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HomeMy WebLinkAbout24-City Treasurer . CITY OF SAN BERI\. ..tRDINO/tREQUEST .. ;)R COUNCIL ACTION From: CRAIG A. GRAVES Subject: Assessment District No. 985 ' (Industrial Parkway Improvement District)-Adoption of Resolution Determining Unpaid Assessments and Authorizing the Issuance and Sale 0 IlQJ.:),Q.e: Dept: CITY TREASURER I S OFFICE Date: February 19, 1990 Synopsis of Previous Council action: 8-21-89 - Adopted Resolution of Intention and Resolution preliminarily approving the Engineer's Report. Protest hearing scheduled for October 16, 1989 and thereafter continued to December 18, 1989 11-20-89 - Adopted resolution describing changes proposed in improvements and assessments and scheduled hearing for December 18, 1989 12-18-89 - Held public protest hearing and adopted resolutions ordering change in improvements, modifying and confirming the assessMents, ordering the construction of improvements and awarding the contract for construction of the improvements. Recommended motion: Adopt resolution. cc: Marshall Julian, City Administrator James Penman, City Attorney Andrew Green, Finance Director Jim Richardson, Assist. City Adm. Verne Nadeau, Engineering Roger Hardgrave, Public Works :z w Contact penon: Craig A. Graves/Verne Nadea ~ - - - Phone: 5021 or 5021 c.. ~ Supporting data attached: yes Resolution /Bond Purchase Ward: Agreement Amount: $1.101.681.82 Source: (ACCT. NO.) 251-659-53925 Bond proclos (ACCT. DESCRIPTION) Induatrial Parkwa IMprovement Sixth w FUNDING REQUIREMENTS: District. Through the sale of 1915 Act BondPlnance: ~~~ J1 ~ Council Notes: .. ~ J . CITY OF SAN BERl ~RDINO - REQUEST r lR COUNCIL ACTION STAFF REPORT Attached for the consideration of the Mayor and Common Council is the Resolution Determining the Amount of unpaid Assessments and Authorizing Issuance and Sale of Bonds in the Aggregate Principal Amount of $1,101,681.82 for Assessment District No. 985 (Industrial Parkway Improvement District). This resolution would confirm the unpaid assessments, presently two parcels have paid in full. It would also authorize the acceptance of an offer from Stone and Youngberg to purchase the bonds (see Exhibit "C") and approve the Preliminary Official Statement for the bonds. The resolution also authorizes the preparation and delivery of a final Official Statement and names First Interstate Bank as the Fiscal Agent. The resolution to be adopted authorizes the issuance of 1915 Act Bonds in the aggregate principal amount of $1,101,681.82. 7S.0?fi4 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 the City equal to such deficiency into the Rebate Fund prior to the time such payment is dueo (e) Each payment required to be made pursuant to subsection (c) above shall be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania, 19255 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form B03B-T (if such form is at that time generally available) or by a statement identifying the issuer and issue with respect to which the payment is made, and including the CUSIP number for the Bond with the latest maturity for which there is a CUSIP number, and by a copy of the Internal Revenue Service Form B038-G prepared by the City and filed with respect to the Bonds (or by such other form as the Internal Revenue Service shall require, by regulation or otherwise). (f) In the event that immediately following the calculations required by the Letter of Instructions and the transfer of amounts required by subsection (a) above, the amount then on deposit in the Rebate Fund exceeds the amount required to be on deposit therein to make the payments required under subsection (c) above, upon written instructions from the City, the Fiscal Agent shall withdraw the excess from the Rebate Fund and pay the amount thereof to the Treasurer. (g) For purposes of this Section 22, the term "Bond Year" means each consecutive 12-month period from the original issue date of the Bonds so long as any Bonds remain outstand- ingo The term "rebate requirement" means an amount equal to the sum of (i) the excess of the aggregate amount earned on all Nonpurpose Investments (as defined in the Code) over the amount -22- 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 that would have been earned if such Nonpurpose Investments had a Yield (as defined in the Code) equal to the Yield on the Bonds, plus (ii) any income attributable to the excess described in clause (i) above which must be paid to the United States of America pursuant to Section 148 (f) of the Code. Section 230 Approval of Official Statement and Offer to Purchase and Award of Bonds. The Preliminary Official Statement relating to the Bonds presented to the Common Council at its meeting at which this resolution is adopted, together with such modifications thereto as may be approved by the Treasurer and Director of Public Works/City Engineer, is hereby approved. The Treasurer and Director of Public Works/City Engineer are hereby authorized to assist in the preparation of and approve a final Official Statement, based on the Preliminary Official Statement and such changes thereto as are approved by bond counsel to the City, and the Mayor is hereby authorized to sign the final Official Statement on behalf of the Cityo The Offer to Purchase presented to the Common Council at its meeting at which this resolution is adopted relating to the Bonds and the sale and purchase of the Bonds is hereby approved and accepted, and the Treasurer is hereby authorized to execute the Offer to Purchase on behalf of the City. Pursuant to the Offer to Purchase, the Bonds are awarded to Stone & Youngberg (the "Underwr iter" ) upon the terms and conditions therein set forth, and the Treasurer is authorized to deliver the Bonds to the Underwriter upon payment of the purchase price therefor and accrued interest, if any, to the date of such delivery. -23- 1 2 3 All actions heretofore taken by the officers and agents . of the City wi th respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Mayor, the 4 5 6 7 8 9 10 11 12 13 14 Ci ty Clerk, the Treasurer, the Director of Public Works/City Engineer, and any and all other officers of the City are hereby authorized and directed, for and in the name of the City, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and deli very of the Bonds in accordance wi th the Bond Purchase Contract and this resolutiono Section 240 Certificate as to Non-Arbitrage. On the basis of the facts, estimates and circumstances now in existence 15 16 17 18 19 and in existence on the date of delivery of the Bonds to the Underwr iter, as determined by the Treasurer, the Treasurer is authorized and directed to certify that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of 20 21 22 23 24 25 26 27 28 Section 148 of the Internal Revenue Code of 1986, as amended 0 Such certification shall be delivered to the Underwriter at the time of delivery of and payment for the Bondso Section 25. Contract With Bondholders. The provisions of this resolution and of any other resolution supplementing or amending this resolution, shall constitute a contract between the City and the Bondholders and such provisions shall be enforceable by any Bondholder for the equal benefit and protection of all Bondholders similarly situated by mandamus, accounting, mandatory -24- 1 2 3 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 jur is- 4 5 6 7 8 9 10 11 12 13 14 dictiono Said contract is made under and is to be construed in accordance with the laws of the State of California. No remedy conferred hereby upon any Bondholder is intended to be exclusive 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 Bondholder shall affect any subsequent default or breach of duty or contract or shall impair any right or remedies on said subsequent default or breacho No delay or omission of any Bondholders 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 15 16 17 18 19 20 21 22 23 24 25 26 27 28 acquiescence thereino Every substantive right and every remedy conferred upon the Bondholders may be enforced and exercised as often as may be deemed expedient. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and should said suit, action or proceeding be abandoned, or be determined adversely to the Bondholders, then, and in every such case, the City and the Bondholders shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 26. Cessation of Agreements 0 When all of the Bonds and all interest to accrue thereon have been fully paid and discharged, the agreements in this resolution contained shall ~ -25- 1 2 3 cease and terminate, and the City shall be under no further . obligation to do or perform any of the covenants, conditions or agreements in this resolution contained. 4 5 6 7 8 9 10 11 12 13 14 Section 27. Partial Invalidity. If any section, clause or phrase of this sentence, paragraph, subsection, 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 0 The Common Council hereby declares that it would have passed this resolution and each section, subsection, paragraph, sentence, clause or phrase hereof irrespective of the fact that anyone or more sections, subsections, paragraphs, sentences, clauses or phrases be declared to be unconstitutional, invalid or unenforceable. 15 16 17 18 19 Section 28. Liberal Construction. This resolution shall be liberally construed to the end that its purpose may be effectedo No error, irregularity, informality and no neglect or omission herein or in any proceeding had pursuant hereto which 20 does not directly affect the jurisdiction of the Common Council shall void or invalidate this resolution or such proceeding or 21 any part thereof, or any act or determination made pursuant 22 23 24 25 26 27 28 thereto. Section 29. Effective Date. This resolution shall become effective upon adoptiono I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San -26- - - ...... 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 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DETERMINING AMOUNT OF UNPAID ASSESSMENTS AND AUTHORIZING ISSUANCE AND SALE OF BONDS OF ASSESSMENT DISTRICT NO. 985 (INDUSTRIAL PARKWAY IMPROVEMENT DISTRICT) IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,101,681.82 1 2 3 Section 1. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Section 2. Section 30 Section 40 Section 5. Section 60 Section 7. Section 8. Section 90 Section 10. Section 11. Section 12. Section 13. Section 140 Section 150 Section 16. 20 21 22 23 24 25 26 27 28 Section 17. Section 180 Section 190 Section 200 Section 21. Section 220 Section 230 TABLE OF CONTENTS Unpaid Assessments........................ Issuance and Description of Bondsoo..o.... Interest................................. . Execution and Authentication.ooo..o.o..... Manner and Place of Paymento.oo..ooo...... Redemption Prior to Maturityoo..oo..o..... Transfer and Registration........o..o..... Transfer of Bonds......................... Regulations with Respect to Exchanges and Transfers..o..oooo.o........ Bonds Mutilated, Destroyed, Stolen or Los t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preparation of Definitive Bonds; Tempor ary Bonds........................... Redemption Fund........................... Reserve Fund.............................. Improvement Fund.......................... F i s ca 1 Ag e n t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cumula t i ve Remedy......................... Unpaid Assessments as Trust Fund.......... Reassessment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incontestability.......................... Investment of Funds....................... Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reba te Fund............................... Approval of Offer to Purchase and Bond Purchase Contract, and Award of Bonds........................ i Page 3 4 5 6 7 7 8 9 9 10 11 12 12 15 16 16 16 16 17 17 18 19 23 1 Section 24. 2 Section 250 3 Section 260 4 Section 27. 5 Section 28. 6 Section 29. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ~.Tc::nnRk!l. Certificate of Non-Arbitrage.o.....o..oo.. 24 Contract With Bondholdersooooo...o.o.o.~o. 24 Cessation of Agreementso..ooo.o....o.oo.o. 25 Partial Invalidity...o....ooo.oo...o...o.. 26 Liberal Construction.o....oo.ooo..ooo..... 26 Effective Date............................ 26 ii --- - ~ 1 2 3 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DETERMINING AMOUNT OF UNPAID ASSESSMENTS AND AUTHO- RIZING ISSUANCE AND SALE OF BONDS OF ASSESSMENT DISTRICT NO. 985 (INDUSTRIAL PARKWAY IMPROVEMENT DISTRICT) IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,101,681.82 4 5 6 7 8 9 10 11 WHEREAS, on September 6, 1989, the Mayor and Common Council (the "Common Council") of the City of San Bernardino (the "City") adopted Resolution No. 89-346, a Resolution of Intention to order the acquisition and construction of certain public improvements pursuant to the provisions of Division 12 of the 12 Streets and Highways Code of the State of California, the 13 Municipal Improvement Act of 1913 ; and 14 WHEREAS, said Resolution of Intention provides for the 15 issuance of bonds in provided by Division 10 of the the manner 16 17 18 19 20 21 22 State of California, the of the Streets and Highways Code Improvement Bond Act of 1915, to represent and be secured by unpaid assessments; and WHEREAS, an offer to purchase has been presented to the Ci ty by Stone & Youngberg, the underwr iter for the bonds to be in the amount of such unpaid assessments (the issued "Underwr iter" ), with respect to the sale by the City to the 23 24 25 26 27 28 Underwriter and the purchase by the Underwriter from the City of said bonds, which has been executed on behalf of the Underwriter, and the Common Council has determined that said offer to purchase should be accepted and that the City Treasurer (the "Treasurer") should be authorized to execute it on behalf of the City; and -2- - -- - 1 WHEREAS, there has also been presented to the Common 2 Council a Preliminary Official Statement containing terms with 3 respect to the sale and purchase of said bonds and the Common 4 Council has determined that such Preliminary Official Statement 5 should be approved and that the Treasurer and the Director of 6 Public Works/City Engineer should be authorized to assist in the 7 preparation of a Final Official Statement, based on such 8 preliminary official statement and such changes thereto as may be 9 approved by said officers and bond counsel to the City; and 10 WHEREAS, the Common Council confirmed the assessment 11 and diagram for Assessment District No. 985 (Industrial Parkway 12 Improvement District) on December 18, 1989, and the assessment 13 was duly recorded in the Office of the Superintendent of Streets 14 of the City and the statutory period of thirty (30) days for the 15 cash payment of assessments has passed since the date such 16 assessment and diagram were recorded as required by law; and 17 WHEREAS, the Treasurer has presented to the Common 18 Council a certified list of all assessments which now remain 19 unpaid; and 20 WHEREAS, it is necessary and desirable that the City 21 sell bonds to be issued to represent such unpaid assessments; 22 NOW, THEREFORE, BE IT RESOLVED, BY THE MAYOR AND COMMON 23 COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AS FOLLOWS: 24 Section 1. Unpaid Assessments. The aforementioned 25 list of unpaid assessments is correct and the assessments now 26 remaining unpaid, and the aggregate thereof, are as shown on said 27 list as presented to the Common Council, and the aggregate amount 28 thereof is $1,101,681. 82. For a particular descr iption of the -3- .......- 1 lots and parcels of land bearing the respective assessment 2 numbers set forth in said unpaid list and upon which assessments 3 remain unpaid, severally and respectively, reference is hereby 4 made to the assessment and to the diagram recorded in the office 5 of the Superintendent of Streets of the City after confirmation 6 by the Common Council, the several lots or parcels of land 7 represented by said assessment numbers being so numbered and 8 designated upon said diagram and assessment as so confirmed and 9 recorded, severally and respectively, and to the assessment 10 approved and confirmed by resolution of the Common Council which 11 is also recorded in the office of said Superintendent of Streets. 12 Section 2. Issuance and Descr iption of Bonds. Serial 13 bonds (the "Bonds") shall be issued upon the secur ity of said 14 unpaid assessments in the aggregate principal amount of 15 $1,101,681.82 in accordance with the provisions of Division 10 16 and Division 12 of the Streets and Highways Code of the State of 17 California and pursuant to the provisions of said Resolution of 18 Intention and the proceedings thereunder duly had and taken, for 19 the purpose of paying the costs of the acquisition and 20 construction of the improvements for Assessment District No. 985 21 (Industrial Parkway Improvement District). 22 The Bonds shall be designated "United States of 23 America, State of California, County of San Bernardino, Limited 24 Obligation Improvement Bond, City of San Bernardino, Assessment 25 District No. 985 (Industrial Parkway Improvement District)" and 26 shall be serial bonds of the denomination of $5,000 or any 27 integral multiple thereof, except for the first Bond in the 28 initial series of the Bonds which is in the amount of -4- ..... 1 $6,681.82. The Bonds shall mature serially on September 2 of 2 each year of maturity in the amounts specified in the Offer to 3 Purchase approved by Section 23 hereof (the "Offer to 4 Purchase") 0 The Bonds shall be in the form of fully registered 5 bonds without coupons and shall be initially dated (the "Original 6 Issue Date") as of the date selected by the Treasurer and 7 Underwriter for the delivery of the Bonds by the City to the 8 Underwriter and the payment by the Underwriter to the City of the 9 purchase price for the Bonds. The Bonds shall be substantially 10 in the form set forth in Exhibit "A" attached hereto. 11 Section 3. Interest. The Bonds shall bear interest at 12 the per annum rates specified in the Offer to Purchase, payable 13 commencing September 2, 1990, and semiannually thereafter on 14 March 2 and September 2 of each year. 15 Each Bond shall bear interest from the interest payment 16 date next preceding the date thereof unless: (i) it is 17 authenticated after a Record Date (as hereinafter defined) and 18 before the close of business on the next interest payment date, 19 in which event it shall bear interest from such interest payment 20 date, or (ii) it is authenticated on or before the first Record 21 Date, in which event it shall bear interest from the Original 22 Issue Date. Bonds issued upon exchanges and transfers of bonds 23 shall be dated so that no gain or loss of interest shall result 24 from such exchange or transfer. Interest on the bonds shall be 25 paid by the fiscal agent appointed in Section 15 hereof (the 26 "Fiscal Agent") by check mailed on the interest payment date to 27 the registered owner as his name and address appear on the 28 register kept by the Fiscal Agent at the close of business on the -5- ~... - ..... .... - ~ -...... 1 2 3 4 5 6 7 fifteenth (15th) day of the month preceding the interest payment date (the "Record Date"). 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 hereinafter referred to with which to pay the Bond 0 If a Bond is not 8 presented at maturity, and there is sufficient money in the 9 Redemption Fund with which to pay the Bond, interest thereon 10 shall run only until maturityo 11 Section 4. Execution and Authentication. The Bonds 12 shall be signed on behalf of the City by the Treasurer and the 13 City Clerk and the corporate seal of the City shall be affixed to 14 the Bonds 0 Such signatures and corporate seal may be reproduced 15 on the Bonds by engraved, printed or lithographed facsimile 16 17 18 19 20 thereof, and such signing and sealing shall constitute and be a sufficient and binding execution of each and everyone of the Bonds 0 If any officer whose signature appears on the Bonds ceases to be such officer before the delivery of the Bonds to the Underwriter named in Section 23 hereof, such signature shall be such officer remained in office until the delivery 21 as valid as if 22 of the Bonds. 23 Only 24 certificate of 25 the form set such of the Bonds as shall have endorsed thereon a authentication and registration, substantially in forth in Exhibit "A", duly executed by the Fiscal 26 Agent, shall be entitled to any rights, benefits or security 27 under this resolution. No Bond shall be valid or obligatory for 28 any purpose unless and until such certificate of authentication ~ E..PL.ACGtnEp.( r , ....,. ... _. _01" _ ~ It!") 1I 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 and registration shall have been duly executed by the Fiscal Agent, and such certificate of the Fiscal 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 Fiscal Agent's certificate of authentication and registration on any Bond shall be deemed to have been duly executed if signed by an authorized signatory of the Fiscal Agent, but it shall not be necessary that the same person sign the certificate of authentication and registration on all of the Bonds that may be issued hereunder at anyone timeo Section 5. Manner and Place of paymento The principal on the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in Los Angeles, Californiao Interest on the Bonds shall be paid by the Fiscal Agent by check as stated in Section 3 hereof. Section 6. Redemption Prior to Maturity. The out- standing Bonds may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving the notice provided by law and by paying principal and accrued interest together with a premium equal to three percent (3%) of the principal. Such notice shall specify the maturities of the Bonds to be redeemed, the redemption date and the place or places where amounts due upon such redemption will be payable and, if less than all of the Bonds of any like maturity are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds so to be redeemed, and, in the case of a Bond to be redeemed in part only, such notice shall also specify the portion -7- 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 of the principal amount thereof to be redeemed. The city shall notify the Fiscal Agent if it intends to redeem any outstanding Bonds at least 45 days in advance of the selected redemption date. The Treasurer shall select Bonds for redemption in such a way that the ratio of outstanding Bonds to issued Bonds shall be approximately the same in each annual series or maturity of the Bonds insofar as possible 0 Wi thin each maturity of the Bonds, the Fiscal Agent shall select Bonds for redemption by lot. If there shall be so called for redemption less than all of a Bond, the City shall execute and the Fiscal Agent shall authenticate and deliver, upon the surrender of such Bond to the Fiscal Agent, without charge to the owner thereof, for the unredeemed balance of the principal amount of the Bond so surrendered, a Bond or Bonds of the same maturity and of any authorized denomination. Section 7. Transfer and Registration. All the Bonds shall be subject to the provisions for registration and transfer contained in this resolution and in the Bonds 0 So long as any of the Bonds shall remain outstanding, the Fiscal Agent shall main- tain and keep, at its principal corporate trust office in Los Angeles, California, a Bond register for the registration and transfer of the Bonds. Upon presentation of a Bond for registration or transfer at said office, the Fiscal Agent shall register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as the City or the Fiscal Agent may prescribe, any Bond entitled to registration or transfer. So long as any of the Bonds remain -8- 1 outstanding, the City shall make all necessary provisions to 2 permit the exchange of Bonds at said office of the Fiscal Agento 3 Section 8. Transfer of Bonds. 4 (a) Each Bond shall be transferable only upon the 5 bond register of the Fiscal Agent referred to in Section 7 hereof 6 by the registered owner thereof in person or by his attorney duly 7 authorized in writing, upon surrender thereof together with a 8 written instrument of transfer satisfactory to the Fiscal Agent 9 duly executed by the registered owner or his duly authorized 10 attorney. Upon the transfer of any such Bond, the Fiscal Agent 11 shall issue in the name of the transferee a new Bond or Bonds of 12 the same aggregate principal amount and maturity as the surren- 13 dered Bond. 14 (b) The Fiscal Agent may deem and treat the 15 person in whose name any outstanding Bond shall be registered 16 upon said Bond register of the Fiscal Agent as the absolute owner 17 of such Bond, whether such Bond shall be overdue or not, for the 18 purpose of receiving payment of, or on account of, the principal, 19 or redemption price, if any, of and interest on such Bond and for 20 all other purposes, and all such payments so made to any such 21 registered owner or upon his order shall be valid and effectual 22 to satisfy and discharge the liability upon such Bond to the 23 extent of the sum or sums so paid, and neither the City nor the 24 Fiscal Agent shall be affected by any notice to the contrary. 25 Section 9. Regulations with Respect to Exchanges and 26 Transfers 0 In all cases in which the privilege of exchanging or 27 transferring Bonds is exercised, the City shall execute and the 28 Fiscal Agent shall authenticate and deliver Bonds in accordance -9- 1 with the provisions of this resolution. All Bonds surrendered in 2 any such exchanges or transfers shall forthwith be cancelled by 3 the Fiscal Agent and delivered to the City within twelve (12) 4 months of the date of cancellation. For every such exchange or 5 transfer of Bonds, whether temporary or definitive, the City may 6 impose a charge sufficient to reimburse it for any tax, fee or 7 other governmental charge required to be paid with respect to 8 such exchange or transfer, which sum or sums shall be paid by the 9 person requesting such exchange or transfer as a condition 10 precedent to the exercise of the privilege of making such 11 exchange or transfer. Neither the City nor the Fiscal Agent 12 shall be required to make any such exchange or registration of 13 transfer during the fifteen (15) days immediately preceding any 14 interest payment date, or during the period selected by the 15 Fiscal Agent for the selection of Bonds for redemption, or with 16 respect to any Bonds selected for redemptiono 17 Section 100 Bonds Mutilated, Destroyed, Stolen or 18 Lost. In case any Bond shall become mutilated or be destroyed, 19 stolen or lost, the City shall execute and the Fiscal Agent shall 20 authenticate and deliver a new Bond of like maturity and prin- 21 cipal amount as the Bond so mutilated, destroyed, stolen or lost, 22 in exchange and substitution for such mutilated Bond, upon 23 surrender and cancellation of such mutilated Bond or in lieu of 24 and substitution for the Bond destroyed, stolen or lost, upon 25 filing with the City and the Fiscal Agent evidence satisfactory 26 to the City and the Fiscal Agent that such Bond has been 27 destroyed, stolen or lost and proof of ownership thereof, and 28 upon furnishing the City and the Fiscal Agent with indemnity -10- 1 satisfactory to both, complying with such other reasonable 2 regulations as the City and the Fiscal Agent may prescribe and 3 paying such expenses as the City and the Fiscal Agent may 4 incur. All Bonds so surrendered to the Fiscal Agent shall be 5 cancelled by the Fiscal Agent and delivered to the City within 6 twelve (12) months of the date of cancellation. 7 Section 11. Preparation of Definitive Bonds; Temporary 8 Bonds. The definitive Bonds shall be lithographed or printed on 9 steel engraved borders. Until the definitive Bonds are prepared, 10 the City may execute, in the same manner as is provided in 11 Section 4 hereof, and the Fiscal Agent may authenticate and 12 deliver, in lieu of definitive Bonds, but subject to the same 13 provisions, limitations and conditions as the definitive Bonds, 14 except as to the denominations thereof and as to exchangeability 15 for Bonds, one or more temporary Bonds (which shall be registered 16 as to principal and interest), substantially of the tenor of the 17 definitive Bonds in lieu of which such temporary Bond or Bonds 18 are issued, in denominations of $5,000 or any integral multiple 19 thereof, except the first Bond in the initial series of the Bonds 20 which is in the amount of $6,681. 82, and with such omissions, 21 insertions and variations as may be appropriate to temporary 22 Bonds. The City at its own expense shall prepare and execute and 23 the Fiscal Agent upon the surrender of such temporary Bonds for 24 exchange and the cancellation of such surrendered temporary 25 Bonds, without charge to the holder thereof, shall authenticate 26 and deliver in exchange therefor, at the principal corporate 27 trust office of the Fiscal Agent in Los Angeles, California, or 28 such other place as the City may approve, definitive Bonds of the -11- 1 same aggregate principal amount and maturity as the temporary . 2 Bonds surrendered. until so exchanged, the temporary Bonds shall 3 in all respects be entitled to the same benefits and security as 4 definitive Bonds issued pursuant to this resolution. 5 6 All temporary Bonds surrendered in exchange for a definitive Bond or Bonds shall be forthwith cancelled and 7 destroyed by the Fiscal Agent. 8 section 120 Redemption Fund. The Fiscal Agent shall 9 keep a redemption fund designated the "Assessment District No. 10 985 Redemption Fund" (the "Redemption Fund")0 All sums received 11 by the Treasurer from the collection of the assessments and of 12 the interest and penalties thereon shall be transferred by the 13 Treasurer to the Fiscal Agent for deposit in the Redemption Fund; 14 provided, however, that pursuant to Section 7 of Resolution No. 15 89-346, the Resolution of Intention, wherein the Common Council 16 has determined and declared pursuant to Section 8769 of the 17 Streets and Highways Code of the State of California that the 18 City will not obligate itself to advance available funds from the 19 treasury of the City to cure any deficiency which may occur in 20 the Redemption Fund, the Treasurer shall not advance any such 21 funds to the Redemption Fund. Moneys on deposit in the Redemp- 22 tion Fund shall be applied by the Fiscal Agent to pay the 23 principal of and the interest due on the Bonds. 24 Section 130 Reserve Fund. Pursuant to Part 16 (com- 25 mencing with Section 8880) of Division 10 of the Streets and 26 Highways Code of the State of California, and pursuant to 27 Section 5 of the Resolution of Intention, it has been provided 28 that there shall be included as an incidental expense of the -12- 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 proceedings an amount not to exceed ten percent (10%) of the amount of the Bonds to be issued to create a special reserve fund for the Bonds (the "Reserve Fund"). From the proceeds received from the sale of the Bonds, the amount of $110,168 shall be deposited by the Fiscal Agent in the Reserve Fund, which Reserve Fund the Fiscal Agent hereby covenants and agrees to maintain. The Reserve Fund shall be identified as the "Assessment District No. 985 Reserve Fund." The Reserve Fund shall constitute a trust fund for the benefit of the Bondholders, and 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 shall be transferred from the Reserve Fund to the Redemption Fund. The amount so advanced shall be reimbursed from the proceeds of redemption or sale of the parcels for which payment of delinquent installments of assessments and interest thereon or real property taxes has been made from the Reserve Fund. (b) In the event unpaid assessments are paid in advance, in whole or in part, the assessments thus paid shall be reduced by an amount equal to the ratio of the total amount initially provided for the Reserve Fund to the total amount originally assessed in the proceedings for the issuance of the Bonds, and the amount thus determined shall be transferred from the Reserve Fund to the Redemption Fund. (c) On June 30 of each year, commencing June 30, 1990, if the total of the amount of interest earned or gain to -13- 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 said date by the investment of moneys in the Reserve Fund in permitted investments (excluding the amount, if any, which must be deposited in the Rebate Fund as provided in Section 22 hereof) plus the amount of such moneys is in excess of the lesser 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 of the State of California, and credited on the unpaid balance of the assessment as provided in Section 1042701 of said Codeo (d) An amount equal to the interest or gain annually transferred from the Reserve Fund to the Redemption Fund pursuant to subsection (c) of this Section 13 shall be credited towards unpaid assessments each year during which any part of the Bonds remain outstanding. The auditor's record prepared pursuant to Section 8682 of the Streets and Highways Code of the State of California shall be prepared to reflect credits against each of the unpaid assessments which shall be in amounts equal to each parcel's apportioned share of the amounts so transferred from the Reserve Fund. (e) Whenever the balance in the Reserve Fund is sufficient to retire all remaining outstanding Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the assessments shall be discontinued and the Reserve _14_ 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 Fund shall be liquidated in retirement of the Bonds. In the event that the balance in the Reserve Fund at . the time of liquidation exceeds the amount required to retire all outstanding Bonds, the excess shall be apportioned to all parcels upon which the individual assessment remained unpaid at the time the balance in the Reserve Fund was sufficient to retire all outstanding Bonds. Payment shall be made in cash to the respective owners of such parcels except that, if such excess is less than $1,000, it shall be transferred to the general fund of the City. Section 14. Improvement Fund. The proceeds received from the sale of the Bonds (excluding the amount to be deposited in the Reserve Fund and capitalized interest, in an amount equal to interest due on the Bonds on September 2, 1990, which shall be deposited in the Redemption Fund) shall be deposited by the City in a special fund to be designated the "Assessment District No. 985 Improvement Fund" (the "Improvement Fund") in the office of the Treasurer, which the City hereby covenants and agrees to maintain. All moneys in the Improvement Fund shall be withdrawn only upon warrants, drafts or checks of the City, and shall be applied exclusively to the payment of the price of the acquisition and construction by the City of the public improvements, as described in the Resolution of Intention, or as they shall be hereafter amended or changed by appropriate change and modification proceedings, 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 Intentiono -15- 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 Section 15. Fiscal Agent. The Common Council hereby appoints First Interstate Bank of California in Los Angeles, California, as fiscal agent (the "Fiscal Agent"). Section 16. Cumulative Remedy. The Common Council covenants that in the event owners of parcels of property with unpaid assessments thereon fail to pay any installment of principal and interest on said assessments it will, pursuant to Part 14 (commencing with Section 8830) of Division 10 of the Streets and Highways Code of the State of California, order and cause to be commenced within 150 days of the date of any such delinquency and thereafter diligently prosecute an action in the Superior Court of California in and for the County of San Bernardino to foreclose the lien of any and all such delinquent installments or of any interest thereon. Section 17. Unpaid Assessments as Trust Fund 0 The unpaid assessments shown on the list presented to and determined by the Common Council to be correct, together with the interest thereon, shall remain and constitute a trust fund for the redemp- tion and payment of the Bonds and of the interest which may be due thereon. Installments of each such assessment shall be payable in each year preceding the date of maturity of each of the several series of Bonds which have been issued, sufficient to pay the Bonds when due. Section 180 Reassessment 0 If any assessment here- tofore 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 -16- 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 curative provisions in relation thereto under Division 10 or Division 12 of the Streets and Highways Code of the State of California to make them valid and enforceable, then a reassess- ment shall be made in the manner and form provided by said Division 10. Section 190 Incontestability. After the sale and deli very of the Bonds by the City, the Bonds shall be incon- testable by the City. Section 20. Investment of Funds. Moneys in the Improvement Fund shall, whenever practicable, be invested in legal investments for the City under applicable law for moneys held pursuant to this resolution at the time when any of such moneys are to be invested therein ("permitted investments"). Any income therefrom or interest or gain thereon shall accrue to and be deposited in the fund from which said moneys were invested, except as provided in Section 22 hereof. The Fiscal Agent shall invest moneys on deposit in the Reserve Fund and the Redemption Fund in permitted investments as directed in writing by the Treasurero In the absence of written investment direction from the Treasurer, the Fiscal Agent shall invest moneys on deposit in the Reserve Fund and the Redemption Fund in United States Treasury notes, bonds, bills, or certificates of indebtedness, or other such obligations for which the faith and credit of the United States are pledged for the payment of principal and interest, and time deposits of the Fiscal Agent for residual funds. Any income from the investment of such moneys or interest or gain thereon shall accrue to and be -17- 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 deposi ted in the fund from which such moneys were invested, except as provided in Section 22 hereof. Section 21. Covenants. So long as any of the' Bonds issued hereunder are outstanding and unpaid, the City makes the following covenants with the owners of the Bonds (to be performed by the City or its proper officers, agents or employees), which covenants are necessary, convenient and desirable to secure the Bonds and tend to make them more marketable; provided, however, that said covenants do not require the City to expend any funds or moneys other than the special assessments collected. Covenant 1. Punctual Payment. The City covenants that it will duly and punctually payor cause to be paid the principal of and interest on every Bond issued hereunder, together with the premium thereon, if any be payable, on the date, at the place and in the manner mentioned in the Bonds and in accordance with this resolution to the extent special assess- ments are available therefor, and that the payments into the Redemption Fund and the Reserve Fund will be made, all in strict conformity with the terms of the Bonds and this resolution, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this resolution and all resolutions supplemental hereto and of the Bonds, and that time of such payment and performance is of the essence of the City's contract with the owners of the Bonds 0 Covenant 2. Tax Covenants. The City covenants that, notwithstanding any other provision of this Resolution, it will make no use of the proceeds of the Bonds that would cause the -18- 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 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). The City will not make any use of the proceeds of the Bonds or any other funds of the City, or take or omit to take any other action, that would cause the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code, or "federally guaranteed" within the meaning of Section 149 (b) of the Code 0 To that end, so long as any of the Bonds remain outstanding, the City, with respect to the proceeds of the Bonds and such other funds, will comply with all requirements of Section 141 and Section 149 (b) of the Code and all regulations of the United States Department of the Treasury issued thereunder and under Section 103 of the Internal Revenue Code of 1954, as amended, to the extent such requirements are, at the time, applicable and in effect. The City will not use or permit the use of the public improvements which are to be acquired and constructed with the proceeds of the Bonds or any portion thereof by any person other than a "governmental unit", as such term is used in Section 141 of the Code, in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the interest on the Bonds. Section 220 Rebate Fund. (a) The Fiscal Agent shall establish a special fund to be designated as the "Assessment District No. 985 Rebate Fund" (the "Rebate Fund"), which shall be maintained by the Fiscal Agent as a separate fund. Within the Rebate Fund, the Fiscal Agent shall maintain a Rebate Account and an Earnings Account. -19- -- 1 Wi thin 55 days of the end of each Bond Year, as defined in , 2 subsection (g) below, the City shall calculate or cause to be 3 calculated that would be considered "rebatable the amount 4 5 6 7 arbitrage" within the meaning of Section 1.148-2T (a) of the Proposed and Temporary Regulations issued under Section 148 (f) of the Internal Revenue Code of 1986, as amended (the "Rebate using as the respectively), "Code," and the Regulations" 8 "computation date" for this period the end of each Bond Year. 9 10 11 Upon making each such calculation the Treasurer shall transfer any rebatable arbitrage from the Improvement Fund to the Fiscal Agent for deposit in the Rebate Account. At the City's written 12 direction, the Fiscal Agent shall transfer amounts, if any, 13 representing the "rebatable arbitrage" from the Reserve Fund and 14 the Redemption Fund to the Rebate Fundo All moneys at any time 15 16 17 18 19 20 21 deposited in the Rebate Fund shall be held by the Fiscal Agent in trust, to the extent required to satisfy the Rebate Requirement (defined in subsection (g) below), for payment to the United States of Americao All amounts on deposit in the Rebate Fund shall be governed by the provisions of this Section 22, Covenant 2 of Section 21 hereof, and the Letter of Instructions to be delivered to the City by its bond counsel on the date of the 22 delivery of the Bonds to the Underwriter named in Section 23 23 24 25 26 27 28 hereof. The Fiscal Agent shall be deemed conclusively to have complied with such provisions if it follows the directions of the Ci ty, and shall have no liability or responsibility to enforce compliance by the City with the terms of said Letter of Instructions. -20- - 1 2 3 (b) Any funds remaining in the Rebate Fund after " retirement or redemption of all of the Bonds and payment of any amount described and as provided in paragraph (2) of subsection (c) below, or provision made by the City therefor satisfactory to 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 the Fiscal Agent, including payment of any applicable fees to the Fiscal Agent, shall be withdrawn by the Fiscal Agent and remitted to the City. (c) Upon the City's written direction, the Fiscal Agent shall pay to the united States of America out of amounts in the Rebate Fund: (1) Not later than 60 days after the end of (i) the fifth Bond Year (as defined in sebsection (g) below) and (ii) each fifth Bond Year thereafter, an amount equal to at least 90 percent of the "rebatable arbitrage" calculated as of the end of each such fifth Bond Year in accordance with Section 148 (f) (4) (b) of the Code and Section 10148-2T of the Rebate Regulations; and (2) Not later than 60 days after the retirement or redemption of all of the Bonds, an amount equal to 100 20 percent of the "rebatable arbitrage" and any income 21 attr ibutable to the "rebatable arbitrage," both determined 22 in accordance with Section 148 (f) (4) (b) of the Code and 23 Section 1.148-2T of the Rebate Regulationso 24 25 26 27 28 (d) In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make any such payment when it is due, the City shall calculate the amount of the deficiency and direct the Fiscal Agent to deposit an amount received from -21- ......, 1 2 3 Bernardino at a regular meeting thereof held on the 19th day of February, 1990, by the following vote, to wit: 4 5 6 7 8 9 10 11 12 13 day of 14 AYES: Council Members NAYS: ABSENT: City Clerk The foregoing resolution is hereby approved this , 1990. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Mayor, City of San Bernardino Approved as to form and legal content: -27- TC'nnOc. 1 2 3 4 5 6 7 8 9 Registered 10 Number 11 12 13 14 [FACE OF BOND] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO LIMITED OBLIGATION IMPROVEMENT BOND CITY OF SAN BERNARDINO ASSESSMENT DISTRICT NO. 985 (INDUSTRIAL PARKWAY IMPROVEMENT DISTRICT) Registered Amount $ 15 16 17 Original Interest Maturity Issue Rate Date Date February , 1990 18 Registered Owner 19 20 Principal Sum 21 22 -.... Cusip Dollars 23 Under and by virtue of the Improvement Bond Act of 24 1915, Division 10 (commencing with Section 8500) of the Streets 25 and Highways Code of the State of California (the "Act"), the 26 City of San Bernardino, California (the "City"), will, out of the redemption fund for the payment of the Bonds issued upon the 27 28 Page 1 of 9 EXHIBIT "A" 1 unpaid portion of assessments made for the acquisition and 2 construction of certain public improvements in and for an 3 assessment district designated "Assessment District No. 985 4 (Industrial Parkway Improvement District) , City of San 5 Bernardino, County of San Bernardino, State of California," 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 which said improvements and assessment district are more fully described in proceedings taken pursuant to Resolution Noo 89-346, the Resolution of Intention for said assessment district, adopted by the Mayor and Common Council of the City of San Bernardino on September 6, 1989, pay to the registered owner identified above, or registered assigns, on the maturity date specified above the principal sum specified above in lawful money of the United States of America, and in like manner will pay interest from the interest payment date next preceding the date on which this Bond is authenticated, unless this Bond is authenticated after a Record Date (as hereinafter defined) and before the close of business on the next interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before the first Record Date, in which event it shall bear interest from the original issue date specified above, until payment of such principal sum shall have been discharged, at the rate of interest per annum specified above, payable semiannually on March 2 and September 2 in each year commencing on September 2, 1990. Both the principal hereof and redemption premium hereon are payable at the principal corporate trust office of First Interstate Bank of California, as fiscal agent (the "Fiscal Page 2 of 9 EXHIBIT "A" ...... - - -- - 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 Agent"), in Los Angeles, california, and the interest hereon is payable by check mailed to the owner hereof at the owner's address as it appears on the records of the Fiscal Agent, or at such address as may have been filed with the Fiscal Agent for that purpose, as of the fifteenth (15th) day of the month pre- ceding each interest payment date (the "Record Date") . This Bond will continue to bear interest after maturity at the rate above specified, provided it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay the same. If it is not presented at maturity, and there are sufficient moneys in said redemption fund with which to pay the same, interest on this Bond will run until maturity. Pursuant to section 8769 of the streets and Highways Code of the state of California, the Mayor and Common Council of the city have determined that the city will not obligate itself to advance funds from the city treasury to cure any deficiency in the redemption fund. This Bond shall not be entitled to any benefit under the Act or the Resolution of Issuance (hereinafter identified), or become valid or obligatory for any purpose, until the certi- ficate of authentication and registration hereon endorsed shall have been dated and signed on behalf of the Fiscal Agent. IN WITNESS WHEREOF, the city of San Bernardino, Cali- fornia, has caused this Bond to be signed in facsimile by its Page 3 of 9 EXHIBIT "A" 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 Treasurer and its city Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the ____ day of February, 1990. CITY OF SAN BERNARDINO, CALIFORNIA City Clerk City Treasurer (SEAL) REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PUR- POSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS BOND. Page 4 of 9 EXHIBIT "A" -- ~ ---- 1 2 3 [REVERSE OF BOND] CITY OF SAN BERNARDINO ASSESSMENT DISTRICT NOo 985 (INDUSTRIAL PARKWAY IMPROVEMENT DISTRICT) 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturi- ties and interest rates, issued by the City under the Act and a resolution entitled "Resolution of the Mayor and Common Council of the City of San Bernardino Determining the Amount of Unpaid Assessments and Authorizing Issuance and Sale of Bonds of Assessment District No. 985 (Industrial Parkway Improvement District) in the Aggregate Principal Amount of $1,101,681.82" adopted on February 19, 1990 (the "Resolution of Issuance") in the aggregate principal amount of $1,101,681082 for the purpose paying for the acquisition and providing means for of construction of the improvements described in said proceedings, and is secured by the moneys in said redemption fund and by the unpaid portion of said assessments made for the payment of said improvements, and, including principal and interest, is payable 20 21 22 23 24 25 26 27 28 exclusively out of said fundo Reference is hereby made to the Act and the Resolution of Issuance, and all amendments thereto for a description of the rights, duties and obligations of the City, the Fiscal 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 maturi ty or redemption of the Bonds, to all the provisions of which resolution the owner of this Bond, by acceptance hereof, assents and agrees. Page 5 of 9 EXHIBIT "A" ----- - ~ - 1 2 3 The Bonds are issuable only as fully registered Bonds . in denominations of $5,000, or any integral multiple thereof, except the first bond in the initial series of the Bonds which is in the amount of $6,681.82. 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 This Bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at said office of the Fiscal Agent, subject to the terms and condi tions provided 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, for the same aggregate principal amount, will be issued to the transferee in exchange for this Bond. Bonds shall be registered only in the name of an indi- vidual (including joint owners), a corporation, a partnership or a trust. Neither the City nor the Fiscal Agent shall be required to make any exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any interest payment date, or dur ing the per iod selected by the Fiscal Agent for the selection of Bonds for redemption, or with respect to any Bonds selected for redemption. The City and the Fiscal Agent may treat the owner hereof as the absolute owner for all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. Page 6 of 9 EXHIBIT "A" - --- - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 This Bond or any portion of its principal amount in the amount of $5,000, or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days I notice by registered mail to the registered owner hereof at the owner's address as it appears on the registration books of the Fiscal Agent, and by paying principal and accrued interest together with a premium equal to three percent (3%) of the pr incipal. This Bond is subject to refunding pursuant to the procedures of Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of Californiao 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Page 7 of 9 EXHIBIT "A" - -- - 1 2 3 [ASSIGNMENT] FOR VALUE RECEIVED the undersigned hereby sell (s) , assign(s) and transfer(s) unto 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Please print or typewrite name and address including postal zip code of assignee the within Bond of the City of San Bernardino, California, and does hereby irrevocably constitute and appoint Attorney to transfer said Bond on the books of First Interstate Bank of California, as Fiscal Agent with full power of substitution in the premiseso Dated Signature Guarantee: NOTE: The signature to this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement, or any change whatsoever. NOTE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. 20 21 22 23 24 25 26 27 28 Page 8 of 9 EXHIBIT "A" [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] 1 2 3 - This is one of the Bonds described in the within mentioned Resolution of Issuance, and has been authenticated and registered as of 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 BJS0086B FIRST INTERSTATE BANK OF CALIFORNIA AS FISCAL AGENT By: Authorized Signatory Page 9 of 9 EXHIBIT "A" : ~ ': '" ... -.,\!.... " . _~ ~"~ :,~;r~:J -.> .- .-. ., rill STONE h",-,:,.-..,J ~ :.~_flht:., ::::~1 & YOU NGBE RG [,.;;,' ~>.,:. --". \,,:(l ;~:; 76 iJ 9: 44 .;.....u ...iH.'. - MEMBERS PACIFIC STOCK EXCHANGE February 19, 1990 The Common council City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 Re: Offer to Purchase Bonds in an amount not to Exceed $1,101,681.82 Assessment District No. 985 Limited Obligation Improvement Bonds (Industrial Parkway) Dear Common Council: Pursuant to discussions with Bond Counsel, Best, Best & Krieger, and our investigation and analysis of the above captioned Bond issue of the City of San Bernardino (the "city"), stone & Youngberg (the "underwriter"), hereby offers to purchase all of the above-referenced Bonds subject to the following conditions: 1. The Bonds shall be issued pursuant to the Improvement Bond Act of 1915. 2. The par value of the Bonds shall be in an amount not to exceed $1,101,681.82. The Bonds shall mature in each year and in the amounts and at the rates of interest set forth on the Maturity Schedule attached hereto as Exhibit "A". 3. The Bonds shall be issued in denominations of $5,000 or in integral multiples thereof and one Bond in an odd amount due in 1991 as may be requested by the Underwriter. 4. All Bonds shall be issued in registered form in accordance with instructions to be determined by the Underwriter prior to closing. "EXHIBIT C" Final Interest Rate to be presented t C '1 a ounC1 Meeting The Common council city of San Bernardino February 19, 1990 Page 2 5. The Bonds shall be dated February __, 1990 and delivered on or after February , 1990 or any other date which is is mutually agree~upon by the city and the Underwriter. 6. The Bonds shall mature from september 2, 1991 through september 2, 2010. 70 The city shall establish a reserve fund in an amount equal to ten percent (10%) of the original proceeds of the Bonds and such reserve fund shall be established from Bond proceeds. 8. The City shall covenant to commence judicial foreclosure of delinquent assessments within 150 days after receiving notice of any delinquency. 9. The city shall furnish to the Underwriter a summary of property tax delinquencies which shall include for such delinquencies (i) the assessor's parcel number, (ii) the property owner's name, (iii) the amount of delinquent property taxes and (iv) the year or years of each delinquency 0 Such list shall be furnished to the Underwriter within 60 days of the city's receipt of the Fixed Charge Unpaid list from the county of San Bernardino. 10. Not later than the date of Closing or the seventh (7th) business day after the date hereof, whichever occurs first, the city will deliver to the Underwriter and official statement dated the date of February 19, 1990, in such quantities as the Underwriter may reasonably request to permit compliance with Rule 15c2-12 of the Securities and Exchange Commission (17 C.F.R. 240.15c2-12), including any appendices, maps, exhibits, reports and statements. 11. The purchase price shall be 2.5% of par (a discount of $27,542.04). 12. The Bonds may be called for redemption prior to maturity on any March 2 or september 2 upon payment of 103 percent (103%) of the par value of the Bonds, plus accrued interest to the date of surrender or the date of redemption, whichever is earlier. 13. The purchase price of the Bonds shall be paid in full in clearinghouse funds to the order of the city, upon delivery to the Underwriter of the Bonds accompanied by: The Common council city of San Bernardino February 19, 1990 Page 3 (a) The unqualified approving legal opinion of Best, Best & Krieger, Bond Counsel 0 The legal opinion shall be printed on the Bonds at no charge to us. (b) A no-litigation certificate of the city. (c) The opinion of Best, Best & Krieger, Bond Counsel, dated the date of Closing, to the effect that (1) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (ii) nothing has come to their attention which would lead them to believe that the Preliminary Official statement and the Official statement, collectively the Official statement, (excluding therefrom the financial statements and the statistical data included in the Official statement, as to which no opinion need be expressed) contains an 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 misleadingo 14. (a) The city shall pay the following expenses incidental to the performance of the city's obligations hereunder: (i) the cost of the printing of the bonds, the preliminary Official statement and the Official statement; (ii) the fees, expenses and disbursements of engineers, accountants, Bond Counsel, appraisers, advisers and of any other experts or consultants and the Fiscal Agent retained by the city; and (iii) any other expenses and costs of the city incident to the performance of its obligations in connection with the authorization, issuance and sale of the Bonds, including out-of-pocket expenses of the city. (b) The Underwriter shall pay all expenses incurred by them 0 The Common council city of San Bernardino February 19, 1990 Page 4 15. The obligation of the underwriter to accept delivery of and pay for the Bonds on the closing date shall be subject, at the option of the the Underwriter, to the following additional conditions: (a) At the Closing Date, the resolution authorizing issuance of the Bonds and any other applicable agreement shall be in full force and effect, and shall not have been amended, modified or supplemented except as may have been agreed 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 Best, Best & Krieger, Bond Counsel for the city, shall be necessary and appropriate; (b) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth herein 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: (1) Legislation enacted or pending by the Congress of the united States of America or a decision rendered by a court established under Article III of the constitution of the United Sates 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, the Joint Tax Committee, or the Internal Revenue service of the united states of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest as would be received by the owners of the Bonds; The Common Council City of San Bernardino February 19, 1990 Page 5 (2) Legislation enacted or pending by the Congress of the united States of America, 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, or 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 Resolution is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; (3) Any amendments 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), validity or enforceability of the assessments or the ability of the city to acquire the improvements or undertake the financing as contemplated by the Resolution and the Official Statement; or (4) Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue or misleading in any material respect any ,statement or information contained in the Official Statement concerning the city, the Improvement Project, the landowners, or the property assessed. The Common Council city of San Bernardino February 19, 1990 Page 6 16. This bid is conditioned upon the successful consummation of the Assessment District proceedings and should said proceedings for any reason fail to be successfully consummated, there shall be no obligation on the part of the city. Respectfully submitted, STONE & YOUNGBERG By: Accepted this 19th day of February, 1990 CITY OF SAN BERNARDINO Approved as to form and legal content: James F. Penman, City Attorney By: By: WoRe Holcomb, Mayor The Common Council City of San Bernardino February 19, 1990 Page 7 EXHIBIT A $1,101,681. 82 city of San Bernardino Assessment District Noo 985 Limited Obligation Improvement Bonds Maturity Date Principal Amount Interest Rate 9/02/91 9/02/92 9/02/93 9/02/94 9/02/95 9/02/96 9/02/97 9/02/98 9/02/99 9/02/00 9/02/01 9/02/02 9/02/03 9/02/04 9/02/05 9/02/06 9/02/07 9/02/08 9/02/09 9/02/10 $ % Total $ The net interest cost, which includes a discount of 2.5%, is %0 The average coupon rate is %. All Bonds are re-offered at par. yJ}f STONE & YOUNGBERG MEMBERS PACIFIC STOCK EXCHANGE February 19, 1990 The Common Council City of San Bernardino 300 North "0" Street San Bernardino, CA 92418 Re: Offer to Purchase Bonds in an amount not to Exceed $1,101,681.82 Assessment District No. 985 Limited Obligation Improvement Bonds (Industrial Parkway) Dear Common Council: Pursuant to discussions with Bond Counsel, Best, Best & Krieger, and our investigation and analysis of the above captioned Bond issue of the City of San Bernardino (the "City"), Stone & Youngberg (the "Underwriter"), hereby offers to purchase all of the above-referenced Bonds subject to the following conditions: 1. The Bonds shall be issued pursuant to the Improvement Bond Act of 1915. 2. The par value of the Bonds shall be in an amount not to exceed $1,101,681.82. The Bonds shall mature in each year and in the amounts and at the rates of interest set forth on the Maturity Schedule attached hereto as Exhibit "A", 3. The Bonds shall be issued in denominations of $5,000 or in integral multiples thereof and one Bond in an odd amount due in 1991 as may be requested by the Underwriter. 4. All Bonds shall be issued in registered form in accordance with instructions to be determined by the Underwriter prior to closing. 15260 VENTURA BOULEVARD' SHERMAN OAKS, CALIFORNIA 91403' (818) 906-0315 ~l/ -----..r The Common Council City of San Bernardino February 19, 1990 Page 2 5. The Bonds shall be dated February 28, 1990 and delivered on or after February 28, 1990 or any other date which is is mutually agreed upon by the City and the Underwriter. 6. The Bonds shall mature from September 2, 1991 through September 2, 2010. 7. The City shall establish a reserve fund in an amount equal to ten percent (10%) of the original proceeds of the Bonds and such reserve fund shall be established from Bond proceeds. 8. The City shall covenant to commence judicial foreclosure of delinquent assessments within 150 days after rece.ving notice of any delinquency, 9. The City shall furnish to the Underwriter a summary of property tax delinquencies which shall include for such delinquencies (i) the assessor's parcel number, (ii) the property owner's name, (iii) the amount of delinquent property taxes and (iv) the year or years of each delinquency. Such list shall be furnished to the Underwriter within 60 days of the City's receipt of the Fixed Charge Unpaid list from the County of San Bernardino. 10. Not later than the date of Closing or the seventh (7th) business day after the date hereof, whichever occurs first, the City will deliver to the Underwriter and official statement dated the date of February 19, 1990, in such quantities as the Underwriter may reasonably request to permit compliance with Rule 15c2-12 of the Securities and Exchange Commission (17 C.F.R. 240.15c2-12), including any appendices, maps, exhibits, reports and statements. 11. The purchase price shall be 2.5% of par (a discount of $27,542.04), 12. The Bonds may be called for redemption prior to maturity on any March 2 or September 2 upon payment of 103 percent (103%) of the par value of the Bonds, plus accrued interest to the date of surrender or the date of redemption, whichever is earlier. 13. The purchase price of the Bonds shall be paid in full in clearinghouse funds to the order of the City, upon delivery to the Underwriter of the Bonds accompanied by: The Common Council City of San Bernardino February 19, 1990 Page 3 (a) The unqualified approving legal opinion of Best, Best & Krieger, Bond Counsel. The legal opinion shall be printed on the Bonds at no charge to us, (b) A no-litigation certificate of the City. (c) The opinion of Best, Best & Krieger, Bond Counsel, dated the date of Closing, to the effect that (I) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; and (ii) nothing has come to their attention which would lead them to believe that the Preliminary Official Statement and the Official Statement, collectively the Official Statement, (excluding therefrom the financial statements and the statistical data included in the Official Statement, as to which no opinion need be expressed) contains an 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, 14. (a) The City shall pay the following expenses incidental to the performance of the City's obligations hereunder: (i) the cost of the printing of the bonds, the Preliminary Official Statement and the Official Statement; (ii) the fees, expenses and disbursements of engineers, accountants, Bond Counsel, appraisers, advisers and of any other experts or consultants and the Fiscal Agent retained by the City; and (iii) any other expenses and costs of the City incident to the performance of its obligations in connection with the authorization, issuance and sale of the Bonds, including out-of-pocket expenses of the City. (b) The Underwriter shall pay all expenses incurred by them. The Common Council City of San Bernardino February 19, 1990 Page 4 15. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the closing date shall be subject, at the option of the the Underwriter, to the following additional conditions: (a) At the Closing Date, the resolution authorizing issuance of the Bonds and any other applicable agreement shall be in full force and effect, and shall not have been amended, modified or supplemented except as may have been agreed 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 Best, Best & Krieger, Bond Counsel for the City, shall be necessary and appropriate; (b) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth herein 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: (1) Legislation enacted or pending by the Congress of the United States of America or a decision rendered by a court established under Article III of the Constitution of the United Sates 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, the Joint Tax Committee, or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest as would be received by the owners of the Bonds; The Common Council City of San Bernardino February 19, 1990 Page 5 (2) Legislation enacted or pending by the Congress of the United States of America, 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, or 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 Resolution is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; (3) Any amendments 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), validity or enforceability of the assessments or the ability of the City to acquire the improvements or undertake the financing as contemplated by the Resolution and the Official Statement; or (4) Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue or misleading in any material respect any statement or information contained in the Official Statement concerning the City, the Improvement Project, the landowners, or the property assessed. The Common Council City of San Bernardino February 19, 1990 Page 6 16. This bid is conditioned upon the successful consummation of the Assessment District proceedings and should said proceedings for any reason fail to be successfully consummated, there shall be no obligation on the part of the City. Respectfully submitted, By: Accepted this 19th day of February, 1990 CITY OF SAN BERNARDINO Approved as to form and legal content: James F. Penman, City Attorney By: ~: W.R, Holcomb, Mayor The Common Council City of San Bernardino February 19, 1990 Page 7 EXHIBIT A $1,101,681.82 City of San Bernardino Assessment District No. 985 Limited Obligation Improvement Bonds 9/02/91 9/02/92 9/02/93 9/02/94 9/02/95 9/02/96 9/02/97 9/02/98 9/02/99 9/02/00 9/02/01 9/02/02 9/02/03 9/02/04 9/02/05 9/02/06 9/02/07 9/02/08 9/02/09 9/02/10 Principal Amount Interest Rate $ 26,681.82 6.10% 30,000.00 6.25 30,000.00 6.40 35,000.00 6.60 35,000.00 6.70 35,000.00 6.80 40,000.00 6.90 40,000.00 7.00 45,000.00 7.10 50,000.00 7.20 50,000.00 7.30 55,000.00 7.40 60,000.00 7.45 65,000.00 7.50 70,000.00 7.55 75,000.00 7.60 80,000.00 7.60 85,000.00 7.65 95,000.00 7.70 100,000.00 7.70 $1,101,681.82 Maturity Date Total The net interest cost, which includes a discount of 2.5%, is 7.668538%. The average coupon rate is 7.480084%. All Bonds are re-offered at par.