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HomeMy WebLinkAbout1985-116 . l' . . . San B'ernardino 54333-001-13 " ~ ,...,' RESOLUTION NO. 85--116 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE ISSUANCE AND SALE OF BONDS ASSESSMENT DISTRICT NO. 961 WHEREAS, on December 17, 1984, the Mayor and Com- mon Council of the City of San Bernardino (the "City") adopted Resolution No. 84-551, which is the Resolution of Intention for Assessment District No. 961 (the "Resolution of Intention"), pursuant to the provisions of Ordinance No. 3902 of the City, and the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California (the "Code"); and WHEREAS, in the Resolution of Intention the Mayor and Common Council, among other matters, declared their intention to acquire the improvements described in Exhibit 1 to the Resolution of Intention and to construct, install and acquire the improvements described in Exhibit 2 to the Reso- lution of Intention, all in Assessment District No. 961 and as described in the Resolution of Intention, and to issue assessment bonds (the "Bonds") pursuant to Ordinance 3902 -1- 26-Cl-JWB-402.12 3-19-85 (mt) . . , ,. . San Bernardino 54333-001-13 and the Improvement Bond Act of 1915, Division 10 of the Code, to represent and be secured by unpaid assessments; and WHEREAS, the Mayor and Common Council have adopted Resolution No. 85-44 confirming the assessment for Assess- ment District No. 961, approving the assessment diagram for Assessment District No. 961 and ordering that such assess- ment and diagram be recorded and have adopted, on this date, a resolution modifying such assessment and confirming such assessment as modified; and WHEREAS, a period of 30 days for payment of said assessments has been waived by all parties having a legal or equitable interest in the property being assessed and such parties have consented to the issuance of the Bonds; and WHEREAS, the Mayor and Common Council have receiv- ed a list (the "List of Unpaid Assessments") of all such assessments, all of which are and will be unpaid, and have adopted Resolution No. 85-45, as amended by a resolution adopted this date, determining that the List of Unpaid Assessments is correct; and -2- 26-Cl-JWB-402.l2 3-19-85 (mt) . ,. San Bernardino 54333-001-13 WHEREAS, it is necessary and desirable that the City sell the Bonds to be issued to represent such unpaid assessments. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. Unpaid Assessments. The assessments now remaining unpaid, and the aggregate amount thereof, are as set forth on the List of Unpaid Assessments, which is $13,400,000. The List of Unpaid Assessments is attached hereto as Exhibit A and incorporated herein by this refer- ence. Section 2. Issuance of Bonds; Certain Terms of Bonds; and Temporary Bonds. (a) Issuance. The Bonds shall be issued upon the security of said unpaid assessments in the aggregate princi- pal amount of $13,400,000 in accordance with the provisions of Ordinance No. 3902, as amended ("Ordinance No. 3902"), the Municipal Improvement Act of 1913 and the Improvement -3- 26-Cl-JWB-402.l2 3-19-85 (mt) . . San Bernardino 54333-001-13 Bond Act of 1915 and pursuant to the provisions of the Reso- lution of Intention, and the proceedings thereunder duly had and taken, for the purpose of paying the cost of acquisi- tion, construction and installation of the improvements referred to in the second Recital of this Resolution. (b) Certain Terms. The Bonds shall be designated "Improvement Bonds, Assessment District No. 961, Series 1985, City of San Bernardino, California," shall be fully registered Bonds without coupons in the denomination of Five Thousand Dollars ($5,000), or any integral multiple thereof, shall mature, subject to prior redemption, and bear interest at the rates (none of which shall exceed 12% per annum), as set forth in Exhibit B attached hereto and incorporated herein by this reference (the "Maturity Schedule"), and shall be initially dated as of March 1, 1985. The Bonds of each maturity shall be assigned a letter in consecutive alphabetical order from "A" onward (excepting therefrom "I" and "0") and shall be numbered in consecutive numerical order in each maturity from "1" upwards. Interest on the Bonds is payable semiannually on March 1 and September 1 of each year to their respective dates of maturity, commencing September 1, 1985. Principal on the Bonds is payable on -4- 26-C1-JWB-402.12 3-19-85 (mt) J, J. . San Bernardino 54333-001-13 September 1 of the several years as set forth on the Matur- ity Schedule. The Bonds shall be substantially in the form of Exhibit C attached hereto and incorporated herein by this reference. (c) Temporary Bonds. Any Bonds issued pursuant to this Resolution may be initially issued in temporary form exchangeable for definitive Bonds when the same are ready for delivery. The temporary Bonds may be printed, litho- graphed or typewritten, and shall be substantially in the form of Exhibit C to this Resolution. Every temporary Bond shall be executed by the City and authenticated by the Pay- ing Agent upon the same conditions and in substantially the same form and manner as the definitive Bonds. If the City issues temporary Bonds, it will execute and furnish defini- tive Bonds no later than three (3) weeks after the date of the initial delivery of the Bonds, and, thereupon, the tem- porary Bonds shall be surrendered for cancellation at the office of the Paying Agent, or at such other place in California as the City may approve, and the Paying Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations of this same issue. Until so exchanged, the -5- 26-C1-JWB-402.12 3-19-85 (mt) . San Bernardino 54333-001-13 temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds of the same issue deliv- ered under this Resolution, except that any interest which has accrued thereon shall not be paid until the exchange has been accomplished. Section 3. Interest. (a) Dates from which Bonds Bear Interest. Each Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless (i) such date of authentication is an interest payment date to which interest on the Bonds has been paid in full or duly provided for, in which event it shall bear interest from such date of authentication, or (ii) such date of authenti- cation is prior to the first interest payment date, in which event such Bond shall bear interest from the date of the Bonds or (iii) such date of authentication is between the sixteenth (16th) day immediately preceding the interest payment date and the interest payment date, in which event such Bond shall bear interest commencing on such interest payment date. -6- 26-C1-JWB-402.l2 3-19-85 (mt) ~ San Bernardino 54333-001-13 (b) Interest after Maturity. Each Bond shall continue to bear interest after maturity at the rate stated therein, provided it is presented at maturity and payment thereof is refused on the sole ground that there is not sufficient money in the Redemption Fund with which to pay such Bond. If a Bond is not presented at maturity, interest thereon shall run only until maturity. Section 4. Execution; Authentication; and Mutilated, Lost, Stolen or Destroyed Bonds. (a) Execution. The Bonds shall be signed by the City Treasurer and the City Clerk, and the corporate seal of the City shall be affixed to the Bonds. Such signa- tures and corporate seal may be reproduced on the Bonds by engraved, printed or lithographed facsimile thereof, and such signing and sealing shall constitute and be a suffi- cient and binding execution of each and everyone of the Bonds. If any officer whose signature or countersignature appears on the Bonds ceases to be such officer before the delivery of the Bonds to the purchaser, such signature or countersignature shall be as valid as if such officer re- mained in office until the delivery of the Bonds. -7- 26-C1-JWB-402.12 3-19-85 (mt) , . I. San Bernardino 54333-001-13 (b) Authentication. The City shall execute and deliver to the Paying Agent, and the Paying Agent shall authenticate, the Bonds on registration and/or exchange to effectuate the registration and exchange provisions set forth herein, and only such of the Bonds as shall have en- dorsed thereon a certificate of authentication, substantial- ly in the form set forth in Exhibit C, duly executed by the Paying Agent, shall be entitled to any rights, benefits, or security under this Resolution. No Bonds shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Pay- ing Agent, and such certificate of the Paying Agent upon any such Bond shall be conclusive and the only evidence that such Bond has been duly authenticated and delivered under this Resolution. The Paying Agent's certificate of authen- tication on any Bond shall be deemed to have been duly exe- cuted if signed by an authorized officer of the Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder at anyone time. (c) Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroy- -8- 26-C1-JWB-402.12 3-19-85 (mt) , .' San Bernardino 54333-001-13 ed, the City may execute and the Paying Agent may authenti- cate and deliver a duplicate Bond of like series, date, maturity and denomination as that mutilated, lost, stolen or destroyed to the holder of the Bond as shown on the Bond Register (defined in Section 23(d) below); provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Paying Agent, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Paying Agent evidence of such loss, theft or destruction satisfactory to the City and the Paying Agent, together with indemnity satisfactory to them, and as may be required by them or by applicable law. Owner- ship of any Bond shall be as shown on the Bond Register, and the same shall be conclusive. In the event any such Bond shall have matured or is about to mature, instead of issuing a duplicate Bond, the City may cause the same to be paid by the Paying Agent to the holder of the Bond as shown on the Bond Register without surrender thereof. The City and the Paying Agent may charge the holder of such Bond their rea- sonable fees and expenses in this connection. Section 5. Manner and Place of Payment. The princi- pal, premium, if any, and interest on the Bonds shall be -9- 26-C1-JWB-402.12 3-19-85 (mt) , San Bernardino 54333-001-13 payable in lawful money of the United States of America. The principal of and premium, if any, on all Bonds shall be payable at First Interstate Bank of California, Los Angeles, California, the designated Paying Agent for the Bonds or at the office of any successor Paying Agent designated by the City Treasurer or any other duly authorized officer of the City in a writing delivered to the holders of the Bonds. Principal, premium, if any, and interest on the Bonds shall be paid by the Paying Agent by check, draft or warrant. The persons in whose names the Bonds are registered at the close of business on the date occurring fifteen days preceding the interest payment date shall be entitled to receive the in- terest payable on such date, which interest shall be mailed to such persons' addresses as the same appear on the Bond Register, notwithstanding the cancellation of any Bond upon any registration of transfer or exchange thereof subsequent to such date. Section 6. Registration and Exchange. A Bond or Bonds may be exchanged for a Bond or Bonds. Transfer of ownership of a Bond or Bonds shall be made by exchanging the same for a new Bond or Bonds. The Bonds shall be transfer- able only on the Bond Register kept by the Paying Agent, -10- 26-C1-JWB-402.12 3-19-85 (mt) , . . San Bernardino 54333-001-13 upon surrender thereof at the office of the Paying Agent, together with a written instrument of transfer satisfactory to the Paying Agent, duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds, and in the same aggregate principal amount and of the same series, interest rate and maturity, shall be issued to the transferee in exchange therefor. All of such exchanges shall be made in such manner and upon such reasonable terms and conditions as may from time to time be determined and prescribed by the City and the Paying Agent. The Paying Agent shall not be required to (1) register the transfer or exchange of Bonds for a period of fifteen (15) days next preceding an interest or principal payment date on such Bonds or fifteen (15) days next preceding any selection of Bonds of the same series, maturity and interest rate to be redeemed or thereafter until after the first publication or mailing of any notice of redemption, or (2) register the transfer of or exchange of any Bonds called for redemption. A person in whose name a Bond shall be registered on the Bond Register shall be deemed the absolute owner of such Bond and payments of or on account of the principal, any premium, and interest thereof shall be made only to the -11- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 registered holder or his legal representative and neither the City nor the Paying Agent shall be affected by notice to the contrary. Payment made to the person shown on the Bond Register as the owner of any Bond for the purpose of such payment shall be valid and effective to the extent of the sums so paid to satisfy and discharge the liability upon such Bond in respect of which such payment was made. In all cases in which the privilege of the trans- fer or exchange of Bonds is exercised, the person requesting the transfer of any such Bonds, as a condition precedent to the exercise of such privilege, shall pay the Paying Agent's transfer fee and shall pay to the City or the Paying Agent, as the case may be, any tax, fee or other governmental charge which the City or the Paying Agent, as the case may be, is required to pay in connection therewith. Section 7. Redemption Prior to Maturity. (a) Optional. Allor part of the out stand- ing Bonds may be redeemed and paid in advance of maturity, at the option of the City Treasurer, upon the first day of March or September in any year by paying principal and -12- 26-C1-JWB-402.12 3-19-85 (mt) , San Bernardino 54333-001-13 accrued interest together with a premium equal to five per- cent (5%) of the principal. In selecting a Bond for redemp- tion, the lowest numbered Bond of the annual maturity midway to the end of the Bond term shall be chosen. Successive Bonds shall be chosen from the lowest number of each annual maturity, before and after the maturity from which the first Bond is selected, so that Bonds called shall be a pro rata part of each annual maturity. It is intended that the rela- tionship of unpaid assessments to Bonds outstanding be dis- turbed as little as possible by the call of Bonds. (b) From Prepayment and Surplus Funds. The Paying Agent, upon receipt of written instructions from the City Treasurer, shall call for redemption and retire Bonds upon prepayment of assessments in amounts sufficient there- for, or whenever sufficient surplus funds are available therefor in the Redemption Fund. The Bonds shall be select- ed for redemption and retirement in accordance with subsec- tion (a) above. (c) Notice of Redemption. Notice of redemp- tion shall be mailed by first class mail, postage prepaid, not less than sixty (60) days prior to the redemption date -13- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 to the registered owner of each such Bond as his name and address appear on the Bond Register, but failure to give such notice by mail, or any defect in any notice so mailed, shall not, except as to the holder of a Bond to whom notice was not mailed or except as to the holder of a Bond as to whom notice was materially defective, affect the validity of the redemption of any of the Bonds. The notice of redemp- tion shall (a) state the redemption date; (b) state the redemption price; (c) state the numbers and dates of matur- ity of the Bonds to be redeemed; provided, however, that whenever any call includes all of the outstanding Bonds, the number of the Bonds need not be stated; (d) state, as to any Bonds redeemed in part only, the Bond numbers and the prin- cipal portion thereof to be redeemed; and (e) state that interest on the principal portion of the Bonds so designated for redemption shall cease to accrue from and after such redemption date and that on said date there shall become due and payable on each of such Bonds the redemption price thereof. (d) Partial Redemption of Bonds. Upon sur- render of any Bond redeemed in part only, the City shall execute and the Paying Agent shall authenticate and deliver -14- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 to the registered owner thereof, at the expense of the City, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered and of the same interest rate and same maturity. (e) Effect of Redemption. Notice of redemp- tion having been duly given as aforesaid, and moneys for payment of the principal of, premium, if any, and interest payable upon redemption of the Bonds being set aside, the Bonds, or parts thereof, as the case may be, so called for redemption shall, on the redemption date, become due and payable at the redemption price specified in such notice, interest on the Bonds, or parts thereof, as the case may be, so called for redemption shall cease to accrue, and said Bonds, or parts thereof, as the case may be, shall cease to be entitled to any benefit under this Resolution, and the owners of said Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof, and, in the case of partial redemption of Bonds, to also receive a new Bond or Bonds for the unredeemed balance as aforesaid. All Bonds, or parts thereof, as the case may be, redeemed pursuant to the provisions of this Section shall be -15- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 cancelled upon surrender thereof and delivered to, or upon the order of, the City. Section 8. Funds Established. (a) There is hereby established with the City Treasurer a special trust fund called the "Improvement Bonds, Assessment District No. 961, Series 1985, City of San Bernardino, Improvement Fund" (the "Improvement Fund"); (b) There is hereby established with the City Treasurer a special trust fund called the "Improvement Bonds, Assessment District No. 961, Series 1985, City of San Bernardino, Redemption Fund" (the "Redemption Fund"); (c) There is hereby established with the City Treasurer a special trust fund called the "Improvement Bonds, Assessment District No. 961, Series 1985, City of San Bernardino, Special Reserve Fund" (the "Special Reserve Fund"); and (d) There is hereby established with the City Treasurer a special trust fund called the "Improvement -16- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 Bonds, Assessment District No. 961, Series 1985, City of San Bernardino, Bond Registration Fund" (the "Bond Registration Fund") . So long as any of the Bonds, or any interest thereon, remain unpaid, the moneys in the foregoing Funds shall be used for no purposes other than those required or permitted by this Resolution, by Ordinance 3902 or by law. Section 9. Use of Bond Proceeds. The City Treasurer, on behalf of the City, shall receive the proceeds from the sale of the Bonds, upon the delivery of the Bonds to the initial purchaser thereof (the "Underwriter"), and shall dispose of such proceeds as follows: (a) accrued interest paid by the Under- writer, plus the sum of $2,145,607.50 as capitalized in- terest (the "Capitalized Interest"), shall be deposited into the Redemption Fund; (b) the sum of $1,663,620.00 shall be deposited into the Special Reserve Fund; -17- 26-C1-JWB-402.12 3-19-85 (mt) " San Bernardino 54333-001-13 (c) the costs of issuance of the Bonds shall be paid in accordance with an Officer's Certificate. As used in this Resolution, the term "Officer's Certificate" means a certificate of the City signed by an officer of the City (including, without limitation, the Treasurer of the City and the Director of Public Works/City Engineer of the City), with the seal of the City affixed, and filed with the City Treasurer. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument; (d) the "acquisition price" referred to in paragraph 1 of that certain Agreement as to Disbursement of Acquisition Price for Improvements within Assessment Dis- trict No. 961 of the City of San Bernardino, dated as of March, 1985, among Park Centre Properties, a California general partnership, Rancho Consultants Realty Fund IV, a California limited partnership, and the Federal Savings and Loan Insurance Corporation as Receiver for San Marino Savings and Loan Association, shall be disbursed in accor- dance with the terms of such Agreement or as the parties may -18- 26-Cl-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 otherwise agree in a written agreement delivered to the City Treasurer; (e) an administrative fee of $134,000.00 shall be deposited into the City's Industrial Revenue Bond Reserve and Development Fund; (f) the sum of $50,000.00 shall be deposited into the Bond Registration Fund, and shall be used for the purposes set forth in Section 8682.1 of the Code; and (g) the balance of the proceeds from the sale of the Bonds shall be deposited into the Improvement Fund. Section 10. Redemption Fund (a) Deposits in Redemption Fund. All sums received by the City from the collection of the assessments for Assessment District No. 961 and of the interest and penalties thereon shall be deposited into the Redemption Fund and all sums to become due for the principal of, premi- um, if any, and interest on the Bonds shall be paid by the -19- 26-Cl-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 Paying Agent from said fund and shall not be paid out of any other funds. (b) Capitalized Interest. The assessment payments for each assessed lot or parcel of property within Assessment District No. 961 due on December 10, 1985 shall be reduced (pro rata, if necessary based upon the amount of such payment due for each such lot or parcel) by an aggre- gate amount equal to the sum of (A) the Capitalized Interest and (B) the total amount earned on the Capitalized Interest by such date and, to the extent such sum exceeds such pay- ments, the assessment payments for each such assessed lot or parcel due on April 10, 1986 shall be similarly reduced by an amount equal to such excess and, to the extent such ex- cess exceeds such payments, the assessment payments for each such assessed lot or parcel due on December 10, 1986 shall be similarly reduced by an amount equal to such excess. The Paying Agent shall use such sum, to the extent such sum is sufficient, to pay the interest due on the Bonds on September 1, 1985, on March 1, 1986 and on September 1, 1986. -20- 26-C1-JWB-402.12 3-19-85 (mt) . San Bernardino 54333-001-13 (c) Disbursements from Redemption Fund. The City Treasurer shall disburse to the Paying Agent, not less than three (3) days prior to each interest and principal payment date, sufficient moneys from the Redemption Fund to pay the principal of, premium, if any, and interest on the Bonds due on such date. (d) Accounting Procedures. The City Direc- tor of Finance is hereby directed and authorized, upon the written request of the City Treasurer, to establish and thereafter maintain and employ the payment and accounting procedures to be used by the City in connection with Assess- ment District No. 961, including, without limitation, accounting for deposits and withdrawals into and out of the Redemption Fund, the Special Reserve Fund and the Improve- ment Fund. Section 11. Special Reserve Fund. (a) Transfer into Redemption Fund. During the term of the Bonds, the money in the Special Reserve Fund shall be available for transfer into the Redemption Fund pursuant to Sections 8800 through 8809 of the Code. The -21- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 amounts so advanced shall be reimbursed to the Special Reserve Fund from the proceeds of redemption or sale of the lot or parcel for which payment of delinquent assessment installments was made from the Special Reserve Fund. (b) Prepayment of Assessment. If any assessment is prepaid prior to the final maturity of the Bonds, the amount of principal which the assessee is requir- ed to prepay shall be reduced by an amount which shall be determined by multiplying the then current balance of the Special Reserve Fund by the percentage which the original unpaid amount of the assessment to be prepaid is of the total amount of the original unpaid assessment on all land in Assessment District No. 961. The reduction in the amount of principal prepaid shall be compensated for by a transfer from the Special Reserve Fund to the Redemption Fund for the Bonds of a like amount. (c) Investment Income. If at any time the amount of any income realized from the investment of money in the Spec.ial Reserve Fund plus the remaining principal amount thereof exceeds an amount equal to fifteen percent (15%) of the original aggregate principal amount of the -22- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 Bonds, less any discount thereon, such excess shall be transferred to the Redemption Fund and expended for the advance retirement of Bonds within thirteen (13) months of the date of occurrence of such excess; otherwise, such in- vestment income shall be retained in the Special Reserve Fund. (d) Retirement of Unmatured Bonds. When the amount in the Special Reserve Fund equals or exceeds the amount required to retire the remaining unmatured Bonds (whether by advance retirement or otherwise), the amount of the Special Reserve Fund shall be transferred to the Redemp- tion Fund, and the remaining installments of principal and interest not yet due from assessed property owners shall be cancelled without payment. Section 12. Improvement Fund. All moneys in the Improvement Fund shall be withdrawn only upon warrants, drafts, or checks of the City, and in accordance with, to the extent applicable, the terms and conditions of the Agreement for Acquisition of Improvements by and between Park Centre Properties, a California general partnership, Rancho Consultants Realty Fund IV, a California limited -23- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 partnership, and the City, and shall be applied exclusively to the payment of the cost of the construction, installation and acquisition of the improvements referred to in the sec- ond Recital of this Resolution, and all expenses incidental thereto. Any surplus remaining in the Improvement Fund after payment of all costs and all legal charges, claims and expenses shall be used as set forth in the Resolution of Intention. Section 13. Foreclosure of Lien. If any install- ment of the principal or interest of any assessment levied in Assessment District No. 961 becomes delinquent, the City Treasurer and the City Attorney are hereby authorized and directed to file an action in the Superior Court of the County of San Bernardino to foreclose the lien of the delin- quent assessment pursuant to the authority given in Sec- tion 8830, et ~., of the Code. This action shall be filed not later than one hundred twenty (120) days following the date of delinquency. Section 14. Unpaid Assessments as Trust Fund. The unpaid assessments shown on the List of Unpaid Assess- ments determined by the Mayor and Common Council to be cor- -24- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 rect, together with the interest thereon, shall remain and constitute a trust fund for the redemption and payment of the Bonds and of the interest which may be due thereon, and such assessments and each installment thereof and the inter- est and penalties thereon shall constitute a lien against the lots and parcels of land on which they are made, until the same shall be paid. Annual installments of each assessment shall be payable in each year preceding the date of maturity of each of the several series of Bonds which have been issued, suf- ficient to pay the Bonds when due. The annual proportion of each assessment coming due in any year, together with the annual interest on such assessment, shall be payable in the same manner and at the same time and in the same installments as the general taxes of the City on real property are payable, and such assess- ment installments and such annual interest on the assessment shall be payable and become delinquent on the same dates and in the same proportionate amounts and bear the same propor- tionate penalties and interest after delinquency as do the general taxes on real property in the City. -25- 26-C1-JWB-402.12 3-19-85 (mt) '. San Bernardino 54333-001-13 If any assessment Section 15. Reassessment. heretofore or hereafter issued is void or unenforceable, for any cause, or if Bonds are issued to represent or be secured by any assessments and such issuance is not effective through the curative provisions in relation thereto under the Improvement Bond Act of 1915 or the Municipal Improve- ment Act of 1913 to make them valid and enforceable, then a reassessment shall be made in the manner and form provided by the Improvement Bond Act of 1915. Section 16. Incontestability. After the sale and delivery of the Bonds by the City, the Bonds shall be incon- testable by the City. Section 17. Contract with Bondholders. The pro- visions of this Resolution and of any other resolution sup- plementing or amending this Resolution, shall constitute a contract between the City and the holders of the Bonds and the provisions thereof shall be enforceable by any holder of a Bond for the equal benefit and protection of all holders of the Bonds similarly 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 autho- -26- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 rized under the laws of the State of California in any court of competent jurisdiction. Such contract is made under and is to be construed in accordance with the laws of the State of California. No remedy contained in this Resolution or conferr- ed hereby upon any holder of a Bond is intended to be exclu- sive of any other remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred by law. No waiver of any default or breach of duty or contract by any holder of a Bond shall affect any subsequent default or breach of duty or contract or shall impair any right or remedies on said subsequent default or breach. No delay or omission of any holder of a Bond to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver of any default or acquiescence therein. Every right and every remedy conferred upon the holders of the Bonds may be enforced and exercised as often as they may be deemed expedient. In case any suit, action or proceeding to en- force any right or exercise any remedy shall be brought or taken and should said suit, action or proceeding be abandon- -27- 26-C1-JWB-402.l2 3-19-85 (mt) . San Bernardino 54333-001-13 ed, or be determined adversely to the holders of the Bonds, then, and in every such case, the City and the holders of the Bonds shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 18. Cessation of Agreements. When all of the Bonds and all accrued interest thereon have been fully paid and discharged, the agreements contained in this Reso- lution shall cease and terminate, and the City shall be under no further obligation to do or perform any of the covenants, conditions or agreements contained in this Resolution. Section 19. Partial Invalidity. If any portion or portions of this Resolution shall be for any reason held by a court of competent jurisdiction to be unconstitutional, invalid or unenforceable, such holding shall not affect the validity of the remaining portions hereof. The Mayor and Common Council hereby declare that they would have passed this Resolution and each portion hereof irrespective of the fact that anyone or more portions may be declared to be unconstitutional, invalid or unenforceable. -28- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 Section 20. Liberal Construction. This Resolu- tion shall be liberally construed to the end that its pur- pose may be effected. No error, irregularity, informality, and no omission herein or in any proceeding taken pursuant hereto shall void or invalidate this Resolution or such proceeding or any part thereof, or any act or determination made pursuant thereto. Section 21. No Arbitrage. The City covenants and agrees to take no action which, in the opinion of counsel, would result in the interest received by the holders of the Bonds becoming taxable under federal income tax laws. Any opinion of such counsel may be based upon, insofar as it relates to factual matters, information which is in the possession of the City as shown by a certificate or opinion of, or representation or warranty by, an officer or officers of the City. As used herein, "opinion of counsel" means a written opinion of an attorney or firm of attorneys of fa- vorable reputation in the field of municipal bond law. The City hereby covenants to the purchasers of the Bonds that it will make no use of the proceeds of the Bonds at any time during the term thereof which, if such use had been reason- ably expected on the date of the issuance of the Bonds, -29- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 would have caused such Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the United States Internal Revenue Code of 1954, as amended, and applicable regulations thereunder, and the City hereby assumes the obligation to comply with such Section 103(c) and such regulations throughout the term of the Bonds. Section 22. Authority to Consummate Transaction. The Mayor of the City, the City Clerk, the City Treasurer, the Director of Public Works/City Engineer and other proper officers, employees and agents of the City, or any of them, are hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolu- tion, including, without limitation, the delivery of the Bonds to the purchasers thereof. Section 23. Paying Agent. (a) Appointment. First Interstate Bank of California, Los Angeles, California, is hereby appointed Paying Agent for the City for the purpose of paying the -30- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 principal of, premium, if any, and interest on the Bonds. As used in this Resolution, "Paying Agent" means First Interstate Bank of California and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Paying Agent at the time serving as successor Paying Agent under this Resolution. The City may remove, upon thirty (30) days' prior written notice, any Paying Agent and appoint a successor thereto, but any successor shall be a bank or trust company. The City Treasurer is hereby authorized and directed to enter into, in the name of the City, such agreements and credit arrangements with the Paying Agent as shall be necessary and desirable in order to enable the Paying Agent to carry out the duties of its office. The Paying Agent is hereby authorized to redeem the Bonds and corresponding interest on the Bonds when duly presented for payment at maturity, or on redemption prior to maturity, and to cancel all Bonds and corresponding interest on the Bonds when duly presented for payment at maturity, and to cancel all Bonds and interest upon payment thereof and to return the same canceled to the City Treasurer. The Paying Agent shall keep accurate records of all Bonds and interest paid and discharged. The City Treasurer is hereby -31- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 authorized to compensate the Paying Agent for its services rendered pursuant to the provisions of this Resolution. (b) Responsibilities. The recitals of facts, covenants and agreements herein and in the Bonds shall be taken as statements, covenants and agreements of the City, and the Paying Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Resolution or of the Bonds or interest payments, or shall incur any responsibil- ity in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Paying Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. (c) Protection. The Paying Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, Bond or other paper or document believed by it to be genuine and to have been sign- ed or presented by the proper party or parties. The Paying Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of -32- 26-C1-JWB-402.l2 3-19-85 (mt) .' San Bernardino 54333-001-13 such counsel shall be full and complete authorization and protection in respect of any action taken or suffered here- under in good faith and in accordance therewith. The Paying Agent shall not be bound to recognize any person as the holder of a Bond unless and until such Bond is submitted for inspection, if required by the Paying Agent, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Resolution, the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof is specifically prescribed herein) may, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a certi- ficate of the City, and such certificate shall be full war- rant to the Paying Agent for any action taken or suffered under the provisions of this Resolution or any supplemental resolution; provided, however, that in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may seem reasonable. -33- 26-C1-JWB-402.12 3-19-85 (mt) '. . San Bernardino 54333-001-13 (d) Bond Register. The Paying Agent shall keep or cause to be kept a register (the "Bond Register") showing the series, number, date, amount, rate of interest, the last known holder of each Bond, and the amount of each interest installment paid. The Paying Agent shall cancel or cause to be canceled each Bond so paid. The Paying Agent shall also act as the Transfer Agent and Registrar under this Resolution. Section 24. Limited Liability. Notwithstanding anything in this Resolution, the Bonds, Sections 8800 through 8809 of the Code, any other provision of law, or in any of the Resolutions adopted in connection with the pro- ceedings for Assessment District No. 961 to the contrary, the Bonds shall be a special obligation of the City, and the City shall not under any circumstances (including, without limitation, after any installment of principal or interest of any assessment levied on any lot or parcel in Assessment District No. 961 becomes delinquent or after the City ac- quires title to any such lot or parcel whether through fore- closure or otherwise) be obligated to pay principal, premium, if any, or interest on the Bonds from any source whatsoever other than the Redemption Fund (including any -34- 26-C1-JWB-402.l2 3-19-85 (mt) , San Bernardino 54333-001-13 transfers thereto from the Special Reserve Fund). In addi- tion, in the event the City files an action and forecloses the lien of any delinquent assessment levied in Assessment District No. 961, the City shall not, except as provided in this sentence, be liable or otherwise obligated in any way whatsoever to purchase or otherwise acquire any lot or par- cel of property sold at the execution sale pursuant to the judgment in any such action foreclosing such lien; provided, however, if there is no other purchaser at such sale, the City shall purchase such lot or parcel at such sale, pro- vided that the City's obligation to so purchase shall be limited solely to bidding in the amount of such judgment (and any other amount permitted or required by law) at such sale and the City shall not be liable or otherwise obligated in anyway whatsoever to furnish any funds (cash or other- wise) in connection with such purchase. In the event that the City so purchases any such lot or parcel, it shall not thereafter be liable or otherwise obligated in any way what- soever to pay any delinquent or future assessments or taxes on such lot or parcel. Neither the City (except as provided in the first two sentences of this Section), the Mayor, the Common Council, the officers or employees of the City, any person or entity acting for or on behalf of the City in -35- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 connection with the issuance of the Bonds or in connection with the formation or operation of Assessment District No. 961, nor any persons executing the Bonds, shall be liable personally on the Bonds or be subject to any personal liability for the Bonds or any personal liability or accountability whatsoever by reason of or in connection with the issuance of the Bonds or by reason of any act or acts or the failure or omission to take any act or acts (including, without limitation, a negligent act or omission) in connection with or related to the formation or operation of Assessment District No. 961. Section 25. Amendment of Resolution. The Mayor and the Common Council may, without the consent of, or notice to, any of the holders of the Bonds, amend or other- wise modify this Resolution or any amendment or other modi- fication to this Resolution, to cure any ambiguity, defect or omission in this Resolution; provided, however, that nothing contained in this Section 25 shall permit, or be construed as permitting, without the consent of the holder of every Bond, (i) an extension of the maturity of the prin- cipal of or the interest on any Bond or of any redemption dates, or (ii) a reduction in the principal amount of any -36- 26-C1-JWB-402.12 3-19-85 (mt) " ~ San Bernardino 54333-001-13 Bond or the rate of interest thereon, or (iii) a privilege or priority of any Bond or Bonds over any other Bond or Bonds. Section 26. Payments Due on Sundays and Holidays. In any case where principal, premium, if any, and/or inter- est become due and payable on a Sunday, legal holiday or a day on which banking institutions are authorized by law to close in any city in which Bonds are payable, such payment need not be made on such date in such city but may be made on the next succeeding business day not a Sunday, legal holiday or a day on which banking institutions are authoriz- ed by law to close, with the same force and effect as if made on the due and payable date and no interest shall accrue for the period after such date. Section 27. Captions and Headings. The captions and headings in this Resolution are solely for convenience of reference and shall not constitute a part of this Resolu- tion nor shall they affect its meaning, construction or effect. -37- 26-C1-JWB-402.12 3-19-85 (mt) " San Bernardino 54333-001-13 Section 28. Effective Date. This Resolution shall become effective upon adoption. -38- 26-C1-JWB-402.12 3-19-85 (mt) San Bernardino 54333-001-13 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at an adjourned regular meeting thereof, held on the 19th day of March, 1985, by the following vote: AYES: Councilmen Castaneda. Reilly. Marks, Ql1i~1 FrR~iArf S~rickler NAYS: r{')lln~il MpmhPT HRrnr.linnA7. ABSENT: Nnnt:!. ABSTAIN: NOr:le -L_.~~ S~auna Clar, ~ty Clerk of the City of San Bernardino, California The foregoing Resolution is hereby approved this ~;C~day of March, 1985. Approved as to form: ~~+-- ~. ity Attorney -39- 26-C1-JWB-402.12 3-19-85 (mt) Assessor's Parcel No, 281-341-05 281-341-04 281-341-03 281-021-31 281-341-02 281-351-01 281-351-02 281-341-01 281-351-16 281-351-15 281-351-14 281-371-02 281-371-03 281-361-05 281-371-05 281-371-06 281-371-07 281-371-08 281-351-06 281-351-07 281-351-08 281-351-09 281-351-13 281-351-12 281-351-11 281-351-10 281-361-06 281-361-07 281-361-08 281-361-09 281-361-04 281-361-03 281-361-01 281-361-02 TOTAL .. San Bernardino 54333-011-7 LIST OF UNPAID ASSESSMENTS ASSESSMENT DISTRICT NO. 961 Unpaid Assessment $ 531,980.00 434,160.00 243,880.00 846,880.00 144,720.00 88,440,00 88,440.00 167,500.00 163,480.00 369,840.00 186,260.00 1,047,880.00 2,594,240.00 404,680.00 485,080.00 531,980.00 418,080.00 416,740.00 144,720.00 129,980.00 129,980.00 163,480.00 215,740.00 179,560.00 199,660.00 277,380.00 431,480.00 397,980.00 343,040.00 364,480.00 249,240.00 249,240.00 364,480.00 395,300.00 $13,400.000.00 Exhibit A 26-Cl-JWB-402.23 3-18-85 (mt) San Bernardino 54333-001-13 CITY OF SAN BERNARDINO, CALIFORNIA ASSESSMENT DISTRICT NO. 961 $13,400,000 Date of Maturity Principal Interest September 1 of Amount Rate 1987 $ 230,000 8.50 1988 250,000 9.00 1989 275,000 9.50 1990 300,000 9.75 1991 330,000 10.00 1992 360,000 10.10 1993 400,000 10.20 1994 440,000 10.30 1995 485,000 10.40 1996 535,000 10.50 1997 590,000 10.60 1998 655,000 10.70 1999 720,000 10.80 2000 800,000 10.90 2001 890,000 11.00 2002 985,000 11.00 2003 1,095,000 11. 00 2004 1,215,000 11. 00 2005 1,350,000 11. 00 2006 1,495,000 11.00 TOTAL $13.400.000 Exhibit B 26-Cl-JWB-402.l2 3-19-85 (mt) San Bernardino 54333-011-7 EXHIBIT C [FORM OF BOND] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO IMPROVEMENT BOND Number CITY OF SAN BERNARDINO ASSESSMENT DISTRICT NO. 961 SERIES 1985 Amount $ INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE CUSIP Sept. 1, March 1, 1985 Under and by virtue of Ordinance No. 3902 of the City of San Bernardino, California, as amended (the "Ordin- ance"), and the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code (the "Act"), the City of San Bernardino, California (the "City") will, out of the redemp- tion fund provided for the payment of the bonds issued upon the assessments made for the construction and acquisition of certain improvements more fully described in proceedings taken pursuant to Resolution No. 84-551, adopted by the Mayor and Common Council of the City on the 17th day of December, 1984, pay to 1 26-Cl-JWB-402.11 3-17-85 (edd) San Bernardino 54333-011-7 or registered assigns on the date specified above, the sum of Dollars in lawful money of the United States, and in like manner pay interest from the interest payment date next preceding the date on which this Bond is authenticated unless (i) such date of authentication is an interest payment date to which interest on this Bond has been paid in full or duly provided for, in which event it shall bear interest from such date of authentication, or (ii) such date of authentication is prior to the first in- terest payment date, in which event this Bond shall bear interest from the original issue date set forth above or (iii) such date of authentication is between the sixteenth (16th) day immediately preceding the interest payment date and the interest payment date, in which event this Bond shall bear interest commencing on such interest payment date, until payment of such principal sum shall have been discharged, at the per annum rate specified above, payable semiannually on March 1 and September 1 in each year, commencing on September 1, 1985. Both the principal hereof and redemption premium hereon are payable at the office of First Interstate Bank of California, Los Angeles, California, or its successor, as Transfer Agent, Registrar and Paying Agent (the "Paying Agent"), and the interest hereon is payable by check or draft mailed to the owner hereof at his address as it appears on the registration 2 26-C1-JWB-402.ll 3-17-85 (edd) San Bernardino 54333-011-7 books of the Paying Agent, as of fifteenth day immediately preceding each interest payment date. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. This Bond will continue to bear interest after maturity at the rate above stated; provided it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient monies in said redemp- tion fund with which to pay same. If it is not presented at maturity, interest thereon will run until maturity. This Bond shall not be entitled to any benefit under the Act, the Ordinance or Resolution No. , adopt- ed by the Mayor and Common Council of the City on March 19, 1985 (the "Resolution of Issuance"), or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Paying Agent. 3 26-Cl-JWB-402.ll 3-17-85 (edd) San Bernardino 54333-011-7 IN WITNESS WHEREOF, the City of San Bernardino has caused this Bond to be signed in facsimile by its City Treasurer and by its City Clerk and has caused its corporate seal to be reproduced hereon all as of the day of , 1985. CITY OF SAN BERNARDINO, CALIFORNIA City Clerk City Treasurer [PRINT SEAL] 4 26-Cl-JWB-402.ll 3-17-85 (edd) San Bernardino 54333-011-7 [REVERSE OF BOND] CITY OF SAN BERNARDINO ASSESSMENT DISTRICT NO. 961 SERIES 1985 This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by the City under the Ordinance, the Act and the Resolution of Issuance in the aggregate principal amount of T'1irteen Million Four Hundred Thousand Dollars ($13,400,000) for the purpose of providing means for paying for the improvements and ac~isitions described in said proceedings, and is secured by the monies in said redemption fund and by the unpaid portion of said assessments made for the payment of said improvements and acquisitions, and, including principal and interest, is payable exclusively out of said fund. Reference is hereby made to the Ordinance, the Act and the Resolution of Issu- ance, and all amendments thereto, for a description of the rights, duties and obligations of the City, the Paying Agent and the owners of the Bonds, the terms upon which the Bonds are issued and the terms and conditions on which the Bonds will be deemed to be paid, at or prior to maturity or redemption of the Bonds, to all the provisions of which Resolution, the owner of this Bond, by acceptance hereof, assents and agrees. 5 26-Cl-JWB-402.l1 3-17-85 (edd) San Bernardino 54333-011-7 This Bond is transferable by the registered owner hereof, in person or by such owner's attorney duly authoriz- ed in writing, at said office of the Paying Agent, subject to the terms and conditions proYided in the Resolution of Issuance, including the payment of certain charges, if any, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity, and for the same aggregate principal amount, will be issued to the transferee in exchange therefor. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a part- nership or a trust. Neither the City nor the Paying Agent shall be required to make any such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any March 1 or September 1. The City and the Paying Agent may treat the owner hereof as the absolute owner for all purposes, and the City and the Paying Agent shall not be affected by any notice to the contrary. 6 26-Cl-JWB-402.ll 3-17-85 (edd) , San Bernardino 54333-011-7 This Bond may be redeemed and paid in advance of maturity upon the 1st day of March or September in any year by giving at least 60 days' notice by registered mail to the registered owner thereof at such owner's address as it appears on the registration books of the Paying Agent and by paying principal and accrued interest together with a premium equal to 5 percentum of the principal. LEGAL OPINION I hereby certify that the fOllowing is a full and correct copy of the signed legal opinion of the firm named below, on file in my office, which opinion is dated the date the Bonds referred to therein were delivered and is address- ed to the City. City Clerk of the City of San Bernardino 7 26-C1-JWB-402.ll 3-17-85 (edd) , San Bernardino 54333-011-7 KINDEL & ANDERSON 555 South Flower Street Los Angeles, California 90071 FINAL OPINION We have examined for legality certified copies of the proceedings taken by the City of San Bernardino (the "City") for the levy of special assessments, in a special assessment district in the City known as "Assessment Dis- trict No. 961" (the "District") and the authorization and issuance of $13,400,000 principal amount of bonds (the "Bonds") upon the unpaid assessments thereof pursuant to Resolution No. 84-551 (the "Resolution of Intention"), adopted by the Mayor and Common Council of the City on December 17, 1984. The proceedings were taken pursuant to Ordinance No. 3902 of the City, as amended, the Municipal Improvement Act of 1913 and the Improvement Bond Act of 1915 (Divisions 12 and 10, respectively, of the Streets and Highways Code of the State of California). The Bonds are designated "Improvement Bonds, Assessment District No. 961, City of San Bernardino, California", and are in the denomination of $5,000 or any integral multiple thereof. The Bonds shall mature and bear 8 26-C1-JWB-402.11 3-17-85 (edd) , '. . San Bernardino 54333-011-7 interest at the rates set forth in the Maturity Schedule set forth below, which interest is payable semiannually commenc- ing on September 1, 1985, and thereafter on the 1st day of March and September of each year. MATURITY SCHEDULE Date of Maturity September 1 of Principal Amount Interest Rate 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 $ 230,000 250,000 275,000 300,000 330,000 360,000 400,000 440,000 485,000 535,000 590,000 655,000 720,000 800,000 890,000 985,000 1,095,000 1,215,000 1,350,000 1,495,000 8.50 9.00 9.50 9.75 10.00 10.10 10.20 10.30 10.40 10.50 10.60 10.70 10.80 10.90 11. 00 11. 00 11.00 11. 00 11. 00 11. 00 The Bonds are issued in fully registered form. The Bonds may be redeemed and paid in advance of maturity on the first day of March and September in each year by giving the notice provided by law and by paying the principal amount thereof together with a premium equal to five percent (5%) of the principal plus interest to the date of redemp- tion. 9 26-CI-JWB-402.11 3-17-85 (edd) " ~ San Bernardino 54333~011-7 Based upon such examination, we are of the opinion that, as of the date of this opinion (which is the date on which the initial,purchaser took delivery of the Bonds and paid the City therefor), such proceedings have been taken in accordance with the City Charter and the laws and Constitu- tion of the State of California and that the Bonds, having been duly issued, executed and delivered are regularly issu- ed Bonds and that the principal and interest on the Bonds is secured by the moneys in the Redemption Fund provided for that purpose. We are further of the opinion that interest on the Bonds is exempt from present federal income taxes, and from State of California personal income taxes, under existing laws, regulations, rulings and court decisions. Respectfully submitted, KINDEL & ANDERSON 10 26-Cl-JWB-402.11 3-17-85 (edd) ... , . San Bernardino 54333-011-7 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Bond is one of the Bonds described in the within mentioned Resolution of Issuance. FIRST INTERSTATE BANK OF CALIFORNIA as Transfer Agent, Registrar and Paying Agent By Authorized Officer Date of Authentication and Registration: 11 26-C1-JWB-402.1l 3-17-85 (edd) , . . ' . San Bernardino 54333-011-7 . [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address, including postal zip code, of assignee) (Tax Identification or Social Security Number ) the within Bond of the City of San Bernardino, California, and hereby irrevocably constitutes and appoints to transfer the same on the books of as Transfer Agent, Registrar and Paying Agent with full power of substitution in the premises. Dated: NOTICE: The signature of this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlarge- ment or any change whatever. 12 26-C1-JWB-402.1l 3-17-85 (edd) , . . . ' . San Bernardino 54333-001-13 STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF SAN BERNARDINO ) ) ) SS I, SHAUNA CLARK, City Clerk in and for the City of San Bernardino, DO HEREBY CERTIFY that the foregoing Resolu- tion No. is a full, true and correct copy of that now on file in this office. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Bernardino this day of , 1985. City Clerk 26-Cl-JWB-402.12 3-19-85 (mt) . '. . . Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. .. . . , San Bernardino 54333-001-13 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE ISSUANCE AND SALE OF BONDS ASSESSMENT DISTRICT NO. 961 TABLE OF CONTENTS Unpaid Assessments. . . . . . . . . . . . . . . . . . . . Issuance of Bonds; Certain Terms of Bonds; and Temporary Bonds..... ....... (a) Issuance......................... (b) Certain Terms.................... (c) Temporary Bonds.................. Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (a) Dates from which Bonds Bear Interest. . . . . . . . . . . . . . . . . . . . . . . . . (b) Interest After Maturity...... .... Execution; Authentication; and Mutilated, Lost, Stolen or Destroyed Bonds....................... (a) Execution.....,... . . . . . . . . . . . . . . . (b) Authentication................... (c) Mutilated, Lost, Stolen or Destroyed Bonds.................. Manner and Place of Payment........... Registration and Exchange. ............ Redemption Prior to Maturity.......... (a) Optional...... . . . . . . . . . . . . . . . . . . . (b) From Prepayment and Surplus Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) Notice of Redemption............. (d) Partial Redemption of Bonds...... (e) Effect of Redemption............. (i) 26-Cl-JWB-402.l2 3-19-85 (mt) . Page 3 3 3 4 5 6 6 7 7 7 8 8 9 10 12 12 13 13 14 15 . ", . ~ ... '- Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. Section.15. Section 16. Section 17. Section 18. Section 19. Section 20. Section 21. Section 22. Section 23. Section 24. Section 25. Section 26. Section 27. Section 28. Exhibit A Exhibit B Exhibit C .~ . . . , , . San Bernardino 54333-001-13 Funds Established..................... Use of Bond Proceeds.................. Redemption Fund....... ............ .... (a) Deposits in Redemption Fund...... (b) Capitalized Interest............. (c) Disbursements from Redemption Fund............................ . (d) Accounting Procedures............ Special Reserve Fund.................. (a) Transfer into Redemption Fund............................ . (b) Prepayment of Assessment......... (c) Investment Income................ (d) Retirement of Unmatured Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . Improvement Fund...................... Foreclosure of Lien .................. Unpaid Assessments as Trust Fund...... Reassessment. . . . . . . . . . . . . . . . . . . . . . . . . . Incontestability..................... . Contract with Bondholders............. Cessation of Agreements,.............. Partial Invalidity.................... Liberal Construction. ..... ............ 'No Arbitrage.......................... Authority to Consummate Transaction... Paying Agent.......................... (a) Appointment...................... (b) Responsibilities................. (c) Protection..... ............. ..... (d) Bond Register.............. ...... Limited Liability..................... Amendment of Resolution........... .... Payments Due on Sundays and Holidays.. Captions and Headings................. Effective Date........................ List of Unpaid Assessments Maturity Schedule Form of Bond (ii) 26-Cl-JWB-402.l2 3-19-85 (mt) . Page 16 17 19 19 20 21 21 21 21 22 22 23 23 24 24 26 26 26 28 28 29 29 30 30 30 32 32 34 34 36 37 37 38