HomeMy WebLinkAbout1997/07/02 - Agenda PacketC 1' '~~ iCOi/:-UNC IL
A N D A
· '.~ and 3hi w~/" .~s --?:oo p...
James L. 'Mm'km~ (~it), A .dotty
Civ/
City Council Agenda
July 2, 1997
All items submitted forthe City Council Agenda must be in writing. The
deadline for submitting these items is 6:00 p.m. on the Tuesday of the
week prior to the meeting. The City Clerk's Office receives all such
items.
1. Roll Call:
A. CALLTO ORDER
Alexander , Biane , Curatalo ...
Gutierrez , and Williams
B. ANNOUNCEMENTS/PRESENTATIONS
C. COMMUNICATIONS FROM THE PUBLIC
This is the time and place for the general public to address the City
Council. State law prohibits the City Council from addressing any issue
not previously included on the Agenda. The City Council may receive
testimony and set the matter for a subsequent meeting. Comments are
to be limited to five minutes per individual.
D. CONSENT CALENDAR
The following Consent Calendar items are expected to be routine and
non-controversial. They will be acted upon by the Council at one time
without discussion. Any item may be removed by a Councilmember or
member of the audience for discussion.
Approval of Warrants, Register Nos. 6/11/97 and 6/18/97 and
Payroll ending 5/29/97 for the total amount of $1,401,851.26.
.
Approval to appropriate $593,055 for Fund 28-4333-9315
(Community Development Block Grant) and approval to appropriate
$29,350 for Fund 28-4333-9620 (Community Development Block
Grant), and approval to appropriate $328,500 for Fund 21-4647-
XXXX (Beautification) for the Lions West Community Center
Improvement Project for F'~,cal Year 1997/98; and approval to award
a contract (CO97-027) to Old Hickory Construction Inc., in the
amount of $804,695, plus a 10% contingency ($29,350 to be funded
from Fund 28-4333-9620, $548,504 to be funded from Fund 28-
4333-9315, and the balance from Fund 21-4647-XXXX); and
approval to award a Professional Services Agreement (CO97-028)
with Peter Pitassi, AIA, Architect, for a fee of $22,300, plus a 10%
contingency from Fund 21-4647-XXXX; and authorization to award
a contract to Siebe Environmental Controls (CO97-029) for
installation of the HVAC controls in the amount of $30,741, to be
funded from Fund 28-4333-9315.
10
City Council Agenda
July 2, 1997
,
,
Approval to executive a Professional Services Agreement (CO97-
030) with LSA Associates, Inc., not to exceed $103,000, for the
preparation of an Environmental Impact Report for General Plan
Amendments 96-03B and 97-01 and Victoria Community Plan
Amendments 96-01 and 97-01, to be funded from Developer
Deposit through Account No. 01-4333-0635.
Approval and execution of State Master Agreement No. 08-5420 for
Federal aid projects between the State of California, Department of
Transportation and the City of Rancho Cucamonga.
RESOLUTION NO. 97-~'~'
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF RANCHO CUCAMONGA, CALIFORNIA,
AUTHORIZING THE EXECUTION AND SIGNING
OF STATE MASTER AGREEMENT NO. 08-5420
FOR FEDERAL AID PROJECTS BETWEEN THE
STATE OF CALIFORNIA, DEPARTMENT OF
TRANSPORTATION AND THE CITY OF RANCHO
CUCAMONGA
12
16
17
E. CONSENT ORDINANCES
The following Ordinances have had public hearings at the time of first
reading. Second readings are expected to be routine and non-
controversial. They will be acted upon by the Council at one time
without discussion. The City Clerk will read the title. Any item can be
removed for discussion.
,
ETIWANDA SPECIFIC PLAN AMENDMENT 97-01 - CITY OF
RANCHO CUCAMONGA -A request to amend the Eftwanda
Specific Plan to modify proposed Wardman Bullock Road/Youngs
Canyon Road, between Wilson Avenue and Cherry Avenue, by
eliminating the landscaped median and across the San Sevaine
Basin by reducing the pavement width and eliminating the equestrian
trail and modifying all applicable exhibits therein. A Notice of
Categorical Exemption has been prepared. APNS 226-102-17, 226-
111-05 and 06, 226-112-02 and 03, 226-311-27, 226-321-01.
ORDINANCE NO. 580 (second reading)
AN ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF RANCHO CUCAMONGA,
CALIFORNIA, APPROViNG ETIWANDA SPECIFIC
PLAN AMENDMENT 97-01, TO MODIFY THE
PROPOSED WARDMAN BULLOCK
ROAD/YOUNGS CANYON ROAD, BY
ELIMINATING THE LANDSCAPED MEDIAN AND
REDUCING THE PAVEMENT WIDTH AND
ELIMINATING THE EQUESTRIAN TRIAL
ACROSS THE SAN SEVAINE BASIN AND
MAKING FINDINGS IN SUPPORT THEREOF
18
City Council Agenda
July 2, 1997
F. ADVERTISED PUBLIC HEARINGS
The following items have been advertised and/or posted as public
hearings as required by law. The Chair will open the meeting to receive
public testimony.
No Items Submitted.
G. PUBLIC HEARINGS
The following items have no legal publication or posting requirements.
The Chair will open the meeting to receive public testimony.
,
APPROVAL OF AGREEMENT (CO 97-026) FOR G. C. SERVICES
TO RECOVER CRIMINAL JUSTICE ADMINISTRATIVE FEES
(BOOKING FEES~ FROM CONVICTED ARRESTEES
ORDINANCE NO. 581 (first reading)
AN ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF RANCHO CUCAMONGA,
CALIFORNIA, ESTABLISHING A COST
RECOVERY SYSTEM FOR BOOKING FEE
COLLECTIONS
24
31
H. CITY MANAGER'S STAFF REPORTS
The following items do not legally require any public testimony,
although the Chair may open the meeting for public input.
CONSIDERATION OF A RESOLUTION AUTHORIZING ISSUANCE
OF BONDS FOR THE MASI PLAZA ASSESSMENT DISTRICT NO.
93-01
RESOLUTION NO. 97-090
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF RANCHO CUCAMONGA, CALIFORNIA,
AUTHORIZING ISSUANCE OF BONDS,
APPROVING FORM OF BOND INDENTURE,
BOND PURCHASE AGREEMENT, PRELIMINARY
OFFICIAL STATEMENT, AND DISCLOSURE
AGREEMENTS FOR ASSESSMENT DISTRICT
NO. 93-1 (MASI PLAZA)
33
34
City Council Agenda
July 2, 1997
I. COUNCIL BUSINESS
The following items have been requested by the City Council for
discussion. They are not public hearing items, although the Chair may
open the meeting for public input.
No Items Submitted.
J. IDENTIFICATION OF ITEMS FOR NEXT MEETING
This is the time for City Council to identify the items they wish to
discuss at the next meeting. These items will not be discussed at this
meeting, only identified for the next meeting.
K. COMMUNICATIONS FROM THE PUBLIC
This is the time and place for the general public to address the City
Council. State law prohibits the City Council from addressing any issue
not previously included on the Agenda. The City Council may receive
testimony and set the matter for a subsequent meeting. Comments are
to be limited to five minutes per individual.
L. ADJOURNMENT
I, Debra J. Adams, City Clerk of the City of Rancho Cucamonga, or my
designee, hereby certify that a true, accurate copy of the foregoing agenda
was posted on June 26, 1997, seventy-two (72) hours prior to the meeting
per Government Code 54954.2 at 10500 Civic Center Drive.
040
l
o ~ oo oo~
o
UJI,4
..d ej e
44JlJJJlJJJ
.,
o
Ud f'3 M Z Q~ :~ C3 ¥- 44 .,J 3) .IgJ ,,(t-el--
eeeoeeeeeeeeeoeeeo
N
2
eeeoeoeeeoeeeeeeo®eeo
I-Z I'
I1-,I
I&,l
IUI
IV) l
liLII
t C:)l
·
lZl
IU, JI
I1--1
I)"'1
· I
· ·
· I
~uo0
~M Z
&~ ~ V~
00040 ~ZZO ~ 0
0
~Z~00 ~000Z
~ZZZ~ ~
~g
0
I~ l
IZl
I I
li I
I0 I
I) I
· ·
Z
LL ~A ~d
C3 t-4 Q,
°.''1
· . ·
o .,
Ill
;=."
=.,"
~.,,, == = = ==,,,.. = ..
~ZOO~44440~l~ooZ~44
z
~/) Qc I
zu.~
I,L,10 C~0000~'~00C)~,i~,4 M~4~M~4 ~4~,4~4M~4MMIfM~4~4~4 f,4~.i~M,M ~4~4~4 ~MM ,M~4~4
·
I ·
·
· ·
· I'
; !
I ·
I ·
· ·
· ·
IZl'
).41
IQ.I
,''l
l~l
ii
!uJI
INt
I ·
· ·
!
I ·
! I
·
I ·
·
· ·
I d
·
I ·
I
· ·
I ·
·
· ·
· ·
I
.uJI
I I
dZI
I~U I
I) I
· ·
· ZZ Z
·~Z Z) ~ZZ
z z Z ~ ~ ~ z
~ zZ ~ ~ ~z z ~
~zzz zz~o~~z zz
eeeeeeeee
·
Z
Z Z Z ·
V~
V~
O0
0~
C3 I-,, q,d
I,M ~
0 ).40 ~ ~
,,., J
0 Z
e~.)
wl
,-4
°1'1
I~1
I~1
· ·
·
·
·
· ·
I ·
· I
· ·
· ·
· ·
I
I ·
I
~C)!
Ia.I
I~1
IV) l
k
I
· ·
I ·
·
I ·
I ·
·
I
· ·
· ·
I
·
· ·
· ·
!
·
· ·
· i
! ·
IZI
! !
Ia~l
IO I
·
· o · ·
,,,4
~Z
~ ~z zOZ~
z z~zo z
z~Z~Z~
ozz ~
~Z ~Z~
)Z4 ~
04~ ~ w~Z~
~ Z ·
~e ~ ~ Z ~
~OZM~e
ZZZ~ ~e
~z~
QC k4
°I'1
l~Ci
NNNNNN N
NNNNNN ~N
: :
I I
I I
:i
,,i
IOI
I I
I I
·
! I
~ ~Z~ ~w~ ZZ~
s
·
·
·
·
it
·
·
I
!
II
·
· ·
· !
!
I ~
· ~1
·
!
·
·
·
·
I
·
I
l
!
I
I z
·
!
·
·
·
!
ii
I
!
·
·
·
!
·
!
·
·
·
·
·
·
·
I ·
· z
!
I o
I z
#
o)o~o
d
o :
~: ill tA k4 Z
JI--MO0
~JZ ~
C~ u Z I.) LM
Z
z~
~ o
~ Z~
e~
00~
Z~
z ~ ~
u Z~
~ z oZ
O0 ~
CITY OF RANCHO CUCAMONGA
STAFF REPORT
DATE:
July 2, 1997
TO:
Mayor and Members of the City Council
Jack Lam, AICP, City Manager
FROM:
William J. O'Neil, City Engineer
BY:
Karen McGuire-Emery, Associate Park Planner
SUBJECT:
APPROVAL TO APPROPRIATE $593,055 FOR FUND 28-4333-9315
(COMMUNITY DEVELOPMENT BLOCK GRANT) AND APPROVAL TO
APPROPRIATE $29,350 FOR FUND 28-4333-9620 (COMMUNITY
DEVELOPMENT BLOCK GRANT) AND APPROVAL TO APPROPRIATE
$328,500 FOR FUND 21-4647-XXXX (BEAUTIFICATION) FOR THE LIONS
WEST COMMUNITY CENTER IMPROVEMENT PROJECT FOR FISCAL
YEAR 1997-98. AND APPROVAL TO AWARD A CONTRACT TO OLD
HICKORY CONSTRUCTION INC., IN THE AMOUNT OF $804,695, PLUS
A 10% CONTINGENCY, ( $29,350 TO BE FUNDED FROM FUND 28-4333-
9620, $548,504 TO BE FUNDED FROM FUND 28-4333-9315, AND THE
BALANCE FROM FUND 21-4647-XXXX), AND APPROVAL TO AWARD A
PROFESSIONAL SERVICES AGREEMENT WITH PETER PITASSI, AIA,
ARCHITECT FOR A FEE OF $22,300, PLUS A 10% CONTINGENCY FROM
FUND 21-4647-XXXX, AND AUTHORIZATION TO AWARD A CONTRACT
TO SIEBE ENVIRONMENTAL CONTROLS, FOR INSTALLATION OF
THE HVAC CONTROLS IN THE AMOUNT OF $30,741, TO BE FUNDED
FROM FUND 28-4333-9315.
RECOMMENDATION
It is recommended that the City Council approve the appropriation for the Community Development
Block Grant (CDBG) and Beautification funds to facilitate completion of the Lion's West
Community Center Improvement Project. It is also recommended that the City Council authorize
the award of a contract to Old Hickory Construction Inc., in the amount of $804,695, plus a 10%
contingency, and approve a Professional Services Agreement with Peter Pitassi, AIA, Architect, for
a fee of $22,300, plus a 10% contingency, for construction administrati6n services. In addition, it
is recommended that the City Council authorize the award of a contract for installation of HVAC
controls to Siebe Environmental Controls, in the amount of $30,741.
CITY COUNCIL STAFF REPORT
LIONS WEST AWARD
July 2, 1997
Page 2
BACKGROUND
On September 20, 1995, the City Council awarded a contract to Peter Pitassi, AIA, Architect, for the
Lions Community Center Renovation Project, which included architecturally transforming the newly
acquired 11,160 sq. tL "Old County Library" building into a community center, as well as renovating
the existing 8,420 sq. t~. Lions Community Center building to provide accessibility. The schedule
for completing the improvements at both facilities included renovating the old library ("Lions
East") first, and then shifting all programs from the Lions West facility into Lions East while Lions
West was under construction. Ultimately, the Lions Community Center Complex will provide for
youth programs at the Lions East facility, while Lions West will offer programs for adults.
In September 1996, Council approved the award of the Lions East Community Center Improvement
Project. Renovations at this facility are scheduled to be completed by mid July. On May 7, 1997,
Council authorized the advertising of the Lions West Community Center Improvement Project, and
on June 17, bids were received. The Architect's estimate for the project was $928,866, including
the parking lot and landscape improvements. The low bid for the project, provided by Old Hickory
Construction Inc., was $804,695. Staff anticipates the project to begin construction in late July
with completion by mid December of 1997, barring any unforseen delays.
The 1997-98 Fiscal Year Budget is proposed to be adopted this year in September, instead of July,
due to the Proposition 218 election. As of July 1,'1997, the City will be operating under the
temporary 97-98 budget which, by design, does not include any Capital Projects. Therefore, it is
necessary to appropriate the funds noted above at the present time to keep the project on schedule.
Respect s~
William J. O'Neil
City Engineer
WJO:KME:dlw
//
CITY OF RANCHO CUCAMONGA
STAFF REPORT
DATE:
TO:
FROM:
BY:
SUBJECT:
July 2, 1997
Mayor and Members of the City Council
Jack Lam, AICP, City Manager
Brad Buller, City Planner
Nancy Fong, AICP, Senior Planner
APPROVAL TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH LSA ASSOCIATES. INC.. NOT TO EXCEED $103.000, FOR THE
PREPARATION OF AN ENVIRONMENTAL IMPACT REPORT FOR
GENERAL PLAN AMENDMENTS 96-03B AND 97-01 AND VICTORIA
COMMUNITY PLAN AMENDMENTS 96-01 AND 97-01. TO BE FUNDED
FROM DEVELOPER DEPOSIT THROUGH ACCOUNT NO. 01-4333-0635.
RECOMMENDATION
Staff recommends the City Council, through minute action, authorize the Mayor to execute
the Professional Services Agreement awarding the contract to LSA Associates, Inc.
BACKGROUND/ANALYSIS
The applicant, Southern California Edison Company, submitted two General Plan and two
Victoria Community Plan Amendment Applications for their land area that was set aside
as a utility corridor in July 1996 and February 1997. The project site is lineal in shape with
a width of 330 feet and a length of 10,756 feet and contains multiple parcels. The total
area for the site is 84.15 acres. It is located 1,200 feet east of Day Creek Channel and
extends from the 1-15 Freeway north to Highland Avenue, as shown in F!gure "A." The
applicant proposes to change the current land use designation of Utility .Corridor to the
surrounding land use designations of commercial and residential zones that are contiguous
to the site. There is no development proposal for the site at this time. On August 8,
1996, and February 25, 1997, staff determined that the proposed land use changes have
several significant impacts which would require a focused Environmental Impact Report
(EIR). After the initial notifications, the applications became inactive. On March 17,
1997, staff was contacted by a new project manager from the Edison Company, Bob
Schuur. He informed staff that there had been major personnel changes at Edison which
resulted in the inactivity; however, they are now ready to pursue the applications. The
applicant agreed with staff's determination that a focused EIR is necessary and submitted
a $5,000 good-faith deposit to the City to initiate the selection process for an environmental
consultant.
CITY COUNCIL STAFF REPORT
PROFESSIONAL SERVICES AGREEMENT- LSA ASSOCIATES, INC.
July 2, 1997
Page 2
Staff began the selection process by distributing a Request for Qualifications (RFQ) to
several environmental consulting firms in Southern California, from which a list of the three
most qualified was established. Based on a review of their proposals for Scope of
Services/Work with cost estimates and an interview with the representatives of the three
highly qualified firms on June 9, 1997, staff determined that LSA Associates, Inc. best
matches the City's needs for the project. The contract is for $103,000 with the remainder
of the requested amount as a 5 percent contingency.
City Planner
BB:NF:taa
Attachments: Exhibit "A" - Project Site
i i
MID~O~E LUGC) M~K,'~-L~rv'~ L~z'
,,kM~N~MENTS '... C~NERAL PtAN & V~CTOi~A ¢~..~UNn'Y
(GPA / SPEgF1C PLAN AM. EMENDMENT MAP)
i ;
FOOTHILL
--
L'~ 8A..~.L I ~ ROAO
PROPOSED LAND USE:
VICTORIA
PL ANNI~O C01~JN [ TY ACJRE S
HII~ I~NSl T¥ (H) 4.8
(24-~} ~/AC)
I~OlU~-HIGH (~1) 8.6
( 14-24 ou/xc)
~DILkl (u) : 7.4
REGICt~L RELATED (RR)
OFFICE / ~RClAL 27.7
TOTAL 48.5
PROPO..~.D GENERAL PLAN
LAND US~ DESIC~NATIONS:
CO~RClAL ':.~ 35.4
Him CENS I TY
(24-~ ~/AC) iSS] ~ 5. ~
TOTAL. 48. s AC
APN 227-161-33, 22g-021-55
L=nd G~e Designation
FIGURE 'AI'
I
j l ~:--~.o~ s'~.--.[ :-,
J
I
,
: ~ 2.~." ~--" -2 <
'.) ..'..:: ..'.: .:.-...'. t':' ~"1
~"~ ..".:y:.;:'.9':.:!:'::
~ ::::::::::::::::::::::::::::: /
. .:.. -.'. '. c. ?.'...'..'.,,'9: ;o
i:i::i:.:,'.'..':ii!i~!¢!::i:i:::i::i::~ii:.'j~- .
...
.¢:::.'p( p(
J'..?'. ....
'.6?:'"'
'/
/ /
//A AP~227-151-55. 229-021-56
/.// .
/ ?z~t ]ein Illliea Fr:s~ k ~scc.
.- / /
/
/,-/
MilDIDLE LUGC) MIKA-LU~4,A AUK
AMENDMENTS TO GENERAL PLAN & VICTORIA COMMUNITY PLAN
HI(;HLA~O
Ag.t.'.CO'~D R. R .--~
R [ G'~q'-C¢- ~AY
I!
//~oeows
S ~ L V~8~RR~
SUG~~
S I TE PLAN
APN: 227-351-65. 227-393-01 .02
227-401-78. 227-091-41
AREA: 35.65 ACRES
LEGEND
-- -- SiTE BOUNOARY
· · NORTHERN LIMITS
OF THE VICTOR[A
C0~UNIT¥ PLAN
GENERAL. PLAN L~No USE (PROPOSED)
(2-4 OU/AC)
(4-8 DU/AC)
~ I~EDIUM DENSITY
(8-~4 DU/AC)
UTILITY CC~RIO(3~ A,..~A ,~L50
C{3',,I~SI{)~RATIC:~I FOi~ A (~DA/(DDA
F~KDM 8AS~.LINE RO,q) ~(ZITH TO 1-15.
LAND USE DESIGNATIONS PER VICTOR[A
PLANNED C0~AJNITY (PROPOSED)
LOW DENSITY
(2-40U/AC)
L0w-uEDIU~ 0ENSITY
(4-8 DU/AC)
~{DIUM DENSITY
(8-~4 0U/AC)
FIGURE 'A2'
~ Raberl D~in ~illic.'~ Frost L' Ass¢c. /~
CITY OF RANCHO CUCAMONGA
STAFF REPORT
DATE:
TO:
FROM:
BY:
SUBJECT:
July 2, 1997
Mayor and Members of the City Council
Jack Lam, AICP, City Manager
William J. O'Neil, City Engineer
Mike Olivier, Senior Civil Engineer
APPROVAL AND EXECUTION OF STATE MASTER AGREEMENT NO. 08-5420 FOR
FEDERAL AID PROJECTS BETWEEN THE STATE OF CALIFORNIA, DEPARTMENT
OF TRANSPORTATION, AND THE CITY OF RANCHO CUCAMONGA
RECOMMENDATION
It is recommended that the City Council approve and execute the attached Reiolution that authorizes the
execution of the subject master agreement for Federal Aid projects.
BACKGROUND/ANALYSIS
Attached herewith are the duplicate original copies of the above subject master agreement between the City
and the State of California, Department of Transportation.
In 1979 the City and the State of California, Department of Transportation, entered into an agreement that
covered the general requirements of all Federal Aid projects. As projects qualified for Federal funding,
supplemental agreements specific to the eligible project were executed with the master agreement covering
the general requirements such as project administration, right-of-way, maintenance, retention of records and
fiscal provisions.
The subject master agreement is basically the same as the one executed in 1979 except that it has been
modified to reflect the new provisions of the Intermodal Surface Transportation Efficiency Act (ISTEA).
The State has requested that all local agencies enter into this master agreement with them so that ifa local
project is successful in obtaining federal funds only the supplemental agreement would need to be executed.
·
.
Respectfully submitted,
City Engineer
Attachments
WJO:MO:sd
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, AUTHORIZING THE
EXECUTION AND SIGNING OF STATE MASTER
AGREEMENT NO. 08-5420 FOR FEDERAL AID PROJECTS
BETWEEN THE STATE OF CALIFORNIA, DEPARTMENT OF
TRANSPORTATION, AND THE CITY OF RANCHO
CUCAMONGA
WHEREAS, the State of California, Department of Transportation, desires that Local
Agencies and themselves replace the existing master agreement for Federal Aid projects, dated
December 5, 1979, with an agreement that has been modified to reflect the new provisions of the
Intermodal Surface Transportation Efficiency Act (ISTEA).
WHEREAS, the City Council of the City of Rancho Cucamonga (hereinafter referred to as
"Local Agency"), has for its consideration and execution a master agreement covering the general
requirements of all federal aid projects reflecting the new provisions at ISTEA.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, does hereby resolve to:
Authorize the Execution of State Master Agreement No. 08-5420 for Federal Aid
projects between the State of California, Department of Transportation, and the City
of Rancho Cucamonga.
.
To authorize the Mayor to sign said Agreement and direct the City Clerk to attach a
certified copy of this Resolution and for the return of the original copies of said
Agreement to the State of California, Department of Transportation, along with the
certified copy of this Resolution.
/'7
ORDINANCE NO. 580
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, APPROVING ETIWANDA
SPECIFIC PLAN AMENDMENT 97-01, TO MODIFY THE
PROPOSED WARDMAN BULLOCK ROAD/YOUNGS CANYON
ROAD, BY ELIMINATING THE LANDSCAPED MEDIAN AND
REDUCING THE PAVEMENT WIDTH AND ELIMINATING THE
EQUESTRIAN TRAIL ACROSS THE SAN SEVAINE BASIN AND
MAKING FINDINGS IN SUPPORT THEREOF.
A. RECITALS.
1. The City of Rancho Cucamonga has filed an application for the amendment
described in the title of this Ordinance. Hereinafter in this Ordinance, the
subject Etiwanda Specific Plan Amendment is referred to as "the application."
2. On the 14th day of May 1997, the Planning Commission of the City of
Rancho Cucamonga conducted a duly noticed public headng on the application
and recommended to the City Council approval of Etiwanda Specific Plan
Amendment No. 97-01.
3. On the 18th day of June 1997, the City Council of the City of Rancho
Cucamonga conducted a duly noticed public headng and concluded said
hearing on that date.
4. All legal prerequisites pdor to the adoption of this Ordinance have occurred.
B. ORDINANCE.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA DOES HEREBY DETERMINE AND ORDAIN AS FOLLOWS:
1. The Council hereby specifically finds that all of the facts set forth in the
Recitals, Part A, of this Ordinance are true and correct.
2. Based upon the substantial evidence presented to the Planning Commission
dudng the above-referenced public headng on May 14, 1997, and to this Council
dudng the above-referenced public headng on June 18, 1997, including written
and oral staff reports, together with public testimony, this Commission hereby
specifically finds as follows:
a.
The application applies to a stdp of land, of varying widths,
extending southerly from Wilson Avenue and curving southeasterly
to Cherry Avenue, planned to be Wardman Bullock Road/Youngs
Canyon Road and is presently vacant undeveloped land.
Ordinance 580
Page 2
bo
The proposed modification is a minor alteration to a planned
road and is categorically exempt per section 15305, class 5
Minor Alterations in Land Use Limitations of the California
Environmental Quality Act.
3. Based upon the substantial evidence presented to this Council dudng the
above-referenced public headng and upon the specific findings of facts set forth
in paragraphs I and 2 above, this Council hereby finds and concludes as
follows:
a.
The proposed modification is a minor alteration to a planned road
and is categorically exempt per section 15305, class 5 Minor
Alterations in Land Use Limitations of the California Environmental
Quality Act.
b.
The segment of community trail crossing the San Sevaine Basin
does not conform with the policies and objectives of the City's trail
system.
c. The proposed amendment is in conformance with the General Plan.
4. The City Council hereby finds that the project has been prepared and
reviewed in compliance with the California Environmental Quality Act of 1970,
as amended and the Guidelines promulgated thereunder, and further specifically
finds that based upon substantial evidence, it can be seen with certainty there
is no possibility the proposed amendment will have an effect on the environment
and therefore, the proposed amendment is categorically exempt pursuant to
State CERA Guidelines, Section 15305.
5. Based upon the findings and conclusions set forth in paragraphs 1, 2, 3, and
4 above, the City Council hereby approves Etiwanda Specific Plan Amendment
97-01 to amend the Street System, Figure 5-6, the Community Trails, Figure 5-
18, Proposed Wardman Bullock/Youngs Canyon Road Section, Figure 5-34
and Proposed Youngs Canyon Road Section, Figure 5-34^, as shown on
exhibits I through 4 attached hereto.
6. The City Clerk shall certify to the adoption of this Ordinance.
7. The Mayor shall sign this Ordinance and the City Clerk shall cause the same
to be published within fifteen (15) days after its passage at least once in the
Inland Valley Daily Bulletin, a newspaper of general circulation published in the
City of Ontado, California, and circulated in the City Rancho Cucamonga,
California.
Ordinance 580
Page 3
WARDMAN BULLOCK ROAD
YOUNGSCANYON ROAD
i
~m
WILSON AVENUE ~:::~5'32
~ 5-35A ~:~,5-35,_ ---
ITEM: ESPA 97-01
TITLE:. EXHIBIT 1
_.
Freeway Access
I!11111111111
Ililtllllll#
Major Arterial
Secondary Arterial
Special Design
Collector
Local Streets
[ Fcx)thlll blvd. S.P.
~tltle
Figure Number Location
STREET SYSTEM
figure~
5-6
~ Ordinance 580
:' : Page 4
r
Equestrian
Trails
~! Foothill Boulevard
r-- Specific Plan
................ Bike
(On
Lane* or Bike Route* ·
Pavement Shoulder)
,,,..,,..,,,. Bike Path (In Parkway)
· Consult Trail Implementation Plan
,~title figurel
ITEM:
TT"T~T 1~. I~'~Z'T-TTI:!T'T' 9
. I
!"! li ;I li COMMUNITY
~', ~I, TRAILS
ESPA 97-01 REVISED 9/7188
~;VIRED 411/92
Ordinance 580
Page 5
N/E
Large
Columnar
Tree Type A
Large
Columnar
Tree Type A
Equestrian
Trail
/
/ 20'
102' ROW ,,,
WARDMAN BULLOCK ROAD /YOUNGS CANYON ROAD
Between Wilson and San Sevaine Basins
FIG. 5-34
S/W
ITEM: ESPA 97-01
TITLE: EXHIBIT 3
Ordinance 580
Page 6
Large
Columnar
Tree Type
Large.
/,Columnar
Tree Type A
N
~, 5'. '3 54'
/ 71'
YOUNGS CANYON ROAD
Between San Sevaine Basins and Cherry Avenue
FIG 5-34A
iTEM: ESPA 97-01
't't't'LE: EXHIBIT 4
CITY OF RANCHO CUCAMONGA
STAFF REPORT
DATE: July 2, 1997
TO:
FROM:
SUBJECT:
Mayor and Members of the City Council
Jack Lain, AICP, City Manager
Jerry B. Fulwood, Deputy City Manager
Ordinance and Agreement to Provide Authorization to Recover Criminal Justice
Administrative Fees (Booking Fees) From Convicted Arrestees
RECOMMENDATION: That the City Council:
.
Introduce Ordinance of the City of Rancho Cucamonga establishing a cost
recovery system for booking fee collections.
2. Designate the City Manager as the contact per paragraph 36 of the Agreement.
.
Authorize the Mayor to sign the agreement for a pilot program for the collection
of booking fees with G. C. Services.
FISCAL IMPACT:
There are no costs to the City for the implementation of this program. The
cost of the collection program will be paid out of the fee/commission
process. There is the potential for the reimbursement to the general fund
for costs charged by the County for the booking of persons arrested. Since
this is a pilot program, it is difficult to project the amount of funds that
would be collected. However, it is currently estimated that the City would
receive'approximately $18,828 per year through the collections process.
BACKGROUND:
History of Booking Fees in San Bernardino CounF:
The cities in San Bernardino County were involved in a protracted lawsuit with San Bernardino
County regarding the payment of Booking Fees. In July of 1990, Senate Bill 2557 was signed by
Staff Report- Jerry Fulwood
July 2, 1997
Page 2
the Governor. Senate Bill 2557 was codified as California Government Code Section 29550, and
became effective January 1, 1991. Because of Government Code Section 29550, counties were
authorized to retroactively charge cities and other entities for expenses incurred after July 1,
1990, in connection with the booking or other processing of persons arrested by employees of the
cities and other entities. Government Code Section 29550 requests that the amount of the fee not.
exceed the actual administrative costs, including applicable overhead costs as permitted by'
Federal Circular A-87 standards, incurred in booking or otherwise processing those arrested
persons.
Based on Section 29550, in January of 1991, the County adopted Ordinance No. 3428 (County
Code Section 16.027A) authorizing the County to charge each city a criminal justice
administrative fee, retroactive to July 1, 1990, in the amount of $122.90 for each designated
booking performed by the County in connection with arrests made within the jurisdictional
boundaries of the respective city.
In February of 1991, the County began charging each city a criminal justice administrative fee
pursuant to the provisions of Ordinance No. 3428. If the fees were not paid by the city, the
County began withholding certain funds for payment (i.e., property taxes).
In March of 1991, the cities filed suit against the County challenging the validity of Ordinance
No. 3428.
In May of 1991, the San Bernardino Superior Court issued a temporary restraining order, and on
May 28, 1991, issued a preliminary injunction, prohibiting the County from unilaterally
withholding any criminal justice administrative fees which had been disputed by the cities under
Government Code Section 907 from certain funds which were due and owing to the cities.
In October of 1991, the Lawsuit was added onto Judicial Counsel Coordination Proceeding No.
2584 wherein several cities in the State challenged the legality of Government Code Section
29550 and actions taken by their respective counties in connection therewith.
In September of 1992, the court in the Coordinated Proceeding that had previously upheld the
validity and constitutionality of criminal justice administrative fees entered an order providing
that the Contract Cities of San Bernardino County were exempt from payment of any such fee
under the language of their contracts with the County for law enforcement services.
Subsequently, the County threatened to discontinue providing law enforcement service to the
Contract Cities if the language of the contracts was not changed to permit the County to collect
both the contract amount and the criminal justice administrative fee from the Contract Cities.
Staff Report- Jerry Fulwood
July 2, 1997
Page 3
As a result, in April of 1994, the County and the City of Rancho Cucamonga entered into a
Settlement Agreement for the purpose of resolving many of the issues addressed in the initial
lawsuit. Several other issues concerning the proper amount of the criminal justice administrative
fee remained unresolved by the Settlemere Agreement.
Pursuant to the terms of the Settlement, the Contract Cities executed the Amended Law
Enforcement Service Contract with the County which allowed the County to charge the Contract
Cities Booking Fees not withstanding the court's ruling in the Coordinated Proceeding to the
contrary. In August of 1994, the court in the Coordinated Proceeding entered an Order setting
forth the time flame during which the booking process takes place, and identifying those
activities occurring within said parameters which may be included as costs in the calculation of
the criminal justice administrative fee, and those activities that must be excluded from the fee.
In January of 1995, the County adopted Ordinance No. 3594, to be effective on February 9,
1995. Among other provisions, Ordinance No. 3594 increased the amount of the criminal justice
administrative fee from $122.90 to $168.20.
On February 9, 1995, the Cities filed suit against the County in Superior Court challenging the
validity of Ordinance No. 3594.
In August of 1995, an agreemere was entered into by the Cities and the County for the purpose of
resolving many of the issues addressed in the initial lawsuit, the cross-complaint, and the new
lawsuit without further litigation.
The Contract Cities and the County negotiated a settlemere as follows:
.
For bookings occurring between July 1, 1990 and December 31, 1993 -
The Contract Cities will pay a criminal justice administrative fee in the amount of
$61.45 (50%) for each booking.
.
For bookings occurring from January 1, 1994 through February 9, 1995 -
The Contract Cities will pay a criminal justice administrative fee in the amount of
$122.90.
.
.
For bookings occurring from February 10, 1995 through February 10, 1996 -
The Contract Cities will pay a criminal justice administrative fee in the amount of
$152.00.
For bookings occurring from February 11, 1996 through February 1 O, 2001 -
The Contract Cities will pay a criminal justice administrative fee in the amount of
$152.00, plus inflation as calculated in the Consumer Price Index for All Urban
Consumers for the Los Angeles/Anaheim/Riverside area.
Staff Report- Jerry Fulwood
July 2, 1997
Page 4
.
For bookings occurring from February 10, 2001 -
The Contract Cities will pay a criminal justice administrative fee in the amount of
the actual cost incurred by the County for performing the activities properly
includable under State Law.
Current Charge Per Booking:
The current criminal justice administrative fee charged by the County is $156.90 due to the
inflation factor as calculated in the CPI for All Urban Consumers for the Los Angeles/Anaheim/
Riverside area.
Let?al Authority to Collect Booking Fees:
Pursuant to Section 29550 of the Government Code, cities are entitled to recover any criminal
justice administration fee imposed by a county from the arrested person if the person is convicted
of any criminal offense related to the arrest.
Cost Recove~ System Progosal:
The Cost Recovery System for Booking Fee Collections has been in the process for more than
one and one-half years. The cities and the County were approached by O. C. Services to provide
the collection services for all local governments in the county. The idea was supported by the
City Managers and was reviewed and approved at the Mayor/City Manager Conference in 1995.
It was also determined at this time that it made sense that G. C. Services be allowed to act as a
sole source provider during the pilot program process. G. C. Services has a proven track record
in the County and is already established in the San Bernardino County Court system.
Draft agreements were reviewed by both the Law Offices of Bnmiek, Alvarez and Battersby and
G. C. Services' attorneys. The agreement that is being presented is the culmination of many
hours of drafting and re~g.
The term of the agreement is thirty-six (36) months. After expiration, the agreement may be
extended under the same terms and conditions for two (2) additional periods of time, not to
exceed twelve months each. The City also reserves the fight to reevaluate or recall any account
that was assigned to G. C. Services.
G. C. Services will collect the full booking fee and an administrative fee of 61% to 78%,
depending on the percentage of recovery. Compensation of G. C. Services will be accomplished
strictly through the commission process. The formula is explained as follows:
Staff Report- Jerry Fulwood
July 2, 1997
Page 5
The first step in calculating the overall recovery rate for determining adjustments to the
contingency fee rate is to compute the weight thateach month of the review period will
be given. This is accomplished by using a variation of the "Sum of the Years"
depreciation method called the "Sum of the Months" method. This method provides
greater weight to those accounts that have been in collections the longest, with lesser
weights being assigned to accounts that have been in collections a lesser period of time.
This weight is then converted to a percentage, the sum of the months percentage.
The second step is determining the overall recovery rate. The overall recovery rate is
calculated by gathering the collection percentages for each month in the review period.
Then each month's collections percentage is multiplied by the sum of the months
percentage for that month, resulting in the weighted monthly recovery rate. Finally, the
weighted monthly recovery rates for each month in the review period are summed
together. The result is the overall recovery rate.
It should be noted that if the collection process does not start, i.e., the convict pays the booking
fee immediately, the entire amount will be forwarded to the City and no additional fees will be
charged by G. C. Services. The only time that the City will not collect the full amount of the
booking fee is if the Court does not order payment and we settle for a lessor amount or if the
account is not recoverable.
Exhibit "1" is a flow chart detailing the overall process.
What Amount Can The Cil:y Expect To Recover?:
The City of Rancho Cucamonga averages approximately 200 prisoners booked per month.
Assuming that all of these are billable bookings and with an 86% conviction rate, the City would
have 172 potential accounts. G. C. Services estimates a recovery rate of approximately 6% (10
accounts). Therefore, it is estimated that the City would receive $569.00 per month or
$18,828.00 per year through this process.
Remaining Issues:
As discussed earlier, if the Court does not order payment of the booking fee, the City may have
to settle for a lessor amount. There are two solutions to this problem. One solution is to meet
with the judges in San Bernardino County and request that they order all convicted individuals to
pay their booking fees. The other solution is currently being discussed by the State Legislature.
Staff Report- Jerry Fulwood
July 2, 1997
Page 6
Assemblyman Joe Baca has introduced AB 211 which would require judges to order the paymere
of the booking fee by the convicted person, and requires that the "... execution shall be issued
on the order in the same manner as a judgment in a civil action .... "This language would
amend Section 29550.1 of the California Government Code which currently states that "...
execution may be issued on the order in the same manner as a judgemere in a civil action .... "
Respectfully submitted,
Jerry B. Fulwood
Deputy City Manager
Booking Fee Recovery Overview
Exhibit '1 '
Day Zero
Defendant is convic?ed
Booking fee only is collected and
forwarded to the Local
Government Unit.
Days 1-20
Convict is notified of,
booking fee obligation
Days 21- +
Collection activity
continued for full
booking fee and
collection costs
Unreceivable account,
Accounts are returned
to Local Governmental
Unit or origination
Booking fee and collection costs are
collected. Distribution of booking fee
is remitted to the Local Governmental
Unit net of collection costs.
Discount - 0%
Total Collected $475
Booking fee $152.50
Collection fee $322.50
Amounts for demonstration purposes
only
LOCAL GOVERNMENT UNIT OPTION:
Discounted booking fee and
collection costs are collected.
Pro-rate distribution of booking fees
is remitted to the Local Govemment
Unit not of pro-rate collection costs.
Discount - 58%
Total Collected $200
Booking fee (pro-rate) $84
Collection fee (pro-rate) $136
Amounts for demonstration purposes
only
ORDINANCE NO. _5' ~'/
AN ORDINANCE OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA,
ESTABLISHING A COST RECOVERY SYSTEM
FOR BOOKING FEE COLLECTIONS
A. RECITAI,S
(i) WHEREAS, Government Code Section 29550.1, et. Seq. allows cities to recover the
costs charged by the counties for the booking or other processing of persons arrested and other costs
incurred in connection therewith.
(ii) WHEREAS, the City Council wishes to recover said costs charged by the County of
San Bernardino for the booking or other processing of persons arrested and other costs incurred in
connection therewith.
(iii) WHEREAS, the City Council finds that the amount of the charges hereby adopted do
not exceed the reasonably anticipated costs charged by the County for the booking or other
processing of persons arrested and other costs incurred in connection therewith, and therefore the
fee imposed hereby is not a "special tax" pursuant to Government Code Section 50076 and the
actions taken herein are exempt from the additional notice and public meeting requirements of the
Brown Act pursuant to Government Code Section 54954.6 (a) (1) (A) and (B).
B. ORDINANCE
NOW, THEREFORE, the City Council for the City of Rancho Cucamonga does hereby
ordain as follows:
SECTION !. The Rancho Cucamonga Municipal Code is hereby amended by adding
CHAPTER COST RECOVERY SYSTEM FOR BOOKING FEE COLLECTIONS, as
follows:
A. "City" means the City of Rancho Cucamonga
B. "County" means the County of San Bernardino
Section I
The City Manager is hereby authorized to enter into an agreement with an outside agency
to provide for the recovery of City's costs and the charges imposed by the County for criminal
justice administrative fees.
Section 2
Fees collected shall be limited to those provided under Government Code Section 29550.1,
et. Seq. The actual cost of recovery over and above the criminal justice administrative fees shall be
charged to the person convicted if applicable.
Section 3
If any section, subsection, part, clause, sentence, or phrase of this Chapter or the application
thereof is for any mason held to be invalid or unconstitutional by the decision of any court of
competent jurisdiction, the validity of the remaining portions of this Chapter, the application thereof,
and the fees imposed, shall not be affected thereby but shall remain in full force and effect, it being
the intention of the City Council to adopt each and every section, subsection, part, clause, sentence,
or phrase regardless of whether any other section, subsection, part, clause, sentence, or phrase, or
the application thereof, is held to be invalid or unconstitutional.
Section 4
This ordinance shall become effective 30 days after its adoption.
CITY OF RANCHO CUCAMONGA
STAFF REPORT
DATE: July 2, 1997
TO:
FROM:
BY:
SUBJECT:
Mayor and Members of the City Council
Jack Lam, AICP, City Manager
William J. O'Neil, City Engineer
Mike Olivier, Senior Engineer
ASSESSMENT DISTRICT 93-01; MASI DEVELOPMENT; BOND ISSUANCE
RECOMMENDATION
It is recommended that the City Council approve the attached Resolution a. pproving the issuance of
Bonds and related Documents, including the Bond Indenture, Preliminary Official Statement, Bond
Purchase Agreement and the continuing disclosure agreements.
BACKGROUND/ANALYSIS
On February 19, 1997 the City Council approved a Resolution, passing on the "Report of the
Engineer", establishing guideline for "heatings" and "ballot procedures" which comply with the
most recent interpretation of Proposition 218 in regards to assessment districts. Those guidelines and
ballot procedures have been complied with and met. All public hearings have been held and the
formation of special Assessment District 93-01 in accordance with the Municipal Improvement Act
of 1913 and the regulations established under Proposition 218 regarding special Assessments have
been completed.
Respectfully submitted,
W i <i ' j.O~
City Engineer
Attachments
WJO:JM:dlw
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, AUTHORIZING
ISSUANCE OF BONDS, APPROVING FORM OF BOND
INDENTURE, BOND PURCHASE AGREEMENT,
PRELIMINARY OFFICIAL STATEMENT, AND DISCLOSURE
AGREEMENTS FOR ASSESSMENT DISTRICT NO. 93-1 (MASI
PLAZA)
WHEREAS, the City Council of the City of Rancho Cucamonga, California, is conducting
proceedings for the acquisition of certain public improvements in a special assessment district
pursuant to the terms and provisions of the "Municipal Improvement Act of 1913," being Division
12 of the Streets and Highways Code of the State of Califomia, said special assessment district
known and designated as Assessment District No. 93-1 (Masi Plaza) hereinafter referred to as the
"Assessment District," and
WHEREAS, this legislative body has previously declared in its Resolution of Intention to
issue bonds to finance the acquisition of said improvements, said bonds to issue pursuant to the
terms and provisions of the "Improvement Bond Act of 1915," being Division 10 of said Code; and
WHEREAS, at this time this legislative body is desirous to set forth the general terms and
conditions relating to the authorization of the issuance and sale and subsequent administration of said
bonds; and
WHEREAS, there has been presented for consideration by this legislative body the form of
the following document:
mo
Bond indenture by and between the City and First Trust of California., as fiscal agent,
setting forth the terms and conditions relating to the issuance and administration of
the bonds (the "Bond Indenture");
g.
Bond purchase agreement authorizing the sale of to Stone & Youngberg LLC, the
designated underwriter (the "Bond Purchase Agreement");
C.
Preliminary Official Statement containing original disclosure information pertaining
to the Assessment District and the bonds, including terms and conditions thereof (the
"Preliminary Official Statement");
D.
Continuing disclosure agreement by and between the City and First Trust of
California, as dissemination agent, and developer disclosure agreement by and
between Masi Commerce Center Partners and First Trust of California, as
dissemination agent (collectively, the "Disclosure Agreements"); and
RESOLUTION NO.
July 2, 1997
Page 2
WHEREAS, this legislative body hereby further determines that the unpaid assessments shall
be specifically in the amount as shown and set forth in the Certificate of Paid and Unpaid
Assessments as certified by and on file with the Treasurer, and for particulars as to the amount of
said unpaid assessments, said Certificate and list shall control and govern.
NOW, THEREFORE, the City Council of the City of Rancho Cucamonga does hereby
resolve as follows:
SECTION 1: The above recitals are true and correct.
SECTION 2: This legislative body authorizes the issuance of limited obligation
improvement bonds in an aggregate principal amount not to exceed the aggregate principal amount
of the unpaid assessments pursuant to the terms and provisions of the "Improvement Bond Act of
1915," being Division 10 of the Streets and Highways Code of the State of California, and also
pursuant to the specific terms and conditions as set forth in the Bond Indenture presented herein.
SECTION 3: The Bond Indenture is approved substantially in the form presented herein.
The City Manager is hereby authorized and directed for and on behalf of the City to execute the
Bond indenture with such additions thereto or changes therein as may be approved by the City
Manager, subject to the review of the City Attorney and Bond Counsel, such approval by the City
Manager to be conclusively evidenced by the execution and delivery thereof. A copy of said Bond
Indenture shall be kept on file with the transcript of these proceedings and open for public
inspection.
SECTION 4: The Bond Purchase Agreement as submitted by Stone & Youngberg LLC, the
designated underwriter, is hereby approved substantially in the form presented herein. The City
Manager is hereby authorized and directed for and on behalf of the City to evidence the City's
acceptance of the terms and provisions of the Bond Purchase Agreement in the form presented to
the City Council at this meeting, with such changes therein as are approved by the City Manager,
subject to the review and approval of the City Attorney, Bond Council and Disclosure Counsel, such
approval by the City Manager to be conclusively evidenced by the execution and delivery thereof;
provided, however, the City Manager shall execute the Bond Purchase Agreement only if the
aggregate principal amount of the bonds is equal to the unpaid assessments within the Assessment
District, the underwriter's discount does not exceed 2.25 percent (2.25%) and the interest rate on the
bonds shall not exceed 7.25 percent (7.25%) per annum.
SECTION 5: The form of the Preliminary Official Statement is hereby approved
substantially in the form presented herein. The underwriter is authorized to distribute copies of the
Preliminary Official Statement to persons who may be interested in the purchase of the bonds from
the underwriter acting in such capacity. Prior to the distribution of the Preliminary Official
Statement, the City Manager of the City is authorized, subject to the review of Disclosure Counsel,
RESOLUTION NO.
July 2, 1997
Page 3
to approve changes in the Preliminary Official Statement and to certify to the underwriter that the
Preliminary Official Statement is deemed final as of its date within the meaning of Rule 15c2-12 of
the Securities and Exchange Commission. The officers of the City and their authorized
representatives are, and each of them acting alone and with the concurrence of Disclosure Counsel
is, hereby authorized and directed for and in the name of the City, to prepare or cause the preparation
of a final official statement (the "Official Statement") and execute such Official Statement with such
revisions from the Preliminary Official Statement as are reasonable and customary to describe
accurately the bonds and matters contained in the Bond Purchase Agreement and the Bond
Indenture. Such approval shall be evidenced by the execution thereof. The underwriter is directed
to distribute the Official Statement to the purchasers of the bonds.
SECTION 6: The Continuing Disclosure Agreement indenture is approved substantially in
the form presented herein. The City Manager is hereby authorized and directed for and on behalf
of the City to execute the Continuing Disclosure Agreement with such additions thereto or changes
therein as may be approved by the City Manager, subject to the review of the City Attorney and
Disclosure Counsel, such approval by the City Manager to be conclusively evidenced by the
execution and delivery thereof.
The Developer Disclosure Agreement is approved substantially in the form presented herein.
The City Manager, subject to the review of Disclosure Counsel, is hereby authorized to consent to
such changes in the Developer Disclosure Agreement as are deemed appropriate.
SECTION 7: The Certificate of Paid and Unpaid Assessments, as certified by the Treasurer,
shall remain on file in that office and be open for public inspection for all particulars as it relates to
the amount of unpaid assessments to secure bonds for this Assessment District.
SECTION 8: This legislative body does further specifically covenant for the benefit of the
bondholders to commence and prosecute to completion foreclosure actions regarding delinquent
installments of the assessments in the manner, within the time limits and pursuant to the terms and
conditions as set forth in the Bond Indenture as submitted and approved through the adoption of the
Resolution.
SECTION 9: All actions heretofore taken by the officers and agents of the City with respect
to the sale and issuance of the bonds are hereby approved, confirmed and ratified, and the 'City
Manager and any and all other officers of the City are hereby authorized and directed, for and ion
the name and on behalf 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 the City Manager may deem necessary or advisable in order to consummate the lawful
issuance and delivery of the bonds in accordance with this Resolution.
Bill:
Please announce at the conclusion of the City Council
meeting that the Council will adjourn to Tuesday, July 8,
5:30 p.m. for a Central Park Task Force workshop.
Thanks,
Deb
cc: Jack Lam
CITY OF RANCHO CUCAMONGA
MEMORANDUM
DATE: July 2, 1997
TO: May~ and Members of the City Council,'
~Lam, AICP, City Manager
,~ ~ Larry Henderson, AICP, Principal Planner
SUBJECT: ISLES HOUSE STATUS
This memorandum is intended to update the City Council on the Isles House relocation efforts. City
staff has been in contact with Etiwanda Historical Society members, CALTRANS, and State Historic
Preservation Office Staff. The following actions have been taken:
,
Established a meeting day and time with EHS representative to begin reviewing potential
relocation sites within the Etiwanda Community.
.
Mr. Hotchkis of CALTRANS informed us as of Tuesday, July 1, 1997, the purchase offer
has not been responded to by the owners. Additional photo documentation is underway
at the site.
.
Mr. Clarence Caesar of the State Historic Preservation Office was contacted concerning
the content of the required marketing strategy. He indicated that SHPO does not review
the actual strategy, but will ultimately review the efforts that were made to assure a good
faith effort. Staff was then referred to Mr. Snider at the CALTRANS Administration office
for examples of successful marketing strategies. A message was left for Mr. Snider.
Staff is continuing to monitor and assess the situation and will report on a biweekly basis to the
Council. We will move to weekly memos once more activity begins to happen. Please feel free
to call Larry Henderson or myself if you have questions or comments.
BB:LJH:taa
Best Best & Krieger LLP
DRAFT
June 25, 1997
PRELIMINARY OFFICIAL STATEMENT DATED ,1997
NEW ISSUE - BOOK ENTRY ONLY NOT RATED
In the opinion of Brown, Diven& Hentschke, San Diego, California, Bond Counsel, subject, however, to certain qualifications described herein,
under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes, such interest is not an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although, for the purpose of computing
the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In
the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See "LEGAL MATTERS" herein.
$2,990,000*
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
(Masi Plaza)
LIMITED OBLIGATION IMPROVEMENT BONDS
Dated: Date of Delivery Due: September 2, as shown below
The Bonds are being issued by the City of Rancho Cucamonga, California (the "City") pursuant to the Improvement Bond Act of 1915 to finance
the acquisition of certain public improvements in the City's Assessment District No. 93-1 (Masi Plaza) (the "District"). All of the proceedings
of the City to form the District, to levy the assessments and to acquire the improvements described herein and being financed with proceeds of
the Bonds have been undertaken pursuant to the Municipal Improvement Act of 1913.
The Bonds are limited obligation improvement bonds of the City and will be issued as fully registered Bonds in the denominations of $5,000
or any integral multiple thereof, except for one Bond maturing in 1999. Interest is payable on March 2, 1998, and semiannually thereafter on
March 2 and September 2 each year. The Bonds will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository
Trust Company CDTC"), New York, New York. Purchases of beneficial interests in the Bonds will be made in book-entry only form.
Accordingly, principal of and premium, if any, and interest on the Bonds will be paid by First Trust of California, National Association, as Fiscal
Agent (the "Fiscal Agent"), directly to DTC as the registered owner thereof. Upon receipt of payments of principal and interest, DTC is to remit
such principal and interest to the DTC Participants (as defined herein) for subsequent disbursement to the beneficial owners of the Bonds.
Purchasers will not receive certificates representing Bonds purchased by them.
The Bonds are subject to redemption prior to maturi.tv as described herein.
Under the provisions of the Improvement Bond Act of 1915, installments of principal and interest sufficient to meet annual debt service on the
Bonds are to be included on the regular county property tax bills sent to owners of property against which there are unpaid assessments. These
annual assessment installments are to be paid into the Redemption Fund established and held by the Fiscal Agent and used to pay debt service on
the Bonds as it becomes due. See "SECURITY FOR THE BONDS."
Unpaid assessments constitute fixed liens on the lots and parcels assessed within the District and do not constitute personal indebtedness of the
respective owners of such lots and parcels. Thus, the value of the land within the District is a critical factor in determining the investment quality
of the Bonds. See "APPENDIX A - SUMMARY OF THE APPRAISAL REPORT" for a discussion of the value of the land within the District
and the assumptions underlying the appraisal.
To provide funds for the repayment of the Bonds and interest thereon in the event of any deficiency in the Redemption Fund resulting from
delinquencies in the payment of assessment installments, the City will establish a Reserve Fund from Bond proceeds in an amount equal to the lesser
of (i) maximum annual debt service on the Bonds or, (ii) 125 % of the average debt service on the Bonds, or (iii) 10 % of the original principal
amount thereof. The City has a duty to transfer the amount of any such deficiency from the Reserve Fund into the Redemption Fund. The Reserve
Fund will be restored upon the reinstatement, redemption or sale of the delinquent property. The City's obligation to advance funds to the
Redemption Fund in the event of a deficiency in the Redemption Fund shall not exceed the balance in the Reserve Fund.
The City has covenanted to initiate judicial foreclosure in the event of a delinquency in the payment of an assessment installment under certain
circumstances and to commence such procedure within 150 days of the delinquency. See "Security For The Bonds."
See "SPECIAL RISK FACTORS" herein for a discussion of the risk factors that should be considered in evaluating the investment
quality of the Bonds.
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF SAN BERNARDINO, THE STATE OF
CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE INFORMATION SET
FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING "SPECIAL RISK FACTORS", SHOULD BE
READ IN ITS ENTIRETY.
This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official
Statement to obtain information essential to the making of an informed investment decision.
RVPUB'O'R.R~21073
MATURITY SCHEDULE*
Maturity Principal Interest Price/ Maturity Principal
(Seotember 2) Amount Rate Yield (September 2) Amount
1998 2004
1999 2005
2000 2006
2001 2007
2002 2008
2003 2009
2004 2010
2005 2011
2012
Interest
Rate
Price/
Yield
% Term Bonds due September 2, 2022
The Bonds are offered when, as and if issued and accepted by the Underwriter subject to the approval, as to their legality, of Brown, Diven&
Hentschke, San Diego, California, Bond Counsel. Certain matters will be passed on for the City by Best Best & Krieger LLP, Riverside,
California, Disclosure Counsel. It is expected that the Bonds will be available for delivery through DTC in New York, New York, on or about July
15, 1997.
Stone & Youngberg LLC
, 1997
Preliminary, subject to change.
RVPUB'xJR.R'O. 1073
CITY OF RANCHO CUCAMONGA, CALIFORNIA
CITY COUNCIL
William J. Alexander, Mayor
Diane Williams, Mayor Pro Tem
Paul Biane, Councilperson
James Curatalo, Councilperson
Rex Gutierrez, Councilperson
CITY STAFF
Jack Lam, City Manager
Jerry Fulwood, Deputy City Manager
James L. Markman, City Attorney
James C. Frost, City Treasurer
Rick Gomez, Community Development Director
Lawrence I.Temple, Administrative Service Director
William J. O'Neil, City Engineer
SPECIAL SERVICES
Bond Counsel
Brown, Diven & Hentschke
San Diego, California
Disclosure Counsel
Best Best & Krieger LLP
Riverside, California
Assessment Engineer
GFB - Friedrich & Associates, Inc.
Riverside, California
Financial Advisor
Fieldman, Rolapp & Associates
Irvine, California
Fiscal Agent
First Trust of California, National Association
Los Angeles, California
Appraiser
Len Perdue & Associates
Riverside, California
RN~PUB'ffRR",21073
TABLE OF CONTENTS
INTRODUCTION .................................................................. 1
The City ....................................................................... 1
The District ..................................................................... 1
Sources of Payment for the Bonds ....................................................... 1
Property Value and Value to Lien ....................................................... 1
Bondowner's Risks ................................................................ 2
Continuing Disclosure .............................................................. 2
Other Information ................................................................. 2
THE IMPROVEMENT PROJECT AND THE FINANCING PROGRAM .............................. 2
Improvement Project ................................................................
Debt Service Schedule .............................................................. 5
Estimated Sources and Uses of Funds .................................................... 6
THE BONDS .................................................................... 5
General Provisions ................................................................ 5
Authority for Issuance .............................................................. 6
Investment of Bond Proceeds .......................................................... 7
Redemption ..................................................................... 7
SECURITY FOR THE BONDS ......................................................... 9
Assessments ..................................................................... 9
Covenant to Commence Foreclosure Proceedings ............................................. 9
Priority of Lien ................................................................... 9
Property Values ................................................................. 10
Reserve Fund ................................................................... 10
Sales of Tax-Defaulted Property Generally ................................................ 10
Delinquency Resulting in Ultimate or Temporary Loss on Bonds .................................. 11
Limited Obligations of the City Upon Delinquency ........................................... 12
THE IMPROVEMENT PROJECT AND METHOD OF SPREAD .................................. 13
Improvement Project .............................................................. 13
THE DISTRICT .................................................................. 14
General ....................................................................... 17
Method of Assessment Spread ..........................................................
Proposed Development in the District ................................................... 17
Property Values ................................................................. 18
Direct and Overlapping Debt ......................................................... 20
SPECIAL RISK FACTORS ........................................................... 21
Special Risks Associated with the Assessment Bonds secured by the District .............................
Risks Associated With Assessment Bonds Generally .......................................... 21
Risks Associated with Commercial Real Estate Investments and Proposed Development in the District .......... 27
LEGAL MATTERS ................................................................ 28
Tax Exemption .................................................................. 28
Absence of Litigation .............................................................. 29
29
Legal Opinion ..................................................................
MISCELLANEOUS ................................................................ 29
No Rating ..................................................................... 29
Underwriting ................................................................... 30
Additional Information ............................................................. 30
-ii-
RVPUB~RR'~21073
APPENDIX A -
APPENDIX B -
APPENDIX C -
APPENDIX D -
APPENDIX E -
APPENDIX F -
Summary Appraisal Report .............................................. A-1
Summary of the Indenture ............................................... B-1
General Information Regarding the City ..................................... C-1
Form of Opinion of Bond Counsel ......................................... D-1
Book-Entry System .................................................... E-1
Forms of Continuing Disclosure Certificates .................................... F-1
No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations
other than as contained herein and, if given or made, such other information or representations must not be relied upon as
having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person
to make such an offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this
Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are
intended solely as such and are not to be construed as representations of fact. The summaries and references to documents,
statutes and constitutional provisions referred to herein, and the description of the Bonds included in this Official Statement,
do not purport to be comprehensive or definitive, and are qualified in their entireties by reference to such documents, statutes
and constitutional provisions.
The information set forth herein has been obtained from sources which are believed to be reliable, but is not guaranteed as
to accuracy or completeness and is not to be construed as a representation by the City. The information and expressions of
opinions herein are subject to change without notice, and neither delivery of this Official Statement nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District
since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may
not be reproduced or used, in whole or in part, for any other purpose.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO
CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENTS AT PRICES LOWER THAN THE
PUBLIC OFFERING PRICES STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY
BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.
RVPUB~'RR~21073
...
-111-
[Page for Regional Map]
-iv-
RVPUB~-RR~21073
OFFICIAL STATEMENT
$2,990,000*
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
(Masi Plaza)
LIMITED OBLIGATION IMPROVEMENT BONDS
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and Appendices hereto (the
"Official Statement") is to provide certain information concerning the sale and issuance of the City of Rancho
Cucamonga Assessment District No. 93-1 (Masi Plaza) Limited Obligation Improvement Bonds in the principal
amount of $2,990,000* (the "Bonds").
This Introduction is not a summary of this O~cial Statement. It is only a brief description of and guide
to, and is qualified by, more complete and detailed information contained in the entire Official Statement,
including the cover page and appendices hereto, and the documents summarized or described herein. A full
review should be made of the entire Offcial Statement. The offering of the Bonds to potential investors is made
only by means of the entire Official Statement.
The City
The City of Rancho Cucamonga (the "City") is located in the County of San Bernardino, California.
The City was incorporated on November 30, 1977, and is a general law city of the State of California (the
"State"). The City has a current estimated population of 116,000. See Appendix C - General Information
Regarding the City herein.
The District
Assessment District No. 93-1 (Masi Plaza) (the "District") was created by the City pursuant to
proceedings taken under the Municipal Improvement Act of 1913 (the "Improvement Act"). Proceeds of the
Bonds will be used to acquire certain streets, curbs, gutters, sidewalks, street lighting, traffic signal, water, sewer,
storm drainage and certain public utility improvements if completed, constructed within the District and necessary
for the proposed development. See "THE BONDS - Purpose of Issue" herein.
The District, comprising approximately 23.64 acres, is situated along the south side of Foothill
Boulevard and the west side of Rochester Avenue in the City and consists of 27 finished lots subject to
assessment (the "Assessment Parcels"). The District encompasses the "Masi Plaza" commercial/retail
development. Construction of buildings has been completed on Assessment Parcels. These
improvements consist of a Mobil Service station and mini mart, Jack in the Box fast food restaurant, a
Goodyear Tire store, and Denny's Restaurant. An additional five buildings are under construction on
Assessment Parcels, comprising: two multi-tenant retail outlets, two multi-tenant automotive
repair shops; and a mini-lube garage. A sixth structure, a former winery, is being renovated for reuse as a
brew pub. Additional proposed development includes four multi-tenant retail buildings, three multi-tenant
automotive repair buildings, a garden center and five multi-tenant commercial buildings.
* Preliminary, subject to change.
-1-
RVPUB LIRR~210 7 3
Sources of Payment for the Bonds
The Bonds are limited obligation improvement bonds of the City. The Bonds are issued upon and are
secured by the unpaid assessments against the Assessment Parcels together with interest thereon. These unpaid
assessments together with interest thereon constitute a trust fund for the redemption and payment of the
principal of the Bonds and the interest thereon. The Bonds are also secured by the monies in the Redemption
Fund and the Reserve Fund created pursuant to the assessment proceedings. The City's obligation to advance
funds to pay debt service on the Bonds in the event assessment installment collections are insufficient is limited
to amounts on deposit from time to time in the Reserve Fund, and if so advanced will reduce the Reserve Fund
by the amount of the funds advanced. See "SECURITY FOR THE BONDS" herein.
Property Values and Value to Lien
An appraisal of the property within the District with a valuation date of May 2, 1997 (the "Appraisal")
has been prepared by Len Perdue & Associates of Riverside, California (the "Appraiser"). The Appraisal was
prepared to determine an "as is" retail value opinion of completed and occupied commercial buildings and a
bulk sale discounted value opinion of the unoccupied buildings and vacant commercial finished lots in the
District. According to the Appraisal, the estimated bulk sale discounted value of land and improvements in
the District is $14,293,000, which is approximately 4.78 times the aggregate unpaid assessment lien of
$2,990,748. Such "value to lien" represents an average for the Assessment Parcels comprising the District.
The value to lien of a portion of the Assessment Parcels is below that of the District-wide average. See
"APPENDIX A--Summary of the Appraisal Report", herein.
The table below summaries the range of property values to unpaid assessments as determined by the
Appraiser.
TABLE 1
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 97-1
Value To Lien Summary
Value to Lien Ratio
Assessment Lien (1)
Percent of Total Assessment
1.0:1 to 2.5:1
2.6.1 to 3.0:1
3.1:1 to 4.0:1
4.1:1 to 5.0:1
5.1;1 to 6.0:1
Over 6.1:1
Totals
Source:
(1) Figures may not add due to rounding
Bondowner's Risks
THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, OF THE STATE OF
CALIFORNIA OR OF ANY OTHER POLITICAL SUBDIVISION OF THE STATE AND NEITHER THE
CITY NOR THE STATE NOR ANY POLITICAL SUBDIVISION OF THE STATE HAS PLEDGED ITS
FULL FAITH AND CREDIT FOR THE PAYMENT THEREOF.
RVPUBXJI~R.\21073
-2-
As a result of these and other factors, the Bonds, as an investment, have speculative elemems. See
"SPECIAL RISK FACTORS" herein for a discussion of the risk factors that should be considered, in addition
to the other matters set forth herein, in determining the investment quality of the Bonds.
Continuing, Disclosure
The City and Masi Commerce Center Partners have each covenamed for the benefit of holders of the
Bonds to provide certain financial information and operating data relating to themselves and the District by
not later than February 1 in the case of the City, and February 1 in the case of Masi Commerce Center
Partners, in each year commencing for the City's 1997/98 fiscal year and Masi Commerce Center Partners'
year ending December 31, 1997 (the "City Annual Report" and, the "Masi Commerce Cemer Partners Annual
Report") and to provide notices of the occurrence of certain enumerated evems, if material. The City Annual
Report and the Masi Commerce Cemer Partners Annual Report will be filed by the City and the Masi
Commerce Center Parreefs, as applicable, with each Nationally Recognized Municipal Securities Information
Repository and with the appropriate State information depository, if any. The notices of material evems will
be filed by the City and Masi Commerce Center Partners, as applicable, with the Municipal Securities
Rulemaking Board (and with the appropriate State information depository, if any.) The specific nature of the
information to be contained in the City Annual Report and the Masi Commerce Center Partners Annual Report
or the notices of material evems is set forth below under the caption "APPENDIX F - FORMS OF
CONTINUING DISCLOSURE CERTIFICATES." These covenants have been made in order to assist the
Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Neither the City nor Masi Commerce Center
Parreefs has ever failed to comply in all material respects with any previous undertakings with regard to said
Rule to provide annual reports or notices of material evems.
Other Information
This Official Statemere speaks only as of its date, and the information contained herein is subject to
change.
Copies of documents referred to herein and information concerning the Bonds are available from First
Trust Company, National Association, Los Angeles, California. The City may impose a charge for copying,
mailing and handling.
THE IMPROVEMENT PROJECT AND THE FINANCING PROGRAM
Improvement Project
Proceeds of the Bonds will be used to acquire certain public infrastructure in the District described
as follows.
Construction of Masi Drive. The construction of Masi Drive includes paving and the installation
of curb & gutter, sidewalk, commercial driveways, sidewalk drains, street lighting, street trees and
landscaping, signage and striping, and public utilities. Masi Drive has a centerline length of approximately
750 linear feet. Paving width is 44 feet from curb to curb, and the right of way width is 66 feet. A traffic
signal has been constructed at the intersection of Foothill Boulevard and Masi Drive. Water, sewer, and storm
drain facilities have also been constructed in the street.
Construction of Sebastian Way. The construction of Sebastian Way includes construction, paving
and the installation of curb & gutter, sidewalk, commercial driveways, sidewalk drains, street lighting, street
trees, landscaping, signage and striping and public utilities. Sebastian Way has a centerline length of
RVPUBLIRRL21073
-3-
approximately 1,010 linear feet, has a pacing width of 44 feet from curb to curb and has a 66 foot right of
way. Water, sewer, and storm drain facilities have also been constructed in the street.
Foothill Boulevard. This scope of work includes the widening of Foothill Boulevard from the
centerline of Rochester Avenue west beyond the west line of the subject property and the construction of a
raised landscaped median. Construction of Vitners Walk, a historic and decorative feature commemorating
area wine growers. Installation of a 10 inch steel water pipe in Foothill Boulevard.
Rochester Avenue. The work extends from the centerline of Foothill Boulevard south to the south
line of the subject property. Street improvements had recently been constructed by the city and the acquired
additional improvements consist of minor curb, pavement widening, repositioning of a traffic signal at the
southwest corner of Foothill Boulevard and Rochester Avenue, landscaping, and a bus bay. A storm drain
ranging in diameter from 24 to 30 inches in diameter has also been constructed east to west across the northern
half of the subject site between Masi Drive and Rochester Avenue to provide relief from overflow should
storm drain improvements within the Foothill Boulevard zone fail. Landscaping and irrigation improvements
are also part of the project and are situated along Masi Drive and Sebastian Way. As previously stated,
Vitners Walk, a special historic feature will be constructed along the south side of Foothill Boulevard.
Costs of the acquired improvements are as follows'
TABLE 2
CITY OF RANCHO CUCAMONGA
ASSESSMENTS DISTRICT NO. 93-1
SUMMARY OF IMPROVEMENTS
Construction Costs
Streets
Traffic Signals
Street Light Electrical
Landscaping and Irrigation
Sewer Improvements
Storm Drain Improvements
Water Line Improvements
Underground Utilities
Gas Main Improvements
Vintner's Walk Historical
Monument Area
City in-lieu Fees ~
Total Construction Costs
Incidental Costs
Financing Costs
Balance to Assessment
Cost of Improvements
$382,789.50
77,742.00
34,941.52
104,225.00
131,027.00
127,934.00
290,479.00
102,500.00
18,921.10
241,479.05
30,283.50
$1,549,263.17
850,814.86
590.673.41
$2,990,751.44
Source: Engineer's Report.
Represents the cost allocated to special pavers for the Rochester/Foothill Blvd. intersection and from
undergrounding utilities.
-4-
RVPUB~-RRL21073
Estimated Sources and Uses of Funds
The proceeds to be received from the sale of the Bonds and prepaid assessments are estimated to be applied as follows:
TABLE 3
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
SOURCES
USES
Estimated Sources and Uses*
Par Amount of the Bonds
Prepaid Assessments
TOTAL SOURCES
Improvement Fund
Redemption Fund (1)
Reserve Fund (2)
Costs of Issuance and Underwriter's Discount (3)
TOTAL USES
(1) Interest is capitalized through the September 2, 1998 interest payment date.
(2) Reserve Fund equals the lesser of 10% of the original principal amount of the Bonds, 125 % of average annual debt service on the bonds
or maximum annual debt service on the Bonds.
(3) The Costs of Issuance include legal fees, financial advisor fees, engineering fees, fiscal agent fees, appraisal fees, printing costs and other
costs associated with the issuance of the Bonds.
* Preliminary, subject to change.
Debt Service Schedule*
TABLE 4
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
Debt Service Schedule
The following table presents the debt service schedule for the Bonds, assuming no redemptions are made:
Year Ending
September 2 Principal Interest Total
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
TOTALS
*Preliminary, subject to change.
RVPUBXIRR~21073
-5-
General Provisions
THE BONDS
The Bonds will be dated the date of their delivery, and will be issued in the aggregate principal amount
of $2,990,000*. The Bonds will bear interest from their dated date, at the rates per annum set forth on the
cover page hereof, payable semiannually on each March 2 and September 2, commencing March 2, 1998
(individually an "Interest Payment Date"), and will mature in the amounts and on the dates set forth on the
cover page hereof. The Bonds will be issued in fully registered form in denominations of $5,000 each or any
integral multiple thereof, except for one Bond maturing in 1999.
Each Bond will bear interest from the interest payment date next preceding the date on which it is
authenticated, unless said Bond is authenticated as of an Interest Payment Date, in which case it shall bear
interest from said Interest Payment Date, or unless said Bond is authenticated prior to the first Interest
Payment Date, in which case it shall bear interest from its date, or unless a prior interest payment is in default
on such date, in which case it shall bear interest from the last day on which interest was paid in full or from
their dated date if no interest has been paid, until payment of its principal sum has been discharged.
The Bonds, when issued, will be registered in the name of Cede & Co., as Bondowner and nominee for
The Depository Trust Company ("DTC"), New York, New York. Purchases of beneficial interests in the
Bonds will be made in book-entry only form. Accordingly, principal of and interest on the Bonds will be paid
by the Trustee directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC
Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the
responsibility of DTC Participants and the Indirect Participants, as more fully described herein. Any
purchaser as a beneficial owner of a Bond must maintain an account with a broker or dealer who is, or acts
through, a DTC Participant to receive payment of the principal of and interest on such Bond. Transfers of
ownership will be made in the records of DTC for the beneficial owners of the Bonds.
Authority for Issuance
The improvement proceedings with respect to the District are being conducted pursuant to the Municipal
Improvement Act of 1913, Division 12 of the California Streets and Highways Code (the "Improvement Act"),
and Resolution of Intention No. ~ adopted by the City Council on February 19, 1997. The Bonds, which
represent the unpaid assessments levied against the Assessment Parcels, are issued pursuant to the provisions
of the Improvement Bond Act of 1915, Division 10 of the California Streets and Highways Code (the "Bond
Law"), a Resolution authorizing issuance of the Bonds adopted by the City Council on June 18, 1997 (the
"Bond Resolution") and a Bond Indenture, dated as of June 1, 1997 (the "Indenture"), by and between the City
and the Fiscal Agent.
Investment of Bond Proceeds
Moneys held in the Improvement, Redemption and Reserve Funds shall be invested in accordance with
the requirements of the Indenture. See "APPENDIX B - SUMMARY OF THE INDENTURE."
Investment income on moneys in the Improvement Fund shall be retained therein until the Improvement
Fund is closed. Following completion of all improvements and the making of all acquisitions and the payment
of all project costs and expenses, the Improvement Fund will be closed and any amounts remaining therein
shall be credited to the assessments or used to call Bonds or otherwise used as set forth in the improvement
proceedings and pursuant to the applicable provisions of the Improvement Act.
Investment income on moneys in the Reserve Fund shall be retained therein to the extent necessary to
bring the balance of the Reserve Fund up to the Reserve Requirement and shall thereafter be transferred to
the Redemption Fund. Whenever the balance in the Reserve Fund is sufficient to retire all remaining
outstanding Bonds, the Reserve Fund shall be liquidated in retirement of the Bonds.
RVPUB~RRL21073
-6-
Investment income on moneys in the Redemption Fund will be retained therein. The Redemption Fund
will be liquidated in retirement of the Bonds.
Redemntion
Optional Redemption. Any Bond may be called for redemption and redeemed prior to maturity on March
2 or September 2 in any year, from any source of funds including without limitation the prepayment of
assessments or excess construction proceeds, by paying the Redemption Price (expressed as percentages of
principal amount to be redeemed) and accrued interest thereon to the date of redemption as set forth below:
Redemption Dates Price
On or before September 2, 2004
March 2 or September 2, 2005
March 2 or September 2, 2006
March 2, 2007 and thereafter
103%
102%
101%
100%
Mandatory Redemption From Sinking Fund Payments. The Bonds maturing on September 2, 2022 are
subject to mandatory redemption, in part by lot, from sinking fund payments set forth in the following schedule
on September 2, 2013 and on September 2 in each year thereafter to and including September 2, 2022 at a
redemption price equal to the principal amount thereof to be redeemed (without premium), together with
interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the
Bonds maturing September 2, 2022 have been redeemed pursuant to the above described redemption
provisions, the total amount of sinking fund payments to be made subsequent to such redemption shall be
reduced in an amount equal to the principal amount of the Bonds maturing September 2, 2020 so redeemed
by reducing each such future sinking fund payment on a pro rata basis (as nearly as practicable) in integral
multiples of $5,000.
Redemption Date Principal* Redemption Date Principal*
(September 2) Amount (September 2 Amount
2013 2018
2014 2019
2015 2020
2016 2021
2017 2022 (maturity)
* Preliminary, subject to change.
Prepayment of Assessments and Refunding Bonds. An optional redemption of all or a portion of the
Bonds may occur prior to their stated maturities. Such complete or partial optional redemption would occur
as the result of any prepayment of all or part of any assessment and the issuance of refunding bonds.
Furthermore, the accumulation of investment income in the Redemption Fund may result in optional
redemption of all or a portion of the Bonds. Pursuant to the Refunding Act of 1984 for 1915 Improvement
Act Bonds, the City may issue refunding bonds for the purpose of redeeming the Bonds. See "Optional
Redemption," above. See "SECURITY FOR THE BONDS - Reserve Fund" for a discussion of the transfer
of investment income from the Reserve Fund to the Redemption Fund.
Selection of Bonds(or Redemption. If less than all of the Bonds are to be redeemed, the Fiscal Agent is
required by the Indenture to select the Bonds to be redeemed in authorized denominations from each maturity
in the same proportion which such maturity represents with respect to all of the Bonds and by lot within a
-7-
RVPUBLIRRX21073
single maturity; provided, however, that the portion of any Bond of a denomination of more than $5,000 to
be redeemed shall be in the principal amount of $5,000 or a multiple thereof, and that, in selecting portions
of such Bonds for redemption, the Fiscal Agent is required to treat each such Bond as representing that number
of Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bonds to be
redeemed in part by $5,000. The Fiscal Agent is required to promptly notify the City in writing of the Bonds,
or portions thereof, selected for redemption. Owners of Bonds to be redeemed are required to reserve notice
of redemption at least 30 days but no more than 45 days prior to the redemption date. So long as the Bonds
are held in DTC's book-entry only system, all such notices will be given to Cede & Co. as the registered
owner of the Bonds.
-8-
RVPUB~IRR~1073
SECURITY FOR THE BONDS
The Bonds are not secured by the general taxing power of the City or the State or any political subdivision
of the State, and neither the City nor the State nor any political subdivision of the State has pledged its full faith
and credit for the payment thereof
Assessments
The Bonds are issued upon and are secured by the unpaid assessments against the Assessment Parcels,
together with interest thereon. The unpaid assessments together with interest thereon constitute a trust fund
for the redemption and payment of the principal of the Bonds and the interest thereon. All the Bonds are also
secured by the monies in the Redemption Fund and the Reserve Fund created pursuant to the assessment
proceedings. Principal of and interest on the Bonds are payable exclusively out of the Redemption Fund.
Although the unpaid assessments constitute fixed liens on the Assessment Parcels, they do not constitute
personal indebtedness of the owners of the Assessment Parcels. Furthermore, there can be no assurance as
to the ability of the owners to pay the unpaid assessments.
The unpaid assessments levied on the Assessment Parcels will be collected in annual installments, together
with interest on the declining balances, on the tax roll of the County of San Bernardino (the "County") on
which general taxes on real property are collected, and the annual assessment installments, together with
interest thereon are payable and become delinquent at the same time and in the same proportionate amounts
and bear the same proportionate penalties and interest after delinquency as do general taxes. The Assessment
Parcels are subject to the same provisions for sale and redemption as are properties for nonpayment of general
taxes, subject to the foreclosure covenants discussed below. These annual assessment installments together with
interest are to be paid into the Redemption Fund which will be used to pay the principal of and interest on the
Bonds as they become due.
Covenant to Commence Foreclosure Proceedin~,s
--
The Act provides that in the event any assessment or installment thereof or any interest thereon is not paid
when due, the City may order the institution of a court action to foreclose the lien of the unpaid assessment.
In such an action, the real property subject to the unpaid assessment may be sold at judicial foreclosure sale.
This foreclosure sale procedure is not mandatory under the Bond Law. However, in the Indenture, the City
has covenanted with the Bondowners that, in the event any assessment or installment thereof, including any
interest thereon, is not paid when due, it will order, and cause to be commenced by 150 days following the
occurrence of a delinquency, and thereafter diligently prosecute to completion, court foreclosure proceedings
upon the lien of any and all delinquent unpaid assessments and interest. Such foreclosure proceedings may
be deferred if funds are advanced to the Reserve Fund to keep the Reserve Fund continually at the level
originally funded with proceeds of the Bonds; provided, however, if the aggregate assessment installment for
any parcel or parcels owned by a single owner are in excess of $10,000, then the City shall cause judicial
foreclosure proceedings to be brought against such parcel or parcels within 150 days of such delinquency. In
the event court foreclosure proceedings are necessary, there may be a delay in payments to Bondowners
pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure
sale. It is also possible that no bid for the purchase of the applicable property would be received at the
foreclosure sale. See also the section herein entitled "SPECIAL RISK FACTORS."
RVPLrBXJRR~21073
-9-
Priority of Lien
Each assessment (and any reassessment thereof) and each installment thereof, and any interest and
penalties thereon, constitutes a lien against the parcel of land on which it was imposed until the same is paid.
The lien is subordinate to all fixed special assessment liens imposed upon the same property prior to the date
that the assessments became a lien on the property assessed, but has priority over all private liens and over all
fixed special assessment liens which may thereafter be created against the property. The lien is co-equal to
and independent of the lien for general taxes and any community facilities district (Mello-Roos district) special
taxes, including general taxes and community facilities district special taxes levied or imposed subsequent to
the date the assessment lien securing the Bonds was imposed on land in the District.
Property in the District is currently encumbered by certain fixed and special tax liens. The land within the
District is a part of certain larger assessment districts and community facilities districts. The City has issued
assessment bonds in 199 pursuant to the Bond Law and community facilities district bonds in 199
pursuant to the Mello Roos Act of 1984. Consequently, the prior assessment bonds have a priority over the
lien securing the Bonds and the prior community facilities district bonds are on a parity with the lien securing
the Bonds. The direct and overlapping debt of property within the District as of June 10, 1997 is shown below
under the heading "THE DISTRICT - Overlapping Debt."
Property Values
The District is comprised of 27 assessors parcels which will have assessment liens remaining unpaid after
formation of the District. An appraisal of the property in the District with unpaid assessments liens, dated May
28, 1997 (the "Appraisal") was conducted by Len Perdue & Associates, Riverside, California (the
"Appraiser"). The value opinion set forth in the Appraisal is stated as of May 2, 1997. The Appraisal is based
on a number of limiting assumptions. See "THE DISTRICT - Property Values" and "APPENDIX A -
SUMMARY OF THE APPRAISAL REPORT" for a discussion of certain assumptions as well as the
methodology used in the Appraisal.
Property values (including value-to-lien data on a parcel-by-parcel basis) are set forth under the caption
"THE DISTRICT - Property Values."
Reserve Fund
Out of the proceeds of the sale of the Bonds, the City will set aside the Reserve Fund an amount equal
to the lesser of (i) 10% of the original principal amount of the Bonds, (ii) 125 % of average annual debt service
on the Bonds, or (iii) maximum annual debt service on the Bonds, which equals the Reserve Requirement as
of the date of issuance of the Bonds. Interest earnings above the amounts necessary to bring the balance in
the Reserve Fund to the Reserve Requirement are transferred to the Redemption Fund and credited towards
unpaid assessments.
Amounts in the Reserve Fund are required to be transferred to the Redemption Fund whenever there are
insufficient funds in the Redemption Fund to pay principal or interest on the Bonds. The amounts so advanced
are required to be reimbursed upon receipt of proceeds of redemption or sale of the parcels for which payment
of delinquent installments of assessments and interest thereon have been made from the Reserve Fund.
In the event an unpaid assessment is paid in cash in advance of the final Bond maturity date, the City is
required to credit such prepaid assessment with a proportionate share of the Reserve Fund, thus reducing the
total amount of the Reserve Fund to the new Reserve Requirement based on the smaller amount of outstanding
Bonds. The amount to be so credited shall be the pro-rata share of the original amount deposited in the
Reserve Fund, less any amount previously credited to the parcel with respect to a prior prepayment and less
any amount previously transferred from the Reserve Fund to the Redemption Fund as a result of any
RVPUBURR~21073
-10-
outstanding delinquency in the payment of assessment installments for the parcel for which the assessment is
being prepaid.
Whenever the balance in the Reserve Fund is sufficient to retire all the remaining Bonds, whether by
advance retirement or otherwise, collection of the assessments shall be discontinued and amounts in the
Reserve Fund shall be applied to retire the Bonds. All sums remaining in the Reserve Fund in the year in
which the last installments of assessments become due will be credited toward the assessments in the manner
set forth in the Indenture and applied to the final payment on the Bonds.
Sales of Tax-Defaulted Property Generally
Property securing delinquent assessment installments which is not sold pursuant to the judicial foreclosure
proceedings described above may be sold, subject to redemption by the property owner, in the same manner
and to the same extent as real property sold for nonpayment of general County property taxes. On or before
June 30 of the year in which such delinquency occurs, the property becomes tax-defaulted. This initiates a five-
year period during which the property owner may redeem the property. At the end of the five-year period the
property becomes subject to sale by the County Treasurer and Tax Collector. Except in certain circumstances,
as provided in the Bond Law, the purchaser at any such sale takes such property subject to all unpaid
assessments, interest and penalties, costs, fees and other charges which are not satisfied by application of the
sales proceeds and subject to all public improvement assessments which may have priority.
Delinquency Resultin_o in Ultimate or Temporary Loss on Bonds
If a temporary deficiency occurs in the Redemption Fund with which to pay Bonds which have matured,
past due interest or the principal and interest on Bonds coming due during the current tax year, but it does not
appear to the Treasurer that there will be an ultimate loss to the Bondholders, the Treasurer shall, pursuant
to the Bond Law, pay the principal of Bonds which have matured as presented and make interest payments on
the Bonds when due as long as there are available funds in the Redemption Fund, in the following order of
prioriw:
(1) All matured interest payments shall be made before the principal of any Bonds is paid.
(2) Interest on Bonds of earlier maturity shall be paid before interest on Bonds of later maturity.
(3) Within a single maturity, interest on lower-numbered Bonds shall be paid before interest on higher-
numbered Bonds.
(4) The principal of Bonds shall be paid in the order in which the Bonds are presented for payment. Any
Bond which is presented but not paid shall be assigned a serial number according to the order of presentment
and shall be returned to the Bondholder.
When funds become available for the payment of any Bond which was not paid upon presentment, the
Treasurer shall notify the registered owner of such Bond by registered mail to present the Bond for payment.
If the Bond is not presented for payment within ten days after the mailing of the notice, interest shall cease to
run on the Bond.
If it appears to the Treasurer that there is a danger of an ultimate loss accruing to the Bondholders for any
reason, he or she is required pursuant to the Bond Law to withhold payment on all matured Bonds and interest
on all Bonds and report the facts to the City Council so that the City Council may take proper action to
equitably protect all Bondholders. Upon the receipt of such notification from the Treasurer, the City Council
is required to fix a date for a hearing upon such notice. At the hearing the City Council shall determine
whether in its judgment there will ultimately be insufficient money in the Redemption Fund to pay the principal
of the unpaid Bonds and interest thereon. If the City Council determines that in its judgment there will
-11-
RVPUBXIRRX21073
ultimately be a shortage in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon
(an "Ultimate Loss"), the City Council shall direct the Treasurer to pay to the owners of all outstanding and
unpaid Bonds such proportion thereof as the amount of funds on hand in the Redemption Fund bears to the total
amount of the unpaid principal of the Bonds and interest which has accrued or will accrue thereon. Similar
proportionate payments shall thereafter be made periodically as moneys are deposited into the Redemption
Fund.
Upon the determination by the City Council that an Ultimate Loss will occur, the Treasurer shall notify
all Bondholders to surrender their Bonds to the Treasurer for cancellation. Upon cancellation of the Bonds,
the Bondholder shall be credited with the principal amount of the Bond so canceled. The Treasurer shall then
pay by warrant the proportionate amount of principal and accrued interest due on the Bonds of each
Bondholder as may be available from time to time out of the money in the Redemption Fund. Interest shall
cease on principal payments made from the date of such payment, but interest shall continue to accrue on the
unpaid principal at the rate specified on the Bonds until payment thereof is made. No premiums shall be paid
on payments of principal on Bonds made in advance of the maturity date thereon. If Bonds are not
surrendered for registration and payment, the Treasurer shall give notice to the Bondholder by registered mail,
at the Bondholder's last address as shown on the registration books maintained by the Registrar, of the amount
available for payment. Interest on such amount shall cease as of ten days from the date of mailing of such
notice.
If the City Council determines that in its judgment there will not be an Ultimate Loss, it shall direct the
Treasurer to pay matured Bonds and interest as long as there is available money in the Redemption Fund. The
priority of payments will be as set forth in the first paragraph of this subsection.
Note that while the Bonds are in the book-entry only system of DTC, DTC is the legal owner of all of the
Bonds, and there will be one Bond for each maturity in the total principal amount of such maturity. Payments
to beneficial owners will be in accordance with the practices of DTC and their Participants. See "THE BONDS
- Book-Entry-Only System."
Limited Oblifations of the City Upon Delinquency
If a delinquency occurs in the payment of any assessment installment, the City has no duty to transfer into
the Redemption Fund the amount of the delinquency except from monies available in the Reserve Fund. There
is no assurance that funds will be available in the Reserve Fund for this purpose and if, during the period of
delinquency, there are insufficient funds in the Reserve Fund, a delay may occur in payments to the
Bondowners or there may be insufficient funds to make such payments. If there are additional delinquencies
after exhaustion of funds in the Reserve Fund, the City has no direct or contingent liability to transfer into the
Redemption Fund the amount of delinquency out of any other available monies of the City.
THE DISTRICT
General
The District, comprising approximately 23.64 acres situated along the south side of Foothill Boulevard and
the west side of Rochester Avenue in the City, consists of 27 parcels of land which will have unpaid
assessments (the "Assessment Parcels"). The District is centrally located along an approximately four mile
retail corridor that extends along Foothill Boulevard in the City. Terra Vista Power Center, an approximately
800,000 square foot regional retail center, lies one mile to the west of the District. The Foothill Marketplace,
a 60 acre power retail center, lies approximately one mile east of the District. The Promenade, a 450,000
square foot retail center now under construction, is located opposite the District on the North side of Foothill
Boulevard; Home Depot, the Promenade's anchor tenant opened in September 1996.
-12-
RVPUB~RR'~21073
The land in the District is predominantly vacam. The proposed development, Masi Plaza, is emirely retail
and commercial, consisting of separate developable parcels. Currently completed construction includes a
Mobil Service Station and Mini Mart on parcel 2, a Jack in the Box fast food restaurant on parcel 3, a
Goodyear Tire Store on lot 8 and a Denny's restaurant on lot 6. Five additional buildings are under
construction on lots one and eight, four and seven and nine and ten. The existing building on lot five, a former
winery building in shell condition, is being renovated for reuse as a brew pub. The area situated between the
and Denny's restauram is to be an expanded sidewalk area featuring historic displays about the
history of wine making in the area, a vintner "walk of fame" featuring the names of prominem area vintner
families and a bronze statue of Sebastian Masi.
Method of Assessment Spread
The "Improvemere Act" requires that the assessments be spread among the parcels in the District based
on benefit received from the works of improvements to be acquired. Under the Improvemere Act the benefit
received by the property owners must represem a special and direct benefit distinguished from that received
by the general public. The Improvemere Act does not specify the method or formula that should be used in
any special assessmere district proceedings. The responsibility for such determination rests with the
Assessmere Engineer, who is appointed for the purpose of making the analysis of the facts and determining
the correct apportionmere of the assessmere obligation.
The boundaries of the District correspond to the boundaries of Parcel Map No. 13845. The special
benefits that inure to the property owners within the District through the acquisition of street, storm drainage,
water system, and sewerage improvemeres, and the associated appurtenant work, are the provision of ingress
and egress, flood comrol protection and provision of water and sewer service to each of the parcels of land
within the District. The construction costs and proportionate share of the incidental costs for bid items will
be spread on a net assessable acreage basis to those areas or subareas of the District that specifically benefit
from the works of improvemere to be acquired. The Assessmere Engineer has determined that the special
benefit received form the above-cited works of improvements are in direct proportion to the number of
assessable net acres of the record lots.
Assessmeres are spread over all parcels within the Assessmere District in the following manner:
Because each lot within this subdivided commercial project receives direct and special
benefit from Improvements, each lot will be assessed based upon its proportion of the
total assessable acreage within the District. Net assessable acreage for all lots within the
District is taken directly from the "per lot" net acreage shown on the recorded parcel
without offset for easemeres.
The Assessmere Engineer has determined that all benefit received by the land in the District are of a
special benefit. In this review, the Assessmere Engineer concluded that the water, sewerage, and storm drain
improvements represem special benefits to the project because they provide necessary services only to parcels
with the District, with no general benefit being received by the general public. The street improvements are
also a special benefit to each of the parcels within the District because they provide access to the existing or
future businesses within the Masi Plaza development. The street improvemeres do not improve or aid the
through traffic on Foothill Boulevard or Rochester Avenue, therefore the Assessmere Engineer concluded that
there is no general benefit received by the general public.
Furthermore, there are no lots or parcels of land that are owned by a public agency that
specifically benefit from the works of improvemere.
Maps showing the location of the District and the site plan for the improvements, appear on the following
pages.
-13-
RVPUB~JRR~21073
[Page for Location Map]
-14-
RVPUB',,JR.R'~21073
[Page for Site Map]
-15-
RVPUB',YRR~21073
Proposed Development in the District
Information in this section, entitled "Proposed Development in the District." is included because it
is considered relevant to an informed evaluation and analysis of the Assessed Parcels and any existint,
or future improvements thereon as security for the Bonds. The information contained in this section
does not I, uarantee that pro0erty ownership will not change. that development within the District will
occur as described herein or that the current or any subsequent owners will pay the Assessments when
due. The Assessments will constitute a lien on the Assessed Parcels and not a personal indebtedness of
the owners of the Assessed Parcels. Information in this section has been provided by the property
owner. and the City cannot ensure its completeness or accuracy.
Masi Plaza. The proposed development in the District is the Masi Plaza. Masi Plaza is a specialty retail,
home improvement, auto service and multi-tenant commercial center of approximately 230,000 leasable square
feet, now under construction. The specialty retail component includes a significant retail entertainment
element, totalling approximately 145,000 square feet which include five or more restaurants and a garden
center, in addition to other retail and commercial uses. The retail center is bounded by Foothill Boulevard,
Rochester Avenue Sebastian Way and Masi Drive. The automotive service court contains approximately
40,000 square feet. This portion of the development, which lies to the west of Masi Drive, is anchored by a
gas station with a mini-mart and car wash. The multi-tenant commercial center, totalling approximately
42,000 square feet, is planned for service, discount retail, recreation and office uses. The multi-tenant
commercial center is located to the south of Sebastian Way and extends along the southern property line of the
project, contiguous to the City Sports Center.
Development of Masi Plaza is scheduled to occur in two phases. Phase I, consisting of the development
of Parcels 1-10 is substantially complete except for the renovation of lot 5, the existing winery building; Phase
II, consisting of the development of the remaining Parcels is scheduled to begin in late 1997.
Phase I development includes a Mobil Service Station and Mini Mart (the only parcel owned other than
by Masi Commerce Centers Partners), a Jack in the Box fast food restaurant, a Goodyear Tire Store, a
Denny's restaurant, two multi-tenant automotive buildings, two multi-tenant retail/restaurant buildings and the
renovation of the existing winery building.
Phase II development consists of [describe].
Total cost of constructing the Masi Plaza is estimated to be $20,000,000; with Phase I cost, including all
redevelopment expenses and expenditures estimated at $10,000,000, and Phase II cost estimated at
$10,000,000.
Construction financing for the Phase I improvements has been provided by GNS Development
Corporation. The Developer is currently seeking permanent take-out financing for Phase I and construction
financing for Phase II. All property taxes in the District are current.
lamd Owners. There currently are two property owners in the District having unpaid assessments, Masi
Commerce Center Partners of Eagle Caspian Enterprise LLC. The Masi family has owned lots 1 and 3
through 27 since 1943. This portion of the District is responsible for approximately 96.9% of the Assessment
Lien. Eagle Caspian Enterprise LLC purchased Lot 2 in August of 1996 for an indicted price of $700,000.
Eagle Caspian Enterprise LLC is a parmership of Oscar Etedmadian and Dr. Nasser Redial. Mr Etedmadian
operates the Mobil station in the District. Dr. Redjal is a physician practicing in Los Angeles, California.
Certain information with respect to the property owners set forth below.
Masi Commerce Center Partners. Masi Commerce Centers Partners is a California general partnership
comprised of Jack Masi, Inc., Masi Rochester Associates and Masi Commerce Center Partners II. Masi
Commerce Center Parmers is owned and controlled by various members of the Masi family. Jack Masi, Inc.
-16-
RVPUB~JRR~. 1073
is the Managing Parmer. Masi Rochester Associates is a California limited partnership with Jack Masi, Inc.
as the sole General Parmer. Jack Masi, Jennie Masi (Jack Masi's mother) and the Sebastian Masi Trust are
Limited Parmers. Jack Masi is the Trustee of the Sebastian Masi Trust. Masi Commerce Center Partners II
is a California limited partnership. SMT Masi, Inc. is the General Partner; Jack Masi, Inc. is its President.
The Sebastian Masi Trust and Jennie Masi are the Limited Partners.
The following provides a brief description of the Masi family, Jack Masi and Michael Scandiffio, project
managers for the Masi Plaza development.
The Masi Family. Sebastian and Jennie Masi acquired the property in 1943 and operated it as the Masi
Winery until the early 1960's. The Masi family name is associated strongly with the history of Rancho
Cucamonga. The late Sebastian Masi was one of the instrumental citizens behind the successful effort to
incorporate the communities of Cucamonga, Alta Loma and Etiwanda into the City of Rancho Cucamonga.
Jack Masi. Jack Masi received his bachelor degree from Loyola University in 1959 with a specialization
in business. From 1960 through 1964, Mr. Masi served as a Lieutenant in the U.S. Navy. Upon release from
active duty, he assumed management of the family vineyards until 1969. From 1969 to 1992, Mr. Masi was
employed by the U.S. Air Force as a Management Specialist.
Michael Scandiffio. Michael Scandiffio is acting as the project manager of Masi Plaza. He has over 20
years experience in real estate development, architecture and urban planning. From 1980 to the founding of
his company, Mr. Scandiffio was employed in the real estate development field. He worked for Cadillac
Fairview in New York as a Development Manager overseeing 1.5 million square feet of high-rise office
development. He also was Associate Vice President in charge of development at Kajima Development
Corporation and Development Director at Josephson Properties, both located in Los Angeles. Mr. Scandiffio's
development experience includes projects ranging from industrial parks, office buildings, retail centers and
both single family and multi-family residential developments. Prior to 1980, Mr. Scandiffio was a practicing
Architect and Urban Planner in New York City. He was employed as an Urban Designer for the Department
of City Planning: City of New York; there he was responsible for creating incentive zoning districts and
community redevelopment plans in Manhattan. He also worked for the architectural fu-m of Edward Larabee
Barnes and Associates. Mr. Scandiffio has been an Associate Professor of Finance at the Graduate School
of Business Administration, New York University and an Assistant Professor in Urban Design at the School
of Architecture, The City College of New York. Mr. Scandiffio has a Master's Degree in Management from
Yale University. He also has a Master's Degree in Urban Planning and a Bachelor's Degree in Architecture
from the City College of New York. He is a licensed architect in California and New York, as well as a
licensed Real Estate Broker in California.
Below is a list of development projects in which Mr. Scandiffio acted as development manager:
Rancho Cucamonga, CA
a 27-acre, retail/commercial development totalling approx. 500,000 square feet of building space
Castaic, CA
200-acre, master planned industrial development totalling nearly 2.4 million square feet
E1 Segundo, CA
250,000 square feet office building.
Monterey Park, CA
110,000 square feet office building.
San Pedro, CA
226 unit condominium complex.
-17-
RVPUB~R~1073
San Pedro, CA
75,000 square feet retail center.
Palos Verdes, CA
34 unit single-family housing development.
Property Values
The Appraisal expresses an opinion as to the market value of the property in the District taking into account the
Improvements to be acquired by the District and existing privately financed improvements as of the May 2, 1997 date
of appraisal. In the opinion of the Appraiser, the property in the District subject to assessment had an aggregate market
value of $14,293,000 as of May 2, 1997, assuming a retail sale of completed and occupied commercial buildings and
a bulk sale discounted valuation of the unoccupied buildings and vacant commercial finished lots. Based on this
valuation, the value-to-lien ratio for the Bonds and all other obligations on a parity or senior lien to the Bonds is [4.78:1].
Such "value to lien" represents an average for the Assessment Parcels comprising the District. As indicated in the table
below, the value to lien of a portion of the Assessment Parcels is below that of the District-wide average. See
"Appendix A--Summary of the Appraisal Report" for a discussion of the Appraisal.
TABLE 5
City of Rancho Cucamonga
Assessment District No. 93-1
Parcel
No.
Bulk Sale
Retail
Valuation (1)
Value to Lien Ratios by Parcel
Discounted AD 93-1 Other Assessments
Value (2) Assessment (3) or Mello Roos (4)
Lien to Value
Ratio
1 $397,000
2 1,619,000
3 1,079,000
4 1,474,000 (2)
5 760,000
6 850,000
7 1,018,000 (2)
8 604,000
9 880,000 (2)
10 508,000 (2)
11 958,000
12 749,000
13 1,056,000
14 629,000
15 717,000
16 1,135,000
17 453,000
18 230,000
19 206,000
20 220,000
21 220,000
22 211,000
23 220,000
24 244,000
25 407,000
26 359,000
27 1,142,000
$397,000
1,619,000
1,079,000
746,000
590 000
850 000
577 000
604 000
560 000
292 000
745 000
583 000
821 000
472,000
558,000
882,000
328,000
167,000
14.9,000
160,000
160,000
153,000
160,000
177,000
306,000
270,000
888,000
$64,521
93,619
86,028
173,321
137,898
91,089
77,173
67,051
113,861
55,665
197,359
154,345
217,601
135,368
154.345
244 169
97 414
60.726
54.400
58.196
58.196
55.665
58.196
64,521
107,535
77,173
235,313
6.15
17.29
12.54
4.30
4.28
9.33
7.48
9.01
4.92
5.25
3.77
3.78
3.77
3.49
3.62
3.61
3.37
2.75
2.74
2.75
2.75
2.75
2.75
2.74
2.85
3.50
3.77
(1) Appraised Values reported by Len Perdue & Associates as of May 2, 1997.
(2) Retail Values As Though Finished
(3) Assessment liens as determined by the Assessment Engineer
(4) Represents the portion of the overlapping assessment and community facilities district bonds a!locable to each of the Assessed Parcels.
(5) Figures may not add due to rounding.
Source: Engineers Report and Appraisal.
RVPUB~IRR'~21073
-18-
The table below summarizes the range of property values to unpaid assessments as determined by the
Appraiser.
TABLE 6
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 93-3
Value to Lien Ratio
Assessment Lien (1)
Percent of Total Assessment
1.0:1 to 2.5:1
2.6:1 to 3.0:1
3.1:1 to 4.0:1
4.1:1 to 5.0:1
5.1:1 to 6.0:1
Totals
Source:
(1) Figures may not add due to rounding.
No assurance can be given that should an Assessment Parcel with delinquent assessment installments
be foreclosed and sold for the amount of the delinquency that any bid will be received for the parcel, or if a
bid is received that the bid will be sufficient to pay the delinquent installments. The Bond Law requires that
a parcel be sold only for the amount delinquent and not for the entire outstanding assessment.
Direct and Overlapping Debt
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
The property included within the District is included in several other special districts which are
authorized to levy special assessments. The liens of special taxes of overlapping community facilities districts
are of equal priority to the lien of the Special Taxes. The following discussion summarizes the special districts
overlapping the District:
The City has established both street light and landscape maintenance districts, pursuant to the
Landscaping and Lighting Act of 1972 (the "1972 Act") which levies annual assessments against property
within the City for the purpose of maintaining the irrigation system, perimeter landscaping, erosion control,
trash pick-up and plant replacement of seven public spaces and parks, as well as the maintenance of lighting
of major streets and local street lighting.
The City's Lighting District No. 1 covers lighting and traffic signals for major streets within the City.
Each parcel of commercial property in the City is assessed $35.54 per acre per year. Lighting District No.
6 pays for local area lighting, for which the assessment is $51.40 per acre per year per parcel of commercial
property.
The properties in the District will be annexed into Landscape District No. 36 over a period of time.
The annual charge for lots in Landscape District No. 36 for the 1993/94 Fiscal Year is a fiat fee of $352.80
per acre of commercial property which is collected on the 1993/94 property tax bill. The fee is dependent
upon actual maintenance costs, and is subject to review by the City each June for the following fiscal year.
The District is located within Parks and Recreation District No. 85-PD ("District No. 85-PD") and Parks
and Recreation District No. 85-PD-R ("District No. 85-PD-R"). District No. 85-PD was created under the
1972 Act to provide for the construction of the City's Red Hill and Heritage Parks through the issuance of
bonds and the maintenance of the improvements. District No. 85-PD-R subsequently issued refunding bonds
-19-
RVPUBXJP,.R~21073
with a final maturity in the year 2005. District No. 85-PD and District No. 85-PD-R are overlapping with
a City-wide boundary, except for properties within planned communities. The total assessment for each
property within the two districts depends on the size of the lot. Parcels that are less than 1.5 acres are assessed
$26, while parcels that are between 1.5 and 3.5 acres are assessed $78. Parcels that are within 3.51 and 7.0
acres are assessed $182, while parcels that are within 7.1 and 14.0 acres are assessed $364. Parcels that are
between 14.01 and 25.0 acres are assessed $728, and parcels that are over 25.0 acres are assessed $1,300.
TABLE 7
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
Direct and Overlapping Debt
1996-97 Assessed Valuation: $273,092
DIRECT AND OVERLAPPING TAX AND ASSESSI~ I..]NT DEBT:
Metropolitan Water District
Cucamonga County Water District
Cucamonga County Water District, I.D. No. 5
City of Rancho Cucamonga Community Facilities District No. 84-1
City of Rancho Cucamonga Assessment District No. 85-PD-R
City of Rancho Cucamonga Assessment District No. 93-1
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT
% Applicable (1) Debt 7/1/97
0.000005 % $ 29
0.001 17
0.001 4
0.708 84,712
0.144 6,890
100. -(2)
$91,652
OVERLAPPING GENERAL FUND OBLIGATION DEBT:
San Bernardino County General Fund Obligations
San Bernardino County Pension Obligations
Chaffey Community College District Certificates of Participation
Chaffey Union High School District Certificates of Participation
Cucamonga School District Certificates of Participation
City of Rancho Cucamonga General Fund Obligations
TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT
0.0001% $1,086
0.0001 385
0.0002 15
0.0004 22
0.003 453
0.001 12
$1,973
COMBINED TOTAL DEBT
(1) Based on redevelopment adjusted assessed valuation of $41,182.
(2) Excludes 1915 Act bonds to be sold.
(3) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and
non-bonded capital lease obligations.
Ratios to Assessed Valuation: Direct Debt
Total Direct and Overlapping Tax and Assessment Debt
Combined Total Debt
-%
33.56%
34.28%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/96: $
SPECIAL RISK FACTORS
This Special Risk Factors section of the Official Statement does not summarize the Official Statement.
Rather it supplements other sections in order to highlight certain risks of the investment. Necessarily, the
listing and discussion of risks is neither comprehensive nor definitive. It is based largely upon experience with
special assessment bonds in other situations. This Special Risk Factors section is divided into three major
-20-
RVPUBLIRRX21073
sections: (i) Special Risks associated with the Assessment Bonds secured by the Distirct (ii) Risks Associated
With Assessment Bonds Generally and (iii) Risks Associated With Commercial Real Estate Investments and
the Proposed Development in the District.
Special Risks Associated with the Assessment Bonds Secured by the District
Introduction
In addition to the general risks applicable to assessment bonds (see "Risks Associated with Assessment
Bonds Generally," below), the Bonds are subject to certain special risks reflecting the concentration of
ownership of the Assessment Parcels. Furthermore, given that the proposed development in the District is
entirely retail and commercial in nature, the continued viability of the Masi Plaza development is integral in
the willingness and ability of the property owners to pay the assessment payments when due. See "Risks
Associated with Commercial Real Estates Investments and the Proposed Development in the District."
Lack of Diversity of Ownership
There currently are only two property owners in the District with unpaid assessments. The Masi
Commerce Center Partners own land responsible for approximately 96.9% of the assessment lien. The
rema'ming property owner is responsible for 3.1% of the assessment lien. This lack of diversity of ownership
presents a special risk factor. If a property owner who owns a large portion of the land in the District
experiences financial difficulties and is unwilling or unable to pay the unpaid assessments on an Assessment
Parcel, a potential shortfall in assessment revenues available to pay debt service on the Bonds could
significantly impact the security of the Bonds. See "THE DISTRICT - Land Owners." (In addition, because
the proposed land use in the District is entirely retail and commercial, Bondholders should also consider the
general risks associated with commercial and retail real estate investments, and the effect these risks may have
on the ability and willingness of property owners in the District to pay assessments when due. See, "Risks
Associated With Commercial Real Estate Investments and the Proposed Development in the District."
Lack of Development Experience
Masi Commerce Center Partners, the owner of approximately 97 % of the land in the District, has no
previous experience developing projects similar to the Masi Plaza and consequently rely heavily on the
experience and expertise of others. Masi Commerce Center Partners has retained the services of Michael
Scandiffio to complete and operate Masi Plaza. The completion of the Phase II improvements and successful
operations of Masi Plaza may depend on Mr. Scandiffio's continued involvement in the project. [discuss
employment arrangements] See "Proposed Development in the District."
Lack of Permanent Financing.
Masi Commerce Center Partners has construction financing for only Phase I of Masi Plaza. Masi
Commerce Center Parmers is currently seeking permanent take out financing for Phase I and construction and
permanent financing for Phase II. The costs to complete the Phase II Construction of Masi Plaza will be paid,
in large measure, from the proceeds of financing to be obtained by Masi Commerce Center Partners. The
terms of a loan agreement for permanent financing typically impose upon the borrower numerous conditions
including, without limitation, leasing requirements, mechanics lien assurances, title insurance, insurance and
bonding requirements, loan balancing and equity requirements, financing reporting requirements, financial
covenants and other similar conditions to funding the construction loan. The failure to comply with or satisfy
such conditions may cause a reduction, modification or termination of the loan. If any such condition were
to take place, there are no assurances that Masi Commerce Center Parreefs would have sufficient resources
or assets at the time to provide the funding necessary to construct and complete Masi Plaza. In the event that
any lender is entitled to foreclosure on its security, the lender may not be required to complete Masi Plaza as
currently contemplated.
-21-
RVPUB~.IRR~21073
Risks Associated With Assessment Bonds Generally and the District
Introduction.
Debt service on the Bonds is payable from installment payments of principal and interest on unpaid
assessments on the Assessment Parcels. The principal of the assessment is the aggregate of the amounts of
the individual assessments levied against the Assessment Parcels. The individual assessment on a parcel will
be paid in annual installments, together with interest on the unpaid balance, unless the unpaid balance is
subsequently prepaid. The annual installments of principal and interest with respect to an Assessment Parcel
will be collected on the County tax roll at the same time and in the same manner as general real property taxes
are collected. The annual installments of principal and interest with the respect to all Assessment Parcels are
equal in the aggregate to the annual debt service on the Bonds. The remaining unpaid balance will be paid in
annual installments together with interest thereon. In the event an assessment installment is not paid when
due, the City Council has covenanted to institute foreclosure proceedings in court to cause the Assessment
Parcel to be sold in order to recover the delinquent amount from the proceeds of the sale of the Assessment
Parcel. Foreclosure and sale and tax collection procedures, however, may not result in the recovery of the
full amount of delinquent assessment installments. See the discussion below under the caption "Foreclosure
and Sale Proceedings."
The sufficiency of tax or foreclosure sale proceeds to cover delinquent amounts depends in part on the
market for and the value of the Assessment Parcel at the time of the tax or foreclosure sale. The facts and
circumstances determining value at any given time may include contemplated land ownership, development
plans and other factors affecting the progress of land development, economic conditions affecting real estate
values and natural conditions affecting the use of the Assessment Parcels, as well as a number of additional
factors many of which are discussed or referred to herein. Future substantial changes may result in future
values and value re-lien relationships that differ significantly from the present value and value re-lien
relationships. See the discussion below under the caption "Factors Affecting Parcel Value and Aggregate
Values."
The sufficiency of tax or foreclosure sale proceeds to cover delinquent amounts may also depend on the
value of any prior or parity liens and similar claims. Governmental liens presently exist and may arise in the
future with respect to the Assessment Parcels which, unless subordinate to the assessment, may effectively
reduce the realizable value of the parcel for the benefit of the assessment. See, "THE DISTRICT -
Overlapping Debt." Other claims, such as hazardous substance claims, may also affect the realizable value
even though such claims may not rise to the status of liens. See the discussion below under the caption "Other
Possible Claims Upon the Value of an Assessment Parcel and "Factors Affecting Parcel Value and Aggregate
Values."
Timely foreclosure and sale proceedings with respect to an Assessment Parcel may be forestailed or
delayed in the event the owner of the parcel becomes the subject of bankruptcy proceedings. Not only may
foreclosure and sale proceedings be forestailed and delayed, but sale of an Assessment Parcel by the County
Tax Collector may be similarly affected by bankruptcy or other factors beyond the City's control. Further,
payment of assessment installments may be subordinated to bankruptcy law priorities. See the discussion below
under the caption "Bankruptcy Proceedings."
Although bankruptcy proceedings may forestall or delay a foreclosure and sale or a tax sale of a
delinquent parcel the assessment is secured by a lien which, assuming proper procedures are followed, may
be enforced against the parcel. The owner of an Assessment Parcel however, is not personally obligated to
pay the installment. See the discussion below under the caption "Payment of the Assessment Not a Personal
Obligation."
Further, except from the Reserve Fund, the City is not obligated to pay debt service on the Bonds in
the event assessment installment collections are delinquent, nor is the City obligated to advance funds to pay
-22-
RVPUBXJR.RL21073
debt service. See the discussion below under the caption "Limited Obligation to Pay Debt Service." [In
addition, interest on the Bonds may become includable as gross income for federal income taxation purposes,
see "Loss of Tax Exemption."
Foreclosure and Sale Proceedings.
The City Council is obligated under certain conditions to institute foreclosure and sale proceedings
against Assessment Parcels which have delinquent assessment installments, and may do so in other
circumstances even if not so obligated. Foreclosure proceedings are instituted by the bringing of an action in
the superior court of the county in which the Assessment Parcel lies, naming the owner and other interested
persons as defendants. The action is prosecuted in the same manner as other civil actions. Upon judgment
of foreclosure the Assessment Parcel may be offered for sale at a minimum price. The established minimum
price will be sufficient to cover the amount of the delinquent installments and unpaid interest together with
penalties, costs, fees and charges and the costs of execution and sale. The buyer in a foreclosure sale takes the
parcel subject to the remaining assessment installments and regular taxes.
However, in the event an Assessment Parcel does not sell for the minimum price the court may modify
its judgment and reduce or eliminate the minimum price. In order to do so, however, written notice of a
hearing on the matter of reducing or eliminating the minimum price is required to be given all registered
Owners of the Bonds.
If at the hearing the court determines that such a sale will not result in an ultimate loss to the
Bondowners, or if the owners of 75 % of the outstanding Bonds by principal amount consent and the sale will
not result in an ultimate loss to the nonconsenting owners of Bonds, the court may reduce or eliminate the
minimum price at which an Assessment Parcel may be sold. Further, if the owners of 75 % of the outstanding
Bonds by principal amount consent the court may reduce or eliminate the minimum price at which a
Assessment Parcel may be sold even if sale below the minimum price will result in an ultimate loss to
nonconsenting owners of Bonds, provided that the court makes certain additional determinations specified by
statute including the reasonable unavailability of any other remedy acceptable to the owners of 75 % or more
of the outstanding Bonds by principal amount. Upon sale of the Assessment Parcel for less than the minimum
price the remaining unpaid balance of the assessment on the Assessment Parcel will be reduced by the
difference between the minimum price and the sale price. By such a reduction the aggregate principal amount
of the outstanding Bonds will exceed the aggregate principal amount of the unpaid assessment.
Under such circumstances, unless other funds are available or unless consenting owners of Bonds agree
to the protection from ultimate loss of nonconsenting owners of Bonds, proportionate payments are to be made,
periodically, of the unpaid principal and interest of the Bonds without priority or preference between
Bondowners as funds become available from collection of the unpaid assessment installments. The maturity
dates of the Bonds are to be disregarded and no redemption premiums are to be payable on payments of the
principal of Bonds the maturity dates of which are subsequent to the date of any such payments. The
Bondowners may be required to surrender the Bonds for cancellation in order to participate in such
proportionate payments.
Factors Affecting Parcel Value and Aggregate Values.
The facts and circumstances concerning the values of the Assessment Parcels that are of importance are
not confined to those relating to individual Assessment Parcel values because the Bonds are not individually
secured by particular Assessment Parcels. The Bonds are secured by all of the unpaid assessments on all of
the Assessment Parcels. Therefore the value of the Assessment Parcels must also be evaluated in the
aggregate. The following are some of the factors which may affect the market for and value of particular
Assessment Parcels individually and in the aggregate.
RVPUBXIP, RL21073
-23-
Geologic, topographic and climatic conditions. Values of Assessment Parcels can be adversely affected by
a variety of natural events and conditions. These include, without limitation: geologic conditions such as
earthquakes; topographic conditions such as earth movements and floods; and climatic conditions such as
droughts.
The possibility of the occurrence of some of these conditions and events has been taken into account to
a limited extent in the design of the District improvements and has been or will be taken into account to a
limited extent in the designs of other public improvements which may be approved by the City or other public
agencies. Building codes require that some of these conditions be taken into account to a limited extent in the
design of private improvements. Design criteria in any of these circumstances are established upon the basis
of a variety of considerations and may change from time to time leaving previously designed improvements
unaffected by more stringent subsequently established criteria. In general, design criteria, at the time of their
establishment, reflect a balance between the present costs of protection and the future costs of lack of
protection, based in part upon a present perception of the probability that the condition will occur and the
seriousness of the condition should it occur. Also reflecting that balance are decisions not to impose design
criteria at all.
The City expects that one or more of these conditions may occur from time to time, and, even if design
criteria do exist, such conditions may result in damage to property improvements. That damage may entail
significant repair or replacement costs, and repair or replacement may never occur. Under any of these
circumstances, the value of the Assessment Parcels could depreciate substantially notwithstanding the
establishment of design criteria.
The land in the District is basically flat, sloping slightly to the south at an average grade of one to two
percent. Elevations range from 1140 to 1220 feet above mean sea level. All of the land in the District is in
unshaded Zone X and is determined to be outside the 500 year Federal Plan of the FEMA prepared Flood
Insurance map for the region. No geologic faults are known to occur within or to cross the boundaries of the
District. However, the land in the District is subject to ground shaking as a result of known active faults in
the region. The Cucamonga, Red Hill, San Jose, Indian Hill, and Chino/Elsinore Faults are potentially active
faults within a 5 to 15 mile radius of the District. The San Jacinto and San Andreas Faults are historically
active and are located approximately 9 to 12 miles northeast of the area of the District.
Legal requirements. Other events which may affect the value of an Assessment Parcel include changes in the
law or application of the law. Such changes may include, without limitation, the following: local growth
control initiatives; local utility connection moratoriums; and the local application of statewide tax and
governmental spending limitation measures.
Prepayment of assessments. There is rarely a uniform relationship between the value of Assessment Parcels
and the proportionate share of debt service on the Bonds to be borne by the Assessment Parcels. See "THE
DISTRICT - Property Values"
One of the factors that may effect a significant change in the relationship between the aggregate
Assessment Parcel values and the assessment is the prepayment before the final bond maturity of the remaining
balance of the assessments on particular Assessment Parcels. Should the assessments on Assessment Parcels
having a relatively high ratio of value to assessment be prepaid, the security for the Bonds, as evidenced by
the ratio of the aggregate remaining Assessment Parcel values to the remaining balance of the assessment, will
be reduced.
Other Possible Claims Upon the Value of an Assessment Parcel.
While the assessment is secured by the Assessment Parcels the security only extends to the value
thereof that is not subject to priority and parity liens and similar claims relative to the assessments.
RVPUB'xJR.R',21073
-24-
Other governmental obligations may be authorized and undertaken or issued in the future the tax,
assessment or charge for which may become an obligation of one or more of the Assessment Parcels and may
be secured by liens on a parity with the liens of the assessments securing the Bonds. As of the date hereof
certain parity liens exist with respect to parcels in the District. See "THE DISTRICT - Overlapping Debt."
In general, as long as installments of the assessment are collected on the County tax roll, the installments
and all other taxes, assessments and charges also collected on the tax roll are on a parity. Questions of priority
become significant when collection of one or more of the taxes, assessments or charges is sought by some
other procedure, such as foreclosure and sale. In the event of proceedings of foreclosure for delinquency of
installments of an assessment securing the Bonds, the assessment will have priority over specific-amount
special assessments levied subsequent to the levy of the assessments. Otherwise, in the event of such
foreclosure proceedings the installments of the assessment will generally be on a parity with the other taxes,
assessments and charges. The assessment will have priority over non-governmental liens on an Assessment
Parcel regardless of whether or not the non-governmental liens are in existence at the time of the levy of the
assessment.
While governmental taxes, assessments and charges are a common claim against the value of an
Assessment Parcel other less common claims may be relevant. One of the most serious in terms of the
potential reduction in the value that may be realized to pay the assessment installments is a claim with regard
to a hazardous substance. In general, the owners and operators of an Assessment Parcel may be required by
law to remedy conditions of the Assessment Parcel relating to released or threatened releases of hazardous
substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980,
sometimes referred to as "CERCLA" or "Superfund Act", is the most well known and widely applicable of
these laws, but California laws with regard to hazardous substances are also stringent and similar. Under
many of these laws the owner or operator of a property is obligated to remedy a hazardous substance condition
whether or not the owner or operator has anything to do with creating or handling the hazardous substance.
The effect therefore, should any of the Assessment Parcels be affected by a hazardous substance, is to reduce
the marketability and value of the parcel by the costs of remedying the condition.
The values shown in the section herein entitled "THE DISTRICT - Property Values" do not take into
account, the possible reduction in marketability and value of any of the Assessment Parcels by reason of the
possible liability of the owner or operator for the remedy of a hazardous substance condition of the Assessment
Parcel.
Further, it is possible that liabilities may arise in the future with respect to any of the Assessment Parcels
resulting from the current existence on the Assessment Parcel of a substance presently classified as hazardous
but which has not been released or the release of which is not presently threatened, or may arise in the future
resulting from the existence on the Assessment Parcel of a substance not presently classified as hazardous but
which may in the future be so classified. Further, such liabilities may arise not simply from the existence of
a hazardous substance but from the method of handling it. All of these possibilities could significantly affect
the value of an Assessment Parcel that is realizable upon delinquency.
Bankruptcy Proceedings.
Regardless of the priority of the assessment securing the Bonds over non-governmental liens, the
exercise by the City of the foreclosure and sale remedy or by the County of the tax sale remedy may be
forestailed or delayed by bankruptcy, reorganization, insolvency or other similar proceedings affecting the
owner of an Assessment Parcel. The federal bankrupt laws provide for an automatic stay of foreclosure and
sale or tax sale proceedings thereby delaying such proceedings perhaps for an extended period. Delay in
exercise of remedies, especially if the bankruptcy property owner owns Assessment Parcels constituting a
significant portion of aggregate assessment lien, may result in periodic assessment installment collections
which, even in conjunction with the Reserve Fund, may be insufficient to pay the debt service on the Bonds
as it comes due. Further, should remedies be exercised under the bankruptcy law against the Assessment
Parcels, payment of installments of the assessment may be subordinated to bankruptcy law priorities.
RVPLrBXJRR',21073
-25-
Therefore, certain claims may have priority over the assessment lien, even though they would not were the
bankruptcy law not applicable.
Payment of the Assessment Not a Personal Obligation.
Under the proceedings authorizing the assessments, the owners of Assessment Parcels are not personally
liable for the paymere of the assessmere or the assessment installments. Rather, the assessment is an obligation
only of the Assessment Parcels. If the value cf an Assessment Parcel is not sufficient to fully secure the
assessment on it the City has no recourse against the owner under the laws by which the assessment has been
levied and the Bonds have been issued.
Depletion of Reserve Fund.
Bond proceeds in an amount equal to the lesser of maximum annual debt service and 10% of the
principal amount of the Bonds will be deposited in the Reserve Fund. Whenever there are insufficient funds
in the Redemption Fund to pay the next maturing installment of principal and interest on the Bonds, the
amoums necessary to make up the deficiency, to the extent available, will be transferred from the Reserve
Fund to the Redemption Fund. Amoums so transferred will be reimbursed to the Reserve Fund from the
paymeres of delinquem installmeres and from the proceeds of redemption or sale of delinquent parcels.
The Reserve Fund is subject to reduction if and when the unpaid balance of the assessment on a parcel
is prepaid. Upon prepaymere of an assessment in whole, the City is required to reduce the Reserve Fund by
a proportional reduction equal to the ratio of the amount initially provided for the Reserve Fund to the total
amount originally assessed. Upon prepayment of an assessment in part only, the Reserve Fund is reduced by
a proportionate lesser amoum. A reduction in the Reserve Fund by prepayment of an assessment is a
permanem, non-reimbursable reduction, but the amount remaining in the Reserve Fund after a prepayment
will bear approximately the same proportionate relationship to outstanding Bonds as would be the case if the
prepaymere was not made because accumulating assessmere prepayments will be used to redeem Bonds earlier
than their maturity dates.
The Reserve Fund may be invested, and, to the extent that investment earnings will not result in the
interest on the Bonds becoming subject to federal income taxation, the investmere earnings may be deposited
in the Reserve Fund thereby increasing the balance up to the Reserve Requirement, if necessary.
Nevertheless, there is no assurance that the amount in the Reserve Fund will, at any particular time, be
sufficiem to pay debt service on the Bonds nor that the Reserve Fund will be fully reimbursed for any amounts
expended for debt service.
Limited City Obligation to Pay Debt Service.
The City has an obligation to advance funds to pay debt service on the Bonds in the event assessment
installmere collections are insufficient. HOWEVER, THE CITY'S OBLIGATION TO ADVANCE FUNDS
IS LIMITED, WILL NOT EXCEED THE AMOUNT ON DEPOSIT FROM TIME TO TIME IN THE
RESERVE FUND, AND IF SO ADVANCED WILL REDUCE THE RESERVE FUND BY THE AMOUNT
OF THE FUNDS ADVANCED. OWNERS OF BONDS MAY NOT RELY UPON THE CITY TO
ADVANCE FUNDS TO PAY DEBT SERVICE ON THE BONDS UPON DEPLETION OF THE RESERVE
FUND EVEN IF THE CITY MAY HAVE PREVIOUSLY DONE SO OR MAY DO SO
CONTEMPORANEOUSLY WITH RESPECT TO OTHER BONDS OR OBLIGATIONS.
Loss of Tax Exemption.
As discussed in the section herein emitled "LEGAL MATTERS - Tax Exemption", interest on the
Bonds could become includable in gross income for purposes of federal income taxation, retroactive to the date
of issuance, as a result of acts or omissions of the City subsequent to issuance in violation of the City's
covenants applicable to the Bonds. Should interest become includable in gross income, the Bonds are not
-26-
RVPUB~RR\21073
subject to redemption by reason thereof and may remain outstanding. The Bonds are subject to redemption
for other reasons as discussed in the section herein entitled "THE BONDS - Redemption."
Risks Associated With the Proposed Development in the District and Conunercial Real Estate
Investments
Reliance on Development Viability.
The Masi Commerce Center Partners own land in the District responsible for approximately 96.9 % of
the assessment lien securing the Bonds. The Masi Commerce Center Partners is a general partnership which
has been established to own, operate and/or sell Masi Plaza. It is not anticipated that the Masi Commerce
Center Partners will engage in any other business activities. As a result of the foregoing, the ability of the
Masi Commerce Center Partners to pay the assessments securing the Bonds will depend on the profitability
of Masi Plaza.
Dependence on Tenants.
The income and funds available for the payment of assessments derived from Masi Plaza would be
adversely affected if multiple tenants were unable to meet their obligations or if space in Masi Plaza could not
be leased on economically favorable lease terms. In the event of default by a tenant, delays may be
experienced in enforcing rights and substantial costs may be incurred in protecting its owner's investment.
Moreover, at any time, a tenant may seek the protection of the bankruptcy laws, which could result in the
termination of such tenant's lease at any time during the bankruptcy proceeding and cause a reduction in cash
flow generated by Masi Plaza. The bankruptcy of a major store, if followed by its closing or by its sale to a
less desirable retailer, could adversely affect customer traffic in Masi Plaza and thereby reduce the income
generated by Masi Plaza.
Ability to Rent Unleased Space.
The ability of the Masi Commerce Center Partners' to rent unleased space will be affected by many
factors, including covenants contained in leases with certain tenants in Masi Plaza restricting the use of other
space at Masi Plaza. Costs in making improvements or repairs to property required by a new tenant may also
be incurred. The failure to rent unleased space on a timely basis, or at all, would likely adversely affect the
financial condition and results of operations of the Masi Plaza, and could affect their ability to pay assessments
securing the Bonds.
Tenant Lease Expirations and Reletting of Space.
The Masi Plaza tenants are generally expected to enter into leases with an initial term ranging between
five and fifteen years. Although the standard Masi Plaza lease provides for a full pass through of a
proportionate share of real estate taxes and assessments, it should not be assumed that tenant leases will
obligate tenants to make or pay their share of real property taxes or the assessments securing the Bonds.
No assurance can be given that any tenant whose lease expires in the future will renew its lease at that
time or that a replacement tenant will be found. Consequently, Masi Plaza will be subject to the risks that
upon expiration of leases for space located in Masi Plaza, the leases may not be renewed, the space may not
be relet or the terms of renewal or reletting (including the cost of required renovations or concessions to
tenants) may be less favorable than current lease terms.
Construction Contracts.
Masi Commerce Center Parmers will enter into certain construction contracts to construct and complete
Masi Plaza. Said contracts will obligate the contractors thereunder to construct the improvements for fixed
RVPUB'JRR'21073
-27-
or guaranteed prices, subject to adjusunent, pursuant to approved plans and specifications on or before agreed
upon dates for completion. In the event that any of said contractors fail to perform as required under their
respective contracts, the Masi Commerce Center Parmers may be unable to replace the defaulting contractors
for the same contract price or complete the work within budget and for an amount equal to available funds
from the consauction loan and equity sources. As a result, completion of Masi Plaza may be delayed or not
achieved as currently projected.
Changes in Marketing and Consumer Tastes.
The property in the District comprising Masi Plaza is responsible for a majority of the assessments
securing the Bonds. Masi Plaza is designed as a retail commercial center. There can be no assurance that the
concept of a Commercial Center will remain economically viable throughout the 25 year term of the Bonds.
Factors Affecting Economic Performance and Value of Properties.
The economic performance and value of Masi Plaza will be affected by a number of factors, including:
the national economic climate; the regional economic climate (which may be adversely impacted by plant
closings, industry slowdowns and other factors); local real estate conditions such as an oversupply of retail
space or a reduction in demand for real estate in the area; the attractiveness of Masi Plaza to tenants;
competition from other available space; the quality of maintenance, insurance and management services; and
increased operating costs. In addition, other factors may adversely affect Masi Plaza's value, including
changes in government regulations and other laws, rules and regulations governing real estate, zoning or taxes,
changes in interest rate levels, the availability of financing and potential liability under environmental and other
laws.
Uninsured Loss.
The Masi Commerce Center Partners intend to carry comprehensive liability, fire, flood, extended
coverage and rental loss insurance for each building upon its completion with respect to Masi Plaza with policy
specifications and insured limits that they believe are customary for similar properties. Although buildings
that are under consauction are insured for comprehensive liability risks, the Masi Commerce Center Partners
have, as a general practice, not insured such structures for fire and other extended property coverage.
Furthermore, the Masi Commerce Center Parmers do not intend to carry earthquake coverage on Masi Plaza.
There are certain additional types of losses (generally of a catastrophic nature, such as wars or acts of God)
which may be either uninsurable or not economically insurable. Should an uninsured loss occur with respect
to Masi Plaza or should insurance proceeds be unavailable to the Masi Commerce Center Partners, the Masi
Commerce Center Partners will lose both their invested capital and anticipated profits from Masi Plaza and
may be unable to reconstruct Masi Plaza and be unable to pay the assessments securing the Bonds.
LEGAL MATTERS
Tax Exemption
In the opinion of Brown, Diven& Hentschke, San Diego, California, Bond Counsel, subject, however,
to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross
income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations; provided, however, that, for the
purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax
purposes), such interest is taken into account in determining certain income and earnings.
The opinions set forth in the preceding paragraph are subject to the condition that the City comply with
all requirements of the Internal Revenue Code of 1986 (the "Code") that must be satisfied subsequent to the
issuance of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal
Rx~PUB',JRR',21073
-28-
income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with
certain of such requirements may cause the inclusion of such interest in gross income for federal income tax
purposes to be retroactive to the date of issuance of the Bonds. Bond Counsel expresses no opinion regarding
other federal tax consequences arising with respect to the Bonds.
Prospective purchasers of the Bonds should be aware that, under existing law, for the purpose of
computing the 20 percent federal alternative minimum tax imposed on corporations for a taxable year
beginning in 1989, an amount equal to 50 percent of the amount by which adjusted net book income exceeds
alternative minimum taxable income is added to alternative minimum taxable income, and for taxable years
beginning after 1989, an amount equal to 75 percent of the amount by which adjusted current earnings exceed
alternative minimum taxable income is added to alternative minimum taxable income. Interest otherwise
excluded from gross income, such as interest on the Bonds, is included in adjusted net book income and in
adjusted current earnings.
Prospective purchasers of the Bonds should also be aware that (a) with respect to insurance companies
subject to the tax imposed by section 831 of the Code, section 832(b)(5)(B)(i) reduces the deduction for loss
reserves by 15 percent of the sum of certain items, including interest on the Bonds (b) for taxable years
beginning before January 1, 1992, interest on the Bonds earned by some corporations could be subject to the
environmental tax imposed by section 59A of the Code, (c) interest on the Bonds earned by certain foreign
corporations doing business in the United states could be subject to a branch profits tax imposed by section 884
of the Code, (d) passive investment income, including interest on the Bonds, may be subject to federal income
taxation under section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and
profits at the close of the taxable year if greater than 25 percent of the gross receipts of such Subchapter S
corporation is passive investment income and (e) section 86 of the Code requires recipients of certain Social
Security and certain Railroad Retirement benefits to take into account, in determining the taxability of such
benefits, receipts or accruals of interest on the Bonds.
In the further opinion of Bond Counsel, interest on the Bonds is exempt from California Personal
income taxes.
Absence of Litigation
No litigation is pending or threatened concerning the validity of the Bonds. There is no action, suit or
proceeding known by the City to be pending at the present time restraining or enjoining the delivery of the
Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the City taken with
respect to the execution thereof. A no litigation certificate executed by the City will delivered to the
Underwriter simultaneously with the delivery of the Bonds.
Legal Opinion
All proceedings in connection with the issuance of the Bonds are subject to the approval as to their
legality of Brown, Diven& Hentschke, San Diego, California, Bond Counsel for the City of Rancho
Cucamonga in connection with the District. The unqualified opinion of Brown, Diven& Hentschke approving
the validity of the Bonds will be printed on each Bond. Bond Counsel's employment is limited to a review of
legal procedures required for the approval of the Bonds and to rendering an opinion as to the validity of the
Bonds and the exemption of interest on the Bonds from income taxation.
MISCELLANEOUS
No Rating
The City has not made, and does not contemplate making, an application to any rating agency for the
assignment or a rating of the Bonds.
RVPUB'dRR'~210 7 3
-29-
Underwriting
The Bonds are being purchased by Stone & Youngberg (the "Underwriter") at a purchase price of
$ (representing a par amount of $ less underwriters' discount of $ ), plus
accrued interest. The Purchase Agreement relating to the Bonds provides that all Bonds will be purchased if
any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth
in said Purchase Agreement, the approval of certain legal matters by counsel and certain other conditions.
Additional Information
References are made herein to certain documents and reports which are brief summaries thereof which
do not purport to be complete or definitive, and reference is made to such documents and reports for full and
complete statements of the contents thereof.
Any statements in this Official Statement involving matters of opinion, whether or not expressly so
stated, are intended as such and not as representations of fact. This Official Statement is not to be construed
as a contract or agreement between the City and the purchasers or Owners of any of the Bonds.
The execution and delivery of this Official Statement has been duly authorized by the City.
CITY OF RANCHO CUCAMONGA
By:
RVPL'B'O'RR~,21073
-30-
APPENDIX A
SUMMARY APPRAISAL REPORT
RVPUB~3'RRL21073 A- 1
APPENDIX B
SUMMARY OF THE INDENTURE
The following is a brief summary of the provisions of the Indenture not otherwise summarized in the text
of this Official Statement. This summary is not intended to be definitive, and reference is made to the
complete documents for the complete terms thereof.
Transfer and Exchange of Bonds.
Any Bond may, in accordance with its terms, be transferred, upon the books of registration required to
be kept pursuant to the provisions of the Indenture, by the owner in whose name it is registered, or by his duly
authorized attorney or legal representative, upon surrender of such Bond for registration of such transfer,
accompanied by delivery of a written instrument of transfer in a form approved by the Trustee and duly
executed by the owner of said Bond.
The Trustee will require the payment by the owner requesting such transfer of any tax or other
governmental charge required to be paid with respect to such transfer and such charges as provided for in the
system of registration for registered debt obligations.
No transfer of Bonds may be made during the 15 days preceding the selection of any Bonds for redemption
prior to the maturity thereof, nor with respect to any Bond which has been selected for redemption prior to
the maturity thereof.
Upon any such registration of transfer, a new Bond or Bonds shall be authenticated and delivered in
exchange for such Bond, in the name of the transferee, of any denomination or denominations authorized by
the Indenture, and in an aggregate principal amount equal to the principal amount of such Bond or principal
amount of such Bond or Bonds so surrendered. In all cases in which Bonds shall be exchanged or transferred,
the Trustee shall authenticate at the earliest practical time, Bonds in accordance with the provisions of the
Indenture. All Bonds surrendered in such exchange or registration transfer will forthwith be canceled.
Bonds may be exchanged at the principal office of the Trustee for a like aggregate principal amount of
Bonds of the same series, interest rate and maturity, subject to the terms and conditions provided in the system
of registration for registered debt obligations, including the payment of certain charges, if any, upon surrender
and cancellation of the Bond. Upon such transfer and exchange, a new 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 therefor.
Establishment of Funds and Accounts; Flow of Funds
Creation of Funds. Under the Indenture, the Trustee is authorized and directed to establish and maintain
the following funds for purposes of making payment for the costs and expenses for the works of improvement
and payment of principal and interest on the Bonds. The funds to be created are designated as follows:
Improvement Fund. The proceeds from the sale of the Bonds (after deposit of required amounts in the
Reserve Fund and Redemption Fund), the amount representing the good faith security deposit, if any, and the
proceeds of the prepayment of assessments collected prior to , if any, will be placed by the
Trustee in the Fund hereby created, pursuant to the Act, which is called the "Improvement Fund", and the
monies in the Improvement Fund will be used only for Project Costs as that term is defined hereinafter.
"Project Costs" means the costs of acquisition or construction of the works of improvement as authorized in
the assessment proceedings and all incidental costs related thereto, all as more particular described in the
Rwtm.m~2~o73 B- 1
Engineer's Report for Assessment District No. 93-1 (Masi Plaza) on file in the Office of the City Clerk of the
City.
Upon receipt of a "Payment Request Form" in substantially the form attached to the Indenture as Exhibit
"B", duly executed by the City Manager, the Treasurer or the designee of either official (each an "Authorized
Representative"), the Trustee shall pay the Project Costs from amounts in the Improvement Fund directly to
the contractor or such other person, corporation or entity entitled to payment under the Indenture unless the
City requests payment to be made to the contractor or such other party jointly, in which case said Project Costs
shall be paid jointly. The Trustee is responsible for the safekeeping and investment of the monies held in the
Improvement Fund and the disposition thereof in accordance with the written instructions of the City and the
Indenture. The Trustee may rely on an executed Payment Request Form as complete authorization for said
payments.
Any surplus in the Improvement Fund after completion of the improvements may remain in the
Improvement Fund for a period of not less than two nor more than three years from the receipt of Bond
proceeds and thereafter shall be transferred to the Prepayment Account of the Redemption Fund and applied
to the redemption of Bonds prior to maturity.
Redemption Fund. Under the Indenture, the Trustee is authorized and directed to keep a Redemption Fund
designated by the name of the proceedings, into which shall be placed (i) initially, an amount from proceeds
of the Bonds which, together with accrued interest, if any, on the Bonds equals the interest on the Bonds
through and (ii) all sums received from the City representing the collection of the assessments.
The City shall transfer or cause to be transferred all sums received for the collection of the assessments,
interest and penalties thereon and required by the Act to be deposited in the Redemption Fund, and all sums
received for the prepayment of assessments (excepting therefrom any administrative fee for the cost of
collection the prepayments and of redeeming Bonds) to the Trustee within fifteen business days of the receipt
thereof by the City. Principal of and interest on said Bonds shall be paid by the Trustee to the registered
owners out of the Redemption Fund to the extent funds on deposit in said Redemption Fund are available
therefor. In all respects not recited in the Indenture, said Bonds shall be governed by the provisions of the
Act. Under no circumstances shall the Bonds or interest thereon be paid out of any other fund except as
provided by law.
Prior to the first redemption date there will be established by the Trustee a prepayment subaccount within
the Redemption Fund to be known as the "Prepayment Account." The Trustee is required to deposit in the
Prepayment Account all monies received from the Treasurer representing the principal of and redemption
premium on any prepaid assessments. Such amounts must be identified in writing to the Trustee. Such monies
must be applied solely to the payment of principal of and premium on Bonds to be redeemed prior to maturity
pursuant to the provisions of the Indenture.
Reserve Fund. Pursuant to the Act there shall be created a special reserve fund for the Bonds to be
designated by the name of the Assessment District and specified as the "Reserve Fund." An amount equal to
the lesser of maximum annual debt service or 10% of the principal amount of the Bonds issued shall be
deposited in the Reserve Fund out of the Bond proceeds.
Monies in the Reserve Fund shall be applied by the Trustee 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 on the business day preceding such date of payment, the Trustee shall
transfer the amount necessary to make up such deficiency from the Reserve Fund to the Redemption Fund.
The amounts so advanced will be reimbursed upon receipt thereof by the City and transfer thereof to the
Trustee for deposit into the Reserve Fund from the proceeds of redemption or sale of the parcels for which
RVPU'B~R.R~21073 B-2
payment of delinquent installments of assessments and interest thereon have been made from the Reserve
Fund. Within ten business days of receipt thereof by the Treasurer, such proceeds will be transferred by the
Treasurer to the Trustee, together with written instructions to the Trustee directing the Trustee to deposit such
proceeds in the Reserve Fund, and the Trustee must immediately deposit such proceeds in the Reserve Fund.
B. In the event an unpaid assessment is paid in cash in advance of the final Bond maturity date, the City
will credit such prepaid assessment with a proportionate share of the Reserve Fund, thus reducing the total
amount of the Reserve Fund. The amount to be so credited will be the pro-rata share of the original amount
deposited in the Reserve Fund, less any amount previously credited to the parcel with respect to a prior
prepayment and less any amount previously transferred from the Reserve Fund to the Redemption Fund as a
result of the delinquency in the payment of assessment installments for the parcel for which the assessment is
being prepaid. The City must direct the Trustee in writing to transfer the amount representing such credit
from the Reserve Fund to the Redemption Fund.
C. Interest earned on permitted investments of Reserve Fund monies must remain in the Reserve Fund
so that the amount therein may accumulate to and subsequently be maintained at the "Reserve Requirement."
"Reserve Requirement" means an amount equal to the least of (i) tine maximum principal interest payable on
the Bonds in any year, (ii) 125% of the average principal and interest payable on the Bonds in any year, or
(iii) 10% of the dated principal amount of the Bonds.
D. Prior to each interest payment date, any interest earned on the investment of monies on deposit in the
Reserve Fund which would cause the amount therein to exceed the Reserve Requirement will be transferred
by the Trustee to the Redemption Fund and will be credited towards unpaid assessments each year during
which part of the Bonds remain outstanding. The Auditor's Record prepared by the City pursuant to Section
8682 of the Act shall reflect credits against each of the unpaid assessments in the manner provided in Section
10427.1 therein in amounts equal to each assessment parcels' proportionate share of any such Reserve Fund
disbursement.
E. All sums remaining in the Reserve Fund in the year in which the last installments of the assessments
become due and payable will be credited toward the assessments as follows:
Prior to June 30th of the fiscal year next preceding the fiscal year in which the last unpaid assessment
installment becomes due and payable, the City will determine the amount remaining in the Reserve Fund, if
any, after all sums advanced and interest thereon have been reimbursed, and shall order the same to be
distributed and/or credited pursuant to its written direction in the manner set forth in Section 10427.1 of the
Act, provided only that where all or any part of such assessments remain unpaid and are payable installments,
the amount apportioned to each parcel shall be credited against the last unpaid assessment installment, then
such excess shall be credited against the next to last unpaid assessment installment.
Whenever the balance in the Res6rve Fund is sufficient to retire all remaining Bonds, whether by advance
retirement or otherwise, collection of the principal of and interest on the assessments will be discontinued and
the Reserve Fund will be liquidated by the Trustee pursuant to the written direction of the Treasurer and
utilized in the 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 Bonds in the issue, the excess shall be apportioned by the City to each parcel upon which the
individual assessment remained unpaid at the time the balance in the Reserve Fund was sufficient to retire all
Bonds in the issue. The payments shall be made in cash by the Trustee pursuant to written instructions of the
Treasurer to the respective owners of the parcels except that, if the excess is not greater than $1,000, the
excess may be transferred to the General Fund of the City.
RVPUB~-RRX21073 B-3
Rebate Fund. The Trustee is required to transfer into the Rebate Fund all amounts required by written
instructions of the Treasurer to be transferred in accordance with the provisions of the Arbitrage Rebate
Provisions attached to the Indenture as Exhibit "C" (which set forth instructions regarding the investment and
disposition of monies deposited in various funds and accounts established in connection with the issuance of
the Bonds.) Subject to the provisions of said Arbitrage Rebate Provisions, amounts on deposit in the Rebate
Fund shall only be applied to payments made to the United States Department of Treasury in accordance with
written instructions of the Treasurer. Notwithstanding any other provisions of the Indenture, all earnings on
alnounts on deposit in the Rebate Fund shall remain therein until paid to the federal government.
Investment of Funds
Obligations purchased as Investments of monies in any of the funds and accounts in which investments are
authorized shall be deemed at all times to be part of such funds and accounts. Except as provided in the
Indenture with respect to the Reserve Fund and the Rebate Fund, all investment earnings on monies held under
the Indenture must, prior to the earlier of (i) the substantial completion of the works of improvement, which
shall be established by receipt by the Trustee of a written notice signed by the Treasurer stating that the
authorized improvements have been completed, (ii) three years from the date of delivery of the Bonds, or (iii)
the date on which the Trustee receives written notice from the Treasurer stating that an amount equal to the
Bond proceeds allocable to the works of improvement and authorized incidental expense have been expended
("Completion Date"), be deposited into the Improvement Fund. After the Completion Date, all such
investment earnings must be deposited in the Redemption Fund. Subject to the restrictions set forth in the
Indenture, monies in said funds and accounts may from time to time be invested by the Trustee at the written
direction of the City, or if no such written direction is given, in Authorized Investments (as defined
hereinafter) and described in (7) below, provided that:
(a) Monies in the Improvement Fund shall be invested in obligations which will by their terms nature as
close as practicable to the date the City estimates the monies represented by the particular investment will be
needed for withdrawal from such fund;
(b) Monies in the Redemption Fund shall be invested only in obligations which will by their terms mature
on such dates so as to ensure the payment of principal of and interest on the Bonds as the same become due;
and
(c) Half of the monies in the Reserve Fund may be invested in obligations which shall mature not more
than five (5) years from the date of purchase by the Trustee and the balance may be invested in obligations
which shall mature not more than ten years from the date of purchase by the Trustee, provided that no such
obligation shall mature later than the final maturity of the bonds.
The Trustee is required to sell at the best price reasonably obtainable or present for redemption any
obligations so purchased whenever it may be necessary to do so in order to provide monies to meet any
payment or transfer for such funds and accounts or from such funds and accounts. For the purpose of
determining at any given time that balance in any such funds or accounts, any such Investments constituting
a part of such funds and accounts will be valued at the lesser of their market value or cost. Notwithstanding
anything herein to the contrary, the Trustee will not be responsible for any loss from any investments pursuant
to the Indenture.
"Authorized Investments" means any of the following to the extent such securities are eligible for the legal
investment of funds of the City:
(1) United States Treasury notes, bonds, bills or certificates of indebtedness, or those for which the faith
and credit of the United States is pledged for the payment of principal and interest;
RVPUB',JRR'~ 1073 B-4
(2) Time certificates of deposit or negotiable certificates of deposit issued by a state or nationally
chartered bank or trust company, Including the Trustee, or a state or federal savings and loan association;
provided, that such certificates of deposit shall be (i) continuously and fully insured by the Federal Deposit
Insurance Corporation or the Federal Savings and Loan Insurance Corporation, or (ii) issued by any bank or
n'ust company organized under the laws of any state of the United States of America or any national banking
association (including the Trustee) having a combined capital and surplus of at least one hundred million dollars
($100,000,000), and such certificates shall have maturities of six (6)months or less, or (iii) continuously and
fully secured by such securities as are described in clause (1) above, which securities shall have a market value
(as determined on a marked-to-market basis calculated at least weekly, and exclusive of accrued interest) of
not less than the principal amount of such certificates of deposit;
(3) Bills of exchange or time drafts drawn on and accepted by a commercial bank (including the Trustee),
otherwise known as bankers' acceptances, which are eligible for purchase by members of the Federal Reserve
System; provided, that purchases of eligible bankers' acceptances may not exceed two hundred seventy (270)
days' maturity;
(4) Commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical
rating as provided by either Moody's or Standard & Poor's, which commercial paper is limited to issuing
corporations that are organized and operating within the United States of America and that have total assets
In excess of five hundred million dollars ($500,000,000) and that have an "A" or higher rating for the issuer's
debentures, other than commercial paper, as provided led by either Moody's or Standard & Poor's; provided
that purchases of eligible commercial paper may not exceed one hundred eighty (180) days' maturity nor
represent more than ten percent (10%) of the outstanding commercial paper of an issuing corporation;
(5) Any repurchase agreement with any bank or trust company organized under the laws of any state of
the United States of America (including the Trustee) or any national banking association or government bond
dealer reporting to, trading with and recognized as a primary dealer by, the Federal Reserve Bank of New
York, which agreement is secured by any one or more of the securities described in clause (1) above;
provided that the underlying securities are (i) required by the repurchase agreement to be held by any such
bank, trust company or primary dealer having a combined capital and surplus of at least one hundred million
dollars ($100,000,000) and being independent of the issuer of such repurchase agreement, and (ii) maintained
at a market value (as determined on a marked-to-market basis calculated at least weekly) of not less than 103 %
of the amount so invested;
(6) Bonds, notes, warrants or other evidence of indebtedness of the State of California or of any political
subdivision or public agency thereof which are rated in one of the two highest short-term or long-term rating
categories by either Moody's or Standard & Poor's;
(7) Units of a taxable government money market portfolio restricted to obligations issued or guaranteed
as to payment of principal and interest by the full faith and credit of the United States government or
repurchase agreements collateralized by such obligations; and
(8) The Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code
of the State of California.
Covenants of the City
In the Indenture, the City covenants that it will initiate, no later than 150 days following any delinquency,
Superior Court foreclosure proceedings to foreclose the assessment lien on such parcels and thereafter
diligently prosecute to completion such proceedings; provided, however, that so long as the Reserve Fund is
fully funded foreclosure proceedings need not be commenced against parcels owned by a single owner having
aggregate delinquencies less than 1% of the current year aggregate levy.
RVPUBLIRR~21073 B-5
The City shall from time to time, subject to any agreement between the City and the Trustee then in force,
pay to the Trustee compensation for its services, reimburse the Trustee for all its advances and expenditures,
including, but not limited to, advances to and fees and expenses of independent accountants or council
employed by it in the exercise and performance of its powers and duties under the Indenture, and indemnify
and save the Trustee harmless against expenses and liabilities not arising from its own negligence or willful
misconduct which it may incur in the exercise and performance of its powers and duties under the Indenture.
Certain Duties and Responsibilities; Removal or Resignation of the Trustee
Except during the continuance of an Event of Default (as defined below),
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in the
Indenture, and no implied covenants or obligations will be read into the Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of the Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the sale to determine whether or not they conform to the requirements of the
Indenture.
In case an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and
powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs.
The City may at any time at its sole discretion remove the Trustee initially appointed, and any successor
thereto, by delivering to the Trustee a written notice of its decision to remove the Trustee and may appoint a
successor or successors thereto; provided that any such successor is a bank or trust company having (or whose
parent or holding company has) a combined capital (exclusive of borrowed capital) and surplus of at least
$50,000,000, and subject to supervision or examination by federal or State authority. Any removal will
become effective only upon acceptance of appointment by the successor Trustee. If any bank or trust company
appointed as a successor publishes a report of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above referred to, then for the purposes of this
paragraph, the combined capital and surplus of such bank or trust company shall be deemed to be its combined
capital and surplus as set forth In its most recent report of condition so published.
The Trustee may at any time resign by giving written notice to the City and by giving to the owners notice
of such resignation, which notice shall be mailed to the owners at their addresses appearing in the registration
books in the office of the Trustee. Upon receiving such notice of resignation, the City must promptly appoint
a successor Trustee by an instrument in writing. Any resignation of the Trustee shall become effective only
upon acceptance of appointment by the successor Trustee; provided that if such successor has not been
appointed within 30 days of such resignation or removal, the Trustee may petition any court of competent
jurisdiction for such relief as may be proper in the premises.
Events of Default, Remedies
Events of Default. "Event of Default", wherever used in the Indenture, means any one of the following
events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any Judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
1. Default in the payment of any interest on any Bond when such interest becomes due and payable;
RVPUBLIRR~,21073 B-6
2. Default in the payment of the principal of (or premium, if any, on) any Bond at its maturity; or default
in the performance, or
3. Default in the performance, or breach, of any covenant or warranty of the City in the Indenture (other
than a covenant or warranty a default in the performance or breach of which is elsewhere in this section
specifically dealt with), and continuance of such default or breach for a period 90 days after there has been
given, by registered or certified mail, to the issuer or the City by the Trustee or to the City or the City and
the Trustee by the Holders of at least 10% in principal amount of the Bonds, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" under
the Indenture.
Remedies. A. If an Event of Default occurs, then, and in each and every such case during the
continuance of such Event of Default, the Trustee may exercise any and all remedies available pursuant to law
or granted pursuant to he Indenture.
B. The Trustee will not be deemed to have knowledge of any Event of Default under the Indenture unless
and until it has actual knowledge thereof, or has received written notice thereof, at its corporate trust office
in Los Angeles, California.
No remedy conferred upon or reserved to the Trustee or to the owners is intended to be exclusive of any
other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given
under the Indenture or now or hereafter existing, at law or in equity or by statute or otherwise.
Institution of Legal Proceedings. If one or more Events of Default occurs and is continuing, the Trustee
in its discretion may, and upon the written request of the owners of a majority in principal amount of the Bonds
then outstanding, and upon being indemnified to its satisfaction therefor, may proceed to protect or enforce
it rights or the rights of the owners by a suit in equity or action at law, either for the specific performance of
any covenant or agreement contained in the Indenture, or in aid of the execution of any power herein granted,
or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy
as the Trustee shall deem most effectual In support of any of its rights or duties under the Indenture.
Power of Trustee to Control Proceedings. In the event that the Trustee, upon the occurrence of an Event
of Default, has taken any action, by judicial proceedings or otherwise, pursuant to its duties under the
Indenture, whether upon its own discretion or upon the request the owners a majority in principal amount of
the Bonds then outstanding, it will have full power, in the exercise of its discretion for the best interest of the
owners the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or
other disposal of such action; provided, however, that the Trustee will not, unless there no longer continues
an Event of Default, discontinue, withdraw, compromise or settle, or otherwise disposed of any litigation
pending at law or in equity, if at the time there has been filed with it a written request signed by the owners
of at least a majority in principal amount the Bonds under the Indenture opposing such discontinuance,
withdrawal, compromise, settlement or other disposal of such litigation.
Limitation on Bond Owners' Right to Sue. No owner of any Bond executed under the Indenture will have
the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the
Indenture, unless (a) such owner shall have previously given to the Trustee written notice of the occurrence
of an Event Default; (b) the owners of a majority In aggregate principal amount of all the Bonds then
outstanding have made written request upon the Trustee to exercise the powers hereinbefore granted or to
institute such action, suit or proceeding In its own name; (c) said owners have tendered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request
and (d) the Trustee has refused or omitted to comply with such request for a period of 60 days after such
written request has been received by, and said tender of indemnity has been made to, the Trustee.
RVPUB\JRRL21073 B-7
The Indenture declares such notification, request, tender of indemnity and refusal or omission, in every
case, to be conditions precedent to the exercise by any owner of any remedy under the Indenture, it being
understood and intended that no one or more owners shall have any right any manner whatever by his or their
action to enforce any fight under the Indenture, except the manner herein provided and for the equal benefit
all owners of the Bonds.
The right any owner of any Bond to receive payment as the same becomes due, or to institute suit for the
enforcement such payment, shall not be impaired or affected without the consent such Owner, notwithstanding
the foregoing provisions of this section or any other provision the Indenture.
Application of Revenues and Other Funds after Default. If a default in the payment of the Bonds or any
Parity Bonds has occurred and is continuing, all revenues and any other funds then held or thereafter received
under any the provisions the Indenture must be applied by the City as follows and in the following order.
A. To the payment of any expenses necessary in the opinion of the City to protect the interest of the
owners of the Bonds and payment of reasonable charges and expenses of the Trustee (including reasonable fees
and disbursements of its counsel) incurred in and about the performance of its powers and duties under the
Indenture;
B. To the payment of the principal of and interest then due with respect to the Bonds (upon presentation
of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if
fully paid) subject to the provisions of the Indenture, as follows:
First: To the payment to the persons entitled thereto of all installments of interest then due in the order
of the maturity of such installments, and, if the amount available is not sufficient to pay in full any installment
or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due
thereon, to the persons entitled thereto, without any discrimination or preference; and
Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which have
become due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate
borne by the respective Bonds on the date of maturity or redemption, and if the amount available is not
sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably,
according to the amounts of principle due on such date to the persons entitled thereto, without discrimination
or preference.
Unclaimed Funds
Notwithstanding any provisions of the Indenture, subject to applicable state escheat laws, any monies held
by the Trustee in trust for the payment of the principal or premium, if any, or interest on, any Bonds and
remaining unclaimed for four years after the principal of all of the Bonds has become due and payable
(whether at maturity or upon call for redemption or by declaration as provided in the Indenture), if such
monies were held at such date, or four years after the date of deposit of such monies if deposited after said
date when all of the Bonds became due and payable, will be repaid to the City free from the lien created by
the Indenture, and all liability of the Trustee with respect to such monies will thereupon cease and the Bond
owners may, upon such payment, look only to the City for payment; provided, however, that before the
repayment of such monies to the City as aforesaid, the Trustee may (at the cost of the City) first publish at
least once in a nationally recognized financial publication published in New York, New York, and Los
Angeles, California a notice, in such form as may be deemed appropriate by the Trustee, with respect to the
provisions relating to the repayment to the City of the monies held for the payment thereof.
x~vvt~m~2~o73 B-8
Amendments or Supplements
The City may, by adoption of a resolution from time to time, and at any time, without notice to or consent
of any of the Bond owners, approve an amendment or supplemental Indenture for any of the following
purposes:
(a) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with
any other provision in the Indenture, or to make any other provision with respect to matters or questions
arising under the Indenture or in any supplemental indenture, provided that such action shall not materially
adversely effect the interests of the Bondholders;
(b) to add to the covenants and agreements of and the limitations and the restrictions upon the City
contained in the Indenture, other covenants, agreements, limitations and restrictions to be observed by the City
which are not contrary to or inconsistent with the Indenture as theretofore in effect;
(c) to modify, alter, amend or supplement the Indenture in any other respect which is not materially
adverse to the interests of the Bond owners; or
(d) to maintain the tax exempt status of the interest payable on the Bonds.
Exclusive of the supplemental indentures as provided for above, the owners of not less than 60% in
aggregate principal amount of the Bonds then outstanding will have the right to consent to and approve the
adoption by the City of such supplemental indentures as are deemed necessary or desirable by the City for the
purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms
or provisions contained in the Indenture, provided, however, that nothing in the Indenture will permit, or be
construed as permitting, (a) an extension of the maturity date of the principal of, or the payment date of
interest on, any Bond, (b) a reduction in the principal amount of, or redemption premium on, any Bond or the
rate of interest thereon, (c) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or
(d) a reduction in the aggregate principal amount of the Bonds the owners of which are required to consent
to such resolution or order, without the consent of the owners of all Bonds then outstanding.
RVPLq30'RRL21073 B-9
APPENDIX C
GENERAL INFORMATION ON THE CITY OF RANCHO CUCAMONGA
Introduction
The following information concerning the City and surrounding areas is presented only to provide information
concerning the community, and nothing contained herein is intended to suggest that the City is in any way
responsible, directly or indirectly, for the payment of debt service on the Bonds. The Bonds are not obligations
of the City.
The City of Rancho Cucamonga (the "City") is located in the foothills of the Los Angeles-San Bernardino
Basin in the western portion of the County, approximately 40 miles east of the City of Los Angeles and 18
miles west of the City of San Bernardino. The City covers approximately 34.3 square miles and is bordered
by Ontario on the south, Upland on the west, and Fontana on the east; to the north are Cucamonga Peak and
Mount Baldy.
The City was incorporated November 30, 1997 as a general law city. It is governed by a five-member
City Council which includes a Mayor who is elected at large for a two year term, and four Council Members
who are elected at large for staggered four year terms. The City Council appoints the City Manager and City
Attorney. The City Manager is responsible for the daily administration of City affairs and for implementing
Council policy and program decisions.
The City's General Plan provides a coordinated policy of development planning, balancing residential,
commercial, and industrial expansion. Coordinated transportation planning with the Southern California
Regional Association of Governments and the County of San Bernardino is being provided by a traffic model
that sets forth the optimum size of streets and timing necessary to accommodate traffic on both existing and
future streets.
Population
Prior to incorporation, the area generally within the corporate boundaries experienced a rapid growth in
population. Between 1970 and 1980 the population grew approximately 250%. Between 1980 and 1994 the
population grew approximately 108%. Table C-1 sets forth population estimates for the City, County and State
for the period from 1980 through 1994.
TABLE C-1
CITY OF RANCHO CUCAMONGA
POPULATION ESTIMATES
City of
Year Rancho Cucamonga
Annual Annual
Percentage San Bernardino Percentage
Chant, e County Chan~,e
State of
California
Annual
Percentage
Chanoe
1980 55,250
1985 65,500
1990 98,400
1995 114,600
1996 115,900
1997 116,000
895,016
1,056,900
1,423,800
1,572,700
1,587,200
1,587,400
23,668,145
25,857,500
29,558,000
31,910,007
32,223,000
32,609,000
Source: State Department of Finance.
RVPLrBX3RR~ 1073 C- 1
The Economy
The City is primarily a residential community. 52% of the City is zoned residential, 6% is zoned
commercial, 22% is zoned industrial, 11% is zoned for public/institutional use, and nine percent is zoned for
open space. Table C-2 sets forth the recent history of taxable sales in both the County and the City.
TABLE C-2
COUNTY AND CITY
TAXABLE SALES
SAN BERNARDINO COUNTY
CITY OF RANCHO CUCAMONGA
Taxable
No. of Transactions
Permits (000 Dollars)
Percent
Chanre
Taxable
No. of Transactions Percent
Permits (000 Dollars) Chanre
1988 33,779 $9,537,717
1989 35,042 10,662,647
1990 36,849 11,269,631
1991 37,665 11,070,342
1992 39,911 11,188,389
1993 41,010 11,131,798
1994 41,598 11,843,466
1995 41,683 12,482,309
1,866
2,051
2,225
2,422
2,617
2,660
2,687
2,709
$361,564
417,064
476,610
531,916
579,648
632,037
686,196
769,615
Source' California State Board of Equalization.
Employment
Located in the western portion of San Bernardino County, City residents benefit from a wide
geographical area of employment opportunities in Los Angeles and Orange Counties, as well as local
employment opportunities. Many residents commute to places of employment in both Los Angeles and Orange
Counties. The City is located with the Riverside-San Bernardino-Ontario Standard Metropolitan Statistical
Area (the "SMSA"), which comprises all of San Bernardino and Riverside Counties. Table C-3 is a four-year
summary of employment by economic sector.
RVPUBXJP,_RX21073 C-2
TABLE C-3
ANNUAL AVERAGE WAGE AND SALARY EMPLOYMENT
Riverside-San Bernardino-Metropolitan Area
March 1996 Benchmark
1992-1996
Employment
!992 1993 1994 1995 1996
Total 751,500 755,700 772,800 801,700 830,400
Agriculture (1) 21,900 21,900 21,500 21,800
Mining 1,300 1,200 1,200 1,100
Construction (2) 40,400 37,500 40,300 43,100
Manufacturing 86,800 86,100 88,400 94,400
Transportation & Public Utilities 36,400 37,200 39,100 40,800
Wholesale Trade 31,500 31,900 33,700 35,900
Retail Trade 157,700 162,700 164,500 170,000
Finance, Insurance & Real Estate 31,500 32,000 31,100 29,400
Services 186,500 189,600 195,200 202,600
Government (3) 157,500 155,600 157,800 162,600
22,900
1. 200
46 400
99 200
42.000
37 800
172 100
29 700
211 700
167 400
(1)
(2)
(3)
Excludes farmers and unpaid family workers.
Includes employees of construction contractors and operative builders; does not include force account
or government construction workers.
Includes all civilian employees of federal, state and local government regardless of the activity in
which the employee is engaged.
Source: State Employment Development Department.
~vv~'w~2~o?3 C-3
Table C-4 sets forth a five-year summary of employment, unemployment, and the unemployment
rate for the MSA.
TABLE C-4
CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT
Riverside-San Bernardino-Metropolitan Area
Annual Averages, 1992-1996
Civilian Employed Unemployed Labor Unemployment
Year Labor Force Labor Force (1) Force (2) Rate (3)
1992 684,900 620,600 64,300 9.4 %
1993 672,700 606,200 66,500 9.9 %
1994 677,500 619,300 58,200 8.6 %
1995 682,400 628,500 53,900 7.9 %
1996 695,100 645,100 50,000 7.2 %
(1) Includes persons involved in labor-management trade disputes.
(2) Includes all persons without jobs who are actively seeking work.
(3) The unemployment rate is computed from unfounded data; therefore, it may differ from rates
computed from rounded figures in this table.
Source: California Employment Development Department, based on March 1996 Benchmark
As of June 1995, the largest manufacturing and non-manufacturing firms in the City were:
TABLE C-5
LARGEST EMPLOYERS
City of Rancho Cucamonga
Manufacturing and Non-Manufacturing Firms
Service
Employment
Chaffey College
Sears Credit Center
Alta Loma School District -
Mission Foods
Central School District
TAMCO
Eftwanda School District
County Courthouse
City of Rancho Cucamonga
Frito-Lay
Education
Finance
Education
Tortilia Manufacturer
Education
Steel/Wire Manufacturer
Education
Court Services
Government
Snack Foods Manufacturer
1,018
960
727
600
430
363
353
339
330
325
Source: Rancho Cucamonga Chamber of Commerce, June 1995
10-Jun-97
RVPLrB\JRR\21073 C-4
Table C-6 shows construction activity in the City for the past five years.
TABLE C-6
CITY OF RANCHO CUCAMONGA
BUILDING PERMIT VALUATION
(In Thousands of Dollars)
Residential
!992 1993 1994 1995 1996
New single-family
New multi-family
Additions, alterations
Total Residential
$39,341 $54,603 $75,770 $46,806 $89,906
5,508 10,166 9,110 2,180 748
9.039 9.397 7.949 8.651 0
$53.948 $74.164 $92.830 $57.640
Non-Residential
New commercial
New industrial
Other
Additions, alterations
Total Non-residential
$90.654
$8,072 $1,662 $15,040 $7,587 N/A
121 1,933 15,432 11,315 N/A
5,917 6,745 6,830 8,982 N/A
7.952 8,017 9.581 13.900 N/A
Total Valuation
$22.063 $18.360 $46.880 $41.782
Number of New Dwe!!in[, Units
Single-family dwelling
Multi-family dwelling
Total Units
$76,011 $92,524 $139,710 $99,422
N/A
Source: City of Rancho Cucamonga.
N/A
243 315 460 245 387
69 128 102 24 25
312 443 562 269 412
RVPUBLIR.R\21073 C-5
Table C-7 set forth assessed valuation of property for the City of Rancho Cucamonga.
TABLE C-7
CITY OF RANCHO CUCAMONGA
Assessed Valuation History 1986/87- 1993/94
Before Redevelopment Adjustments
Fiscal Year Local Secured Utility Unsecured Total
Percentage
Increase
1986/87 $2,678,753,824 $311,258,610 $151,427,130 $3,141,439,564
1987/88 3,276,453,488 311,545,190 175,043,138 3,763,041,816
1988/89 3,842,089,811 6,603,300 212,624,063 4,061,317,174
1989/90 4,613,563,132 6,481,996 251,517,317 4,871,562,445
1990/91 5,514,842,348 11,789,655 302,448,845 5,829,080,848
1991/92 6,121,479,538 11,518,465 340,092,869 6,473,090,872
1992/93 6,426,034,492 9,406,074 366,777,098 6,802,217,464
1993/94 6,570,073,161 5,492,700 426,717,891 7,002,283,752
1994/95
1995/96
1996/97
Source: California Municipal Statistics Inc.
Public Utilities and Services
Police protection is contracted from the San Bernardino County Sheriff's Department. A Sheriff's
substation is located within the City limits.
Fire protection and rescue service are provided by the City-managed Fire Protection District, which
covers an area of approximately 53 square miles.
Southern California Edison Company furnishes electricity and Southern California Gas Company
furnishes natural gas to the City.
Industrial waste and sewer services are provided by the Chino Basin Municipal Water District and
water is furnished to the City by the Cucamonga County Water District.
Telephone service is provided by General Telephone Company.
Community Facilities
The City provides four parks and two community centers for residents.
Library services are provided by the San Bernardino County Library System at a branch library
located in the City.
RVPUB~IRR',21073 C-6
Education
Six school districts serve the residents of the City providing local educational opportunities from
kindergarten through junior college. Major colleges and universities are located within commuting distance
to the City providing residents with both public and private educational opportunities in most of the major
professions.
Transportation
Two interstate highways traverse the area. Interstate 10 is located south of the City's boundary and
runs east and west. Interstate 15 in the eastern section of the City runs north and south; thus, the City is linked
by interstate highways to all areas of the State and to other states to the east.
Airline service from Ontario International Airport is provided to approximately 50 cities in the United
States. The airport has the capacity to serve wide-bodied jet airplanes to better serve the increase in passenger
and cargo activity. Ontario International Airport is constructing a new passenger terminal. The new 550,000
square foot facility will have 28 aircraft gates and 10,000 parking spaces to better accomodate the expected
nine million annual passengers. Los Angeles International Airport is located approximately 40 miles to the
west of the City. The Port of Los Angeles, located approximately 45 miles to the southwest, provides major
international cargo and passenger service.
Three transcontinental railroads provide freight service to the City: Union Pacific Railroad, Southern
Pacific Railroad, and the Atchison, Topeka and Santa Fe Railroad. Amtrak provides passenger service to the
City.
Greyhound and Continental Trailways provide transcontinental bus service. The Southern California
Rapid Transit District and Omnitrans furnish intercounty and local bus service.
Airport Expansion
To better serve the increase in passenger and cargo activity, Ontario International Airport is
constructing a new passenger terminal. The new 550,000 square foot facility will have 28 aircraft gates and
10,000 parking spaces to better accommodate the expected nine million annual passengers.
Recreation
The California Speedway is a two-mile tri-oval superspeedway located on 475 acres near Fontana,
in San Bernardino County, approximately ~ miles from the District. The California Speedway has an
ultimate capacity of 107,000, with free parking for over 32,000 vehicles and 117 buses. Total project cost
is approximately $100 million. It is also located near the intersection of U.S. Interstate 10, 15 and 60. The
speedway is approximately five miles from the Ontario International Airport. The California Speedway will
be the only permanent superspeedway in the Southern California region. An area comprising a population of
16,000,000 people within 150 miles of the California Speedway. This region is the second largest economic
area in the United States, having the largest automotive and trucking sales area in the world.
The Epicenter, the City's 6,000 seat stadium, is adjacent to the South side of the District. The
Epicenter, which is home to a minor league baseball team, is a focal point of community activity.
RvPLrB ~iR.R~21073 C-7
(THIS PAGE INTENTIONALLY LEFT BLANK)
RVPUB~-RR~,21073
APPENDIX D
FORM OF OPINION OF BOND COUNSEL
RVPUBX3RR\21073 D- 1
APPENDIX E
Book-Entry-Only System
The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds.
The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership
nominee). One fully-registered bond will be issued for each maturity of the Bonds, each in the aggregate principal
amount of such maturity, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement
of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and
by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
NEITHER THE CITY NOR THE FISCAL AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC
PARTICIPANTS OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED
BY DTC OR ANY DTC PARTICIPANT~ (II) ANY NOTICE (INCLUDING ANY NOTICE OF REDEMPTION) THAT IS
PERMITFED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER AN INDENTURE~ (III) THE SELECTION BY DTC OR
ANY DTC PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE
BONDS (IV) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL,
PREMIUM, IF ANY, OR INTEREST DUE WITH RESPECT TO THE BONDS~ OR, (V) ANY CONSENT GIVEN OR OTHER ACTION
TAKEN BY DTC PARTICIPANTS, AS ASSIGNEES OF DTC AS BONDHOLDER. THE RULES APPLICABLE TO DTC ARE
ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE PROCEDURES OF DTC TO BE FOLLOWED IN
DEALING WITH DTC PARTICIPANTS ARE ON FILE WITH DTC.
Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of Bonds
("Beneficial Owner") is in mm to be recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirrnation from DTC of their purchase, but Beneficial Owners are expected to receive
written confmnations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Ovmer entered into the transaction. Transfer of
ownership interests are to be accomplished by entries made on the books of the Participants acting on behalf of
Beneficial Cheers. Beneficial Owners will not receive certificates representing their ownership interests in the
Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
RVPUB\JRR'x21073 E- 1
To facilitate future transactions, all Bonds deposited by Participants with DTC are registered in the name
of DTC's parmership nominee, Cede & Co. The deposit of the Bonds with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners
of the Bonds; DTC's records reflect only the identity of the Direct Participant to whose account the Bonds are
credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time
to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures,
DTC mails an Ommbus Proxy to an issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited
on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the payable date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on a payable date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not DTC, the Trustee, or the City, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility
of the City or the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of
DTC, and disbursement of such payments to Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time
by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, the Bonds are required to be printed and delivered.
The City may decide to discontinue use of the system of book-entry transfer through DTC (or a successor
securities depository). In that event, Bonds will be printed and delivered.
The information in this appendix concemmg DTC and DTC's book-entry system has been obtained from
sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof.
Procedure in the Event of Revision or Termination of Book-Entry Only System: Replacement Bonds.
The book-entry system with DTC shall be discontinued upon (a) the resignation of DTC from its functions as
depository for the Bonds, (b) a determination by the City that DTC is no longer able to carry out its functions as
depository or (c) a determination by the City that it is in the best interest of the City to remove DTC from its
functions as depository. If the City replaces DTC with another qualified securities depositor5.', a fully registered
Bond for each maturity of each series, registered in the name of the successor, shall be prepared, consistent with
the applicable Indenture. If no successor securities depositor3' is chosen, the Cit3,~ shall execute and the Trustee
shall authenticate and deliver new bonds registered in the names of such persons as are requested by the City.
RVPUBLIRR~ 1073 E-2
APPENDIX F
FORMS OF CONTINUING DISCLOSURE CERTIFICATES
RVPU'BWRR~21073 F- 1
$
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
(Masi Plaza)
LIMITED OBLIGATION IMPROVEMENT BONDS
Developer Disclosure Agreement
THIS DEVELOPER DISCLOSURE AGREEMENT (the "Developer Disclosure Agreement") is
executed and delivered by MASI COMMERCE CENTER PARTNERS, a California parmership (the
"Developer") and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking
association (the "Dissemination Agent") in connection with formation of Assessment District No. 93-1 (Masi
Plaza) (the "District") and the issuance by the Issuer of $ aggregate principal amount City of Rancho
Cucamonga Assessment No. 93-1 (Masi Plaza) Limited Obligation Improvement Bonds, (the "Bonds"). The
Bonds are being issued pursuant to a Bond Indenture (the "Indenture") dated as of ,1997, between
the City of Rancho Cucamonga (the "Issuer") and the Fiscal Agent.
The Issuer, the Dissemination Agent and the Developer hereby covenant and agree as follows:
Section 1. Purpose of the Developer Disclosure Agreement. This Developer Disclosure Agreement is
being executed and delivered by the Issuer, the Dissemination Agent and the Developer for the benefit of the
holders of the Bonds and in order to assist the Participating Underwriters (as defined herein) in complying with
SEC. Rule 15c2-12(b)(5).
Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any
capitalized term used in this Developer Disclosure Agreement unless otherwise defined in this Section, the
following capitalized terms shall have the following meanings:
"Affiliate" shall means (i) any of the following persons or entities: Jack Masi Inc., Masi Rochester
Associates, Masi Commerce Center Partners II, Jack Masi, Jeanme Masi, SMT Masi, Inc. and the Sebastian Masi
Trust, and (ii) any entity with respect to which fifty percent (50%) or more of the ownership or voting power is
held individually or collectively by any of the persons and/or entities listed in the preceding clause (i) and any
other entity owned, controlled or under common ownership or control by or with, as applicable, the Developer,
and includes all general partners of any entity which is a partnership. Control shall mean ownership of fifty
percent (50%) or more of the voting power of or ownership interest in the respective entity.
"Annual Report" shall mean any Annual Report provided by the Developer pursuant to, and as described
in, Sections 3 and 4 of this Developer Disclosure Agreement.
"Disclosure Representative" shall mean the President of the General Partner of the Developer or his or
her designee, or such other officer or employee as the Issuer shall designate in writing to the Fiscal Agent from
time to time.
"Dissemination Agent" shall mean the Fiscal Agent, acting in its capacity as Dissemination Agent
hereunder, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the
Dissemination Agent or Fiscal Agent a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Developer Disclosure
Agreement.
RVPCq3XJR.R'x23534
"National Repository" shall mean an)' Nationally Recognized Municipal Securities Repository for
purposes of the Rule.
"Participating Underwhter" shall mean any of the original underwriter of the Bonds required to comply
with the Rule in connection with the offering of the Bonds.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
"State Repository" shall mean any public or private repository or entity designated by the State as a state
repository for the purpose of the Rule and recognized as such by the Securities Exchange Commission. As of
the date of this Agreement, there is no State Repository.
Section 3. Provision of Annual Reports.
(a) The Dissemination Agent shall, not later than February 1, 1998, provide to each Repository an
Annual Report which is consistent with the requirements of Section 4 of this Developer Disclosure Agreement.
Not later than fifteen (15) Business Days prior to said date, the Developer shall provide the Annual Report to the
Dissemination Agent and the Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent). In each case, the
Annual Report may be submitted as a single document or as separate documents comprising a package, and may
cross-reference other information as provided in Section 4 of this Developer Disclosure Agreement. The
Developer shall provide a written certification with each Annual Report furnished to the Dissemination Agent
and the Fiscal Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished
by it hereunder. The Dissemination Agent and Fiscal Agent may conclusively rely upon such certification of the
Developer and shall have no duty or obligation to review such Annual Report.
(b) If by fifteen (15) Business Days prior to the date specified in subsection (a) for providing the
Annual Report to Repositories, the Dissemination Agent has not received a copy of the Annual Report, the
Dissemination Agent shall contact the Developer and the Dissemination Agent to determine if the Developer is
in compliance with subsection (a).
(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to
Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice to the Municipal
Securities Rulemaking Board in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name
and address of each National Repository and each State Repository, if any; and
(ii) file a report with the Developer and (if the Dissemination Agent is not the
Fiscal Agent) the Fiscal Agent certifying that the Annual Report has been provided pursuant to this
Developer Disclosure Agreement, stating that the date it was provided and listing all the Repositories
to which it was provided.
Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the
following:
RVPUBXJRR~23534 -2-
Status of completion of the public improvements to be constructed as described in the Official
Statement for the Bonds (the "Improvements") which are not funded with the proceeds of the
Bonds.
Statement as to construction loans and any permanent financing with respect to Masi Plaza, as
described in the Official Statement (the "Development") the improvements not financed with
bond proceeds, including loan balance, interest rate, existence of deeds of trust or other similar
encumbrances against the property within the District, existence of any default under any loan
of the Developer or any Affiliate (whether or not such loan is secured by propert), within the
District) and remaining tenn. A statement as to the sufficiency of available funds to complete
the improvements under construction as contemplated.
.
A statement summarizing the current state of phasing and financing of the Development and
presented in the same general form as the information in the Official Statement under the
caption "The District - Proposed Development in the District."
.
A statement summarizing the leasing activity with respect to the Development for the last year
including tenant identification and vacancy rates.
.
Status of any legislative, administrative and judicial challenges to the construction of the
Improvements or the Development as known to the Developer.
.
Total parcels (including the combined acreage thereof) sold and the identification of such
purchaser.
.
Any significant amendments to land use entitlements or legal challenges to the construction of
the Development that are known to the Developer; and development activity in the District in
the prior year as measured by one or more of the following: actual construction, issuance of
certificates of occupancy, transfers of ownership from Developer or its affiliates, or such other
measurement of such activity as is deemed appropriate by the Developer.
A statement summarizing all assessments, special taxes or other liens imposed on the propert)'
in the District imposed by governmental entities other than the Issuer.
9. An update to the sections in the Official Statement entitled" ,"
' , ' , ' ,
Any or all of the items listed above may be incorporated by reference from other documents, including
official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the
Repositories or the Securities and Exchange Commission or any offenng statement of any securities offering of
the Developer or any related party of the Developer. If the document incorporated by reference is a final official
statement, it must be available from the Municipal Securities Rulemaking Board. The Developer shall clearly
identify each such other document so incorporated by reference.
RVPUBXJRRL23534 - 3-
Section 5. Reporting of Significant Events.
(a) This Section 5 shall govem the giving of notices of the occurrence of any of the following events:
(1) Pursuant to the provisions of this Section 5, the Developer shall give, or cause to be
given, notice of the occurrence of any of the following events, if material:
(A)
failure to pay any real property taxes (including the Assessment) levied within
the District on a parcel owned by the Developer or any Affiliate;
(B)
material damage to or destruction of any of the Improvements or the
Development;
(c)
material default by the Developer or any Affiliate on any loan with respect to
the construction or permanent financing of the Development;
(D)
material default by the Developer or any Affiliate on any loan secured by
property within the District owned by Developer or any Affiliate;
(E)
payment default by the Developer or any Affiliate on any loan of Developer
or any Affiliate (whether or not such loan is secured by property within the
District);
(F)
the filing of the Developer or any Affiliate, the general partner of the
Developer or any owners of more than 25% interest in Developer in
bankruptcy or any determination that the Developer or an owner of interest in
Developer or a subsidiary of Developer or any Affiliate is unable to pay its
debts as they become due; and
(G)
the filing of any lawsuit with claim for damages in excess of $1,000,000
against the Developer which may adversely affect the completion of the
Improvements or the development of property within the District or litigation
which would mateddally adversely affect the financial condition of the
Developer.
(2) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the
Developer shall as soon as possible determine if such event would be material under applicable Federal securities
law.
(3) If the Developer determines that knowledge of the occurrence of a Listed Event would
be material under applicable Federal Securities law, the Developer shall promptly file a notice of such occurrence
with the Dissemination Agent which shall then distribute to the Municipal Securities Rulemaking Board and each
State Repository, with a copy to the Issuer and the Fiscal Agent.
Section 6. Termination of Reporting Obligation; Reporting Obligation of Transferees. The Developer's
obligations under this Developer Disclosure Agreement shall terminate upon the defeasance, prior redemption
or payment in full of all of the Bonds. The Developer shall have no further obligation under this Developer
Disclosure Agreement if the Developer and any owners of interest in Developer or a subsidiary of Developer own
undeveloped property which is subject to less than 10% of the Assessment in the current Fiscal Year. If such
termination occurs prior to the final maturity of the Bonds, the Developer shall give notice of such termination
RVPUB~IR.RL23534 -4-
in the same manner as for a Listed Event under Section 5(c). Additionally, the Developer will, in connection with
any sale or transfer of ownership of land within the District whereby the transferee will be responsible for 10%
or more of the Assessment in the Fiscal Year following such transfer, cause such transferee to enter into a
disclosure agreement with terms substantially similar to the terms of this Agreement, or agree in writing to be
bound by the terms and obligations under this Agreement as an additional obligated party.
Section 7. Amendment. (a) This Disclosure Agreement may be amended, by written agreement of the
parties, without the consent of the Owners, if all of the following conditions are satisfied: (1) such amendment
is made in connection with a change in circumstances that arises from a change in legal (including regulatory)
requirements, a change in law (including rules or regulations) or in interpretations thereof, or a change in the
identity, nature or status of the Developer or the type of business conducted thereby, (2) this Disclosure
Agreement as so amended would have complied with the requirements of the Rule as of the date of this Disclosure
Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in
circumstances, (3) the Issuer or Developer shall have delivered to the Fiscal Agent an opinion of nationally
recognized bond counsel or counsel expert in federal securities law, addressed to the Issuer and the Fiscal Agent,
to the same effect as set forth in clause (2) above, (4) the Issuer shall have delivered to the Dissemination Agent
an opinion of nationally recognized bond counsel or counsel expert in federal securities law, addressed to the
Issuer, to the effect that the amendment does not materially impair the interests of the Owners, and (5) the Issuer
or Developer shall have delivered copies of such opinion and amendment to each Repository.
(b) This Disclosure Agreement may be amended, by written agreement of the parties, upon
obtaining consent of Owners of at least 25% of the outstanding Bonds.
(c) To the extent any amendment to this Disclosure Agreement results in a change in the type
of financial information or operating data provided pursuant to this Disclosure Agreement, the first Annual
Report provided thereafter shall include a narrative explanation of the reasons for the amendment and the impact
of the change.
(d) If an amendment is made to the basis on which financial statements are prepared, the Annual
Report for the year in which the change is made shall present a comparison between the financial statements or
information prepared on the basis of the new accounting principles and those prepared on the basis of the former
accounting principles. Such comparison shall include a quantitative and, to the extent feasible, qualitative
discussion of the differences in the accounting principles and the impact of the change in the accounting principles
on the presentation of the financial information.
Section 8. Additional Information. Nothing in this Developer Disclosure Agreement shall be deemed
to prevent the Issuer or the Developer from disseminating any other information, using the means of
dissemination set forth in this Developer Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to
that which is required by this Developer Disclosure Agreement. If the Issuer or the Developer choose to include
any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is
specifically required by this Developer Disclosure Agreement, the Issuer or the Developer shall have no obligation
under this Agreement to update such information or include it in any future Annual Report or notice of occurrence
of a Listed Event.
The Developer acknowledges and understands that other state and federal laws, including but not limited
to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply
to the Developer, and that under some circumstances compliance with this Disclosure Agreement, without
additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under
such laws.
RVPUBLIRRX23534 -5-
Section 9. Default. In the event of a failure of the Developer to comply with any provision of this
Developer Disclosure Agreement, any beneficial owner may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the Developer to comply
with its obligations under this Developer Disclosure Agreement. A default under this Developer Disclosure
Agreement shall not be deemed a default under the Indenture and the sole remedy under this Developer Disclosure
Agreement in the event of any failure of the Developer to comply with this Developer Disclosure Agreement shall
be an action to compel performance.
Section 10. Duties, Immunities and Liabilities of Fiscal Agent and Dissemination Agent. Article VII
of the Indenture is hereby made applicable to this Developer Disclosure Agreement as if this Developer
Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent (if
other than the Fiscal Agent or the Fiscal Agent in its capacity as Dissemination Agent) shall have only such duties
as are specifically set forth in this Developer Disclosure Agreement, and the Developer agrees to indemnify and
save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense
and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorney's fees) of defending against any claim of liability,
but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination
Agent shall be paid compensation by the Issuer for its services provided hereunder in accordance with its schedule
of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the
Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Fiscal Agent
shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to
be acting in any fiduciary capacity for the District, the Issuer, the Bond Owners, or any other party. The
obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent
and payment of the Bonds.
Section 11. Notices. Any notices or communications to or among any of the parties to this Disclosure
Agreement may be given as follows:
If to the Issuer:
City of Rancho Cucamonga
10500 Civic Center Drive
P.O. Box 807
Rancho Cucamonga, CA 91729
Attention: City Manager
Telephone: (909) 477-2740
Telecopier: (909) 477-2849
If to the Dissemination
Agent:
First Trust of California, National Association
333 South Grand Avenue, Suite 3020
Los Angeles, CA 90071
Attention: Corporate Trust
Telephone: (213) 346-9220
Telecopier: (213) 346-9222
RVPUBXJRR~23534 -6-
If to the Developer:
Section 12. Beneficiaries. This Developer Disclosure Agreement shall inure solely to the benefit of the
Issuer, the Developer, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and beneficial
owners from time to time of the Bonds, and shall create no rights in any other person or entity.
RVPUB~RR~3534 -7-
Section 13. Counterparts. The Developer Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Date. ,1997
MASI COMMERCE CENTER PARTNERS, a California
parmership
By:
Its:
FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION
By:
RVPUB~R.R~23534 -8-
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: CITY OF RANCHO CUCAMONGA
Name of Bond Issue:
Date of Issuance:
Assessment District No. 93-1 (Masi Plaza)Limited Obligation Improvement Bonds
[to come]
NOTICE IS HEREBY GIVEN that the Masi Commerce Center Partners has not provided an Annual
Report with respect to the above-named Bonds as required by Section __ of the Indenture dated as of
,1997 between the Issuer and [the Fiscal Agent]. [The Masi Commerce Center
Partners anticipates that the Annual Report will be filed by .]
Dated:
[the Fiscal Agent], on behalf of ISSUER
cc: Issuer
RVPUBLrRR~23534 A- 1
(THIS PAGE INTENTIONALLY LEFT BLANK)
RVPUBLIRR~21073
$
CITY OF RANCHO CUCAMONGA
ASSESSMENT DISTRICT NO. 93-1
(Masi Plaza)
LIMITED OBLIGATION IMPROVEMENT
Continuing Disclosure Agreement
THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement") is
executed and delivered by the CITY OF RANCHO CUCAMONGA, a municipal corporation,
organized and existing under the laws of the State of Califomia (the "Issuer") on behalf of THE CITY
OF RANCHO CUCAMONGA ASSESSMENT DISTRICT NO. 93-1 (MASI PLAZA) (the
"District") and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as dissemination
agent and fiscal agent (the "Dissemination Agent and Fiscal Agent") in connection with the issuance
of $ aggregate principal amount Assessment District No. 93-1 (Masi Plaza) Limited
Obligation Improvement Bonds (the "Bonds"). The Bonds are being issued pursuant to a Bond
Indenture dated as of 1, 1997, between the City and the Fiscal Agent (the "Indenture").
The Issuer, the Dissemination Agent and the Fiscal Agent hereby covenant and agree as
follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Issuer, the Dissemination Agent and the Fiscal Agent for the benefit
of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters
(as defined herein)in complying with S.E.C. Rule 15c2-12(b)(5).
Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply
to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section,
the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Agreement.
"Disclosure Representative" shall mean the City Manager of the Issuer or his or her designee,
or such other officer or employee as the Issuer shall designate in writing to the Fiscal Agent from time
to time.
"Dissemination Agent" shall mean the Fiscal Agent, acting in its capacity as Dissemination
Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer and which
has filed with the Dissemination Agent and the Fiscal Agent a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
RVPUB~R\23540
"National Repository" shall mean any Nationally Recognized Municipal Securities Repository
for purposes of the Rule.
"Participating Underwriters" shall mean the original underwriter of the Bonds required to
comply with the Rule in connection with the offering of the Bonds.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
"State Repository" shall mean any public or private repository or entity designated by the
State as a state repository for the purpose of the Rule and recognized as such by the Securities
Exchange Commission. As of the date of this Agreement, there is no State Repository.
Section 3. Provision of Annual Reports.
(a) The Dissemination Agent shall not later than February 1 of each year, commencing
February 1, 1998, provide to each Repository an Annual Report which is consistent with the
requirements of Section 4 of this Disclosure Agreement; provided that the audited financial
statements of the Issuer may be submitted separately from and later than the balance of the Annual
Report if they are not available by the date required above for the filing of the Annual Report. Not
later than fifteen (15) Business Days prior to said date, the Issuer shall provide the Annual Report to
the Dissemination Agent and the Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent).
In each case, the Annual Report may be submitted as a single document or as separate documents
comprising a package, and may cross-reference other information as provided in Section 4 of this
Disclosure Agreement. The Issuer shall provide a written certification with each Annual Report
furnished to the Dissemination Agent and the Fiscal Agent to the effect that such Annual Report
constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent and
Fiscal Agent may conclusively rely upon such certification of the Issuer and shall have no duty or
obligation to review such Annual Report.
(b) If by fifteen (15) Business Days prior to the date specified in subsection (a) for
providing the Annual Report to Repositories, the Dissemination Agent has not received a copy of the
Annual Report, the Dissemination Agent shall contact the Issuer and the Disclosure Representative
to determine if the Issuer is in compliance with subsection (a).
(c) If the Dissemination Agent is unable to verify that an Annual Report has been provided
to Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice
to the Municipal Securities Rulemaking Board in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report
the name and address of each National Repository and each State Repository, if any; and
RVPUB~RR\23540 -2-
(ii) file a report with the Issuer and, if the Dissemination Agent is not the
Fiscal Agent, the Fiscal Agent certifying that the Annual Report has been provided pursuant
to this Disclosure Agreement, stating that the date it was provided and listing all the
Repositories to which it was provided.
Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by
reference the following:
A statement summarizing all assessments, special taxes and other levies imposed on
property in the District by the Issuer.
.
Annual information required to be filed by the District with the California Debt and
Investment Advisory Commission pursuant to Section 53359.5(b) of the Act as of
February 1, 1998, which shall include, but not be limited to, the principal amount of
Bonds outstanding, the balance in the Reserve Fund (as established by the Indenture),
the balance of capitalized interest in the Redemption Fund (as established by the
Indenture), if any, the number of parcels delinquent in the payment of Assessment, the
amount of delinquent Assessment for each parcel, the length of time that each parcel
has been delinquent, when foreclosure proceedings were commenced on each
delinquent parcel, the balance in the Improvement Fund (as established by the
Indenture), the assessed value of all parcels subject to the Assessment as shown on
the most recent equalized roll.
3. Assessed valuation and Assessment for all parcels within the District.
.
Listing of any District property owned representing more than ten percent of the
Assessment in such fiscal year, the amount of the Assessment against such landowners
and the percentage of such Assessment relative to the entire Assessment within the
District.
.
Any significant amendments to land use entitlements or legal challenges to the
construction of the proposed projects that are known to the Disclosure Representative
of the Issuer.
.
Any changes in the types of public facilities constructed from those stated in the
Official Statement and the status of completion of public facilities constructed or
acquired with the proceeds of the Bonds since the report of the previous year.
.
Development activity or diversification of ownership within the District in the prior
year as measured by one or more of the following: filing of final tract maps, issuance
of building permits for new commercial units, certificates of occupancy, or such other
measurement of such activity as is deemed appropriate by the Issuer.
Any or all of the items listed above may be incorporated by reference from other documents,
including official statements of debt issues of the Issuer or related public entities, which have been
RVPUBXJR. RX23540 -3 -
submitted to each of the Repositories or the Securities and Exchange Commission. If the document
incorporated by reference is a final official statement, it must be available from the Municipal
Securities Rulemaking Board. The Issuer shall clearly identify each such other document so
incorporated by reference.
Section 5. Reporting of Significant Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of the
following events:
1. Delinquency in payment when due of any principal of or interest on the Bonds.
2. Occurrence of any event of default under and as defined in the Indenture
(other than as described in clause (1) above).
3. Amendment to the Indenture or this Disclosure Agreement modifying the
rights of the holders of the Bonds.
4. Giving of a notice of optional or unscheduled redemption or any Bonds.
5. Defeasance of the Bonds or any portion thereof.
6. Any change in the rating, if any, on the Bonds.
7. Adverse tax opinions or events affecting the tax-exempt status of the Bonds.
.
.
difficulties.
Any unscheduled draw on the Reserve Fund reflecting financial difficulties.
Any unscheduled draws on any credit enhancement reflecting financial
10. Any change or substitution in the provider of any credit enhancement, or any
failure by the credit enhancer to perform on the credit enhancement.
11. The release, substitution or sale of property securing repayment of the Bonds
(including property leased, mortgaged or pledged as such security).
(b) The Fiscal Agent shall, promptly after obtaining actual knowledge of the occurrence
of any of the Listed Events (except events listed in clauses (a)(1), (4) or (5)), contact the Disclosure
Representative, inform such person of the event, and request that the Issuer promptly notify the
Dissemination Agent in writing whether or not to report the event pursuant to subsection (f) and
promptly direct the Fiscal Agent whether or not to report such event to the Bond holders unless
otherwise required to be reported by the Fiscal Agent to the Bond holders under the Indenture. For
purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Events
RVPUB~R.R\23540 -4-
shall mean actual knowledge by the officer at the office of the Fiscal Agent with responsibility for
matters regarding the Indenture.
(c) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, whether
because of a notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the Issuer
shall as soon as possible determine if such event would constitute material information for holders
of the Bonds under applicable Federal securities law, provided, that any event under subsection (a)(6)
will always be deemed to be material.
(d) If the Issuer has determined that knowledge of the occurrence of a Listed Event would
be material under applicable Federal securities law, the Issuer shall promptly notify the Dissemination
Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence
pursuant to subsection (f).
(e) If in response to a request under subsection (b), the Issuer determines that the Listed
Event would not be material under applicable Federal securities law, the Issuer shall so notify the
Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence
pursuant to subsection (f).
(f) If the Dissemination Agent has been instructed by the Issuer to report the occurrence
of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the Municipal
Securities Rulemaking Board and each State Repository. Notwithstanding the foregoing:
(i) notice of the occurrence of a Listed Event described in subsections (a)(1), (4)
or (5) shall be given by the Dissemination Agent unless the Issuer gives the Dissemination
Agent affirmative instructions not to disclose such occurrence; and
(ii) notice of Listed Events described in subsections (a)(4) and (5) shall not be
given under this subsection any earlier than the notice (if any) of the underlying event is given
to owners of affected Bonds pursuant to the Indenture.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all
of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give
notice of such termination in the same manner as for a Listed Event under Section 5.
Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out their obligations under this Disclosure Agreement,
and may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Fiscal
Agent shall be the Dissemination Agent. The Dissemination Agent may resign by providing thirty
days' written notice to the Issuer and the Fiscal Agent. Upon receiving notice of such resignation,
the Issuer shall promptly appoint a successor Dissemination Agent by an instrument in writing. Any
resignation or removal of the Dissemination Agent shall become effective upon acceptance of
appointment by the successor Dissemination Agent.
RVPUB\JRRX23540 -5-
If no appointment of a successor Dissemination Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Dissemination Agent shall have given
to the Issuer written notice or after a vacancy in the office of the Dissemination Agent shall have
occurred by reason of its inability to act, the Dissemination Agent or any beneficial owner may apply
to any court of competent jurisdiction to appoint a successor Dissemination Agent. Said court may
thereupon, after such notice, if any, a such court may deem proper, appoint a successor Dissemination
Agent.
If, by reason of the judgment of any court, or reasonable agency, the Dissemination Agent is
rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of
the Dissemination Agent hereunder shall be assumed by and vest in the Issuer in trust for the benefit
of the beneficial owners. The Issuer covenants for the direct benefit of the beneficial owners that its
Finance Director in such case shall be vested with all of the rights and powers of the Dissemination
Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the
Dissemination Agent hereunder, in trust for the benefit of the beneficial owners of the Bonds. In such
event, the Finance Director may designate a successor Dissemination Agent qualified to act as
Dissemination Agent hereunder.
Section 8. Amendment. (a) This Disclosure Agreement may be amended, by written
agreement of the parties, without the consent of the Owners, if all of the following conditions are
satisfied: (1) such amendment is made in connection with a change in circumstances that arises from
a change in legal (including regulatory) requirements, a change in law (including rules or regulations)
or in interpretations thereof, or a change in the identity, nature or status of the Issuer or the type of
business conducted thereby, (2) this Disclosure Agreement as so amended would have complied with
the requirements of the Rule as of the date of this Disclosure Agreement, after taking into account
any amendments or interpretations of the Rule, as well as any change in circumstances, (3) the Issuer
shall have delivered to the Fiscal Agent an opinion of nationally recognized bond counsel or counsel
expert in federal securities law, addressed to the Issuer and the Fiscal Agent, to the same effect as set
forth in clause (2) above, (4) the Issuer shall have delivered to the Dissemination Agent an opinion
of nationally recognized bond counsel or counsel expert in federal securities law, addressed to the
Issuer, to the effect that the amendment does not materially impair the interests of the Owners, and
(5) the Issuer shall have delivered copies of such opinion and amendment to each Repository.
(b) This Disclosure Agreement may be amended, by written agreement of the
parties, upon obtaining consent of Owners of at least 25% of the outstanding Bonds.
(c) To the extent any amendment to this Disclosure Agreement results in a change
in the type of financial information or operating data provided pursuant to this Disclosure Agreement,
the first Annual Report provided thereafter shall include a narrative explanation of the reasons for the
amendment and the impact of the change.
(d) If an amendment is made to the basis on which financial statements are prepared,
the Annual Report for the year in which the change is made shall present a comparison between the
financial statements or information prepared on the basis of the new accounting principles and those
prepared on the basis of the former accounting principles. Such comparison shall include a
RVPUBXJRR\23540 -6-
quantitative and, to the extent feasible, qualitative discussion of the differences in the accounting
principles and the impact of the change in the accounting principles on the presentation of the
financial information.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed
to prevent the Issuer from disseminating any other information, using the means of dissemination set
forth in this Disclosure Agreement or any other means of communication, or including any other
information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which
is required by this Disclosure Agreement. If the Issuer chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically
required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure
Agreement to update such information or include it in any future Annual Report or notice of
occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Issuer or the Fiscal Agent to comply with
any provision of this Disclosure Agreement, any beneficial owner may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the Issuer or the Fiscal Agent, as the case may be, to comply with their obligations under this
Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed a default
under the Indenture and the sole remedy under this Disclosure Agreement in the event of any failure
of the Issuer or the Fiscal Agent to comply with this Disclosure Agreement shall be an action to
compel performance.
Section 11. Duties, Immunities and Liabilities of Fiscal Agent and Dissemination Agent.
Article VII of the Indenture is hereby made applicable to this Disclosure Agreement as if this
Disclosure Agreement were (solely for this purpose) contained in the Indenture and the Dissemination
Agent shall be entitled to the protection, immunities and limitation of liabilities afforded to the Fiscal
Agent thereunder. The Dissemination Agent (if other than the Fiscal Agent or the Fiscal Agent in its
capacity as Dissemination Agent and the Fiscal Agent) shall have only such duties as are specifically
set forth in this Disclosure Agreement, and the Issuer agrees to indemnify and save the Dissemination
Agent and the Fiscal Agent, their officers, directors, employees and agents, harmless against any loss,
expense and liabilities which it may incur arising out of or in the exercise or performance of its powers
and duties hereunder, including the costs and expenses (including attorney's fees) of defending against
any claim of liability, but excluding liabilities due to the Dissemination Agent's or Fiscal Agent's
negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Issuer
for its services provided hereunder in accordance with its schedule of fees as amended from time to
time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the
performance of its duties hereunder. The Dissemination Agent and the Fiscal Agent shall have no
duty or obligation to review any information provided to it hereunder and shall not be deemed to be
acting in any fiduciary capacity for the District, the Issuer, the Bond Owners, or any other party. The
obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination
Agent and payment of the Bonds.
Section 12. Notices. Any notices or communications to or among any of the parties to this
Disclosure Agreement may be given as follows:
RVPLrB\JRR\23540 -7-
If to the Issuer:
City of Rancho Cucamonga
10500 Civic Center Drive
P.O. Box 807
Rancho Cucamonga, CA 91729
Attention: City Manager
Telephone: (909) 477-2740
Telecopier: (909) 477-2849
If to the Fiscal Agent:
First Trust of California, National Association
333 South Grand Avenue, Suite 3020
Los Angeles, CA 90071
Attention: Corporate Trust
Telephone: (213) 346-9225
Telecopier: (213) 346-9222
If to the Dissemination
Agent:
First Trust of California, National Association
333 South Grand Avenue, Suite 3020
Los Angeles, CA 90071
Attention: Corporate Trust
Telephone: (213) 346-9220
Telecopier: (213) 346-9222
Any person may, by written notice to the other persons listed above, designate a different address or
telephone number(s) to which subsequent notices or communications should be sent.
Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
Issuer, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and beneficial
owners from time to time of the Bonds, and shall create no rights in any other person or entity.
RVPUB\J-RR\23540 - 8-
Section 13. Counterparts. The Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Date: ,1997
CITY OF RANCHO CUCAMONGA
By:
Authorized Signatory
FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION
By:
Authorized Officer
RVPUB\JRR~.3540 -9-
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: CITY OF RANCHO CUCAMONGA
Name of Bond Issue: City of Rancho Cucamonga Assessment District No. 93-1 (Masi Plaza)
Limited Obligation Improvement Bonds
Date of Issuance: [to come]
NOTICE IS HEREBY GIVEN that the City of Rancho Cucamonga has not provided an
Annual Report with respect to the above-named Bonds as required by Section ~ of the Indenture
dated as of ,1997 between the Issuer and [the Fiscal Agent]. [The
Issuer anticipates that the Annual Report will be filed by . ]
Dated:
[the Dissemination Agent],
on behalf of ISSUER
cc: Issuer
RVPUB\JR.R\23540 A- 1