Attachment 4Attachment 4Agenda Version
Attachment 4
Attachment 4
$18,450,000
City of Hesperia
Community Facilities District No. 2005-1
(Belgate Development Restructuring)
County of San Bernardino, State of California
Special Tax Refunding Bonds, Series 2014
ESCROW DEPOSIT AND TRUST AGREEMENT
THIS ESCROW DEPOSIT AND TRUST AGREEMENT (this “Agreement”) is dated as of December 1, 2024, for the purposes described herein, is entered into by and between the CITY OF HESPERIA (herein the “City”), a general law city and municipal corporation, duly organized and existing under and by virtue of the laws of the State of California and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized under the laws of the United States of America, as escrow agent (the “Escrow Agent”), with respect to the City of Hesperia Community Facilities District No. 2005-1 (Belgate Development Restructuring), County of San Bernardino, State of California Special Tax Refunding Bonds, Series 2014 (the “2014 Bonds”), which were issued pursuant to a Fiscal Agent Agreement (the “2014 Fiscal Agent Agreement”), dated as of December 1, 2014, by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “2014 Fiscal Agent”).
W I T N E S S E T H:
WHEREAS, the 2014 Bonds are subject to optional redemption on March 1, 2025, without premium; and WHEREAS, the City wishes to refinance the outstanding principal amount of the 2014 Bonds, and, for that purpose, proposes to issue its City of Hesperia Community Facilities District No. 2005-1 (Belgate Development Restructuring), County of San Bernardino, State of California Special Tax Refunding Bonds, Series 2024 (the “2024 Bonds”); WHEREAS, the City has directed authorized officers of the City to enter into this Agreement whereby the proceeds of sale of the 2024 Bonds, together with other funds held under the 2014 Fiscal Agent Agreement, will be deposited in the City of Hesperia Community Facilities District No. 2005-1 (Belgate Development Restructuring) Special Tax Refunding Bonds, Series 2014 escrow fund (the “Escrow Fund”) to be created and maintained with the Escrow Agent as set forth in this Agreement, all for the purpose of defeasing and redeeming the 2014 Bonds pursuant to and in accordance with the provisions of the 2014 Fiscal Agent Agreement; and WHEREAS, the 2014 Fiscal Agent must cause notice of any redemption to be mailed to the owners of the 2014 Bonds at least 30 days but not more than 60 days prior to the date fixed for redemption; and WHEREAS, pursuant to Section 9.03 of the 2014 Fiscal Agent Agreement, the 2014 Bonds will be defeased when cash or Federal Securities (as defined in the 2014 Fiscal Agent Agreement) in such amount as the City shall determine, as confirmed by an independent certified public accountant, will, together with the interest to accrue thereon and amounts then on deposit in the Bond Fund and the Reserve Fund (to the extent invested in Federal Securities) established under the 2014 Fiscal Agent Agreement, be fully sufficient to pay and discharge the indebtedness on all such 2014 Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such 2014 Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in the 2014 Fiscal Agent Agreement or provision satisfactory to the 2014 Fiscal Agent shall have been made for the giving such notice; and WHEREAS, the City wishes to instruct the Escrow Agent with respect to investment, use and disposition of funds deposited into the Escrow Fund, including but not limited to investment of certain amounts in the Escrow Fund in “Federal Securities”, which term is defined to have the meaning given to the terms “Federal Securities” under the 2014 Fiscal Agent Agreement; and WHEREAS, the Escrow Agent has full powers to act with respect to the Escrow Fund and to perform the duties and obligations to be undertaken pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the City and the Escrow Agent agree as follows:
Section 1. Definitions. Capitalized terms used herein are used with the meanings assigned to them in the 2014 Fiscal Agent Agreement and in the recitals hereof unless the context clearly requires some other meaning.
Section 2. Establishment of Escrow; Deposit of Funds. The Escrow Fund is hereby established by the City with the Escrow Agent. The Escrow Fund shall be an irrevocable escrow account to be maintained by the Escrow Agent for the benefit and protection of the owners of the 2014 Bonds. All cash and Federal Securities in the Escrow Fund are hereby irrevocably pledged as a special fund for the payment of the 2014 Bonds in accordance with the provisions of the 2014 Fiscal Agent Agreement. The Escrow Agent shall have no lien upon or right of set off against the Federal Securities and cash at any time on deposit in the Escrow Fund.
Deposit of Bond Proceeds. Concurrently with the delivery of the 2024 Bonds to the purchaser thereof, proceeds of the 2024 Bonds in the amount of $_______ shall be transferred to the Escrow Agent by U.S. Bank Trust Company, National Association, as fiscal agent with respect to the 2024 Bonds (the “2024 Fiscal Agent”), which bond proceeds, together with amounts transferred pursuant to the following paragraphs (b) and (c), shall be used exclusively for the timely payment and redemption of the 2014 Bonds as set forth on Exhibit B hereto.
Deposit of Moneys Relating to the 2014 Bonds Held by the 2014 Fiscal Agent. Concurrently with the delivery of the 2024 Bonds to the purchaser thereof, the 2014 Fiscal Agent shall transfer $________ held in the funds and accounts established by the 2014 Fiscal Agent Agreement, which amounts, together with Bond proceeds transferred pursuant to the preceding paragraph (a) and amounts transferred pursuant to the following paragraph (c), shall be used exclusively for the timely payment and redemption of the 2014 Bonds as set forth on Exhibit B hereto or as otherwise set forth below.
Deposit of Moneys Held by the City. Concurrently with the delivery of the 2024 Bonds to the purchaser thereof, the City shall transfer to the Escrow Agent $_____ related to the 2014 Bonds, which amount shall be used exclusively for the timely payment and redemption of the 2014 Bonds as set forth on Exhibit B hereto or as otherwise set forth below.
If at any time the Escrow Agent shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Agent shall notify the City of such fact and the City shall promptly cure such deficiency from any source of legally available funds. The Escrow Agent shall not be liable for any such deficiency.
The Escrow Agent shall deposit the Federal Securities and cash received by the Escrow Agent in the Escrow Fund solely for the uses and purposes set forth herein upon receipt by the Escrow Agent of an opinion of an independent certified public accountant that the Federal Securities and cash set forth in Section 4, together with interest to be derived therefrom, shall be in an amount which shall at all times be at least sufficient to make the payments specified in Section 5 hereof.
Section 3. Purchase of Federal Securities. The Escrow Agent shall use $______ of the amounts deposited in the Escrow Fund pursuant to Section 2 to acquire in its own name, as Escrow Agent, the Federal Securities described in Exhibit A attached hereto. The Escrow Agent shall hold the balance ($_________) uninvested in cash.
At the written direction of the City, the Escrow Agent shall invest and reinvest any proceeds received from any of the Federal Securities acquired pursuant to this Section 3 (the “Original Federal Securities”), and the cash originally deposited into the Escrow Fund, for a period ending not later than the date on which such proceeds or cash are required for the purposes specified in Section 5 and maturing in an amount at least equal to their purchase price, in Federal Securities; provided, however, that with respect to any such reinvestment, such written directions of the City shall be accompanied by an opinion of nationally recognized bond counsel (“Bond Counsel”) that investment in accordance with such directions will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the 2014 Bonds or the Bonds. In the event that the City shall fail to file any such written directions with the Escrow Agent concerning the reinvestment of any such proceeds, such proceeds shall be held uninvested by the Escrow Agent.
Section 4. Payment for Federal Securities. Payment for the Federal Securities referred to in Section 3 shall be conclusively evidenced by the Escrow Agent’s execution and delivery of an acknowledgment of payment.
Section 5. Retention for, and Payment of, the 2014 Bonds. The City hereby instructs the Escrow Agent to retain and hold moneys and Federal Securities in the Escrow Fund for the purpose of paying interest on the 2014 Bonds due on March 1, 2025, and on March 1, 2025, to redeem the remaining outstanding principal amount of the 2014 Bonds at a redemption price equal to the principal amount of the 2014 Bonds to be redeemed, without premium.
The Escrow Agent shall transfer to the 2014 Fiscal Agent from the Escrow Fund such amounts as may be necessary for such purposes, as shown on Exhibit B attached hereto. Any monies remaining in the Escrow Fund established under this Agreement after making all of the payments described in this Section 5 shall be transferred to the Fiscal Agent, for deposit into the Bond Fund for the 2024 Bonds.
Section 6. Notice of Redemption and Defeasance. The 2014 Fiscal Agent is hereby directed to give notice of the redemption of the 2014 Bonds to the registered Owners thereof, not less than 30 days nor more than 60 days prior to the redemption date, in accordance with the provisions of the 2014 Fiscal Agent Agreement, in the form attached hereto as Exhibit C, so that redemption shall occur strictly in accordance with the applicable provisions thereof.
In addition, the 2014 Fiscal Agent is hereby directed to give a notice of defeasance through the Municipal Securities Rulemaking Board’s EMMA website in the form attached hereto as Exhibit D. The sole remedy available for the 2014 Fiscal Agent’s failure to timely give such notice of defeasance through the EMMA website shall be an action by the holders of the 2014 Bonds in mandamus for specific performance or similar remedy to compel performance.
Section 7. Substitution of Federal Securities. The City may at any time direct the Escrow Agent to substitute new Federal Securities for any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution shall be accompanied by a certification of an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 5 hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel that the substitution will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the 2014 Bonds and the 2024 Bonds. In the event that, following any such substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 5 hereof, such excess shall be transferred to the Fiscal Agent, for deposit into the Bond Fund for the 2024 Bonds.
Section 8. Limited Power of Escrow Agent; Permitted Investments. Except as herein otherwise expressly provided, the Escrow Agent shall have no power or duty to make substitutions of the Federal Securities, or to sell, transfer or otherwise dispose of the Federal Securities.
Section 9. No Arbitrage with Respect to the 2014 Bonds. The City hereby covenants that no part of the Escrow Fund shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause the 2014 Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code and regulations promulgated thereunder.
Section 10. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Federal Securities accruing to the Escrow Agent hereunder, and such books shall be available for inspection at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the 2014 Bonds and the 2024 Bonds.
Section 11. Proper Filings. The City will, at the City’s expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Agent, the moneys and Federal Securities hereby pledged, or intended so to be or which the City may be or may hereafter become bound to pledge, convey or assign to the Escrow Agent or for carrying out the intention or facilitating the performance of the terms of this Agreement.
Section 12. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement shall be fully discharged, and satisfied when all of the 2014 Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate, and become null and void, and thereupon the Escrow Agent shall, upon the written request of the City, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement.
Section 13. Insufficiency of the Escrow Fund. The City agrees that if for any reason the investments and moneys and other funds in the Escrow Fund are insufficient or otherwise unavailable to pay timely principal and premium of, and interest on, the 2014 Bonds, the City shall continue to be liable therefor in accordance with the terms of the 2014 Fiscal Agent Agreement and the 2014 Bonds.
Section 14. Tax-Exempt Nature of the 2014 Bonds and the 2024 Bonds. The City covenants and agrees for the benefit of the owners of the 2014 Bonds and the 2024 Bonds that it will not perform or permit to be performed anything or act in such manner as would cause interest on the 2014 Bonds or the 2024 Bonds to be included in the gross income of the recipients thereof for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”), and, in particular, it will not use any of the proceeds received from the sale of the 2024 Bonds, directly or indirectly, in any manner which would result in such 2024 Bonds being classified as “arbitrage bonds” within the meaning of Section 148(a) of the Code.
Section 15. Compensation of the Escrow Agent. The Escrow Agent’s fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The City shall pay the Escrow Agent full compensation for its duties under this Agreement. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes.
Section 16. No Implied Duties; No Rights to Others. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any person other than the City, the Escrow Agent, the 2014 Fiscal Agent and the registered owners of the 2014 Bonds, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the City, the Escrow Agent and the Owners of the 2014 Bonds. The Escrow Agent shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent.
Section 17. Immunities and Liabilities of Escrow Agent. (A) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under this Agreement. (B) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. (C) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein. (D) The Escrow Agent may become the owner of, or acquire any interest in, any of the 2014 Bonds with the same rights that it would have if it were not the Escrow Agent and may engage or be interested in any financial or other transaction with the City. (E) The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal Securities deposited with it to pay the principal, interest, or premiums, if any, on the 2014 Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment. (F) The Escrow Agent shall not be liable for any action or omission of the City under this Agreement or the 2014 Fiscal Agent Agreement. (G) Whenever in the administration of this Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized official of the City, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (H) The Escrow Agent may at any time resign by giving written notice to the City of such resignation. The City shall promptly appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective only upon acceptance of appointment by a successor Escrow Agent. If the City does not appoint a successor, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation of an Escrow Agent, the City may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the City appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the City, shall immediately and without further act be superseded by the successor Escrow Agent so appointed. (I) The City agrees to indemnify the Escrow Agent, its agents and its officers or employees for and to hold the Escrow Agent, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Agent) which may be imposed on, incurred by, or asserted against the Escrow Agent at any time by reason of the performance of its duties as Escrow Agent hereunder and under the 2014 Fiscal Agent Agreement, in any transaction arising out of this Agreement or the Bond Resolution or any of the transactions contemplated herein or in the 2014 Fiscal Agent Agreement, unless due to the Escrow Agent’s or its officers’ or employees’ or agents’ negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Agent. (J) The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” means mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures. (K) None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder. (L) All notices, certificates, or other communications hereunder with the Escrow Agent shall be addressed to the Escrow Agent at:
U.S. Bank Trust Company, National Association
633 West 5th Street, 24th Floor
Los Angele, CA 90071
Attention: Global Corporate Trust
Section 18. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
Section 19. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provisions has never been contained herein.
Section 20. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the City, the PFA and the Escrow Agent shall preserve undestroyed, shall together constitute but one and the same instrument.
Section 21. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day.
Section 22. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California.
IN WITNESS WHEREOF, the City and the Escrow Agent have each caused this Agreement to be executed by the duly authorized officers thereof and have caused the corporate seal to be affixed hereto and attested as of the date first above written.
CITY OF HESPERIA
By:
Assistant City Manager
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Agent
By:
Authorized Officer
ACKNOWLEDGED AND ACCEPTED:
U.S. Bank Trust Company, National Association, as 2014 Fiscal Agent By:
Authorized Officer
EXHIBIT A
DESCRIPTION OF FEDERAL SECURITIES
Type
Maturity
Date
Par
Amount
Rate
Cost
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE OF 2014 BONDS
2014 Bonds
Payment
Date
Interest
Principal
Maturing
Principal
Redeemed
Premium
Total
Payment
3/1/15
$0.00
$0.00
EXHIBIT C
FORM OF NOTICE OF REDEMPTION
Notice to the Holders of Outstanding
$18,450,000
initial principal amount
City of Hesperia
Community Facilities District No. 2005-1
(Belgate Development Restructuring)
County of San Bernardino
State of California
Special Tax Refunding Bonds, Series 2014
Date of Issuance: December 18, 2014
NOTICE IS HEREBY GIVEN that the City of Hesperia (the “City”) has on December _, 2024, from the proceeds of sale of bonds and other sources, irrevocably set aside in an Escrow Fund created for such purpose and held by U.S. Bank Trust Company, National Association, Los Angeles, California, as escrow agent (the “Escrow Agent”) pursuant to an Escrow Deposit and Trust Agreement, dated as of December 1, 2014 (the “Escrow Agreement”), by and between the City and the Escrow Agent, moneys which shall be sufficient (as evidenced by a report from an independent certified public accountant delivered to the Escrow Agent) to (i) pay interest due on the captioned bonds (the “Bonds”) on March 1, 2015 and (ii) redeem on March 1, 2015, all of the remaining outstanding Bonds at a redemption price equal to 100% of the principal amount to be redeemed, without premium. The following is a description of the Bonds to be redeemed, including their CUSIP numbers:
Maturity Date
(September 1)
Principal
Amount
Interest
Rate
CUSIP*
2025
$790,000
5.000%
428059BA6
2026
860,000
5.000
428059BB4
2027
930,000
3.500
428059BC2
2028
990,000
3.625
428059BD0
2029
1,060,000
5.000
428059BE8
2035
5,705,000
5.000
428059BG3
2035
2,500,000
4.000
428059BF5
Interest on the Bonds will not accrue after the Redemption Date.
Bonds must be surrendered at the Principal Office of the Fiscal Agent for redemption at the redemption price described above; the Principal Office of the Fiscal Agent is located at the following address:
U.S. Bank, National Association
Global Corporate Trust
111 Fillmore Ave. East
Saint Paul, MN 55107
The City and the Escrow Agent shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any bond. They are included solely for the convenience of the holders.
Dated: January __, 2025
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent
EXHIBIT D
FORM OF NOTICE OF DEFEASANCE
NOTICE OF DEFEASANCE
$18,450,000
initial principal amount
City of Hesperia
Community Facilities District No. 2005-1
(Belgate Development Restructuring)
County of San Bernardino
State of California
Special Tax Refunding Bonds, Series 2014
Date of Issuance: December 18, 2014
NOTICE IS HEREBY GIVEN that the City of Hesperia (the “City”) has on December __, 2024, from the proceeds of sale of bonds and other sources, irrevocably set aside in an Escrow Fund created for such purpose and held by U.S. Bank Trust Company, National Association, Los Angeles, California, as escrow agent (the “Escrow Agent”) pursuant to an Escrow Deposit and Trust Agreement, dated as of December 1, 2024 (the “Escrow Agreement”), by and between the City and the Escrow Agent, moneys which shall be sufficient (as evidenced by a report from an independent certified public accountant delivered to the Escrow Agent) to (i) pay interest due on the captioned bonds (the “Bonds”) on March 1, 2025 and (ii) redeem on March 1, 2025, all of the remaining outstanding Bonds at a redemption price equal to 100% of the principal amount to be redeemed, without premium. The following is a description of the defeased Bonds, including their CUSIP numbers:
Maturity Date
(September 1)
Principal
Amount
Interest
Rate
CUSIP*
2025
$790,000
5.000%
428059BA6
2026
860,000
5.000
428059BB4
2027
930,000
3.500
428059BC2
2028
990,000
3.625
428059BD0
2029
1,060,000
5.000
428059BE8
2035
5,705,000
5.000
428059BG3
2035
2,500,000
4.000
428059BF5
In accordance with the terms of the Fiscal Agent Agreement relating to the Bonds, notice of redemption of the captioned Bonds to be redeemed is required to be given by U.S. Bank Trust Company, National Association, as fiscal agent thereunder, on a date not more than 60 days or less than 30 days prior to the date fixed for redemption thereof.
The moneys deposited in the Escrow Fund (as defined in the Escrow Agreement), including the earnings derived from the investment thereof, are irrevocably pledged to the payment of principal or redemption price of and interest on the Bonds. Said moneys have been invested in certain United States Treasury Bonds State and Local Government Series issued by the United States Treasury (“SLGS”) and which bear interest and mature on such dates as to insure the payment of all principals, premium, as applicable, and interest on the Bonds. Pursuant to the Escrow Agreement, the City may substitute securities for those initially allocated to the Escrow Fund and withdraw moneys from the Escrow Fund subject to the terms and conditions set forth in the Escrow Agreement.
As a consequence of the foregoing actions and in accordance with the Fiscal Agent Agreement relating to the Bonds, the Bonds are no longer secured by a pledge of the Special Tax Revenues described in or moneys held in certain funds established under the Fiscal Agent Agreement relating to the Bonds, such pledge and the obligations and covenants of the City under the Fiscal Agent Agreement having been fully released and discharged, and the Bonds are now payable solely from the moneys and investments set aside in the Escrow Fund as described above and, if necessary, from other legally available funds of the City.
Dated: December __, 2024
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Escrow Agent 11 Exhibit A
Exhibit B
Exhibit C
Exhibit D