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HomeMy WebLinkAboutReso. 1979-147 Approving Official Statement and Calling for Bids for Bond Purchase - Chestnut Street Assessment District No. 1979-1 • • RESOLUTION NO. 7 9'-/ 7 RESOLUTION APPROVING OFFICIAL STATEMENT AND CALLING FOR BIDS FOR BOND PURCHASE CHESTNUT STREET ASSESSMENT DISTRICT NO. 1979-1 The City Council of the City of Redding resolves : 1. A list of unpaid special assessments in Chestnut Street Assessment District No. 1979-1 has been confirmed by this Council. Unpaid assessments are to be represented by bonds issued under the Improvement Bond Act of 1915. 2. An official statement containing material information concerning the proposed bond issue, the proposed improvement, the assessment district and financial information about the City has been prepared for the City. The Council approves the official statement. 3. The Notice and Official Statement are attached to this resolution and made a part of it. I HEREBY CERTIFY that the foregoing resolution was duly and regularly adopted by the City Council of the City of Redding, Shasta County, California, at a regular meeting thereof, held on the 20th day of August, 1979, by the following vote, to wit: AYES : Councilmembers Gard, Kirkpatrick, Pugh, and Demsher NOES: Councilmembers None ABSENT: Councilmembers Fulton MILDRED L. BRAYTON, City Clerk, City of Redding, Shasta County, California e� ZJ/ p L"6-c By: C /e.c. a. xlcc Ethel A. Richter, Deputy, V O JG 1 NOTICE INVITING BIDS FOR BOND PURCHASE CHESTNUT STREET ASSESSMENT DISTRICT NO. 1979-1 CITY OF REDDING, SHASTA COUNTY, CALIFORNIA Notice is hereby given that the City Clerk of the City of Redding, Shasta County, ,California, will receive sealed bids for the pur- chase of bonds to be 'issued by the City of Redding for Chestnut Street Assessment District No. 1979-1. Bids must be submitted not later than 2 : 00 p.m. , Tuesday, September 4, .1979 , in the office of the City Clerk, City of Redding, 760 Parkview Avenue, Redding, California. The bids will be referred to the City Council for consideration at its meeting on the same day. An Official Statement, containing material information about the bond issue , the project and the financial condition of the issuer, has been prepared at the direction of the issuer and has been approved by the City Council. The Official Statement is a part of this Notice Inviting Bids as much as if set forth herein. Upon request the issuer will furnish to the purchaser twenty (20) copies of the Notice Inviting Bids and the Official Statement without charge. Additional copies may be obtained at the expense of the purchaser. The issuer will furnish to the purchaser a certificate, dated as of bond delivery and delivered with the bonds, that the Notice and the Official Statement (together with later revisions of them, if any) neither contain any untrue statement of a material fact nor omit to state any material fact required to prevent these documents or any portion of them from being misleading. THE BONDS 1. PURPOSE OF ISSUE. The bonds are being issued for the purpose of financing the construction of street improvements to specified portions of Chestnut Street, including appurtenant drainage faci- lities and minor water distribution facilities adjustments. 2. AUTHORITY FOR ISSUANCE. These bonds are authorized to be issued under the provisions of the Improvement Bond Act of 1915 of the State of California, after special assessment proceedings taken by the City Council under the provisions of the Municipal Improvement Act of 1913 of the State of California. The pro- ceedings were initiated by Resolution of Intention No. 79-11, adopted by the City Council on January 15 , 1979. 3. AMOUNT OF ISSUE. The total amount of bonds to be issued for this improvement district is $26, 798. 64. 4. DATE OF BONDS. The bonds will be dated September 21, 1979 . 5. DENOMINATIONS AND MATURITY SCHEDULE. The bonds will be of the denomination of $1 , 000, and will mature over a period of fifteen years ; except that Bond No. 1 will be only $798. 64. For the purpose of com- puting the best bid, the maturity schedule will be as follows : YEAR OF BOND MATURITY NUMBERS DENOMINATION YEARLY AMOUNT 1981 1 $ 798. 64 $ 798. 64 1982 2 1, 000. 00 1, 000. 00 1983 3 1, 000. 00 1 , 000. 00 1984 4- 5 1, 000. 00 2 , 000. 00 1985 6- 7 1, 000. 00 2 , 000. 00 1986 8- 9 1, 000. 00 2, 000. 00 1987 10-11 1, 000. 00 2 , 000. 00 1988 12-13 1, 000. 00 2 , 000. 00 1989 14-15 1, 000. 00 2 , 000. 00 1990 16-17 1, 000. 00 2 , 000. 00 1991 18-19 1, 000. 00 2, 000. 00 1992 20-21 1, 000. 00 2, 000. 00 1993 22-23 1, 000. 00 2, 000. 00 1994 24-25 1, 000. 00 2, 000. 00 1995 26-27 1, 000 . 00 2, 000. 00 TOTAL: $26 , 798. 64 -2- • • 6. INTEREST. Each bond will bear interest from its date at a rate not to exceed eight percent (8%) per annum. Each bond shall have coupons attached representing semiannual interest. The first coupon on each bond will represent interest from the date of the bond until January 2, 1981, and each subsequent coupon will represent interest to the next July 2 or January 2 , as the case may be, until the maturity date of the bond. 7. PAYMENT. Both principal and interest on this issue are pay- able at the Bank of America, National Trust and Savings Associa- tion, paying agent of the City of Redding, at San Francisco, California. 8. BEARER BONDS. The bonds will be issued as negotiable instru- ments payable to bearer. Unless thereafter registered, title to each bond may be passed by physical delivery. 9. ADVANCE OF MATURITY. The issuer at its option may advance the maturity of any bond to the next interest payment date following the publication of a sixty-day notice of call. Upon call, the bondholder shall receive interest to the date of call, the principal of the bond and a redemption premium in the amount of five percent of the principal. 10. LIMITED OBLIGATION. Bonds issued under the provisions of the Improvement Bond Act of 1915 of the State of California are limited obligation bonds. These bonds are not a general obligation of the issuer, and the full faith and credit of the issuer is not pledged to the payment of either principal or interest of the bonds. The obligation of the issuer 'is strictly limited by the specific provisions of the Improvement Bond Act of 1915. Furthermore, performance by the City of the limited obligation prescribed by said 1915 Act provisions has been affected by the adoption on June 6 , 1978 , of Proposition 13 (the Jarvis-Gann Initiative) , which added Article XIIIA to the California Constitution, and by subsequent enactments of the California State Legislature to implement Article XIIIA. -3- 11. SECURITY. The security for these bonds is the unpaid assess- ments levied against the several parcels of property in Chestnut Street Assessment District No. 1979-1 , together with the interest thereon. Installments of the principal and interest of the unpaid assessments are collected annually, as a separately stated item on the tax roll on which general taxes for real property are collected. These installments are deposited in a bond redemption fund, which constitutes a trust fund for payment of bond princi- pal and interest. Each unpaid special assessment constitutes a lien on the specific parcel of property against which the assessment was levied. The lien is subordinate to all unpaid fixed special assessments previ- ously levied, has priority over any fixed special assessments which may subsequently be levied, and has parity with the lien for property taxes. There are no unpaid fixed special assessments previously levied against any land in Chestnut Street Assessment District No. 1979-1. The annual installments are payable and become delinquent at the same time and in the same proportionate amounts , bear the same proportionate penalties and interest, and are subject to the same provisions for sale and redemption as general taxes. 12. ADDITIONAL SECURITY. If any property owner fails to pay the annual installment of a special assessment when due , the property is sold in the same manner as for delinquency on the payment of property . taxes. Under the provisions of the 1915 Act, the City is obligated to purchase the property at the tax sale and, as an incident to such purchase, to transfer into the bond redemption fund the amount of the delinquent installments. The City' s obligation to make the transfer continues for each year until either the delinquencies are redeemed or the property is sold for cash to a third party. For the purpose of making the required transfers , the City is autho- rized to advance moneys from other funds in which such moneys are not immediately needed. -4- • • The 1915 Act provides that in the event insufficient moneys are available to make the required transfers , the City is obligated to include in its next annual property tax levy an amount sufficient to make the transfers, but not to exceed 10C per $100 assessed valuation in any year. However, in the opinion of Counsel, the legal authority for such special tax levy has been abrogated by the adoption of Article XIIIA of the California Constitution and the subsequent enactments of California State Legislature to implement Article XIIIA, with the result that, under present California law, the City has no legal authority to levy such a special ad valorem property tax. The lapse of time until either redemption of delinquent install- ments or receipt of proceeds from a cash sale of the subject property may result in temporary non-payment of bonds and interest coupons. 13. LEGAL OPINION. The legal opinion of Sturgis, Ness, Brunsell & Sperry a professional corporation, Suite 1150, Watergate Tower, 1900 Powell Street, Emeryville, California 94608, approving the validity of the bond issue will be furnished without charge to the successful bidder. This law firm has been retained by the issuer as bond counsel on a contingent fee payable solely from the proceeds of the bond issue. 14 . TAX EXEMPTION. In the opinion of bond counsel , interest on the bonds is exempt from all federal income taxes and from State of California personal income taxes under existing statutes , regulations, rulings and court decisions. If the income received by private holders from bonds of the same type and characters shall have been declared taxable under any federal income tax authority or official (which ruling is followed by the Internal Revenue Service) or by decision of any federal court, the purchaser of the bonds shall have the option, before tender of the bonds , to cancel the purchase. -5- 15. NO LITIGATION. There is no pending litigation contesting the validity of the bonds or the authority of the issuer or its offi- cers to conduct the special assessment proceedings precedent to the issuance of the bonds. A signature and no-litigation certificate will be furnished to the successful bidder at the time of bond delivery. 16. ARBITRAGE. The issuer will furnish to the purchaser, at the time of bond delivery, a certificate that the bonds are not arbi- trage bonds within the meaning of Section 103 (c) of the Internal Revenue Code. 17 . REGISTRATION. Any bond may be registered as to-both principal and interest. Any registered bond may be transferred, deregistered or reregistered at the expense of the bondholder. 18. RATING. The issuer has not sought to obtain a rating for this issue from any bond rating agency. THE BIDDING 19 . PRICE. Bidders must specify the price at which they propose to purchase the issue. Bidders are requested to specify the price as a percentage of the par value of the issue, but bids specifying a dollar price will be accepted. 20. MINIMUM PRICE. Bids must be for not less than ninety-seven percent (97%) of the par value of the issue . Any bid for less than ninety-seven percent of the par value will be rejected. 21. SPECIFICATION OF RATES. Bidders must specify the interest rate which bonds of each maturity date shall bear. All bonds maturing on the same date must bear the same rate of interest, but different rates of interest may be bid for bonds maturing on different dates. The difference between the highest and lowest rates bid may not exceed two percent (2%) . The interest payable on any bond on any interest payment date may be represented by only one coupon. Each interest rate must be specified as a multiple of 1/40 of one percent ( . 025%) per annum. -6- 22. BID CALCULATION. Each bid will be calculated on the basis of its net interest cost. Net interest cost is the amount deter- mined by adding the amount of bond discount to, or subtracting the amount of bond premium from, the total coupon interest pay- able on all bonds over the life of the issue, without adjustment for the factor of time of payment or accrual . In calculating interest, the calendar year will be treated as having 360 days and each calendar month, 30 days. Bidders are requested, but not required, to state in their bids the net interest cost or net interest rate, or both. This statement will be treated as informational only and will not affect the calculation of bids or award of the bonds. Award of the bonds , if made, will be made to the bidder offer- ing to purchase the bonds at the lowest net interest cost to the issuer. 23. FORM OF BID. All bids must be unconditional and for not less than all of the bonds in this issue. Each bidder must agree to pay accrued interest from the date of the bonds to the date of delivery. Bids must be enclosed in a sealed envelope, addressed to the City Clerk of the City of Redding, and marked "Bid for Bonds, Chestnut Street Assessment District No. 1979-1. " 24. BID CHECK. No bid check or other bid security is required for this issue . 25. RIGHT OF REJECTION. The City Council of the City of Redding reserves the right at its discretion to reject any and all bids and to waive any irregularity or informality in any bid. 26. PROMPT AWARD. The City Council of the City of Redding will award the bonds or reject all bids not later than forty- eight (48) hours after bids are opened. 27. BOND PRINTING. The issuer will pay the cost of printing the bonds. -7- 11. 28. DELIVERY. Bonds shall be delivered on their date or as soon thereafter as they are ready for delivery. The purchaser shall have the right to cancel the purchase if the bonds are not tendered within sixty (60) days after the bid date. The bonds will be delivered at the office of the City Treasurer, City Hall, 760 Parkview Avenue, Redding, California 96001, or at any other place mutually agreed on between the City Treasurer and the purchaser. Payment for the bonds must be made in funds immediately available to the issuer. Any expense in connection with providing immediately available funds , whether by transfer of Federal Reserve Bank funds or otherwise , shall be paid by the purchaser. DATED: August 20, 1979. MILDRED L. BRAYTON, City Clerk, City of Redding, Shasta County, California -8- OFFICIAL STATEMENT 1915 ACT IMPROVEMENT BONDS CITY OF REDDING CHESTNUT STREET ASSESSMENT DISTRICT NO. 1979-1 The City of Redding, California, is issuing local improvement bonds under the provisions of the Improvement Bond Act of 1915 of the State of California in the amount of $26, 798. 00. These bonds , designated Series 1979-1, will finance the construction of street improvements to specified portions of Chestnut Street, including appurtenant drainage faclities and minor water distribution facilities adjustments, as well as related in- cidental costs and expenses of the proceedings. The bonds represent special assessments levied by the City Council accord- ing to special benefits to land within Chestnut Street Assess- ment District No. 1979-1, which was created for the project under the Municipal Improvement Act of 1913. This official statement presents material information concern- ing the bonds, the project and the assessment district . The official statement is deemed to include the Notice Inviting Bids for Bond Purchase as fully as if the Notice was set forth herein. THE BONDS 1. LIMITED OBLIGATION. Bonds issued under the Improvement Bond Act of 1915 are limited obligation bonds . Please note that the bonds are not a general obligation of the State of California, the City of Redding, or any other local entity, and the full faith and credit of the issuer is not pledged to the payment of bonds. Installments of the principal and interest on special assessments within Chestnut Street Assessment Dis- trict No. 1979-1, collected as described in paragraph 5 below, are deposited in the bond redemption fund maintained by the issuer as a trust fund for the Series 1979-1 bondholders. These bonds and the interest on them are payable solely from this special fund. The phrase "bond redemption fund, " as used in this official statement is a reference to this special fund. 2. DATE, DENOMINATIONS AND MATURITIES. The bonds will be dated September 21, .1979 , and will be issued in denominations of $1000 The bond numbers and amounts maturing in each year are stated in the Notice Inviting Bids for Bond Purchase. A portion of the bond issue matures on July 2 of each year in a 15-year period commencing on July 2, 1981. The bonds bear semiannual interest represented by coupons attached to each bond. Interest Coupon No. 1 represents interest from the date of the bond, September 21, 1979 , to January 2, 1981, and thereafter interest is payable on July 2 and January 2 until the maturity date of each bond. 3. ADVANCEMENT OF MATURITY. All bonds are callable before their normal maturity, on any interest payment date , after a 60-day published notice of call. Upon call, the bondholder is entitled to accrued interest to the date of call and one hundred five percent (105%) of the bond principal. 4. REGISTRATION. All bonds are registrable as to both principal and interest and 'may thereafter be transferred, deregistered and reregistered at the expense of the bondholder. 5. COLLECTION ON THE PROPERTY TAX BILL. The installments of unpaid special assessments represented by these bonds, together with interest thereon, are collected as a separately stated item on the property tax bill for each specially assessed parcel within Chestnut Street Assessment District No. 1979-1. Installments of these special assessments are collected at the same time and in the same manner as general property taxes against the specially assessed parcels. They carry the same penalty for non-payment and their payment is enforced in the same manner as for general taxes . Upon receipt by the Shasta County Tax Collector, they are transferred to the City of Redding for deposit into the bond redemption fund. -2- 6. ISSUER' S TAX SALE REMEDY . One-half of each annual install- ment is delinquent if not paid on or before December 10 of each fiscal year; the second installment is delinquent after April 10. Delinquent installments bear an immediate penalty of six percent (6%) and, if not sooner paid, begin to accrue a penalty of one percent (1%) per month on July 1 following the fiscal year of delinquency. After a five-year redemption period, the delinquent property may be sold by the tax col- lector and a pro rata share of the proceeds deposited in the bond redemption fund and the general funds of the taxing and assessing agencies . 7. ISSUER' S JUDICIAL FORECLOSURE REMEDY. As a cumulative remedy, the issuer may begin a judicial foreclosure immedi- ately after delinquency in any installment of a special assessment. A judicial foreclosure is instituted in the Shasta County Superior Court and is conducted in the same manner as a judicial foreclosure on property delinquent in payments under a mortgage or deed of trust. After the issuer establishes the right to foreclose to the court' s satisfaction, the court appoints a commissioner to conduct an auction sale of the property. Following the sale, the issuer receives the amount due on account of delinquencies, plus attorneys ' fees and court costs, and the balance, if any, is held in trust by the court for the credit of the property owner. Like the tax sale, judicial fore- closure affects only delinquent assessment installments. The purchaser either at the tax sale or at a judicial foreclosure takes the property subject to future assessment installments. 8. COVENANT TO FORECLOSE. The City Council of the City of Redding has , by resolution adoated August 20, 1979 , authorized a covenant for the benefit of Series 1979-1 bondholders, pursuant to Section 8830 of the California Streets and Highways Code, to commence and diligently prosecute to completion appropriate fore- closure proceedings regarding delinquent installments of any assessments which secure the bonds that are to be issued. The -3- resolution authorizingthe covenant of foreclos. specifies that such foreclosure proceedings shall be filed not later than the September 1 following the date of delinquency. This covenant constitutes an assurance to bondholders that the City will act quickly to minimize the periods of delinquency. In some circumstances , particularly those involving the bankruptcy of a delinquent property owner, the tax sale or judicial fore- closure may be delayed. Such delays, if extended, could result in delays in payment of principal or interest to bondholders. 9. ISSUER' S OBLIGATION RE REDEMPTION FUND DEFICIENCIES. The amount of the annual installments of the several unpaid assessments, to- gether with the interest thereon, is equal to the principal amount of bonds maturing the next succeeding July 2, together with the interest payable during that year on all outstanding bonds. Accordingly, delinquency in the payment of annual installments by any of the property owners will result in a temporary deficiency in the bond redemption fund. In anticipation of this occurrence , the Improvement Bond Act of 1915 obligates the issuer, at the end of the fiscal year of such delinquency, to advance to the bond redemp- tion fund the amount of the delinquencies. These advances are then recovered by the issuer when the delinquent property owners redeem their delinquencies or when the issuer pursues its tax sale remedy or judicial forelcosure remedy, as described in paragraphs 6 and 7 above, to the point of cash sale proceeds. The issuer' s obligation to make advances to the bond redemption fund is limited, however, to available funds not immediately needed. The relatively small amount of annual debt . service for this bond issue (see paragraph 12 below) suggests that the City of Redding is not likely to experience difficulty meeting .any ' redemption fund deficiencies for this issue. 10. REPEAL OF TEN CENT LEVY. Section 8809 of said 1915 Act presently provides that, where sufficient funds are not available to the City of Redding from which to make the required transfers, the City Council -4- must levy a special tax city-wide at a rate of up to ten cents ($0. 10) per one hundred dollars ($100) of assessed valuation in order to obtain funds for the transfer. However, under the provisions of Section 2237 of the Revenue and Taxation Code (enacted by Section 27, Chapter 332 , Statues of 1978 , effective June 30, 1978) , the authority of local agencies in California (including the City of Redding) to levy any ad valorem property tax has been abrogated (with certain exceptions not applicable to this bond issue) . Accordingly, in the opinion of counsel, Section 8809 has been repealed by implication, and no investor in the subject bohds should rely on either the authority or the duty of the issuer to levy an ad valorem tax to provide "available funds. " 11. RESERVE FUND. In view of the relatively small amount of annual debt service (see paragraph 12 below) for this bond issue , the City has not provided in these assessment proceeding: for establishment of a bond reserve fund for this issue. 12. DEBT SERVICE SCHEDULE . The following table shows a debt service shedule based on an interest rate of seven and three quarters percent (7-3/4%) per annum. DEBT SERVICE SCHEDULE DATE OF BONDS: September 21 , 1979 YEAR RATE PRINCIPAL INTEREST TOTAL 1980-81 7. 75% $ 798. 64 $3 , 698. 04 $4 , 496. 68 1981-82 7. 75 1, 000. 00 2, 015. 00 3 , 015. 00 1982-83 7. 75 1, 000. 00 1, 937. 50 2 , 937. 50 1983-84 7. 75 2, 000. 00 - 1, 860. 00 3 , 860. 00 1984-85 7. 75 2, 000. 00 1, 705. 00 3 , 705. 00 1985-86 7. 75 2, 000. 00 1, 550. 00 3 , 550. 00 1986-87 7. 75 2 , 000. 00 1 , 395. 00 3, 395. 00 1987-88 7. 75 2, 000. 00 1, 240. 00 3 , 240. 00 1988-89 7. 75 2, 000. 00 1 , 085. 00 3 , 085. 00 1989-90 7. 75 2, 000. 00 930. 00 2 , 930. 00 1990-91 7. 75 2, 000. 00 775. 00 2 , 775. 00 1991-92 7. 75 2, 000. 00 620. 00 2, 620. 00 1992-93 7. 75 2 , 000. 00 465. 00 2, 465. 00 1993-94 7. 75 2 , 000. 00 310. 00 2 , 310. 00 1994-95 7. 75 2 , 000. 00 155. 00 2 , 155 . 00 $26, 798. 64 $19 , 740. 54 $46 , 539. 18 -5- 13. VALIDATION PROCEEDINGS. In conformity with present policy of the City of Redding for special assessment proceedings of this nature, a validation proceeding has been conducted in the Superior Court of the State of California, in and for the County of Shasta, as Civil Action No. 63939, under the legal authority of California Code of Civil Procedure , Sections 860 and following. The specific purpose of the validation proceeding was to obtain a judicial determination and declaration of the validity of the special assessments (and the lien securing payment thereon) as against any grounds of attack possibly arising out of the recently adopted Article XIIIA. Prior to delivery of the bonds , the Superior Court will render and enter its validation judgment. In the opinion of bond counsel, the validation proceeding and the judgment to be rendered and entered therein are sufficient to preclude any person from successfully challenging the validity of the subject special assessments. THE PROJECT 14. IMPROVEMENTS AUTHORIZED. The improvements authorized within Chestnut Street Assessment District No. 1979-1 are generally. describec as follows: Streets improvements to specified portions of Chestnut Street including appurtenant drainage facilities and minor water distribution facilities adjustments. 15. ESTIMATED PROJECT COSTS. The following cost schedule was approved by the City Council as part of the Engineer' s Report for the project. 1. Estimated Construction Costs $29 , 542. 50 2. Estimated Contingences 2 , 500. 00 3. Estimated Incidental Expenses 4 , 303. 96 SUB TOTAL $36 , 346. 46 4. Less City Contribution 9 , 547. 82 TOTAL ASSESSMENT $26 , 798. 64 -6- THE ASSESSMENT DISTRICT 16. LOCATION OF DISTRICT. Chestnut Street Assessment District No. 1979-1 consists of twelve parcels of property located in a residential area at the southwesterly fringe of the City Center (see attached Exhibit A) . A diagram showing the parcels assessed is attached as Exhibit B . 17. PROPERTY VALUATIONS. A table of the proposed assessments and related 1979-80 assessed valuations is set forth below. The values listed are assessed values which are one-quarter of the fair market value. Assessment & Assessor' s Amount of Assessed Valuation (1979-80) Diagram No. Parcel No. Assessment Land Improvements 1 104-39-13 $ 5, 375 . 02 $1, 620 $ 13 , 260 2 104-39-17 2 , 761. 29 1 , 130 2, 940 3 104-39-37 3, 131. 19 260 --- 4 104-39-34 3 , 271. 22 1, 780 --- 5 104-39-35 1, 569. 45 460 --- 6 104-39-09 1, 342. 25 1, 860 9, 860 7 104-39-10 1, 569 . 59 970 4 , 160 8 104-39-11 1, 569 . 45 970 3, 750 9 104-39-43 990. 89 3, 750 17, 500 10 104-39-42 1, 218. 09 3, 250 --- 11 104-39-41 1, 508 . 33 3, 750 --- 12 105-66-03 2, 491. 87 2, 550 12, 490 -7- _ a '. `- as .I 6 \r '.. . .F v � _ \ . 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E111 -- ti` O � - Vex Cif Le -i P, , .\ L O i CHE TMUT ST. J • cv_--_++ri._..r. ... _...____._-. .. CH EST NIUT ST. . ASS ASSM 1.1 T DISTRICT OcToF3E.IZ 1978 SLE: I" = 1o0' CA EXHIBIT B