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HomeMy WebLinkAboutRES 89-79DrPRjou 1-210021 D/ I W 08 / 17/B 9 RESOLUTION NO. Bj.V9___ SESOLUTION OF THE CITY COUNCIL CF CITY OF DIAMOND 5AR, CALIFOWNIA, AUTHORIZING THE ISSUANCE OF 1AX AND REVENUE ANTICIPATION NO'-IFFS TO PAY 1 ':.'- P_ -u;5 CPERATING EXPENSES TAND 07-ilER GFT,I('_P_T10N'S GF THEE CITY, PROVIDING FOR THE: PAYMENT OF SUCH N07 ES, AND MAKING OTHER DETERMINATiONS IN CCHNECTION THEREWITH. NHEREAS pursuanL to Article 7.6, (' ha p t e r 4 , Part 1, Division 2, T.t1e 5 of the Government code of the State 0: California (ihe "Government Code"), the City of Diamond 2ar, California (the -City") , is authorized to (i) issue tax and revenue anzicipation notes the proceeds of which will be used and expendec.", for certain purposes, including current operating expenses, prior to Lie receipt of certain anticipated revenues, and (A) pledge certain mcneys to be received by the City for the payment of such notes and the interest thereon; and WHEREAS, the City presently anticipates issuing tax and revenue anlicination notes for such purposcs for ALS 1735-90 fiscn.l. %W, r. OR's BE IT RESULVED, DETERMINED AND GFSEMnO 0' THE CITY COUNCIL OF HE. CITY OF DIAMCNO ShR, CAL1F3Zn!A AS =LCAS: KectiLin 1 . As qsed i n this REsolution, unless t he context shall Aherwise require, the following twims shall have the 011cwing respective meanings: 'Beneficial Cwner" means, wheneqex used with respect to a Note, the person in whose nave such Note is recorded as the beneficial cyner of such Note b,.,.- Participant cm thy_ records hE---- records of such Participant or such person's subrcgee. "Cede & Co. " means Cede & Co. , the nominee of DIT, and any successor nominee of DTC with respect to the Notes. "DTC" means 7 to DepDsitwiy Trusr CarpEny, a I imi 7ed ru i pov(' trust ccmpany organized under the l of the SL to of Ne-.: York, and :ts successors ond assigns. "Notes" rReans the Notes of the City authorized Q this Resolution. "Representation Letter" means the Representation Letter from the City to DTC with respect to tne Notes. �. Fecticn 2. Tax and Revenue Anticipation Notes (the "Notes"} of the City in the principal amount of $3,000,000 are ho-reby authorised to be issued to pay current operating expenses and other obligations for the 1989-00 fiscal year of the City in anticipation of the receipt of revenues anticipated to be received in such fiscal year. Said Notes shall be dated September 5, 1989 and shall mature, without option of prior redemption., on September 4, 1990. The Notes shall be designated "1989 Tax and Revenue Anticipation Nctes", shall be numbered consecutively from one (1) upwards, and shall be in denominations of $1,000 or integral r, l.. I t i 1J e s 1 P . {J. 1. f..: ".I 1 • t .. ._ .. r. s a '. .� a ti 1 _ (< L _ t 1_ x `.d i. a _ _ tE „} c r' aS is Li" is t: C , c 'a. vC _ ._I'.i l%1' f til ;e _. _ n c i pall c)f nn,. s_.' e s -_,n ILhe .IN cl...:,1 _:!,a.1l b ya,):-'Ie, at- : la u t`, upon the surrender thereof, in lawful money of the ?united States of rica. The Notes when issued will be (i) registered in the name: cf Cede & Co., as nominee of DTC and (ii) deposit med with LTC to be Held in trust until maturity. Only one Note will be initially issued in the aggregate principal amount of $3,000,000. Purchases of o:anership interests in the Notes will be made in book -entry form in denominations of $1,000 or any integral multiple thereof. 5eneficial Owners of the Notes will not receive certific6«..es representing their interest in the Notes. Unless the C:it"T determines otherwise, transfers or exchances of c.-nersh p inf.lest in the Notes niay be accorrpIished via book -entry transact. ions only, . s _rtecorded the t:CC'k- ritry system est_? i-i___r._ .h?d ^y . � 1; d Notes s�csl._ be 1SS�iE'.d lrl 5u�� _ +�.. r, _ .t t a c h ed .ereto as Exhibit "A" and hereby -,ade a _ :?__ ._.;.`... SeCti0n 7, a) Pur,5uant to Sei= ^n _ CSOI' _. Litcn, 4 it'I', I E:S -eC t. tO MSt'terS relating tC _ _._-_ ._ _s' rr_a''jesteC7 by the Orialna1 purchasers of the 1''O`es e X C t� Pt HS provided in subparagraph (c) hereof, all cf the Notes shall be registered in the name of Cede & Co., as nominee for DTC. Payment of ;_nterest and principal for any Note registered in the nate of Cede & Co. shall be made pursuant to the Representation Letter. (b) Upon initial issuance, the City may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for the purposes of payment of the principal or interest on the Notes. The City shall have no responsibility or obligation to any Participant, Ray person cl.aiminc a benefici`! cEwnership int -rest in the Notes .;nc`•e--r or th,oi.)gh DTC or any _TnF rac.LP�5nt, 1 :' itti ze t=(':t" to the accu,,;; .acv t_i cfiy Lf :'; ids i.ini:aiicd �,,' D' C Or yIi y %':.rt=.c`-7r_.:t; with respect to the payment by DTC or any Participant of any amcunt in respect of the principal or interest on the Notes. The City shall pay all principal and interest on th.e Notes only to Cede b Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal and interest on the Votes to the extent of the sum or -um,s so paid. No person other than DTC shall receive an executed Note pursuant to the resolution. Upon delivery by DTC to the City of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Note will be transferable to such r:ew nominee in accordance with subparagraph (f) hereof. (c) In the event the City determines that it is --n the best interest of the Beneficial Holders that they be able to obtain Note certificates, the City may notify DTC, whereupon DTC will notify the i `.. I tS, ,L t�1� 2�'dl.lai lilty C. 1TG..1.3L;r't._Ti�!'l',.-of Nk:; :e C''.:ri_s.t `t S [ve;lt, t}"re is3t!_.'s will be t.. _i t:vfti"rab,- Ira tt..i.. ?::i3 ,:-L .fit.'�.�a,r.,.h (. ) iii"rer''.i ::7`.��., ;"'�'y C.!. '...1.:2.f(;lli�=.' t; .7 v..= ..T_:`_ y.:...�k.:._ t-._;:tiid. T. its services with respect to the Notes at any time by giving notice to the City and discharging its responsibilities with respect thereto Linder applicable law. In such event the Notes wi.11 be transferable in accordance with subparagraph (f) hereof. N he -;ever DTC requests the City to do so, the City will cooperate .with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the Notes. In such event the Notes will be transferable to such securities (-,epository in accordance with subparagraph (f) hereof . (d) t'?otf.i.hstan(4ina to the contrary, so long as any any c,'_:,e Note rovi.-_-:iIn :;f i_ registerr-:rd ,',ua Pe:5C)=. -:1r. t`%e r ;° r; o . Cede & Co., as nominee of DTC, all payments w _t respect t- the principa= and interest on such Note shall be sue and ;.ivern, -s-ectively, to DTC as provided in the Represe:ita-"._n Lettor. (e) The City Treasurer is authorized to execute and deliver a Representation Letter to DTC setting forth certain :natters with respect to, among other things, payments on t- lie Notes which Representation Letter shall be in such form as the City Treasurer approves. (f) In the event that any transfer or exchange of Notes is permitted under subparagraphs (b) cr (c) hereof, such transfer or exchange shall be accomplished upon receipt by the City from the registered owner thereof of the 'dotes to be transferred or exchanged al:d appropriate instruments cf tragi-,fer. to :the p<rrr!at:trr3 transferee, all. in accordance ,Y -lith the 'applica,Lle 'provisions of the R�sO.lutiOli. i +}:e event NetF ceiti: _.cates G_- _ _ t;: l:r,lders other than & Co., its successor as nominee for UTC: as holder of all Notes or another securities depository as holder of all the Notes, the provisions of the Resolution shall also apply to, arr!orig other things, the printing of such certificates and the method of payment of principal of and interest on such certificates. Section 9. The Notes shall be issued in anticipation of the receipt of unrestricted funds to be received or accrued during the City's 1969-90 fiscal year, including taxes, income, revenues, cash receipts, and other moneys intended as receipts for the General Fund and other unrestricted funds of the City and which are generally available for the payment of current expenses and other obligations of the City (the "unrestricted Funds"). As of the date hereof, the City has not pledged any of said Unrestricted Funds to the payment of any notes, bonds, certificates or other obligations of the City. Section 5. The City hereby pledges to the pa­—e—nt of t -he Motes the Unrestricted Funds expected to be received as follows: the first $500,000 thereof in December 1989; the first $500,000 tr;ereof in January 1990; the first $500,000 thereof in February, 2990; the first 5,500,00.0 thereof in March, 1.990; the first $400,000 irI .h f�I�t FCS'), V { '' -.In r 5.th n atl.?'... •ii1 lE",_ _t.C, 'N'c'y' t:. P_ 1nt.:el'i?:;t c-t?l the .7ai.._( _.I� (all v _aid t)Gi tions of he Unrest" icted Funds P I e dc: ed to pay Lhe principal of and interest on the Notes hereinafter referred to as tt-:e "Pledged Revenues") . The principal of the No Les and the interest thereon shall constitute a first lien and charge against the Pledged Revenues and shall be payable from the first moneys received by the City from such Pledged Revenues. All of said Pledced Revenues as and ..,hen received shall be subject to such lien and charge. Said Notes shall be general obligations of the City and, to the extent not paid from the Pledged Revenues, shall be paid with interest thereon from any other moneys cf the City lawfully available therefor. Each Note shall be secured by the Pledged F.evenues r '_ably according to the amount of principal a:;d ;T1 rC_; due thereon. To the extent ':votes in an athan less han SJ , OC -0' , 0:1 c.. e 1 e,, -ear ter sold Pursuant- �-:eret_o, the amcunt of _`! ;aged i; 'J F" t`. in each month shall be reduced proportionally. SEaCticn 6 Said Notes are heret:y + ras nn,a qualified. tax-exe;rpt oblications" pursuant to thil- p:ovisiuns .f he Internal Revenue Code of 1986, as amended (the "Code") In making such desionation it has been determined that: (a) the City does not reasonably anticipate that the amount of "qualified tax-exempt obligations" to be issued by the City during the current calendar year will exceed $10,000,000; and (b) the amount of "qualified tax-exempt obligations" issued by the City during the current calendar year does not as of this date, and including this issue, exceed': $10,G00,000. Section 7. A.l1 Fledged Revenues as and wfien received and any other lawfully available funds of the City as appropriated or allocated for the payment of the Notes, shall be deposited by the City in a special fund to be applied only to the payment of the Notes and the interest thereon. Such fund is hereby established and designated: "1989 Tax and Revenue Anticipation Note Repayment Account" (the "Note Repayment Account" or the "Account"). In the event that in any of the months referred to in Section 3 hereof, Pledged Revenues received by the City are insufficient to permit deposit into the Note Repayment Account of the full amount of Pledged Revenues required to be deposited in such month, then the _ 4 _ a.ount of any deficiency in such deposit shall be satisfied and made up by the last business day of such month, from any other moneys of the City lati•.fu1ly available for the payment of the Notes and interest thereon. The Account will be geld by and maintained with the City Treasurer of the City. Ail Pledged Revenues and any other moneys or investments deposited in the Account shall be held in trust for the benefit of the holders of the Notes, and shall be applied only upon the maturity of the Notes to pay the principal thereof and the interest c-ec.n. !,IoneyE eu—s i.ted iii t::Jh 7'.1: ma = r, not be Uc,,-d or =,,, r>t}.e:r purpose. ,.r,e,ys in the ,>.c'cot; 7t ;?ay be ..riv..st_,d uis(--retion of t h : City n such ii1Lest: _ :ts �..:r __tt`d by Section 53601 of the Government Code, including, but not li.nited to, the following investments provided such investments mature at such ties and in such principal arr,ounts as to permit the timely disbursement from the Account as herein provided. r,ny investment securities deposited in the Tccount must meet all the requirements for investment securities purchased with moneys in the Account and, in addition, at the time of their deposit must have a r,arket value equal to at least 100% of their stated par value. (a) United States Treasury notes, bongs, bills or certificates of indebtedness, or those for which the faith and credit of the united States are pledged for the F�r;_ y,nt L. of rinciNc,1 and interest. (b) Obligations issued by banks for cocper at4 V(:S, feeler. a land banks, federal intermediate credit. banks, --=decal hope, loan ranks, the Federal Home Loan Bunk Board, the Tf-nnossee vc,__e}- Authority, or in obligations, participations cr other instrur—int.s of or issued by, the Federal National Mortgage Association; or in guaranteed portions of Small Business Administration notes; or in obligations, participations, or other instruments of or issued by a federal agency or a United States government-sponsored enterprise. (c) Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as bankers' acceptances, which are eligible for purchase by the Federal Reserve System. Purchases of bankers' acceptances may not exceed 270 days, maturity or 400 of the moneys deposited in the Account which may be invested. No mcfe '_han 30% of such funds may be invested in the "bankers' acceptance of any one commercial bank. (d) Investments in repurchase agreements provided that each such repurchase agreement (i) is acceptable in form to the City Treasurer, (ii) provides that such agreement constitutes a purchase and sale of securities and is not a loan of funds by the City, (iii) provides for the physical transfer of certificated United �. States Government Obligations to the custody of the City Treasurer, or to a custodial account in the name of the City Treasurer with the Federal Reserve Bank in San Francisco and for the registration of title to "book entry" United States Government Obligations to the City Treas-urer in the Federal Reserve Bank in San Frarcisco, (iv) provides "hat United States Government Obligations acquired pursu&nt to such repurchase agreements shall be valued at least Quarterly at the lower of the then current market value thereof or the repurchase price thereof set forth in the applicable repurchase agreement, (v) is with any state or national bank with a rating on short-term cbligations of P-1 or better from Moody's Investcrs Service and A-1 or better from Standard & Poor's Corporation, and (vi) provid s that the City treasurer may sell the related obligations if the other party to the applicable repurchase agreement shall fail to promptly c: .:e s ch r)hI _ ation on til re uir -d by the r pur h:a _ e c.a q 1 r.(_fe: e1it:. lac, i el:ill ' h -p_Jrchase Aci-ci-27m:nt" e 'S <- _acs, F=s y tIIC CI."LY I _.surer: I.;u Ji. ':t _o :n :ire- - t- },y „Lrr the seller will repurchase such securities on or before a specified date, or on the demand of either party, and for a specified amount. Such securities shall mean securities of the sale issuer, description, issue date and maturity. (e) Certificates of deposit issued by a nationally or state -chartered bank 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 {i.i) continuously and fully secured by such securities as are described above in clauses (i) ar.a (b), :which c alave a - marked v,.iL)e (CXcluslve of accruCt. i n E- - - •:eek 1y C t least 110% cf t'ne pr_ncipaI amount III c:. ce'rL I_ i .urees of deposit, Q1: (Ili} continuously and fully sfCll r ?c oVi._iE t 1n `ection 53651 (T.) cf the Government Code. (,f) State of Ca' ifornia Isocal z. ency I, Investment earnings are not required to be retained in the Account, and such investment earnings shall not be considered as money in the Account for any purpose under this resciution. At such time when the amount in the Account is sufficient to pay all principal ..nd interest on the Notes at maturity, the City shall not be required to make any further deposits therein, and any excesses may, upon written request by the City, be withdrawn from the Account and applied by the City for any lawful purpose. Section 9. The proceeds of the Notes shall be deposited in the City's General Fund, and may be expended for the purposes for which the Pledged Revenues are to be received. - 6 - Section 8 - The principal a csnt D t:he � ­;te!. gk�tfier :lith the intt est t.,ere :n, pursuant to ?.rt ic_ t . r ,.ter 4. Part 1, U:ivis.i,"n Z, ._t__ _ of _he Go ..r r; -yen~ Ccde d.J s ti_t exc -aeri 85% of the estimated amount of the uncollected income, revenue, cash receipts, and otter moneys of the City which will be available for the payment thereof. Section 9. The proceeds of the Notes shall be deposited in the City's General Fund, and may be expended for the purposes for which the Pledged Revenues are to be received. - 6 - Suction 10. The Notes shall be executed in the name of the City i y the facsimile signature of its City Treasurer and shall be countersigned by the facsimile signature of its City Clerk, -and the seal of the City shall be affixed, imprinted, or otherwise reproduced on each of said Notes. Section 11. The City shall at all tir-.es do and perform all acts and things necessary or desirable in order to assure that interest paid on the Notes shall, for the purposes of federal income taxation, be excludable from the gross income of the recipients `.. .-of and F''�. f rCiT; 7-ocn taxat:.,-%n. ile �::t f:V tit.-, i1 ''t -.t is ]' t Y 'T r _ -i ! \? _. t "l i L' .. o c e ,~..'. s wo f t.. 3 .' e N_ _: (_'.s t 1 i. .'t 1h us,�d dl: t.'r'_itr CCT .:i T�.ir .. ... c'.t: :. .,'i .. o f.'.- ::.n securities or obligations, the acquisition of %,7hich would cause any Note to to an "arbitrage bond" as defined in 148 of the Internal .Revenue Code of 1986, as amended. The City Treasurer is hereby authorized to execute an Arbitrage and Use of Proceeds Certificate with respect to the Notes for and on behalf of the Ci -y. Section 12. It is hereby covenanted and warranted by the City that all recitals and representations contained in this resolution are true rnd correct, and that the Cit-., acting through its ;appropriate officers, has taken or will take =11 steps necessary to be taken, to be and remain eligible to collect-., and to collect ti.e P_efgca Revenues des cribed h!_rein in the t_Yes anticipate:i in accordance with all ap_ ciLIe and r qulaticns, in or_dei. to provi3e for the prompt p «=r,t of I - he Dotes authorized 'herein and to comply wits, the p�:. _sinn, f this eso1utic:n. Section 13. The City Clerk shall cert.fy to the adoption of this Resolution. PASSED, APPROVED AND August_ , 1989. ATTEST: tl�tyl,elerk of the City of Diamond Bar, California Approved as torm: zxoiu� �4 — City Attorney 7 _. ADOPTED this 29th day of Mayor of the City Kf Diamond Bar, California STATE OF CALIFORNIA } COL'N 1 Y OF LOS ANGFL KS } CITY OF DIA.1-IGND BAR ) I, Lvnd.aBurcfes_s City Clerk of the City of Diamond Bar, California, hereby certify that the f.oregoir.g Resolution No. 89-79 _ was passed and adopted by the City Council of the City of Diamond Bar, signed by the Mayor, and attested to by the City Clerk at a regular meeting of said Council held on the 29th z1 day Of 3!,C St r 1989, and that said Resolution was _.__ od pt 'c Jy tI -,e C1 10-"i11u tete, tO 'µJit: !y E� Council ileiriLers For.'b.ing, I* llcl, W : .ar, Nayor Papen NOES: Council Members None ABSENT:Council Members Mayor Pro Tem Horcher 7144-X-4, C y erk of the C y of Diamond Bar, California STi'!E OF' CnLI:FGR;';Ir. ) COUNTY OF .IOS ANGE � S } CITY OF PI.iyMOND BAR } I, the undersigned, City Clerk of the -S.r, California, DO HEREBY CERTIFY that the ao,")ve and foregoing is a full, true and correct copy of Resolution No. 8.9_'i9 , approved and passed, Auqust 29 1989, and that same has nit been amended or repealed Dated: __Au tg ist 29,_1989 ( SEAL)14t! . Ca1 �'.Ct E L.. � f Tt7 c3„St1_i� - 8 - EXHIBIT "A" No. R-1 FORM OF NOTE United States of America State of California CITE' OF DT%JfOND RAP 1989 TAX I-L.ND 1:rVENUEANTICIPATION NOTE $3,000,000 Interest Rate: Oriainal Issue Date: Maturity Date: CUSIP: September 5, 1989 September 4, 1990 Registered -Owner: Cede & Co. r j n c i p a 1T Amount: THREE MILLION DOL -ARS FOR VALUE RFCEIVED, the City of Diamond Bar, California, (the "City") , duly.. created and existing under the laws of the State of California, promises to pay (but solely fl -le "uIt 1-1 s hereinafter men tic-ned) to the registered -blcve riLn-1 registered (herein s o me t imes r ef e r re'd C) stered assigns as -fir;_ reg-.stered n e r the Principal Akm o u n t as 1,c v e set f 0 r t 11 3 Both principal cf and interest on this Note wbl_ 1- 1: ill 1 w f u, money of the United States of .2imerica on the maturity c -a -Le f -L- h Notes in the manner sen,_- forth in the Representation This Note is one of an authorized issue of $3,000,000, the Notes of which are of like tenor except as to number and denomination, and is issued pursuant to Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code of the State of California, and a resolution duly adopted by the City Council. of the City on August 1, 1989 (the "Resolution"). Payment of the principal of and interest on this Note is secured by, a pledge of unrestricted funds expected to be received by the City including taxes, income, .-e-venue, cash rec-pipts, and D h e r M C TI e. Y S i n "I e :-1 d e d a i- 12,-- e t s f :) r t h e C- i -_ r a I Ft i in (.1, ^.d e unrestricted funds of the City ana which are generally available for the payment of current expenses and other obligations of the City during its 1989-90 fiscal year ("the "Unrestricted Funds"). The City has pledged to the payment of the principal of the Notes the Unrestricted Funds expected to be received as follows: the first $500,000 of such revenues in December 1989; the first $500,000 of such revenues in January 1990; and the first $600,000 A - 1 together with an amount sufficient t:o pay the interest on the Votes in June 1990. The Notes are cer;eral obligatio:7s of the City, and, to the extent not paid from said pledged moneys, the ?Notes shall be paid with interest thereon from any other moneys of the City lawfully available therefor. The Notes are issued only in fully registered form, in the name of Cede & Co., as registered owner and nominee for the Depository Trust Company ("D`1'C"). Purchases of ownership interests in the Notes will be made in book -entry form, in uencininations of $1,000 or any integral multiple thereof. 7 4 n es {_..._`: Ce,"t_%__ �t.�' ._sl?7 -•=i -`i.et ...`i'1. -._r; of I:': C, to i i:e s;.:e:r r i s _ ; o- t. _.. of transfer, exchange or payment, and any cert ifiCate -issued is reaistered in the name of Cede & Co., or such oth-_r na,,,e as requested by an authorized representative of UTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VI T UE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL sin-ce the registered owner hereof, Cede & Co., has an interest herein. This Note is not subject to call or redemption prior to maturity. This Note has been designated by the City -as a qualified ,V y—:fixc-;-,pt V.r..��. ,at:Ln r pu.rs..uant to t: he C. -ovist ons ti._ n ._,r _. t e Internal Revenue Code of 1986, as arFende3. iT rS HIEBY CERTIFIED, RECITED ANJ 1 than acts, cc.nditions and things required b w t C +__ _st ': •:__PE be perf r.;,ed precedent to and in the issuance c.>: ':i ._ ` i t.e Existed, happened ann been performed :in due t'.i-i-, an-, 1",nCr as required by law, and that the amount of this Note, to^ether with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. A - 2 .. IN VvIlTNESS k'.11ERE0F, the City of Diamond Bar, California, has caused this Note to be signed by the facsimile signature of its City 'Treasurer and countersigned by the facsimile signature of its City Clerk and its corporate seal (or a facsimile thereof), to be printed, engraved, stamped or otherwise placed hereon and has caused this Note to be dated the fifth day of September, 1989. (Facsimile Seal) C,o; 1-1 ;-er sig:"1ed (Facsimile City Clerk of the City (Facsimile Signature) tv Signature) of Diamond Bar, California CERTIFICATE AS TO LEGAL OPINION I, Lynda burgess, City Clerk of the City of Diamond Bar, California, HEREBY CERTIFY that on the date the Nates described. in the opinion herein above rr:-ntioned were Grigirb para or, c wr-'tten opinion as to e valid {.:)' -, -`-,.c} IDt=5, ,!a -ted as of the date of such delivery andi pay ment, the law firm of Hawkins, Delafield & t c-tid, l cs r':nae =._. California, and that the foregoing, except as to :i >__: _.., o dater is e true and correct cORy of sa.d -;,yin_ duplicates of which have been filed in the office of the City Clerk of said City. (Facsimile signature of City Clerk) DMBR0001.-2/0021D A-3