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HomeMy WebLinkAboutResolution - 2376 STATE OF CALIFORNIA ) RESOLUTION NO. 2376 COUNTY OF RIVERSIDE) ss CITY OF SAN JACINTO ) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO AUTHORIZING THE ISSUANCE OF BONDS OF COMMUNITY FACILITIES DISTRICT NO. 2OF THE CITY OF SAN JACINTO DESIGNATED AS COMMUNITY FACILITIES DISTRICT NO. 2 OF THE CITY OF SAN JACINTO SPECIAL TAX REFUNDING BONDS,2002 SERIES A, OF COMMUNITY FACILITIES DISTRICT NO. 2 OF THE CITY OF SAN JACINTO SPECIAL TAX REFUNDING BONDS, 2002 SUBORDINATE SERIES ' B, AND THE DEFEASANCE AND REFUNDING OF THE OUTSTANDING BONDS OF SAID DISTRICT, APPOINTING A 'FISCAL AGENT AND ESCROW AGENT, APPROVING A BOND PURCHASE ' CONTRACT AND AUTHORIZING NEGOTIATION OF TERMS OF THE SALE OF SAID BONDS, APPROVING A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING PREPARATION OF A FINAL OFFICIAL STATEMENT k WHEREAS, Community Facilities District No. 2 of the City of San Jacinto, County of Riverside, State of California (the"District")was established on January 3, 1989 by the City Council (the "City Council") of the City of San Jacinto (the "City"); and WHEREAS, on January 10, 1989, consolidated special elections were held within the District and there was submitted to the qualified voters of the District, among other propositions, the proposition of whether a bonded indebtedness in an aggregate principal amount not to exceed $26,000,000 should be incurred by and for the District for the purpose of providing certain public facilities for the benefit of the District, and more than two-thirds of the votes cast in said consolidated special elections were cast in favor of incurring such bonded indebtedness, and the District was therefore authorized to issue bonds in an aggregate principal amount not to exceed $26,000,000 for the purposes set forth in said proposition; and WHEREAS, on May 25, 1989, bonds of the District designated Community Facilities District No. 2 of the City of San Jacinto, California, Special Tax Bonds" (the "Outstanding 1989 Bonds")were issued in the aggregate principal amount of$26,000,000 and said bonds remain outstanding in the aggregate principal amount of$23,000,000; and WHEREAS, the payment of principal of and interest on the Outstanding 1989 Bonds is currently in default and the City Council has entered into that certain Memorandum of Understanding, dated September 18, 2001 between the City and Elliott RVPUBULA&637519 t Associates, L.P. (the "'Majority Bond Owner"), as amended by that Pledge Agreement, dated March 12, 2002, between the City and Majority;Bond Owner, ;and that First Amendment to Memorandum, dated August 1, 2002, among the City, the Majority Bond Owner and Rancho 'San Jacinto, L.L.C., which provide for the restructure of the Outstanding 1989 Bonds (collectively, the "Memorandum"); and WHEREAS, the City Council has determined that it is in the best interest of the owners of property in the District that bonds of the District be issued to defease and refund the Outstanding 1989 Bonds which will be issued as Special Tax Refunding, 2002 Series A Bonds (the "Series A Bonds") and Special Tax Refunding 2002 Subordinate Series B bonds (the"Series B Bonds" and together with the Series A Bonds, the"Bonds"),` and WHEREAS, pursuant to Section53345.8 of the California Government Code, the legislative body of a community facilities district may issue and sell bonds of the district only if it determines, based on the full cash value as shown on the ad valorem assessment roll or upon an appraisal, that the value of the real property that would be subject to the special tax to pay debt service on the bonds will be least three times the principal amount of the bonds and the principal amount of all other bonds outstanding that are secured by a special tax or a special assessment levied on property within the district, or that the legislative body finds that the proposed bonds do not present any unusual credit risk due to the availability of credit enhancements or for other reasons specified by the legislative body; and WHEREAS, if the Series A Bonds are issued, as set forth herein, the value of the parcels of real property in the District that will be subject to the levy of the Special Taxes (as defined in the Fiscal Agent Agreement, as defined below, for the Series A Bonds) to pay debt service on the Series A Bonds based on full cash value as shown on the Assessor's Roll of the County of Riverside will be more than three times the aggregate principal amount of the Series A Bonds; and WHEREAS, if the Series B Bonds are issued, as set forth herein, the value of the parcels of real property within the boundaries of the District that will be subject to the levy of Special Taxes (as defined in the Fiscal Agent Agreement for the Series B Bonds, as defined below) to pay the debt service on the Series B Bonds, based on the full cash value as shown on the Assessment Roll of the County of Riverside will be less than three times the aggregate principal amount of the Series B Bonds; and WHEREAS, the City Council finds that the issuance of the Series B Bonds should proceed for the following reasons, (i) the Outstanding 1989 Bonds are in payment default, (ii)the issuance of the Series B Bonds provides for the orderly restructuring of the Outstanding 1989 Bonds, (iii) the issuance of the Series B Bonds will provide a savings in special taxes to current homeowners in the District, (iv) special measures have been taken with respect to the issuance of the Series B Bonds and the Authority Bonds, defined below, such that only sophisticated investors are eligible to own the Series B Bonds and RVPU8IKA3M7519 2 Authority Bonds, unless the land within the District meets certain thresholds in value or special tax revenues; and WHEREAS, in order to provide for the payment of the principal of and the interest on the Outstanding 1989 Bonds until March 1, 2003, which is the next date upon which the Outstanding 1989 Bonds not owned;by the Majority Bond Owner and not currently in default with respect to principal can be called and redeemed,and the call and redemption of and the payment of the redemption prices for the Outstanding 1989 Bonds on that date, the City and Union Bank of California, N.A., as Escrow Agent, will enter into an agreement entitled "Escrow Deposit and Trust Agreement (the "Escrow Agreement and WHEREAS, pursuant to a Fiscal Agent Agreement to be entered into by the City and Union Bank of California,N.A., as Fiscal Agent, the Fiscal Agent will authenticate and deliverthe Series A Bonds of the District designated"Community Facilities District No. 2 of the City of San Jacinto Special Tax Refunding Bonds, 2002 Series A" to provide money for deposit in the Escrow Fund to be ;established pursuant to the Escrow Agreement, which, pursuant to Section 53363.5 of the California Government Code, is the refunding fund for a portion of the Outstanding 1989 Bonds, fund a reserve fund for the Series A Bonds, and pay the Designated Costs of Issuing the Bonds (as hereafter designated); and WHEREAS, pursuant to a Fiscal Agent Agreement to be entered into by the City and Union Bank of California, N.A., as Fiscal Agent, the Fiscal Agent will authenticate and deliver the Series B Bonds of the District designated "Community Facilities District No. 2 of the City of San Jacinto Special Tax Refunding Bonds, 2002 Subordinate Series B" to provide for the concurrent exchange of the 1989 Bonds owned by Majority Bond Owner, which pursuant to Section 53363.5 of the California Government Code, is the refunding fund for a portion of the Outstanding 1989 Bonds; and WHEREAS, as part of the restructure of the Outstanding 1989 Bonds, the Series B Bonds will be concurrently exchanged to the Majority Bond Owner for its Outstanding 1989 Bonds, and that will be concurrently exchanged to the San Jacinto Financing Authority (the "Authority") for its 2002 Local Agency Revenue Bonds, Series A (Tranches A through D) (the "Authority Bonds"); and WHEREAS, there has been presented to the City Council a form of Bond Purchase Agreement whereby O'Connor SWS Securities (the "Underwriter") has offered to purchase the Series A Bonds from the City, and WHEREAS, there has been presented to the City Council a form of Bond Exchange Agreement (the "Bond Exchange Agreement") whereby the Majority Bond Owner has offered to exchange of its Outstanding 1989 Bonds for the Series B Bonds and then the Authority Bonds from the Authority, and RVPUB'J(AB1637519 � WHEREAS, the City Council has determined that it is in the best interest of the owners of property within the District that the Series A Bonds and the Series B Bonds t be sold on the terms and conditions hereinafter specified; and WHEREAS, in connection with the issuance of the Bonds, there has been prepared and presented to this meeting, a Preliminary Official Statement with respect to the Series A Bonds and a Preliminary Private Placement Memorandum with respect to the Authority Bonds; and WHEREAS, there has also been presented to the City Council a form of Continuing Disclosure Certificate relating to the Series A Bonds to be executed and delivered by the City and Union Bank of California, N.A.; as dissemination agent, for the benefit of the owners of the Series A Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission; and WHEREAS, the City Council has considered the forms of the Fiscal Agent Agreements, the Escrow Agreement, the Continuing Disclosure Certificate, the Bond Purchase Agreement and the Bond Exchange Agreement and has determined that it is in the best interest of the owners of property within the District that the City Council authorize the issuance and sale of the Series A Bonds and the Series B Bonds and the execution and delivery of said agreements and approve and authorize the distribution of the Preliminary Official Statement and Preliminary Private Placement Memorandum subject to the conditions hereinafter contained; Y NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BYTHE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA, AS FOLLOWS: Section 1, Findings. The City Council finds(a)that the preceding recitals are true and correct, (b) that the sale of the Series A Bonds and the Series B Bonds at private sale,.without advertising for bids, will result in a lower overall cost to the District, (c) that if the Series A Bonds are issued and sold as set forth herein, the value of the parcels of real property within the boundaries of the District which will be subject to the levy of Special Taxes to pay debt service on the Series A Bonds, based on the full cash value as shown on the Assessment Roll of the County of Riverside will be more than three times such aggregate principal amount, (d) that if the Series B Bonds are issued and sold as set forth herein, the value of the parcels of real property within the boundaries of the District which will be subject to the levy of the Special Taxes to pay debt service on the Series B Bonds, based on the full cash value as shown on the Assessment Roll of the County of Riverside, will be less than three times such aggregate principal amount of Series B Bonds, and (e) the sale of the bonds should proceed, notwithstanding the value of the land for the following reasons, (i) the Outstanding 1989 Bonds are currently in payment default, (ii) the orderly restructuring of the Outstanding 1989 Bonds, (iii) the possible relief to taxpayers within CFD No. 2 upon the issuance of the Series A Bonds and the Series B Bonds, and (iv) that special measures have been taken with respect to the issuance of the Series B Bonds and the Authority Bonds such that only sophisticated RVPUBXA&637519 4 investors shall be eligible to own the Series B Bonds and Authority Bonds, unless the land within the District meets a value specified in the 'Indenture for the Authority Bonds, or Special Taxes on Developed Property in the District have met certain thresholds as specified in the Indenture for the Authority Bonds; (f) it is prudent in the management of the fiscal affairs of the City and the District to issue the Bonds for the purpose, inter a/ia, of refunding the Outstanding 1989 Bonds, (g) the total net interest cost to maturity on the Bonds being issued to refund the Outstanding 1989 Bonds'plus the principal amount of the portion of the Bonds being issued to refund the Outstanding 1989 Bonds, is less than the net interest cost to maturity of the Outstanding 1989 Bonds plus the principal amount of the portion of the Outstanding 1989 Bonds, including interest in default, and (h) except as stated in (e)above, the Bonds are in compliance with the City's`Goals`and Policies for Community Facilities Districts adopted on June 10, 2002. Section 2. Authorization of the Issuance of the Bonds. The City Council authorizes the issuance and sale of the Series A Bonds and Series B Bonds in an aggregate principal amount of bonds necessary, as determined by the Underwriter and financing advisor of the City to refund the 1989 Bonds, pay related costs of issuance and fund a related reserve fund. Notwithstanding the foregoing, (i) the aggregate principal amount of the Bonds described in the preceding sentence shall not exceed the amount permitted to be issued for such purpose under Sections 53362.5 and 53362.7 of the California Government Code. The City Manager and the Finance Director are authorized and directed to take all steps and actions which are necessary to accomplish the issuance, sale and delivery of the Series A Bonds and the Series B Bonds pursuant to the authorization given by and the conditions specified in this resolution. The Vice-Mayor, the City Manager or the Finance Director, and the City Clerk of the City are authorized to execute the Series A Bonds and the Series B Bonds for and on behalf of the City and the District by their manual or facsimile signatures. The Bonds shall be dated as of their date of delivery. The maximum rate of interest to be paid on the Bonds shall not exceed seven percent(7%) per annum. The last maturity date of the Bonds shall not be later than the last maturity date of the Outstanding 1989 Bonds. Pursuant to Section 53363.8 of the California Government Code, the City Council determines that the Designated Costs of Issuing the Bonds shall include (i) all expenses incident to the calling, retiring, or paying of the Outstanding 1989 Bonds and incident to the issuance of the Bonds, including the charges of any agent in connection with the issuance of the Bonds or in connection with the restructuring, redemption or retirement of the Outstanding 1989 Bonds, (ii) the interest upon the Outstanding 1989 Bonds from the date of the delivery of the Bonds to the date upon which the Outstanding 1989 Bonds will be paid pursuant to the resolution providing for the issuance of the Outstanding 1989 Bonds and (iii) any premium necessary in calling or retiring the Outstanding 1989 Bonds. Section 3. Approval of Fiscal Agent Agreement for the Series A Bonds. The Fiscal Agent Agreement which provides generally for (i) the authentication and delivery by the Fiscal Agent of the Series A Bonds, (ii) the establishment and RVPUBXAB`.637519 5 administration by the Fiscal Agent of certain funds and accounts for the benefit of the City z and the owners of the Series A Bonds, (iii)the payment by the Fiscal Agent of the principal of and interest on the Series A Bonds from the Special Tax Revenues(as defined therein), and (iv) the performance of other duties by the Fiscal Agent (the "Series'A Bonds Fiscal Agent Agreement"), is approved in the form made available to the City Council at the meeting at which this resolution is adopted, and the Vice-Mayor, City Manager or the Finance Director is authorized to execute and deliver said agreement on behalf of the City with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution thereof. Section 4. Approval of Fiscal Agent Agreement for the Series B Bonds. The Fiscal Agent Agreement which provides generally for (i) the authentication and delivery by ,the Fiscal Agent of the Series B Bonds, (ii) the establishment and administration by the Fiscal Agent of certain funds and accounts for the benefit of the City and the owners of the Series Bonds, (iii) the payment by the Fiscal Agent of the principal of and interest on the Series B Bonds from the Special Tax Revenues(as defined therein), and (iv) the performance of other duties by the Fiscal Agent (the "Series B Bonds Fiscal Agent Agreement"), is approved in the form made available to the City Council at the meeting at which this resolution is adopted, and the Vice-Mayor, City Manager or the Finance Director is authorized to execute and deliver said agreement on behalf of the City with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution thereof. Section 5. Approval of Escrow Agreement for the Outstanding 1989 Bonds. The Escrow Agreement entitled "Escrow Deposit and Trust Agreement" (the "Escrow Agreement") which provides generally for (i) the establishment of the Escrow Fund as a special trust fund and the deposit therein of the amount of the proceeds of the Series A Bonds and other moneys to be received by the Escrow Agent from the Fiscal Agent pursuant to the Series A Bonds Fiscal Agent Agreement and from the fiscal agent under the bond indenture providing for the issuance of the Outstanding 1989 Bonds (the "1989 Indenture"), (ii) the withdrawal by the Escrow Agent from the Escrow Fund of moneys in sufficient amounts and at the times necessary to make the principal and interest payments, without default, with respect to a portion of the Outstanding 1989 Bonds which are not otherwise exchanged by the Majority Bond Owner and to cause the call and redemption of a portion of the remaining Outstanding 1989 Bonds, at the redemption prices and on the terms and conditions specified in the 1989 Indenture, (iii)the investment by the Escrow Agent of the amount initially deposited in the Escrow Fund, and (iv) the performance of other duties by the Escrow Agent, is approved in the form made available to the City Council at the meeting at which this resolution is adopted, and the Vice-Mayor, the City Manager or the Finance Director is authorized to execute and deliver said agreement on behalf of the City with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution thereof. Notwithstanding the preceding provisions of this section, as required by Section 53363.9 of the California Government Code, the amount of the proceeds of the sale of the Series A Bonds and other amounts to be deposited in the Escrow Fund, and earnings from the RVPUBXAB1637519 6 investment thereof, exclusive of the Outstanding 1989 Bonds exchanged by Majority Bond Owner, shall be in an amount sufficient to pay the principal of and interest on the F Outstanding 1989 Bonds prior to March 1 , 2003 and the principal due on the Outstanding 1989 Bonds on that date, and the Designated Costs of Issuing the Bonds, as certified by a certified public accountant licensed to practice in the State of California. Section 6. Appointment of Fiscal Agent and Escrow Agent. Union Bank of California, N.A. is appointed as Fiscal Agent pursuant to the Series A Bonds Fiscal Agent Agreement and the Series B Bonds Fiscal Agent Agreement, to take any and all action provided therein to be by the Fiscal'Agent. Union Bank of California, N.A. is also appointed as Escrow Agent pursuant to the Escrow Agreement to take any and all action provided therein to be taken by the Escrow Agent. Section7. Approval of Preliminary Official Statement; Preparation of Final Official Statement. The Preliminary Official Statement is approved, and the Finance Director is authorized to consent to and assist in the preparation of such modifications thereto as may be specified by Best Best & Krieger LLP, bond counsel to the City('Bond Counsel"). The Finance Director is authorized to determine, with the assistance of Bond Counsel, when the Preliminary Official Statement is to be deemed final within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 and to deliver a certificate to that effect to the Underwriter. The Finance Director is authorized to participate in the preparation of the final Official Statement, based on the Preliminary Official Statement, and such modifications thereto as may be agreed to by Bond Counsel and the Underwriter. The Vice-Mayor, the City Manager or the Finance Director is authorized to sign the final Official Statement on behalf of the City and the District. Section 8. Approval of Bond Purchase Agreement. The form of Bond Purchase Agreement presented at this meeting and the sale of the Series A Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and, subject to the provisions of Section 6 hereof, the Vice-Mayor, the City Manager or Finance Director is authorized to execute and deliver the Bond Purchase Agreement in the name of and on behalf of the District and the City in said form with such changes therein as the officer executing the same may approve and such matters as are authorized by Section 2 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. Approval of Bond Exchange Agreement. The form of Bond Exchange Agreement presented at this meeting and the exchange of the Series B Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and the Vice-Mayor, the City Manager or the Finance Director is authorized and directed to execute and deliver the Bond Exchange Agreement in the name of and on behalf of the City and the District in said form with such changes therein as the Officer executing the same may approve, and such matters as are authorized by Section 2 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. RVPUB''KABi637519 7 Section 10. Reserve Fund and Other Funds Related to the Outstanding 1989 Bonds. The Finance Director is authorized to direct the fiscal agent under the 1989 Indenture with respect to the Outstanding 1989 Bonds, and such fiscal agent is authorized, to transfer the amount on deposit in the reserve fund for the Outstanding 1989 Bonds, which such fiscal agent holds under such improvement fund and 1989 Indenture, to the Escrow Agent for deposit in the Escrow Fund to be used to defease and redeem the Outstanding 1989 Bands. The Finance Director is further`authorized to transfer and to authorize and direct such fiscal agent to transfer any other funds which relate to the Outstanding 1989 Bonds and which either the City or such fiscal agent holds for the benefit of the owners of the Outstanding 1989 Bonds to the Escrow Fund or Improvement Fund as directed pursuant to the Memorandum. Section 11. Notices of Redemption. The Finance Director is authorized and directed to provide for the mailing and publication, and thefiscal agent underthe 1989 Indenture for the Outstanding 1989 Bonds is authorized to mail, and publish, notice of the redemption of the Outstanding 1989 Bonds to the registered owners thereof, as required by Section 53365 of the California Government Code and such 1989 Indenture. Pursuant to said Section 53365, the Finance Director shall also provide forthe mailing of, and such fiscal agent shall mail, notice of the redemption of the Outstanding 1989 Bonds to the investment banking firms which were the original purchasers and underwriters of the Outstanding 1989 Bonds. Section 12. Findings Regarding the Levy and Rates of Special Taxes. The City Council finds that the City will covenant in the Series A Bonds Fiscal Agent Agreement and the Series B Bonds Fiscal Agent Agreement, for the benefit of the owners of the Bonds (a) that, to the extent it is legally permitted to do so, it will levy the Special Taxes for the payment of the Administrative Expenses (as defined in the Series A Bonds Fiscal Agent Agreement)which are expected to be incurred in each fiscal year and(b)that, to the extent it is legally permitted to avoid doing so, it will not initiate proceedings under the Mello-Roos Community Facilities Act of 1982 (the"Act")to reduce the maximum Special Tax rates(the "Maximum Rates") on then existing Developed Property (as defined in the Series A Bonds Fiscal Agent Agreement) within the District below the amounts which are necessary to pay such Administrative Expenses and to provide Special Tax Revenues (as defined therein) in an amount equal to one hundred eight percent (108%) of Annual Debt Service (as defined in the Series A Bonds Fiscal Agent Agreement) on the outstanding Bonds taking into account increases in the tax rate permitted by the Rate and Method of Apportionment of Special Taxes; and that any reduction or limitation of the Special Tax rates below the Maximum Rates would interfere with the timely retirement of the Bonds. Section 13. Elimination of Special Tax B� Amendment to Tax Rate. Notwithstanding the provisions of the Rate and Method of Apportionment for the District, upon the successful issuance and delivery of the Series A Bonds, Series B Bonds and Authority Bonds, the City Council rescinds Special Tax B as defined in the Rate and Method of Apportionment, and that such Special Tax B shall no longer be levied on real property within the District. The City Council further directs the City Manager and Finance RVPUBXA6t637519 8 Director to take, or cause to be taken, necessary action as to cause any savings in Special Taxes together with the rescission of Special Tax B to be reflected on the Assessor's Roll of the County of Riverside for Fiscal Year 2002-03. Section 14. Notice of Cessation of Special Tax. Upon the issuance of the City of San Jacinto Community Facilities District No. 2002-1 Special Tax Bonds and consummation of all conditions setforth in the Memorandum, the City Manager shall cause to be prepared and recorded a notice of cessation of special tax lien with respect to Special Taxes of the District levied on that property which is located within both of the District and City of San Jacinto Community Facilities District No.'2002-1 (Rancho San Jacinto, Phase 2). The City Clerk shall be authorized to execute and record such notice. Section 15. Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate is approved in the form made available to the City Council at the meeting at which this resolution is adopted, and the Vice-Mayor, the City Manager or the Finance Director is authorized to execute and deliver said agreement on behalf of the City with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution thereof. Section 16. Modifications. The approval of the Fiscal Agent Agreements, the Escrow Agreement, the Bond Purchase Agreement, the Bond Exchange Agreement, the Official Statement and the Continuing Disclosure Certificate given by this resolution shall apply to any modification or amendment of any of said agreements which is agreed k upon and approved by Bond Counsel and the Finance Director as being necessary to carry out the provisions thereof and the authorization and direction provided in this resolution. Section 17. Further Action. The Vice Mayor, the City Manager and the Finance Director are authorized to take any and all action which is directed by Bond Counsel with respect to the execution and delivery of the Series A Bonds Fiscal Agent Agreement, the Series B Bonds Fiscal Agent Agreement, the Escrow Agreement, the Bond Purchase Agreement, the Bond Exchange Agreement , the Official Statement and the Continuing Disclosure Certificate and the issuance, sale and delivery of the Bonds, which in the opinion of Bond Counsel is necessary in order for the authorization and direction provided in this resolution to be carried out. RVPU8\KAB\637519 9 Section 18. Effective Date. This resolution shall take effect upon adoption: APPROVED AND ADOPTED this 10th day of September, 2002. Ayes: Nays: Absent: Abstain: City of San Jacinto B ' Jim Ayr s, Vice Mayor ATTEST: rothy L. C uinard, City Clerk RVPUBXAB1637519 10