4911-4413-5036v11/022217-0004
PRELIMINARY OFFICIAL STATEMENT DATED __________, 2026
NEW ISSUE—BOOK-ENTRY ONLY
INSURED CERTIFICATES RATING: S&P: “__”
UNDERLYING/UNINSURED CERTIFICATES RATING: S&P: “__”
See the caption “RATINGS.”
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California (“Special Counsel”), under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) with respect to the Certificates is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Special Counsel, interest (and original issue discount) with respect to the Certificates is exempt from State of California personal income tax. See the caption “TAX MATTERS” with respect to tax consequences, including with respect to the alternative minimum tax imposed on certain large corporations, concerning the Certificates. $__________
*
CITY OF BARSTOW
LOCAL MEASURE I TRANSPORTATION SALES TAX REVENUE
CERTIFICATES OF PARTICIPATION, SERIES 2026
Dated: Date of Delivery Due: June 1, as shown on inside cover THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE CERTIFICATES. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
The City of Barstow (the “City”) will cause the execution and delivery of its Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026 (the “Certificates”), in the aggregate principal amount of $__________* pursuant to the provisions of a Trust Agreement, dated as of May 1, 2026 (the “Trust Agreement”), by and among the City, the Public Property Financing Corporation of California (the “Corporation”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The proceeds from the sale of the Certificates will be used: (i) to finance a portion of the design, acquisition, installation, and construction of certain street rehabilitation projects located in the City (collectively, the “Projects”); (ii) to purchase a municipal bond insurance policy with respect to the Insured Certificates (as defined herein); (iii) to purchase a debt service reserve policy to satisfy the reserve requirement for the Certificates; and (iv) to pay the incidental costs and expenses incurred in connection with the execution and delivery of the Certificates. The Corporation will sell the Projects to the City pursuant to an Installment Sale Agreement, dated as of May 1, 2026 (the “Installment Sale Agreement”), by and between the Corporation and the City.
The City is required under the Installment Sale Agreement to make installment sale payments (the “Installment Sale Payments”) to the Corporation, which Installment Sale Payments are payable from a first lien on all Measure I Receipts, which generally consist of certain amounts received by the City from a 0.5% retail transactions and use tax that is collected in the County of San Bernardino, California (the “County”).
Installment Sale Payments are payable in an amount that is sufficient to pay, when due, the annual principal and interest on the Certificates. The Measure I Receipts are the only sources of payment of the Installment Sale Payments. Neither the general fund of the City nor any other moneys of the City are pledged to payment of the Installment Sale Payments or the Certificates. The obligation of the City to pay the Installment Sale Payments is not subject to abatement.
The Certificates will be delivered in fully registered form without coupons and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Certificates.
Individual purchases of Certificates may be made in book-entry form only, in the principal amount of $5,000 or integral multiples thereof for each maturity. Purchasers will not receive certificates representing their interest in the Certificates purchased. See the caption “THE CERTIFICATES—Book-Entry Only System.”
Payments of principal and interest evidenced and represented by the Certificates will be made by the Trustee to DTC, which will in turn remit such principal and interest to its participants for subsequent dispersal to Beneficial Owners of the Certificates as described herein. Interest evidenced and represented by the Certificates is payable on each June 1 and December 1, commencing December 1, 2026, until the maturity or the earlier prepayment thereof. Principal evidenced and represented by the Certificates will be paid on each June 1, commencing June 1, 2027, upon surrender of such Certificate at the principal corporate office of the Trustee upon maturity or the earlier prepayment thereof. [The scheduled payment of principal and interest evidenced and represented by the Certificates maturing on June 1 of the years 20__ through 20__, inclusive (collectively, the “Insured Certificates”), when due will be guaranteed under a municipal bond insurance policy to be executed and delivered concurrently with the delivery of the Insured Certificates by __________.] [INSURER LOGO]
The Certificates are subject to optional, mandatory and mandatory sinking fund prepayment prior to their stated principal payment dates as described herein.*
* Preliminary, subject to change
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 4911-4413-5036v11/022217-0004
ALL OBLIGATIONS OF THE CORPORATION UNDER THE TRUST AGREEMENT ARE SPECIAL OBLIGATIONS OF THE
CORPORATION, PAYABLE SOLELY FROM THE INSTALLMENT SALE PAYMENTS AND THE OTHER ASSETS PLEDGED UNDER THE TRUST AGREEMENT. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT SALE PAYMENTS UNDER THE
INSTALLMENT SALE AGREEMENT IS A SPECIAL OBLIGATION OF THE CITY PAYABLE SOLELY FROM MEASURE I RECEIPTS,
DOES NOT CONSTITUTE A DEBT OF THE CITY, THE CORPORATION, THE COUNTY, THE STATE OF CALIFORNIA OR ANY
POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT
LIMITATION OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY, THE COUNTY, THE
STATE OR ANY POLITICAL SUBDIVISION OF THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR
FOR WHICH THE CITY, THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE CORPORATION HAS NO TAXING POWER. ____________________________________
MATURITY SCHEDULE – See Inside Front Cover Page
___________________________________
The Certificates are offered when, as and if executed and delivered and accepted by the Underwriter, subject to the approval of legality by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel to the City. Certain legal matters will be passed upon for the Corporation by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as Disclosure Counsel, for the City by Colantuono, Highsmith & Whatley, PC, Pasadena, California, its City Attorney, for the Underwriter by Anzel Galvan LLP, San Francisco, California, as Underwriter’s Counsel, and for the Trustee by its counsel. It is anticipated that the Certificates in book-entry form will be available for delivery through the facilities of DTC, on or about May __, 2026.
[STIFEL LOGO]
Dated: __________, 2026
4911-4413-5036v11/022217-0004
$__________
*
THE CITY OF BARSTOW
LOCAL MEASURE I TRANSPORTATION SALES TAX REVENUE
CERTIFICATES OF PARTICIPATION, SERIES 2026
MATURITY SCHEDULE
(Base CUSIP† __________)
Maturity Date
(June 1)
Principal
Amount Interest Rate Yield Price CUSIP†
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
(I) Insured Certificates.
C Priced to optional prepayment date of June 1, 20__, at par. * Preliminary, subject to change
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2026 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Corporation, the City, the Underwriter or their agents or counsel assume any responsibility for the accuracy of such numbers.
4911-4413-5036v11/022217-0004
CITY OF BARSTOW
CITY COUNCIL
Timothy R. Silva, Mayor
James Noble, Mayor Pro Tem, District 2
Carmen Hernandez, Council Member, District 1
Barbara M. Rose, Council Member, District 3
John “Tex” Williams, Council Member, District 4
CITY STAFF
Rochelle Clayton, City Manager
Michael Lewis, City Treasurer
Sydnie Harris, Finance Director
Andrea Flores, City Clerk
PROFESSIONAL SERVICES
City Attorney
Colantuono, Highsmith & Whatley, PC
Pasadena, California
Bond and Disclosure Counsel
Stradling Yocca Carlson & Rauth LLP
Newport Beach, California
Trustee
U.S. Bank Trust Company, National Association
Los Angeles, California
Municipal Advisor
Urban Futures, Inc.
Walnut Creek, California
4911-4413-5036v11/022217-0004
No dealer, broker, salesperson, or other person has been authorized by the City, the Corporation, or Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), to give any information or to make any representations other than those contained in this Official Statement 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 the Certificates, nor shall there be any sale of the Certificates, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale.
This Official Statement is not to be construed to be a contract with the purchasers of the Certificates.
Statements contained in this Official Statement that involve estimates, forecasts, or matters of opinion, whether or not expressly described as such herein, are intended solely as such and are not to be construed as representations of fact.
The information set forth in this Official Statement has been obtained from the City, the Corporation, and other sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness and it is not to be construed as a representation by the City or the Corporation. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the City or the Corporation since the date of this Official Statement. The City maintains an Internet website. However, the information contained on or within such website is not incorporated in this Official Statement by such reference.
The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
This Official Statement is submitted in connection with the sale of the Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.
THE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE
CERTIFICATES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
THE UNDERWRITER MAY OFFER AND SELL THE CERTIFICATES TO CERTAIN DEALERS
AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN
THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. __________ (the “Insurer” or “__”) makes no representation regarding the Certificates or the advisability of investing in the Certificates. In addition, the Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Insurer, supplied by the Insurer and presented under the heading “BOND INSURANCE” and APPENDIX H—“FORM OF MUNICIPAL BOND INSURANCE POLICY i
4911-4413-5036v11/022217-0004
TABLE OF CONTENTS
Page
INTRODUCTION...........................................................................................................................................1 Authorization ..............................................................................................................................................1 Description of the Certificates .....................................................................................................................1 Use of Bond Proceeds .................................................................................................................................1 Payment of Principal and Interest ................................................................................................................2 Prepayment of Certificates...........................................................................................................................2 Security and Sources of Payment for the Certificates...................................................................................2 Bond Insurance ...........................................................................................................................................3 Reserve Account .........................................................................................................................................3 Special, Limited Obligation of the City........................................................................................................3 Continuing Disclosure .................................................................................................................................4 Forward-Looking Statements.......................................................................................................................4 ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS ........................................................4 THE CERTIFICATES ....................................................................................................................................4 Authorization and Registration of Certificates .............................................................................................4 Payment of Certificates ...............................................................................................................................5 Prepayment of Certificates...........................................................................................................................5 Selection of Certificates...............................................................................................................................6 Purchase in Lieu of Prepayment ..................................................................................................................6 Notice of Prepayment or Purchase ...............................................................................................................6 Partial Prepayment or Purchase of the Certificates.......................................................................................7 Effect of Prepayment...................................................................................................................................7 Book-Entry Only System.............................................................................................................................8 Debt Service................................................................................................................................................8 SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES....................................................8 General .......................................................................................................................................................8 Installment Sale Payments...........................................................................................................................9 Measure I Receipts......................................................................................................................................9 Measure I Receipts Fund ...........................................................................................................................10 Revenue Fund ...........................................................................................................................................12 Deposit of Other Available Revenues........................................................................................................14 Additional Contracts..................................................................................................................................14 BOND INSURANCE....................................................................................................................................15 THE CORPORATION..................................................................................................................................15 SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY.........................................................15 THE CITY, THE COUNTY, AND THE PROJECTS ....................................................................................16 The City....................................................................................................................................................16 The County of San Bernardino ..................................................................................................................17 The Projects..............................................................................................................................................18 STATE SALES TAX....................................................................................................................................18 MEASURE I REVENUES............................................................................................................................19 The Measure I Tax ....................................................................................................................................19 Measure I Revenues..................................................................................................................................22 Collection and Allocation of Measure I Revenues......................................................................................23 SBCTA Obligations; Senior Lien on Measure I Revenues..........................................................................26 ii
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Historic Measure I Revenues.....................................................................................................................28 Estimated Measure I Revenues – Ten Year Delivery Plan and Annual SBCTA Estimates..........................30 MAXIMUM ANNUAL DEBT SERVICE COVERAGE...............................................................................30 RISK FACTORS...........................................................................................................................................31 Installment Sale Payments Constitute Limited Obligations ........................................................................31 Passive Revenue Source ............................................................................................................................31 Expiration or Extension of Measure I Ordinance........................................................................................31 Impact of Changes in Population and Tax Revenues on City Share of Measure I Revenues........................32 Effect of Internet Commerce .....................................................................................................................32 SBCTA Obligations; Senior Lien on Measure I Revenues..........................................................................33 Eligibility of the Projects...........................................................................................................................34 Non-Compliance with the Measure I Ordinance.........................................................................................34 Additional Contracts..................................................................................................................................34 Limitations on Remedies; Bankruptcy .......................................................................................................35 Constitutional Limitations on Appropriations ............................................................................................35 State Legislature or Electorate May Change Items Subject to Measure I Tax..............................................35 Increases in Sales Tax Rate May Cause Declines in Measure I Revenues...................................................36 No Liability of Corporation to Owners ......................................................................................................36 Economic, Political, Social and Environmental Conditions........................................................................36 Geologic, Topographic and Climatic Conditions Affecting the City and County ........................................36 Cyber Security ..........................................................................................................................................39 No Validation Proceeding Undertaken.......................................................................................................39 IRS Audit of Tax-Exempt Bond Issues......................................................................................................40 Loss of Tax Exemption..............................................................................................................................40 Federal Funding Risks...............................................................................................................................40 Secondary Market .....................................................................................................................................41 Bond Insurance .........................................................................................................................................41 CONSTITUTIONAL PROVISIONS AFFECTING CITY REVENUES AND APPROPRIATIONS.............41 Article XIIIB of the California Constitution – Limitations on Appropriations ............................................41 Articles XIIIC and XIIID of the California Constitution – The Right to Vote on Taxes..............................42 Future Initiatives.......................................................................................................................................44 TAX MATTERS...........................................................................................................................................44 CERTAIN LEGAL MATTERS.....................................................................................................................45 RATINGS.....................................................................................................................................................46 CONTINUING DISCLOSURE.....................................................................................................................46 MUNICIPAL ADVISOR ..............................................................................................................................47 UNDERWRITING........................................................................................................................................47 NO LITIGATION .........................................................................................................................................48 The Corporation ........................................................................................................................................48 The City....................................................................................................................................................48 AUDITED FINANCIAL STATEMENTS AND MEASURE I COMPLIANCE AUDIT................................48 Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2025 ....................................48 Annual Measure I Compliance Audit for Fiscal Year Ended June 30, 2025 ................................................48 MISCELLANEOUS......................................................................................................................................49 APPENDIX A FORMS OF TRUST AGREEMENT AND INSTALLMENT SALE AGREEMENT.........A-1 iii
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APPENDIX B THE CITY OF BARSTOW AND THE COUNTY OF SAN BERNARDINO ECONOMIC, DEMOGRAPHIC, AND FINANCIAL INFORMATION............................ B-1 APPENDIX C PROPOSED FORM OF BOND COUNSEL OPINION ..................................................... C-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE..............................................D-1
APPENDIX E CITY OF BARSTOW ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2025.................................................................. E-1
APPENDIX F CITY OF BARSTOW MEASURE I COMPLIANCE AUDIT FOR THE YEAR ENDED JUNE 30, 2025.....................................................................................................F-1 APPENDIX G BOOK ENTRY PROVISIONS .........................................................................................G-1 APPENDIX H FORM OF MUNICIPAL BOND INSURANCE POLICY .................................................H-1 1 4911-4413-5036v11/022217-0004
OFFICIAL STATEMENT
$__________
*
CITY OF BARSTOW
LOCAL MEASURE I TRANSPORTATION SALES TAX REVENUE
CERTIFICATES OF PARTICIPATION, SERIES 2026
INTRODUCTION
This Official Statement, which includes the front cover page, the inside front cover page, the table of contents and the appendices (the “Official Statement”), provides certain information concerning the execution and delivery of the City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026 (the “Certificates”), in an aggregate principal amount of $__________*. Descriptions and summaries of various documents set forth in this Official Statement do not purport to be comprehensive or definitive, and reference is made to each such document for complete details of all of the terms and conditions therein. All statements in this Official Statement are qualified in their entirety by reference to the applicable documents.
This Introduction is subject in all respects to the more complete information contained elsewhere in this Official Statement, and the offering of the Certificates to potential investors is made only by means of the entire Official Statement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in Appendix A.
Authorization
The Certificates are being executed and delivered by U.S. Bank Trust Company, National Association (the “Trustee”), at the direction of the City of Barstow (the “City”) pursuant to: (i) a Trust Agreement, dated as of May 1, 2026 (the “Trust Agreement”), by and among the Public Property Financing Corporation of California (the “Corporation”), the Trustee, and the City; and (ii) a resolution adopted by the City Council of the City on February 17, 2026 (the “Resolution”). See the captions “THE CERTIFICATES—Authorization and Registration of Certificates” and Appendix A.
Description of the Certificates
The Certificates will be dated the date of their initial delivery and will mature on the dates and in the principal amounts set forth on the inside front cover page of this Official Statement. The Certificates will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Certificates. See the captions “THE CERTIFICATES,” “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES” and “THE CITY, THE COUNTY, AND THE PROJECTS.”
Use of Bond Proceeds
The proceeds of the Certificates will be used: (i) to finance a portion of the design, acquisition, installation, and construction of certain street rehabilitation projects located in the City (collectively, the “Projects”); (ii) to purchase a municipal bond insurance policy with respect to the Insured Certificates (as defined herein); (iii) to purchase a debt service reserve policy to satisfy the reserve requirement for the Certificates; and (iv) to pay the incidental costs and expenses incurred in connection with the execution and delivery of the Certificates. See the captions “ESTIMATED SOURCES AND USES OF CERTIFICATE * Preliminary, subject to change
2 4911-4413-5036v11/022217-0004
PROCEEDS,” “THE CITY, THE COUNTY, AND THE PROJECTS,” and “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES.”
Payment of Principal and Interest
Interest evidenced and represented by the Certificates is payable each June 1 and December 1, commencing December 1, 2026 (each, an “Interest Payment Date”), and is payable by check mailed on the date that such interest is due to the Owner at such Owner’s address as it appears on the registration books maintained by the Trustee. Principal evidenced and represented by the Certificates is payable on June 1 of each year, commencing June 1, 2027 (each, a “Certificate Payment Date”), through the facilities of DTC upon the maturity or earlier prepayment thereof. See the caption “THE CERTIFICATES.” Prepayment of Certificates
The Certificates are subject to optional, mandatory and mandatory sinking fund prepayment under certain circumstances. See the caption “THE CERTIFICATES—Prepayment of Certificates.” Security and Sources of Payment for the Certificates
The Certificates are being executed and delivered under the Trust Agreement and are payable from Revenues pledged thereunder. The Revenues consist primarily of (i) Installment Sale Payments (the “Installment Sale Payments”) to be made by the City to the Corporation pursuant to an Installment Sale Agreement, dated as of May 1, 2026 (the “Installment Sale Agreement”), by and between the Corporation and the City, and (ii) other payments paid by the City and received by the Corporation pursuant to the Installment Sale Agreement and all interest or other income from any investment of any money in any fund or account (other than the Rebate Fund) pursuant to the Trust Agreement (collectively, the “Revenues”). The Installment Sale Payments to be made by the City to the Corporation constitute the purchase price for the Projects (defined under the caption “THE CITY, THE COUNTY, AND THE PROJECTS—The Projects”). The Corporation will sell the Projects to the City pursuant to the Installment Sale Agreement.
Under the Installment Sale Agreement, the Installment Sale Payments are payable from and secured by a first lien on all Measure I Receipts (as such term is defined herein), which consist of certain amounts received by the City from a 0.5% retail transactions and use tax that is currently collected in the County of San Bernardino (the “County”) pursuant to voter approval of Measure I in 2008, through the expiration of the Measure I Tax (defined below) on March 31, 2040. See the caption “MEASURE I REVENUES.” The Measure I Receipts will only be available to pay Installment Sale Payments to the extent such Installment Sale Payments are attributable to a Measure I project (“Measure I Project”), which are projects to be funded by Measure I pursuant to Ordinance 04-01 adopted by the governing board of the San Bernardino County Transportation Authority (“SBCTA”) on June 2, 2004 and approved by more than 2/3 of the votes in the County at an election held on November 2, 2004 (the “Measure I Ordinance”), including the Transportation Expenditure Plan attached thereto (the “Expenditure Plan”). The Expenditure Plan was originally approved by the voters as part of the Measure I Ordinance and can be amended from time to time by the SBCTA. The City believes that the Projects constitute eligible Measure I Projects. See the captions “THE CITY, THE COUNTY, AND THE PROJECTS—The Projects.” While the City currently expects to spend proceeds of the Certificates on the Projects, the City could choose to spend proceeds of the Certificates on any eligible Measure I Project.
Only the portion of the Measure I Revenues (defined below) that are allocated by SBCTA to the City may be applied to pay the Installment Sale Payments. Further, allocation of Measure I Revenues to the City is subordinate to the pledge of and lien on such revenues made by SBCTA to finance regional transportation projects in the County. See the captions “MEASURE I REVENUES—Measure I Revenues,” “— Collection and Allocation of Measure I Revenues,” “—Measure I Revenues—SBCTA Obligations; Senior Lien on Measure I Revenues,” and “RISK FACTORS— SBCTA Obligations; Senior Lien on Measure I Revenues.” 3 4911-4413-5036v11/022217-0004
Installment Sale Payments are payable by the City to the Trustee, as assignee of the Corporation, in an amount that is sufficient to pay, when due, the annual principal and interest evidenced and represented by the Certificates. See the captions “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES” and “RISK FACTORS.” The Measure I Receipts are the only source of payment of the Installment Sale Payments.
Neither the general fund of the City nor any other moneys of the City or the Corporation are pledged to payment of the Installment Sale Payments.
Additional Contracts. The City may enter into additional Contracts secured by Measure I Revenues on a parity with the Installment Sale Agreement, subject to certain conditions described under the caption “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES—Additional Contracts.” SBCTA Obligations. As permitted by the Measure I Ordinance, SBCTA issued the SBCTA Senior Lien Bonds and the SBCTA TIFIA Bonds and may issue additional SBCTA Obligations, as defined and described under the caption “MEASURE I REVENUES—SBCTA Obligations; Senior Lien on Measure I Revenues.” The SBCTA Obligations (and any SBCTA Obligations that may be issued in the future) are secured by a pledge of and lien on Measure I Revenues on a senior basis to the Installment Sale Payments. See the captions “MEASURE I REVENUES—SBCTA Obligations; Senior Lien on Measure I Revenues” and “RISK FACTORS— SBCTA Obligations; Senior Lien on Measure I Revenues.” Bond Insurance
Concurrently with the execution and delivery of the Certificates, __________ (the “Insurer” or “__”) will issue its Municipal Bond Insurance Policy (the “Policy”) for the Certificates maturing on June 1 of the years 20__ through 20__, inclusive (collectively, the “Insured Certificates”). The Policy guarantees the scheduled payment of principal and interest evidenced and represented by the Insured Certificates when due as set forth in the form of the Policy included as APPENDIX H to this Official Statement. See “BOND INSURANCE” and APPENDIX H—“FORM OF MUNICIPAL BOND INSURANCE POLICY.”
Reserve Account
A Reserve Account for the Certificates is established pursuant to the Trust Agreement in an amount equal to the initial Reserve Account Requirement of $__________, which will be satisfied by the delivery of the Reserve Policy by the Insurer concurrently with the delivery of the Certificates. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES—Revenue Fund—Reserve Account.” The City is not required to fund a reserve in connection with the incurrence of additional Contracts in the future. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES—Additional Contracts.” Special, Limited Obligation of the City
ALL OBLIGATIONS OF THE CORPORATION UNDER THE TRUST AGREEMENT ARE
SPECIAL OBLIGATIONS OF THE CORPORATION, PAYABLE SOLELY FROM INSTALLMENT SALE PAYMENTS AND THE OTHER ASSETS PLEDGED UNDER THE TRUST AGREEMENT.
THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT SALE PAYMENTS UNDER THE Installment Sale Agreement IS A SPECIAL OBLIGATION OF THE CITY PAYABLE SOLELY FROM
MEASURE I RECEIPTS, DOES NOT CONSTITUTE A DEBT OF THE CITY, THE COUNTY, THE CORPORATION, THE STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISION
OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT
LIMITATION OR RESTRICTION AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE
CITY, THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE IS OBLIGATED
TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY, THE COUNTY, THE
STATE OR ANY POLITICAL SUBDIVISION OF THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE CORPORATION HAS NO TAXING POWER.
4 4911-4413-5036v11/022217-0004
Continuing Disclosure
In connection with the execution and delivery of the Certificates, the City will covenant in a continuing disclosure certificate (the “Continuing Disclosure Certificate”) executed for the benefit of Owners to provide certain financial information and operating data and notices of certain events. See the caption “CONTINUING DISCLOSURE” and Appendix D.
Forward-Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute “forwardlooking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “intend,” “expect,” “propose,” “estimate,” “project,” “budget,” “anticipate” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements that are described in this Official Statement to be materially different from any future results, performance or achievements that are expressed or implied by such forward-looking statements. No updates or revisions to these forward-looking statements will be issued if or when the expectations, events, conditions, or circumstances on which such statements are based change. The forward-looking statements in this Official Statement are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements. READERS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.
ESTIMATED SOURCES AND USES OF CERTIFICATE PROCEEDS
The following table details the estimated sources and uses of Certificate proceeds.
Estimated Sources(1):
Principal Amount of Certificates $
Plus: Net Original Issue Premium
Less: Underwriter’s Discount
Total Sources $
Estimated Uses(1):
Costs of Issuance(2) $
Deposit to the Acquisition Fund(3)
Total Uses $
(1) Rounded to nearest dollar. Totals may not add due to rounding. (2) Includes fees and expenses of Bond Counsel, Disclosure Counsel, the Trustee, the Municipal Advisor, the rating agency, premiums for the Policy and Reserve Policy, costs of printing and other miscellaneous costs. (3) Amounts in the Acquisition Fund are anticipated to be applied to the acquisition and construction of the Projects. See the caption “THE CITY, THE COUNTY, AND THE PROJECTS.”
THE CERTIFICATES
Authorization and Registration of Certificates
The Certificates are being executed and delivered by the Corporation pursuant to the Trust Agreement and the Resolutions. The Certificates will be dated the date of their initial delivery and will mature on the dates and in the principal amounts set forth on the inside front cover page of this Official Statement. The Certificates 5 4911-4413-5036v11/022217-0004
will be initially registered in the name of Cede & Co., as nominee for DTC, which will act as securities depository for the Certificates. See the captions “THE CERTIFICATES—Book-Entry Only System” and Appendix A.
Payment of Certificates
The Certificates will be executed and delivered in fully registered form without coupons and, when delivered, will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository for the Certificates. Individual purchases of Certificates may be made in book-entry form only, in the principal amount of $5,000 or integral multiples thereof for each maturity. Purchasers will not receive Certificates representing their interest in the Certificates purchased. Payments of principal and interest on the Certificates will be made by the Trustee to DTC, which will in turn remit such principal and interest to its participants for subsequent dispersal to Beneficial Owners of the Certificates as described in this Official Statement. Interest on the Certificates will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Certificate is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event interest thereon shall be payable from such Interest Payment Date, (ii) a Certificate is authenticated on or before the first Record Date, in which event interest thereon will be payable from the Closing Date, or (iii) interest on any Certificate is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has previously been paid or duly provided for. Interest will be paid in lawful money of the United States on each Interest Payment Date. Interest will be paid by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the Certificates at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. Notwithstanding the foregoing, interest on any Certificate which is not punctually paid or duly provided for on any Interest Payment Date will, if and to the extent that amounts subsequently become available therefor, be paid on a payment date established by the Trustee to the Person in whose name the ownership of such Certificate is registered on the Registration Books at the close of business on a special record date to be established by the Trustee for the payment of such defaulted interest, notice of which will be given to such Owner not less than ten days prior to such special record date. As used herein, “Record Date” means the 15th day of the month next preceding each Interest Payment Date, whether or not such day is a Business Day.
Prepayment of Certificates*
Optional Prepayment. The Certificates maturing on or after June 1, 20__ will be subject to optional prepayment prior to maturity, at the option of the City, on or after June 1, 20__, in whole or in part (by lot within any maturity), on any date, at a Prepayment Price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium. The City will provide notice to the Trustee at least forty-five (45) days prior to the prepayment date (or such lesser period of time acceptable to the Trustee in its sole discretion) specifying the principal amount evidenced by, maturities of, and amounts within a maturity of the Installment Sales Payments to be prepaid.
Mandatory Prepayment. The Certificates will be subject to mandatory prepayment prior to maturity, in whole or in part (by lot among Certificates with the same maturity in any manner which the Trustee in its sole discretion will deem appropriate), on any date, from amounts received upon the acceleration of the Installment Sale Payments upon the occurrence of a payment default under any Contract or acceleration of any Additional Contract, at a Prepayment Price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium.
Mandatory Sinking Fund Prepayment. The Certificates maturing on June 1, 20__, are subject to mandatory prepayment on June 1 of each year commencing June 1, 20__, in part, from mandatory sinking fund payments, on each June 1 specified below, at a Prepayment Price equal to the principal amount of the Certificates * Preliminary, subject to change.
6 4911-4413-5036v11/022217-0004
to be prepaid, without premium, plus accrued interest thereon to the date of prepayment, in the aggregate respective principal amounts in the respective years as follows:
Prepayment Date
(June 1) Principal Amount
*Maturity
If some but not all of the Certificates maturing on June 1, 20__ are prepaid pursuant to the Trust Agreement upon an optional or mandatory prepayment described under the captions “—Optional Prepayment” and “—Mandatory Prepayment” above, the principal amount of Certificates maturing on June 1, 20__ to be prepaid pursuant to mandatory sinking fund prepayment on any subsequent June 1 shall be reduced, by $5,000 or an integral multiple thereof, as designated by the City in a Certificate of the City filed with the Trustee; provided, however, that the aggregate amount of such reductions will not exceed the aggregate amount of Certificates maturing on June 1, 20__ prepaid pursuant to optional or mandatory prepayment described under the captions “—Optional Prepayment” and “—Mandatory Prepayment” above under the Trust Agreement.
Selection of Certificates
Whenever provision is made in the Trust Agreement for the prepayment or purchase of less than all of the Certificates or any given portion thereof, the Trustee will, subject to the following sentence, select the Certificates to be prepaid or purchased, from all Certificates and Certificates within a maturity subject to prepayment or purchase or such given portion thereof equal to a multiple of $5,000 or any integral multiple thereof not previously called for prepayment or purchase. Upon notice of any prepayment pursuant to the Trust Agreement or receipt of moneys resulting in a prepayment pursuant to the Trust Agreement, the Trustee will request the Cash Flow Consultant to prepare a Cash Flow Report identifying the principal amount and maturities of the Certificates to be prepaid. The Trustee will promptly notify the City in writing of any prepayment or purchase of Certificates and of the Certificates or portions thereof so selected for prepayment or purchase.
Purchase in Lieu of Prepayment
In lieu of prepayment of any Certificates, amounts on deposit in the Revenue Fund may also be used and withdrawn by the Trustee at any time, upon the Request of the City, for the purchase of such Certificates at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the City may in its discretion determine, but not in excess of the principal amount thereof plus accrued interest to the purchase date.
Notice of Prepayment or Purchase
Notice of prepayment or purchase will be mailed by first-class mail by the Trustee, upon direction of the City, not less than 20 nor more than 60 days prior to the prepayment or purchase date, to (i) the respective Owners of any Certificates designated for prepayment or purchase at their addresses appearing on the registration books of the Trustee, and (ii) if the Certificates are no longer held by the Depository, to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System. Notice of prepayment or purchase will be given by Electronic Means, certified, registered, or overnight mail to the Securities Depositories and the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (“EMMA”) System. Each notice of prepayment or 7 4911-4413-5036v11/022217-0004
purchase will state the date of such notice, the date of initial delivery of the Certificates, the prepayment or purchase date, the Prepayment Price or Bond Purchase Price, the place or places of prepayment or purchase (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the Certificates of each maturity date or dates, and, if less than all of the Certificates of any such maturity date, the distinctive certificate numbers of the Certificates with such maturity date, to be prepaid or purchased and, in the case of Certificatesto be prepaid or purchased in part only, the respective portions of the principal amount thereof to be prepaid or purchased. Each such notice will also state that on said date there will become due and payable on each of said Certificates the Prepayment Price or Certificate Purchase Price represented thereby or of said specified portion of the principal amount thereof in the case of a Certificate to be prepaid or purchased in part only, together with interest accrued with respect thereto to the prepayment or purchase date, and that from and after such prepayment or purchase date, interest thereon will cease to accrue, and will require that such Certificates be then surrendered at the address or addresses of the Trustee specified in the prepayment or purchase notice.
If any of the Certificates are prepaid pursuant to an advance refunding, notice of such advance refunding and prepayment shall be given in the same manner as above provided, and also within the same time period with respect to the actual prepayment or purchase date.
Notice of prepayment or purchase of Certificates will be given by the Trustee, upon direction of and at the expense of the City. Conditional notice of optional prepayment may be given at the direction of the City and shall be given if funds sufficient to prepay the Certificates are not then on deposit with the Trustee. If at the time of mailing of notice, funds are not then on deposit with the Trustee, such notice will state that it is conditional upon the deposit of the funds not later than the date and time of prepayment or purchase of the Certificates, and such notice will be of no effect unless such moneys are so deposited.
Failure by the Trustee to give notice pursuant to the Trust Agreement to the Municipal Securities Rulemaking Board through its EMMA System or Securities Depositories will not affect the sufficiency of the proceedings for prepayment or purchase. Failure by the Trustee to mail notice of prepayment or purchase pursuant to the Trust Agreement to any one or more of the respective Owners of any Certificates designated for prepayment or purchase will not affect the sufficiency of the proceedings for prepayment or purchase with respect to the Owner or Owners to whom such notice was mailed.
Partial Prepayment or Purchase of the Certificates
Upon surrender of any Certificates to be prepaid or purchased in part only, the Trustee will execute and deliver to the Owner thereof, at the expense of the City, a new Certificate or Certificates of authorized denomination, and having the same Certificate Payment Date, equal in aggregate principal amount to the unprepaid or unpurchased portion of the Certificates surrendered.
Effect of Prepayment
Notice of prepayment having been duly given as aforesaid, and moneys for payment of the Prepayment Price of, together with interest accrued to the prepayment date with respect to, the Certificates (or portions thereof) so called for prepayment being held by the Trustee, on the prepayment date designated in such notice, the Certificates (or portions thereof) so called for prepayment will become due and payable at the Prepayment Price specified in such notice and interest accrued thereon to the prepayment date, interest on the Certificates so called for prepayment will cease to accrue, said Certificates (or portions thereof) will cease to be entitled to any benefit or security under the Trust Agreement, and the Owners of said Certificates will have no rights in respect thereof except to receive payment of said Prepayment Price and accrued interest.
All Certificates prepaid pursuant to the provisions of the Trust Agreement will be cancelled upon surrender thereof by the Trustee. All Certificates purchased pursuant to the Trust Agreement will be registered in the name of the City and delivered to, or as directed in writing by, the City. 8 4911-4413-5036v11/022217-0004
Book-Entry Only System
DTC will act as securities depository for the Certificates. The Certificates will be executed and delivered as fully-registered Certificates registered in the name of Cede & Co. (DTC’s partnership nominee).
One fully-registered Certificate will be executed and delivered for each maturity of the Certificates, each in the aggregate principal amount of such maturity, and will be deposited with DTC. See APPENDIX G—“BOOK ENTRY PROVISIONS.”
The Corporation, the City and the Trustee cannot and do not give any assurances that DTC, DTC Participants or others will distribute payments of principal or interest evidenced and represented by the Certificates paid to DTC or its nominee as the registered owner, or will distribute any prepayment notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement or the Trust Agreement. The Corporation, the City and the Trustee are not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner with respect to the Certificates or an error or delay relating thereto.
Debt Service
The table below presents the annual debt service with respect to the Certificates, assuming that there are no optional prepayments or mandatory prepayments upon acceleration of the Installment Sale Agreement, for the year ending on June 1 in the years shown below:
Debt Service Schedule
Date
(June 1) Principal Interest Total
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
Source: Underwriter.
SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES
General
The Certificates are payable from and secured by a pledge of and lien on the Revenues and a security interest in all right, title and interest of any other amounts held by the Trustee in any fund or account established in the Trust Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund). Revenues, as defined in the Trust Agreement, means all Installment Sale Payments and other payments paid by the City and received by the Corporation pursuant to the Agreement and all interest or other income from any investment of any money in any fund or account (other than the Rebate Fund) pursuant to the Trust Agreement. See 9 4911-4413-5036v11/022217-0004
APPENDIX A—“SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” herein. The Corporation will assign to the Trustee, for the benefit of the Owners, all of the Corporation’s right, title and interest in and to the Installment Sale Agreement (excepting its right to indemnification thereunder), including the right to receive Installment Sale Payments from the City.
The Certificates are limited obligations of the Corporation payable solely from and secured by a pledge of Revenues and certain funds and accounts held under the Trust Agreement. The Corporation has no taxing power.
Installment Sale Payments
Pursuant to the Installment Sale Agreement, the City is required to pay the Corporation or the Trustee, as appropriate, the Purchase Price (defined in the Installment Sale Agreement) for the Projects, without offset or deduction of any kind, by paying (i) the principal installments of the Installment Sale Payments, which principal installments shall be due annually each on its payment date, (ii) the interest installments of the Installment Sale Payments, which interest installments shall be due semiannually on each Installment Sale Payment Date and (iii) the Administration Fee which shall be due semiannually on each Installment Sale Payment Date. Each Installment Sale Payment and the Administration Fee shall be payable on and shall be required to be deposited with the Trustee on or before the fifteenth day of the calendar month immediately preceding June 1 and December 1 of each year, commencing December 1, 2026.
The obligation of the City to pay the Purchase Price by paying the Installment Sale Payments and the Administration Fee is, subject to the Installment Sale Agreement, absolute and unconditional, and until such time as the Installment Sale Payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to the Installment Sale Agreement), the City will not discontinue or suspend any Installment Sale Payments or Administration Fee required to be paid by it when due, whether or not the Project or any part thereof is complete, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.
See the captions “—Measure I Receipts” and “—Measure I Receipts Fund.” The Trust Agreement provides that the Installment Sale Payments received by the Trustee will be deposited in the Revenue Fund maintained by the Trustee under the Trust Agreement and applied to pay the principal and interest on the Certificates. See “— Revenue Fund” below.
The obligation of the City to make Installment Sale Payments under the Installment Sale Agreement is a special obligation of the City payable solely from Measure I Receipts, does not constitute a debt of the City, the Corporation, the State or any political subdivision of the State within the meaning of any constitutional or statutory debt limitation or restriction and does not constitute an obligation for which the City, the State or any political subdivision of the State is obligated to levy or pledge any form of taxation or for which the City, the State or any political subdivision of the State has levied or pledged any form of taxation. The Corporation has no taxing power.
The City covenants and agrees in the Installment Sale Agreement to apply Measure I Revenues as received to the payment of Installment Sale Payments prior to any other expenditure of such funds, subject to the release for expenditure as provided in the Installment Sale Agreement and only in an amount not exceeding the Measure I Receipts.
Measure I Receipts
The term “Measure I Ordinance” is defined in the Installment Sale Agreement to mean Ordinance No. 04-01, “An Ordinance Providing for the Continuation of a One-Half of One Percent Retail Transactions and Use Tax by the San Bernardino County Transporation [sic] Authority For Local Transportation Purposes and the Transportation Expenditure Plan,” approved by SBCTA on June 2, 2004 and approved by at least two-thirds of 10 4911-4413-5036v11/022217-0004
electors voting on such proposition in the November 2, 2004 election, including any future extensions or increases of the transportation transactions and use tax previously extended by Ordinance 04-01. The Measure I Ordinance includes the Expenditure Plan and establishes an Independent Taxpayer Oversight Committee. The Expenditure Plan describes the allocation of Measure I Revenues among the various “subareas” within the county and within such subareas to regional transportation projects, Local Street Projects, and other eligible uses.
The term “Measure I Revenues” is defined in the Installment Sale Agreement to mean revenues of SBCTA pursuant to the Measure I Ordinance derived from a retail transactions and use tax imposed in the County of San Bernardino pursuant to Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code of the State of California and Section 180050, et seq., of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented. See the caption “MEASURE I REVENUES” for more information regarding the Measure I Revenues.
The term “Measure I Receipts” is defined in the Installment Sale Agreement to mean Measure I Revenues allocated by SBCTA to the City as the City’s share of Local Street Projects funding pursuant to Section 18 of the Measure I Ordinance. Measure I Receipts does not include Measure I Revenues allocated to the City for Major Local Highways projects. See the caption “MEASURE I REVENUES—Measure I Revenues—Collection and Allocation of Measure I Revenues” for a discussion of the process under which Measure I Revenues are distributed by the California Department of Tax and Fee Administration (“CDTFA”) to the SBCTA Measure I Revenue Trustee (defined below), then by the SBCTA Measure I Revenue Trustee to the County Auditor-Controller on behalf of SBCTA, and then by the County Auditor-Controller on behalf of SBCTA to the City and other local jurisdictions.
The Measure I Receipts will only be available to pay Installment Sale Payments to the extent such Installment Sale Payments are attributable to a Measure I Project. The term “Measure I Project” is defined in the Installment Sale Agreement as a capital project for which Measure I Receipts may be expended, including the related Administration Fee. The City believes that all of the Projects constitute Measure I Projects. See the captions “THE CITY, THE COUNTY, AND THE PROJECTS—The Projects”.
Measure I Receipts Fund
The City has established the Measure I Receipts Fund (the “Measure I Receipts Fund”), which fund the City agrees and covenants in the Installment Sale Agreement to maintain in accordance with the Measure I Ordinance and the Installment Sale Agreement so long as any Installment Sale Payments remain unpaid, and all money on deposit therein shall be applied and used only as provided in the Installment Sale Agreement including, without limitation, to pay the purchase price for the Projects by paying the Installment Sale Payments and the Administration Fee. The City agrees and covenants in the Installment Sale Agreement that all Measure I Receipts shall be deposited when and as received in the Measure I Receipts Fund and held therein in trust and applied in accordance with the Installment Sale Agreement for the benefit of the Trustee (as assignee of the rights of the Corporation under the Installment Sale Agreement), the Insurer, and the Certificate Owners, and for the benefit of the owners of any Contracts.
The City covenants and agrees to apply Measure I Receipts to the payment of Installment Sale Payments prior to any other expenditure of such funds, subject to the release for expenditure as described below.
All of the Measure I Receipts and all money in the Measure I Receipts Fund, and in the funds or accounts so specified and provided for in the Installment Sale Agreement, are irrevocably pledged under the Installment Sale Agreement to the punctual payment of the Installment Sale Payments and the Administration Fee, and the Measure I Receipts shall not be used for any other purpose while any of the Installment Sale Payments remain outstanding; subject to the provisions of the Installment Sale Agreement permitting application thereof as set forth below and for the purposes and on the terms and conditions set forth herein. This pledge shall constitute a first lien on the Measure I Receipts for the payment of the Installment Sale Payments and the Administration Fee in accordance with the terms in the Installment Sale Agreement. 11 4911-4413-5036v11/022217-0004
All Measure I Receipts on deposit in the Measure I Receipts Fund will be transferred by the City to the Trustee and otherwise applied at the following times in the following order of priority, and all moneys in each of such funds shall be held in trust and shall be applied, used and withdrawn only for the purposes authorized in the Installment Sale Agreement and the Trust Agreement:
(a) Interest and Principal Account Deposits. On or before the 15th day preceding each Interest Payment Date, the City will, from the Measure I Receipts in the Measure I Receipts Fund, transfer to the Trustee for deposit in the Interest Account within the Revenue Fund established under the Trust Agreement, a sum equal to the interest becoming due and payable under the Installment Sale Agreement on the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee then holds money in the Interest Account equal to the amount of interest becoming due and payable thereunder on the next succeeding Interest Payment Date; and on or before the 15th day preceding each Interest Payment Date, the City will, from the Measure I Receipts in the Measure I Receipts Fund, transfer to the Trustee for deposit in the Principal Account within the Revenue Fund established under the Trust Agreement, a sum equal to the principal becoming due and payable under the Installment Sale Agreement on the next succeeding Interest Payment Date, except that no such deposit need be made if the Trustee then holds money in the Principal Account equal to the amount of Principal becoming due and payable under the Installment Sale Agreement on the next succeeding Interest Payment Date; and all money on deposit in the Interest Account and the Principal Account will be used to make and satisfy the Installment Sale Payments due on each date and such payments will be deposited by the Trustee to the Interest Account or the Principal Account, as the case may be, as defined in, created under and in accordance with the terms of, the Trust Agreement. The City covenants in the Installment Sale Agreement not to request SBCTA to issue obligations on its behalf payable from Measure I Revenues as provided in the Measure I Ordinance. The City additionally covenants in the Installment Sale Agreement not to make a finding that increased Measure I funding is needed to address unmet transit needs of senior and disabled transit services if such finding would have the effect of reducing the amount of Measure I Receipts below the amount needed to meet the debt service coverage test described under the caption “—Additional Contracts.” The City will also, from the moneys in the Measure I Receipts Fund, transfer to the applicable trustee for deposit in the applicable payment fund, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, any other Debt Service in accordance with the provisions of the Contract, bond, resolution or indenture relating thereto.
(b) Reserve Account Deposit. On or before the 15th day of each month, the City will, from remaining moneys in the Measure I Receipts Fund, thereafter, without preference or priority, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, transfer to (a) the Trustee for deposit in the Reserve Account that sum, if any, necessary to restore the Reserve Account to an amount equal to the Reserve Account Requirement, all in accordance with and subject to the terms and conditions of the Trust Agreement, and (b) the applicable trustee for deposit to reserve funds or accounts established in connection with Contracts an amount that is equal to the amount required to be deposited therein. (c) Administration Account Deposit. On or before the 15th day preceding each Interest Payment Date, the City will, from the remaining Measure I Receipts on deposit in the Measure I Receipts Fund, transfer to the Trustee for deposit in the Administration Account a sum equal to the Administration Fee, as determined in a Request of the City to be provided to the Trustee, becoming due and payable under the Installment Sale Agreement on the next Interest Payment Date, and all money on deposit in the Administration Account will be used to pay the Administration Fee due on such Interest Payment Date, in accordance with the terms of the Trust Agreement.
At any time that Measure I Receipts remain in the Measure I Receipts Fund after providing (or otherwise reserving) for all deposits required by subsection (a) for that bond year, subsection (b) (including amounts then owed to the Insurer in connection with any draw on the Reserve Policy), and subsection (c) above, and so long as the City is not in default under the Installment Sale Agreement or under any Contract, then any amount remaining on deposit in the Measure I Receipts Fund shall be released from the pledge and lien under the Installment Sale Agreement and shall be applied by the City in accordance with the Measure I Ordinance. 12 4911-4413-5036v11/022217-0004
Revenue Fund
Pledge of Revenues; Assignment to Trustee. Subject only to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein, the Corporation in the Trust Agreement pledges and grants a lien on the Revenues and a security interest in all right, title and interest of any other amounts held by the Trustee in any fund or account established under the Trust Agreement (other than amounts on deposit in the Acquisition Fund and the Rebate Fund) whether then or thereafter arising as security for the payment of the principal, interest, and premium, if any, evidenced and represented by the Certificates in accordance with their terms, the provisions of the Trust Agreement and the Act. Such pledge and grant constitutes a first lien on such assets and is valid and binding from the date of the Trust Agreement for the benefit of the Owners of the Certificates and successors thereto. Under the Trust Agreement, the Corporation transfers, conveys and assigns to the Trustee, for the benefit of the Owners, all of the Corporation’s right, title and interest in and to the Installment Sale Agreement (excepting its right to indemnification thereunder), including the right to receive Installment Sale Payments from the City. The Trustee is entitled to and will receive all of the Revenues, and any Revenues collected or received by the Corporation will be deemed to be held, and to have been collected or received, by the Corporation as agent of the Trustee and will forthwith be paid by the Corporation to the Trustee.
Revenue Fund. In order to carry out and effectuate the pledge, lien, and security interest described in the Trust Agreement, the Corporation agrees and covenants in the Trust Agreement that all Revenues, when and as received, will be received by the Corporation in trust under the Trust Agreement for the benefit of the Owners and will be deposited when and as received by the Corporation in the “Revenue Fund” which fund the Trustee will establish and maintain in trust in the name of the Trustee as a separate fund so long as any Certificates are Outstanding under the Trust Agreement. All Revenues will be held in trust in the Revenue Fund. All Revenues, whether received by the Corporation in trust or deposited with the Trustee as provided in the Trust Agreement, will nevertheless be allocated, applied, and disbursed solely for the purposes and uses set forth in the Trust Agreement, and will be accounted for separately and apart from all other accounts, funds, money or other resources of the Corporation, and the Corporation will have no beneficial right or interest in any of the Revenues except only as provided in the Trust Agreement.
The following funds and accounts will be established within the Revenue Fund: (i) the Interest Account; (ii) the Principal Account; (iii) the Reserve Account; (iv) the Administration Account; and (v) the Surplus Account. All money in each of such funds and accounts will be held in trust by the Trustee and will be applied, used and withdrawn only for the purposes authorized in the Trust Agreement.
Pursuant to the Trust Agreement, all money in the Revenue Fund will be set aside by the Trustee in the following respective special accounts within the Revenue Fund in the following order of priority:
Interest Account. On or before the Business Day immediately preceding each Interest Payment Date, the Trustee will transfer from amounts on deposit in the Revenue Fund to the Interest Account that amount of money which is equal to the amount of interest becoming due and payable as evidenced by the Certificates on the next succeeding Interest Payment Date. No such deposit need be made if the amount contained in the Interest Account is at least equal to the aggregate amount of interest becoming due and payable as evidenced and represented by the Certificates on such Interest Payment Date. All money in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest evidenced and represented by the Certificates as it will become due and payable (including accrued interest evidenced and represented by any Certificates purchased or prepaid prior to the payment dates thereof).
Principal Account. On or before the Business Day immediately preceding each June 1 on which principal evidenced and represented by the Certificatesis due and payable, the Trustee will transfer from amounts on deposit in the Revenue Fund to the Principal Account an amount of money equal to the amount of principal becoming due and payable as evidenced by the Certificates on the next succeeding principal payment date. No such deposit need be made if the amount contained in the Principal Account is at least equal to the aggregate 13 4911-4413-5036v11/022217-0004
amount of principal becoming due and payable on the Certificates on such principal payment date. All the money in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal evidenced and represented by the Certificates as it will become due and payable, whether on their respective principal payment or prepayment dates, except that any money in any sinking fund account will be used and withdrawn by the Trustee only to purchase or to redeem or to pay Term Certificates for which such sinking fund account was created.
Reserve Account. The Trustee will transfer from amounts deposited in the Revenue Fund to the Reserve Account that amount of money (or other authorized deposit of security) which will be required to maintain the Reserve Account in the full amount of the Reserve Account Requirement. The Trust Agreement defines “Reserve Account Requirement” to mean, as of any date of calculation, an amount equal to the least of (i) 10% of the initial stated principal amount (within the meaning of Section 148 of the Code) of the Certificates; (ii) 125% of the average annual Debt Service (as defined in the Installment Sale Agreement), on the Certificates, or (iii) the Maximum Annual Debt Service (as defined in the Installment Sale Agreement). See Appendix A.
No deposit need be made in the Reserve Account so long as there will be on deposit therein a sum equal to the Reserve Account Requirement. All money in the Reserve Account (including all amounts which may be obtained from any insurance policy on deposit in the Reserve Account) will be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account or the Principal Account, in that order, in the event of any deficiency at any time in either of such accounts, but solely for the purpose of paying the interest or principal payable in connection with the Installment Sale Agreement, except that any cash amounts in the Reserve Account in excess of the amount required to be on deposit therein will be withdrawn from the Reserve Account on each Interest Payment Date and deposited in the Interest Account.
In lieu of making a Reserve Account Requirement deposit or in replacement of moneys then on deposit in the Reserve Account (which will be transferred by the Trustee to the City upon delivery of an insurance policy satisfying the requirements stated below), the City may also deliver to the Trustee an insurance policy (a “Qualified Reserve Instrument”) securing an amount, together with moneys or Permitted Investments on deposit in the Reserve Account, no less than the Reserve Account Requirement, issued by an insurance company licensed to issue insurance policies guaranteeing the timely payment of the principal and interest represented and evidenced by the Certificates and whose unsecured debt obligations (or for which obligations secured by such insurance company’s insurance policies) are rated in one of the two highest rating categories (without respect to any modifier) of the Rating Agency. Notwithstanding anything to the contrary set forth in the Trust Agreement, amounts on deposit in the Reserve Account will be applied solely to the payment of debt service due on the Certificates.
If and to the extent that the Reserve Account has been funded with a combination of cash (or Permitted Investments) and a Qualified Reserve Instrument, then all such cash (or Permitted Investments) will be completely used before any demand is made on such Qualified Reserve Instrument, and replenishment of the Qualified Reserve Instrument will be made prior to any replenishment of any cash (or Permitted Investments).
If the Reserve Account is funded, in whole or in part, with more than one Qualified Reserve Instrument, then any draws made against such Qualified Reserve Instrument will be made pro rata. The prior written consent of the Insurer will be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the Reserve Account, if any. Amounts on deposit in the Reserve Account will be applied solely to the payment of debt service due on the Certificates.
The Reserve Account Requirement for the Certificates will be satisfied by the delivery of the Reserve Policy by the Insurer on the Closing Date with respect to the Certificates with a stated policy amount equal to the Reserve Account Requirement. Neither the City nor the Corporation will have any obligation to replace the Reserve Policy or other Qualified Reserve Instrument or to fund the Reserve Account with cash if, at any time that the Certificates are Outstanding, any rating assigned to the Insurer is downgraded, suspended or withdrawn or amounts are not available under the Reserve Policy or other Qualified Reserve Instrument, other than in connection with a draw on the Reserve Policy or other Qualified Reserve Instrument. See the caption “BOND INSURANCE.”
14 4911-4413-5036v11/022217-0004
Administration Account. On or before the Business Day immediately preceding each June 1 on which principal represented and evidenced by the Certificatesis due and payable, the Trustee will transfer from amounts deposited in the Revenue Fund, and deposit into the Administration Account, an amount equal to the Administration Fee. All money in the Administration Account will be used and withdrawn by the Trustee solely for the purpose of paying the fees of the Trustee and, upon the written direction of the City, the fees of the Rebate Analyst and any other similar fee payable in connection with the administration of the Installment Sale Agreement and the Trust Agreement, payable by the City, in accordance with the Installment Sale Agreement.
Upon the Request of the City provided to the Trustee on or after any Interest Payment Date, any cash amounts in the Administration Account in excess of the amount required to be on deposit therein will be withdrawn from the Administration Account and deposited in the Interest Account.
The term “Administration Fee” is defined in the Trust Agreement to mean an amount equal to the sum of the Trustee’s fees, the Rebate Analyst Fee and any other similar fee payable in connection with the administration of the Installment Sale Agreement and the Trust Agreement, payable by the City, in accordance with the Installment Sale Agreement, on the 15th day of the month preceding each June 1 on which principal evidenced and represented by the Certificates is due and payable.
Surplus Account. On the Business Day immediately following each Interest Payment Date, the Trustee will deposit in the Surplus Account all money remaining in the Revenue Fund after the deposits, required by the Trust Agreement, have been made. On June 30 of each year, beginning on June 30, 2026, the Trustee will disburse the money in the Surplus Account to the City to the extent the deposit of moneys, together with investment earnings thereon, if any, exceeded the deposits required by the Trust Agreement.
Deposit of Other Available Revenues
The City may satisfy its obligation to deposit Installment Sale Payments with the Trustee by depositing Other Available Revenues with the Trustee and, if and when so deposited, such Other Available Revenues will be irrevocably pledged to the payment of Installment Sale Payments. Unless and until deposited with the Trustee, such Other Available Revenues are not pledged to the payment of Installment Sale Payments.
The term “Other Available Revenues” is defined in the Installment Sale Agreement to mean revenues, other than Measure I Receipts, legally available to the City to make Installment Sale Payments, if any.
Additional Contracts
So long as the City is not in default under the Installment Sale Agreement, the City may at any time execute any Contract or amend any Contract, the installment sale payments under and pursuant to which, as the case may be, are payable from, and secured by a pledge and lien on, the Measure I Receipts on a parity with the payment by the City of the Installment Sale Payments as provided in the Installment Sale Agreement; provided, that the lesser of (i) audited Measure I Receipts for the Fiscal Year next preceding the date of the adoption by the City Council of the City of the resolution authorizing the execution of such Contract and (ii) SBCTA estimates (if prepared and made available to the City) of the City’s share of Measure I Revenues for the current Fiscal Year, shall have produced a sum equal to at least 150% of the Maximum Annual Debt Service on all Contracts outstanding after the execution of such amendment or Contract as calculated in writing by the City and a third-party financial consultant to the City. Notwithstanding the foregoing provisions, there shall be no limitations on the ability of the City to execute any Contract at any time to refund any outstanding Contract where such refunding results in a reduction in annual payment on such Contract.
As used herein, “Contracts” means the Installment Sale Agreement and all other installment sale contracts, capital leases or similar obligations of the City authorized and executed by the City under and pursuant to applicable law, the interest and principal and prepayment premium, if any, payments under and pursuant to which are payable from Measure I Receipts on a parity with the payment of the Installment Sale Payments. 15 4911-4413-5036v11/022217-0004
The City covenants not to request SBCTA to issue obligations on its behalf payable from Measure I Revenues as provided in the Measure I Ordinance.
BOND INSURANCE
[TO COME]
THE CORPORATION
The Public Property Financing Corporation of California is a non-profit public benefit corporation organized and existing under the laws of the State of California. The Corporation specializes in providing taxexempt financing for public agencies and non-profit institutions. The Corporation has the authority to provide assistance to the City in financing the acquisition, construction and improvement of public infrastructure and facilities for the City. The Corporation’s principal place of business is located at 2829 Townsgate Road, Suite 100, Westlake Village, CA 91361.
SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
Effective January 1, 2017, Senate Bill 1305 (SB 1305) established the San Bernardino County Transportation Authority (“SBCTA”) as the successor entity to the San Bernardino Associated Governments (“SANBAG”), in its capacity as the San Bernardino County Transportation Commission, the County of San Bernardino local transportation authority, service authority for freeway emergencies, and local congestion management agency. SANBAG was established as a joint powers authority in 1973 to improve and coordinate certain governmental services on a countywide subregional basis. SANBAG serves as a council of governments for the County and its incorporated cities and towns. (Effective May 9, 2024, SANBAG officially became known as San Bernardino Council of Governments (“SBCOG”).) SBCOG is included as a blended component unit of SBCTA due to the identity of governing bodies of the two agencies and a financial benefit relationship between them. Separate financial statements are not issued for SBCOG. The balances and activities of SBCOG are reported in the nonmajor governmental funds of the SBCTA financial statements. SBCTA acts as the San Bernardino County Transportation Commission (the Commission), established in 1977 under Division 12 (commencing with Section 130000) of the Public Utilities Code to provide transportation planning and programming at the local level. Funding for the Commission is provided from transportation funds and federal grant programs administered through the California Department of Transportation (Caltrans). SBCTA also serves as the local transportation authority, established under Division 19 (commencing with Section 18000) of the Public Utilities Code. As the local transportation authority, SBCTA is responsible for carrying out the provisions of the Measure I Ordinance.
SBCTA’s Board of Directors is governed by 29 elected officials (the “SBCTA Board”). The SBCTA Board is composed of a representative from each of the 24 cities in San Bernardino County and all five members of the San Bernardino County Board of Supervisors.
SBCTA is responsible for carrying out the provisions of the Measure I Ordinance, including contracting with the California Department of Tax and Fee Administration (“CDTFA”) to administer the collection and allocation of the Measure I Revenues. The SBCTA Board exercises and discharges the following powers and responsibilities in implementation of the Measure I Ordinance: (i) prepare and update the Ten Year Delivery Plan every two years to guide the long-term implementation of Measure I Revenues; (ii) ensure compliance with the requirements set forth by the Measure I Ordinance and the Expenditure Plan; and (iii) allocate Measure I Revenues to the County and cities in the County, transit operators, and regional projects according to the Expenditure Plan and the Ten Year Delivery Plan.
SBCTA HAS NOT ENTERED INTO ANY CONTRACTUAL COMMITMENT WITH THE CITY,
THE CORPORATION, THE TRUSTEE OR THE OWNERS OF THE CERTIFICATES TO PROVIDE ANY
INFORMATION, INCLUDING INFORMATION REGARDING SBCTA, OR MEASURE I TO THE CITY, 16 4911-4413-5036v11/022217-0004
THE CORPORATION, THE TRUSTEE OR THE OWNERS OF THE CERTIFICATES. NEITHER SBCTA
NOR SBTCA HAS REVIEWED THIS OFFICIAL STATEMENT AND NEITHER SBCTA NOR SBTCA HAS
MADE REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR
COMPLETENESS OF THE INFORMATION CONTAINED OR INCORPORATED HEREIN, INCLUDING INFORMATION WITH REGARD TO SBTCA, SBCTA, OR MEASURE I. NEITHER SBCTA NOR SBTCA
IS CONTRACTUALLY OBLIGATED, AND NEITHER SBCTA NOR SBTCA HAS UNDERTAKEN, TO
UPDATE SUCH INFORMATION FOR THE BENEFIT OF THE CITY, THE CORPORATION, OR THE OWNERS OF THE CERTIFICATES UNDER RULE 15c2-12.
THE CITY, THE COUNTY, AND THE PROJECTS
The City
General. The City of Barstow (the “City”) encompasses approximately 40 square miles and is located in the northern part of San Bernardino County (the “County”). The City is a major transportation hub for the Inland Empire with several major highways, including Interstate 15, Interstate 40, and California State Route 58, converging in the City. As of January 1, 2025, the population of the City is estimated to be approximately 24,811.
The City provides a full range of services, including police and fire protection services, economic development, construction and maintenance of roadways, parks, streets, and other infrastructure, recreational and cultural activities, utility services of sewer and solid waste collection, and general administrative services.
Barstow International Gateway. In recent years, a significant development project has been underway (in the planning and entitlement phases) that will, if it proceeds, cause substantial growth in the City and surrounding areas. The Barstow International Gateway (“BIG”) project is an effort by BNSF Railway to develop approximately 4,300 acres into a major rail facility that includes 9.0 million square feet of transload warehousing in a closed loop system between the railyard and the warehouses. The goal is to increase the speed and reliability, and lower the cost, of moving containerized goods between the Ports of Los Angeles and Long Beach and their end destinations. Based on the scale of this project, the City estimates potential growth of 6,326 households, 6,608 dwelling units, 18,531 residents, 15,341,198 square feet of non-residential uses, and 10,819 jobs by 2048.
Approximately 60% of the BIG project and the related residential and non-residential development would occur in areas currently located in unincorporated San Bernardino County which the City believes will eventually be annexed to the City, although the City can provide no assurance as to the timing of such annexation. Some of this growth would occur in unincorporated areas of the County in the North Desert Subarea that would not be annexed to the City. See the caption “RISK FACTORS— Impact of Changes in Population and Tax Revenues on City Share of Measure I Revenues.”
The schedule for the BIG project currently anticipates that the first goods movement would occur by the end of 2027; however, lawsuits have been filed by environmental organizations to challenge the project, which could slow the progress of the project or potentially halt the project altogether.
The BIG project is subject to the normal risks associated with such a development project, and the City can provide no assurance as to whether, or when, the BIG project will be completed, or as to whether, or when, the ancillary development resulting in the growth in residential and non-residential uses described above will occur.
City Government and Administration. The City was incorporated in 1947 as a general law city. The City operates under a council-manager form of government. The City Council consists of five representatives, which includes the Mayor. The council is elected on a non-partisan basis. Council members serve four-year terms and elections are staggered every two years. The Mayor is elected to serve a four-year term. The Mayor is elected at large while the council members are elected by district. 17 4911-4413-5036v11/022217-0004
The current City Council members and their respective term expiration dates are as follows:
Name and Office District Term Expires
Timothy R. Silva, Mayor November, 2026
Carmen Hernandez, Council Member 1 November, 2026
James Noble, Mayor Pro Tem 2 November, 2026
Barbara M. Rose, Council Member 3 November, 2028
John Williams, Council Member 4 November, 2028
The City Council sets policy, enacts legislation, and adopts the budget under which the City operates.
The City Manager is responsible for carrying out the policies and ordinances of the governing council, for overseeing the day-to-day operations of the City government, and working with the directors and managers of City departments.
Key Personnel. Brief biographies of the City Manager and Finance Director follow below.
Rochelle Clayton, City Manager. Rochelle Clayton joined the City as City Manager in 2025, with over 10 years experience serving various city management roles. Prior to joining the City, Ms. Clayton served as Interim City Manager for the City of San Bernardino, where she oversaw a $200 million budget, led homelessness policy negotiations, and implemented citywide operational improvements. Prior to that, as Assistant City Manager in Menifee, she was instrumental in launching the city’s police department, managing critical infrastructure projects, and enhancing municipal service delivery. Ms. Clayton holds memberships with the International City/County Management Association and the California Society of Municipal Finance Officers.
Sydnie Harris, Finance Director. Sydnie Harris joined the City as Finance Director in November 2023.
Prior to joining the City, Ms. Harris served as Director of Finance for the Town of Apple Valley, where she managed an 11-person department overseeing general accounting functions and treasury management services.
Previously, as Deputy Director of Finance for the City of San Bernardino, she supervised a staff of eight and assisted with management of the City of San Bernardino’s fiscal recovery following bankruptcy. She also served as Interim Chief for Human Services Auditing for the County of San Bernardino, where she led a department of 51 employees, directed program compliance audits, and oversaw approximately $580 million in annual program disbursements. Ms. Harris has served as treasurer for the Association of Government Accountants for ten years and for the Inner City Youth Educational Athletic Association for fifteen years. She holds a Bachelor of Science in Accounting from California State University, Dominguez Hills and a Master of Science in Accounting with a concentration in Finance, earned with honors from American Public University.
Certain economic and demographic information regarding the City is included in Appendix B. See the caption “MEASURE I REVENUES,” for discussions of the portions of Measure I Revenues that have historically been or are projected to be allocated to the City by SBCTA, as administrator of the Measure I Ordinance and the Expenditure Plan.
The County of San Bernardino
The County was established by an act of the State Legislature on April 23, 1853, which formed the County from the eastern part of Los Angeles County. The County includes twenty-four incorporated cities and encompasses an area of over 20,000 square miles making it the largest county in California in terms of geographical area.
The County is a charter county divided into five supervisory districts on the basis of registered voters and population. The County is governed by a five-member Board of Supervisors (the “Board of Supervisors”) who serve staggered four-year terms. The Chairman is elected by and from the members of the Board of Supervisors. Luther Snoke serves as the County’s Chief Executive Officer. 18 4911-4413-5036v11/022217-0004
County administration includes a number of appointed officials, including ones appointed by or jointly appointed by a combination of the Board of Supervisors and the County’s Chief Executive Officer. Other officials are appointed by various County administrators, including those appointed by Assistant County Executive Officers and the County’s Chief Financial Officer. There are five officials elected by county-wide vote to four-year terms: the Assessor/Recorder/County Clerk, Auditor-Controller/Treasurer/Tax Collector, District Attorney, Superintendent of Schools, and Sheriff/Coroner/Public Administrator. In addition, many boards, commissions and committees assist the Board of Supervisors and County officials.
The County provides a wide range of services to its residents in the areas of police protection, medical and health care, senior citizen assistance, consumer affairs, public libraries, courts support programs, airports, parks, and public assistance programs. Other services such as fire protection, lighting, road maintenance, and flood control are provided by special districts that are governed by the Board of Supervisors. Some municipal services are provided by the County on a contractual basis to incorporated cities within their boundaries. This allows cities to contract for municipal services without incurring the cost of creating their own city departments and facilities.
The County is bordered on the west by Los Angeles County, on the east by the State of Arizona and the State of Nevada, on the north by Inyo County and Kern County, and on the south by Orange and Riverside Counties. Composed essentially of three geographic regions—valley, mountain and desert—elevation in the County ranges from a high of 11,502 feet above sea level to a low of 181 feet above sea level.
For demographic information regarding City and the County, see APPENDIX B–“THE CITY OF
BARSTOW AND THE COUNTY OF SAN BERNARDINO ECONOMIC, DEMOGRAPHIC, AND FINANCIAL INFORMATION.”
The Projects
A portion of the proceeds of the Certificates will be used by the City to pay for a portion of the design, acquisition, installation, and construction of certain street rehabilitation projects located in the City (collectively referred to herein as the “Projects”). The Projects have been identified by the City Council as priority health, safety and connectivity projects in the City. The City believes that each of the Projects constitutes a Measure I Project, the costs of which may be paid by Measure I Receipts.
Following public advertisement and a public bidding process, on February 3, 2026, the City Council awarded the Projects to Sully Miller Contracting Company, the lowest responsible bidder, for a contract price of $16,323,787. The City contracted with Merrell Johnson Engineering for Construction Management and Inspection services. In addition to the net proceeds of the Certificates, the City has identified the following sources of funding for the Projects: approximately $2.18 million in Gas Tax funds, approximately $1.2 million in SB-1 funds, approximately $360,000 in development impact fees, and approximately $1.7 million in Measure I Revenues previously allocated to and received by the City.
STATE SALES TAX
In general, the State sales tax applies to the gross receipts of retailers from the sale of tangible personal property. The State use tax is imposed on the storage, use, or other consumption in the State of property purchased from a retailer for such storage, use, or other consumption. Because the use tax does not apply to cases where the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within the State. The State sales and use taxes are referred to collectively herein at times as the “State Sales Tax.” As of January 1, 2025, the State Sales Tax rate is 7.25%.
The Measure I Tax is generally imposed upon the same transactions and items that are subject to the State Sales Tax. Many categories of transactions are exempt from the State Sales Tax. The most important of these exemptions are sales of food products for home consumption, prescription medicine, edible livestock and 19 4911-4413-5036v11/022217-0004
their feed, seed and fertilizer used in raising food for human consumption, and gas, electricity, and water when delivered to consumers through mains, lines and pipes. In addition, Occasional Sales (i.e., sales of property not held or used by a seller in the course of activities for which he or she is required to hold a seller’s permit) are generally exempt from the State Sales Tax; however, the Occasional Sales exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the County that are shipped to a point outside the County, pursuant to the contract of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt from the State Sales Tax.
MEASURE I REVENUES
The Measure I Tax
Pursuant to the Installment Sale Agreement, the City will pledge its Measure I Receipts to the payment of the Installment Sale Payments.
Under the Local Transportation Authority and Improvement Act, SBCTA is authorized to adopt retail transactions and use tax ordinances applicable in the incorporated and unincorporated territory of the County in accordance with the Transactions and Use Tax Law upon authorization by two-thirds of the electors voting on the issue. In accordance with the Local Transportation Authority and Improvement Act, on August 2, 1989, SBCTA adopted Ordinance 89-1 (the “Original Measure I Ordinance”), which authorized the Measure I Tax, a retail transactions and use tax for public transit purposes. The Original Measure I Ordinance was submitted to the electors of the County of San Bernardino and approved at an election held on November 7, 1989, by more than two-thirds of the voters. The Original Measure I Ordinance imposed the Measure I Tax, which is a tax of one-half of one percent (0.5%) of the gross receipts of retailers from the sale of tangible personal property sold at retail in the County of San Bernardino and a use tax at the same rate upon the storage, use, or other consumption in the County of San Bernardino of such property purchased from any retailer for storage, use, or other consumption in the County of San Bernardino, subject to certain limited exceptions. As approved by the voters in 1989, the Measure I Tax was limited to 20 years in duration and terminated on March 31, 2010. On June 2, 2004, the SBCTA adopted the Measure I Ordinance, which extended the imposition of the Measure I Tax for an additional 30 years, commencing on the day after the termination of the Measure I Tax under the Original Measure I Ordinance, to the termination date of March 31, 2040. The Measure I Ordinance was submitted to the electors of the County of San Bernardino and approved at an election held on November 2, 2004, by more than two-thirds of the voters. Collection of the Measure I Tax under the additional 30-year period began on April 1, 2010.
The Measure I Tax is in addition to: (i) the statewide sales and use tax levied by the State (currently
7.25%), and (ii) additional local sales and use tax rates levied by individual cities in the County. See the caption “STATE SALES TAX.”
Action by the State Legislature, by propositions placed on the ballot by state or local agencies, or by voter initiative could change the transactions and items upon which the State Sales Tax and the Measure I Tax are imposed, adopt additional sales and use tax measures, or repeal or amend existing sales and use tax measures.
Such changes or amendments could have either an adverse or beneficial effect on Measure I Revenues. The City is not currently aware of any proposed legislative change that could have a material effect on Measure I Revenues.
Only the Measure I Revenues actually allocated to and received by the City are pledged to payment of the Installment Sale Payments.
Measure I Ordinance. The Measure I Ordinance provides for imposition of and governs the use of the Measure I Tax. The Measure I Ordinance includes the Transportation Expenditure Plan attached to the Measure I Ordinance as Exhibit A (as amended from time to time, the “Expenditure Plan”). 20 4911-4413-5036v11/022217-0004
Safeguards; Maintenance of Effort and Development Impact Fees. The Measure I Ordinance contains the following taxpayer safeguards: (1) an Independent Taxpayer Oversight Committee is established to provide citizen review and to ensure that all Measure I Revenues are spent in accordance with the Measure I Ordinance and Expenditure Plan, (2) SBCTA administrative costs are limited to one percent of the annual net amount of Measure I Revenues, and (3) the Measure I Revenues are not permitted to replace existing road funding programs (the “Maintenance of Effort” requirement describe below) or requirements for new development to provide for the road needs created by such new development. See “Maintenance of Effort” and “New Development Impact Fees” below.
The City covenants in the Installment Sale Agreement that it will use its best efforts to comply with all provisions of law and any regulations issued thereunder relating to the Measure I Revenues, including, but not limited to, the Measure I Ordinance, any applicable congestion management plans relating to the City and the California Environmental Quality Act (CEQA) relating to the Projects, and will take any and all reasonable actions required in order to maintain the City’s ability to receive the Measure I Revenues and apply the same as provided in the Installment Sale Agreement; provided, that nothing herein shall require the City to take any action or expend any City funds to comply with any such requirements deemed unreasonable in the sole discretion of the City, so long as failure to take such action or expend such funds will not cause the amount of estimated Measure I Revenues to be received by the City in the next Fiscal Year to be less than 150% of Maximum Annual Debt Service. See Appendix A.
Return to Source; Subareas. The Measure I Ordinance includes a “Return to Source” policy, which provides that, after deduction of required CDTFA fees and administrative costs, Measure I Revenues generated from specified subareas within the County as outlined in the Expenditure Plan will be expended on projects of direct benefit to that subarea. Measure I Revenues are accounted for separately for each subarea and then allocated to specific project categories in each subarea. Other than projects identified in the Cajon Pass Expenditure Plan, revenues generated within a subarea shall be expended outside of that subarea only upon approval of 2/3 of the jurisdictions in the affected subarea.
The City is in the “North Desert” Subarea of the County and is the only city located in the North Desert Subarea. The City currently receives approximately 58% of the Measure I Revenues allocated to Local Street Projects in the North Desert Subarea (the remainder is allocated to the County for use in unincorporated areas in the North Desert Subarea). The other subareas in the County are the Victor Valley, Valley, Mountains, Morongo Basin, and Colorado River subareas. A depiction of the location of each Subarea is set forth below. 21 4911-4413-5036v11/022217-0004
See “— Collection and Allocation of Measure I Revenues,” below, for more information about the subareas.
SBCTA Obligations. The Measure I Ordinance expressly authorizes SBCTA to issue bonds or other evidence of indebtedness in the aggregate principal amount at any one time outstanding not to exceed the estimated proceeds of the Measure I Revenues, secured solely by Measure I Revenues, to finance capital expenditures in accordance with the Expenditure Plan. See the caption “—SBCTA Obligations; Senior Lien on Measure I Revenues” for information regarding outstanding SBCTA Obligations.
Expenditure Plan. The Expenditure Plan attached to the Measure I Ordinance can be amended from time to time. Beginning in 2015 and every ten years thereafter, the Measure I Ordinance provides for SBCTA to review the Expenditure Plan and consider recommendations from local governments, transportation agencies, and the public, and propose revisions to the Expenditure Plan as needed. Amendments to the Expenditure Plan are proposed by SBCTA, notice is provided to the County and the cities/towns in the County, and the city/town councils and County Board of Supervisors have 60 days to approve or oppose the amendments. Boundaries of the subareas can be amended only by unanimous approval of all jurisdictions in the affected subareas. An amendment to the Expenditure Plan requires approval by the County Board of Supervisors, the SBCTA Board, and a majority of the cities/towns constituting a majority of the incorporated population (and amendments to the Victor Valley Expenditure Plan also requires two-thirds vote of the jurisdictions within the Victor Valley subarea). To date, the Expenditure Plan has not been amended.
The Measure I Strategic Plan. In April 2009, the SBCTA Board approved the Measure I 2010- 2040 Strategic Plan, which establishes the policies, procedures, and institutional processes needed to manage the implementation and on-going administration of the Measure I Ordinance and Expenditure Plan. On September 6, 2017, the Board approved the 2017 update to the Strategic Plan. The Strategic Plan is the official guide and reference for the allocation and administration of the combination of Measure I funds, Federal and State transportation revenues, and private fair-share contributions from new development to regional transportation facilities. The intent of the Strategic Plan is to structure SBCTA’s Measure I programs so that they fulfill commitments made to the voters, are financially feasible and scaled to the revenue projected to be available, are implemented with policies and procedures that provide financial accountability, treat each of the 22 4911-4413-5036v11/022217-0004
SBCTA member jurisdictions equitably, and provide predictable access to Measure I revenues; and can be managed with the resources available to SBCTA.
Ten Year Delivery Plan. One of the key requirements of the Strategic Plan is the preparation of, and regular update to, a Ten Year Delivery Plan. The Ten Year Delivery Plan was first approved by the SBCTA Board in 2012. It is generally updated every two years to provide a transparent list of projects that will be developed during the next 10 years and to define the scope, schedule, and budget for these projects given current information and assumptions. The Ten Year Delivery Plan establishes a common understanding among members of the SBCTA Board, SBCTA staff, member agencies, and citizens of the County, sets a baseline upon which future changes in revenues, costs, scopes, and schedules are measured, enables SBCTA to meet the requirements of bond rating agencies for the future sale of SBCTA Obligations, and serves as SBCTA’s commitment to fund specific projects. The 2025 Update to the Ten Year Delivery Plan, along with SBCTA Board-approved actions since approval in February 2025, provide the basis for the preparation of the SBCTA Budget for capital projects and issuance of SBCTA Obligations. See the caption “MEASURE I REVENUES— SBCTA Obligations; Senior Lien on Measure I Revenues.”
Local Jurisdiction Five Year Capital Improvement Plan. The Ten Year Delivery Plan does not specify which Local Street Projects will be undertaken by the cities and the County; this discretion is left to the local jurisdiction so long as the projects constitute Measure I Projects. Each local jurisdiction annually prepares and submits to SBCTA a Five Year Capital Improvement Plan listing the Measure I Projects planned for Measure I funding over the next five years.
Measure I Revenues
Allocation and Use of Measure I Revenues. The Expenditure Plan and the Ten Year Delivery Plan provide that Measure I Revenues generated in the North Desert Subarea will be distributed as follows: 68% is apportioned to the City and the County for Local Street Projects within the subarea; 2% is reserved by SBCTA for Project Development and Traffic Management Systems; 25% is retained by SBCTA for Major Local Highway Projects, and 5% is retained by SBCTA for Senior and Disabled Transit Service (subject to increases as provided below).
The Measure I Revenues available for Local Street Projects are generally distributed to the City and County on a monthly basis, and are allocated as follows: 50% is allocated to the City and County based upon population and 50% is allocated to the City and County based on tax generation. For fiscal year 2025-26, SBCTA determined that 42.83% of the population in the North Desert Subarea is located in the City and 73.31% of the Measure I Revenues generated in the North Desert Subarea were generated in the City, and is allocating approximately 58% of the North Desert Subarea Measure I Revenues for Local Street Projects to the City.
SBCTA updates its population estimates and tax revenue generation estimates annually for purposes of determining the correct distribution of Measure I Revenues among local jurisdictions.
The 2025 Update to the Ten Year Delivery Plan estimated that $40 million would be generated in the North Desert Subarea and be available for Local Street Projects over the ten year period from fiscal year 2024- 25 through 2033-34; however, it should be noted that the Measure I Revenues estimates for fiscal years 2024- 25 and 2025-26 as estimated in the Ten Year Delivery Plan were significantly higher than the actual Measure I Revenues generated in those years. SBCTA also prepares annual estimates of Measure I Revenues and the allocation thereof to local jurisdictions in each Subarea. For fiscal year 2025-26, SBCTA estimated that approximately $4.46 million in Measure I revenues would be generated in the North Desert Subarea, of which approximately $3.04 million would be allocated to Local Street Projects. Of that amount, approximately $1.76 million was estimated to be available to the City for Local Street Projects. [As of March 1, 2026, the City estimates that it has received approximately $970,855 in Measure I Revenues for Local Street Projects from SBCTA for Fiscal Year 2025-26.][ Update prior to posting] The City receives Measure I Revenues on a monthly basis. The amount of the monthly Measure I Revenue distribution to the City varies from month to month. 23 4911-4413-5036v11/022217-0004
Further, the City accounts for revenues received in July and August in June, resulting in significantly higher revenues in June than in prior months.
See “— Historic Measure I Revenues” and “— Estimated Measure I Revenues,” below.
Collection and Allocation of Measure I Revenues
CDTFA Distribution of Measure I Revenues. Collection of the Measure I Tax is administered by the California Department of Tax and Fee Administration (“CDTFA”). CDTFA distributes Measure I Revenues on a monthly basis*, based on CDTFA’s estimate of the Measure I Revenues received two months prior, with a quarterly reconciliation payment (or deduction) made in November, February, May, and August of each year.
For example, in September, CDTFA distributes the estimated amount generated in the prior July; in October, CDTFA distributes the estimated amount generated in the prior August, and in November, CDTFA distributes the estimated amount generated in the prior September, adjusted to account for actual prior under- or overpayments for the preceding quarter.
SBCTA and CDTFA have entered into an agreement for CDTFA to administer the collection of the Measure I Revenues and to authorize payment of Measure I Revenues directly to the Measure I Revenues Trustee, as trustee under the Measure I Revenues Indenture under which the SBCTA Senior Lien Bonds were issued. (See the caption “—SBCTA Obligations; Senior Lien on Measure I Revenues,” below.) CDTFA, after deducting amounts payable to itself, is required to remit the balance of amounts received from the Measure I Tax directly to the Measure I Revenues Trustee. As described below under the caption “— SBCTA Obligations; Senior Lien on Measure I Revenues,” the Measure I Revenues Trustee is required to apply the Measure I Revenues to make monthly deposits to the funds and accounts established under the Measure I Revenues Indenture to pay the SBCTA Senior Lien Bonds and any Parity Obligations and to transfer the remaining amounts to make payments with respect to any Subordinate Obligations and Swap Agreements (all as defined below) incurred by SBCTA and payable from the Measure I Revenues. After payments have been made with respect to the SBCTA Obligations, the remaining unapplied Measure I Revenues, if any, are transferred to SBCTA for use for any purpose contemplated by the Measure I Ordinance (including distribution to local jurisdictions, including the City).
Allocation of Measure I Revenues by Subarea. Pursuant to Section VII of the Measure I Ordinance and the Expenditure Plan, SBCTA, after making a deduction for required CDTFA fees and authorized costs (including payments with respect to all SBCTA Obligations), revenues generated from each specified subarea within the County will be expended on projects of direct benefit to that subarea. Revenues will be accounted for separately for each subarea and then allocated to specified project categories. Decisions on how revenues are expended by the SBCTA within the subareas will be made by the SBCTA Board, based upon recommendation of local representatives.
Subarea Identification. The following subareas are listed in the SBCTA Expenditure Plan. The San Bernardino Valley Subarea includes the cities of Chino, Chino Hills, Colton, Fontana, Grand Terrace, Highland, Loma Linda, Montclair, Ontario, Rancho Cucamonga, Redlands, Rialto, San Bernardino, Upland and Yucaipa and unincorporated areas in the east and west portions of the San Bernardino valley urbanized area. The Mountain-Desert Area includes the following subareas: (1) The North Desert Subarea, which includes the City of Barstow and surrounding unincorporated areas; (2) The Colorado River Subarea, which includes the City of Needles and the surrounding unincorporated areas of the East Desert; (3) The Morongo Basin Subarea, which includes the City of Twentynine Palms, the Town of Yucca Valley, and surrounding unincorporated areas; (4) The Mountain Subarea, which includes the City of Big Bear Lake and surrounding unincorporated areas of the San Bernardino Mountains; and (5) the Victor Valley Subarea, which includes the Cities of Adelanto, * While State law currently requires CDTFA to distribute payments at least twice each quarter, CDTFA’s historic and current practice is to transmit payments to local jurisdictions on a monthly basis. 24 4911-4413-5036v11/022217-0004
Hesperia, and Victorville; the Town of Apple Valley; and surrounding unincorporated areas including Wrightwood.
Allocation of Measure I Revenues within the North Desert Subarea. The City of Barstow is within the North Desert Subarea of the Mountain-Desert Area. Measure I Revenues collected in the Mountain-Desert Area will be allocated to each of the subareas therein, including the North Desert Subarea, among the following project categories according to the following percentages.
Local Street Projects. 70% of the Measure I Revenues collected within each subarea shall be apportioned for Local Street Projects (as described below) within each subarea. Of that amount, 2% of revenue collected within each subarea shall be reserved by SBCTA in a special account to be expended on Project Development and Traffic Management Systems. Eligible Project Development and Traffic Management Systems projects are defined in the SBCTA Expenditure Plan to include, at the discretion of local subarea representatives, costs associated with corridor studies and project study reports, projects to improve traffic flow and maximize use of transportation facilities, congestion management, commuter assistance programs, and projects which contribute to environmental enhancement associated with highway facilities.
After reservation of 2% collected in each subarea for Project Development and Traffic Management Systems, the remaining amount of funds in the general Local Street Projects category shall be allocated to local jurisdictions based upon population (50%) and tax generation (50%). Population calculations shall be based upon the most current State Department of Finance estimates for January 1 of each year. Estimates of unincorporated population within each subarea shall be determined by the County Planning Department, reconciled with the State Department of Finance population estimate. Tax generation calculations shall be based upon CDTFA data.
Changes in population in the City and the unincorporated areas within the North Desert Subarea could have a material impact on the allocation of Measure I Revenues to the City. For example, significant decreases in the number of people residing in the City, or significant increases in the population in the unincorporated areas of the North Desert Subarea could cause the City’s share of the North Desert Subarea Measure I Revenues to decrease, and such decrease could have a material adverse impact on the City’s ability to pay Installment Sale Payments and the Trustee’s ability to pay debt service on the Certificates when due. Similarly, significant shifts in the retail sales activity within the City compared with the other areas in the North Desert Subarea would materially impact the amount of Measure I Revenues allocated to the City. See the caption “RISK FACTORS— Impact of Changes in Population and Tax Revenues on City Share of Measure I Revenues.” Also see APPENDIX B—“THE CITY OF BARSTOW AND THE COUNTY OF SAN BERNARDINO ECONOMIC, DEMOGRAPHIC, AND FINANCIAL INFORMATION—Population.”
Projects in the general Local Street Projects category are defined in the SBCTA Expenditure Plan as local street and road construction, repair, maintenance, and other eligible local transportation priorities. Local Street Project funds may be used flexibly for any eligible transportation purpose determined to be a local priority, including local roads, major streets, state highway improvements, transit, including but not limited to, fare subsidies and service enhancements for seniors and persons with disabilities, and other improvements/programs to maximize use of transportation facilities. Expenditure of Local Street Project Funds shall be based upon the Five Year Capital Improvement Plan adopted annually by resolution of the governing body of each jurisdiction after being made available for public review and comment. Local Street Project funds shall be disbursed to local jurisdictions upon receipt of the annually adopted Five Year Capital Improvement Plan. The locally adopted Five Year Capital Improvement Plans shall be consistent with other local, regional, and state transportation plans. In addition, each jurisdiction must demonstrate its compliance with the required uses of its Measure I Revenues pursuant to an annual audit.
Major Local Highway Projects. 25% of the Measure I Revenues collected within each subarea shall be reserved in a special account maintained by SBCTA to be expended on Major Local Highway Projects of benefit to the subarea. Major Local Highway Projects are defined in the SBCTA Expenditure Plan as major streets and 25 4911-4413-5036v11/022217-0004
highways serving as primary routes of travel within the subarea, which may include State highways and freeways, where appropriate. These moneys can be allocated to local jurisdictions or to SBCTA; for example, the City has received allocations of Major Local Highways Projects for the City’s recently-completed the North First Avenue Bridge project (which amounts are not reflected in Table 3). Major Local Highway Projects funds can be utilized to leverage other state and federal funds for transportation projects and to perform advance planning/project reports. Expenditure of Major Local Highway Projects funds shall be approved by the SBCTA Board, based upon a recommendation of subarea representatives and the Mountain/Desert Committee. If, after five years of revenue collection and every five years thereafter, the local representatives and the Mountain/Desert Committee make a finding that Major Local Highway Projects funds are not required for improvements of benefit to the subarea, then revenue in the Major Local Highway Projects category may be returned to jurisdictions within the subarea. Such return shall be allocated and expended based upon the formula and requirements established in the general Local Street Projects category.
Senior and Disabled Transit Service. 5% of the Measure I Revenues collected within each subarea shall be reserved in an account for Senior and Disabled Transit Service. Senior and Disabled Transit is defined in the SBCTA Expenditure Plan as contributions to transit operators for fare subsidies for senior citizens and persons with disabilities or enhancements to transit service provided to seniors and persons with disabilities. In the North Desert Subarea (as well as certain other subareas listed in the SBCTA Expenditure Plan), local representatives may provide additional funding beyond 5% upon a finding that such increase is required to address unmet transit needs of senior and disabled transit services. All increases above the 5% initial revenue collected for Senior and Disabled Transit Service shall come from the general Local Street Projects category of the subarea. Expenditure of Senior and Disabled Transit Service funds shall be approved by the SBCTA Board, based upon recommendation of subarea representatives and the Mountain/Desert Committee. The City covenants in the Installment Sale Agreement not to make a finding that increased Measure I funding is needed to address unmet transit needs of senior and disabled transit services if such finding would have the effect of reducing the amount of Measure I Receipts below the amount needed to meet the debt service coverage test described under the caption “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES—Additional Contracts.” Maintenance of Efforts Requirement. The Measure I Ordinance requires local jurisdictions to continue spending local discretionary funds for street and road purposes in amounts not less than the level in fiscal year 2008-09 (i.e., the amount such local agency spent on street and road purposes when Measure I was adopted).
This requirement is referred to as “Maintenance of Effort” or “MOE.” General fund expenditures in excess of the Maintenance of Effort base year level will carry over to subsequent fiscal years and can be applied in a future year to offset the amount the local agency may need to meet the Maintenance of Effort requirement in that year.
The City’s determined Maintenance of Effort base level is $601,014.
The City annually budgets for pavement maintenance and repair projects in amounts sufficient to satisfy the City’s Maintenance of Effort obligations under the Measure I Ordinance. The City has met (and exceeded) the Maintenance of Effort expenditure requirements in every year since enactment of Measure I. See the caption “AUDITED FINANCIAL STATEMENTS AND MEASURE I COMPLIANCE AUDIT.” See Appendix F for the most recent Measure I Compliance Audit reflecting the current status of the City’s compliance with MOE requirements for the fiscal year ended June 30, 2025.
New Development Impact Fees. The Measure I Ordinance requires that new development be required to “provide for its own road needs.” Specifically, the Measure I Ordinance states that no Measure I Revenues may be used to replace the fair share contributions required from new development. Each local jurisdiction identified in the Development Mitigation Program was required to adopt a development financing mechanism within 24 months of voter approval of Measure I that would: (1) Require all future development to pay its fair share for needed transportation facilities as a result of the development, pursuant to California Government Code Section 66000 et seq. and as determined by the Congestion Management Agency, and (2) Comply with the Land Use/Transportation Analysis and Deficiency Plan provisions of the Congestion Management Program pursuant to California Government Code Section 65089. The Measure I Ordinance further provides that the Congestion Management Agency (SBCTA) must require fair share mitigation for regional transportation facilities through 26 4911-4413-5036v11/022217-0004
a Congestion Management Program update to be approved within 12 months of voter approval of the Measure I Ordinance.
SBCTA Obligations; Senior Lien on Measure I Revenues
The Measure I Ordinance gives SBCTA the power to issue bonds and other obligations (defined below as the “SBCTA Obligations”) secured by the Measure I Tax from time to time in an aggregate principal amount at any one time outstanding of not to exceed the estimated proceeds of the Measure I Tax, as determined by the SBCTA Expenditure Plan. SBCTA Obligations are secured by Measure I Revenues generated in the entire County on a basis senior to the City’s pledge of Measure I Receipts to the Installment Sale Payments.
The following SBCTA Obligations secured by a senior pledge of the Measure I Tax are currently outstanding:
SBCTA Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2022 Series A (the “Series 2022 SBCTA Bonds”), which refinanced SBCTA Obligations previously issued in 2012 and are currently outstanding in the aggregate principal amount of $50,320,000.
SBCTA Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2023 Series A (the “Series 2023 SBCTA Bonds”), which refinanced SBCTA Obligations previously issued in 2014 and are currently outstanding in the aggregate principal amount of $79,185,000.
SBCTA Sales Tax Revenue Bonds (Limited Tax Bonds), 2026 Series A (the “Series 2026 SBCTA Bonds”; and together with the Series 2023 SBCTA Bonds and the Series 2022 SBCTA Bonds, the “SBCTA Senior Lien Bonds”), issued to finance various transportation capital improvements as permitted by the Measure I Ordinance and the Expenditure Plan, which are currently outstanding in the aggregate principal amount of $127,645,000. The official statement for the Series 2026 SBCTA Bonds states that the Measure I Revenus for Fiscal Year 2024-25 provided 9.90 times coverage over maximum annual debt service on the SBCTA Senior Lien Bonds.
The SBCTA Senior Lien Bonds were issued pursuant to an Indenture dated as of March 1, 2012 (as supplemented from time to time, the “Measure I Revenues Indenture”), by and between the SBCTA and The Bank of New York Mellon Trust Company, as trustee (the “Measure I Revenues Trustee”). The SBCTA Senior Lien Bonds mature on March 1, 2040.
Parity and Subordinate Obligations issued by SBCTA. Pursuant to the Measure I Revenues Indenture, SBCTA may issue from time to time additional bonds or other obligations on a parity with the Senior Lien Bonds (collectively, “Parity Obligations”), subject to the condition that recent actual Measure I Revenues provide at least 2.00 times coverage over maximum annual debt service on outstanding Senior Lien Bonds and outstanding and proposed Parity Obligations. SBCTA may also issue from time to time obligations payable out of Measure I Revenues on a basis subordinate to the payment of the principal, premium, interest, and reserve fund requirements for the Senior Lien Bonds and all Parity Obligations (collectively, “Subordinate Obligations,” which include payments under any Swap Agreements, Commercial Paper Notes, and the SBCTA TIFIA Loan Agreement described below), subject to the condition that recent actual Measure I Revenues provide at least 1.10 times coverage over maximum annual debt service on all SBCTA Obligations (including Senior Lien Bonds, Parity Obligations, and Subordinate Obligations, including the Subordinate Obligations then proposed to be issued); provided that for so long as any Measure I Revenues are required to be contributed by SBCTA pursuant to the SBCTA TIFIA Loan Agreement, such the actual recent Measure I Revenues shall be at least equal to 1.50 times the maximum annual debt service on all SBCTA Obligations, including the Subordinate Obligations then proposed to be issued. The Parity Obligations and Subordinate Obligations issued by SBCTA are payable from Measure I Revenues on a basis senior to the allocation of Measure I Revenues to the City and therefor senior in priority to payment of the Certificates.
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SBCTA may also enter into swap agreements with respect to its outstanding bonds (collectively, the “Swap Agreements”). As of the date of this Official Statement, no Swap Agreements are currently in effect.
SBCTA’s obligation to make early termination payments under the Swap Agreements will be secured by a pledge of the Measure I Revenues that is subordinate to the pledge in favor of the Senior Lien Bonds, any Parity Obligations, and any Subordinate Obligations, but senior in priority of payment to the Certificates.
SBCTA has established a commercial paper program (the “Commercial Paper Program”), pursuant to which SBCTA is authorized to issue up to $25 million of commercial paper notes (the “Commercial Paper Notes”) payable from the Measure I Revenues as SBCTA Measure I Subordinate Obligations. Under the Commercial Paper Program documents, SBCTA cannot issue Commercial Paper Notes unless there is a liquidity facility in place supporting the Commercial Paper Program. There is currently no liquidity facility in place and there are currently no Commercial Paper Notes outstanding. Although no Commercial Paper Notes are currently outstanding, the authorization remains in full force and effect and SBCTA may issue Commercial Paper Notes from time to time if a liquidity facility for the Commercial Paper Program is obtained in the future.
In June 2021, SBCTA entered into a loan agreement with the United States Department of Transportation, which was amended in 2025, in connection with the I-10 Corridor Contract 1 Project (as amended, the “SBCTA TIFIA Loan Agreement”). In order to secure the amounts due under the TIFIA Loan Agreement, SBCTA issued its Toll Revenue Bonds (I-10 Corridor Contract 1 Project) (the “SBCTA TIFIA Bonds”). The SBCTA TIFIA Bonds are not secured by Measure I Revenues; however, SBCTA is required to use Measure I Revenues to make an “investment” in the I-10 Corridor Contract 1 Project on a subordinate basis to the SBCTA Senior Lien Bonds, but senior in priority of payment to the Certificates. Such investment is made through monthly transfers of Measure I Revenues to the trustee for the SBCTA TIFIA Bonds; the annual amount of such transfers range from $219,346 to $4,158,199, beginning with the Fiscal Year ending June 30, 2027 and ending in the Fiscal Year ending June 30, 2040. The aggregate amount of such transfers is expected to be approximately $43,161,117. The cumulative amount of such transfers is currently limited to an aggregate amount of $93,000,000 during the term of the SBCTA TIFIA Bonds.
All payments with respect to the SBCTA Senior Lien Bonds, the Parity Obligations, the SBCTA Subordinate Obligations, the Swap Agreements, the Commercial Paper Notes, and the SBCTA TIFIA Bonds (collectively, the “SBCTA Obligations”) will be made from Measure I Revenues before any remaining Measure I Revenues will be released by the Measure I Revenues Trustee and transferred to SBCTA for allocation by SBCTA to the local agencies within the County, including the City. The Measure I Ordinance provides that the aggregate principal amount of Senior Lien Bonds, Parity Obligations, and Subordinate Obligations at any one time outstanding may not exceed the estimated proceeds of the Measure I Tax, as determined by the SBCTA Expenditure Plan.
Allocation of SBCTA Obligations Debt Service to Subareas. SBCTA accounts for Measure I Revenues separately for each subarea within the County. Measure I Revenues generated from each specified subarea will be expended on projects of direct benefit to that subarea. Allocation of Measure I Revenues to the respective subareas in the County will be subordinate to the payment of the SBCTA Obligations. Pursuant to the Measure I Revenues Indenture, and in conformance with the Measure I Ordinance, SBCTA has covenanted and agreed that it will account for expenditures of the proceeds of the Senior Lien Measure I Obligations by subarea and project category within such subarea, and, when allocating and accounting for Measure I Revenues to be returned to each subarea for each fiscal year as set forth in the Measure I Ordinance and the Expenditure Plan, SBCTA will deduct from the Measure I Revenues received from each applicable subarea an amount bearing the same proportion to annual debt service on the SBCTA Obligations and other priority payments payable from Measure I Revenues as the amount of proceeds expended in such subarea bears to the total proceeds of such obligations expended in all subareas. Where amounts allocable to a subarea are insufficient to cover the portion of such annual debt service and other priority payments attributable to such subarea for such fiscal year, such deficit amount will be carried forward and applied to future revenues allocable to such subarea. According to the 2025 Update to the Ten Year Delivery Plan, none of the proceeds of any obligations refinanced by the Senior Lien Measure I Obligations have been expended to finance projects in the North Desert Subarea, which includes the 28 4911-4413-5036v11/022217-0004
City. It is possible, however, that proceeds of future SBCTA Obligations may be expended in the North Desert Subarea or that there may be insufficient Measure I Revenues allocable to other subareas to pay annual debt service and other priority payments attributable to such other subareas in a given fiscal year. In such instances, SBCTA may make deductions from the Measure I Revenues otherwise allocable to the City as described herein.
See “— Collection and Allocation of Measure I Revenues” below and “RISK FACTORS —SBCTA Obligations; Senior Lien on Measure I Revenues.”
The City covenants in the Installment Sale Agreement that it will not request the SBCTA to issue obligations on its behalf payable from Measure I Revenues as provided in the Measure I Ordinance.
Historic Measure I Revenues
Countywide Measure I Revenues increased steadily over the past decade, with significant growth between 2020 and 2022, followed by a decline in 2023 and stabilization in 2024 and 2025. The City’s share of Local Street Projects Measure I Revenues increased to over $2 million in fiscal years 2021-22 and 2022-23, but thereafter decreased to approximately $1.7 million in fiscal year 2024-25.
The following table shows historic Measure I Revenues generated in the Countywide, in the North Desert Subarea, the Local Street Projects share of North Desert Subarea Measure I Revenues, and the City’s Measure I Receipts for Fiscal Years 2016-17 through 2024-25, as reflected in the Annual Comprehensive Financial Reports prepared by SBCTA and the City.
The information provided in the following table was prepared by SBCTA and included in the SBCTA’s Annual Comprehensive Financial Reports for the years shown; this information was not prepared for purposes of disclosure to investors and has been included in this official statement without the approval or permission of SBCTA, solely for the convenience of the reader. The City provides no assurance that the information set forth in the following table is accurate. SBCTA maintains a website and periodically provides information regarding actual and estimated Measure I Revenues and allocations of Measure I Revenues to the local jurisdictions, including the City. Such website is not incorporated in this official statement.
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TABLE 1
HISTORIC MEASURE I REVENUES AND MEASURE I RECEIPTS
COUNTYWIDE, NORTH DESERT SUBAREA, LOCAL STREETS PROJECTS, AND CITY
MEASURE I RECEIPTS
(Fiscal Years 2016-17 to 2024-25)
Fiscal Year
Countywide Total
Measure I
Revenues(1)
North Desert
Subarea Total
Measure I
Revenues(1)
North Desert
Subarea
(Local Street
Projects)(1)
Measure I Receipts
(City Local Street
Projects Share)
2016-17 $163,814,528 $4,479,817 $3,046,276 $1,747,916
2017-18 162,945,073 4,036,960 2,745,133 1,652,465
2018-19 183,621,992 4,393,245 2,987,407 2,144,080
2019-20 179,016,883 3,038,192 2,065,970 1,410,018
2020-21 222,320,683 4,545,217 3,090,748 1,701,195
2021-22 252,227,712 4,957,252 3,370,931 2,044,965
2022-23 257,469,979 5,118,968 3,480,899 2,049,259
2023-24 251,805,858 5,160,267 3,508,982 1,956,807
2024-25 250,826,957 4,252,572 2,891,749 1,712,469
(1) Excludes 1% administrative charge retained by SBCTA.
Source: Measure I Revenues (Countywide, North Desert Subarea, and North Desert Local Street Projects allocation) from the SBCTA Annual Comprehensive Financial Reports for Fiscal Years 2015-16 through 2024-25. Measure I Receipts from the City and the City of Barstow Annual Comprehensive Financial Reports for Fiscal Years 2015-16 through 2024-25. 30 4911-4413-5036v11/022217-0004
City of Barstow Measure I Fund Financial Statements. The following tables present the Balance Sheet and the Statement of Revenues, Expenditures and Changes in Fund Balances relating to the City’s Measure I Fund for the past five fiscal years. The Measure I Revenues reflected in the following tables represent the City’s share of Local Street Projects Measure I Revenues and does not include the Measure I Revenues allocated to the City for the North First Street Bridge project, which was paid from the Major Local Highways allocation of Measure I Revenues.
As shown in the following table, the $1.19 million Restricted Measure I Fund balance reflected for fiscal year 2024-25 was available for project expenditures in fiscal year 2025-26. The City budgeted approximately $1.76 million in Measure I Receipts for fiscal year 2025-26, approximately $1.7 million is projected to be available for project expenditures or Installment Sale Payments.
TABLE 2
CITY OF BARSTOW
MEASURE I FUND BALANCE SHEET
Fiscal Year
2020-21
Fiscal Year
2021-22
Fiscal Year
2022-23
Fiscal Year
2023-24
Fiscal Year
2024-25
Assets
Cash and Cash Equivalent(1) $ 191,363 $ 711,481 $ 2,578,107 $ 2,300,315 $ 3,369,727 Accounts Receivable 506,917 1,086,213 1,039,099 1,194,411 1,501,984 Accrued Interest 65 653 12,334 22,648 20,541
Total Assets $ 698,345 $ 1,798,347 $ 3,629,540 $ 3,517,374 $ 4,892,252 Liabilities
Accounts Payable $ 54,937 $ 65,289 $ 857,438 $ 454,719 $ 804,940 Advances from Other Funds(2) 1,700,000 1,700,000 1,700,000 1,700,000 1,700,000 Total Liabilities $ 1,754,937 $ 1,765,289 $ 2,557,438 $ 2,154,719 $ 2,504,940 Deferred Inflows of Resources
Unavailable Revenues(3) $ 162,318 $ 700,725 $ 718,293 $ 862,162 $ 1,201,594 Total Deferred Inflows of Resources $ 162,318 $ 700,725 $ 718,293 $ 862,162 $ 1,201,594 Fund Balances (Deficits)
Restricted(4) $ -- $ -- $ 353,809 $ 500,493 $ 1,185,718 Unassigned(5)(1,218,910) (667,667) -- -- $ --
Total Fund Balance $ (1,218,910) $ (667,667) $ 353,809 $ 500,493 $ 1,185,718 Total Liabilities and Fund Balance $ 698,345 $ 1,798,347 $ 3,629,540 $ 3,517,374 $ 4,892,252 (1) In fiscal years 2021-22 and FY 2022-23, during the Covid-19 pandemic, the City expended Measure I Receipts for salaries and operating costs for streets and landscape maintenance staffing in connection with daily streets maintenance. (2) Advances from Other Funds reflects the outstanding balance of an advance made to the Measure I Fund from the City’s General Fund in fiscal year 2015-16 (the “General Fund Loan”). The City has no current plan to repay the General Fund Loan, however the City may repay the General Fund Loan in whole or in part from time to time, in particular if and when significant reimbursements to the Measure I Fund are received. (3) Amounts accrued to the Measure I Fund but not yet received by the City. (4) Reflects amounts budgeted for expenditure in the following fiscal year. (5) The negative fund balance in Fiscal Years 2020-21 and 2021-22 reflects the Total Assets netted against Total Liabilities and Deferred Inflow of Resources.
Source: City of Barstow Audited Financial Statements for Fiscal Years 2020-21 through 2024-25. 31 4911-4413-5036v11/022217-0004
TABLE 3
CITY OF BARSTOW
MEASURE I FUND STATEMENT OF REVENUES, EXPENDITURES
AND CHANGES IN FUND BALANCES
Fiscal Year
2020-21
Fiscal Year
2021-22
Fiscal Year
2022-23
Fiscal Year
2023-24
Fiscal Year
2024-25
Revenues
Measure I $ 1,701,195 $ 2,044,965 $ 2,049,259 $ 1,956,807 $ 1,712,469 Use of Money and Property 229 (2,407) 10,285 101,353 93,650 Total Revenues $ 1,701,424 $ 2,042,558 $ 2,059,544 $ 2,058,160 $ 1,806,119 Expenditures
Public Safety $ 11,637 $ 24,911 $ 9,021 $ -- $ 40,298
Total Expenditures $ 11,637 $ 24,911 $ 9,021 $ -- $ 40,298 Excess (Deficiency) of Revenues Over
Expenditures $ 1,689,787 $ 2,017,647 $ 2,050,523 $ 2,058,160 $ 1,765,821 Other Financing Sources (Uses)
Transfers Out (1,290,762) (1,466,404) (1,029,047) $ (1,911,476) $ (1,080,596) Total Other Financing Sources (Uses) $ (1,290,762) $ (1,466,404) $ (1,029,047) $ (1,911,476) $ (1,080,596) Net Changes in Fund Balance $ 399,025 $ 551,243 $ 1,021,476 $ 146,684 $ 685,225 Fund Balance – Beginning of Year $ (1,617,935) $ (1,218,910) $ (667,667) $ 353,809 $ 500,493 Fund Balance – End of Year $ (1,218,910) $ (667,667) $ 353,809 $ 500,493 $ 1,185,718 Source: City of Barstow Audited Financial Statements for Fiscal Years 2019-20 through 2023-24.
Estimated Measure I Revenues – Ten Year Delivery Plan and Annual SBCTA Estimates In 2008, the Measure I Expenditure Plan estimated that Measure I would generate approximately $95 million (in 2008 dollars) in the North Desert Subarea for transportation needs within the North Desert Subarea, over 30 years from 2010 to 2040. Of this estimated amount, the Expenditure Plan estimated $66 million (less 2% to be retained by SBCTA for Project Development and Traffic Management Systems) would be allocated to Local Street Projects. This figure was not inflated to account for revenue growth over the 30-year period. The 2025 Update to the Ten Year Delivery Plan estimated that through Fiscal Year 2023-24, SBCTA had received approximately $72.2 million in Measure I Revenues from the North Desert Subarea and projected that approximately $104.3 million of Measure I Revenues will be generated in the North Desert Subarea from Fiscal Year 2024-25 through Fiscal Year 2039-40. Of that projected amount, approximately $70.9 million would be allocated to Local Street Projects in the North Desert Subarea through Fiscal Year 2039-40, based on the 68% allocation to Local Street Projects provided for in the Expenditure Plan and the Ten Year Delivery Plan. (It should be noted that the Measure I Revenues estimated in the Ten Year Delivery Plan for fiscal years 2024-25 and 2025-26 were significantly higher than the actual Measure I Revenues generated in those years.) In Fiscal Year 2025-26, the City is expected to receive approximately 58% of the Measure I Revenues generated in the North Desert Subarea and allocated to Local Street Projects, based on the relative population of the City and the relative amount of Measure I Revenues generated in the incorporated boundaries of the City, as compared to the unincorporated areas of the North Desert Subarea.
For fiscal year 2025-26, SBCTA estimated that approximately $4.46 million in Measure I Revenues would be generated in the North Desert Subarea, of which approximately $3.04 million would be allocated to Local Street Projects. Of that amount, approximately $1.76 million was estimated to be available to the City for Local Street Projects. [As of March 1, 2026, the City estimates that it has received approximately $970,855 in Measure I Revenues for Local Street Projectsfrom SBCTA for Fiscal Year 2025-26.] The City receives Measure I Revenues on a monthly basis. The amount of the monthly Measure I Revenue distribution to the City varies from month to month. Further, the City accounts for revenues received in July and August in June, resulting in significantly higher revenues in June than in prior months. See the captions “MEASURE I REVENUES— Collection and Allocation of Measure I Revenues—CDTFA Distribution of Measure I Revenues” and “—SBCTA Obligations; Senior Lien on Measure I Revenues.”
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MAXIMUM ANNUAL DEBT SERVICE COVERAGE
The following table sets forth the maximum annual debt service coverage with respect to the Certificates. The maximum annual debt service coverage is based upon actual Fiscal Year 2024-25 Measure I Receipts. See the caption “MEASURE I REVENUES.”
TABLE 4
CITY OF BARSTOW
MAXIMUM ANNUAL DEBT SERVICE COVERAGE
BASED UPON FISCAL YEAR 2024-25 MEASURE I RECEIPTS
ALLOCATED TO THE CITY OF BARSTOW
Fiscal Year 2024-25
Measure I Receipts
Maximum Annual
Installment Sale
Payments*
Debt Service
Coverage*
$1,712,469 $________
* ___x*
* Preliminary, subject to change.
Source: Measure I Receipts from City of Barstow Annual Comprehensive Financial Report for Fiscal Year 2024-25; Maximum Annual Installment Sale Payments provided by Underwriter.
RISK FACTORS
The following information should be considered by prospective investors in evaluating the Certificates.
However, the following does not purport to be an exhaustive listing of risks and other considerations may be relevant to making an investment decisions with respect to the Certificates. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks.
Installment Sale Payments Constitute Limited Obligations The obligation of the City to make Installment Sale Payments under the Installment Sale Agreement is a special obligation of the City, payable solely from the Measure I Receipts, does not constitute a debt of the City, the Corporation, SBCTA, the County, the State or any political subdivision of the State within the meaning of any constitutional or statutory debt limitation or restriction, and does not constitute an obligation for which the City, the State or any political subdivision of the State is obligated to levy or pledge any form of taxation or for which the City, the State, or any political subdivision of the State has levied or pledged any form of taxation.
The Corporation has no taxing power.
Passive Revenue Source
The payment of principal and interest on the Certificates is secured solely by a pledge of Installment Sale Payments, which in turn are secured by a pledge by the City of the Measure I Receipts, and certain funds and accounts held by the Trustee under the Trust Agreement. The City does not have any control over the amount of Measure I Receipts to be received by the City because: (i) Measure I Revenues constitute revenues of SBTCA derived from a retail transactions and use tax imposed in the County pursuant to the Measure I Ordinance, the number of transactions and revenues generated under which tax the City has no ability to control; and (ii) the City does not have any control over the collection or distribution procedures related to any State taxes or local retail transactions and use taxes, including the Measure I Tax.
A decrease in Measure I Revenues could materially and adversely affect the amount and/or availability of Measure I Receipts. The amount of Measure I Revenues generated is affected by the population in the County, economic conditions in the County, the State, and the Country, and other factors. The amount of Measure I Revenues allocated to the City is additionally affected by the population of the City and Measure I Revenue 33 4911-4413-5036v11/022217-0004
generation in the City relative to the unincorporated areas in the North Desert Subarea, and other factors. In addition, the City must continuously meet certain requirements set forth in the Measure I Ordinance and the Expenditure Plan in order to be eligible to receive Measure I Revenues from SBTCA and apply Measure I Receipts to pay the Installment Sale Payments. Such requirements include the City meeting the Maintenance of Effort requirement. See the captions “MEASURE I REVENUES,” “—Measure I Revenues,” and “—Collection and Allocation of Measure I Revenue.” Notwithstanding that the City’s share of the Local Street Projects allocation could vary from year to year, the City believes that the City will continue to receive sufficient Measure I Receipts to pay the Installment Sale Payments when due. See the caption “MAXIMUM ANNUAL DEBT SERVICE COVERAGE.”
Expiration or Extension of Measure I Ordinance
The current Measure I Ordinance provides that the collection of Measure I Revenus will end as of March 31, 2040. The Installment Sale Payments are secured only by Measure I Receipts and, therefore, if the Installment Sale Payments have not been paid in full when the Measure I Ordinance expires on March 31, 2040 and the Measure I Ordinance is not extended, there will be no moneys pledged to payment of any remaining unpaid Installment Sale Payments. The City is aware, however, that SBCTA is considering whether to place a ballot measure on the November 2026 ballot requesting that the voters in the County extend the Measure I Ordinance for an additional period of time. If the Measure I Ordinance is extended by SBCTA, and such extension is approved by 2/3 of the voters in the County voting on the measure, the Installment Sale Payments will be secured by the additional Measure I Receipts generated from such extension.
Impact of Changes in Population and Tax Revenues on City Share of Measure I Revenues The percentage of the Local Street Projects allocated to the City is adjusted each year based on the population estimates generated by the California Department of Finance and the relative amount of Measure I Revenues generated in the City compared with the estimated population and Measure I Revenues generated in the unincorporated arears of the North Desert Subarea, respectively. See the caption “MEASURE I REVENUES—Measure I Revenues” and “—Collection and Allocation of Measure I Revenue.” Also see APPENDIX B—“THE CITY OF BARSTOW AND THE COUNTY OF SAN BERNARDINO ECONOMIC, DEMOGRAPHIC, AND FINANCIAL INFORMATION—Population” and “—Retail Sales.” Significant decreases in the number of people residing in the City relative to the rest of the North Desert Subarea, or significant increases in the number of people residing in other portions of the North Desert Subarea relative to the population of the City could have a material adverse impact on the amount of Measure I Revenues allocated to the City and the Measure I Receipts available to pay Installment Sale Payments, as could significant shifts in the retail sales activity within the City compared with the other areas in the North Desert Subarea.
As described above under the caption “THE CITY, THE COUNTY, AND THE PROJECTS—The City—Barstow International Gateway,” significant development in and around the City is anticipated in connection with the BIG project planned by BNSF Railway. The City currently estimates that, if the BIG project is completed, ancillary development in and around the City could result in the addition of 18,531 residents and 15,341,198 square feet of non-residential uses in and around the City. Some of this growth would occur in unincorporated areas in the North Desert Subarea.
The City cannot predict whether or when this development will occur and, if such development occurs, the relative increase in the population of the City as compared with the unincorporated areas in the North Desert Subarea, or the Measure I Revenues to be generated from future commercial developments in the City as compared with the unincorporated areas in the North Desert Subarea. Notwithstanding that the City’s share of the Local Street Projects allocation will vary from year to year and that the City’s share of the Local Street Projects allocation is impacted by the City’s relative share of the population and Measure I Revenue generation in the North Desert Subarea, the City believes that the City will continue to receive sufficient Measure I Receipts to pay the Installment Sale Payments when due. See the caption “MAXIMUM ANNUAL DEBT SERVICE COVERAGE.”
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Effect of Internet Commerce
The use of the internet to conduct electronic commerce may affect the levels of Measure I Revenues.
Internet sales of physical products by businesses located in the State, and internet sales of physical products delivered to the State by businesses located outside of the State, are generally subject to the retail transactions and use tax imposed by Measure I. However, some of these transactions may avoid taxation either through error or deliberate nonreporting and this potentially reduces the amount of Measure I Revenues. As internet sales increase, the City could experience a reduction of Measure I Receipts.
In June 2018, the United States Supreme Court published its decision in South Dakota v. Wayfair (the “Wayfair Decision”), in which the Supreme Court held that sales to a customer in a particular state alone are sufficient to create a nexus for purposes of determining whether a seller is required to collect sales taxes of the applicable state. Prior to the Wayfair Decision, courts had interpreted the dormant Commerce Clause of the United States Constitution to require that a company have physical nexus in a state in order for the seller to be liable for the collection of that state’s sales tax. Physical nexus is defined as having either property or payroll in the state, including a resident employee working from home or inventory stored in that state.
The State has issued guidance in response to the Wayfair Decision. Under such guidance, retailers located outside of the State are required to register with the CDTFA, collect the California use tax and any local use tax (such as the Measure I Tax), and pay the tax to the CDTFA based on the amount of their sales into California, even if they do not have a physical presence in the state. Retailers subject to these requirements must collect and pay to CDTFA the use tax component of the Measure I Tax with respect to any taxable retail sales to customers located in the County. The new collection requirements apply to retailers if during the preceding or current calendar year certain sales thresholds are met. The new collection requirements started to apply to taxable sales of tangible personal property to California consumers on and after April 1, 2019, and were not retroactive. Additionally, the State’s passage of Assembly Bill 147, signed by the Governor on April 25, 2019, provides the implementation rules for the Wayfair Decision in California.
SBCTA Obligations; Senior Lien on Measure I Revenues
SBCTA has pledged all Measure I Revenues, net of a CDTFA administrative fee, to payment of the SBCTA Obligations. Under an agreement entered into between CDTFA and SBCTA in connection with the execution and delivery of the SBCTA Senior Lien Bonds, CDTFA has agreed to transfer all Measure I Revenues (excluding the CDTFA administrative fee) to the Measure I Revenues Trustee for deposit in accordance with the Measure I Revenues Indenture. The Measure I Trustee deposits such Measure I Revenues to accounts maintained under the Measure I Revenues Indenture on a monthly basis, and distributes the remainder to SBCTA each month for eligible expenditures, including allocation to local jurisdictions such as the City. See the caption “MEASURE I REVENUES—Collection and Allocation of Measure I Revenues.” The Measure I Revenues Indenture does not allow for acceleration of the SBCTA Obligations; however, in the event Measure I Revenues are insufficient to make all deposits to the principal, interest, and reserve accounts maintained under the Measure I Revenues Indenture, the Measure I Revenues Trustee will continue to receive and allocate Measure I Revenues to the funds and accounts under the Measure I Revenues Indenture until such funds and accounts have been replenished in accordance with the Measure I Revenues Indenture, prior to releasing any Measure I Revenues to SBCTA or local jurisdictions for disbursement for Major Local Highway Projects or other Measure I Projects, or to local jurisdictions such as the City for Local Street Projects.
The Measure I Revenues Indenture permits SBCTA to incur additional SBCTA Obligations, subject to compliance with the requirements of the Measure I Revenues Indenture. While the City believes that SBCTA will size any issuance of debt secured by Measure I Revenues to be payable from Measure I Revenues generated in areas other than the North Desert Subarea, it its possible that Measure I Revenues could be insufficient in the future to meet SBCTA’s total debt service obligations and the full Local Street Project allocation due to the City.
To date, SBCTA has not issued bonds or incurred debt to pay for any projects in the North Desert Subarea. 35 4911-4413-5036v11/022217-0004
Further, while the 2025 Update to the Ten Year Delivery Plan provides that SBCTA is expected to issue approximately $468 million in SBCTA Obligations secured by Measure I Revenues in Fiscal Year 2025-26, including short-term cash flow borrowing from other Measure I funds (and SBCTA issued the Series 2026 SBCTA Bonds in the principal amount of $127 million in January 2026), the Measure I Revenues Indenture requires SBCTA to account for expenditures of the proceeds of the Senior Lien Measure I Obligations by subarea and project category within such subarea. When allocating and accounting for Measure I Revenues to be returned to each subarea for each fiscal year as set forth in the Measure I Ordinance and the Expenditure Plan, SBCTA is required to deduct from the Measure I Revenues received from each applicable subarea an amount bearing the same proportion to annual debt service on the SBCTA Obligations and other priority payments payable from Measure I Revenues as the amount of proceeds expended in such subarea bears to the total proceeds of such obligations expended in all subareas.
The City believes that sufficient Measure I Revenues will be available to pay the SBCTA Obligations without reducing the City’s Measure I Receipts below the amount needed to pay Installment Sale Payments.
The City covenants in the Installment Sale Agreement that it will not request the SBCTA to issue obligations on its behalf payable from Measure I Revenues as provided in the Measure I Ordinance.
There can be no assurance that changes in the foregoing procedures or other actions undertaken or not undertaken by the CDTFA, the Measure I Revenues Trustee, or SBCTA will not adversely affect the City’s receipt of the Measure I Revenues.
Eligibility of the Projects
The projects to be constructed by the City must be designated by SBTCA as qualified Measure I Projects under the Measure I Ordinance and the Expenditure Plan. Only such Measure I Projects are eligible to be financed from Measure I Receipts. The City believes that the Projects constitute Measure I Projects. Further, SBTCA provided a letter to the City dated _______, stating that each of the Projects is eligible for Measure I funding. See the captions “MEASURE I REVENUES—Collection and Allocation of Measure I Revenues” and “THE CITY, THE COUNTY, AND THE PROJECTS—The Projects.”
Non-Compliance with the Measure I Ordinance
SBTCA, as the administrator of the Measure I Ordinance and the Expenditure Plan on behalf of SBCTA, is tasked with enforcing the Measure I Ordinance and the Expenditure Plan. The Measure I Ordinance includes a number of provisions that must be complied with by the City to ensure continued eligibility to receive Measure I Revenues. Failure to follow these provisions could result in the suspension of distributions of Measure I Revenues or the return of such tax to SBCTA. SBTCA performs annual audits to monitor compliance with the provisions of the Expenditure Plan, such as to verify that MOE requirements are met. See Appendix F for the Measure I Compliance Audit prepared by Crowe LLP for the Fiscal Year ended June 30, 2025.
Under the Expenditure Plan, the City is required to expend its Local Street Projects allocation of Measure I Receipts only for qualified transportation purposes, including street and road construction, repairs, and maintenance, as determined by the City. If the City is found to have expended funds on a project that is not a Measure I Project, the City will be required to reimburse its Measure I Receipts Fund for the amount of the unapproved expenditures, or SBCTA could suspend or reduce disbursements of Measure I Revenues to the City and/or require the City to return moneys to SBCTA in the amount of the misused funds. A suspension of Measure I Revenues could have a material adverse impact on the City’s ability to pay Installment Sale Payments when due and a material adverse impact on the Corporation’s ability to pay the principal and interest evidenced and represented by the Certificates on a timely basis. The City covenants in the Installment Sale Agreement to spend the net proceeds of the Certificates only on Measure I Projects.
The Measure I Ordinance also requires local agencies, including the City, to maintain their individual local commitment of funds for transportation projects and services that was expended prior to the receipt of the 36 4911-4413-5036v11/022217-0004
Measure I Revenues (previously defined as the “Maintenance of Effort” or “MOE”), as described under the caption “MEASURE I REVENUES—Maintenance of Efforts Requirement.” If the local agency fails to maintain the MOE requirement, then such local agency will be required to reimburse its Measure I Receipts Fund with available funds other than Measure I Receipts. See “MEASURE I REVENUES—Collection and Allocation of Measure I Revenues,” “—Maintenance of Efforts Requirement,” and Appendix F.
The City covenants in the Installment Sale Agreement to use its best efforts to comply with all provisions of law and any regulations issued thereunder relating to the Measure I Revenues, including, but not limited to, the Measure I Ordinance, and will take any and all reasonable actions required in order to maintain the City’s ability to receive the Measure I Revenues and apply the Measure I Revenues as provided in the Installment Sale Agreement; provided, that nothing in the Installment Sale Agreement requires the City to take any action or expend any City funds to comply with any such requirements deemed unreasonable in the sole discretion of the City, so long as failure to take such action or expend such funds will not cause the amount of estimated Measure I Revenues to be received by the City in the next fiscal year to be less than 150% of the Maximum Annual Debt Service as of the date of calculation. See Appendix A.
Additional Contracts
Subject to certain restrictions, the City is permitted to enter into other Contracts that constitute additional charges against the Measure I Receipts without the consent of Owners of the Certificates. See the caption “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES—Additional Contracts.” To the extent that other Contracts are executed by the City, the funds available to pay the Installment Sale Payments may be decreased. In addition, there is no limitation on the ability of the City to execute any Contract at any time to refund any outstanding Contract.
Limitations on Remedies; Bankruptcy
The rights of the Owners of the Certificates are subject to the limitations on legal remedies against municipalities in the State, including a limitation on enforcement of judgments against funds needed to serve the public welfare and interest. Additionally, enforceability of the rights and remedies of the Owners of the Certificates, and enforcement of the City’s obligations under the Installment Sale Agreement, may become subject to the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or later in effect, equity principles that may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the federal Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against cities in the State.
Bankruptcy proceedings under Chapter 9 of the Bankruptcy Code (Title 11, United States Code), which governs the bankruptcy proceedings for public agencies such as the City and SBCTA, or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Certificates to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights.
Bond Counsel has limited its opinion as to the validity and enforceability of the Installment Sale Agreement and the Trust Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditor’s rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation, or modification of the rights of the Owners.
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Constitutional Limitations on Appropriations
State law imposes various taxing, revenue and appropriations limitations on public agencies such as the City. See the caption “CONSTITUTIONAL PROVISIONS AFFECTING CITY REVENUES AND APPROPRIATIONS” for a discussion of these limitations.
State Legislature or Electorate May Change Items Subject to Measure I Tax With limited exceptions, the Measure I Tax will be imposed upon the same transactions and items that are subject to the sales and use tax levied statewide by the State. In the past, the State Legislature and the State electorate have made changes to the transactions and items that are subject to the State’s general sales tax and, therefore, to the Measure I Tax. In 1991, the State Legislature enacted legislation that expanded the transactions and items that are subject to the general statewide sales tax to include fuel for aviation and shipping, bottled water, rental equipment and newspapers and magazines. In 1992, the State electorate approved an initiative that eliminated candy, gum, bottled water and confectionery items as items that are subject to the State’s general sales tax. The State Legislature or the voters within the State, through the initiative process, could change or limit the transactions and items upon which the statewide sales tax and the Measure I Tax are imposed. Any such change or limitation could have an adverse impact on the Measure I Revenues collected and, correspondingly, the Measure I Receipts allocated by SBCTA to the City. For a further description of the Measure I Tax, see the caption “MEASURE I REVENUES.”
Increases in Sales Tax Rate May Cause Declines in Measure I Revenues The 0.5% Measure I Tax imposed in the County for transportation purposes and administered by SBCTA is in addition to the sales or use tax levied statewide by the State. The current statewide tax rate is
7.25%. The current total sales and use tax rate in the City is 8.75%. Future increases, if any, in the State Sales Tax or the additional sales tax levied in the County and/or the City could have an adverse effect on consumer spending decisions and consumption, resulting in a reduction of Measure I Revenues.
No Liability of Corporation to Owners
Subject to any provisions in the Trust Agreement to the contrary, the Corporation has no obligation or liability to the Owners of the Certificates with respect to the payment when due of the Installment Sale Payments by the City or with respect to the performance by the City of other agreements and covenants required to be performed by the City under the Installment Sale Agreement or the Trust Agreement, or with respect to the performance by the Trustee of any of the Trustee’s rights or obligations under the Trust Agreement.
Economic, Political, Social and Environmental Conditions The collection of Measure I Revenues depends on the level of taxable sales transactions within the County, which, in turn, depends on the level of general economic activity in the County and the State generally.
Prospective investors are encouraged to evaluate current and prospective economic, political, social and environmental conditions as part of an informed investment decision. Changes in economic, political, social or environmental conditions on a local, State, federal or international level may adversely affect investment risk generally. Such conditional changes may include (but are not limited to) the reduction or elimination of previously available State or federal revenues, fluctuations in business production, consumer prices or financial markets, unemployment rates, technological advancements, shortages or surpluses in natural resources or energy supplies, changes in law, social unrest, fluctuations in the crime rate, political conflict, acts of war or terrorism, environmental damage and natural disasters. See the caption “—Geologic, Topographic and Climatic Conditions Affecting the City and County.”
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Geologic, Topographic and Climatic Conditions Affecting the City and County The occurrence of any natural disaster in or near the boundaries of the City or County, including, without limitation, fire, earthquake, landslide, high winds, drought or flood, could have an adverse material impact on the economy within the City or County, as applicable, and the generation of sales and use taxes that constitute Measure I Revenues. Portions of the City and County may be at risk of damage or destruction from floods or wildfires or may be subject to unpredictable seismic activity. Destruction of a significant number of structures in the City by a natural disaster such as earthquake, fire, or flood, could have a material impact on the population of the City. See the captions “MEASURE I REVENUES—Measure I Revenues” and “RISK FACTORS— Impact of Changes in Population on City Share of Measure I Revenues.” Building codes require that some of these factors be taken into account, to a limited extent, in the design of improvements, including public and private improvements in the City and the County. Some of these factors may also be taken into account, to a limited extent, in the design of other infrastructure and public improvements neither designed nor subject to design approval by the City. Design criteria in any of these circumstances are established upon the basis of a variety of considerations and may change, leaving previously-designed improvements unaffected by more stringent subsequently established criteria. In general, design criteria reflect a balance at the time 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.
Conditions may occur and may result in damage to improvements of varying seriousness, such that the damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of public and private improvements within the City and the County, may well depreciate or disappear, notwithstanding the establishment of design criteria for any such condition. Significant declines in the value of properties in the County could have an adverse impact on the overall economy in the County, and therefore have a material adverse impact on future Measure I Revenues.
Seismic Risks. Generally, seismic activity occurs on a regular basis in the State. Periodically, the magnitude of a single seismic event can cause significant ground shaking and potential damage to property located at or near the center of such seismic activity. There are four major faults in Southern California in relation to the County: the Sothern San Andreas, the San Jacinto, the Elsinore, and the Garklock faults. In addition, there are also many smaller faults within the County capable of producing significant earthquakes. An earthquake of large magnitude could result in extensive damage to property within the District and could adversely affect the region’s economy.
The County’s Multi-Jurisdiction Hazard Mitigation Plan analyzed the risk to the County’s residents through the Great Shakeout scenario modeled by the California Integrated Seismic Network (the “CISN”). The 2018 Southern California ShakeOut was based on a potential magnitude 7.8 Earthquake on the southern San Andreas Fault approximately 5,000 times larger than the magnitude 5.4 earthquake that shook southern California on July 29, 2008. Such an earthquake will cause unprecedented damage to Southern California greatly dwarfing the massive damage that occurred in Northridge’s 6.7-magnitude earthquake in 1994. The hazard footprint for this scenario was used to develop exposure results for population, critical facilities, and single family residential parcel values. FEMA Hazus program analyses were used to conduct loss estimation for both scenarios and include building and content loss estimation results based on peak ground acceleration, peak ground velocity, and peak spectral acceleration modeled for the 7.8 earthquake on the San Andreas Fault.
Under the scenario, such earthquakes modeled posed numerous risk to critical facilities and infrastructure. Seismic risk, or losses, that are likely to result from exposure to seismic hazards include:
casualties (fatalities and injuries); utility outages, economic losses to repair and replacement of critical facilities, roads, buildings, etc.; indirect economic losses such as income lost during downtime resulting from damage to private property or public infrastructure. Further, the Great Shakeout simulation found that at the most violent 39 4911-4413-5036v11/022217-0004
shake zone, approximately $12 million in improved parcels value would be exposed. Such an earthquake would be further impact the City’s ability to collect revenue to pay for the Certificates.
Flood Risks. According to the County’s Multi-Jurisdictional Hazard Mitigation Plan, floods are the second most common and widespread of all natural disasters faced by the County. Additionally, flash flooding causes cities and towns within the County to experience street closure for several days due to sediment transport and road damages. If flooding became frequent in the County, it would reduce the ability for the City to collect revenue needed for the Certificates.
Flood zones are identified by FEMA. FEMA designates land located in a low– to moderate-risk flood zone (i.e., not in a floodplain) and has less than a 1% chance of flooding each year as being within a Non-Special Flood Hazard Area (a “NSFHA”). The City contains areas that are in Zone X which means that they are “0.2% Annual Chance Flood Hazard, Areas of 1% annual chance flood with average depth less than one foot or with drainage areas of less than one square mile. They also contain areas in Zone A and Zone AE, which are “Without Base Flood Elevations (BFE)” and “Regulatory Floodway”, respectively. Before the revised FIRM panels become effective, there is a 90-day appeal period from September 19 to December 18, 2024, during which time residents or businesses with supporting technical and scientific information can appeal the revised flood risk information on the preliminary maps. The City can make no representation that future maps will not be revised to include the City within an area deemed subject to flooding. The City on occasion experiences rain events that cause localized flooding, fallen trees and damage to City infrastructure.
Drought. The County’s Multi-Jurisdictional Hazard Mitigation Plan predicts that there is 10%-90% chance of drought occurring each year with climate change increasing the likelihood of occurrence. Droughts have occurred in the County as recent as 2020-2022 when the County was in a severe drought with water restrictions. The economic losses continue to increase from reduced tourism in the local mountains and fire risk.
Additionally, a drought occurred in 2012-2018, which was declared a state of emergency in 2014. To abide by the State Water Resources Control Board’s mandatory water reductions, the San Bernardino Municipal Water Department Board of Water Commissioners authorized implementation of Stage IIA of the department’s Water Supply Contingency Plan on June 1, 2015.
The impact of drought depends on time and severity of hydrologic deficit. The National Integrated Drought Information System (NIDIS) Act of 2006 (Public Law 109-430) prescribes an interagency approach for drought monitoring, forecasting, and early warning. The USDM provides a summary of drought conditions across the United States and Puerto Rico and is developed and maintained by the National Drought Mitigation Center. USDM includes the U.S. Drought Monitor Map. This map is updated weekly by combining a variety of drought database and indicators, and local expert input into a single composite drought indicator. The map denotes four levels of drought intensity (ranging from D1 - D4) and one level of “abnormal dryness” (D0). As of March 5, 2026 the County is not classified as being in a drought. However, future drought conditions can lead the County to experience more wildfire events and negatively impact retail activity in the City and County, materially adversely impacting the Measure I Revenues available to pay the Certificates .
Wildfire Risks. According to the County’s Multi-Jurisdictional Hazard Mitigation Plan, wildfire risk is of greatest concern to populations residing in the moderate, high, and very high wildfire hazard zones. Wildfires present a significant potential for disaster in the County, a region of relatively high temperatures, low humidity, and low precipitation during the summer. This long summer season is followed by a fall season that is famous for high velocity, very dry winds that come out of the desert. The Santa Ana winds very consistently arrive from the middle of October to the end of November. In and of themselves, these weather patterns would be of little significance without the un-naturally dense forest and the dense undergrowth that has been allowed to grow unabated for the last several decades. Another factor that has a potential for disaster is the number of dead trees in the mountain region. Due to the over densification of the forest combined with drought conditions during the past ten years, trees in the local mountains have become weakened, creating a perfect environment for Bark Beetles to proliferate from 2003 to 2008. Combine these severe burning conditions with people or lightning and the stage is set for the occurrence of large, destructive wildfires. Additionally, there are only five routes in and 40 4911-4413-5036v11/022217-0004
out for almost 60,000 residents. The San Bernardino County census block data was used to estimate populations within the hazard zones. There are a significant number of people living within the WUI described in the wildfire profiles. More than 34,000 residents in the unincorporated county live within areas considered very high fire hazard and more than 63,000 residents live within a very high hazard. The largest historic wildfire in the County was the Old Fire that occurred in 2003. The Old Fire burned approximately 91,281 acres and 1,003 structures. [The City has not been directly affected by a recent or current California wildfire.] The California State Fire Marshal is mandated to classify lands within State Responsibility Areas into Fire Hazard Severity Zones (FHSZ). The City has areas that are designated State Responsibility Areas and areas that are classified as in Moderate FHSZ. Designations are based on the factors that influence fire likelihood and fire behavior. Many factors are considered such as fire history, existing and potential fuel (natural vegetation), predicted flame length, blowing embers, terrain, and typical fire weather for the area. Areas outside of designated State Responsibility Areas (including the area in and around the City) are designated Local Responsibility Areas. Local government (i.e. the City and County) has the responsibility to provide fire protection in this Local Responsibility Area and may provide structural and supplemental wildland fire protection in State Responsibility Areas. There can be no assurances that wildfires will not affect the properties in the City.
Climate Change. The State has historically been susceptible to wildfires and hydrologic variability.
As greenhouse gas emissions continue to accumulate in the atmosphere, climate change is expected to intensify, increasing the frequency, severity and timing of extreme weather events such as coastal storm surges, drought, wildfires, floods, heat waves, and rising sea levels. The future fiscal impact of climate change on the City, its finances, and the economy in the City and the County is difficult to predict, but it could be significant and it could have a material adverse effect on the City’s finances by requiring greater expenditures to counteract the effects of climate change and a material adverse effect on the economy in the City and the County by causing more severe and frequent storm events, wildfires, and other natural disasters.
The City recognizes the importance of addressing climate change and its potential impacts on the community. The City has demonstrated this commitment through a variety of projects, plans, policies, and initiatives aimed at reducing greenhouse gas emissions, adapting to climate change, and promoting sustainability.
Among key initiatives and policy statements, the City has adopted a Hazard Mitigation Plan that was adopted in 2019. The City plans to continue implementing measures to reduce GHG and energy usage as identified in the City of Barstow Resource Conservation and Open Space Element.
Cyber Security
[The City, like other public and private entities, relies on a large and complex technology environment to conduct its operations, and consequently faces the threat of cybersecurity incidents. Such incidents can result from unintentional events, or from deliberate attacks by unauthorized entities or individuals attempting to gain access to the City’s information technology systems to misappropriate assets or information or to cause operational disruption and damage. The City and its departments face cyber threats from time to time, including but not limited to hacking, viruses, malware, phishing, distributed denial-of-service, and other attacks on computers, networks, and systems.]
No Validation Proceeding Undertaken
California Code of Civil Procedure Section 860 authorizes public agencies to institute a process, otherwise known as a “validation proceeding,” for purposes of determining the validity of a resolution or any action taken pursuant thereto. Code of Civil Procedure Section 860 authorizes a public agency to institute validation proceedings in cases where another statute authorizes its use. Relevant to the Certificates, the Trust Agreement, and the Installment Sale Agreement, Government Code Section 53511 authorizes a local agency to “bring an action to determine the validity of its Certificates, warrants, contracts, obligations or evidences of indebtedness.” Pursuant to Code of Civil Procedure Section 870, a final favorable judgment issued in a validation proceeding shall, notwithstanding any other provision of law, be forever binding and conclusive, as 41 4911-4413-5036v11/022217-0004
to all matters therein adjudicated or which could have been adjudicated, against all persons: “The judgment shall permanently enjoin the institution by any person of any action or proceeding raising any issue as to which the judgment is binding and conclusive.”
The City believes that it’s execution and delivery of the Installment Sale Agreement is legally valid and authorized, and not prohibited by Section 18 of Article XVI of the California Constitution (commonly referred to as the “California constitutional debt limit”), because the proceeds of the Certificates are restricted for use solely on Measure I Projects and the Installment Sale Payments are payable solely from the Measure I Receipts; accordingly the Installment Sale Agreement falls within the judicially-created “special fund” exception to the California constitutional debt limit.
The Corporation and the City have not undertaken or endeavored to undertake any validation proceeding in connection with the execution and delivery of the Certificates or the execution and delivery of the Trust Agreement and the Installment Sale Agreement. The Corporation, the City, and Bond Counsel have relied on the provisions of Code of Civil Procedure Section 860, et seq., in particular Sections 860, 863, 864, and 869, which provide that any action challenging the Certificates, the Trust Agreement, the Installment Sale Agreement, or related matters must be brought within 60 days following the adoption by the City of its resolutions authorizing the execution and delivery of the Certificates and the execution and delivery of the Trust Agreement and the Installment Sale Agreement (“Authorizing Resolutions”). The City adopted the Authorizing Resolution on February 17, 2026; accordingly, the challenge period described in Code of Civil Procedure Section 860, et seq., expired with respect to the Certificates, the Trust Agreement, the Installment Sale Agreement, and related matters on April 18, 2026.
Notwithstanding the statute of limitations provided by Code of Civil Procedure Section 860 with respect to the Certificates, the Trust Agreement, the Installment Sale Agreement, and related matters, it is possible that challenges to Measure I, the Measure I Special Tax, collection procedures, or other matters, or changes to the law, could have a material adverse impact on the collection and allocation to the City of Measure I Revenues.
However, any court or legislative action or initiative measure affecting the levy, collection, or allocation of Measure I Revenues to the City for the timely payment of Installment Sale Payments could be subject to legal protections regarding unconstitutional impairment of contracts and unconstitutional taking without just compensation. The City believes these constitutional provisions could provide some protection against adverse consequences of such actions upon the City and the availability of Measure I Receipts for the payment of the Installment Sale Payments (and accordingly, the Certificates). However, the City provides no assurance that a court or legislative action or initiative measure affecting the levy, collection, or allocation of Measure I Revenues to the City will not result in an outcome that may have a material adverse effect on the City’s ability to timely pay Installment Sale Payments and the Corporation’s ability to timely pay debt service on the Certificates.
IRS Audit of Tax-Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Certificates will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the Certificates might be affected as a result of such an audit of the Certificates (or by an audit of similar municipal obligations).
Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” certain acts or omissions of the City in violation of its covenants in the Trust Agreement and the Installment Sale Agreement could result in the interest on the Certificates being includable in gross income for purposes of federal income taxation retroactive to the date of delivery of the Certificates. Should such an event of taxability occur, the Certificates would not be subject to a special prepayment or an increase in interest rates and would remain outstanding. 42 4911-4413-5036v11/022217-0004
In addition, subsequent to the execution and delivery of the Certificates there might be federal, state or local statutory changes (or judicial or regulatory changes to or interpretations of federal, state or local law) that affect the federal, state or local tax treatment of the Certificates, including the imposition of additional federal income or state taxes on owners of tax-exempt state or local obligations, such as the Certificates. These changes could adversely affect the market value or liquidity of the Certificates. No assurance can be given that subsequent to the execution and delivery of the Certificates statutory changes will not be introduced or enacted or judicial or regulatory interpretations will not occur having the effects described above. Before purchasing any of the Certificates, all potential purchasers should consult their tax advisors regarding possible statutory changes or judicial or regulatory changes or interpretations, and their collateral tax consequences relating to the Certificates.
Federal Funding Risks
Federal policies on the federal debt ceiling, taxes, foreign trade and tariffs, immigration, climate change, clean energy, and other topics can shift dramatically from one administration to another. From time to time, such changes can result in dramatic shifts in the level of federal funding for various policy priorities, leading to unpredictability in near-term and future federal funding. The City can provide no certain assurances with respect to continued grant funding or other direct payments to the City and County in support of governmental services, whether previously made directly or by pass-through to the State. See the caption “THE CITY, THE COUNTY, AND THE PROJECTS—The Projects.”
Secondary Market
There can be no guarantee that there will be a secondary market for the Certificates or, if a secondary market exists, that the Certificates can be sold for any particular price. Occasionally, because of general market conditions, adverse history or economic prospects connected with a particular issue, secondary marketing practices are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.
Bond Insurance
In the event of default of the payment of the scheduled principal or interest evidenced and represented by the Insured Certificates when all or some becomes due, the Trustee on behalf of any owner of the Insured Certificates shall have a claim under the Policy for such payments. The Insurer may direct and must consent to any remedies with respect to the Insured Certificates and the Insurer’s consent may be required in connection with amendments to any applicable documents relating to the Certificates. See APPENDIX A—“SUMMARY OF PRINCIPAL LEGAL DOCUMENTS.”
The Insurer is expected to insure a majority of the Certificates and will therefore have the ability to direct the actions of the Trustee give consents and waivers and take other actions without regard to the views of the Owners of the Certificates. As a result, Owners of the Certificates may be limited in the rights and remedies they are able to exercise in the event of a default by the City under the Installment Sale Agreement. The Insurer may have different business and other interests than the Owners of the Certificates.
The long-term ratings on the Insured Certificates are dependent in part on the financial strength of the Insurer and its claims paying ability. The Insurer’s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Insurer and the ratings on the Insured Certificates will not be subject to downgrade and such event could adversely affect the market price of the Insured Certificates or the marketability (liquidity) for the Insured Certificates. See the caption “RATINGS” herein.
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The obligations of the Insurer are unsecured contractual obligations and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.
None of the Corporation, the City, or the Underwriter has made independent investigation into the claims paying ability of the Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the City to make Installment Sale Payments when due under the Installment Sale Agreement and the claims paying ability of the Insurer, particularly over the life of the investment. See “BOND INSURANCE” herein for further information regarding the Insurer and the Policy, which includes further instructions for obtaining current financial information concerning the Insurer.
CONSTITUTIONAL PROVISIONS AFFECTING
CITY REVENUES AND APPROPRIATIONS
Article XIIIB of the California Constitution – Limitations on Appropriations On November 6, 1979, State voters approved Proposition 4, the so-called Gann Initiative, which added Article XIIIB to the State Constitution (“Article XIIIB”). In June 1990, Article XIIIB was amended by the voters through their approval of Proposition 111. Article XIIIB limits the annual appropriations of the State and of any city, county, school district, Corporation or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted annually for changes in the cost of living, population and cost of services rendered by the governmental entity. The “base year” for establishing such appropriation limit is State fiscal year 1978-79 and the limit is to be adjusted annually to reflect changes in population and consumer prices. Adjustments in the appropriations limit of an entity may also be made if: (i) the financial responsibility for a service is transferred to another public entity or to a private entity; (ii) the financial source for the provision of services is transferred from taxes to other revenues; or (iii) the voters of the entity approve a change in the limit for a period of time not to exceed four years.
Appropriations of an entity of local government that are subject to Article XIIIB include generally any authorization to expend during the fiscal year the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance and disability insurance funds. Appropriations that are subject to limitation pursuant to Article XIIIB do not include debt service on indebtedness existing or legally authorized as of January 1, 1979 or on bonded indebtedness thereafter approved according to law by a vote of the electors of the issuing entity voting in an election for such purpose, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects and appropriations by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990, levels. “Proceeds of taxes” include, but are not limited to, all tax revenues and the proceeds to any entity of government from: (i) regulatory licenses, user charges, and user fees to the extent such proceeds exceed the cost of providing the service or regulation; (ii) the investment of tax revenues; and (iii) certain State subventions received by local governments. Article XIIIB includes a requirement that if an entity’s revenues in any year exceed the amount permitted to be spent, the excess must be returned by revising tax rates or fee schedules over the subsequent two fiscal years.
Article XIIIB allows voters to approve a temporary waiver of a government’s Article XIIIB limit. Such a waiver is often referred to as a “Gann limit waiver.” The length of any such waiver is limited to four years.
The Gann limit waiver does not provide any additional revenues to a local government or allow a local government to finance additional services.
Installment Sale Payments are subject to the Article XIIIB appropriations limitations. The City reports that it has never made appropriations that exceeded the limitation on appropriations under Article XIIIB. The impact of the appropriations limit on the financial needs of the City in the future is unknown. 44 4911-4413-5036v11/022217-0004
Articles XIIIC and XIIID of the California Constitution – The Right to Vote on Taxes On November 5, 1996, State voters approved Proposition 218, entitled the “Right to Vote on Taxes Act” (“Proposition 218”). Proposition 218 added Article XIIIC (“Article XIIIC”) and Article XIIID (“Article XIIID”) to the State Constitution, which Articles contain a number of provisions affecting the ability of local governments to levy and collect both existing and future taxes, assessments, fees and charges. The interpretation and application of certain provisions of Proposition 218 will ultimately be determined by the courts with respect to some of the matters discussed below. It is not possible at this time to predict with certainty the future impact of such interpretations. The provisions of Proposition 218, as so interpreted and applied, may affect the ability of the City to meet certain obligations.
Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes, even if deposited in a general fund, require a two-thirds vote. Article XIIIC further provides that any general purpose tax that is imposed, extended or increased without voter approval after December 31, 1994, may continue to be imposed only if approved by a majority vote in an election, which must be held within two years of November 5, 1996. The City reports that it has not imposed, extended or increased any such taxes that are currently in effect without voter approval.
Article XIIIC also expressly extends the initiative power to give voters the power to reduce or repeal local taxes, assessments, fees and charges, regardless of the date that such taxes, assessments, fees and charges were imposed. Article XIIIC expands the initiative power to include reducing or repealing assessments, fees and charges, which had previously been considered administrative rather than legislative matters and therefore beyond the initiative power. This extension of the initiative power is not limited by the terms of Article XIIIC to fees imposed after November 6, 1996, and absent other legal Corporation could result in the retroactive reduction in any existing taxes, assessments, fees, or charges. No assurance can be given that the voters within the jurisdiction of the City will not, in the future, approve initiatives that reduce, repeal or prohibit the future imposition or increase of, local taxes, assessments, fees or charges that currently comprise a substantial part of the City’s general fund. The terms “local tax,” “assessments,” “fees” and “charges” are not defined in Article XIIIC, and it is unclear whether these terms are intended to have the same meanings for purposes of Article XIIIC as for Article XIIID described below. If not, the scope of the initiative power under Article XIIIC potentially could include any general fund local tax, assessment, or fee that is not received from or imposed by the federal or State government or derived from investment income. The City does not believe that it currently levies any property related “fees” or “charges” that it considers to be subject to challenge under Article XIIIC.
The voter approval requirements of Proposition 218 reduce the flexibility of a local government to raise revenues for its general fund, and no assurance can be given that the City will be able to impose, extend, or increase taxes in the future to meet increased expenditure needs.
Article XIIID also added several new provisions relating to how local governments may levy and maintain “assessments” for municipal services and programs. These provisions include, among other things:
(i) a prohibition against assessments that exceed the reasonable cost of the proportional special benefit conferred on a parcel; (ii) a requirement that the assessment must confer a “special benefit,” as defined in Article XIIID, over and above any general benefits conferred; and (iii) a majority protest procedure that involves the mailing of a notice and a ballot to the record owner of each affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the affected party. The term “Assessment” in Article XIIID is defined to mean any levy or charge upon real property for a special benefit conferred upon the real property and applies to landscape and maintenance assessments for open space areas, street medians, streetlights, and parks.
In addition, Article XIIID added several provisions affecting “fees” and “charges,” defined for purposes of Article XIIID to mean “any levy other than an ad valorem tax, a special tax, or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including a user fee or 45 4911-4413-5036v11/022217-0004
charge for a property related service.” All new and existing property related fees and charges must conform to requirements prohibiting, among other things, fees and charges that: (i) generate revenues exceeding the funds required to provide the property related service; (ii) are used for any purpose other than those for which the fees and charges are imposed; (iii) are for a service not actually used by, or immediately available to, the owner of the property in question; or (iv) are used for general governmental services, including police, fire, ambulance or library services, where the service is available to the public at large in substantially the same manner as it is to property owners. Depending on the interpretation of what constitutes a “property related fee” under Article XIIID, there could be future restrictions on the ability of the City to charge its respective enterprise funds for various services provided. Further, before any property related fee or charge may be imposed or increased, written notice must be given to the record owner of each parcel of land affected by such fee or charge. The City must then hold a hearing upon the proposed imposition or increase and, if written protests against the proposal are presented by a majority of the owners of the identified parcels, the City may not impose or increase the fee or charge.
The City does not believe that the provisions of Article XIIIC or Article XIIID will directly impact the Measure I Receipts available to the City to make its Installment Sale Payments required pursuant to the Installment Sale Agreement.
Future Initiatives
Article XIIIB, Article XIIIC and Article XIIID were each adopted as measures that qualified for the ballot pursuant to the State’s Constitutional initiative process. From time to time other initiative measures could be adopted that affect the ability of the City to increase or apply revenues and to make or increase appropriations or the ability of SBCTA to levy, collect or allocate the Measure I Revenues, all of which could adversely impact the amount of Measure I Revenues received by the City.
TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Special Counsel, under existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) with respect to the Certificates is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. However, it should be noted that, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), generally certain corporations with more than $1,000,000,000 of average annual adjusted financial statement income, interest (and original issue discount) with respect to the Certificates might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed by Section 55 of the Code on such corporations. In the further opinion of Special Counsel, interest (and original issue discount) with respect to the Certificates is exempt from State of California personal income tax.
The difference between the issue price of a Certificate (the first price at which a substantial amount of the Certificates of a maturity is to be sold to the public) and the stated redemption price at maturity with respect to the Certificate (to the extent the redemption price at maturity is greater than the issue price) constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Beneficial Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Beneficial Owner will increase the Beneficial Owner’s basis in the applicable Certificate. In the opinion of Certificate Counsel, the amount of original issue discount that accrues to the Beneficial Owner of the Certificate is excluded from gross income of such Beneficial Owner for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the opinion of Special Counsel, the amount of original issue discount that accrues to the Beneficial Owner of the Certificates is exempt from State of California personal income tax. 46 4911-4413-5036v11/022217-0004
Special Counsel’s opinion as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Certificates is based upon certain representations of fact and certifications made by the City, the Corporation and others and is subject to the condition that the City and the Corporation comply with all requirements of the Code, that must be satisfied subsequent to the delivery of the Certificates to assure that interest (and original issue discount) on the Certificates will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the interest (and original issue discount) on the Certificates to be included in gross income for federal income tax purposes retroactive to the date of delivery of the Certificates. The City and the Corporation will covenant to comply with all such requirements.
The amount by which a Beneficial Owner’s original basis for determining loss on sale or exchange in the applicable Certificate (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Code; such amortizable bond premium reduces the Beneficial Owner’s basis in the applicable Certificate (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a Beneficial Owner realizing a taxable gain when a Certificate is sold by the Beneficial Owner for an amount equal to or less (under certain circumstances) than the original cost of the Certificate to the Beneficial Owner. Purchasers of the Certificates should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium.
Special Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Special Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Trust Agreement, the Lease and the Tax Certificate relating to the Certificates permit certain actions to be taken or to be omitted if a favorable opinion of a Special Counsel is provided with respect thereto. Special Counsel expresses no opinion as to the effect on the exclusion from gross income for federal income tax purposes of interest (or original issue discount) on any Certificate if any such action is taken or omitted based upon the advice of counsel other than Special Counsel.
Although Special Counsel will render an opinion that interest (and original issue discount) on the Certificates is excluded from gross income for federal income tax purposes provided that the City and the Corporation continue to comply with certain requirements of the Code, the ownership of the Certificates and the accrual or receipt of interest (and original issue discount) with respect to the Certificates may otherwise affect the tax liability of certain persons. Special Counsel expresses no opinion regarding any such tax consequences.
Accordingly, before purchasing any of the Certificates, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Certificates.
The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of taxexempt bond issues, including both random and targeted audits. It is possible that the Certificates will be selected for audit by the IRS. It is also possible that the market value of the Certificates might be affected as a result of such an audit of the Certificates (or by an audit of similar bonds). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the delivery of the Certificates to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the Certificates or their market value.
SUBSEQUENT TO THE EXECUTION AND DELIVERY OF THE CERTIFICATES THERE
MIGHT BE FEDERAL, STATE, OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY
CHANGES TO OR INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE
FEDERAL, STATE, OR LOCAL TAX TREATMENT OF THE CERTIFICATES INCLUDING THE
IMPOSITION OF ADDITIONAL FEDERAL INCOME OR STATE TAXES BEING IMPOSED ON OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE CERTIFICATES.
THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE CERTIFICATES. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE EXECUTION AND
DELIVERY OF THE CERTIFICATES STATUTORY CHANGES WILL NOT BE INTRODUCED OR 47 4911-4413-5036v11/022217-0004
ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE CERTIFICATES, ALL
POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING POSSIBLE
STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE CERTIFICATES.
The form of Special Counsel’s proposed opinion with respect to the Certificates is attached hereto in Appendix C.
CERTAIN LEGAL MATTERS
Certain legal matters incident to the authorization, sale, execution and delivery of the Certificates are subject to the approval of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Special Counsel.
A complete copy of the proposed form of opinion of Special Counsel is contained in Appendix D hereto. Special Counsel has not undertaken any responsibility to the Owners for the accuracy, completeness or fairness of this Official Statement or other offering materials relating to the Certificates and expresses no opinion relating thereto. Certain legal matters will be passed upon for the City by the City Attorney and by Stradling Yocca Carlson & Rauth LLP, as Disclosure Counsel, for the Corporation by its counsel, for the Trustee by its counsel, and for the Underwriter by Anzel Galvan LLP, San Francisco, California. Compensation of Special Counsel is contingent upon the execution and delivery of the Certificates.
Special Counsel represents the City in connection with the execution and delivery of the Certificates.
From time-to-time Special Counsel represents the Underwriter in connection with other financings and matters unrelated to the Certificates. Special Counsel does not represent the Underwriter or any other party with respect to the execution and delivery of the Certificates other than the City.
RATINGS
S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (“S&P”) is expected to assign the rating of “__” to the Insured Certificates based upon the delivery of the Policy by the Insurer at the time of execution and delivery of the Certificates. See “BOND INSURANCE” herein.
In addition, S&P is expected to assign the Certificates the rating of “__,” independent of the delivery of the Policy.
There is no assurance that any credit rating given to the Certificates will be maintained for any period of time or that a rating may not be lowered or withdrawn entirely by S&P if, in the judgment of S&P, circumstances so warrant. Any downward revision or withdrawal of such rating may have an adverse effect on the market price of the Certificates. The rating reflects only the views of S&P, and an explanation of the significance of such rating may be obtained from S&P. Generally, rating agencies base their ratings on information and materials furnished to them (which may include information and material from the City that is not included in this Official Statement) and on investigations, studies and assumptions by the rating agencies.
In providing a rating on the Certificates, S&P may have performed independent calculations of coverage ratios using its own internal formulas and methodology, which may not reflect the provisions of the Trust Agreement or the Installment Sale Agreement. Neither the City nor the Corporation makes any representations as to any such calculations, and such calculations should not be construed as a representation by the City or the Corporation as to past or future compliance with any financial covenants, the availability of particular revenues for the payment of debt service or for any other purpose. 48 4911-4413-5036v11/022217-0004
CONTINUING DISCLOSURE
The City has covenanted in its continuing disclosure certificate (the “Continuing Disclosure Certificate”) for the benefit of the holders and beneficial owners of the Certificates to provide, or cause the Dissemination Agent to provide, to the Municipal Securities Rulemaking Board through its Electronic Municipal Marketplace Access (EMMA) System, certain financial information and other operating data on an annual basis no later than nine months after the end of the City’s Fiscal Year (currently March 31 based on the City’s Fiscal Year end of June 30), commencing with the annual report for the Fiscal Year ended June 30, 2026 due no later than March 31, 2027, and to provide notice of certain enumerated events as required by Securities and Exchange Commission Rule 15c2-12(b)(5) under the Securities Exchange Act of 1934, as amended (the “Rule”). This Official Statement constitutes the annual report for the Fiscal Year ended June 30, 2024. The specific nature of the information to be contained in the annual report or the notices of enumerated events is summarized under the caption APPENDIX D—“FORM OF CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the Underwriter in complying with the Rule.
Although the City has covenanted in the Continuing Disclosure Certificate to provide notice of rating changes with respect to the Certificates, information relating to rating changes may be publicly available from the rating agencies prior to such information being provided to the City and prior to the date by which the City is obligated to file a notice of rating change. Owners of the Certificates are directed to the rating agencies and official media outlets for the most current rating information with respect to the Certificates. [Continuing Disclosure Compliance to be updated.]
Except as set forth in the previous paragraph, the City and its affiliated entities have not failed to comply in all material respects with their respective prior continuing disclosure undertakings in the last five years. The City has engaged Urban Futures, Inc., Walnut Creek, California, as dissemination agent (in such capacity, the “Dissemination Agent”) to ensure compliance with its continuing disclosure undertakings in the future.
MUNICIPAL ADVISOR
The City has retained Urban Futures, Inc., Walnut Creek, California, as municipal advisor (in such capacity, the “Municipal Advisor”) in connection with the execution, delivery and sale of the Certificates. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.
The Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. Compensation for the Municipal Advisor’s services with respect to the Certificates is entirely contingent upon the sale and delivery of the Certificates.
UNDERWRITING
The Certificates will be purchased by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) pursuant to a Bond Purchase Agreement, dated the date of this Official Statement (the “Purchase Contract”), by and among the Corporation, the City and the Underwriter. Under the Purchase Contract, the Underwriter has agreed to purchase all, but not less than all, of the Certificates for an aggregate purchase price of $___________ (being the principal amount of the Certificates, less Underwriter’s discount of $___________, plus a [net] original issue premium of $__________). The Purchase Contract provides that the Underwriter will purchase all of the Certificates if any are purchased, the obligation to make such a purchase being subject to certain terms and conditions set forth in the Purchase Contract, the approval of certain legal matters by counsel and certain other conditions.
49 4911-4413-5036v11/022217-0004
The initial public offering prices stated on the inside cover page of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the Certificates to certain dealers (including dealers depositing Certificates into investment trusts), dealer banks, banks acting as agents and others at prices lower than said public offering prices.
The Underwriter and its affiliates comprise a full-service financial institution engaged in activities which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and nonfinancial activities and services. The Underwriter and its affiliates may have provided, and may in the future provide, a variety of these services to the City and/or the Corporation and to persons and entities with relationships with the City and/or the Corporation, for which they received or will receive customary fees and expenses.
In the ordinary course of these business activities, the Underwriter and its affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the City and/or the Corporation (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the City and/or the Corporation.
The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire such assets, securities and instruments. Such investment and securities activities may involve securities and instruments of the City and/or the Corporation.
NO LITIGATION
The Corporation
Concurrently with the delivery of the Certificates, the Corporation will certify that, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending of which the Corporation has received service of process or, to the knowledge of the Corporation, threatened against the Corporation seeking to restrain or enjoin the execution, delivery or sale of the Certificates, or in any way contesting or affecting any proceedings of the Corporation taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Certificates, the validity or enforceability of the documents executed by the Corporation in connection with the Certificates, the completeness or accuracy of this Official Statement, or the existence or powers of the Corporation relating to the sale of the Certificates.
The City
Concurrently with the delivery of the Certificates, the City will certify that, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending of which the City has received service of process or, to the knowledge of the City, threatened against the City, seeking to restrain or enjoin the execution, delivery, or sale of the Certificates, the execution and delivery of the Trust Agreement or the Installment Sale Agreement, or in any way contesting or affecting the validity of the foregoing or any proceeding of the City taken with respect to any of the foregoing or that will materially affect the ability of the City to pay its Installment Sale Payments when due. Various claims and suits are filed against the City in the normal course of business. Although the outcome of pending matters is not presently determinable in the opinion of legal counsel, the resolutions of these matters will not have a material adverse effect on the financial condition of the City. 50 4911-4413-5036v11/022217-0004
AUDITED FINANCIAL STATEMENTS AND MEASURE I COMPLIANCE AUDIT Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2025 The City’s Annual Comprehensive Financial Report for the Fiscal Year ending June 30, 2025, is included as Appendix E and contains the audited financial statements of the City, which have been audited by LSL, LLP (the “Auditor”), together with the Auditor’s report thereon dated January 22, 2026. Such audited financial statements have been included herein in reliance upon the report of the Auditor. The City’s financial statements are public documents and are included within this Official Statement without the prior approval of the Auditor. Accordingly, the Auditor has not performed any post-audit review of the financial condition of the City and also has not performed any procedures relating to this Official Statement. The Auditor has not undertaken to update the audited financial statements of the City or its report, or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by the Auditor with respect to any event subsequent to its report dated January 22, 2026. See APPENDIX E—“CITY OF BARSTOW ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2025.” Annual Measure I Compliance Audit for Fiscal Year Ended June 30, 2025 SBCTA engages an auditing firm on an annual basis to conduct certain agreed-upon procedures to confirm the status of compliance by each local jurisdiction (including the City) with the Maintenance of Efforts requirements and other requirements set forth in the Measure I Ordinance (the “Measure I Compliance Audit”).
For the Fiscal Year ended June 30, 2025, the agreed-upon procedures were performed by and the Measure I Compliance Audit was prepared and delivered by Crowe LLP, (“Crowe LLP”). The Measure I Compliance Audit for the Fiscal Year ended June 30, 2025 and the letter of Crowe LLP dated December 18, 2025 (“AgreedUpon Procedures Letter”) stating the results of the agreed-upon procedures are included as Appendix F.
The Measure I Compliance Audit and the Agreed-Upon Procedures Letter have been included herein in reliance upon the report of Crowe LLP. The Measure I Compliance Audit and the Agreed-Upon Procedures Letter are public documents and are included within this Official Statement without the prior approval of Crowe LLP or SBCTA. Accordingly, Crowe LLP has not performed any review of the City’s compliance with the Measure I Ordinance subsequent to the date of the Agreed-Upon Procedures Letter and also has not performed any procedures relating to this Official Statement. Crowe LLP has not undertaken to update the Measure I Compliance Audit or the Agreed-Upon Procedures Letter, and no opinion is expressed by Crowe LLP with respect to any event subsequent to its letter dated December 18, 2025. See APPENDIX F—“CITY OF BARSTOW MEASURE I COMPLIANCE AUDIT FOR THE YEAR ENDED JUNE 30, 2025.”
MISCELLANEOUS
The purpose of this Official Statement is to supply information to prospective buyers of the Certificates.
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. Copies of the Trust Agreement, the Installment Sale Agreement, and other documents are available, upon request, and upon payment to the City of a charge for copying, mailing and handling, from the City Clerk at the City of Barstow, 220 East Mountain View, Suite A, Barstow, California 92311.
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 51 4911-4413-5036v11/022217-0004
a contract or agreement between the Corporation or the City and the purchasers or Owners of any of the Certificates.
This Official Statement and its distribution have been duly authorized and approved by Corporation and the City.
CITY OF BARSTOW
By:
City Manager
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APPENDIX A
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
The following is a summary of certain provisions of the Installment Sale Agreement and the Trust Agreement which are not described elsewhere in the Official Statement. This summary does not purport to be comprehensive and reference should be made to the Installment Sale Agreement and the Trust Agreement for a full and complete statement of their provisions. All capitalized terms not defined in the body of the Official Statement have the meaning set forth in the Installment Sale Agreement and the Trust Agreement. [TO COME]
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APPENDIX B
THE CITY OF BARSTOW AND THE COUNTY OF SAN BERNARDINO
ECONOMIC, DEMOGRAPHIC, AND FINANCIAL INFORMATION
This Appendix B includes certain economic and demographic information with respect to the City as well as demographic information with respect to the County of San Bernardino, the State of California and the United States. The Certificates are payable solely from Installment Sale Payments to be made by the City. The County of San Bernardino and the State of California have no obligation to make any payments with respect to the Certificates. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES” herein for a description of the security for the Certificates.
General
The City of Barstow (the “City”) encompasses approximately forty square miles and is located in the northern part of San Bernardino County (the “County”). The City is a major transportation hub for the Inland Empire with several major highways, including Interstate 15, Interstate 40, and California State Route 58, converging in the City. As of January 1, 2025, the population of the City is estimated to be approximately 24,811.
The City provides a full range of services, including police and fire protection services, economic development, construction and maintenance of roadways, parks, streets, and other infrastructure, recreational and cultural activities, utility services of sewer and solid waste collection, and general administrative services.
Population
The following table presents estimated population statistics for the City, County, and State for the past five years.
CITY OF BARSTOW, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA
POPULATION
FOR CALENDAR YEARS 2021 THROUGH 2025
Year
(as of January 1) City of Barstow
County of
San Bernardino State of California
2021 25,417 2,179,941 39,369,530
2022 25,123 2,183,077 39,179,680
2023 24,930 2,182,351 39,228,444
2024 24,947 2,200,351 39,420,663
2025 24,811 2,207,424 39,529,101
Source: California Department of Finance, E-4 Population Estimates for Cities, Counties, and the State (2021-2025) with 2020 Benchmark.
Government
The current members of the City Council of the City and the expiration dates of their respective terms are as follows:
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CITY OF BARSTOW
City Council
Name District Term Expires
Timothy R. Silva, Mayor 2028
James Noble, Mayor Pro Tempore 2 2028
Carmen Hernandez, Council Member 1 2026
Barbara M. Rose, Council Member 3 2026
John Williams, Council Member 4 2028
Source: City of Barstow.
Employment
Residents of the City find employment throughout the Riverside-San Bernardino-Ontario Metropolitan Statistical Area (the “MSA”). The following tables set forth certain employment data for the MSA.
The following table represents the Annual Average Labor Force and Industry Employment for the MSA for the years 2020 through 2024. These figures may be multi county-wide statistics and may not necessarily accurately reflect employment trends in the County.
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RIVERSIDE-SAN BERNARDINO-ONTARIO MSA
(Riverside and San Bernardino Counties)
INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE
2020 through 2024
2020 2021 2022 2023 2024
Civilian Labor Force 2,073,400 2,108,400 2,140,500 2,180,300 2,209,100 Civilian Employment 1,868,300 1,951,600 2,049,900 2,078,100 2,093,800 Civilian Unemployment 205,100 156,700 90,700 102,300 115,300 Civilian Unemployment Rate 9.9% 7.4% 4.2% 4.7% 5.2%
Total Farm 14,100 13,700 13,800 13,200 13,700
Total Nonfarm 1,495,800 1,575,100 1,660,200 1,681,000 1,700,400 Total Private 1,247,800 1,333,100 1,410,200 1,420,700 1,430,200 Goods Producing 202,200 207,700 216,300 215,300 212,900 Mining & Logging 1,300 1,400 1,500 1,500 1,600
Construction 104,900 110,100 114,700 115,400 116,200
Manufacturing 96,000 96,100 100,000 98,500 95,200
Service Providing 1,293,700 1,367,400 1,443,900 1,465,700 1,487,500 Trade, Transportation &
Utilities 406,900 443,200 464,900 457,900 456,400
Wholesale Trade 65,600 67,400 69,500 68,900 68,600
Retail Trade 168,800 177,000 181,000 183,000 182,600
Transportation, Warehousing
& Utilities 172,500 198,800 214,400 206,000 205,200
Information 12,400 12,500 13,000 13,300 13,000
Financial Activities 44,100 45,200 46,000 44,900 44,100 Professional & Business
Services 152,100 166,600 173,900 164,400 161,800
Private Education & Health
Services 248,800 254,300 267,900 287,800 306,000
Leisure & Hospitality 141,300 160,200 180,900 187,600 185,300 Other Services 40,200 43,600 47,400 49,400 50,700
Government 248,000 242,000 250,000 260,200 270,200
Total, All Industries 1,509,900 1,588,800 1,674,000 1,694,100 1,714,100 Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households and persons involved in labor-management trade disputes. Employment reported by place of work. Items may not add to total due to independent rounding. The “Total, All Industries” data is not directly comparable to the employment data found in this Appendix B.
Source: State of California, Employment Development Department, Riverside-San Bernardino-Ontario MSA Industry Employment & Labor Force - by Annual Average, March 2024 Benchmark.
The following table summarizes the labor force, employment and unemployment figures for the years 2020 through 2024 for the City, the County, the State and the nation as a whole.
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CITY OF BARSTOW, COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA AND THE UNITED STATES
LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT YEARLY AVERAGE Year and Area Labor Force Employment Unemployment
Unemployment
Rate(1)
2020
City of Barstow 9,100 8,100 1,000 11.2%
County of San Bernardino 972,900 879,600 93,200 9.6
State of California 18,758,400 17,351,300 1,407,100 7.5 United States 160,742,000 147,795,000 12,947,000 8.1
2021
City of Barstow 9,300 8,400 1,000 10.2%
County of San Bernardino 989,400 915,500 73,900 7.5
State of California 18,896,500 17,724,800 1,171,700 6.2 United States 161,204,000 152,581,000 8,623,000 5.3
2022
City of Barstow 9,200 8,700 600 6.0%
County of San Bernardino 1,000,100 958,100 42,000 4.2
State of California 19,169,300 18,348,900 820,400 4.3
United States 164,287,000 158,291,000 5,996,000 3.6
2023
City of Barstow(2) 9,200 8,700 600 6.0%
County of San Bernardino 1,014,800 967,900 46,800 4.6
State of California 19,308,300 18,388,300 920,000 4.8
United States 167,116,000 161,037,000 6,080,000 3.6
2024
City of Barstow N/A N/A N/A N/A
County of San Bernardino 1,027,800 975,200 52,600 5.1
State of California 19,644,100 18,600,900 1,043,100 5.3 United States 168,106,000 161,346 6,761,000 4.0
Note: Data is not seasonally adjusted.
(1) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures in this table.
(2) Latest available full-year data.
Source: U.S. Department of Labor – Bureau of Labor Statistics, California Employment Development Department. March 2024 Benchmark.
Largest Industries
The following table in unaudited and shows the largest industries located in the County as of June 30, 2024.
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COUNTY OF SAN BERNARDINO
LARGEST INDUSTRIES
Rank Industry Employees
1. Loma Linda University Medical Center 10,000+
2. San Bernardino County 10,000+
3. Amazon 10,000+
4. Ontario International Airport 5,000-9,999
5. Dignity Health Community Hospital of San Bernardino 5,000-9,999
6. Burlington Distribution Corp 1,000-4,999
7. California State University San Bernardino 1,000-4,999
8. Environmental Systems Research Institute 1,000-4,999
9. Fedex Ground 1,000-4,999
10. Inland Empire Health Plan 1,000-4,999
Source: County of San Bernardino Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2024.
Personal Income
Personal income is the income that is received by all persons from all sources. It is calculated as the sum of wage and salary disbursements, supplements to wages and salaries, proprietors’ income with inventory valuation and capital consumption adjustments, rental income of persons with capital consumption adjustment, personal dividend income, personal interest income, and personal current transfer receipts, less contributions for government social insurance.
The personal income of an area is the income that is received by, or on behalf of, all the individuals who live in the area; therefore, the estimates of personal income are presented by the place of residence of the income recipients.
Total personal income in the City increased by approximately 41.2% between the fiscal years 2015 and 2024. The following tables summarize personal income for the City for the last ten fiscal years ended June 30, 2024.
CITY OF BARSTOW
PERSONAL INCOME
(DOLLARS IN THOUSANDS)
Year Personal Income
Annual
Percent Change
2015 $ 435,931 --%
2016 423,134 (2.9)
2017 396,041 (6.4)
2018 430,713 8.7
2019 463,700 7.6
2020 471,728 1.7
2021 490,979 4.1
2022 538,926 9.7
2023 624,850 15.9
2024 543,327 13.0
Source: City of Barstow Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2025.
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Total personal income in the County increased by approximately 50.2% between the fiscal years 2015 and 2024. The following tables summarize personal income for the City for the last ten fiscal years ended June 30, 2024.
SAN BERNARDINO COUNTY
PERSONAL INCOME
(DOLLARS IN THOUSANDS)
Year Personal Income
Annual
Percent Change
2015 $ 74,258,677 --%
2016 77,453,102 4.3
2017 80,031,472 3.3
2018 83,514,331 4.3
2019 89,202,022 6.8
2020 99,003,275 10.9
2021 109,157,423 10.2
2022 108,075,879 0.1
2023 111,575,931 3.2
2024 119,551,968 7.1
Source: Bureau of Economic Analysis U.S. Department of Commerce (last updated February 5, 2026) The following table summarizes per capita personal income for the City, the County, the State of California and the United States for the years 2015 through 2024. This measure of income is calculated as the personal income of the residents of the area divided by the resident population of the area.
CITY OF BARSTOW, SAN BERNARDINO COUNTY, STATE OF CALIFORNIA AND THE
UNITED STATES
PER CAPITA PERSONAL INCOME
Year City of Barstow
San Bernardino
County California United States
2015 $17,895 $35,176 $53,816 $48,062
2016 17,450 36,417 55,862 48,974
2017 16,223 37,305 58,214 51,006
2018 17,834 38,655 60,984 53,311
2019 19,107 41,078 64,219 55,567
2020 19,488 45,341 70,100 59,151
2021 19,481 49,824 77,134 64,692
2022 21,627 49,214 77,196 66,298
2023 25,329 50,698 81,196 70,002
2024 25,929 53,991 86,232 73,204
(Note: Per capita personal income is the total personal income divided by the total mid-year population estimates of the U.S. Bureau of the Census. All dollar estimates are in current dollars (not adjusted for inflation)).
Source: City data sourced from City of Barstow Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2025, which is sourced to U.S. Department of Commerce, Bureau of Economic Analysis (Santa Barbara-Santa Maria-Goleta), HdL Demographics and Economic Statistics; County, State and United States statistics sourced from U.S. Department of Commerce Bureau of Economic Analysis (last updated February 5, 2026).
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Retail Sales
Commercial activity is an important contributor to the City’s economy. The following table estimates the City’s commercial activity between calendar years 2020 and 2024.
CITY OF BARSTOW
TAXABLE TRANSACTIONS BY TYPE OF BUSINESS
FOR CALENDAR YEARS 2020 THROUGH 2024
($000s)
Business 2020 2021 2022 2023 2024
Motor Vehicle and Parts Dealers $ 32,681 $ 40,168 $ 37,542 $ 32,029 $ 27,521 Home Furnishings and Appliance Stores 5,211 6,568 6,067 4,570 5,015 Building Material and Garden Equipment
and Supplies Dealers 0 41,377 0 0 0
Food and Beverage Stores 39,731 47,214 62,856 56,779 55,684 Gasoline Stations 188,687 264,352 317,017 292,576 249,782 Clothing and Clothing Accessories Stores 55,775 67,241 68,771 75,006 78,954 General Merchandise Stores 0 62,970 56,928 55,982 55,633 Food Services and Drinking Places 78,383 105,562 108,492 112,801 120,216 Other Retail Group 114,396 25,349 61,807 67,660 66,101
Total Retail and Food Services 514,867 660,806 719,482 697,405 658,910 All Other Outlets 21,039 25,895 32,511 36,617 25,535
Total All Outlets $ 535,906 $ 686,701 $ 751,994 $ 734,022 $ 684,446 Note: Numbers are adjusted for Economic Data and may not sum due to rounding.
Source: California Department of Tax and Fee Administration.
The table below present taxable sales for the years 2020 through 2024 for the County.
COUNTY OF SAN BERNARDINO
TAXABLE SALES
Year Permits Taxable Transactions
2020 71,145 $ 43,265,512,311
2021 66,585 55,378,096,658
2022 68,480 59,992,846,106
2023 67,336 57,933,854,583
2024 68,447 58,819,796,637
Source: California Department of Tax and Fee Administration, Taxable Sales – Counties by Type of Business.
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APPENDIX C
PROPOSED FORM OF BOND COUNSEL OPINION
Upon execution and delivery of Certificates, Stradling Yocca Carlson & Rauth LLP, Bond Counsel, proposes to render its final approving opinion with respect to the Certificatesin substantially the following form:
May __, 2026
City Council
City of Barstow
Re: $__________ City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026
Members of the Board of Trustees:
We have examined a certified copy of the record of the proceedings relative to the execution and delivery of $_______ principal amount of City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026 (the “Certificates”). The Certificates are dated their date of delivery and evidence the fractional and undivided interests of the registered owners thereof in the right to receive certain 2026 Installment Sale Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under and pursuant to that certain Installment Sale Agreement (the “Installment Sale Agreement”), dated as of May 1, 2026, between the City of Barstow (the “City”) and the Public Property Financing Corporation of California, a nonprofit corporation duly organized and existing under and by virtue of the laws of the State of California (the “Corporation”). The Corporation’s right to receive such 2026 Installment Sale Payments has been assigned without recourse by the Corporation to U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”), pursuant to the Trust Agreement, dated as of May 1, 2026, by and among the City, the Corporation and the Trustee (the “Trust Agreement”), which Certificates have been executed by the Trustee pursuant to the terms of the Trust Agreement.
As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to certify the same by independent investigation.
Based on the foregoing, and in reliance thereon, as of the date hereof, we are of the opinion that:
1. Such proceedings show lawful authority for the execution and delivery by the City of the Trust Agreement and the Installment Sale Agreement under the laws of the State of California now in force, and the Installment Sale Agreement and the Trust Agreement have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Trustee and the Corporation as appropriate, are valid and binding obligations of the City, enforceable against the City in accordance with their respective terms. The Certificates, assuming due execution and delivery by the Trustee, are entitled to the benefits of the Trust Agreement. The obligation of the City to make the 2026 Installment Sale Payments under the Installment Sale Agreement does not constitute a debt of the City or the State of California, or of any political subdivision thereof, within the meaning of any constitutional debt limit or restriction, does not violate any statutory debt limitation, and does not constitute an obligation for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation.
2. Under existing statutes, regulations, rulings and judicial decisions, the portion of each 2026 Installment Sale Payment constituting interest (and original issue discount) with respect to the Certificates is C-2
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excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals; however, for tax years beginning after December 31, 2022, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), interest (and original issue discount) with respect to the Certificates might be taken into account in determining adjusted financial statement income for the purposes of computing the alternative minimum tax imposed on such corporations.
3. The portion of each 2026 Installment Sale Payment constituting interest (and original issue discount) with respect to the Certificates is exempt from State of California personal income tax.
4. The difference between the issue price of a Certificate (the first price at which a substantial amount of the Certificates of a maturity is to be sold to the public) and the stated redemption price at maturity with respect to such Certificates (to the extent the redemption price at maturity is greater than the issue price) constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Certificate owner before receipt of cash attributable to such excludable income.
The amount of original issue discount deemed received by a Certificate owner will increase the Certificate owner’s basis in the applicable Certificate.
5. The amount by which a Certificate owner’s original basis for determining gain or loss on sale or exchange of the applicable Certificate (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Certificate premium, which may be amortized under the Section 171 of the Code; such amortizable Certificate premium reduces the Certificate owner’s basis in the applicable Certificate (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Certificate premium may result in a Certificate owner realizing a taxable gain when a Certificate is sold by the Certificate owner for an amount equal to or less (under certain circumstances) than the original cost of the Certificate to the Certificate owner.
Purchasers of the Certificates should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Certificate premium.
The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Installment Sale Agreement, the Trust Agreement and the Tax Certificate relating to the Certificates permit certain actions to be taken or to be omitted if a favorable opinion of Special Counsel is provided with respect thereto. No opinion is expressed herein as to the effect on the exclusion from gross income of interest (and original issue discount) for federal income tax purposes with respect to any Certificate if any such action is taken or omitted based upon the advice of counsel other than ourselves.
Other than expressly stated herein, we express no opinion regarding tax consequences with respect to the Certificates.
The opinions expressed herein as to the exclusion from gross income of the portion of each 2026 Installment Sale Payment constituting interest (and original issue discount) with respect to the Certificates are based upon certain representations of fact and certifications made by the City and others and are subject to the condition that the City complies with all requirements of the Code, that must be satisfied subsequent to the execution and delivery of the Certificates to assure that such portion of each 2026 Installment Sale Payment constituting interest (and original issue discount) with respect to the Certificates will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the portion of each 2026 Installment Sale Payment constituting interest (and original issue discount) with respect to the Certificates to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the Certificates. The City has covenanted to comply with all such requirements.
The opinions expressed herein are limited to matters governed by the laws of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.
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The opinions expressed herein are based upon our analysis and interpretation of existing statutes, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities.
We call attention to the fact that rights and obligations under the Trust Agreement and the Installment Sale Agreement are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against municipalities in the State of California.
By delivering this opinion, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of setoff, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the Trust Agreement or the Installment Sale Agreement, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the Trust Agreement or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on any assets thereunder.
The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Our engagement with respect to the Certificates terminates on the date of their execution and delivery.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Certificates and expressly disclaim any duty to advise the owners of the Certificates with respect to matters contained in the Official Statement.
Respectfully submitted,
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APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Barstow (the “City”) in connection with the execution and delivery by the City of $____________ City of Bartow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026 (the “Certificates”). The Certificates are being executed and delivered pursuant to the Trust Agreement, dated as of May 1, 2026 (the “Trust Agreement”), by and among the Public Property Financing Corporation of California (the “Corporation”), U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and the City, in order to provide funds to finance the acquisition, construction and improvement of certain transportation improvements within the jurisdiction of the City. The City covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Holders of the Certificates and to assist the Participating Underwriter in complying with SEC Rule 15c2-12(b)(5).
Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement and in the Installment Sale Agreement, dated as of May 1, 2026 (the “Installment Sale Agreement”), by and between the Corporation and the City, which apply to any capitalized terms used in this Disclosure Certificate, 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 City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
“Annual Report Date” shall mean March 31 of each year.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Certificates (including persons holding Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Certificates for federal income tax purposes.
“Dissemination Agent” shall mean Urban Futures, Inc., or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. “Holders” shall mean, while the Certificates are registered in the name of The Depository Trust Company, any applicable participant in its depository system, or the Owner of any Bond for Federal income tax purposes.
“Listed Events” shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the Official Statement, relating to the Certificates. “Participating Underwriter” shall mean Stifel, Nicolaus & Company, Incorporated, the original underwriter of the Certificates required to comply with the Rule in connection with offering of the Certificates. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.
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“SEC” shall mean the Securities and Exchange Commission.
Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, no later than each Annual Report Date, commencing March 31, 2027, with the report for Fiscal Year 2025-26, provide to the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate.
The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence.
If the City is unable to provide to MSRB an Annual Report by the date required in subsection (a), the City will send a notice to the MSRB in substantially the form attached as Exhibit A. (c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine each year prior to the Annual Report Date the then applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.
Section 4. Content of Annual Reports. Each Annual Report shall contain or incorporate by reference the following:
(a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following information with respect to the City and the Certificates for the fiscal year to which the Annual Report relates, which information may be provided by its inclusion in the audited financial statements of the City for such fiscal year described in subsection (a) above:
(i) Description of any debt issued or incurred by the City payable from or secured by a pledge of Measure I Receipts (as defined in the Official Statement) in the most recently completed fiscal year only (including details as to date, amount, term, rating, insurance). (ii) An update to Table 1 (Historic Measure I Revenues And Measure I Receipts Countywide, North Desert Subarea, Local Streets Projects, And City Measure I Receipts) in the Official Statement for the most recently completed fiscal year only. The City shall have no obligation to provide the D-3
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Countywide Measure I Revenues, Measure I Revenues generated in the North Desert Subarea, or the Measure I Revenues generated in the North Desert Subarea and allocated to Local Street Projects, unless such information is provided in the annual audited financial statements of the Measure I Fund prepared by SBCTA and made available to the City.
(iii) An update to Table 2 (City of Barstow Measure I Fund Balance Sheet) in the Official Statement for the most recently completed fiscal year only. (iv) An update to Table 3 (City of Barstow Measure I Fund Statement of Revenues, Expenditures and Changes in Fund Balances) in the Official Statement for the most recently completed fiscal year only.
(v) The coverage ratio provided by Measure I Receipts with respect to maximum annual Installment Sale Payments and the maximum annual installment sale payments or debt service payments under any Additional Contracts for the most recently completed fiscal year only, in the form of Table 5 (Maximum Annual Debt Service Coverage) in the Official Statement.
The City is not required to prepare projections or estimates of Measure I Revenues or Measure I Receipts in connection with preparation of the Annual Report. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet website or filed with the SEC.
The City shall clearly identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Certificates:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates.
(7) Modifications to rights of holders of the Certificates, if material. (8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the Certificates, if material.
(11) Rating changes.
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(12) Bankruptcy, insolvency, receivership or similar event of the City or the Corporation. (13) The consummation of a merger, consolidation, or acquisition involving the City or the Corporation, or the sale of all or substantially all of the assets of the City or the Corporation (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect Bond holders, if material.
(16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties. (b) Upon the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14), and (a)15 of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Certificates. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Upon the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law.
If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above.
(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City or the Corporation, as applicable, in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental Corporation has assumed jurisdiction over substantially all of the assets or business of the City or the Corporation, as applicable, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental Corporation, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental Corporation having supervision or jurisdiction over substantially all of the assets or business of the City or the Corporation, as applicable. (e) For purposes of the events identified in paragraphs (a)(15) and (a)(16) above, the term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
Section 6. Termination of Reporting Obligation. The City’s obligation under this Disclosure Certificate shall terminate upon the legal defeasance, prior prepayment or payment in full of all of the Certificates. If such termination occurs prior to the maturity of the Certificates, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).
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Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Certificate.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Certificates, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Certificates, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (i) is approved by holders of the Certificates in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Certificates.
If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.
If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, 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. The comparison shall include a 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, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.
A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(b).
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate 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 Certificate. If the City 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 Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
The City 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 and Exchange Act of 1934, may D-6
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apply to the City, and that under some circumstances compliance with this Disclosure Certificate, without additional disclosures or other such action, may not fully discharge all duties and obligations of the City under such laws.
Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, the sole legal remedy of any Holder or Beneficial Owner of the Certificates or the Participating Underwriter shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement.
No Bondholder or Beneficial Owner may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the City satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the City shall have refused to comply therewith within a reasonable time.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City 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 attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Certificates.
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and Holders from time to time of the Certificates, and shall create no rights in any other person or entity.
Section 13. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.
Dated: _______________, 2025 CITY OF BARSTOW
By:
City Manager
Acknowledged as to Duties as Dissemination Agent:
URBAN FUTURES, INC.
By:_______________________________________
Authorized Officer
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EXHIBIT A TO CONTINUING DISCLOSURE CERTIFICATE
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Obligor: City of Barstow
Name of Certificates: City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026
Date of Execution and Delivery: ___________, 2026
NOTICE IS HEREBY GIVEN that the City of Barstow, California (the “City”) has not provided an Annual Report with respect to the above-named Certificates as required by the Continuing Disclosure Certificate, dated __________, 2026. The City anticipates that the Annual Report will be filed by __________________.
Dated:
[DISSEMINATION AGENT]
By:
Authorized Signatory
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APPENDIX E
CITY OF BARSTOW
ANNUAL COMPREHENSIVE FINANCIAL REPORT
FOR THE FISCAL YEAR ENDED JUNE 30, 2025
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APPENDIX F
CITY OF BARSTOW
MEASURE I COMPLIANCE AUDIT
FOR THE YEAR ENDED JUNE 30, 2025
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APPENDIX G
BOOK ENTRY PROVISIONS
The following description of DTC, the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption of or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.
1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the bonds (the “Bonds”). The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Bonds, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.
2. DTC, the world’s largest securities depository, 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 and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+.
The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. The information contained on this Internet site is not incorporated herein by reference.
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3. Purchases of 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 each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.
Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
4. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any 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 Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
5. 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. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as prepayments, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
6. Prepayment notices shall be sent to DTC. If less than all of the Bonds within an issue are being prepaid, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be prepaid.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Prepayment proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records.
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 of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of prepayment proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
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9. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.
10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.
11. The information in this Section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
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APPENDIX H
FORM OF MUNICIPAL BOND INSURANCE POLICY