 105 43,500 5,475.94 7.94:1 Century Rms 106 43,500 5,475.94 7.94:1 Century Rms Assessment Estimated Assessment Lien-to-Value Delinquent Parcel Number (1) Value (2) Amount (1) Ratio Taxes (3) Owner (1) 107 44,500 5,475.94 8.13:1 Century Hms 108 43,500 5,475.94 7.94:1 Century Hms 109 43,500 5,475.94 7.94:1 Century Hms 110 43,500 5,475.94 7.94:1 Century Hms 111 43,500 5,475.94 7.94:1 Century Hms 112 43,500 5,475.94 7.94:1 Century Hms 113 43,500 5,475.94 7.94:1 Century Hms 114 43,500 5,475.94 7.94:1 century Hms 115 43,500 5,475.94 7.94:1 Century Hms 116 43,500 5,475.94 7.94:1 Century Hms 117 43,500 5,475.94 7.94:1 Century Hms 118 43,500 5,475.94 7.94:1 Century Hms 119 43,500 5,475.94 7.94:1 Century Hms 120 43,500 5,475.94 7.94:1 century Hms 121 43,500 5,475.94 7.94:1 Century Hms 122 44,500 5,475.94 8.13:1 Century Hms 123 46,500 5,475.94 8.49:1 Century Hms 124 45,500 5,475.94 8.31:1 century Hms 125 46,500 5,475.94 8.49:1 Century Hms 126 45,500 5,475.94 8.31:1 Century Hms 127 43,500 5,475.94 7.94:1 century Hms 128 43,500 5,475.94 7.94:1 Century Hms 129 43,500 5,475.94 7.94:1 Century Hms 130 43,500 5,475.94 7.94:1 century Hms 131 43,500 5,475.94 7.94:1 Century Hms 132 43,500 5,475.94 7.94:1 Century Hms 133 44,500 5,475.94 8.13:1 Century Hms 134 44,500 5,475.94 8.13:1 Century Hms 135 43,500 5,475.94 7.94:1 Century Hms 136 43,500 5,475.94 7.94:1 Century Hms 137 43,500 5,475.94 7.94:1 century Hms 138 43,500 5,475.94 7.94:1 Century Hms 139 43,500 5,475.94 7.94:1 Century Hms 140 43,500 5,475.94 7.94:1 Century Hms 141 44,500 5,475.94 8.13:1 Century Hms 142 44,500 5,475.94 8.13:1 Century Hms 143 46,500 5,475.94 8.49:1 Century Hms 144 45,500 5,475.94 8.31:1 Century Hms 145 46,500 5,475.94 8.49:1 Century Hms 146 43,500 5,475.94 7.94:1 Century Hms 147 43,500 5,475.94 7.94:1 century Hms 148 43,500 5,475.94 7.94:1 Century Hms 149 43,500 5,475.94 7.94:1 Century Hms 150 43,500 5,475.94 7.94:1 Century Hms 151 43,500 5,475.94 7.94:1 Century Hms 152 44,500 5,475.94 8.13:1 Century Hms 153 44,500 5,475.94 8.13: 1 Century Hms 154 43,500 5,475.94 7.94:1 Century Hms 155 43,500 5,475.94 7.94:1 Century Hms 156 43,500 5,475.94 7.94:1 century Hms 157 43,500 5,475.94 7.94:1 Century Hms 158 43,500 5,475.94 7.94:1 Century Hms 159 43,500 5,475.94 7.94:1 century Hms 160 43,500 5,475.94 7.94:1 century Hms 161 43,500 5,475.94 7.94:1 Century Hms 162 43,500 5,496.49 7.94:1 Century Hms 163 43,500 5,475.94 7.94:1 Century Hms Assessment Number (11 Estimated Value (21 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 43,500 44,500 44,500 43,500 43,500 43,500 -0- Assessment Amount (11 Lien-to-Value Ratio Delinquent Taxes (31 Parcel Owner (1) 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 5,475.94 -0- century Hms Century Hms Century Hms Century Hms Century Hms Century Hms Century Hms Century Hms Century Hms Century Hms Century Hms Century Hms Century Hms century Hms Century Hms Century Hms Century Hms century Rms Century Hms Century Hms Century Hms Century Hms City of SB 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 7.94:1 8.13:1 8.13:1 7.94:1 7.94:1 7.94:1 NjA (1) Assessment information provided by GFB-Friedrich & Associates, Inc., Riverside, California. (2) Value estimates provided by Michael Frauenthal & Associates, Inc., Capistrano Beach, California. For further information, see Appendix A. (3) No property tax delinquencies were reported for any of the assessed parcels. j- - --- , APPENDIX C ASSESSMENT DIAGRAM . ~ . . x o , " o ~ . . X . .. ... ... Gl 0"'1- olf z~u ~~ ~I-ca: ~..J ~ ~ ILl I- ..r( ~ ...a:z!!! Z! . I- ::l Q .. a: ~U)-; ,cW ~iio~:mi ~I-<Zl=o<z. w z _.... lD ::: ILl Z (/) en ~ .. ~ 0 5 u. l'(l ~~8 O~ l:l < ~~. CIl CJ < b o 1:7> ~ <( ~~ . o . .. ~~ .z ii:~ o. !J ~ - ~I ~~ !~ li ~ ~ h it I.J ~! i~~ 5 ilJ !II ~~~ ~~~ .~ - 1;5 .dJ Cl Z W (!) W .J > I e . . ~ i : S .: I :: ~ ~ ~ ~ 5 .0' ~ S S :: :I :I < < ~ ~ U:\ ~'D --- ~ to' 180'. ~ ~ 'C) ~ ~ m . 'I' . ~ ii' ~ ~ i ~I is ~h ~~~~~~~ii;'I. s~ii~6i~i~~ ~ Ih!d,"Mhi to!!-!! h6~ I~ !it! \Is Ps c i~!jli i~U~ l ~91 -W!' ~~~~ ~~ IEli-l! ..6 ~6~ j' ~~"i.~ 91!~1l1 ~~..h i 3~;i~ Wi~i~ i M ~~5;i lihgS .~ ,=.5. .,1 ~~ 110<<-- I.X U ! ~HJ -,15.,_ Ii ~~e- ll. <( ::2' x w Cl 6: I"" , ~ , ,- 4- ~ ~ 243", ~ ,- 4- DON PABLO . ,- .~ 696', , -' 1.5'", AVENUE COURT COURT '" . " . ~ u w ~ o go ~ ~ ClI-I'::>d- '" z '" ~ o ~ ., o z '" ~ o w " ~ '" ,. . ,."! ~~ zZ u ;; :1:. uu -z 0:_ !ilcJ -0 0:", ~~ "'oll L? . o ~ o , ~ . e w w r . , . o N e W W r . Izn " t:U.OO' @ m 0 N 6 ~ . ~ "I N W 123.00' N " @ 0 0 '? 6 '" . "I N W 123.00' N " @ ~ 0 6 ~ . ~ "I N W 123.00' N " o g @ 123.00" " o 6 . @) 123.00' " o 6 . @ 123.00' l: ZZ c;r- b ~ " ~ J . V 0 leo'! 0 120.00' I 0 @ w 6 N b . ~ 0 I ~ 6 N . N 120.00' W l- N .. W 0 ~ 0 r; I 0 @ "I 6 0 (/) I . ~ 0 6 "I 0 . N 6 w. . 120.00' N 0 0 b @ w " 0 N , 6 ~ b . ~ 0 "I 6 N . 120.00' W N N '? '" N N w N b o 6 . ~ '? '" "I N W N g 6 . ~ '? '" N N w N o o 6 . b @ 0 0 '? I g '" 0 "I 0 I N g w <0 '23.00' N ~ @ w 0 '? 0 '" g N 0 N 0 w 6 N . 123.00' 0 ~ @ '? 0 '" g b "I 0 N g W 123.00' N ~ " . @ "4.92" 80."6" CR~TY ~ 2".~9 81.92" m " @ '? ,; '" . "I N W N 1:!.2_!l3 0 @ ~ ;;. t " N " . W N \,:>".1"" '0' \<<>) ~ w '? '" "I N W N < l- i< ~ o a: o o ~ ." . . I AV~~_U\ '. " . o . '0 o . . o. o. ... OU'j1- Oi z a: 0 l: ~ t;<~ li!~ ~~l!l.!~i Q 0 ~ ... m 0< !z ~ E .l! ~ ~ w ~ (/) (/) z :E 5 &L ~ ::: 8 0 ~ ~ c 5 ~ I " @ 0 0 "I I 6 '" . "I N 120.00' W N I g @ ~ .0 6 ~ . '" N N 120.00' W N 0 @ ~ 0 ~ 6 '" . ~ N 120.00' W N b @ N 0 ~ 6 b . '" "I 0 g 0 N 0 120.00' W 6 N Q " @ 0 '? 6 0 . '" ~ 0 6 N . 120.00' W N b @ 0 0 "I g '" 0 ~ 0 N g 0 120.00' W 0 N 6 . 0 m 0 @ g -. '" 0 ~ 0 N g W 1"0.00' N o o 6 . o o 6 b . 0 ~ " o 6 . e~ N W N 106.00' @ N 9 '" ~ N W N !>3::!.9" ~ 108.03" . w . @ 0 7 . 0 ~ r ~ . ,; N . W N "".0"'/ @ 'i I"' ~ 1"'1 ':l 0 N \\'!lod r \"'\ SEE SHEET 6 ::) \ 3Q6"! IOIl.OO' ". ." e ~ '? Iii ;., ~ ;;: ~ 2 N VERMONT STREET' g ~ '? ~ ~ N W N N 126.07' ~ 9 '" ~ N W N ''',.. '" @ ~ . ~ ~ "I N W N o . o . o w o . o ~ o -./'- 611.00' w 8~b _ 00 ,- ~ 0: N N w. N (' \W' ,/ 1".69 _0 . ~.2S 2'4.69 !l.1'9' " . . Q @~. N ..!. 0 _ 00 ~ ~ W N 65.00' t- I- W W r '" w w '" " N ,; Q 8. - r-- :i. - ~ ~ , 0 N N W . N 23.69" .0 .-- w . ~ ~ 0 "I 0 ~ g N '.;\ l~) (,21 \~ . o ~ o < > a ( f\90. ~\-\"J). . " w W I . , " o . " W W I . .. .. .. 0;:\" Za:U .. e ii: UW" ~~~~ - a ~ Q Z E ;; !Ze.,- ~~~ "eu t3u.c ., ., e ~ ~ ~ - . IH ;! i" ffi ~ III ! Z w e m .. ~ u. 0 o ~ 5 ~ o . o . ----C ZZ =-- " ~ w " . u . o . o . o ~ o t Ii.- 243'~ --~ 156": 60.00' 60.00' 60.00' :!6....7. 24)4' ~ .. li:!.2!t" '" $11.28' 7- 180'~ ---... ~I 120.06" I ... .. ., ~ . N " , @~ @~ m @~ m m @ ~ . ,p. @" , @" ~ m ~ . , @ .. . <t . \..':::) I'- N I'- <t I'-N I'- <t ~ I'- N ~ N 0 . ; N ill I N . - N - N -N - N - , 0 0 .. .. .. .. N .. . N .. N N N N N N > 120.08" e I 0 ~ .. " @ ~ " 60.00' 60.00' 6O~O' 63.00' 1l2~O' 0' ., ... 60.00' 0 ~ 0 . N . .... CRISTY AVENUE I . .. . W N W - - -- -- -- - - g- -- - l 120,oe ~ "' " w " @ ~ " W 60.00' 60.00' 60.00' 60.00' Slur ....~ 0 " 0 "' 60.00' . ~ . '. . I N . .. N I 120.0S' . ~ .. ... " "I N. ., " N. N .. (:c, @ " " , 0 N ' 0 @~~ " ~ 0 0 @ i)0: @ ~ 0 @ iOq @ " .; ~ .; Nn .. ~ t;'~ 0 " 0 'eJ " N " '. <t - 'n . <t . .. N- N- _ N. . . 0 N .. ..- N N N .. N N .0 .. N 120.09' (\j .. ~. @ 'I <0 ... ~ 60.00' 60.00' 60.00' 60.00' " i~ " @ ~ " 60.00' "I " F- 0 0 N ~N . "I . .. . N . N I .. IZOJO' N N ~. 0 .. [ .. . ., " (g} " @re " ~O .. @~ N ~ 0 0 @ .,0 @ , 0 0 @ ~ " " @ " g g NO m ii q g .. 0 0 " 0 \'7 N , '. _ NO ='1 <t . " "I 2 _ N N- - N ~ " .. .. N N . N N N .. .. .. I .. N N N N I I:<'OJO' ~~ ., " ... on 60.00' 60.00' 60.00' 60.00' 60.00' ~.OO' @ ~ 0 0 ., .... g ~ 2 w DON PABLO COURT N .. W - - --- --- ~--- - ----1 N ~- - 120JI" on ) , w ~ n ~ W IlLOO' li @) "' 60.00' 60.00' 60.00' 60.00' 60.00' ...~ " " '. . "I 0 N . . .. ~ N . .. \ 118.61" 0 @~ N ~ ~ 0 "'- . . ; ~ ~ , ~ " ~ .; \\ . (r:o. @,,~ @) ii ~ @ " 0 @ " @ " . .; ~ ; "I . " \~ N N. t;' ~ 1'>' ~ ~ @) <t " - ,- N _N N N N 0 N .. .. .. .. .. . N .. N N N N N 0 .. .; N , N . 0- . . I IIl7f ~ 60,00' 60.00' 60.00' 60.00' 60,00' 'H.~:l' I I I I I (~ I (.ii' I I~\ D (ac r",\ (::;1 I~J \3) \~) ~) 1'>1 '" ~ i \~ \~) \"7 SEE SHEET 4 f\.9" e\l_I:,d-. . >- . 0 . r . . ... , ... ~ " CO 0 0 ci ~ I- Z ~ 0 . u is . ~ Z II: " >- e ii: II: ~ . l- . U W l- e i " T co Z . ii: z is .. II: ~ I- ~ W 0 co z &; "' < -i: ZZ ~ G ~ ~ . is 0 0 ~ " z i= 0 z . . e G l- e ~ z u Z c;; Ol . ~ < 0 w 5 ... G . ::E 0 0 ~ co .., 0 e u ~ ~ co u e . w co u 8 0 Ol e \ iNI 'iD\ 'in' ,~ r iN\' (,.,\ \~J I ~J I IN) I 19. I (;;)\ I \~I I \~J I \-::; C/ \ ~ IIl7r i N . @ ';- 60.00' 60,00' 60.00' 60.0cr 60.00' 66."UI' " .. . ~ "I N 0 W ~ wi . N 0 ~ ~ G ... ~ "; ~I 111.00' o. @~ @1 y. @~ @ .. . (&0 0 @ -0 0 0 @cijg 0 0 ~~ 0 0 "I . ;; '" "I ~ ~ 0 ,.., N iii '" N 0 \~) ; 0 . . N @ N" - N " - ~!! - .:. " w . .. 0 ~- W N " W W N 0 0 N N W N N 0 "I . N 0 N . I . W N I 111.00' - ,'/ 60.00' 60.00' 60.00' 60.00' 60.00' StOO' .' 0 0 @ ';- 0 0 .. 0 - RAa\!!,~ _ COURT_ 0 "I 0 - , - - - _0 - ---j . N . . W N I 111.00' 60.20' 60.00' 60.00' 60,00' 60.00' 53.10' .<" ~ .'. 0 @ "I 0 0 .. 0 G 6 6 @~ ~ 0 ~ I . "I . (;)'1 @~ @! N "I N @~ @ .. w I N ". .:. . ~~ . :s!: ~ " <{)G . . "I ~ UI.OO . - w 6 6 -"I 6 0 N 6 N ; N " N " " - 0 " w g " w W N N N G N N W w "I N N @) " 0 .. 0 0 "I 0 6 6 "' . N . W ... N W 60.20' 60.00' 60.00' 60.00' 60,00' 61.0Z' IIl00' W I "' ... w 0 @) "I 0 w I 0 .. 0 . '" G ~ 0 "I . @"O ... w. ~ y .. . I . N @ .. 0 @ ifi ~ @~ 0 @ .. 0 @ .. w ~ _ ~ o. .. .. 0 0 0 0 "I 6 N '" '0 "I g NO <0 "I 0 NO . IIl00' ~ ' " o " N N" N N N " N - W W - W W N N W W N N N N ~ I 0 ~ "I 0 0 0 6 .. . /;/ I . "I . - 10.13" ~9.5!1' 60.00' 60.00' 60.00' 52..00' .' N 60.00' G IIl00' N - - BRONSON 0 STREET_ ~ -- -- - -. - - - ----1 "I 0 @ .. 0 ~I 0 "I 0 - 6 6 0 N . W ~9JO 1>0.00' 60.00' 60.00' 60.00' 52.00' N 10.91 .< <:"~<:' 1I1.0cr ~I y G ~ - N I ~ (9 "I @~ @~ 0 0 .. '",\ @~ @ @ .. @ .. g " . :Ib .. .. "I . \~J <DG GO "I "I N . . NO W " "I 0" N N N N W W N- W W '<. w N W N N N N N "'. 95.92 I ~1 BRONSON I 60,00' 60.00 60,00' 60.00' 60.00' 66...... n ST. ~ SEE SHEET 3 f " ~ ) ~ 696 ~ r",,,. '11-11;,)- . ~ w w r . , " o o ~ w w r . .. .. Ol . 15 ... ~a:~ ~C~ U~U) eo ~ Q ~O~ CZI= "'C- ffi i: ~ ::El;o 0CU ffiuc o ~ I.~J 00 ((0/0' - .' o ~ Z 0 Q . '" 5 ;! g C) ffi i ;i m ~ o ~ ~ - CI) ~ ... . o ~ ~q o . g ~ ""I 1& . . o . "<.. 0<, o c @ o . '2..70' o . ~ @ij N N - ~ N o ,,' ,,' ., {, !<; ~~ ~) fvfv tZo; " - /n.... to"! . W 0'" " ..-, 10;>0); 00 '-/ . ,0 lltl.OQ_ @ ~ ~ iO 'I N ~ N ',p~ "- @~ ~ '00. N 0" SEE SHEET 7 a '1 iO 'I N ~ N a '1 iO ~ 0 t.:-,\ Ul ~ I~-:J (\j ~ \: ,(6'06 .00'06 ~ @~ ~ N @ " o ~~~~ COURT Z"tJ'" .... : " , @ ~ ~ \C) Ul 2 N c ~ @~ ~ N &) 4')~ CV~'-! . ~"" ~90 'l,ro ,0 - 70.00_ I/IIQIJEi:l (- -------- t17Jl"" , ~ " ~+~o20< OOO.t'-. ~ " '''0 0< @ ~~ ~ ~'( . " 00 ",,(0'1; ,O~ .9~i"6Z ~ i:7Z~ " ~ w " < U . /6J6 -0 . ''''"61; ""g-.:.! .9&"9!: .0'"1 ~ @~ , ~ @~ . - N ,; . ~ . . N _ N ~ N g '''1:"1:.. . .1>('."" 9"'0<;; 0 N @ ~ @~ 0 . N . tr Ol N ~ N ~ N .0g"C:11 ------------ .00'.(," .00".1.'" @ ~. r-.. I!J ~ ..: ~ N ~ @~ ... 'I N ~ N 79.3r l'9.61!l 696': o --0 ..20' COURT ST " >- W w r '" w w '" c\ \Olj ~ >- REET w w r '" w w v, fe, . ~ 0 \"J ~ . 0 , ~ ~ J A"CJ. '1 \ .,,,::( ~\ \':) r,;:\ \J . " w w r . " " o . " w w r . o ~ e66"! ~ 0 I CO Z_ ~ . :i ... _ ia:~ ig ... C j!: ~ ~ 2a:~~Clffi@ t- ~ Z = CO i ~oo;;;~~ I- ~ ~ ... en ! ffi ~ 5 ~ l) ~~~ ~~ W l.l il U> U> C ~ o m @, 6 o . o N o @~ '" N ~ N o. ,.<' 77.~7' " IRI \./ l I I @~ '" , N . N '. o. ~ '0' . . . . (~\ en) ~ '" ......~~.y ".;; .;;" ':, . 1'4.2,. ---------- 'Cc o. .oos~ 4) I'" co ~ @~ . ON8 - Ul." N, '"'" igJ " ~ ~I ^,J w " < u . ~I \~ <;;;\ in! ~ ~ @~~ N ~ o:i N = ~ N PLACE -- -----t------ OJ I- OJ OJ I '" OJ OJ '" m @~ '" N ~ N I09.9~' m 9 @~ '" l;: N 127.00' ~ , ~') I':) ~ I- OJ OJ I '" OJ OJ '" . o ~ o , ~ \~ "\1'1),) . 0- W W I . <- C o <- 0- W W I . ~ ZZ <<:::;>-- -J- TRACT 60.00' ~ 'I b b 8 ~ 0 0. ~ g tJ~ N W N 60.00' VERMONT 60.0cr r'\~ \~I~ '-' o @~ ! - N W N b ~ w -' . v . 306't 66.00' 60.00' N t- W W I '" W W '" " ('::::) - ~ @ ~ b 8 'I 0 1IJ ~ 0 0 ~ 2 N < W oJ N G. !llOO' " .. , 60,00' CRISTY 0__ . ~6.00' .,,~. .. @~ g - N ci w 2 N 66.00' ~. ~ 0 . 0 ;00 ~ ~ N W N N ~ b ~ ~ ~ - N W N b N . ~ 0 . 8 'I 0 Q~ b 'I b ~ ~ ~ . G~ 0 ~ . " . 0 ~ N . w b . N N . ~6.Z3' 66.18" "8~. 19.1.. ~e..6' .e.2e" - ---------- - STREET ~ 0 I . < I- j!;.. ~ II! ~ ~ ~ I-<j!: ~g QWcn Cl:i ~~~~~i -QO~~lIl ~~E-U)~ i5 ~ ~ ~ ~ etS~ 5~ III III < I.5S'! 10.5.00' b . . . ~ 'I G~ N I ,. t ~600 ~-~ 1IJ &7..50' Z 6.5..50' ::l I U9JS: ~ .., @ ~ i I b ~ O. ~ " . N . W ,; N I lIe.~7' " (I--I J ~ (~ I \~ I / SEE SHEET 6 / I I -. ~ .53.82" " !lLOO' ,- ~ ~ @~ ~ " - w ~ 9 N 66.00' '0. ~ ~ m @~ '" . _ N W N .. "'''c> "loa' I 42.06' 47.00' ."....,,<>'" I " 6.5.00' .",'" ~ m ~ ~ <- ~ @ ~ @ ~ b @ ~ b I b ~ ~ ~ . ~ 0 0 N ~'lg ~ g N 0 ~ W N W . N \N Q w N ~ - N 67.5r 66.361' . ~ . @ 'f ~ 60.32" 60.32" " ~ . 60.32" ~ ,- N ~) N w .. . N , ~ 11.5.00' '"') Ii'! \~ ~ ~ " @) 'f . SEE SHEET 5 . ~ . . ~ ri N . W 1/1.00' N " (gl '" 2.82' 70..28' ~ ~ 0 @~ " . '" ~ ; - N W N 1.../0. "....2Ei. <- @~ ~ - w ~ N .".83' ----------... 68./3" @~ g Q ~ ~ W N o . o ~ o m o ~ o . 199"t 66..27" o BOUNDA./lY 15:1.2$' 67..... e6..,,_ . 7'3J7' @~ - N W N ~ N ~2 ~ ~ CJw N 1'3..$". 6t36' 1'3..$,5" l!lt.t6' 24:n-.1y.-. a1.~". 26..5:5' w . @~ ~ ~ N @~ @ ~g ~ ~ . : fp\ N . ,... ~ . ~ ~ ~ ~) w - N " N W N .3.1'''2' GUe" 30.99' 29.()4;' " AVENUE 0- W - -- W I '" W 29..53 W 60.l!I7'" 30..50' m @"! ~ 2 ~ ~ ~ ~ N N ((;\ ~ g B:il ~ N ~ Q ~~ @ B ~- '-../ . o ~ o . ~ fu.,"\II'l.7J. Res. 91-132 APPENDIX D GENERAL INFORMATION CONCERNING THE CITY OF SAN BERNARDINO Res. 91-132 General Information The city of San Bernardino The followinq information concerninq the citv of San Bernardino and surroundinq areas are included onlv for the purpose of suppl vinq qeneral information reqardinq the communi tv. The Bonds are not a debt of the citv of San Bernardino. State of California or anv of its political subdivisions. and neither said citv. said State nor anv of its political subdivisions is liable therefor. General The City of San Bernardino, county seat of San Bernardino County, California, is located at the base of the San Bernardino Mountains, 58 miles east of Los Angeles. The City was incorporated on April 13, 1854. The City operates under a charter form of government, directed by the Mayor and Common Council of seven councilmen elected from their respective wards and the Mayor elected at large by the voters. population The city's population according to the 1980 census was 118,092. A summary of the city's population from 1970 to 1990 is shown below. 1970 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 106,892 118,092 121,900 129,400 128,800 131,000 134,700 137,400 140,900 148,900 153,700 164,164 U.S. Bureau of the Census. Estimated by the population Research Unit, California State Department of Finance, as of January 1. The following lists annual average number of wage and salary employees by industry within Riverside and San Bernardino Counties for 1985 to 1990. Riverside and San Bernardino Counties Annual Average Employment by Industry (1) Mining Construction Manufacturing, Nondurables Manufacturing, Durables Transportation & Public utilities Wholesale Trade Retail Trade Finance, Insurance & Real Estate Service Industries Federal Government State & Local Government Total Non Agri- cultural Agriculture, Fores- try & Fisheries Total All Industries 1986 1,300 41,900 19,300 50,100 30,500 20,300 123,300 23,800 129,100 19,700 99.500 558,800 23.100 581,400 1987 1,300 53,400 22,800 57,900 32,200 21,500 131,000 25,400 141,900 20,600 103.900 611,900 18.400 630,300 1988 1,300 48,800 23,600 57,400 30,300 21,600 135,300 26,500 147,500 19,800 105.000 617,100 24.900 642,000 1989 1,300 65,300 27,200 61,000 33,300 26,900 143,600 29,800 162,000 20,700 137.800 688,200 20.900 709,100 1990 1,400 67,500 28,700 61,000 35,400 32,400 151,800 32,600 179,500 21,200 128.300 739,900 21. 700 761,600 (1) Employment reported by place of work excluding workers involved in labor disputes, self-employed, unpaid family and domestic workers. Source: State of California, Employment Development Department unemployment The civilian labor force employment and unemployment for the Riverside-San Bernardino-Ontario labor market is shown below. The total civilian employment as of December, 1990 was reported by the State Employment Development Department to be 1,071,600. The total civilian unemployment was 70,600, a rate of 6.6%. Riverside-San Bernardino-Ontario Labor Market Civilian Labor Force, Employment and unemployment Labor Unemployment Year (l) Force Emplovment Unemployment Rate 1990 1,071,600 1,001,000 70,600 6.6% 1989 1,023,600 965,200 58,400 6.1% 1988 944,300 900,300 44,000 4.7 1987 912,300 858,000 54,300 5.9 1986 824,600 775,000 49,600 6.0 1985 778,500 722,400 56,400 7.2 1984 665,600 608,200 57,800 8.6 1983 646,100 575,500 70,800 11. 0 1982 636,200 558,800 77,400 12.2 1981 604,400 553,700 50,700 8.4 1980 586,200 541,500 44,700 7.6 (1) January 1 to December 31 Average. Source: State of California, Employment Development Department. Employment and Industry Located within San Bernardino's economic area are several major employers. Norton Air Force Base is the City's single largest employer. Approximately 4,500 civilian employees and 7,5?0 military personnel contribute to San Bernardino's economlC environment through a gross annual payroll of $200,821,211. The principal installation at Norton is the 63rd Military Airlift Wing, and the base serves as one of the three ports of air embarkation and debarkation for the Pacific theatre. The United States Air Force has announced the closing of Norton Air Force Base, which closing may begin as early as 1991. Although the elimination of the area's major employer is likely to have an adverse effect on the general economy of the City, steps are being taken by the City, the United States Air Force and other affected local jurisdictions to offset such negative impact. For example, the Air Force has given preliminary approval to plans for joint civilian and military use of Norton Air Force Base, the Air Force has released a schedule for the clean-up of hazardous and toxic materials on the 2,400-acre base, and the City has included the base in a redevelopment project area. other major employers include wholesale distributors of beverages, produce, meats, candy, tobacco and sundries to the entire Southern California inland regions. Some of the leading distributors are: Gate city Beverage, Glaser Bros., Grand Central Produce, Inland Distributor, Southwestern Meat and Provision, Desert provision and the distributing firm of Bank, Bohemian and A. Diel. are: The largest manufacturing firms in the San Bernardino area Name of Company The Sun Company California Portland Cement San Berdee Sports Wear Haley Bros. Fleetwood Doane Products Co. Rogers Bindery & Mail Emplovment 475 367 360 180 146 122 118 Products Printing and Publishing Cement Clothing Wood doors Travel trailers Dog Food Book binding The largest nonmanufacturing firms in the San Bernardino area are: Name of Company Norton Air Force Base(l) San Bernardino County Loma Linda University and Hospital City School System stater Bros. Market Inland Center Mall Santa Fe Railroad central City Mall Patton Hospital city of San Bernardino TRW Systems Management California State College, San Bernardino Campus Crusade for Christ Center Southern Pacific Railroad San Bernardino Valley College General Telephone Company (1) Norton Air Force Base is 1991. Source: Emplovment 12,000 8,780 5,800 3,650 3,600 2,300 2,000 1,800 1,458 1,300 1,292 1,000 800 700 565 500 closing, Products Military and Civilian County Administration University and Hospital Unified School system supermarket Regional Shopping Center Transportation Regional Shopping Center State Mental Hospital City Administration Research/Program State College Christian Conference Transportation Community college Communications which may begin as early as Research Division, State of California, Bernardino County Census Bureau, 1984. 1985, San City of San Bernardino liIumber of Permits and Valuation of Taxable Transactions Retail stores Total All Outlets No. of Taxable No. of Taxable Year Permits Transactions Permits Transactions 1981 1,410 $ 793,340,000 3,185 $ 970,660,000 1982 1,453 830,753,000 4,504 1,008,440,000 1983 1,475 903,392,000 4,651 1,104,198,000 1984 1,546 1,018,191,000 4,578 1,257,308,000 1985 1,589 1,135,263,000 4,509 1,400,997,000 1986 1,620 1,214,245,000 4,520 1,496,335,000 1987 1,614 1,295,158,000 4,456 1,611,047,000 1988 1,693 1,443,831,000 4,482 1,774,958,000 1989 1,760 1,517,409,000 4,396 1,898,847,000 1990 (1) 1,852 1,123,499,000 4,654 1,406,356,000 (1) Represents first three quarters of 1990. Source: State Board of Equalization, California. Construction Activity The following table shows building permit valuation for the city from 1984 through 1988. Building Permit Valuation (Valuation in Thousands of Dollars) 1984 1985 1986 1987 1988 Residential New single-dwelling $ 35,650 $ 21,001 $ 47,357 $ 53,699 $ 29,148 New mUlti-dwelling 43,906 42,268 89,706 18,441 157 Additions, alterations 4.815 4.356 4.331 5.056 1.193 Total Residential $ 84,371 $ 67,625 $141,394 $ 77,196 $ 35,530 Non-Residential New commercial $ 27,798 $ 42,250 $ 44,972 $44,870 $ 37,740 New industrial 1,556 3,767 10,777 2,527 10,189 Other 8,898 1,704 7,709 3,153 9,095 Additions, alterations 15.978 14.511 13.265 23.076 15.994 Total Non-Residential 54.230 62.232 76.723 73.626 73.018 Total Valuation $138,601 $129,857 $218,117 $150,822 $108,548 No. of New Dwelling units Single-dwelling 616 306 661 681 292 MUlti-dwelling 1.377 1. 186 2.426 483 4 Total units 1,993 1,492 3,087 1,164 296 Source: "California Building Activity," Economic Sciences Corporation. Transportation Four Interstate Highways traverse San Bernardino County. Interstate 10 crosses the San Bernardino Valley in an east-west direction. Interstate 15 runs north and south, passing through the cities of San Bernardino and Riverside. Interstate 215 traverses between Temecula in Riverside County and Devore in San Bernardino County where it joins Interstate 15. Interstate 40 runs easterly from the city of Barstow into Arizona. U.S. Highway 95 serves the eastern sector of the county, and U.S. 395 the western part. Santa Fe Railroad, Union Pacific Railroad and Southern Pacific Railroad provide regularly scheduled service, with 24-hour switching service and reciprocal-switching agreements between all three Railroads. "piggy-back" service is available. San Bernardino is also served by AMTRAK passenger service to all points east. All major trucking lines have terminals in the San Bernardino area, providing daily-scheduled service to all transcontinental points. overnight truck delivery is available to Los Angeles, Long Beach, San Diego, San Francisco, Northern California, Arizona, and Nevada. ontario International Airport (20 miles west of the city) is served by fourteen commercial airlines, including two intrastate and one commuter airline. united Express and Skywest Airlines connect with major carriers at Los Angeles International Airport. Rialto Airport, a private and commuter airport, provides general aviation service. Greyhound Lines provides transcontinental bus service. The Southern California Rapid Transit District (RTD) provides hourly service throughout the San Bernardino/Riverside/Ontario Metropolitan Area. The Omnitrans System operated by a Joint Powers Authority between the County of San Bernardino and the cities of Chino, Colton, Fontana, Loma Linda, Montclair, ontario, Redlands, Rialto, San Bernardino and Upland provides regular bus service within the City of San Bernardino and between the ten cities and county areas, from Pomona to Calimesa. utilities The city provides domestic water service and sanitary sewer services. Natural gas is supplied by Southern California Gas company. Southern California Edison company provides electrical power. Telephone service is provided by General Telephone Company. community Facilities RES. 91-132 San Bernardino has four acute capacity, 491 physicians/surgeons, 205 chiropractors. hospitals with 919 total bed dentists, 53 optometrists, and 44 There are thirty-five elementary schools, eight junior high schools, four high schools, San Bernardino Valley College (2 years), California State University, San Bernardino (4 years), twelve parochial schools and twenty-five business, trade, and professional schools in the city. other institutions located nearby are Loma Linda University, the University of Redlands and the University of California at Riverside. There are 170 churches, five libraries, three newspapers, 13 radio stations, 13 TV channels, three TV cable systms, twenty-six banks, fifteen savings and loans, twenty parks and playgrounds, fourteen theaters and five public golf courses. Other recreational facilities include the 1,800 seat California Theatre of Performing Arts, an outdoor bowl seating 5,000, and a baseball park seating 500. The city has a California League baseball franchise, the "spirit." The City has six recreation centers and a cultural arts center.