City Council Resolution No. 5272-2026 1
RESOLUTION NO. 5272-2026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BARSTOW APPROVING THE
EXECUTION AND DELIVERY OF THE CITY OF BARSTOW LOCAL MEASURE I TRANSPORTATION SALES TAX REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2026 IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $13,000,000, AUTHORIZING THE EXECUTION AND
DELIVERY OF A TRUST AGREEMENT, AN INSTALLMENT SALE AGREEMENT, AND A
CERTIFICATE PURCHASE AGREEMENT, AND AUTHORIZING NECESSARY ACTIONS AND
EXECUTION OF OTHER NECESSARY DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the City of Barstow (the “City”) is a municipal corporation duly organized and existing under and pursuant to the Constitution and laws of the State of California (the “State”); and WHEREAS, the City desires to provide financing for the design, acquisition, installation, and construction of certain street rehabilitation, pedestrian, bicycle, and safety improvements, traffic signal, safe routes to schools improvements, and bridge and road construction projects located in the City, including all or a portion of the projects described in Exhibit A attached hereto (collectively, the “Projects”) and, for such purposes, the City wishes to authorize the preparation, sale and delivery of City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026” (the “Certificates”), in the initial aggregate principal amount of not to exceed $13,000,000, which Certificates will evidence undivided fractional interests in certain installment sale payments to be made by the City pursuant to an Installment Sale Agreement (the “Installment Sale Agreement”) to be entered into by the City and the Public Property Financing Corporation of California, a nonprofit public benefit corporation duly organized and existing under the laws of the State, including without limitation Section 5110 et seq. of the Corporations Code of the State (the “Corporation”), the form of which Installment Sale Agreement is on file with the City Clerk of the City (the “City Clerk”); and
WHEREAS, in order to finance the Projects, it is hereby proposed that the City enter into a Trust Agreement (the “Trust Agreement”) by and among the City, the Corporation, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Corporation will assign to the Trustee its right to receive the Installment Sale Payments (defined below) and pursuant to which the Trustee will execute and deliver the Certificates; and
WHEREAS, pursuant to the Installment Sale Agreement (a) the Corporation will acquire, construct, and complete the Projects for, and sell the Projects to, the City, and (b) the City will purchase the Projects from the Corporation by making installment sale payments to the Corporation (the “Installment Sale Payments”); and
WHEREAS, the Installment Sale Payments shall be payable by the City solely from the Measure I Receipts as such term is defined in the Installment Sale Agreement; and WHEREAS, the Certificates will be secured by and payable from the Installment Sale Payments received by the Corporation from the City under the Installment Sale Agreement; and WHEREAS, in connection with the execution and delivery of the Certificates, it is hereby proposed that the City enter into a Certificate Purchase Agreement (the “Purchase Agreement”) by and between the City and Stifel, Nicolaus & Company, Inc., as underwriter of the Certificates (the “Underwriter”), setting forth certain terms and conditions pertaining to the purchase and sale of the Certificates; and WHEREAS, good faith estimates of certain information relating to the Installment Sale Agreement, the Trust Agreement, and the Certificates are disclosed and set forth in Exhibit B attached hereto as required by City Council Resolution No. 5272-2026 2
California Government Code Section 5852.1; such estimates were provided by the City’s Municipal Advisor based on preliminary bond pricing information provided by the Underwriter; and WHEREAS, forms of the Trust Agreement, Installment Sale Agreement and Purchase Agreement have been presented to the City Council at this meeting and are on file with the City Clerk, and each member of the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and WHEREAS, the City has full legal right, power, and authority under the Constitution and laws of the State of California to enter into the transactions hereinafter authorized.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Barstow, California, as follows:
Section 1. Findings. The City Council hereby specifically finds and declares that the actions authorized hereby constitute and are true and correct with respect to the public affairs of the City, and that the statements, findings and determinations of the City set forth in the preambles of the documents approved herein are true and correct, and the Council hereby declares its intention to enter into the Trust Agreement and the Installment Sale Agreement described in Sections 3 and 4 hereof.
Section 2. Authorization of Certificates. The City Council hereby expresses its intention to prepare, sell and cause the Trustee to deliver Certificates in an amount not-to-exceed $13,000,000 for the purposes set forth in the preambles. Subject to the limitation above, the principal amount of the Certificates shall be determined by an Authorized City Representative (defined herein), upon consultation with the City’s Municipal Advisor and Special Counsel (defined herein). The City Council hereby authorizes the execution and delivery of the Certificates in one or more series of taxable or tax-exempt certificates.
Section 3. Installment Sale Agreement. The proposed form of the Installment Sale Agreement, by and between the Corporation and the City, a copy of which has been provided to the City Council, is hereby approved. The Mayor of the City, the City Manager of the City, the Assistant City Manager of the City, the Finance Director of the City, or the City Clerk (collectively, the “Authorized City Representatives”) are each hereby authorized and directed, severally, for and on behalf of the City, to execute and deliver the Installment Sale Agreement substantially in the form provided to the City Council, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required by a bond rating agency or bond insurer) as such Authorized City Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Installment Sale Agreement.
Section 4. Trust Agreement. The proposed form of Trust Agreement by and among the City, the Corporation, and the Trustee, a copy of which has been provided to the City Council, is hereby approved. The Authorized City Representatives are each hereby authorized and directed, severally, for and on behalf of the City, to execute and deliver the Trust Agreement substantially in the form provided to the City Council, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required by a bond rating agency or bond insurer) as such Authorized City Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Trust Agreement.
Section 5. Certificate Purchase Agreement The proposed form of Purchase Agreement by and between the City and the Underwriter, a copy of which has been provided to the City Council, is hereby approved, and the Authorized City Representatives are each hereby authorized and directed to execute the City Council Resolution No. 5272-2026 3
Purchase Agreement in substantially such form, with any changes, additions, and completions thereto as any of the Authorized City Representatives may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, subject to the following limitations:
a. The true interest cost of the Certificates shall not exceed 4.00%; b. The aggregate principal amount of the Certificates shall not exceed $13,000,000; and c. The underwriter’s discount for the sale of the Certificates shall not exceed 0.8% of the aggregate principal amount of the Certificates.
Section 6. Bond Insurance. The City Council hereby authorizes the City Manager or her written designee to select a municipal bond insurer to insure payments of interest and principal represented and evidenced by some or all of the Certificates so long as the Authorized City Representatives or such written designees determines that obtaining the municipal bond insurance policy provided thereby will result in a lower interest rate or yield to maturity on such Certificates or will otherwise aid in the marketing of the Certificates.
Stradling Yocca Carlson & Rauth, LLP, as Special Counsel (“Special Counsel”), is hereby directed to make all changes to the Installment Purchase Agreement, the Trust Agreement, and the Purchase Agreement as are necessary to reflect the selection of a municipal bond insurer and the reasonable comments thereof.
Section 9. Reimbursement. The City Council desires to finance certain capital expenditures in connection with the Projects prior to the receipt of the proceeds of the Certificates. The City Council hereby states its intention and reasonably expects to use the proceeds of the Certificates to reimburse itself for Project expenditures. This section of the Resolution is adopted by the City Council for the purpose of establishing compliance with the requirements of Treasury Regulation § 1.150-2 and any other regulations of the Internal Revenue Service relating to the qualification for reimbursement of City expenditures incurred prior to the date of the Certificates. This section of the Resolution does not bind the City to make any expenditure, incur any indebtedness, or proceed with the Projects.
Section 10. Professional Services. Stradling Yocca Carlson & Rauth, LLP, is hereby retained to act as Special Counsel and Disclosure Counsel to the City, Urban Futures, Inc. is hereby retained to serve as Municipal Advisor to the City, and U.S. Bank Trust Company, National Association is hereby retained to act as Trustee for the Certificates. The Authorized City Representatives are, and each of them is, hereby authorized to execute a contract with each of Stradling Yocca Carlson & Rauth LLP, Urban Futures, Inc., and U.S. Bank Trust Company, National Association, and any other entities providing professional services, in order to accomplish the purposes set forth in this Resolution.
Section 11. Electronic Signatures. The City Council hereby approves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.
Section 12. Other Acts. Each of the Authorized City Representatives is hereby authorized to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise necessary to carry out, give effect to, and comply with the terms and intent of this Resolution. Each of the Authorized City Representatives is hereby authorized and directed to execute and deliver any and all certificates and representations, signature certificates, no-litigation certificates, tax and rebate certificates, and certificates concerning certain portions of the Official Statement distributed in connection with the sale of the Certificates. Each of the Authorized City Representatives is hereby authorized and directed to execute and deliver any and all certificates, investment instructions or agreements relating to the proceeds of the Certificates, certificates or agreements relating to bond insurance, reserve surety, written City Council Resolution No. 5272-2026 4
requests, and other certificates necessary or desirable to execute and deliver the Certificates, to pay costs of execution and delivery of the Certificates, or to accomplish the transactions contemplated by this Resolution, the Trust Agreement, the Installment Sale Agreement, and the Purchase Contract, and any such actions previously taken by any Authorized City Representative are hereby ratified, confirmed and approved.
Section 11. Effective Date. This Resolution shall take effect from and after its adoption.
The foregoing Resolution was passed and adopted by the City Council of the City of Barstow, State of California, this ____th day of _______, 2026, by the following vote, to wit:
PASSED, APPROVED, AND ADOPTED this day of , 2026.
Timothy R. Silva, Mayor
ATTEST:
Andrea Flores, City Clerk
APPROVED AS TO FORM:
________________________________
Matthew Summers, City Attorney
I, Andrea Flores, City Clerk of the City of Barstow, do hereby certify under penalty of perjury that the foregoing Resolution No. 5271-2026 is the actual Resolution duly and regularly adopted by the City Council at a regular meeting held on____________, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Andrea Flores, City Clerk
A-1
4899-0804-0333v3/022217-0004
EXHIBIT A
DESCRIPTION OF THE PROJECT
FISCAL YEAR 25-26 STREET REHABILITATION PROJECT
Street Rehabilitation Project - Base Bid $ 3,649,866.88 Street Rehabilitation - Alternate #1 - West Section 7 Phase 2 2,849,315.76 Street Rehabilitation - Alternate #2 - West Section 7 Phase 3 2,434,223.13 Street Rehabilitation - Alternate #3 - West Section 7 Phase 4 2,217,744.55 Street Rehabilitation - Alternate #4- Rimrock Road / H to Agarita & Agarita to End 2,714,124.70 Street Rehabilitation - Alternate #5 -Rimrock Road / Agarita to Barstow 1,104,988.70 Street Rehabilitation - Alternate #6 Rimrock Road / Class IV Bike Lane 1,353,523.75 Construction Management Estimate 1,632,378.75
Total Project Cost $ 17,956,166.22
Estimated Co-op Agreement w/San Bern. County Transportation Auth. (SBCTA) (2,001,166.55) Estimated Co-op Agreement w/San Bern. County/Dept. of Public Works (SBCDPW) (897,087.90) Co-op Agreement w/SBCTA (Transportation Development Act (TDA) Funds) (490,000.00) Remaining Amount Due $ 14,567,911.77
PED, BICYCLE, AND SAFETY ACTIVE TRANSPORTATION PROGRAM
(ATP)
Project Estimate $ 4,140,000.00
Project Contingency Estimate 207,000.00
Construction Management Estimate 434,700.00
Total Project Cost Estimate $ 4,781,700.00
Active Transportation Program (ATP) Funding (Reimbursable) (4,440,000.00) Remaining Amount Due $ 341,700.00
MAIN STREET & BARSTOW ROAD TRAFFIC SIGNAL UPGRADES
Project Estimate $ 1,086,980.00
Project Contingency Estimate 54,349.00
Construction Management Estimate 128,580.00
Project Management Estimate 17,119.94
Total Project Cost Estimate $ 1,287,028.94
Highway Safety Improvement Program (HSIP) (Reimbursable) (711,524.00) Remaining Amount Due $ 575,504.94
A-2
4899-0804-0333v3/022217-0004
SAFE ROUTES TO SCHOOL (SRTS) ACTIVE TRANSPORTATION
PROGRAM (ATP)
Project Estimate $ 6,902,000.00
Project Contingency Estimate 345,100.00
Construction Management Estimate 724,710.00
Project Management Estimate 108,706.50
Total Project Cost Estimate $ 8,080,516.50
Active Transportation Program (ATP) Funding (Reimbursable) (6,500,000.00) Remaining Amount Due $ 1,580,516.50
FORT IRWIN ROAD - COUNTY COOPERATIVE AGREEMENT
Project Estimate $ 42,000.00
Total Project Cost Estimate $ 42,000.00
Remaining Amount Due $ 42,000.00
LENWOOD CHANNEL
Project Estimate $ 40,000.00
Total Project Cost Estimate $ 40,000.00
Remaining Amount Due $ 40,000.00
NORTH FIRST AVE. BRIDGE - MOJAVE RIVER & OVERFLOW
Estimated Project Management $ 90,000.00
Total Project Cost Estimate $ 90,000.00
Remaining Amount Due $ 90,000.00
TOTAL FISCAL YEAR 26 CAPITAL IMPROVEMENT PROJECT
SUMMARY
Total Project Cost Estimate (All FY 26 Projects Listed) $ 32,277,411.65 LESS Cooperative Agreement and Reimbursable Funding $ (15,039,778.45) Total Funding Needed to Complete FY 26 Proposed Projects $ 17,237,633.20 FISCAL YEAR 26 PROJECT FUNDING ALLOCATED BY COUNCIL
Measure I $ 1,180,000.00
SB-1 1,219,788.00
Development Impact Fees (Fund 425) 250,201.00
Total FY 26 Budgeted CIP Funding $ 2,649,989.00
Adjusted FY 26 CIP (Total Funding Needed - FY 26 Budgeted Funding) 14,587,644.20 LESS: Council Appropriated Fund Balance (6,205,492.56)
Total FY 26 CIP Funding Required $ 8,382,151.64
B-1
4899-0804-0333v3/022217-0004
EXHIBIT B
FORM OF GOOD FAITH ESTIMATE
The good faith estimates set forth herein are provided with respect to the Certificates in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by its Municipal Advisor, Urban Futures, Inc, as of February 4, 2026.
Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount represented and evidenced by the Certificates is $11,295,000 (the “Estimated Principal Amount”).
True Interest Cost of the Certificates. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount represented and evidenced by the Certificates is, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost with respect to the Certificates, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Certificates, is 3.06%.
Finance Charge of the Certificates. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount represented and evidenced by the Certificates is, and based on market interest rates prevailing at the time of preparation of such estimate its good faith estimate of the finance charge for the Certificates, which means the sum of all fees and charges paid to third parties (or costs associated with the Certificates), is $390,948.
Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount represented and evidenced by the Certificates is, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Certificates, less the finance charge of the Certificates, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Certificates, is $12,536,679.
Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount represented and evidenced by the Certificates is, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service represented and evidenced by the Certificates, plus the finance charge for the Certificates, as described above, not paid with the proceeds of the Certificates, calculated to the final maturity of the Certificates, is $15,961,269, which excludes any reserves or capitalized interest paid or funded with proceeds of the Certificates (which may offset such total payment amount) and further excludes future administrative costs such as trustee and continuing disclosure costs.
The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Certificates executed and delivered, the true interest cost thereof, the finance charges thereof, A-2
4899-0804-0333v3/022217-0004
the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Certificates being different than the date assumed for purposes of such estimates, (b) the actual principal amount of represented and evidenced by the Certificates executed and delivered being different from the Estimated Principal Amount, (c) the actual amortization of the principal and interest represented and evidenced by the Certificates being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Certificates being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the City’s financing plan, or a combination of such factors.