Name of Bond Issue: Stockton Public Financing Authority Parking Revenue Bonds, Series 2020
Date of Issuance: February __, 2020
NOTICE IS HEREBY GIVEN that the City of Stockton Parking Author ity (the “Parking Authority”) has not provided an Annual Report with respect to the above-named B onds as required by Section 3 of the Continuing Disclosure Certificate dated February __, 2020 execu ted by the Parking Authority. The Parking Authority anticipates that the Annual Report will be filed by ____________________.
Dated: _______________
C I T Y O F S T O C K T O N P A R K I N G
A U T H O R I T Y
B y :
[ C h i e f F i n a n c i a l O f f i c e r ]
cc: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
ATTACHMENT B
F-1
APPENDIX F
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of princi pal, redemption premium, if any, and interest with respect to the Bonds to DTC, its Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, its Participants and the Beneficial Owners is based sole ly on the understanding of the Authority and the City of such procedures and record keeping from information provided by DTC. Accordingly, no representations can be made concerning these matters and neither DTC, its Participants nor the Beneficial Owners should rely on the foregoing inform ation with respect to such matters, but should instead confirm the same with DTC or its Participants, as the case may be. The Authority, the City, the Trustee, and the Underwriter understand that the curren t “Rules” applicable to DTC are on file with the Securities and Exchange Commission and that the cu rrent “Procedures” of DTC to be followed in dealing with Participants are on file with DTC.
The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be reques ted by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning o f 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 pur suant 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 munici pal 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 Par ticipants of sales and other securities transactions in deposited securities, through electronic comput erized 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 organizatio ns. 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 Clear ing Corporation, all of which are registered clearing agencies. DTCC is owned by users of its re gulated 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 o r maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Pa rticipants”). 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.
Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive writ ten 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
ATTACHMENT B
F-2
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 Di rect and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers , all Bonds deposited by Dire ct 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 the Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nomine e do not effect 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 Participa nts will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrang ements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the 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 redemptions, tende rs, defaults, and proposed ame ndments to the Indenture. For example, Beneficial Owners of the 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.
Redemption notices shall be sent to DTC, if less than all of th e Bonds within a maturity are being redeemed. DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in each issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will con sent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as s oon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.’s consenting or voting rig hts to those Direct Participants to whose accounts the Bonds are credited on the record date (ident ified in a listing attached to the Omnibus Proxy).
Payments of principal of, premium, if any, and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized repr esentative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of fund s and corresponding detail information from the Authority, the City, or the Trustee, on payable date i n 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 secur ities held for the accounts of customers in bearer form or registered in “street name,” and will be the res ponsibility of such Participant and not of DTC, the Trustee, the Authority, or the City, subject to any st atutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premiu m, if any, and interest on the Bonds to Cede (or such other nominee as may be requested by an authorize d representative of DTC) is the responsibility of the Authority or the Trustee, 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.
ATTACHMENT B
F-3
DTC may discontinue providing its services as depository with r espect to the Bonds at any time by giving reasonable notice to the Authority, the City, or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certifi cates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of bo ok-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered.
The foregoing information concerning DTC concerning and DTC’s b ook-entry system has been provided by DTC, and none of the Authority, the City, or the Tr ustee take any responsibility for the accuracy thereof.
NONE OF THE AUTHORITY, THE CITY, OR THE TRUSTEE WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PART ICIPANTS OR
BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE
TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS O R T H E SELECTION OF BONDS FOR REDEMPTION.
In the event that the book-entry system is discontinued as desc ribed above, the requirements of the Indenture will apply.
The Authority, the City, and the Trustee cannot and do not give any assurances that DTC, the Participants or others will distr ibute payments of principal, interest or premium, if any, evidenced by the Bonds paid to DTC or its nominee as the registered owner, or wi ll distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do s o on a timely basis or will serve and act in the manner described in this Official Statement. None of the Au thority, the City, or the Trustee is responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or an error or delay relating thereto.
ATTACHMENT B
G-1
APPENDIX G
PROPOSED FORM OF OPINION OF BOND COUNSEL
ATTACHMENT B
H-1
APPENDIX H
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
SF\322161360.1
ATTACHMENT B
EXHIBIT 5
-1-
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
STOCKTON PUBLIC FINANCING
AUTHORITY
and the
PARKING AUTHORITY OF THE CITY OF STOCKTON
THIS ASSOCIATE MEMBERSHIP AGREEMENT, dated as of ______ 1, 20__ (this “Associate Membership
Agreement”) is made by and between STOCKTON PUBLIC
FINANCING AUTHORITY (the “Financing Authority”) and the PARKING AUTHORITY OF THE CITY OF STOCKTON, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California (the “Parking Authority”); WITNESSETH:
WHEREAS, the City of Stockton (the “City”) and the former Redevelopment Agency of the City
of Stockton (collectively, the “Members”) have entered into Joint Exercise of Powers Agreement, dated as of June 18, 1990 (the “Joint Powers Agreement”), establishing the Financing Authority and prescribing its purposes and powers, and providing, among other things, for associate members of the Financing Authority (an “Associate Member”); WHEREAS, the Financing Authority has been formed for the purpose, among others, of providing financing for Public Improvements (as defined in the Joint Powers Agreement) of the Members and an Associate Member through the acquisition by the Financing Authority of such Public Improvements and/or purchase by the Financing Authority of Obligations (as defined in the Joint Powers Agreement) of the Members and an Associate Member and/or the lending of funds by the Financing Authority to the Members or an Associate Member; WHEREAS, the Parking Authority desires to become an Associate Member of the Financing Authority;
WHEREAS, the Board of Directors of the Financing Authority has determined that the Parking Authority should become an Associate Member of the Financing Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Financing Authority and the Parking Authority do hereby agree as follows:
Section 1. Associate Member Status. The Parking Authority is hereby made an Associate Member of the Financing Authority for all purposes of the Joint Powers Agreement, the provisions of which are hereby incorporated herein by reference. From and after the date of execution and delivery of this Associate Membership Agreement, the Parking Authority shall be and remain an Associate Member of the Financing Authority.
ATTACHMENT B
EXHIBIT 5
-2-
Section 2. Purpose of this Associate Membership Agreement . The purpose of this Associate Membership Agreement is to facilitate the financing of the acquisition by the Parking Authority of Public Improvements necessary for the governmental operation of the Parking Authority at a cost (taking into account the cost of such financing) which is less than would be possible if the Parking Authority were to acquire the Public Improvements independently of the Financing Authority.
Section 3. Restrictions and Rights of the Parking Authority. The Parking Authority’s powers with respect to the Financing Authority shall be limited to those powers enumerated in Article VIII of the Joint Powers Agreement. The Parking Authority shall not have the right, as an Associate Member of the Financing Authority, to vote on any action taken by the Board of Directors or by the Financing Authority. In addition, no officer, employee or representative of the Parking Authority shall have any right to become an officer or director of the Financing Authority.
Section 4. Effect of Prior Authority Actions. The Parking Authority hereby agrees to be subject to and bound by all actions previously taken by the Board of Directors of the Financing Authority to the same extent as the Members of the Financing Authority are subject to and bound by such actions.
Section 5. No Obligations of the Parking Authority. The debts, liabilities and obligations of the Financing Authority shall not be the debts, liabilities and obligations of the Parking Authority.
Section 6. Execution of this Associate Membership Agreement. Execution of this Associate Membership Agreement shall satisfy the requirements of Article VIII of the Joint Powers Agreement.
Section 7. Governing Law. This Associate Membership Agreement shall be governed by and construed in accordance with the laws of the State of California.
Section 8. Execution in Counterparts. This Associate Membership Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
ATTACHMENT B
EXHIBIT 5
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.
STOCKTON PUBLIC FINANCING AUTHORITY
By:_________________________________
Executive Director
ATTEST:
____________________________
Secretary
PARKING AUTHORITY OF THE
CITY OF STOCKTON
By:_________________________________
Executive Director
ATTEST:
____________________________
Secretary
ATTACHMENT B
Exhibit 6
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Stockton Parking Authority (the “Parking Authority”) in connection with the issuance of $___,___,000 Stockton Public Financing Authority Parking Revenu e Bonds, Series 2020 (the “Bonds”).
The Bonds are being issued pursuant to an Indenture dated as of February 1, 2020 (the “Indenture”), by and between the Stockton Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Parking Authority covenants and agrees as follows:
SECTION 1. Purpose of the Discl osure Certificate. This Disclosure Certificate is being executed and delivered by the Parking Authority for the benefit of the H olders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set f orth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the Parking Authority pursuant to, and as described in, Section 3 and Section 4 of this Disclosure Certificate.
“Beneficial Owner” means any person which (a) has the power, directly or indirect ly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries).
“ City” means the City of Stockton, a municipal corporation and charter city.
“Disclosure Representative” means the Chief Financial Officer of the City or a designee, o r such other officer or employee as the City shall designate in writin g to the Dissemination Agent from time to time.
“Dissemination Agent” means initially Willdan Financial Services, acting in its capa city as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Parking Authority and which has filed with the Parking Authority written evidence of such designation.
“ EMMA” means the Electronic Municipal Marketplace Access site maintained by the MSRB, currently located at http://emma.msrb.org.
“Filing Date” means March 31 following the end of each Fiscal Year of the City (or t he next succeeding business day if such day is not a business day), com mencing with the filing for Fiscal Year 2019-20 due March 31, 2021.
“Financial Obligation” means a debt obligation; derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or a guarantee of a debt obligation or derivative instrument entered into in c onnection with, or pledged as security or a source of payment for, an existi ng or planned debt obligation. The term financial obligation excludes municipal securities for which a final offering memorandum has been provided to the MSRB consistent with the Rule.
“Fiscal Year” means with respect to the City, the period beginning on July 1 of each year and ending on the next succeeding June 30, or any 12-month or 52-week period thereafter selected by the City with notice of such selection of change in fiscal year to be provided as set forth in Section 3(a).
ATTACHMENT B
2 “Holders” means either the registered owne rs of the Bonds, or, if the Bo nds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in its depository.
“ MSRB” means the Municipal Securities Rulemaking Board, which has be en 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 ma y be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.
“Official Statement” means the Official Statement dated ________, 2020 relating to the Bonds.
“Parking Authority” means the Parking Authority of the City of Stockton.
“Parking CFD” means City of Stockton Community Facilities District No. 2001- 1 (Downtown Parking).
“Participating Underwriter” means any of the original underwriters of the Bonds required t o comply with the Rule in connection with offering of the Bonds.
“Rule” means Rule 15c2-12(b)(5) adopte d by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
“Specified Event” means any of the events listed in Section 5(a) or Section 5(b) of this Disclosure Certificate and any other event legally required to be reported pursuant to the Rule.
SECTION 3. Provision of Annual Reports.
(a) The Parking Authority shall provide, or shall cause the Di ssemination Agent to provide to the MSRB, not later than the Filing Date, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report sh all be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents compris ing a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Parking Authority may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the Fiscal Year of the City changes, it shall give notice of such change in the same manner as for a Specified Event under this Disclosure Certificate. The Parking Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such An nual Report constitutes the Annual Report required to be furnished by the Parking Authority hereunder.
(b) Not later than 15 Business Days prior to the Filing Date, the Parking Authority shall provide the Annual Report to the Dissemination Agent (if other than the Parking Authority). The Parking Authority shall provide, or cause the preparer of the Annual Re port to provide, a written certificate with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished to it hereunder. Th e Dissemination Agent may conclusively rely upon such certification and shall have no duty or obligation to review such Annual Report.
(c) If the Parking Authority is unable to provide to the Annua l Report to the MSRB by the date required in Section 3(a), the Parking Authority shall send a no tice in a timely manner to the MSRB in substantially the form attached as Exhibit A.
ATTACHMENT B
3 (d) The Dissemination Agent shall:
(i) Provided it has received the Annual Report from the Parki ng Authority pursuant to Section 3(a), file the Annual Report the MSRB by the Filing Date, and file any notice of a Specified Event, if requested by the Parking Authority, as soon as practicable following receipt from the Parking Authority of such notice; and
(ii) Provided it has received the Annual Report from the Park ing Authority pursuant to Section 3(a), file a report with the Parking Authority 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. The Parking Authority’ s Annual Report shall contain or incorporate by reference the following:
(a) The Statement of Net Assets, the Statement of Revenues, Expenditures and Changes in Fund Net Assets, and the Statement of Cash Flows for the Parking Authority for the prior Fiscal Year, prepared in accordance with gen erally-accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Acc ounting Standards Board. If such financial reports are not available by the time the Annual Repo rt is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements relating to the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(b) To the extent not presented in the audited financial state ments:
(i) A maturity schedule for the outstanding Bonds;
(ii) The balance in each of the following funds established pu rsuant to the Indenture as of the close of the prior Fiscal Year:
(A) total deposits in the 2020 Installment Payment Fund for the prior Fiscal Year (with a statement of debt service requirement discharged by the 2020 Installment Payment Fund in the prior Fiscal Year);
(B) the 2020 Reserve Account (with a statement of the current 2 020 Reserve Requirement and the name of the guaranteed investment contract provider, if any).
(iii) Debt service schedules for any Parity Debt.
(iv) Information for the prior Fiscal Year is substantially si milar to that provided in the following tables of the Official Statement with respect to the Parking CFD:
(A) Table 5–Top 10 Taxpayers;
(B) Table 6–Historical Principal Taxpayers; and
(C) Table 7–Historical Delinquency Information.
(v) Information for the prior Fiscal Year substantially simila r to that provided in Table 9–“Revenues by Parking Authority” of the Official Statement;
SECTION 5. Reporting of Specified Events.
ATTACHMENT B
4 (a) Pursuant to the provisions of this Section 5, the Parking Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2020 Bonds:
(i) Principal and interest payment delinquencies on the 2020 Bonds; (ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting fin ancial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) 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 2020 Bonds, or other material events affecting the tax status of the 2020 Bonds;
(vii) Modifications to rights of the 2020 Bond Holders, if mate rial; (viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property, if any, securin g repayment of the 2020 Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the Parking Authority or other obligated person;
(xiii) The consummation of a merger, consolidation, or acquisit ion involving the Parking Authority or an obligated person, or the sale of all or substan tially all of the assets of the Parking Authority or an obligated person (other than in the ordinary co urse 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; (xiv) Appointment of a successor or additional trustee or the c hange of name of a trustee, if material;
(xv) Incurrence of a Financial O bligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority r ights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modif ication of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.
(b) The Trustee shall, promptly upon obtaining actual knowledge at its principal corporate trust office as specified in Section 12 hereof of the occurrence of a ny of the Specified Events and notify the
ATTACHMENT B
5 Parking Authority of such Specified Events; provided, that failure by the Trustee to so notify the Parking Authority shall not relieve the Parking Authority of its duty t o report Specified Events as required in this Section 5. For the purpose of this Disclosure Agreement “actua l knowledge” means actual knowledge at the corporate trust office of t he Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Trust Agreement.
(c) Wherever the Parking Authority obtains knowledge of the oc currence of Specified Event, the Parking Authority shall, or shall cause the Dissemination Agent (if not the Parking Authority) to, file a notice of such occurrence with the MSRB, in an electronic forma t as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Specified Event. (d) The Parking Authority acknowledges that the events describe d in subparagraphs (a)(ii), (a)(vii), (a)(x), (a)(xiii), (a)(xiv), (a)(xiv), and (a)(xv) of this Section 5 contain the qualifier “if material.” The Parking Authority shall cause a notice to be filed as set forth in this Section 5 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. Whenever the Parking Authority obtains knowled ge of the occurrence of any of these Specified Events, the Parking Authority 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 Parking Authority will cause a notice to be filed as set forth in Section 5(c). (e) If in response to a request under Section 5(b), the Parking Authority determines that the Specified Event would not be material under applicable federal securities laws, the Parking Authority shall so notify the Trustee in writing and instruct the Dissemination Agent not to report the occurrence. (f) If the Dissemination Agent has been instructed by the Parking Authority to report the occurrence of a Specified Event , the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Specified Events described in Section 5(a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Trust Agreement. (g) For purposes of this Disclosure Agreement, any event descri bed in Section 5(a)(xii) above is considered to occur when any of the following occur: the app ointment of a receiver, fiscal agent, or similar officer for the Parking Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a cour t or governmental authority has assumed jurisdiction over substantially all of the assets or business o f the Parking Authority, 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 o f a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Parking Authority. (h) The Dissemination Agent may conclusively rely on an opinion of counsel that the Parking Authority’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.
SECTION 6. Identifying Information for Filings with EMMA. Al l documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The obligations of the Parking Authority under this Disclosure Certificate sh all terminate upon the legal defe asance, prior redemption or payment in full
ATTACHMENT B
6 of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Parking Authority shall give notice of such termination in the same manner as for a Specified Event under Section 5(c).
SECTION 8. Dissemination Agent. The Parking Authority may, f rom time to time, appoint or engage a Dissemination Agent to assist it in carrying out its o bligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at any time upon delivery of written notice thereof to the Parking Authority at least 30 days prior to the effective date of such resignation. If at any time there is not any other designated Dissemination Agent, the Parking Authority shall be the Dissemination Agent. The Dissemination Agent, if other than the Parking Authority, shall not be responsible i n any manner for the content of any notice or report prepared by the Parking Authority pursuant to this Disclosure Certificate.
The initial Dissemination Agent shall be Willdan Financial Ser vices.
SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Parking Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied with respect to such amendment or waiver:
(a) If the amendment or waiver relates to the provisions of Se ction 3(a), Section 4, or Section 5(a), it may only be made in connection with a change i n circumstances that arises from a change in legal requirements, change in law or a change in the nature, identity or status of an obligated person with respect to the Bonds or the type of business conducted by such person;
(b) The undertaking in this Disclosure Certificate, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either: (i) is approved by the Hol ders of the Bonds in the same manner as provided in the Indenture for amendments to such 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 Bonds.
(d) Any amendment that modifies or increases the duties or obl igations of the Dissemination Agent shall be agreed to in writing by the Dissemination Agent.
(e) In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Parking Authority shall describe such amendment in the next Ann ual Report, and shall include, as applicable, a narrative explanation of the reason for the amend ment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the p resentation) of financial information or operating data being presented by the Parking Authority. In ad dition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Specified Event, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of th e new accounting principles and those prepared on the basis of the former accounting principles.
(f) Notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for the occurrence of a Specified Event under Section 5(c).
ATTACHMENT B
7 SECTION 10. Additional Information. Nothing in this Disclosu re Certificate shall be deemed to prevent the Parking Authority 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 Specified Event, in addition to that which is required by this Disclosure Certificate. If the Parking Authority chooses to include any information in any Annual Report or notice of occurrence of a Specified Event in addition to that which is specifically required by this Disclosure Certificate, the Parking Authority shall hav e no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Specified Event.
SECTION 11. Default. This Disclosure Certificate shall be so lely for the benefit of the holders and beneficial owners from time to time of the Bonds. In the event of a failure of the Parking Authority to comply with any provision of this Disclosure Certificate, the T rustee may (and, at the request of the Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds and upon receipt of indemnity satisfactory to the Trustee, shall), or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by order of a court of competent jurisdiction in the County of San Joaquin, California, to cause the Parking Authority to comply with its obligations under this Disclosure Certificate, provided that any holder or beneficial owner seeki ng to require the Parking Autho rity to comply with this Disclosure Certificate shall first provide at least thirty (30) days prior written notice to the Parking Authority of the failure of the Parking Authority, giving reasonable detail of such failure. Failure by the Parking Authority to comply with any provision of this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Parking Authority to comply with the terms of this Disclosure Certificate shall be an action to compel performance.
No person or entity shall be entitled to recover monetary damages under this Disclosure Certificate.
SECTION 12. Duties, Immunities and Liabilities of Disseminati on Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Parking Authority agrees to indemnify an d 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 negligence or willful misconduct of the Dissemination Agent. The Dissemination Agent shall be paid compensation by the Parking Authority for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances mad e or incurred by the Dissemination Agent in the performance of its duties hereunder. The obligations of the Parking Authority under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
ATTACHMENT B
8 SECTION 13. Notices. Any notice or other communication to be given by the Parking Authority or the Dissemination Agent under this Disclosure Certificate may be given by delivering the same by first class mail, postage prepaid, messenger, or overnight delivery to the addresses set forth below (until another address is filed by the Parking Authority or the Dissemination Agent with the Trustee):
To the Parking Authority: City of Stockton Parking Authority c/o City of Stockton
425 North El Dorado Street
Stockton, California 95202
Attention: Chief Financial Officer
If to the Trustee: Wells Fargo Bank, N.A.
Corporate Trust Services
333 Market Street, 18th Floor
San Francisco, California 94105
If to the Dissemination Agent: Willdan Financial Services 27368 Via Industria, Suite 200
Temecula, California 92590
SECTION 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Parking Authority, the Dissemination Agent, the Participating U nderwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15 Record Keeping. The Parking Authority shall maintain records of Annual Reports and notices of Specified Events, including the content of such disclosure, the name of the entities with which such disclosure was filed and the date of filing of such disclosure.
SECTION 16. Governing Law. The laws of the State of California shall govern this Disclosure Certificate, the interpretation thereof and any right or liability arising hereunder. Any action or proceeding to enforce or interpret any provision of this Disclosure Certif icate shall be brought, commenced or prosecuted in any courts of the State located in the County of San Joaquin, California.
ATTACHMENT B
9 SECTION 17. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Dated: February __, 2020
CITY OF STOCKTON PARKING
AUTHORITY
B y :
C h i e f F i n a n c i a l O f f i c e r
The undersigned hereby agrees to act as
Dissemination Agent pursuant to the terms
and conditions of this Continuing Disclosure Certificate
WILLDAN FINANCIAL SERVICES
By:______________________________
Authorized Officer
ATTACHMENT B
Exhibit 6
A-1
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Stockton Public Financing Authority
Name of Bond Issue: Stockton Public Financing Authority Parking Revenue Bonds, Series 2020
Date of Issuance: February __, 2020
NOTICE IS HEREBY GIVEN that the City of Stockton Parking Author ity (the “Parking Authority”) has not provided an Annual Report with respect to the above-named B onds as required by Section 3 of the Continuing Disclosure Certificate dated February __, 2020 executed by the Parking Authority. The Parking Authority anticipates that the Annual Report will be filed by ____________________.
Dated: _______________
C I T Y O F S T O C K T O N P A R K I N G
A U T H O R I T Y
B y :
[ C h i e f F i n a n c i a l O f f i c e r ]
cc: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
SF\322161084.1
ATTACHMENT B
EXHIBIT 7
ASSIGNMENT AGREEMENT
Dated as of , 20__
by and between the
CITY OF STOCKTON
and
PARKING AUTHORITY OF THE CITY OF STOCKTON
Relating to
Special Tax Revenues of
the Community Facilities District No. 2001-1
(Downtown Parking)
ATTACHMENT B
TABLE OF CONTENTS
Page
98892695.4 i
ARTICLE I
DEFINITIONS
Section 1.01. Definitions........................................................................................................ 1 Section 1.02. Construction..................................................................................................... 2
ARTICLE II
ASSIGNMENT OF CFD REVENUES
Section 2.01. Assignment and Transfer of CFD Revenues ................................................... 2
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY
Section 3.01. Representations, Warranties and Covenants of the City.................................. 3
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND FINDINGS OF THE AUTHORITY Section 4.01. Binding Obligations......................................................................................... 4 Section 4.02. Litigation.......................................................................................................... 4
ARTICLE V
MISCELLANEOUS
Section 5.01. Term of this Agreement................................................................................... 5 Section 5.02. Notices ............................................................................................................. 5 Section 5.03. Governing Law ................................................................................................ 5 Section 5.04. Amendments, Etc............................................................................................. 5 Section 5.05. Beneficiaries .................................................................................................... 5 Section 5.06. Complete and Controlling Agreement. This Agreement completely set forth the agreements between the parties hereto and fully supersede all prior agreements, both written and oral, between the parties hereto, relating to the matters set forth in this Agreement........................................... 6 Section 5.07. Severability ...................................................................................................... 6 Section 5.08. Counterparts..................................................................................................... 6
ATTACHMENT B
98892695.4 1
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT, dated as of ____, 20__ (this “Agreement”), is made
by and between the CITY OF STOCKTON, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter (the “City”), and the PARKING AUTHORITY OF THE CITY OF STOCKTON, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California (the “Parking Authority”).
RECITALS:
WHEREAS, the City Council of City previously passed Resolution No. 2013-12-17-1209 on December 17, 2013 (the “Parking Authority Resolution”) authorizing the activation of the Parking Authority, and authorizing it to operate within boundaries described in the Parking Authority Resolution;
WHEREAS, the City has previously transferred to the Parking Authority all of its rights, title and interest in the City’s parking facilities (the “Parking Facilities”) pursuant to the terms of a Forbearance Agreement, dated as of February 25, 2015, by and among the City, Wells Fargo Bank National Association, the Parking Authority, the Stockton Public Financing Authority and National Public Finance Guarantee Corporation;
WHEREAS, the City has previously formed Communities Facilities District No. 2001-1 (Downtown Parking) (the “CFD”) for the purpose of providing certain facilities and services within the CFD and levying a special tax within the CFD, as provided in a rate and method of apportionment, as amended, relating to the CFD, to pay the costs of such facilities and services, including the operation and maintenance costs of the Parking Facilities; WHEREAS, in light of the fact that the Parking Authority is responsible for the operation and maintenance of the Parking Facilities, the City now desires to assign the revenues of the special tax levied in the CFD to the Parking Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms have the meanings indicated below or in the referenced Section of this Agreement, unless the context shall clearly indicate otherwise:
“City” means the City of Stockton, California, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter.
ATTACHMENT B
98892695.4 2
“CFD” shall have the meaning ascribed to such term in the recitals of this Agreement. “CFD Revenues” shall mean revenues generated by the levy of the Special Tax within the CFD pursuant to the terms of the Rate and Method.
“Installment Purchase Agreement” means that certain Installment Purchase Agreement, dated as of February 1, 2020, by and between the Parking Authority and the Stockton Public Financing Authority.
“Parking Authority” means the Parking Authority of the City of Stockton, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California.
“Parking Facilities” shall have the meaning ascribed to such term in the recitals of this Agreement.
“Rate and Method” means the Second Amended Rate and Method of Apportionment of Special Tax, approved by the voters of a special election held within the CFD on December 13, 2005, as such Second Amended Rate and Method of Apportionment of Special Tax may be amended from time to time in accordance with the laws of the State of California. “Special Tax” means the special tax levied in the CFD in accordance with the Rate and Method.
Section 1.02. Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular includes the plural, the part includes the whole and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” has the meaning “including, but not limited to.” The section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified.
ARTICLE II
ASSIGNMENT OF CFD REVENUES
Section 2.01. Assignment and Transfer of CFD Revenues.
(a) In consideration of the Parking Authority’s agreement to continue to operate and maintain the Parking Facilities and the costs incurred by the Parking Authority in connection with the operation and maintenance of the Parking Facilities, the City does hereby assign all of the City’s rights, title and interest in, and to, the CFD Revenues, and the Parking Authority does hereby acquire, accept and receive, all of the City’s rights, title and interest in, and to, the CFD Revenues received by the City.
ATTACHMENT B
98892695.4 3
(b) The City hereby agrees to transfer all CFD Revenues as soon as practicable upon receipt of thereof to the Parking Authority. (c) The Parking Authority hereby agrees to apply the CFD Revenues in a manner consistent with the uses prescribed in the Rate and Method.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY
Section 3.01.
Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Parking Authority that, as of the date of execution of this Agreement that:
(a) The CFD is a community facilities district duly organized and validly existing under the laws of the State.
(b) The officers of the City executing this Agreement are duly and properly in office and fully authorized to execute the same.
(c) The resolutions and ordinance relating to the formation of the CFD and the levy of the Special Tax are in full force and effect and have not been amended, modified, rescinded or challenged by referendum.
(d) The City has recorded the notice of special tax lien on the real property records of the City which established a continuing lien on the land within the CFD securing the payment of the Special Tax.
(e) This Agreement will constitute the legal, valid and binding agreement of the City enforceable against the City by the Parking Authority in accordance with its terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.
(f) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement.
ATTACHMENT B
98892695.4 4
(g) No consent or approval of any trustee or holder of any indebtedness of the City or any guarantor of indebtedness of or other provider of credit or liquidity of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of this Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect.
(h) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the CFD or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Agreement, and the City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement.
(i) During the term of this Agreement, the City shall not amend the Rate and Method, or take any actions that would alter the geographic boundaries of the CFD or modify the Special Tax without the prior written consent of the Parking Authority. (j) During the term of this Agreement, the City shall take all necessary actions to ensure that the Special Tax is levied and collected within the CFD pursuant to the terms of the Rate and Method.
(k) During the term of this Agreement, the City shall not enter into any contract or agreement, or cause the issuance or incurrence of indebtedness, that is payable from the Special Taxes without the prior written consent of the Parking Authority.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND FINDINGS
OF THE AUTHORITY
Section 4.01. Binding Obligations. This Agreement is a legal, valid and binding obligation of the Parking Authority, enforceable against the Parking Authority in accordance with its terms, subject to any applicable bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws, judicial discretion and principles of equity relating to or affecting creditors’ rights or contractual obligations generally or limitations on remedies against public entities in the State.
Section 4.02. Litigation. There is no action or investigation pending or threatened against the Parking Authority before any court or administrative agency which questions the validity of any act or the validity of any proceeding taken by the Parking Authority in connection with the
ATTACHMENT B
98892695.4 5
execution and delivery of this Parking Agreement, or wherein an unfavorable decision, ruling or finding would in any way adversely affect the validity or enforceability of this Parking Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.01. Term of this Agreement. This Agreement shall terminate upon the earlier of (i) the date on which the Parking Authority is no longer required to apply the CFD Revenues to the payment of Operation and Maintenance Costs (as such term is defined in the Installment Purchase Agreement) pursuant to Section 5.17 of the Installment Purchase Agreement or (ii) the date on which the obligations of the Parking Authority under the Installment Purchase Agreement have been discharged.
Section 5.02. Notices. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the parties hereto shall be deemed to have been sufficiently given or filed, for all purposes, when delivered by hand or when sent by registered mail, return receipt requested, postage prepaid; or, if given by facsimile transmission, when receipt is acknowledged by the individual or an authorized representative of the party. It shall be sufficient service of any notice, request, complaint, demand or other paper on the on a party hereto if the same shall have been actually received. Notices hereunder sent by mail shall be sent by first class mail or overnight mail, postage prepaid, addressed as follows:
To the Parking Authority: Parking Authority of the City of Stockton c/of City of Stockton
425 N. Eldorado Street
Stockton, California 95202
Attention: Executive Director
To the City: City of Stockton
425 N. Eldorado Street
Stockton, California 95202
Attention: City Manager
Section 5.03. Governing Law. This Agreement is a contract made under the laws of the State and shall be governed by and construed in accordance with the Constitution and laws applicable to contracts made and performed in the State.
Section 5.04. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the parties hereto shall in any event be effective unless the same shall be in writing and signed by such parties, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Section 5.05. Beneficiaries. This Agreement is not intended and shall not be construed to confer upon any person other than the parties hereto, and their successors and permitted assigns, any rights or remedies hereunder.
ATTACHMENT B
98892695.4 6
Section 5.06. Complete and Controlling Agreement. This Agreement completely set forth the agreements between the parties hereto and fully supersede all prior agreements, both written and oral, between the parties hereto, relating to the matters set forth in this Agreement.
Section 5.07. Severability. If any provision of this Agreement shall be held or deemed to be or shall in fact be illegal, inoperative or unenforceable, the same shall not affect any other provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.
Section 5.08. Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.
ATTACHMENT B
98892695.4
[Signature page to Assignment Agreement]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Agreement, effective as of the day and year first above written.
CITY OF STOCKTON
By:
Name:
Title:
[Signatures continued on following page]
ATTACHMENT B
98892695.4
[Signature page to Assignment Agreement]
PARKING AUTHORITY OF THE CITY OF
STOCKTON
By:
Name:
Title:
ATTACHMENT B