HomeMy WebLinkAbout2011/12/07 - Agenda Packet~ ANY(.~H(~ ~iUCAMUNC;A
10500 Civic Center Drive ~ Rancho Cucamonga, CA 91730.3801
City Office: (909) 477.2700
AGENDAS
REDEVELOPMENT AGENCY
FIRE PROTECTION DISTRICT BOARD
PUBLIC FINANCING AUTHORITY
CITY COUNCIL
REGULAR MEETINGS
1gt and 3ro Wednesdays ~ 7:00 P.M.
DECEMBER 7, 2011
ORDER OF BUSINESS
CLOSED SESSION Council Chambers
Call to Order
Public Communications
Tapia Conference Room
Conduct of Closed Session
City Manager Announcements
REGULAR MEETINGS Council Chambers
MEMBERS
MAYOR
MAYOR PRO TEM
COUNCIL MEMBERS
CITY MANAGER
CITY ATTORNEY
CITY CLERK
L. Dennis Michael
Sam Spagnolo
William Alexander
Chuck Buquet
Diane Williams
John R. Gillison
James L. Markman
Janice C. Reynolds
5:00 P.M.
7:00 P.M.
INFORMATION FOR THE PUBLIC
~~~~ ,
TO ADDRESS THE REDEVELOPMENT AGENCY. FIRE BOARD. AUTHORITY BOARD AND CITY COUNCIL
The Agency, Fire Board, Authority Board and City Council encourage free expression of all points of view. To allow all
persons to speak, given the length of the Agenda, please keep your remarks brief. If others have already expressed
your position, you may simply indicate that you agree with a previous speaker. If appropriate, a spokesperson may
present the views of your entire group. To encourage all views and promote courtesy to others, the audience should
refrain from clapping, booing or shouts of approval or disagreement from the audience.
The public may address the Agency, Fire Board, Authority Board or City Council by filling out a speaker card and
submitting it to the City Clerk. The speaker cards are located on the wall at the back of the Chambers, at the front
desk behind the staff table and at the City Clerk's desk. During "Public Communications," your name will be called to
speak on any item listed or not listed on the agenda in the order in which it was received. If as part of your
presentation, you would like to disp/ay audio or visual material, please see the City Clerk before the meeting
commences. If you are present to speak on an "Advertised Public Hearing" item, your name will be called when that
item is being discussed. Comments are to be limited to five minutes per individual or less, as deemed necessary by
the Chair, depending upon the number of individuals desiring to speak.
The public communications period will not exceed one hour prior to the commencement of the business portion of the
agenda. During this one hour period, all those who wish to speak on a topic contained in the business portion of the
agenda will be given priority, and no further speaker cards for these business items (with the exception of public
hearing items) will be accepted once the business portion of the agenda commences. Any other public
communications which have not concluded during this one hour period may resume after the regular business portion
of the agenda has been completed.
Any handouts for the Agency, Fire Board, Authority Board or City Council should be given to the City Clerk for
distribution.
AGENDA BACK-UP MATERIALS
Staff reports and back-up materials for agenda items are available for review at the City Clerk's counter, the City's
Public Library(-ies) and on the City's website. A complete copy of the agenda is also available at the desk located
behind the staff table during the Council meeting.
LIVE BROADCAST
Agency, Fire Board, City Council and Authority Board meetings are broadcast live on Channel 3 for those with cable
television access. Meetings are rebroadcast on the second and fourth Wednesdays of each month at 11:00 a.m. and
7:00 p.m. The City has added the option for customers without cable access to view the meetings "on-demand" from
their computers. The added feature of "Streaming Video On Demand" is available on the City's website at
www.cityofrc.us/cityhall/counciUvldeos.asp for those with Hi-bandwidth (DSUCable Modem) or Low-bandwidth
(Dial-up) Internet service.
The Agency, Fire Board, Authority Board and City Council meet regularly on the first and third Wednesday
of the month at 7:00 p.m. in the Council Chambers located at 10500 Civic Center Drive.
Members of the City Council also sit as the Redevelopment Agency, the Fire District Board
and the Public Financing Authority Board.
Copies of the agendas and minutes can be found @ www.cityofrc.us
If you need special assistance or accommodations to participate in this meeting, please
contact the City Clerk's office at (909) 477-2700. Notification of 48 hours prior to the
meeting will enable the City to make reasonable arrangements to ensure accessibility.
Listening devices are available for the hearing impaired.
Please turn off all cellular phones and pagers while the meeting is in session.
~~~, REDEVELOPMENT AGENCY,
~'~'~~~ FIRE PROTECTION DISTRICT
~-
PUBLIC FINANCING AUTHORITY AND
CITY COUNCIL AGENDA
DECEMBER 7, 2011
1
A. 5:00 P.M. -CLOSED SESSION
CALL TO ORDER -COUNCIL CHAMBERS ~
'
A1. Roll Call: Mayor Michael
Mayor Pro Tem Spagnolo
Council Members Alexander, Buquet and Williams
CLOSED SESSION CALLED TO ORDER AS THE
REDEVELOPMENT AGENCY.
B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM S
C. RECESS
D. CONDUCT OF CLOSED SESSION - TAPIA CONFERENCE ROOM
D1. CONFERENCE WITH PROPERTY NEGOTIATORS PER GOVERNMENT CODE
SECTION 54956.8 FOR PROPERTY GENERALLY LOCATED AT THE NORTHWEST
CORNER OF BASE LINE ROAD AND DAY CREEK BOULEVARD, IDENTIFIED AS APN
1089-031-35, 1089-031-15 AND 1089-031-16; NEGOTIATING PARTIES: LINDA D.
DANIELS, ASSISTANT CITY MANAGER, CITY OF RANCHO CUCAMONGA; AND DAVID
LINDEN, LEWIS GROUP OF COMPANIES, REGARDING TERMS OF AGREEMENT -
RDA
E. CITY MANAGER ANNOUNCEMENTS ~
F. RECESS
CLOSED SESSION TO RECESS TO THE REGULAR REDEVELOPMENT AGENCY MEETING
AT 7:00 P.M. IN THE COUNCIL CHAMBERS AT CITY HALL, LOCATED AT 10500 CIVIC
CENTER DRIVE, RANCHO CUCAMONGA, CALIFORNIA.
~~ REDEVELOPMENT AGENCY,
~~'~~~ FIRE PROTECTION DISTRICT
,-
PUBLIC FINANCING AUTHORITY AND
CITY COUNCIL AGENDA
DECEMBER 7, 2011
2
TO ORDER - 7:00 P.M.
THE REGULAR MEETINGS OF THE REDEVELOPMENT AGENCY, FIRE PROTECTION
DISTRICT, PUBLIC FINANCING AUTHORITY AND CITY COUNCIL WILL BE CALLED TO
ORDER. IT IS THE INTENT TO CONCLUDE THE MEETINGS BY 10:00 P.M., UNLESS
EXTENDED BY CONCURRENCE OF THE AGENCY, FIRE BOARD, AUTHORITY BOARD
AND COUNCIL.
G1. Pledge of Allegiance
G2. Roll Call: Mayor Michael
Mayor Pro Tem Spagnolo
Council Members Alexander, Buquet and Williams
H1. Holiday Singing Performance by the Silver Chorale from the James L. Brulte Senior Center.
~.
This is the time and place for the general public to address the Redevelopment Agency,
Fire Protection District, Public Financing Authority Board and City Council on any item
listed or not listed on the agenda. State law prohibits the Redevelopment Agency, Fire
Protection District, Public Financing Authority Board and City Council from addressing any issue
not previously included on the Agenda. The Agency, Fire Board, Public Financing Authority
Board and City Council may receive testimony and set the matter for a subsequent meeting.
Comments are to be limited to five minutes per individual or less, as deemed necessary by
the Chair, depending upon the number of individuals desiring to speak. All communications
are to be addressed directly to the Agency, Fire Board, Authority Board or City Council not to the
members of the audience. This is a professional business meeting and courtesy and decorum
are expected. Please refrain from any debate between audience and speaker, making loud
noises, or engaging in any activity which might be disruptive to the decorum of the meeting.
The public communications period will not exceed one hour prior to the commencement of
the business portion of the agenda. During this one hour period, all those who wish to speak
on a topic contained in the business portion of the agenda will be given priority, and no further
speaker cards for these business items (with the exception of public hearing items) will be
accepted once the business portion of the agenda commences. Any other public
communications which have not concluded during this one hour period may resume after the
regular business portion of the agenda has been completed.
REDEVELOPMENT AGENCY,
~~~`' FIRE PROTECTION DISTRICT
~- 3
PUBLIC FINANCING AUTHORITY AND
~~ ~ _ CITY COUNCIL AGENDA
DECEMBER 7, 2011
The following Consent Calendar items are expected to be routine and non-confroversial. They
will be acted upon by the Agency/Fire Board/Authority Board/Council at one time wifhout
discussion. Any item may be removed by an Agency/Fire Board/Authority Board/Council
Member for discussion.
J1. Approval of Minutes: November 16, 2011 (Regular Meeting)
J2. Approval of Check Register dated November 8 through November 29, 2011, for the total ~
amount of $1,422,343.13.
K1. Approval of Minutes: November 16, 2011 (Regular Meeting)
K2. Approval of Check Register dated November 8 through November 29, 2011, for the total 3
amount of $466,055.15.
K3. Approval of a Resolution declaring results of a Special Election in Community Facilities $
District No. 85-1, Annexation No. 11-3 and ordering the annexation of such property to
Community Facilities District No. 85-1 (Chase Bank -APN: 1076-011-03).
RESOLUTION NO. FD 11-046 9
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES DISTRICT NO. 85-1, DECLARING THE
RESULTS OF A SPECIAL ELECTION IN COMMUNITY FACILITIES
DISTRICT NO. 85-1, ANNEXATION NO. 11-3 AND ORDERING THE
ANNEXATION OF SUCH PROPERTY TO COMMUNITY FACILITIES
DISTRICT NO. 85-1
K4. Approval of a Resolution declaring results of a Special Election in Community Facilities 13
District No. 85-1, Annexation No. 11-4 and ordering the annexation of such property to
Community Facilities District No. 85-1 (Laszlo & Maureen Vass, Owners -APN: 0207-022-
56).
~~
~~'~'~~
,,, REDEVELOPMENT AGENCY,
FIRE PROTECTION DISTRICT
PUBLIC FINANCING AUTHORITY AND
CITY COUNCIL AGENDA
DECEMBER 7, 2011
4
RESOLUTION NO. FD 11-047
14
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES DISTRICT NO. 85-1, DECLARING THE
RESULTS OF A SPECIAL ELECTION IN COMMUNITY FACILITIES
DISTRICT NO. 85-1, ANNEXATION N0.11-4 AND ORDERING THE
ANNEXATION OF SUCH PROPERTY TO COMMUNITY FACILITIES
DISTRICT NO. 85-1
K5. Approval to adopt an Annexation Map showing Assessor Parcel Number 1100-191-05, 1$
(Rancho Victoria Meadows, LLC), located on the west side of East Ave. south of Via
Veneto Dr., which is proposed to be annexed into CFD 85-1.
RESOLUTION NO. FD 11-048 20
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES DISTRICT NO. 85-1, ADOPTING AN
ANNEXATION MAP (ANNEXATION NO. 11-6) SHOWING PROPERTY
PROPOSED TO BE ANNEXED TO COMMUNITY FACILITIES
DISTRICT NO. 85-1
K6. Approval to adopt a Resolution of Intention to Annex Territory referred to as Annexation No. 22
11-6 (APN: 1100-191-05, Rancho Victoria Meadows, LLC), into Community Facilities
District No. 85-1, specifying services proposed to be financed, to set and specify the
special taxes proposed to be levied within the annexation territory and set a time and place
for a public hearing related to the annexation.
24
RESOLUTION NO. FD 11-049
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES DISTRICT NO. 85-1, DECLARING ITS
INTENTION TO AUTHORIZE THE ANNEXATION OF TERRITORY
(ANNEXATION NO. 11-6) TO COMMUNITY FACILITIES DISTRICT NO.
85-1
K7. Approval to adopt an Annexation Map showing Assessor Parcel Numbers 0208-153-12, 13 34
& 24, (California Liberty Investment, LLC), located on the northeast corner of Foothill Blvd.
and Klusman Ave., which is proposed to be annexed into CFD 85-1.
r~ `~Y ~~~"CUCAMUNGA
REDEVELOPMENT AGENCY,
FIRE PROTECTION DISTRICT,
PUBLIC FINANCING AUTHORITY AND
CITY COUNCIL AGENDA
DECEMBER 7, 2011
5
RESOLUTION NO. FD 11-050 36
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES DISTRICT NO. 85-1, ADOPTING AN ~
ANNEXATION MAP (ANNEXATION NO. 11-7) SHOWING PROPERTY
PROPOSED TO BE ANNEXED TO COMMUNITY FACILITIES
DISTRICT NO. 85-1 '~
K8. Approval to adopt a Resolution of Intention to Annex Territory referred to as Annexation No. 38
11-7 (APNs: 0208-153-12, 13 & 24, California Liberty Investment, LLC), into Community
Facilities District No. 85-1, specifying services proposed to be financed, to set and specify
the special taxes proposed to be levied within the annexation territory and set a time and
place for a public hearing related to the annexation.
RESOLUTION NO. FD 11-051 40 ~
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
~
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO I
CUCAMONGA, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES DISTRICT NO. 85-1, DECLARING ITS ~
INTENTION TO AUTHORIZE THE ANNEXATION OF TERRITORY
(ANNEXATION NO. 11-7) TO COMMUNITY FACILITIES DISTRICT NO. ~
85-1
L. CONSENT CALENDAR -PUBLIC FINANCING AUTHORITY
L1. Approval of Minutes: November 16, 2011 (Regular Meeting)
M. CONSENT CALENDAR -CITY COUNCIL ~i
M1.
Approval of Minutes: November 16, 2011 (Regular Meeting) i
M2. Approval of Check Register dated November 8 through November 29, 2011, and payroll 50 'i
ending November 29, 2011, for the total amount of $7,350,852.28.
I
M3. Approval to reject all bids received for the Red Hill Park, Heritage Park and East Beryl Park 100
'
Shade Shelter Project and approval of a Resolution to authorize the advertising of the
"Notice Inviting Bids" for the Red Hill Park, Heritage Park and East Beryl Park Shade
Shelter Project, to be funded from Accounts 1025001-5650/1698025-0 (Capital Reserve),
1025001-5650/1740025-0 (Capital Reserve) and 1025001-5300/0-6963 (Capital Reserve)
respectively as approved in FY 2011/2012 Budget. i
i
~~
-~` ' '"~ ~ '~ ~
,;;
(. L~_i111~_~~~..~.1 REDEVELOPMENT AGENCY,
FIRE PROTECTION DISTRICT
PUBLIC FINANCING AUTHORITY AND
CITY COUNCIL AGENDA
DECEMBER 7, 2011
6
RESOLUTION NO. 11-174 101
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, CALIFORNIA, APPROVING PLANS AND
SPECIFICATIONS FOR THE "RED HILL PARK, HERITAGE PARK
AND EAST BERYL PARK SHADE SHELTER PROJECT" IN SAID CITY
AND AUTHORIZING AND DIRECTING THE CITY CLERK TO
ADVERTISE TO RECEIVE BIDS
M4. Approval of Plans and Specifications for "Citywide Street Name Sign Replacement - FY 106
11/12" and authorize the City Clerk to advertise the "Notice Inviting Bids" to be funded from
Account Number 1025001-5300 (Capital Reserve) as approved in the FY 2010/2011
Budget.
RESOLUTION NO. 11-175 107
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, CALIFORNIA, APPROVING PLANS AND
SPECIFICATIONS FOR THE "CITYWIDE STREET NAME SIGN
REPLACEMENT - FY 11/12 PROJECT° IN SAID CITY AND
AUTHORIZING AND DIRECTING THE CITY CLERK TO ADVERTISE
TO RECEIVE BIDS
M5. Approval to declare surplus City-owned miscellaneous vehicles and equipment, office 112
equipment, and computer equipment (please see attached; items indicated have been
deemed no longer needed, obsolete or unusable.
Mti. Approval to execute Professional Services Agreements (CO 2011-180 thru 183) with the 115
City of Rancho Cucamonga for the Rancho Cucamonga Public Finance Authority refunding
revenue bonds.
M7. Approval to accept grant revenue in the amount of $319,151 from the 2011/2012 State of 146
California Supplemental Law Enforcement Fund into Account No. 1354000-4740 and
authorization to appropriate $319,151 into Account No. 1354701-5300.
M8. Approval to accept grant revenue in the amount of $3,500.00 awarded by State Farm 147
Insurance to the City of Rancho Cucamonga Emergency Management program into
Account No. 3281000-4905 (Grant Revenue) and approval to appropriate funds into
Account 3281503-5200 (Emergency Management Program) for the completion of a
Community Emergency Preparedness Guide.
M9. Approval to purchase replacement play equipment from Landscape Structures, Inc., for the 148
Lions Park Playground, utilizing a Competitively Bid Cooperative Agreement awarded by
Houston-Galveston Area Council (HGAC Contract No. PR 11-10), and authorize the
expenditure of $109,137.11 plus a 2% contingency to be funded from Account 1120305-
5650/180120-0
M10. Approval to appoint William Wittkopf, Public Works Services Director, as representative of 150
the City of Rancho Cucamonga on the West Valley Mosquito and Vector Control (WVMVC)
District Board of Trustees.
~~~
~~"~~`
,;, REDEVELOPMENT AGENCY,
~ FIRE PROTECTION DISTRICT
PUBLIC FINANCING AUTHORITY AND
CITY COUNCIL AGENDA
DECEMBER 7, 2011
7
M11. Approval to adopt the Accumulation Program for part-time and limited service employees 151
(The Apple Plan) to provide retirement benefits to part-time and temporary employees of
the City of Rancho Cucamonga and the Rancho Cucamonga Fire Protection District.
RESOLUTION NO. 11-176 153
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, CALIFORNIA, AUTHORIZING THE ADOPTION OF THE
ACCUMULATION PROGRAM FOR PART-TIME AND LIMITED
SERVICE EMPLOYEES (THE APPLE PLAN) TO PROVIDE
RETIREMENT BENEFITS TO PART-TIME AND TEMPORARY
EMPLOYEES OF THE CITY OF RANCHO CUCAMONGA AND THE
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT.
M12. Approval to execute an agreement (CO 11-184) regarding levy of special taxes within 156
Improvement Area No. 3 of Community Facilities District No. 2001-01 of the City of Rancho
Cucamonga, among the Restorative Justice Center of the Inland Empire, Foothill Crossing,
LLC and the City of Rancho Cucamonga.
M13. Approval of Improvement Agreement Extension for DRC2007-00247, located on the 166
southwest corner of Arrow Route and Utica Avenue, submitted by Transam Development
Co.
RESOLUTION NO. 11-177 167
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, CALIFORNIA, APPROVING IMPROVEMENT
AGREEMENT EXTENSION AND IMPROVEMENT SECURITY FOR
DRC2007-00247
M14. Approval of release of Real Property Improvement Contract and Lien Agreement for 10700 172
Jersey Boulevard (CO 11-185), located on the north side of Jersey Boulevard., east of
Haven Avenue (APN: 0209-491-23).
RESOLUTION NO. 11-178 173
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, CALIFORNIA, RELEASING OF REAL PROPERTY
IMPROVEMENT CONTRACT AND LIEN AGREEMENT FOR 10700
JERSEY BLVD. LOCATED ON THE NORTH SIDE OF JERSEY
BOULEVARD EAST OF HAVEN AVENUE (APN 0209-491-23)
M15. Approval to release of Maintenance Guarantee Bond No. 0528959A, in the amount of 182
$40,114.41, for the Calle Vejar Street Improvements from approximately 150' west of
Avenida Leon to Avenida Castro and Avenida Leon Street Improvements from Arrow Route
to Calle Vejar Project, Contract No. 10-026.
REDEVELOPMENT AGENCY,
FIRE PROTECTION DISTRICT,
PUBLIC FINANCING AUTHORITY ANI
CITY COUNCIL AGENDA
DECEMBER 7, 2011
N. EXECUTIVE DIRECTOR'S STAFF REPORTS -
PUBLIC FINANCE AUTHORITY
The following items have no legal publication or posting requirements.
N1. CONSIDERATION TO ADOPT A RESOLUTION OF THE BOARD OF DIRECTORS OF
184
THE RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY (PFA) AUTHORIZING THE
ISSUANCE OF SPECIAL TAX REFUNDING REVENUE BONDS AND AUTHORIZING
CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH REVENUE
BONDS
RESOLUTION NO. PFA 11-002
A RESOLUTION OF THE RANCHO CUCAMONGA PUBLIC FINANCE
AUTHORITY AUTHORIZING AND PROVIDING FOR THE ISSUANCE
OF SPECIAL TAX REFUNDING REVENUE BONDS, APPROVING THE
FORM OF AN INDENTURE OF TRUST, BOND PURCHASE
AGREEMENT, SPECIAL TAX REFUNDING BONDS PURCHASE
CONTRACT, PRELIMINARY OFFICIAL STATEMENT, CONTINUING
DISCLOSURE CERTIFICATE, AND OTHER DOCUMENTS, AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE
ISSUANCE OF SUCH REVENUE BONDS
187
O. CITY MANAGER'S STAFF REPORTS -CITY COUNCIL
01. CONSIDERATION TO ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY 643
OF RANCHO CUCAMONGA, ACTING FOR AND ON BEHALF OF ITSELF AND IN ITS
CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO.
2000-01 (SOUTH ETIWANDA), COMMUNITY FACILITIES DISTRICT NO. 2000-02
(RANCHO CUCAMONGA CORPORATE PARK) AND COMMUNITY FACILITIES
DISTRICT NO. 2001-01, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF
SPECIAL TAX REFUNDING BONDS FOR EACH SUCH COMMUNITY FACILITIES
DISTRICT, APPROVING THE FORMS OF FISCAL AGENT AGREEMENTS, A BOND
PURCHASE AGREEMENT. A SPECIAL TAX REFUNDING BONDS PURCHASE
CONTRACT, ESCROW AGREEMENTS. A PRELIMINARY OFFICIAL STATEMENT AND
OTHER DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH
THE ISSUANCE OF SUCH BONDS
~~~~`~~~~~' 'C~/CAMUNI;A
REDEVELOPMENT AGENCY,
FIRE PROTECTION DISTRICT,
PUBLIC FINANCING AUTHORITY AND
CITY COUNCIL AGENDA
DECEMBER 7, 2011
9~
RESOLUTION NO. 11-179 646
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, CALIFORNIA, ACTING FOR AND ON BEHALF OF
ITSELF AND IN ITS CAPACITY AS THE LEGISLATIVE BODY OF
COMMUNITY FACILITIES DISTRICT NO. 2000-01 (SOUTH
ETIWANDA), COMMUNITY FACILITIES DISTRICT NO. 2000-02
(RANCHO CUCAMONGA CORPORATE PARK) AND COMMUNITY
FACILITIES DISTRICT NO. 2001-01, AUTHORIZING AND PROVIDING
FOR THE ISSUANCE OF SPECIAL TAX REFUNDING BONDS FOR
EACH SUCH COMMUNITY FACILITIES DISTRICT, APPROVING THE
FORMS OF FISCAL AGENT AGREEMENTS, A BOND PURCHASE
AGREEMENT, A SPECIAL TAX REFUNDING BONDS PURCHASE
CONTRACT, ESCROW AGREEMENTS, A PRELIMINARY OFFICIAL
STATEMENT AND OTHER DOCUMENTS AND AUTHORIZING
CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF
SUCH BONDS
P. CITY MANAGER'S STAFF REPORTS
The following items have no legal publication or posting requirements.
P1. DEVELOPMENT CODE UPDATE STATUS REPORT AND REVIEW OF PROPOSED 655
CHANGES
Q. COUNCIL BUSINESS
The following items have been requested by the City Council for discussion.
Q1. COUNCIL ANNOUNCEMENTS (Comments to be limited to three minutes per
Council Member.)
Q2. LEGISLATIVE AND REGIONAL UPDATES (Oral)
R. IDENTIFICATION OF ITEMS FOR NEXT MEETING
S. ADJOURNMENT
I, Debra L. McKay, Assistant City Clerk/Records Manager, of the City of Rancho
Cucamonga, or my designee, hereby certify that a true, accurate copy of the foregoing
agenda was posted on December 1, 2011, seventy-two (72) hours prior to the meeting per
Government Code 54954.2 at 10500 Civic Center Drive.
November 16, 2011
RANCHO CUCAMONGA
REDEVELOPMENT AGENCY
CLOSED SESSION MINUTES
The Rancho Cucamonga Redevelopment Agency held a closed session on Wednesday, November
16, 2011 in the Council Chambers at the Civic Center located at 10500 Civic Center Drive, Rancho
Cucamonga, California. The meeting was called to order at 5:00 p.m. by Chairman L. Dennis
Michael.
Present were Agency Members: Bill Alexander, Diane Williams, Vice Chairman Sam Spagnolo and
Chairman L. Dennis Michael. Chuck Buquet was absent.
Also present were: John Gillison, City Manager; Debra McKay, Records Manager/Assistant City Clerk
and Shirr'I Griffin, Deputy City Clerk.
B. ANNOUNCEMENT OF CLOSED SESSION ITEM S
The following closed session item is being considered:
D1. CONFERENCE WITH PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION
54956.8 FOR PROPERTY GENERALLY LOCATED AT THE NORTHWEST CORNER OF
BASE LINE ROAD AND DAY CREEK BOULEVARD, IDENTIFIED AS APN 1089-031-35,
1089-031-15 AND 1089-031-16; NEGOTIATING PARTIES: LINDA D. DANIELS,
ASSISTANT CITY MANAGER, CITY OF RANCHO CUCAMONGA; AND DAVID LINDEN,
LEWIS GROUP OF COMPANIES, REGARDING TERMS OF AGREEMENT -RDA
No persons were present wishing to speak.
The closed session recessed at 5:01 p.m. to the Tapia Room.
Closed session began at 5:45 p.m. Present were Agency Members: Bill Alexander, Chuck Buquet,
Diane Williams, Vice Chair Sam Spagnolo and Chairman L. Dennis Michael.
Also present were: John Gillison, City Manager; Jim Markman, City Attorney and Linda Daniels,
Assistant City Manager.
E. CITY MANAGER ANNOUNCEMENTS
No announcements were made.
The closed session recessed at 6:30 p.m. with no action taken.
*DRAFT*
Redevelopment Agency, Fire Protection District, Financing Authority, City Council Minutes
November 16, 2011 -Page 1 of 7
The meetings of the Rancho Cucamonga Redevelopment Agency, Fire Protection District, Financing
Authority and City Council reconvened in the Council Chambers of the Civic Center located at 10500
Civic Center Drive, Rancho Cucamonga, California. Chairman/President/Chairman/Mayor L. Dennis
Michael called the meeting to order at 7:00 p.m.
Present were Agency Members/Board Members/Board Members/Council Members: Bill Alexander,
Chuck Buquet, Diane Williams, Vice ChairmanNice PresidentNice Chairman/Mayor Pro Tem Sam
Spagnolo and Chairman/President/Chairman/Mayor L. Dennis Michael.
Also present were: John Gillison, City Manager; Jim Markman, City Attorney; Linda Daniels,
Assistant City Manager; Bill Wittkopf, Public Works Services Director; Fire Chief Mike Bell; James
Troyer, Planning Director; Kevin McArdle, Community Services Director; Jim Frost, City Treasurer;
Debra McKay, Records Manager/Assistant City Clerk and Shirr'I Griffin, Deputy City Clerk.
H1. Recognition of Grand Prize Winner and Participating Contractors for the Healthy RC Energy
Efficiency Home Makeover Contest.
Fabian Villenas, Principal Management Analyst and Alana Rivadeneyra, Energy Efficiency
Coordinator, announced the grand prize winner of the Healthy RC Energy Efficiency Home Makeover
Contest and thanked the participating contractors.
H2. Presentation by Ingrid Bruce and Solomon Nimako on Mobile Applications.
Ingrid Bruce, GIS/Special District Manager and Solomon Nimako, GIS Fire Analyst made a
presentation on the use of mobile applications. Mayor Michael presented a proclamation to the GIS
Division.
I. PUBLIC COMMUNICATIONS
11. Ryan Samples, Central ParklSenior Programs Supervisor provided a highlight to the City Council
and the audience of last Friday's Veteran's Day event at Central Park.
12. Hugh Jackson expressed concerns with the pending installation of a traffic signal at the
intersection of Church and Terra Vista Parkway. Mr. Jackson preferred the existing four way stop at
this location. He stated that he had spoken with the Acting Traffic Engineer and that an Impact Study
was being conducted.
13. Jerie Lee spoke about Item N1 (Parade and Assemblies Ordinance No. 851), noting that the
language in both Ordinance No. 849 and 851 was very confusing. She did not know what requires a
permit and what does not require a permit. At the last meeting, the Mayor had indicated that
Ordinance No. 851 was scheduled for second reading and the Assistant City Clerk/Records Manager
had stated that it was scheduled for first reading. Also, the agenda indicated that the Ordinance had a
public hearing and it did not have one.
14. Nacole Smith, Program Coordinator with the African American Health Institute reported that she
was present tonight to share the African American based population report (draft), which is available
at www.AAHI-SBC.org.
* D R A F T
Redevelopment Agency, Fire Protection District, Financing Authority, City Council Minutes
November 16, 2011 -Page 2 of 7
15. Jeane Ensley addressed Item N1 (Parade and Assemblies Ordinance No. 851). She noted the
need to address spontaneous assemblies in the Ordinance. Also, she was told outside of the meeting
that the matter was closed and was not able to discuss it further with Chief Newcombe. Ms. Ensley
requested that the statement made at the last meeting regarding the denial of a permit for counter-
protesters be clarified. She also requested that the City Attorney apologize for comments made at the
last meeting.
16. Jim Moffatt agreed with the previous speaker, noting that an apology is needed. He addressed the
money spent during the last election and noted that Council Member Buquet was not elected into
office but appointed. Mr. Moffatt asked that the City Council show compassion when addressing the
audience and not embarrass the speakers.
17. Hilda Phillips spoke about a recent Veteran's Day remembrance visit and read a poem entitled, "A
Poem for Peace" in the memory of her brother.
18. Jim Frost invited the City Council and the audience to the Etiwanda Historical Society's Old
Fashioned Open House from 10:00 a.m. to 3:00 p.m. He also spoke about the Police and Fire
Departments escort of Sergeant Carlo Eugenio's remains to the Riverside National Cemetery.
19. John Lyons announced that the Sacred Heart Roman Catholic Church would be providing
Thanksgiving Dinner on Thursday from 11:00 a.m. to 2:00 p.m. Also, he invited everyone to the Old
Fashioned Open House on Saturday. Mr. Lyons commented on his radio show on Sunday at 9:30
a.m.
110. Bill Hanlon spoke about Item N1 (Parade and Assemblies Ordinance No. 851) and asked for
positive leadership, not lectures or insults.
CONSENT CALENDARS:
following Consent Calendar items are expected to be routine and non-controversial. They
be acted upon by the Agency/Fire Board/Authority Board/Council at one time without
ussion. Any item may be removed by an Agency/Fire Board/Authority Board/Council
J1. Approval of Minutes: November 2, 2011 (Regular Meeting)
J2. Approval of Check Register dated October 26 through November 7, 2011, for the total
amount of $1,520,528.07.
J3. Approve to receive and file current Investment Schedule as of October 31, 2011.
MOTION: Moved by Spagnolo, seconded by Williams, to approve the staff recommendations in the
staff reports. Motion carried 5-0.
K1. Approval of Minutes: November 2, 2011 (Regular Meeting)
K2. Approval of Check Register dated October 26 through November 7, 2011, for the total
amount of $264,099.56.
K3. Approval to receive and file current Investment Schedule as of October 31, 2011.
MOTION: Moved by Buquet, seconded by Alexander, to approve the staff recommendations in the
staff reports. Motion carried 5-0.
*DRAFT*
Redevelopment Agency, Fire Protection District, Financing Authority, City Council Minutes
November 16, 2011 -Page 3 of 7
L1. Approval of Minutes: November 2, 2011 (Special Meeting)
MOTION: Moved by Williams, seconded by Buquet, to approve the minutes. Motion carried 5-0.
M. CONSENT CALENDAR -CITY COUNCIL
M1. Approval of Minutes: November 2, 2011 (Regular Meeting)
M2. Approval of Check Register dated October 26 through November 7, 2011, and payroll
ending November 7, 2011, for the total amount of $3,059,203.99.
M3. Approval to receive and file current Investment Schedule as of October 31, 2011.
M4. Approval to receive Community Services Update Report
M5. Approval of the negotiated purchase, delivery and installation of one (1) LED Display Video
Board and applicable equipment from Daktronics, Inc. of Brookings, South Dakota, for the
Victoria Gardens Cultural Center in the best and final offer amount of $120,292, in
accordance with RFQ #113536 and authorize a 10% contingency of $12,029; appropriate
$175,000 from Fund 615 Fund balance to Account No. 1615303-5650/1782615-6314 for the
video board purchase, installation and design related expenses; and authorize the
advertising of the "Notice Inviting Bids" for the Victoria Gardens Cultural Center LED Sign
Installation Project, to be funded from Account No. 1615303-5650/1782615-6314.
MOTION: Moved by Williams, seconded by Spagnolo, to approve the staff recommendations in the
staff reports. Motion carried 5-0.
The following Ordinances have had public hearings at the time of first reading. Second
readings are expected to be routine and non-controversial. The Agency, Fire Board, or
Council will act upon them at one time without discussion. The City Clerk will read the title.
Any item can be removed for discussion by an Agency Member, Board Member, or Council
Member.
N1.
ORDINANCE NO. 851 (second reading)
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, CALIFORNIA, AMENDING CHAPTER 8.44 OF THE
RANCHO CUCAMONGA MUNICIPAL CODE REGARDING A PARADES
AND ASSEMBLIES ORDINANCE
City Manager John Gillison addressed the language below the heading, noting that it is a boilerplate
and is not correct as a public hearing was not held on this Ordinance.
Council Member Alexander indicated that when the community is involved in the crafting of an
Ordinance, they are more likely to buy off on it. Council Member Alexander expressed a concern that
when the residents approached the Police Chief, the option of repealing the Ordinance was not on
the table.
*DRAFT*
Redevelopment Agency, Fire Protection District, Financing Authority, City Council Minutes
November 16, 2011 -Page 4 of 7
Mayor Michael noted that the permit requirements were clearly outlined at the last meeting, noting
that no permit is needed if you don't impede traffic and obey all traffic control devices. However, he
noted that this Ordinance is not set in stone and can be amended or repealed if needed. Mayor
Michael noted the assemblies being held across the United States and pointed out the desire for
peaceful assemblies and parades in the City, which do not negatively impact the health and safety of
the community.
City Attorney Jim Markman pointed out his obligation to address the constitutionality of the Ordinance
when requested to do so by the Mayor. He apologized if someone took offense, noting that the
comments were not directed personally. Council Member Buquet noted that the intent of the
Ordinance is to protect the safety and welfare of the community and did not expect the people
speaking tonight to change their minds. However, he noted that there are other members of the
community who understand and support these regulations. Council Member Buquet noted that the
Ordinance is subject to revisions and will be monitored.
MOTION: Moved by Spagnolo, seconded by Williams, to adopt Ordinance No. 851 for second
reading. Motion carried 4-1, with Council Member Alexander voting no.
O. ADVERTISED PUBLIC HEARINGS
FIRE PROTECTION DISTRICT
The following items have been advertised andlor posted as public hearings as required by
law. The Chair will open the meeting to receive public testimony.
01.
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, MAKING CERTAIN DETERMINATIONS
REGARDING THE PROPOSED ANNEXATION OF TERRITORY
(ANNEXATION NO. 11-2) TO AN EXISTING COMMUNITY FACILITIES
DISTRICT (CFD 85-1) AND CALLING A SPECIAL ELECTION AND
AUTHORIZING THE SUBMITTAL OF THE LEVY OF SPECIAL TAXES
TO THE QUALIFIED ELECTORS OF SUCH TERRITORY
City Manager John Gillison noted that this item is proposed to be cancelled at the request of the
applicant. The public hearing will be noticed at a later date.
02. CONSIDERATION TO ADOPT A RESOLUTION MAKING DETERMINATIONS
REGARDING THE PROPOSED ANNEXATION OF TERRITORY (CHASE BANK - APN
1076-011-03 -ANNEXATION NO. 11-3) TO AN EXISTING COMMUNITY FACILITIES
DISTRICT, CALLING A SPECIAL ELECTION AND AUTHORIZING SUBMITTAL OF LEVY
OF SPECIAL TAXES TO THE QUALIFIED ELECTORS
RESOLUTION NO. FD 11-044
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, MAKING CERTAIN DETERMINATIONS
REGARDING THE PROPOSED ANNEXATION OF TERRITORY
(ANNEXATION NO. 11-3) TO AN EXISTING COMMUNITY FACILITIES
DISTRICT (CFD 85-1) AND CALLING A SPECIAL ELECTION AND
AUTHORIZING THE SUBMITTAL OF THE LEVY OF SPECIAL TAXES
TO THE QUALIFIED ELECTORS OF SUCH TERRITORY
*DRAFT*
Redevelopment Agency, Fire Protection District, Financing Authority, City Council Minutes
November 16, 2011 -Page 5 of 7
RESOLUTION NO. FD 11-043
Chief Mike Bell presented the staff report.
President Michael opened the public hearing. With no one wishing to speak, President Michael closed
the public hearing.
MOTION: Moved by Alexander, seconded by Buquet, to adopt Resolution No. FD 11-044. Motion
carried 5-0.
03.
ELECTORS
RESOLUTION NO. FD 11-045
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO
CUCAMONGA, CALIFORNIA, MAKING CERTAIN DETERMINATIONS
REGARDING THE PROPOSED ANNEXATION OF TERRITORY
(ANNEXATION NO. 11-4) TO AN EXISTING COMMUNITY FACILITIES
DISTRICT (CFD 85-1) AND CALLING A SPECIAL ELECTION AND
AUTHORIZING THE SUBMITTAL OF THE LEVY OF SPECIAL TAXES
TO THE QUALIFIED ELECTORS OF SUCH TERRITORY
Chief Mike Bell presented the staff report.
President Michael opened the public hearing. With no one wishing to speak, President Michael closed
the public hearing.
MOTION: Moved by Buquet, seconded by Williams, to adopt Resolution No. FD 11-045. Motion
carried 5-0.
The following items have no legal publication or posting requirements.
P1. UPDATE ON PLANS FOR DEVELOPMENT OF FREEDOM COURTYARD AT CENTRAL
PARK (PowerPoint Presentation).
Nettie Nielsen, Superintendent, provided a PowerPoint presentation on the development of the
Freedom Courtyard at Central Park.
P2. UPDATE ON UPCOMING SPARK OF LOVE TOY DRIVE EVENT (Oral Presentation)
Kelley Donaldson, Public Information Specialist, invited the City Council and the audience to the
kickoff of the annual Spark of Love Toy Drive on November 20, 2011 at 6:00 p.m. at the Rancho
Cucamonga Metrolink Station.
Q1. COUNCIL ANNOUNCEMENTS (Comments to be limited to three minutes per Council
Member.)
Mayor Pro Tem Spagnolo announced the Sons of Italy Texas Hold'em Tournament on November 19,
2011 and wished everyone a Happy Thanksgiving.
* DRAFT*
Redevelopment Agency, Fire Protection District, Financing Authority, City Council Minutes
November 16, 2011 -Page 6 of 7
Mayor Michael thanked the Police and Fire Departments for their escort of Sergeant Cario Eugenio
on Monday and the Community Services Department for an outstanding Veteran's Day event and
Founder's Day celebration over the weekend.
R. IDENTIFICATION OF ITEMS FOR NEXT MEETING
No items were identified.
Mayor Michael adjourned the meeting at 9:02 p.m.
Respectfully submitted,
Debra L. McKay, MMC
Assistant City Clerk/Records Manager
Approved: *****
*DRAFT*
Redevelopment Agency, Fire Protection District, Financing Authority, City Council Minutes
November 16, 2011 -Page 7 of 7
~ n D t ~ ~ REGULAR MEETING
DECEMBER 7, 2011 - 7:00 P.M.
A. 5:00 P.M. -CLOSED SESSION -COUNCIL CHAMBERS -CALL TO ORDER
A1. Roll Call: Mayor Michael, Mayor Pro Tem Spagnolo, Council Members Alexander, Buquet and
Williams (Closed Session Called to Order as the Redevelopment Agency and City Council]
B1. Public Communications on Closed Session Item(s)
Routine
C1. Recess to Tapia Conference Room
D. Conduct of Closed Session (Cont. -Tapia Conference Room)
E. City Manager Announcements
F. Recess (to Regular Meetings at 7PM)
G. 7:00 P.M. - REGULAR MEETINGS -COUNCIL CHAMBERS -CALL TO ORDER
G1. Pledge of Allegiance
G2. Roll Call: Mayor Michael, Mayor Pro Tem Spagnolo, Council Members Alexander, Buquet and
Williams
Routine
H. ANNOUNCEMENTS/PRESENTATIONS
H1. Holiday Singing Performance by the Silver Chorale from the James L. Brulte Senior Center.
Three (3) selections will be sung.
Citv of Rancho Cucamonga -James L. Brulte Senior Center
- Members of the Silver Chorale (Attached list of Chorale members for reference)
Photo Opportunity
Page 1 of 4
I:\CRYCLK12011 - Resdugons 8 OMinances\12-07-2011 RegWar MeetlnglF -72-07-2077 Wncheon fJOtes-Reg CCM.Ca
PUBLIC COMMUNICATIONS
This is the time and place for the general public to address the Redevelopment Agency, Fire
Protection District, Public Financing Authority Board and City Council on any item listed or not
listed on the agenda.
Comments are to be limited to five minutes per individual or less, as deemed necessary by the
Chair, depending upon the number of individuals desiring to speak.
The public communications period will not exceed one hour prior to the commencement of the
business portion of the agenda.
Routine
CONSENT CALENDARS
The following Consent Calendar items are expected to be routine and non-controversial. They
will be acted upon by the Agency/Fire Board/Authority Board/Council at one time without
discussion. Any item may be removed by an Agency/Fire Board/Authority Board/Council Member
for discussion.
CONSENT CALENDAR -REDEVELOPMENT AGENCY
Routine
K. CONSENT CALENDAR -FIRE PROTECTION DISTRICT
Routine
L. CONSENT CALENDAR -PUBLIC FINANCING AUTHORITY
Routine
M. CONSENT CALENDAR -CITY COUNCIL
Routine
N. EXECUTIVE DIRECTOR'S STAFF REPORTS -PUBLIC FINANCING AUTHORITY
The following items have no legal publication or posting requirements.
N1. Consideration to adopt a resolution of the Board of Directors of the Rancho Cucamonga Public
Finance Authority (PFA) authorizing the issuance of special tax refunding revenue bonds and
authorizing certain actions in connection with the issuance of such revenue bonds.
(RESOLUTION NO. PFA 11-002]
- John Gillison, City Manager, will introduce Ingrid Bruce, Geographical
Information Systems (GIS) Manager, who will give the Staff Report.
- Mayor Michael will ask for any further discussion from City Council.
Routine -
- Motion to be made and seconded. Cast votes. City Clerk announces vote.
Page 2 of 4
I:\CITYCLM2011 -Resolutlons BOrCinences\12-07-2011 Regular MaetinglF -12-07-2011 Wncheon Notes-Rag CCM.ooc
O. CITY MANAGER'S STAFF REPORTS -CITY COUNCIL
The following items have no legal publication or posting requirements.
01. Consideration to adopt a resolution of the City Council of the City of Rancho Cucamonga, acting
for and on behalf of itself and in its capacity as the legislative body of Community Facilities District
No. 2000-01 (South Etiwanda), Community Facilities District No. 2000-02 (Rancho Cucamonga
Corporate Park) and Community Facilities District No. 2001-01, authorizing and providing for the
issuance of special tax refunding bonds for each such community facilities district, approving the
forms of fiscal agent agreements, a bond purchase agreement, a special tax refunding bonds
purchase contract, escrow agreements, a preliminary official statement and other documents and
authorizing certain actions in connection with the issuance of such bonds.
(RESOLUTION NO. 11-179J
- John Gillison, City Manager, will introduce Ingrid Bruce, Geographical
Information Systems (GIS) Manager, who will give the Staff Report.
- Mayor Michael will ask for any further discussion from City Council.
Routine -
- Motion to be made and seconded. Cast votes. City Clerk announces vote.
P. CITY MANAGER'S STAFF REPORTS
The following items have no legal publication or posting requirements.
P1. Development Code update status report and review of proposed changes. POWERPOINT
PRESENTATION
John Gillison, City Manager, will introduce James Troyer, Planning Director
who will give the Staff Report. Jennifer Nakamura, Associate Planner, will
assist and provide any additional information.
- Mayor Michael will ask for any further discussion from City Council.
Routine
O. COUNCIL BUSINESS
The following items have been requested by the City Council for discussion.
Q1. Council Announcements. (Comments to be limited to three minutes per Council Member)
Routine
Q2. Legislative and Regional Updates. (Oral Report)
Routine
- Mayor Pro Tem Spagnolo
Page 3 of 4
I:\CI7YCLK\2017 -Resdutlons 80Ninances\12-07-2011 Regular MeeGng7F-72-07-2011 Wnchean Notes-Reg CCM.tloc
Routine
In Honor and Memory of Dale Downs, City of Cucamonga, Building and Safety
Inspector, who passed away Sunday, November 20, 2011. (See additional notes
provided by Fabian Villenas)
And, in remembrance of December 7, 1941 Pearl Harbor, today the 70"'
Anniversary of that fateful event. (See additional notes provided by Fabian Villenas)
December 7, 2011
PEARL HARBOR 70T"ANNIVERSARY
Page 4 of 4
I:1CIlYCL.1C12011 - Resdutlons 8 Ordinances\12-07-2011 Regular MeetinglF -12-07-2011 Luncfieon Notes-Reg CCM.doc
NATIONAL
RANCHO CUCAMONGA REDEVELOPMENT AGENCY FI
At=_enda Check Re>?ister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316667 11/8/2011 80 VGL LLC AND 20 VGL LLC 432,266.88
AP - 00316700 11/8/201 I CALIFORNIA REDEVELOPMENT ASSOCIATION 18,750.00
AP - 00316714 11/8/2011 DAN GUERRA AND ASSOCIATES 11,167.58
AP - 00316732 11/8/2011 G AND M BUSINESS INTERIORS 1,303.40
AP - 00316732 11/8/2011 G AND M BUSINESS INTERIORS 912.00
AP - 00316732 11/8/2011 G AND M BUSINESS INTERIORS .264.57
AP - 00316732 11/8/2011 G AND M BUSINESS INTERIORS 485.32
AP - 00316741 11/8/2011 HDL COREN AND CONE 1,400.00
AP - 00316745 11/8/2011 HILL AND KNOWLTON INC 7,608.15
AP - 00316761 11/8/2011 JACOBS ENGINEERING 3,671.55
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC 15,121.00
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC -1,512.00
AP - 00316786 11/8/2011 NEW IMAGE COMMERCIAL FLOORING 244.01
AP - 00316789 11/8/2011 NINYO & MOORE 11,266.00
AP - 00316789 11/8/2011 NINYO & MOORE 5,022.75
AP - 00316799 11/8/2011 ORCHARD CAPITAL LP 29,265.87
AP - 00316805 11/8/2011 PENWAL INDUSTRIES INCORPORATED 53,839.38
AP - 00316809 11/8/2011 PITASSI ARCHITECTS INC _ 1,110.97
AP - 00316809 11/8/2011 PITASSI ARCHITECTS INC 3,361.18
AP - 00316814 11/8/2011 RANCHO CUCAMONGA CHAMBER OF COMME] 4,749.99
AP - 00316821 11/8/2011 RICHARDS WATSON AND GERSHON 2,498.92
AP - 00316821 11/8/2011 RICHARDS WATSON AND GERSHON 2,640.00
AP - 00316821 11/8/2011 RICHARDS WATSON AND GERSHON 203.50
AP - 00316821 11/8/2011 RICHARDS WATSON AND GERSHON 100.00
AP - 00316821 11/8/2011 RICHARDS WATSON AND GERSHON 2,073.59
AP - 00316856 11/8/2011 TMAD TAYLOR & GAINES 7,700.00
AP - 00316898 11/9/2011 EMCOR SERVICE 18,657.00
AP - 00316949 ] 1/16/201 I COMMERCIAL DOOR COMPANY INC 2,174.31
AP - 00316962 11/16/2011 DEALMAKERS, THE 1,750.00
AP - 00317018 11/16/2011 L A PRESSURE SUPPLY LLC 2,595.57
AP - 00317021 11/16/2011 LEIGHTON CONSULTING INC 3,576.68
AP - 00317049 11/16/2011 OAKVIEW CONSTRUCTORS INC 268,653.32
AP - 00317049 11/16/2011 OAKVIEW CONSTRUCTORS INC -26,865.33
AP - 00317081 11/16/2011 SAN BERNARDINO COUNTY 750.00
AP - 00317144 11/16/2011 WILLDAN FINANCIAL SERVICES 2,000.00
AP - 00317183- 11/22/2011 ALTA LAGUNA MOBILE HOME PARK 2,300.00
AP - 00317186 11/22/2011 ALTA VISTA MOBILE.HOME PARK 1,580.00
AP - 00317210 11/22/2011 CASA VOLANTE MOBILE HOME PARK 2,690.00
AP - 00317214 11/22/2011 CHAPARRAL HEIGHTS MOBILE HOME PARK 1,270.00
AP - 00317227 11/22/2011 COMMUNITY BANK 44,516.53
AP - 00317233 11/22/2011 COSTAR REALTY INFORMATION INC 1,181.00
AP - 00317240 11/22/2011 DAN GUERRA AND ASSOCIATES 7,870.00
AP - 00317240 11/22/2011 DAN GUERRA AND ASSOCIATES 17,915.36
AP - 00317253 11/22/2011 EASTER, PAMELA 32.25
AP - 00317263 11/22/2011 FEDERAL EXPRESS CORP 21.34
AP - 00317269 11/22/2011 FOOTHILL MANOR 700.00
AP - 00317273 11/22/2011 FRISBY, DALE A 7,376.72
AP - 00317274 11/22/2011 G AND M BUSINESS INTERIORS 5,015.00
AP - 00317293 11/22/2011 HEWLETT PACKARD EXPRESS SERVICES 16,834.13
AP - 00317293 11/22/2011 HEWLETT PACKARD EXPRESS SERVICES 6,871.20
AP - 00317293 11/22/2011 HEWLETT PACKARD EXPRESS SERVICES 1,942.73
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 34.04
AP - 00317308 11/22/2011 INTEGRITY DOOR & HARDWARE INC 925.37
AP - 00317339 11/22/2011 MOUNTAIN VIEW GLASS AND MIRROR INC 175.00
User: VLOPEZ -Veronica Lopez Page: I Current Date: 11/30/201
Report:CK_AGENDA_R EG_PORTRAI T_RC - CK: Agenda Check Register Portrait Layout Time: 14:20:5
RANCHO CUCAMONGA REDEVELOPMENT AGENCY
Agenda Check Register
11/8/2011 through 11/29/2011 '
Check No. ~ Check Dale Vendor Name
AP - 00317345 11/22/2011 NAHRO
AP - 00317346 11 /22/201 I NAIOP
AP - 00317348 11/22/201 I NATIONAL CONSTRUCTION RENTALS [NC
AP - 00317348 11/22/2011 NATIONAL CONSTRUCTION RENTALS INC
AP - 00317348 11/22/2011 NATIONAL CONSTRUCTION RENTALS INC
AP - 00317373 11/22/2011 PINES MOBILE HOME PARK, THE
AP - 00317376 11/22/2011 RAMONA VILLA MOBILE HOME PARK
AP - 00317381 11/22/2011 RICHARDS WATSON AND GERSHON
AP - 00317383 11/22/2011 RIVERSIDE CONSTRUCTION COMPANY
AP - 00317383 11/22/2011 RIVERSIDE CONSTRUCTION COMPANY
AP - 00317400 11/22/2011 SITEIMPROVE INC
AP - 00317404 11/22/2011 SOCIAL VOCATIONAL SERVICES
AP - 00317408 11/22/2011 SYCAMORE VILLA MOBILE HOME PARK
AP - 00317423 11/22/2011 UNITED SITE SERVICES OF CA INC
Total for Check [D AP:
Total for Entity:
P2
Amoun[
640.00
4,298.00
170.19
170.19
36.00
1,300.00
2,000.00
1,105.50
445,165.30
-44,516.53
1,652.00
750.00
1,300.00
215.65
1,422,343.13
1,422,343.13
User: VLOPEZ -Veronica Lopez Page: 2
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout
Current Date: 11/30/201
Time: 14:20:5
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT P3
A¢enda Check Resister
11/8/201 I through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316672 11/8/2011 ADAMS, SHANE 2,145.00
AP - 00316673 11/8/2011 ADVANCED FIRE CONTROL 400.00
AP - 00316675 11/8/201 l AEP CALIFORNIA 318.10
AP - 00316677 11/8/2011 AGILINE INC 60.00
AP - 00316703 11/8/2011 CARQUEST AUTO PARTS 124.98
AP - 00316703 11/8/2011 CARQUEST AUTO PARTS 67.77
AP - 00316703 11/8/2011 CARQUEST AUTO PARTS 22.67
AP - 00316704 11/8/2011 CARSON, DANIEL 2,300.00
AP = 00316706 1 (/8/2011 CENTRE FOR ORGANIZATION EFFECTIVENESS 798.00 '
AP - 00316725 ] 1/8/2011 EMPLOYMENT DEVELOPMENT DEPT. 6,750.00
AP - 00316728 11/8/2011 FALCON, BRIAN 125.00
AP - 00316728 11/8/2011 FALCON, BRIAN 80.00
AP - 00316749 11/8/2011 HOLLOWAY, DAN 77.53
AP - 00316751 11/8/2011 HSBC BUSINESS SOLUTIONS 59.24
AP - 00316769 11/8/2011 LIGHTHOUSE, THE 150.85
AP - 00316773 11/8/2011 COWES COMPANIES INC. 67.23
AP - 00316773 11/8/2011 COWES COMPANIES INC. 36.14
AP - 00316773 11/8/2011 COWES COMPANIES INC. 37.10
AP - 00316773 11/8/2011 COWES COMPANIES INC. 188.49
AP - 00316773 11/8/2011 COWES COMPANIES INC. 582.38
AP - 00316773 11/8/2011 COWES COMPANIES INC. 43.38
AP - 00316773 11/8/201 ] COWES COMPANIES INC. 22.41
AP - 00316773 11/8/2011 COWES COMPANIES INC. 8.22
AP - 00316773 11/8/2011 COWES COMPANIES INC. 9.03
AP - 00316773 11/8/2011 COWES COMPANIES INC. 97.98
AP - 00316773 11/8/2011 COWES COMPANIES INC. 11.71
AP - 00316788 11/8/2011 NEXTEL 39.99
AP - 00316820 11/8/2011 RED WING SHOE STORE 185.95
AP - 00316826 11/8/2011 SAFE-ENTRY TECHNICAL INC 721.03
AP - 00316826 11/8/2011 SAFE-ENTRY TECHNICAL INC 521.73
AP - 00316826 11/8/2011 SAFE-ENTRY TECHNICAL INC 107.13
AP - 00316828 11/8/2011 SAN BERNARDINO CTY FIRE PROTECTION DIS' 819.45
AP - 00316829 11/8/2011 SAN BERNARDINO CTY 3,168.50
AP - 00316829 11/8/2011 SAN BERNARDINO CTY 2,534.80
AP - 00316829 l 1/8/2011 SAN BERNARDINO CTY 633.70
AP - 00316830 11/8/2011 SAN BERNARDINO NATIONAL FOREST 20.00
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 815.95
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 1,989.62
AP - 00316852 11/8/2011 SUNSET PRINTING AND ADV SPEC CO 1,388.51
AP - 00316866 l 1/8/2011 VAN GAALEN LOCK & KEY 363.56
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 475.03
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 37.05
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 37.05
AP - 00316870 11/8/201 ] VERIZON CALIFORNIA 475.03
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 19.54
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 111.16
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 111.16
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 19.55
AP - 00316886 1 V8/2011 ZBINDEN, JONATHAN 200.00
AP - 00316889 11/8/2011 EMPLOYMENT DEVELOPMENT DEPT. 6,750.00
AP - 00316891 11/9/2011 AIRGAS WEST 505.32
AP - 00316898 11/9/201 I EMCOR SERVICE 511.72
AP - 00316902 11/9/2011 INTERSTATE BATTERIES 56.40
AP - 00316902 l 1/9/2011 INTERSTATE BATTERIES 204.81
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RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316903 11/9/2011 NEC UNIFIED SOLUTIONS INC 1,493.50
AP - 00316913 11/16/2011 ALL CITIES TOOLS 129.30
AP-00316918 11/16/2011 ALSCO 253.32
AP - 00316918 11/16/2011 ALSCO 210.30
AP - 00316918 11/16/2011 ALSCO 254.35
AP - 00316918 11/16/2011 ALSCO 380.03
AP - 00316918 11/16/2011 ALSCO ~ 337.13
AP-00316918 11/16/2011 ALSCO 222.59
AP-00316918 11/16/2011 ALSCO 315.22
AP - 0031694] 11/16/2011 CARQUEST AUTO PARTS 41.47
AP - 00316941 11/16/2011 CARQUEST AUTO PARTS 12.59
AP - 00316941 11/16/2011 CARQUEST AUTO PARTS 60.23
AP - 00316976 11/16/2011 FALCON, BRIAN 180.00
AP - 00316982 11/16/2011 FRANKLIN TRUCK PARTS 55.15
AP - 00316994 11/16/2011 HOSE MAN INC 74.09
AP - 00316994 11/16/2011 HOSE MAN INC 40.08
AP - 00316998 11/16/2011 HOYT LUMBER CO., SM 24.23
AP - 00316995 11/16/2011 HOYT LUMBER CO., SM 23.49
AP - 00316995 11/16/2011 HOYT LUMBER CO., SM 435.42
AP - 00317017 l 1/16/2011 KME FIRE APPARATUS 35.23
AP - 00317019 11/16/2011 ZEAL, MICHAEL 20.00
AP - 00317019 11/16/2011 LEAL, MICHAEL 150.00
AP - 00317019 11/16/2011 LEAL, MICHAEL 125.00
AP - 00317020 11/16/2011 LEBA, QUANG 250.00
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 2,555.24
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 2,004.74
AP - 00317048 11/16/2011 NEXTEL 37.61
AP - 00317077 11/16/2011 SAN ANTONIO COMMUNITY HOSPITAL 60.00
AP - 00317087 11/16/2011 SC FUELS 1,828.95
AP - 00317089 11/16/2011 SCOTT MCLEOD PLUMBING INC 308.67
AP - 00317089 11/16/2011 SCOTT MCLEOD PLUMBING INC 159.01
AP - 00317098 11/16/2011 SMART AND FINAL 119.65
AP-00317099 11/16/2011 SONETICSCORPORATION 297.15
AP - 00317100 11/16/2011 SORENSEN, SCOTT D 50.00
AP - 00317108 l 1/16/201 I SOUTHERN CALIFORNIA EDISON 938.40
AP - 00317115 11/16/2011 STRESS LESS EXPRESS LLC 90.00
AP - 00317115 11/16/2011 STRESS LESS EXPRESS LLC 426.60
AP - 00317133 11/16/2011 VALLEY POWER SYSTEMS INC 202.02
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 111.32
AP - 00317135 11/16/201 I VERIZON CALIFORNIA 473.73
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 18.60
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 38.26
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 343.63
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 343.63
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 171.82
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 27.45
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 21.96
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 21.96
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 10.99
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 27.45
AP - 00317143 11/16/2011 WHITE NELSON DIEHL EVANS LLP 275.00
AP - 00317151 11/17/2011 AIRGAS WEST 17.34
AP - 00317151 11/17/2011 AIRGAS WEST 153.25
AP - 00317151 11/17/2011 AIRGAS WEST 37.01
P4
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RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Agenda Check Register
I1/8/2011through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00317154 11/17/201 I COMP U ZONE 42.41
AP - 00317161 11/17/2011 SUNRISE FORD 436.00
AP - 00317172 11/22/2011 ACE WEED ABATEMENT INC 660.00
AP - 00317194 11/22/2011 ASR CONSTRUCTORS 344,725.84
AP - 00317194 11/22/2011 ASR CONSTRUCTORS -16,503.90
AP - 00317194 11/22/2011 ASR CONSTRUCTORS -34,472.58
AP - 00317202 11/22/2011 BAUER COMPRESSORS 1,989.13
AP - 00317206 11/22/2011 BOUND TREE MEDICAL LLC. 806.67
AP - 00317209 11/22/2011 CARQUEST AUTO PARTS 117.19
AP - 00317209 11/22/201 ] CARQUEST AUTO PARTS 10.45
AP - 00317209 11/22/2011 CARQUEST AUTO PARTS 10.45
AP - 00317216 11/22/2011 CHINO MOWER AND ENGINE SERVICE 19.00
AP - 00317218 11/22/2011 CITIBANK 34,472.58
AP - 00317222 11/22/2011 CLOUGHESY, DONALD 36.00
AP - 00317226 11/22/2011 COMEAU, CHAD 50.00
AP - 00317226 11/22/2011 COMEAU, CHAD 184.00
AP - 00317226 11/22/2011 COMEAU, CHAD 125.00
AP - 00317226 l 1 /22/2011 COMEAU, CHAD 150.00
AP - 00317226 11/22/2011 COMEAU, CHAD 125.00
AP - 00317226 11/22/2011 COMEAU, CHAD 20.00
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 186.59
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 160.12
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 642.84
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 92.00
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 169.53
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 173.47
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 73.60
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 55.20
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 601.07
AP - 00317256 11/22/2011 EIGHTH AVENUE ENTERPRISE LLC 2,434.72
AP - 00317263 l 1/22/2011 FEDERAL EXPRESS CORP 28.09
AP - 00317264 11/22/2011 FIREMASTER 350.25
AP - 00317266 11/22/2011 FISHER SCIENTIFIC 597.37
AP - 00317268 11/22/2011 FLEET SERVICES INC. 110.70
AP - 00317268 11/22/2011 FLEET SERVICES INC. -21.21
AP - 00317271 11/22/2011 FRANKLIN TRUCK PARTS 75.04
AP - 00317271 11/22/2011 FRANKLIN TRUCK PARTS 64.74
AP - 00317271 11/22/2011 FRANKLIN TRUCK PARTS 85.06
AP - 00317276 11/22/2011 GANDOLFO'S NY DELI ] 88.53
AP - 00317279 11/22/201 I GENERAL SERVICES ADMIN. 68.56
AP - 00317302 11/22/201 ] IMPACT INSTRUMENTATION INC 161.08
AP - 00317310 11/22/20] 1 ISG INFRASYS 93.06
AP - 00317310 11/22/2011 ISG INFRASYS 425.00
AP - 00317312 11/22/2011 JOHN STEWART COMPANY, THE 33.00
AP - 00317319 11/22/201 ] KME FIRE APPARATUS 103.10
AP - 00317319 11/22/201 I KME FIRE APPARATUS 110.28
AP - 00317319 11/22/201 I KME FIRE APPARATUS 193.09
AP - 00317319 11/22/201 ] KME FIRE APPARATUS 101.29
AP - 00317319 11/22/2011 KME FIRE APPARATUS 99.65
AP - 00317319 11/22/2011 KME FIRE APPARATUS 611.16
AP - 00317323 11/22/2011 LANDORF, RICHARD 150.00
AP - 00317324 11 /22/2011 LEAL, MICHAEL 50.00
AP - 00317324 11 /22/2011 LEAL, MICHAEL 184.00
AP - 00317325 11/22/2011 LIFE ASSIST INC 397.95
P5
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RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
P6
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amonnt
AP - 00317326 11/22/2011 LIGHTHOUSE, THE 161.20
AP - 00317329 .11/22/2011 LOMA LINDA UNIVERSITY 370.00
AP - 00317356 11/22/2011 OFFICE DEPOT -12.33
AP - 00317356 11/22/2011 OFFICE DEPOT 7.93
AP - 00317356 11/22/2011 OFFICE DEPOT 187.82
AP - 003]7359 11/22/2011 OLSON, BUZZ 200.00
AP - 00317359 11/22/2011 OLSON, BUZZ 50.00
AP - 00317366 11/22/2011 PATCHETT & ASSOCIATES 3,077.50
AP - 00317375 11/22/2011 QUALA TEL ENTERPRISES 663.96
AP - 00317389 11/22/2011 SAN BERNARDINO COUNTY 3,168.50
AP - 00317389 11/22/2011 SAN BERNARDINO COUNTY 2,534.80
AP - 00317389 11/22/2011 SAN BERNARDINO COUNTY 633.70
AP - 00317390 11/22/2011 SAN BERNARDINO COUNTY 346.98
AP - 00317392 11/22/2011 SCFMA 40.00
AP - 00317392 11/22/2011 SCFMA 40.00
AP - 00317392 11/22/2011 SCFMA 40.00
AP - 00317392 11/22/2011 SCFMA 40.00
AP - 00317392 11/22/2011 SCFMA 40.00
AP - 00317403 11/22/201 I SO CALIF GAS COMPANY 91.33
AP - 00317403 11/22/2011 SO CALIF GAS COMPANY 197.58
AP - 00317403 11/22/2011 SO CALIF GAS COMPANY 285.97
AP - 00317403 11/22/2011 SO CALIF GAS COMPANY 130.10
AP - 00317411 11/22/2011 TERMINIX PROCESSING CENTER 71.00
AP - 00317411 11/22/2011 TERMINIX PROCESSING CENTER 65.00
AP - 00317411 11/22/2011 TERMINIX PROCESSING CENTER ~ 48.75
AP - 00317411 11/22/201 I TERMINIX PROCESSING CENTER 81.00
AP - 00317411 11/22/2011 TERMINIX PROCESSING CENTER 37.00
AP - 00317411 11/22/2011 TERMINIX PROCESSING CENTER 37.00
AP - 00317419 11/22/2011 UNIFIRST UNIFORM SERVICE 58.79
AP - 00317419 11/22/2011 UNIFIRST UNIFORM SERVICE 58.79
AP - 00317419 11/22/2011 UNIFIRST UNIFORM SERVICE 58.79
AP - 00317431 11/22/2011 WAXIE SANITARY SUPPLY 717.70
AP - 00317431 11/22/2011 WAXIE SANITARY SUPPLY 538.27
AP - 00317431 11/22/2011 WAXIE SANITARY SUPPLY 538.27
AP - 00317438 11/22/2011 WESTPAC HEAVY DUTY OF CALIFORNIA LLC 70.95
AP - 00317440 11/22/2011 WINZER CORPORATION 112.84
AP - 00317453 11/23/2011 INTERSTATE BATTERIES 559.43
AP - 00317457 11/23/2011 KILMER, STEPHEN 1,020.40
AP - 00317458 11/23/2011 WALKER, KENNETH ~ 325.66
Total for Check ID AP: 412,247.96
EP - 00002154 11/23/2011 AHUMADA, ALEXANDER R 1,530.36
EP - 00002155 11/23/2011 ALMAND, LLOYD 759.32
EP - 00002156 11/23/2011 ARTHUR, VERA A. 174.30
EP - 00002157 11/23/2011 BANTAU, VICTORIA 377.23
EP - 00002158 11/23/2011 BAZAL, SUSAN 1,199.63
EP - 00002159 11/23/2011 BERRY, DAVID 760.00
EP - 00002160 11/23/2011 BILLINGS, ESTER 229.88
EP - 00002161 ] 1/23/2011 CARNES, KENNETH 608.30
EP - 00002162 11/23/2011 CLABBY, RICHARD 760.00
EP - 00002163 11/23/2011 CORCORAN, ROBERT 1,466.48
EP - 00002164 11/23/201 I COX, FAYE 174.30
EP - 00002165 11/23/201 I COX, KARL 759.32
EP - 00002166 11/23/2011 CRANE, RALPH 1,913.36
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RANCHO CUCAMONGA FIRE PROTECTION DISTRICT P7
A¢enda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name ~ Amount
EP - 00002167 11/23/2011 CROSSLAND, WILBUR 456.60
EP - 00002168 11/23/2011 DAGUE, JAMES 1,466.48
EP - 00002169 11/23/2011 DE ANTONIO, SUSAN 679.24
EP - 00002170 11/23/2011 DOMINICK, SAMUEL A. 1,466.48
EP - 00002171 11/23/2011 EAGLESON, MICHAEL 1,938.82
EP - 00002172 11/23/2011 FRITCHEY, JOHN D. 760.00
EP - 00002173 11/23/2011 HEYDE, DONALD 1,466.48
EP - 00002174 11/23/2011 INTERLICCHIA, ROSALYN 627.97
EP-00002]75 11/23/2011 LANE, WILLIAM 1,938.82
EP - 00002176 11/23/2011 LEE, ALLAN 1,368.46
EP - 00002177 11/23/2011 LENZE, PAUL E 1,184.02
EP - 00002178 11/23/2011 LONGO, JOE 174.30
EP - 00002179 11/23/2011 LUTTRULL, DARRELL 608.30
EP - 00002180 11/23/2011 MACKALL, BENJAMIN 174.30
EP - 00002181 11/23/2011 MAYFIELD, RON 2,519.77
EP - 00002182 11/23/201 I MCKEE, JOHN 1,942.75
EP - 00002183 11/23/2011 MCMILLEN, LINDA 439.37
EP - 00002184 11/23/2011 MCNEIL, KENNETH 1,913.36
EP - 00002185 11/23/2011 MICHAEL, L. DENNIS 1,466.48
EP - 00002186 11/23/201 I MORGAN, BYRON 1,933.73
EP - 00002187 11/23/2011 MYSKOW, DENNIS 760.00
EP - 00002188 11/23/2011 NAUMAN, MICHAEL 760.00
EP - 00002189 11/23/2011 NEE, RON 2,519.77
EP - 00002190 11/23/2011 NELSON, MARY JANE 174.30
EP - 00002191 11/23/2011 PLOUNG, MICHAEL J 760.00
EP - 00002192 11/23/2011 POST, MICHAEL R 1,548.12
EP - 00002193 11/23/2011 SALISBURY, THOMAS 760.00
EP - 00002194 11/23/2011 SMITH, RONALD 760.00
EP - 00002195 11/23/2011 SPAGNOLO, SAM 456.60
EP - 00002196 11/23/2011 SPAIN, WILLIAM 608.30
EP - 00002197 11/23/2011 SULLIVAN, JAMES 847.90
EP - 00002198 11/23/2011 TAYLOR, STEVE 1,184.02
EP - 00002199 11/23/2011 TULEY, TERRY 1,466.48
EP - 00002200 11/23/2011 VANDERKALLEN, FRANCIS 1,530.36
EP - 00002201 11/23/2011 WOLFE, DUANE 1,913.36
EP - 00002202 11/23/2011 YOWELL, TIMOTHY A 2,519.77
Total for Check ID EP: 53,807.19
Total for Entity: 466,055.15
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STAFF REPORT -
Rj\CFIO Cuc~~uoi\~c~+ Pi[tF' Pxo~re.crioN Dis'nuc'r
RANCHO
Date: December 7, 2011 C,UCAMONGA
To: President and Members of the Board of Directors
John R. Gillison, City Manager
From: Mike Bell, Fire Chief
By: Janet Walker, Management Analyst II
Subject: ADOPTION OF A RESOLUTION DECLARING RESULTS OF ASPECtAL ELECTION IN
COMMUNffY FACILfT1ES DISTRICT N0.85-1, ANNEXATION N0.113AND ORDERING THE
ANNEXATION OF SUCH PROPERTY TO COMMUNf1Y FACIILfIIES DISTRICT N0.85-1(CHASE
BANK-APN:1076-011-03)
RECOMMENDATION
Consideration of approval of a resolution declaring results of a special election in Community
Facilities District No. 85-1, Annexation No. 11-3 (a proposal to build a 4,207 sq.ft. bank building on
the northeast corner of Archibald Ave. and 19`" St.).
BACKGROUND
On October 5, 2011, the Board declared its intention to annex APN 1076-011-33 into CFD No. 85-1.
On November 16, 2011, a public hearing was held regarding the annexation and following such
hearing, the board of Directors adopted a resolution calling for a special election to submit the
qualified electors of the Annexation Territory a ballot measure pertaining to the authorization to levy
a special tax within the Annexation Territory. A special election was scheduled for November 17;
201 L
On November 17, 2011, the landowner submitted their ballot to the Board Secretary. The Board
Secretary has canvassed the ballot and completed the statement of votes cast (see Exhibit "A" of
Resolution). The Landowner cast their vote unanimously in favor of the levy of the special tax in the
Annexation Territory. Adoption of this resolution constitutes the formal action of the Board declaring
the results of the election and the annexation of the Annexation Territory to Community Facilities
District No. 85-1 and directs the recordation of an amendment to the existing Notice of Special Tax
Lien. By recordation of this amendment, prospective purchasers of property within the Annexation
Territory will have notice of the special tax obligation affecting such property.
Respectfully submitted,
ike Belj ~%;~~
Fire Chief
Attachments
1. Resolution
2. CFD 85-1 Map
P8
P9
RESOLUTION NO. FD 11-OS16
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO CUCAMONGA,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY
FACILTIES DISTRICT NO. 85-1, DECLARING THE RESULTS OF A
SPECIAL ELECTION IN COMMUNITY FACILITIES DISTRICT NO. 85-1,
ANNEXATION NO. 11-3 AND ORDERING THE ANNEXATION OF SUCH
PROPERTY TO COMMUNITY FACILITIES DISTRICT NO. 85-1
WHEREAS, the Board of Directors (the "Board") of the Rancho Cucamonga Fire Protection
District, California, has previously declared its intention and held and conducted proceedings relating to the
annexation of territory to an existing Community Facilities District pursuant to the terms and provisions of the
"Mello-Roos Community Facilities Act of 1982", being Chapter 2.5, Part 1, Division 2, Title 5 of the
Government Code of the State of California, and specifically Article 3.5 thereof. The existing Community
Facilities District has been designated as COMMUNITY FACILITIES DISTRICT NO. 85-1 (the "District");
and,
WHEREAS, the area proposed to be annexed is known and designated as COMMUNITY
FACILITIES DISTRICT NO. 85-1, ANNEXATION NO. 11-3 ("Annexation Territory"), and,
WHEREAS, the Board did call for and order to be held an election to submit to the qualified
voters of the Annexation Territory a proposition to levy a special tax in the Annexation Territory; and,
WHEREAS, at this time said election has been held and the measure voted upon did receive
the favorable 2/3's vote of the qualified voters, and the Board desires to declare the favorable results of the
election and to order the annexation of the Annexation Territory to the District.
NOW, THEREFORE, the Board of Directors of the Rancho Cucamonga Fire
Protection District does hereby resolve as follows:
SECTION 1. The above recitals are all true and correct.
SECTION 2. The Board hereby receives and approves the CERTIFICATE OF ELECTION
OFFICIAL AND STATEMENT OF VOTES CAST, as submitted by the Election
Official, said Statement setting forth the number of votes cast in the election, the
measure voted upon, and the number of votes given for and/or against the measure
voted upon. A copy of said Certificate and Statement is attached hereto marked
Exhibit "A", referenced and so incorporated.
SECTION 3. The Secretary is hereby directed to enter in the minutes of this meeting the results of
the election and the STATEMENT OF VOTES CAST.
SECTION 4. The Board hereby orders the annexation of the Annexation Territory to the District
and further determines that the Board is now authorized to levy the special taxes
within the Annexation Territory as approved and authorized by the qualified electors
of the Annexation Territory.
P70
SECTION 5. Immediately upon adoption of this Resolution, the AMENDMENT TO THE NOTICE
OF SPECIAL TAX LIEN (NOTICE OF ANNEXATION) shall be recorded in the Office
of the County Recorder.
PASSED, APPROVED AND ADOPTED this
AYES:
NOES:
ABSENT:
ABSTAINED:
ATTEST:
Janice C. Reynolds, Secretary
day of
2011.
L. Dennis Michael, President
I, JANICE C. REYNOLDS, SECRETARY of the Rancho Cucamonga Fire Protection
District, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the
Board of Directors of the Rancho Cucamonga Fire Protection District, at a regular meeting of said Board
held on the _ day of 2011.
Executed this _ day of 2011, at Rancho Cucamonga, California.
Janice C. Reynolds, Secretary
Resolution No. 11- -Page 2 of 3
P11
CERTIFICATE OF ELECTION OFFICIAL
AND STATEMENT OF VOTES CAST
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )SS
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT )
THE UNDERSIGNED, AS ELECTION OFFICIAL OF THE RANCHO CUCAMONGA FIRE
PROTECTION DISTRICT, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
DO HEREBY CERTIFY that pursuant to the provisions of Section 53326 of the Government
Code and the Elections Code of the State of California, I did canvass the returns of the votes cast
at the:
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
COMMUNITY FACILITIES DISTRICT NO. 85-]
ANNEXATION NO. 11-3
SPECIAL ELECTION
In said Fire Protection District held on November 17, 2011
I FURTHER CERTIFY that this Statement of Votes Cast shows the whole number of votes case
in said District, and the whole number of votes cast for the Measure in said District, and the
totals of the respective columns and the totals as shown for the Measure are full, true and correct.
I. TOTAL NUMBER OF VOTES CAST:
II. TOTAL NUMBER OF VOTES FOR
AND AGAINST PROPOSITION A
WITNESS my hand and official Seal this ! 7~ day of
FOR
AGAINST ~_
Electi Official
Rancho ucamong
State of California
2011.
Fire Protection District
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STAFF REPORT
R~INCHO CUC:IMONG~1 FIRE PROTECTION DISTRICT
Date: December 7, 2011
To: President and Members of the Board of Directors
John R. Gillison, City Manager
From: Mike Bell, Fire Chief
By: Janet Walker, Management Analyst II
RANCHO
C,UCAMONGA
Subject: ADOPTIONOFARESOLUTIONDECLARINGRESULTSOFASPECIALELECTIONIN
COMMUNf1Y FACILRIES DISTRICT N0.8rr1, ANNEXATION N0.11~t AND ORDERING THE
ANNEXATION OF SUCH PROPERTY TO COMMUNfN FACIILffIES DISTRICT N0.85.1(LAS710
& MAUREEN VASS,OWNERS-APN: 0207-0226)
Consideration of approval of a resolution declaring results of a special election in Community
Facilities District No. 85-1, Annexation No. 11-4 (a proposal to build a 2,500 sq.ft. single family
residence and 1,150 sq.ft. second dwelling unit on Red Hill Country Club Drive, west of Carnelian
Ave).
BACKGROUND
On October 5, 2011, the Board declared its intention to annex APN 0207-022-56 into CFD No. 85-1
On November 16, 2011, a public hearing was held regarding the annexation and following such
hearing, the board of Directors adopted a resolution calling for a special election to submit the
qualified electors of the Annexation Territory a ballot measure pertaining to the authorization to levy
a special tax within the Annexation Territory. A special election was scheduled for November 17,
2011.
On November 17, 2011, the landowner submitted their ballot to the Board Secretary. The Board
Secretary has canvassed the ballot and completed the statement of votes cast (see Exhibit "A" of
Resolution)..The Landowner cast their vote unanimously in favor of the levy of the special tax in the
Annexation Territory. Adoption of this resolution constitutes the formal action of the Board declaring
the results of the election and the annexation of the Annexation Territory to Community Facilities
District No. 85-1 and directs the recordation of an amendment to the existing Notice of Special Tax
Lien. By recordation of this amendment, prospective purchasers of property within the Annexation
Territory will have notice of the special tax obligation affecting such property.
Resp ffully sub ~ d,
Fire Chief
P13
Attachments
1. Resolution
2. CFD 85-1 Map
P14
RESOLUTION NO. FD 11-Oy7
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO CUCAMONGA,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY
FACILTIES DISTRICT NO. 85-1, DECLARING THE RESULTS OF A
SPECIAL ELECTION IN COMMUNITY FACILITIES DISTRICT NO. 85-1,
ANNEXATION NO. 11-4 AND ORDERING THE ANNEXATION OF SUCH
PROPERTY TO COMMUNITY FACILITIES DISTRICT NO. 85-1
WHEREAS, the Board of Directors (the "Board") of the Rancho Cucamonga Fire Protection
District, California, has previously declared its intention and held and conducted proceedings relating to the
annexation of territory to an existing Community Facilities District pursuant to the terms and provisions of the
"Mello-Roos Community Facilities Act of 1982", being Chapter 2.5, Part 1, Division 2, Title 5 of the
Government Code of the State of California, and specifically Article 3.5 thereof. The existing Community
Facilities District has been designated as COMMUNITY FACILITIES DISTRICT NO. 85-1 (the "District");
and,
WHEREAS, the area proposed to be annexed is known and designated as COMMUNITY
FACILITIES DISTRICT NO. 85-1, ANNEXATION NO. 11-4 ("Annexation Territory'), and,
WHEREAS, the Board did call for and order to be held an election to submit to the qualified
voters of the Annexation Territory a proposition to levy a special tax.in the Annexation Territory; and,
WHEREAS, at this time said election has been held and the measure voted upon did receive
the favorable 2/3's vote of the qualified voters, and the Board desires to declare the favorable results of the
election and to order the annexation of the Annexation Territory to the District.
NOW, THEREFORE, the Board of Directors of the Rancho Cucamonga Fire
Protection District does hereby resolve as follows:
SECTION 1. The above recitals are all true and correct.
SECTION 2. The Board hereby receives and approves the CERTIFICATE OF ELECTION
OFFICIAL AND STATEMENT OF VOTES CAST, as submitted by the Election
Official, said Statement setting forth the number of votes cast in the election, the
measure voted upon, and the number of votes given for and/or against the measure
voted upon. A copy of said Certificate and Statement is attached hereto marked
Exhibit "A", referenced and so incorporated.
SECTION 3. The Secretary is hereby directed to enter in the minutes of this meeting the results of
the election and the STATEMENT OF VOTES CAST.
SECTION 4. The Board hereby orders the annexation of the Annexation Territory to the District
and further determines that the Board is now authorized to levy the special taxes
within the Annexation Territory as approved and authorized by the qualified electors
of the Annexation Territory.
P15
SECTION 5. Immediately upon adoption of this Resolution, the AMENDMENT TO THE NOTICE
OF SPECIAL TAX LIEN (NOTICE OF ANNEXATION) shall be recorded in the Office
of the County Recorder.
PASSED, APPROVED AND ADOPTED this _ day of , 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael, President
ATTEST:
Janice C. Reynolds, Secretary
I, JANICE C. REYNOLDS, SECRETARY of the Rancho Cucamonga Fire Protection
District, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the
Board of Directors of the Rancho Cucamonga Fire Protection District, at a regular meeting of said Board
held on the _ day of 2011.
Executed this _ day of 2011, at Rancho Cucamonga, California.
Janice C. Reynolds, Secretary
Resolution No. 11- -Page 2 of 3
P16
CERTIFICATE OF ELECTION OFFICIAL
AND STATEMENT OF VOTES CAST
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )SS
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT )
THE UNDERSIGNED, AS ELECTION OFFICIAL OF THE RANCHO CUCAMONGA FIRE
PROTECTION DISTRICT, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
DO HEREBY CERTIFY that pursuant to the provisions of Section 53326 of the Government
Code and the Elections Code of the State of California, I did canvass the returns of the votes cast
at the:
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
COMMUNITY FACILITIES DISTRICT NO. 85-1
ANNEXATION NO. 11-4
SPECIAL ELECTION
In said Fire Protection District held on November 17, 2011.
I FURTHER CERTIFY that this Statement of Votes Cast shows the whole number of votes case
in said District, and the whole number of votes cast for the Measure in said District, and the
totals of the respective columns and the totals as shown for the Measure are full, true and correct.
I. TOTAL NUMBER OF VOTES CAST:
II. TOTAL NUMBER OF VOTES FOR
AND AGAINST PROPOSITION A
WITNESS my hand and official Seal this ~ day of
FOR
AGAINST ~_
2011.
Official
Ranch~Cucamonga Fire Protection District
State of California
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STAFF REPORT _
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
RANCHO
Date: December 7, 2011 CUCAMONGA
To: President and Members of the Board of Directors
John R. Gillison, City Manager
From: Mike Bell, Fire Chief
By: Janet Walker, Management Analyst II
Subject: APPROVAL TO ADOPT AN ANNEXATION MAP SHOWING ASSESSOR PARCEL
NUMBER 1100-191-05 (RANCHO VICTORIA MEADOWS, LLC), LOCATED ON THE
WEST SIDE OF EAST AVE., SOUTH OF VIA VENETO DR., WHICH IS PROPOSED TO
BE ANNEXED INTO CFD NO. 85-1
Adoption of a resolution adopting Annexation Map No. 11-6 showing property (located on
the west side of East Ave., south of Via Veneto Dr.) proposed to be annexed into
Community Facilities District (CFD) No. 85-1.
BACKGROUND
Rancho Victoria Meadows, LLC, owner of certain property (APN 1100-191-05) located
within the Fire Protection District, is conditioned to annex into Community Facilities District
(CFD) No. 85-1. In order to initiate formal proceedings to annex the referenced parcel into
CFD No. 85-1, a Resolution adopting an annexation map is presented for Board
consideration and approval. The annexation map (Exhibit "A") illustrates the territory
proposed to be annexed. The territor~7 is inclusive of the entire development project
proposed by the owner.
Respectfully submitted,
Mike Bell .
Fire Chief
P18
Attachments
1. Annexation Map
2. Resolution
EXHIBIT 'A'
ANNEXATION MAP N0.__ OF exEEr (oF t w¢Ers
COMMUNITY FACILITIES DISTRICT N0. 85-1
OF THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT ocroeEn:on
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA
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P19
P20
RESOLUTION NO. FD 11- ~'yS
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT,
RANCHO CUCAMONGA, CALIFORNIA, ACTING AS THE
LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT
NO. 85-1, ADOPTING AN ANNEXATION MAP (ANNEXATION
NO. 11-5) SHOWING PROPERTY PROPOSED TO BE ANNEXED
TO COMMUNITY FACILITIES DISTRICT NO. 85-1
WHEREAS, the BOARD OF DIRECTORS of the RANCHO CUCAMONGA FIRE
PROTECTION DISTRICT (the "Board of Directors"), desires to initiate
proceedings to annex territory to an existing Community Facilities District
pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act
of 1982", being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of
the State of California, and specifically Article 3.5 thereof. The existing
Community Facilities District has been designated as COMMUNITY FACILITIES
DISTRICT NO. 85-1 (the "District"); and,
WHEREAS, there has been submitted a map entitled "Annexation Map No. 11-6 to
Community Facilities District No. 85-1, Rancho Cucamonga Fire Protection
District, County of San Bernardino, State Of California" (the "Annexation Map")
showing the territory proposed to be annexed to the District (the "Territory").
NOW, THEREFORE, the Board of Directors of the Rancho Cucamonga Fire Protection District
does hereby resolve as follows:
SECTION 1: The above recitals are all true and correct.
SECTION 2: The Annexation Map showing the Territory proposed to be
annexed to the District and to be subject to the levy of a special
tax is hereby approved and adopted.
SECTION 3: A certificate shall be endorsed on the original and on at least one
(1) copy of the Annexation Map, evidencing the date and adoption
of this Resolution, and within fifteen (15) days after the adoption of
the Resolution fixing the time and place of the hearing on the
intention to annex or extent of the annexation to the District, a
copy of such map shall be filed with the correct and proper
endorsements thereon with the County Recorder, all in the
manner and form provided for in Section 3111 of the Streets and
Highways Code of the State of California.
P21
PASSED, APPROVED and ADOPTED this _ day of , 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael, President
ATTEST:
Janice C. Reynolds, Secretary
I, JANICE C. REYNOLDS, SECRETARY of the Rancho Cucamonga Fire Protection
District, do hereby certify that the foregoing Resolution was duly passed, approved, and
adopted by the Board of Directors of the Rancho. Cucamonga Fire Protection District, at a
regular meeting of said Board held on the _ day of 2011.
Executed this _ day of 2011 at Rancho Cucamonga, California.
Janice C. Reynolds, Secretary
Resolution No. FD 11- -Page 2 of 2
STAFF REPORT -
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
RANCHO
Date: December 7, 2011 GUCAMONGA
To: President and Members of the Board of Directors
John R. Gillison, City Manager
From: Mike Bell, Fire Chief
By: Janet Walker, Management Analyst II
Subject: APPROVALTOADOpTARESOLUTIONOFINTENTIONTOANNIXTERRRORYREFERREDTO
AS ANNEXATION N0.11$ (APN:1100.191-05-RANCHO VICTORIA MEADOWS, LLC) INTO
COMMUNffY FACILITIES DISTRICT N0.85.1, SPEGF1fING SERVICES PROPOSED TO BE
FINANCED, TO SET AND SPECIFY THE SPECIAL TAXES PROPOSED TO BE LEVIED WffHIN THE
ANNEXATION TERRfTORYAND SET ATIME AND PLACE FORA PUBLIC HEARING RELATED
TO THE ANNEXATION
RECOMMENDATION
Adoption of a Resolution of Intention to Annex Territory referred to as Annexation No. 11-6
into Community Facilities District No. 85-1 (the "District"), to specify the services to be
financed, to set and specify the rate and method of apportionment of the special taxes
proposed to be levied within the territory proposed to be annexed and to set a time and
place for a public hearing regarding the annexation.
BACKGROUND
Rancho Victoria Meadows, LLC, owner of certain property (APN 1100-191-05) within the
Fire Protection District (the "Territory"), is conditioned by the City and Fire Protection
District to annex such property into the existing Community Facilities District (CFD) No.
85-1 to satisfy fire protection service mitigation impacts. In order to initiate formal
annexation proceedings, the Fire Board is being asked to adopt a resolution approving an
annexation map of the territory proposed to be annexed and a Resolution of Intention to
Annex.
The Resolution of Intention generally sets forth: (a) the District's intention to annex the
Territory to the District; (b) the facilities and services which will, in part, be financed (Exhibit
"A" of said Resolution) through the levy of the special tax on the Territory if annexed; (d)
the rate and method of apportionment of the proposed special tax (Exhibit "B" of said
Resolution); (e) the date, time and location of the public hearing set for January 18, 2012
and (f) election requirements.
P22
Warren Diven, Special Counsel for the District, has worked with staff to establish the
annexation process, timelines and draft resolutions. The resolution is considered to be
P23
RESOLUTION OF INTENTION TO ANNEX
DECEMBER 7, 2011
routine and non-controversial, as the property owners are in support of the annexation
procedure. On January 18, 2012, there will be a public hearing for public inpuUconcerns on
this matter.
Respectfully subm/itte4d,
nG~~ i'
Mike Bell l/
Fire Chief
Attachments
1. Resolution
2. CFD 85-1 Map
P24
RESOLUTION NO. FD 11-0~/q
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO CUCAMONGA,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY
FACILITIES DISTRICT NO. 85-1, DECLARING ITS INTENTION TO
AUTHORIZE THE ANNEXATION OF TERRITORY (ANNEXATION NO.
11-8) TO COMMUNITY FACILITIES DISTRICT NO. 85-1
WHEREAS, the BOARD OF DIRECTORS of the RANCHO CUCAMONGA FIRE PROTECTION
DISTRICT, CALIFORNIA, ("Board of Directors"), formed a Community Facilities District
pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act of 1982",
being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of
California (the "Act"). The Community Facilities District has been designated as
COMMUNITY FACILITIES DISTRICT NO. 85-1 (the "District"); and,
WHEREAS, the Board of Directors desires to initiate proceedings to consider the annexation of certain
real property to the District (the "Territory'); and
WHEREAS, a map entitled "Annexation Map No. 11-6 to Community Facilities District No. 85-1 Rancho
Cucamonga Fire Protection District, County of San Bernardino, State of California" (the
"Annexation Map') showing the Territory proposed to be annexed to the District has been
submitted, which map has been previously approved and a copy of the map shall be kept on
file with the transcript of these proceedings; and
WHEREAS, this Board of Directors now desires to proceed to adopt its Resolution of Intention to annex
the Territory to District, to describe the territory included within District and the Territory
proposed to be annexed thereto, to specify the facilities and services to be financed from the
proceeds of the levy of special taxes within the Territory, to set and specify the special taxes
that would be levied within the Territory to finance such facilities and services, and to set a
time and place for a public hearing relating to the annexation of the Territory to the District.
NOW, THEREFORE, the Board of Directors of the Rancho Cucamonga Fire Protection District does hereby
resolve as follows:
RECITALS
SECTION 1: The above recitals are all true and correct.
LEGAL AUTHORITY
SECTION 2: These proceedings for annexation are initiated by this Board of Directors
pursuant to the authorization of the Act.
INTENTION TO ANNEX; DESCRIPTION OF TERRITORY AND THE DISTRICT
SECTION 3. This legislative body hereby determines that the public convenience and
necessity requires that the Territory be added to the District and this Board of
Directors declares its intention to annex the Territory to the District.
P25
A description of the Territory is as follows
All that property within the Territory proposed to be annexed
to the District, as such property is shown on the Annexation
Map as previously approved by this legislative body, a copy of
which is on file in the Office of the Secretary and shall remain
open for public inspection.
A general description of the territory included in the District is hereinafter
described as follows:
All that property and territory as originally included within the
District and as subsequently annexed to the District, as such
properties were shown on maps of the original District and
the territories subsequently annexed to the District, all as
approved by this Board of Directors and designated by the
name of the original District. Copies of such maps are on file
in the Office of the Secretary and have also been filed in the
Office of the County Recorder.
SERVICES AND FACILITIES AUTHORIZED TO BE FINANCED BY THE DISTRICT
SECTION 4: The services that are authorized to be financed by the District from the
proceeds of special taxes levied within the existing District are generally
described as the performance by employees of functions, operations,
maintenance, and repair activities in order to provide fire protection and
suppression services to the territory within the existing District.
The District shall finance all direct, administrative and incidental annual costs
and expenses necessary to provide the Services.
The services proposed to be provided within the Territory and to be financed
by the District from the proceeds of special taxes levied within Territory are
generally described in Exhibit A attached hereto and incorporated herein by
this reference (the "Services"). If and to the extent feasible the services shall
be provided in common within the existing District and the Territory.
The facilities that are authorized to be financed by the District from the
proceeds of special taxes levied within the existing District are generally
described as (a) the acquisition of land for fire stations, (b) design and
construction of fire stations and (c) purchase and acquisition of fire
suppression apparatus and equipment.
The facilities proposed to be financed by the District from the proceeds of
special taxes levied in the Territory are generally described in Exhibit A
attached hereto and incorporated herein by this reference. If and to the
extent that it is feasible the facilities shall be provided in common for the
existing District and the Territory.
Resolution No. 11- -Page 2 of 9
P26
SPECIAL TAXES
SECTION 5: It is the further intention of this Board of Directors body that, except where
funds are otherwise available, a special tax sufficient to pay for the Services,
Facilities and related incidental expenses authorized by the Act, secured by
recordation of a continuing lien against all non-exempt real property in the
Territory, will be levied annually within the boundaries of such Territory. For
further particulars as to the rate and method of apportionment of the
proposed special tax, reference is made to Exhibit B (the "Special Tax
Formula"), which is attached hereto and incorporated herein by this reference
and which sets forth in sufficient detail the method of apportionment of such
special tax to allow each landowner or resident within the proposed Territory
to clearly estimate the maximum amount that such person will have to pay.
The special tax proposed to be levied within the Territory shall be equal to
the special tax levied to pay for the Services and Facilities in the existing
District, except that a higher or lower special tax may be levied within the
Territory to the extent that the actual cost of providing the Services and
Facilities in the Territory is higher or lower than the cost of providing those
Services and Facilities in the existing District. Notwithstanding the foregoing,
the special tax may not be levied at a rate which is higher than the maximum
special tax authorized to be levied pursuant to the Special Tax Formula.
The special taxes herein authorized shall be collected in the same manner
as ad valorem property taxes and shall be subject to the same penalties,
procedure, sale and lien priority in any case of.delinquency, as applicablefor
ad valorem taxes; however, as applicable, this legislative body may, by
resolution, establish and adopt an alternate or supplemental procedure as
necessary. Any special taxes that may not be collected on the County tax
roll shall be collected through a direct billing procedure by the Treasurer of
the Rancho Cucamonga Fire Protection District, acting for and on behalf of
the District.
Upon recordation of a Notice of Special Tax Lien pursuant to Section 3114.5
of the Streets and Highways Code of the State of California, a continuing lien
to secure each levy of the special tax shall attach to all non-exempt real
property in the Territory and this lien shall continue in force and effect until
the special tax obligation is prepaid and permanently satisfied and the lien
canceled in accordance with law or until collection of the tax by the legislative
body ceases.
The maximum special tax rate authorized to be levied within the District shall
not be increased as a result of the annexation of the Territory to the District.
Resolution No. 11- -Page 3 of 9
P27
PUBLIC HEARING
SECTION 6: NOTICE IS GIVEN THAT ON THE 18th DAY OF JANUARY 2012, AT THE
HOUR OF 7:00 O'CLOCK P.M., IN THE REGULAR MEETING PLACE OF
THE LEGISLATIVE BODY, BEING THE COUNCIL CHAMBERS, 10500
CIVIC CENTER DRIVE, RANCHO CUCAMONGA, CALIFORNIA, A PUBLIC
HEARING WILL BE HELD WHERE THIS LEGISLATIVE BODY WILL
CONSIDER THE AUTHORIZATION FOR THE ANNEXATION OF THE
TERRITORY TO THE DISTRICT, THE PROPOSED RATE AND METHOD
OF APPORTIONMENT OF THE SPECIAL TAX TO BE LEVIED WITHIN
THE TERRITORY AND ALL OTHER MATTERS AS SET FORTH IN THIS
RESOLUTION OF INTENTION.
AT SUCH PUBLIC HEARING, THE TESTIMONY OF ALL INTERESTED
PERSONS FOR OR AGAINST THE ANNEXATION OF THE TERRITORY
OR THE LEVYING OF SPECIAL TAXES WITHIN THE TERRITORY WILL
BE HEARD.
AT SUCH PUBLIC HEARING, PROTESTS AGAINST THE PROPOSED
ANNEXATION OF THE TERRITORY, THE LEVY OF SPECIAL TAXES
WITHIN THE TERRITORY OR ANY OTHER PROPOSALS CONTAINED IN
THIS RESOLUTION MAY BE MADE ORALLY BY ANY INTERESTED
PERSON. ANY PROTESTS PERTAINING TO THE REGULARITY OR
SUFFICIENCY OF THE PROCEEDINGS SHALL BE IN WRITING AND
SHALL CLEARLY SET FORTH THE IRREGULARITIES OR DEFECTS TO
WHICH OBJECTION IS MADE. ALL WRITTEN PROTESTS SHALL BE
FILED WITH THE SECRETARY PRIOR TO THE TIME FIXED FOR THE
PUBLIC HEARING. WRITTEN PROTESTS MAY BE WITHDRAWN AT
ANY TIME BEFORE THE CONCLUSION OF THE PUBLIC HEARING.
MAJORITY PROTEST
SECTION 7: If (a) 50% or more of the registered voters, or six (5) registered voters,
whichever is more, residing within the District, (b) 50% or more of the
registered voters, or six (6) registered voters, whichever is more, residing
within the Territory, (c) owners of one-half or more of the area of land in the
territory included in the District, or (d)owners of one-half or more of the area
of land included in the Territory, file written protests against the proposed
annexation of the Territory to the District and such protests are not withdrawn
so as to reduce the protests to less than a majority, no further proceedings
shall be undertaken for a period of one year from the date of the decision by
the Board of Directors on the issues discussed at the public hearing.
Resolution No. 11- -Page 4 of 9
P28
ELECTION
SECTION 8: Upon the conclusion of the public hearing, if the legislative body determines
to proceed with the annexation, a proposition shall be submitted to the
qualified electors of the Territory. The vote shall be by registered voters
within the Territory; however, if there are less than 12 registered voters, the
vote shall be by landowners, with each landowner having one vote per acre
or portion thereof within the Territory.
NOTICE
SECTION 9: Notice of the time and place of the public hearing shall be given by the
Secretary by publication in a legally designated newspaper of general
circulation, said publication pursuant to Section 6061 of the Government
' Code, with said publication to be completed at least seven (7) days prior to
the date set for the public hearing.
A copy of this Resolution shall be transmitted to the City Council of the City of Rancho
Cucamonga as required by the Act.
Resolution No. 11- -Page 5 of 9
P29
PASSED, APPROVED and ADOPTED this day of , 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael, President
ATTEST:
Janice C. Reynolds, Secretary
I, JANICE C. REYNOLDS, SECRETARY of the Rancho Cucamonga Fire Protection District, do
hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the Board of
Directors of the Rancho Cucamonga Fire Protection District, at a regular meeting of said Board held on
the _ day of 2011.
Executed this day of 2011, at Rancho Cucamonga, California
Janice C. Reynolds, Secretary
Resolution No. 11- -Page 6 of 9
P30
EXHIBIT 'A'
COMMUNITY FACILITIES DISTRICT NO. 85-1
DESCRIPTION OF THE SERVICES AND FACILITIES
The Services.
It is the intention of the Board of Directors to finance certain types of fire services (the "Services")that are in
addition to those currently provided in or required for the Territory and are necessary to meet the increased
demand for such fire services resulting from new development within the Territory and will not be replacing
services already available to the Territory. A general description of the Services to be financed is as follows:
The performance of functions, operations, maintenance and repair activities in order to
provide fire protection and suppression services to the Territory.
The Facilities.
It is the intention of this Board of Directors to finance the purchase, construction, expansion, improvement,
or rehabilitation of certain types of fire facilities (the "Facilities") that are in addition to those currently
provided to serve the Territory and are necessary to meet the increased demand for such fire services
resulting from new development within the Territory and will not be replacing facilities already available to
serve the Territory. A general description of the types of the Facilities to be financed is as follows:
Fire protection and suppression facilities and equipment, rescue equipment, with a useful life
of five (5) years or more, including collection and accumulation of funds to pay for
anticipated facilities cost shortfalls and reserves for repair and replacement to the extent that
such facilities are necessary to meet the increased demand for such facilities resulting from
new development within the Territory.
Resolution No. 11- -Page 7 of 9
P31
EXHIBIT 'B'
COMMUNITY FACILITIES DISTRICT NO. 85-1
ANNEXATION NO. 11-6
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
The rate and method of apportionment, limitations on and adjustment to the Special Tax shall be
as follows:
To pay for fire suppression services and to finance fire suppression facilities, the Maximum
Special Tax in Community Facilities District No. 85-1, Annexation No. 11-6 for Fiscal Year 2011-2012
shall be:
Structures Maximum Annual Special Tax
Residential 1 DU = ($151.71)
Multi-Family 2 DU: 1.75 = ($151.71)
3 DU: 2.25 = ($151.71)
4 DU: 2.65 = ($151.71)
5-14 DU: 2.65 = ($151.71) + {.35 (TU-4) ($151.71)}
15-30 DU: 6.15 = ($151.71) +{.30 (TU-14) ($151.71)}
31-80 DU: 10.65 = ($151.71) + {.25 (TU-30) ($151.71)}
81 - up DU: 23.15 = ($151.71) + {.20 (TU-80) ($151.71)}
Commercial ($151.71) per acre + $.082 per SF
Industrial ($151.71) per acre + $.100 per SF
Note: DU =Dwelling Unit
TU =Total Units
SF =Square Foot
ANNUAL ADJUSTMENT
The maximum Special Tax shall be annually adjusted commencing on July 1, 2011 and each
July 15` thereafter for (a) changes in the cost of living or (b) changes in cost of living and changes in
population as defined in Section 7901 of the Government Code, as amended, whichever is lesser.
Resolution No. 11- -Page 8 of 9
P32
REDUCTION IN SPECIAL TAX
Commercial and industrial structures shall be granted a .01 cent reduction in the Special Tax for
the installation of complete sprinkler systems. In addition, multi-floor commercial and industrial
structures shall also be granted a .01 cent reduction (not cumulative) in Special Tax for each separate
floor above or below the main ground floor of the structure.
LIMITATION ON SPECIAL TAX LEVY
The Special Tax shall only be levied on Developed Property. Developed Property is defined to
be property:
which is not owned by a public or governmental agency;
which is not vacant;
- where a "certificate of occupancy" or "utility release" from the City of Rancho Cucamonga has
been issued;
which has an existing building or structure onsite;
- which does not have as its sole use power transmission towers, railroad tracks, and flood control
facilities. Areas granted as easements for such purposes shall be subtracted from the total acreage of
the underlying lot.
The annual levy of the Special Tax shall be based upon an annual determination by the Board of
Directors of the Rancho Cucamonga Fire Protection District of the amount of other revenues available
to meet budget requirements. As used in this formula, "available revenue" shall include ad valorem
taxes, State of California augmentation, tax increment revenues received from the Redevelopment
Agency of the City of Rancho Cucamonga and any other source of revenue except the Special Tax.
The Board of Directors shall take all responsible steps to retain maximum Redevelopment Agency
funding to which, by agreement, they may lawfully receive. To the extent available revenues are
insufficient to meet budget requirements, the Board of Directors may levy the Special Tax.
For further particulars regarding the rate and method of apportionment of the Special Tax,
reference is made to the Final Report Mello-Roos Community Facilities District No. 85-1 for Fire
Suppression Facilities/Services -Foothill Fire Protection District, a copy of which is on file in the office
of the Fire Chief of the Rancho Cucamonga Fire Protection District.
Resolution No. 11- -Page 9 of 9
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STAFF REPORT
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Date: December 7, 2011
To: President and Members of the Board of Directors
John R. Gillison, City Manager
From: Mike Bell, Fire Chief
By: Janet Walker, Management Analyst II
RANCHO
cUCAMONGA
Subject: APPROVAL TO ADOPT AN ANNEXATION MAP SHOWING ASSESSOR PARCEL
NUMBERS 0208-153-12, 13 & 24 (CALIFORNIA LIBERTY INVESTMENT, LLC),
LOCATED ON NORTHEAST CORNER OF FOOTHILL BLVD. AND KLUSMAN AVE.,
WHICH IS PROPOSED TO BE ANNEXED INTO CFD NO. 85-1
RECOMMENDATION
Adoption of a resolution adopting Annexation Map No. 11-7 showing property (located on
the northeast corner of Foothill Blvd. and Klusman Ave.) proposed to be annexed into
Community Facilities District (CFD) No. 85-1.
BACKGROUND
California Liberty Investment, LLC, owner of certain property (APNs 0208-153-12, 13 & 24)
located within the Fire Protection District, is conditioned to annex into Community Facilities
District (CFD) No. 85-1. In order to initiate formal proceedings to annex the referenced
parcel into CFD No. 85-1, a Resolution adopting an annexation map is presented for Board
consideration and approval. The annexation map (Exhibit "A") illustrates the territory
proposed to be annexed. The territory is inclusive of the entire development project
proposed by the owner.
Respectfully submitted,
M.~
/~%~
Fire Chief
P34
Attachments
1. Annexation Map
2. Resolution
EXHIBIT 'A' P35
SxEfT t L3~ t
ANNEXATION MAP NO. OF
COMMUNITY FACILITIES DISTRICT NO.85-1
OF THE RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA
Note.' This Amexation Map shall govern for all details as to the extort of'the
territory annexed to the above referenced community facilities tlistrict.
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P36
RESOLUTION NO. FD 11-OSO
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT,
RANCHO CUCAMONGA, CALIFORNIA, ACTING AS THE
LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT
NO. 85-1, ADOPTING AN ANNEXATION MAP (ANNEXATION
NO. 11-7) SHOWING PROPERTY PROPOSED TO BE ANNEXED
TO COMMUNITY FACILITIES DISTRICT NO. 85-1
WHEREAS, the BOARD OF DIRECTORS of the RANCHO CUCAMONGA FIRE
PROTECTION DISTRICT (the "Board of Directors"), desires to initiate
proceedings to annex territory to an existing Community Facilities District
pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act
of 1982", being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of
the State of California, and specifically Article 3.5 thereof. The existing
Community Facilities District has been designated as COMMUNITY FACILITIES
DISTRICT NO. 85-1 (the "District"); and,
WHEREAS, there has been submitted a map entitled "Annexation Map No. 11-7 to
Community Facilities District No. 85-1, Rancho Cucamonga Fire Protection
District, County of San Bernardino, State Of California" (the "Annexation Map")
showing the territory proposed to be annexed to the District (the "Territory").
NOW, THEREFORE, the Board of Directors of the Rancho Cucamonga Fire Protection District
does hereby resolve as follows:
SECTION 1: The above recitals are all true and correct.
SECTION 2: The Annexation Map showing the Territory proposed to be
annexed to the District and to be subject to the levy of a special
tax is hereby approved and adopted.
SECTION 3: A certificate shall be endorsed on the original and on at least one
(1) copy of the Annexation Map, evidencing the date and adoption
of this Resolution, and within fifteen (15) days after the adoption of
the Resolution fixing the time and place of the hearing on the
intention to annex or extent of the annexation to the District, a
copy of such map shall be filed with the correct and proper
endorsements thereon with the County Recorder, all in the
manner and form provided for in Section 3111 of the Streets and
Highways Code of the State of California.
P37
PASSED, APPROVED and ADOPTED this _ day of , 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael, President
ATTEST:
Janice C. Reynolds, Secretary
I, JANICE C. REYNOLDS, SECRETARY. of the Rancho Cucamonga Fire Protection
District, do hereby certify that the foregoing Resolution was duly passed, approved, and
adopted by the Board of Directors of the Rancho Cucamonga Fire Protection District, at a
regular meeting of said Board held on the _ day of 2011.
Executed this _ day of 2011 at Rancho Cucamonga, California.,
Janice C. Reynolds, Secretary
Resolution No. FD 11- -Page 2 of 2
P38
STAFF REPORT
RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
RANCHO
Date: December 7, 2011 cUCAMONGA
To: President and Members of the Board of Directors
John R. Gillison, City Manager
From: Mike Bell, Fire Chief
By: Janet Walker, Management Analyst II
Subject: APPROVAL TO ADOPTARESOLtJiIONOFINTENiIONTOANNIXTERRRORYREFERREDTO
ASANNEXATION N0.11-7 (APNs:0208-15312,13824-CALJFORNIA LJBERTYINVESTiNENT,
LLC) INTO COMMUNfTY FACILITIES DISTRICT N0.8rr1, SPECIFYING SERVICES PROPOSED TO
BE FINANCED, TO SET AND SPEGFY THE SPECIAL TAXES PROPOSED TO BE LEVIED WffHIN
THE ANNEXATION TERRrrORYAND SETA TIME AND PLACE FORA PUBLIC HEARING
RELATED TO THE ANNEXATION
RECOMMENDATION
Adoption of a Resolution of Intention to Annex Territory referred to as Annexation No. 11-7
into Community Facilities District No. 85-1 (the "District"), to specify the services to be
financed, to set and specify the rate and method of apportionment of the special taxes
proposed to be levied within the territory proposed to be annexed and to set a time and
place for a public hearing regarding the annexation.
BACKGROUND
California Liberty Investment, LLC, owner of certain property (APN 0208-153-12, 13 8 24)
within the Fire Protection District (the "Territory"), is conditioned by the City and Fire
Protection District to annex such property into the existing Community Facilities District
(CFD) No. 85-1 to satisfy fire protection service mitigation impacts. In order to initiate
formal annexation proceedings, the Fire Board is being asked to adopt a resolution
approving an annexation map of the territory proposed to be annexed and a Resolution of
Intention to Annex.
The Resolution of Intention generally sets forth: (a) the District's intention to annex the
Territory to the District; (b) the facilities and services which will, in part, be financed (Exhibit
"A" of said Resolution) through the levy of the special tax on the Territory if annexed; (d)
the rate and method of apportionment of the proposed special tax (Exhibit "B" of said
Resolution); (e) the date, time and location of the public hearing set for January 18, 2012
and (f) election requirements.
Warren Diven, Special Counsel for the District, has worked with staff to establish the
annexation process, timelines and draft resolutions. The resolution is considered to be
P39
RESOLUTION OF INTENTION TO ANNEX
DECEMBER 7, 2011
routine and non-controversial, as the property owners are in support of the annexation
procedure. On January 18, 2012, there will be a public hearing for public input/concerns on
this matter.
Res~'p~e/ctfully submitted,
~G%'??/"
Mike Bell
Fire Chief
Attachments
1. Resolution
2. CFD 85-1 Map
P40
RESOLUTION NO. FD 11- OJr 1
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA FIRE PROTECTION DISTRICT, RANCHO CUCAMONGA,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY
FACILITIES DISTRICT NO. 85-1, DECLARING ITS INTENTION TO
AUTHORIZE THE ANNEXATION OF TERRITORY (ANNEXATION NO.
11-7) TO COMMUNITY FACILITIES DISTRICT NO. 85-1
WHEREAS, the BOARD OF DIRECTORS of the RANCHO CUCAMONGA FIRE PROTECTION
DISTRICT, CALIFORNIA, ("Board of Directors'), formed a Community Facilities District
pursuant to the terms and provisions of the "Mello-Roos Community Facilities Act of 1982",
being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of
California (the "Act"). The Community Facilities District has been designated as
COMMUNITY FACILITIES DISTRICT NO. 85-1 (the "District"); and,
WHEREAS, the Board of Directors desires to initiate proceedings to consider the annexation of certain
real property to the District (the "Territory"); and
WHEREAS, a map entitled "Annexation Map No. 11-7 to Community Facilities District No. 85-1 Rancho
Cucamonga Fire Protection District, County of San Bernardino, State of California" (the
"Annexation Map') showing the Territory proposed to be annexed to the District has been
submitted, which map has been previously approved and a copy of the map shall be kept on
file with the transcript of these proceedings; and
WHEREAS, this Board of Directors now desires to proceed to adopt its Resolution of Intention to annex
the Territory to District, to describe the territory included within District and the Territory
proposed to be annexed thereto, to specify the facilities and services to be financed from the
proceeds of the levy of special taxes within the Territory, to set and specify the special taxes
that would be levied within the Territory to finance such facilities and services, end to set a
time and place for a public hearing relating to the annexation of the Territory to the District.
NOW, THEREFORE, the Board of Directors of the Rancho Cucamonga Fire Protection District does hereby
resolve as follows:
RECITALS
SECTION 1: The above recitals are all true and correct.
LEGAL AUTHORITY
SECTION 2: These proceedings for annexation are initiated by this Board of Directors
pursuant to the authorization of the Act.
INTENTION TO ANNEX: DESCRIPTION OF TERRITORY AND THE DISTRICT
SECTION 3. This legislative body hereby determines that the public convenience and
necessity requires that the Territory be added to the District and this Board of
Directors declares its intention to annex the Territory to the District.
P41
A description of the Territory is as follows
All that property within the Territory proposed to be annexed
to the District, as such property is shown on the Annexation
Map as previously approved by this legislative body, a copy of
which is on file in the Office of the Secretary and shall remain
open for public inspection.
A general description of the territory included in the District is hereinafter
described as follows:
All that property and territory as originally included within the
District and as subsequently annexed to the District, as such
properties were shown on maps of the original District and
the territories subsequently annexed to the District, all as
approved by this Board of Directors and designated by the
name of the original District. Copies of such maps are on file
in the Office of the Secretary and have also been filed in the
Office of the County Recorder.
SERVICES AND FACILITIES AUTHORIZED TO BE FINANCED BY THE DISTRICT
SECTION 4: The services that are authorized to be financed by the District from the
proceeds of special taxes levied within the existing District are generally
described as the performance by employees of functions, operations,
maintenance, and repair activities in order to provide fire protection and
suppression services to the territory within the existing District.
The District shall finance all direct, administrative and incidental annual costs
and expenses necessary to provide the Services.
The services proposed to be provided within the Territory and to be financed
by the District from the proceeds of special taxes levied within Territory are
generally described in Exhibit A attached hereto and incorporated herein by
this reference (the "Services"). If and to the extent feasible the services shall
be provided in common within the existing District and the Territory.
The facilities that are authorized to be financed by the District from the
proceeds of special taxes levied within the existing District are generally
described as (a) the acquisition of land for fire stations, (b) design and
construction of fire stations and (c) purchase and acquisition of fire
suppression apparatus and equipment.
The facilities proposed to be financed by the District from the proceeds of
special taxes levied in the Territory are generally described in Exhibit A
attached hereto and incorporated herein by this reference. If and to the
extent that it is feasible the facilities shall be provided in common for the
existing District and the Territory.
Resolution No. 11- -Page 2 of 9
P42
SPECIAL TAXES
SECTION 5: It is the further intention of this Board of Directors body that, except where
funds are otherwise available, a special tax sufficient to pay for the Services,
Facilities and related incidental expenses authorized by the Act, secured by
recordation of a continuing lien against all non-exempt real property in the
Territory, will be levied annually within the boundaries of such Territory. For
further particulars as to the rate and method of apportionment of the
proposed special tax, reference is made to Exhibit B (the "Special Tax
Formula"),which is attached hereto and incorporated herein by this reference
and which sets forth in sufficient detail the method of apportionment of such
special tax to allow each landowner or resident within the proposed Territory
to clearly estimate the maximum amount that such person will have to pay.
The special tax proposed to be levied within the Territory shall be, equal to
the special tax levied to pay for the Services and Facilities in the existing
District, except that a higher or lower special tax may be levied within the
Territory to the extent that the actual cost of providing the Services and
Facilities in the Territory is higher or lower than the cost of providing those
Services and Facilities in the existing District. Notwithstanding the foregoing,
the special tax may not be levied at a rate which is higher than the maximum
special tax authorized to be levied pursuant to the Special Tax Formula.
The special taxes herein authorized shall be collected in the same manner
as ad valorem property taxes and shall be subject to the same penalties,
procedure, sale and lien priority in any case of delinquency, as applicable for
ad valorem taxes; however, as applicable, this legislative body may, by
resolution, establish and adopt an alternate or supplemental procedure as
necessary. Any special taxes that may not be collected on the County tax
roll shall be collected through a direct billing procedure by the Treasurer of
the Rancho Cucamonga Fire Protection District, acting for and on behalf of
the District.
Upon recordation of a Notice of Special Tax Lien pursuant to Section 3114.5
of the Streets and Highways Code of the State of California, a continuing lien
to secure each levy of the special tax shall attach to all non-exempt real
property in the Territory and this lien shall continue in force and effect until
the special tax obligation is prepaid and permanently satisfied and the lien
canceled in accordance with law or until collection of the tax by the legislative
body ceases.
The maximum special tax rate authorized to be levied within the District shall
not be increased as a result of the annexation of the Territory to the District.
Resolution No. 11- -Page 3 of 9
P43
PUBLIC HEARING
SECTION 6: NOTICE IS GIVEN THAT ON THE 18th DAY OF JANUARY 2012, AT THE
HOUR OF 7:00 O'CLOCK P.M., IN THE REGULAR MEETING PLACE OF
THE LEGISLATIVE BODY, BEING THE COUNCIL CHAMBERS, 10500
CIVIC CENTER DRIVE, RANCHO CUCAMONGA, CALIFORNIA, A PUBLIC
HEARING WILL BE HELD WHERE THIS LEGISLATIVE BODY WILL
CONSIDER THE AUTHORIZATION FOR THE ANNEXATION OF THE
TERRITORY TO THE DISTRICT, THE PROPOSED RATE AND METHOD
OF APPORTIONMENT OF THE SPECIAL TAX TO BE LEVIED WITHIN
THE TERRITORY AND ALL OTHER MATTERS AS SET FORTH IN THIS
RESOLUTION OF INTENTION.
AT SUCH PUBLIC HEARING, THE TESTIMONY OF ALL INTERESTED
PERSONS FOR OR AGAINST THE ANNEXATION OF THE TERRITORY
OR THE LEVYING OF SPECIAL TAXES WITHIN THE TERRITORY WILL
BE HEARD.
AT SUCH PUBLIC HEARING, PROTESTS AGAINST THE PROPOSED
ANNEXATION OF THE TERRITORY, THE LEVY OF SPECIAL TAXES
WITHIN THE TERRITORY OR ANY OTHER PROPOSALS CONTAINED IN
THIS RESOLUTION MAY BE MADE ORALLY BY ANY INTERESTED
PERSON. ANY PROTESTS PERTAINING TO THE REGULARITY OR
SUFFICIENCY OF THE PROCEEDINGS SHALL BE IN WRITING AND
SHALL CLEARLY SET FORTH THE IRREGULARITIES OR DEFECTS TO
WHICH OBJECTION IS MADE. ALL WRITTEN PROTESTS SHALL BE
FILED WITH THE SECRETARY PRIOR TO THE TIME FIXED FOR THE
PUBLIC HEARING. WRITTEN PROTESTS MAY BE WITHDRAWN AT
ANY TIME BEFORE THE CONCLUSION OF THE PUBLIC HEARING.
MAJORITY PROTEST
SECTION 7: If (a) 50% or more of the registered voters, or six (8) registered voters,
whichever is more, residing within the District, (b) 50% or more of the
registered voters, or six (8) registered voters, whichever is more, residing
within the Territory, (c) owners of one-half or more of the area of land in the
territory included in the District, or (d) owners of one-half or more of the area
of land included in the Territory, file written protests against the proposed
annexation of the Territory to the District and such protests are not withdrawn
so as to reduce the protests to less than a majority, no further proceedings
shall be undertaken for a period of one year from the date of the decision by
the Board of Directors on the issues discussed at the public hearing.
Resolution No. 11- -Page 4 of 9
P44
ELECTION
SECTION 8: Upon the conclusion of the public hearing, if the legislative body determines
to proceed with the annexation, a proposition shall be submitted to the
qualified electors of the Territory. The vote shall be by registered voters
within the Territory; however, if there are less than 12 registered voters, the
vote shall be by landowners, with each landowner having one vote per acre
or portion thereof within the Territory.
NOTICE
SECTION 9: Notice of the time and place of the public hearing shall be given by the
Secretary by publication in a legally designated newspaper of general
circulation, said publication pursuant to Section 6061 of the Government
Code, with said publication to be completed at least seven (7) days prior to
the date set for the public hearing.
A copy of this Resolution shall be transmitted to the City Council of the City of Rancho
Cucamonga as required by the Act.
Resolution No. 11- -Page 5 of 9
P45
PASSED, APPROVED and ADOPTED this day of , 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael. President
ATTEST:
Janice C. Reynolds, Secretary
I, JANICE C. REYNOLDS, SECRETARY of the Rancho Cucamonga Fire Protection District, do
hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the Board of
Directors of the Rancho Cucamonga Fire Protection District, at a regular meeting of said Board held on
the _ day of 2011.
Executed this day of 2011, at Rancho Cucamonga, California
Janice C. Reynolds, Secretary
Resolution No. 11- -Page 6 of 9
P46
EXHIBIT 'A'
COMMUNITY FACILITIES DISTRICT NO. 85-7
DESCRIPTION OF THE SERVICES AND FACILITIES
The Services.
It is the intention of the Board of Directors to finance certain types of fire services (the "Services") that are in
addition to those currently provided in or required for the Territory and are necessary to meet the increased
demand for such fire services resulting from new development within the Territory and will not be replacing
services already available to the Territory. A general description of the Services to be financed is as follows:
The performance of functions, operations, maintenance and repair activities in order to
provide fire protection and suppression services to the Territory.
The Facilities.
It is the intention of this Board of Directors to finance the purchase, construction, expansion, improvement,
or rehabilitation of certain types of fire facilities (the "Facilities") that are in addition to those currently
provided to serve the Territory and are necessary to meet the increased demand for such fire services
resulting from new development within the Territory and will not be replacing facilities already available to
serve the Territory. A general description of the types of the Facilities to be financed is as follows:
Fire protection and suppression facilities and equipment, rescue equipment, with a useful life
of five (5) years or more, including collection and accumulation of funds to pay for
anticipated facilities cost shortfalls and reserves for repairand replacement to the extent that
such facilities are necessary to meet the increased demand for such facilities resulting from
new development within the Territory.
Resolution No. 11- -Page 7 of 9
P47
EXHIBIT'S'
COMMUNITY FACILITIES DISTRICT NO. 85-1
ANNEXATION NO. 11-7
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
The rate and method of apportionment, limitations on and adjustment to the Special Tax shall be
as follows:
To pay for fire suppression services and to finance fire suppression facilities, the Maximum
Special Tax in Community Facilities District No. 85-1, Annexation No. 11-7 for Fiscal Year 2011-2012
shall be:
Structures Maximum Annual Saecial Tax
Residential 1 DU = ($151.71)
Multi-Family 2 DU: 1.75 = ($151.71)
3 DU: 2.25 = ($151.71)
4 DU: 2.65 _ ($151.71)
5-14 DU: 2.65 = ($151.71) + {.35 (TU-4) ($151.71)}
15-30 DU: 6.15 = ($151.71) + {.30 (TU-14) ($151.71)}
31-80 DU: 10.65 = ($151.71) + {.25 (TU-30) ($151.71)}
81 - up DU: 23.15 = ($151.71) + {.20 (TU-80) _ ($151.71)}
Commercial ($151.71) per acre + $.082 per SF
Industrial ($151.71) per acre + $.100 per SF
Note: DU =Dwelling Unit
TU =Total Units
SF =Square Foot
ANNUAL ADJUSTMENT
The maximum Special Tax shall be annually adjusted commencing on July 1, 2011 and each
July 151 thereafter for (a) changes in the cost of living or (b) changes in cost of living and changes in
population as defined in Section 7901 of the Government Code, as amended, whichever is lesser.
Resolution No. 11- -Page 8 of 9
P48
REDUCTION IN SPECIAL TAX
Commercial and industrial structures shall be granted a .01 cent reduction in the Special Tax for
the installation of complete sprinkler systems. In addition, multi-floor commercial and industrial
structures shall also be granted a .01 cent reduction (not cumulative) in Special Tax for each separate
floor above or below the main ground floor of the structure.
LIMITATION ON SPECIAL TAX LEVY
The Special Tax shall only be levied on Developed Property. Developed Property is defined to
be property:
which is not owned by a public or governmental agency;
which is not vacant;
- where a "certificate of occupancy" or "utility release" from the City of Rancho Cucamonga has
been issued;
which has an existing building or structure onsite;
- which does not have as its sole use power transmission towers, railroad tracks, and flood control
facilities. Areas granted as easements for such purposes shall be subtracted from the total acreage of
the underlying lot.
The annual levy of the Special Tax shall be based upon an annual determination by the Board of
Directors of the Rancho Cucamonga Fire Protection District of the amount of other revenues available
to meet budget requirements. As used in this formula, "available revenue" shall include ad valorem
taxes, State of California augmentation, tax increment revenues received from the Redevelopment
Agency of the City of Rancho Cucamonga and any other source of revenue except the Special Tax.
The Board of Directors shall take all responsible steps to retain maximum Redevelopment Agency
funding to which, by agreement, they may lawfully receive. To the extent available revenues are
insufficient to meet budget requirements, the Board of Directors may levy the Special Tax.
For further particulars regarding the rate and method of apportionment of the Special Tax,
reference is made to the Final Report Mello-Roos Community Facilities District No. 85-1 for Fire
Suppression Facilities/Services -Foothill Fire Protection District, a copy of which is on file in the office
of the Fire Chief of the Rancho Cucamonga Fire Protection District.
Resolution No. 11- -Page 9 of 9
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CITY OF RANCHO CUCAMONGA
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316668 11/8/2011 A&V SOFTBALL 3,450.00
AP - 00316668 11/8/2011 A&V SOFTBALL 4,450.00
AP - 00316669 1 I/8/2011 Al AUTOMOTIVE 65.60
AP - 00316669 11/8/2011 Al AUTOMOTIVE 639.19
AP - 00316670 11/8/2011 AA EQUIPMENT RENTALS CO INC 75.04
AP - 00316670 11/8/2011 AA EQUIPMENT RENTALS CO INC ]78.39
AP - 00316671 11/8/2011 ABLETRONICS 14.76
AP - 00316674 11/8/2011 AEF SYSTEMS CONSULTING INC 4,200.00
AP - 00316676 11/8/2011 AGAPE EMPLOYMENT 170.50
AP - 00316676 11/8/2011 AGAPE EMPLOYMENT 38.37
AP - 00316676 11/8/2011 AGAPE EMPLOYMENT 682.00
AP - 00316676 11/8/2011 AGAPE EMPLOYMENT 511.50
AP - 00316677 11/8/2011 AGILINE INC 1,420.00
AP - 00316677 11/8/2011 AGILINE INC 120.00
AP - 00316678 11/8/2011 AL-SHIFA CLINIC INC. 140.00
AP - 00316679 11/8/2011 ALL CITIES TOOLS 165.00
AP - 00316680 11/8/2011 ALL CITY MANAGEMENT SERVICES INC. 22,006.15
AP - 00316680 l 1/8/2011 ALL CITY MANAGEMENT SERVICES INC. 21,292.60
AP - 00316680 1 U8/2011 ALL CITY MANAGEMENT SERVICES INC. 19,289.30
AP - 00316680 l 1/8/2011 ALL CITY MANAGEMENT SERVICES INC. 22,337.80
AP - 00316680 11/8/2011 ALL CITY MANAGEMENT SERVICES INC. ,10,787.00
AP - 00316681 11/8/2011 ALL WELDING 236.70
AP - 00316682 11/8/2011 ALLEGIANT BUSINESS FINANCE 1,080.00
AP - 00316683 11/8/2011 ANTECH DIAGNOSTICS 747.67
AP - 00316684 11/8/2011 ARAMARK UNIFORM SERVICES 3.35
AP - 00316684 11/8/2011 ARAMARK UNIFORM SERVICES 3.35
AP - 00316685 11/8/2011 ARCHIBALD PET HOSPITAL 375.00
AP - 00316686 11/8/2011 ARROW TRAILER SUPPLIES INC 4.26
AP - 00316687 11/8/2011 ASSI SECURITY 105.00
AP - 00316687 11/8/201 I ASSI SECURITY 105.00
AP - 00316687 11/8/2011 ASSI SECURITY 105.00
AP - 00316687 11/8/2011 ASSI SECURITY 1,700.00
AP - 00316687 11/8/2011 ~ ASSI SECURITY 105.00
AP - 00316687 11/8/2011 ASSI SECURITY 105.00
AP - 00316688 11/8/2011 AVALON COLLISION CENTER 1,114.81
AP - 00316689 11/8/2011. BADGE A MINIT 26.90
AP - 00316690 11/8/2011 BARBARA'S ANSWERING SERVICE 572.00
AP - 00316691 11/8/2011 BERNELL HYDRAULICS INC 105.27
AP - 00316692 11/8/2011 BERTGES, RUTH 146.52
AP - 00316693 11/8/2011 BIG EVENTS INC 1,116.25
AP - 00316693 11/8/2011 BIG EVENTS INC 2,000.00
AP - 00316694 11/8/2011 BIG EVENTS INC 3,116.25
AP - 00316695 11/8/2011 BISHOP COMPANY 861.61
AP - 00316696 11/8/2011 BRACTON SoSAFE INC. 469.76
AP - 00316697 11/8/2011 BRAMBILA, RUBEN 5,833.33
AP - 00316698 11/8/2011 CAL PERS LONG TERM CARE 691.60
AP - 00316699 11/8/2011 CALIFORNIA ELECTRONIC ENTRY 1,130.95
AP - 00316701 11/8/2011 CALIFORNIA, STATE OF 250.00
AP - 00316702 11/8/2011 CAMASTRA, MARY ANN 71.00
AP - 00316705 11/8/2011 CENTRAL SCHOOL DISTRICT 7,237.00
AP - 00316707 11/8/2011 CLARKS PLUMBING SPECIALTIES INC. 473.03
AP - 003]6708 11/8/2011 CLEMENT COMMUNICATIONS INC 230.50
AP - 00316709 11/8/2011 CONCEPT POWDER COATING 350.00
AP - 00316709 11/8/2011 CONCEPT POWDER COATING 120.00
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CITY OF RANCHO CUCAMONGA
Aeenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316710 11/8/2011 CPRS 155.00
AP - 00316711 11/8/2011 CPRS 135.00
AP - 00316712 11/8/2011 CPRS 135.00
AP - 00316713 11/8/2011 CROP PRODUCTION SERVICES INC 283.65
AP - 00316713 11/8/2011 CROP PRODUCTION SERVICES INC 855.54
AP - 00316714 11/8/2011 DAN GUERRA AND ASSOCIATES 6,128.55
AP - 00316714 11/8/2011 DAN GUERRA AND ASSOCIATES 16,751.37
AP - 00316715 11/8/2011 DAVID TURCH AND ASSOCIATES 4,000.00
AP - 00316715 11/8/2011 DAVID TURCH AND ASSOCIATES 4,000.00
AP - 00316716 11/8/2011 DEALER ALTERNATIVE SOLUTIONS 516.37
AP - 00316717 11/8/2011 DELTA DENTAL 40,840.95
AP - 00316718 11/8/2011 DEPARTMENT OF TRANSPORTATION 7,296.61
AP - 00316719 11/8/2011 DIAMOND ENVIRONMENTAL SERVICES 212.37
AP - 00316720 11/8/2011 DUNN EDWARDS CORPORATION 145.41
AP - 00316720 11/8/2011 DUNN EDWARDS CORPORATION 30.82
AP - 00316721 11/8/2011 E GROUP, THE 450.00
AP - 00316722 11/8/2011 E S BABCOCK & SONS INC. 635.00
AP - 00316723 11/8/2011 EASTERLING, RAY 105.60
AP - 00316723 11/8/2011 EASTERLING, RAY 28.80
AP - 00316724 11/8/2011 EMPLOYMENT DEVELOPMENT DEPT. 38,933.29
AP - 00316726 11/8/2011 EXERCISE EQUIPMENT SERVICE CO. 355.00
AP - 00316727 11/8/2011 EXPRESS BRAKE SUPPLY 322.27
AP - 00316727 11/8/2011 EXPRESS BRAKE SUPPLY 134.64
AP - 00316729 11/8/2011 FEDERAL EXPRESS CORP 35.61
AP - 00316730 11/8/2011 FELICIANO, ANTHONY 200.00
AP - 00316731 11/8/2011 FORD OF UPLAND INC 133.65
AP - 00316731 11/8/2011 FORD OF UPLAND INC 150.87
AP - 00316733 11/8/2011 GEOGRAPHICS 583.74
AP - 00316733 11/8/2011 GEOGRAPHICS 5,044.03
AP - 00316734 11/8/2011 GLOBALSTAR 15.07
AP - 00316735 11/8/2011 GONSALVES AND SON,JOE A 3,000.00
AP - 00316736 11/8/2011 GRAINGER 4.25
AP - 00316736 11/8/2011 GRAINGER 492.64
AP - 00316736 11/8/2011 GRAINGER 173.59
AP - 00316736 11/8/2011 GRAINGER 108.88
AP - 00316737 11/8/2011 GRAPHICS FACTORY PRINTING INC. 404.06
AP - 00316738 11/8/2011 GRAYBAR 102.09
AP - 00316739 1 U8/2011 HAIGHT BROWN & BONESTEEL LLP 483.59
AP - 00316740 11/8/2011 HARRY'S PACIFIC GRILL 25.00
AP - 00316742 11/8/2011 HDS WHITE CAP CONSTRUCTION SUPPLY 568.91
AP - 00316742 11/8/2011 HDS WHITE CAP CONSTRUCTION SUPPLY 189.81
AP - 00316743 11/8/2011 HERITAGE EDUCATION GROUP 2,950.00
AP - 00316744 11/8/2011 HERO'S CHARACTER RENTAL SERVICE 500.00
AP - 00316746 11/8/2011 HILLS PET NUTRITION SALES INC 506.54
AP - 00316746 11/8/2011 HILLS PET NUTRITION SALES INC 506.54
AP - 00316746 11/8/2011 HILLS PET NUTRITION SALES INC 242.80
AP - 00316746 11/8/201 I HILLS PET NUTRITION SALES INC 506.54
AP - 00316747 11/8/201 I HODGES, RANDY 1,000.00
AP - 00316747 11/8/2011 HODGES, RANDY -250.00
AP - 00316748 11/8/2011 " HOGAN, JULIA ~ 94.25
AP - 00316748 1 ] /8/2011 HOGAN, JULIA 59.94
AP - 00316748 11/8/2011 HOGAN, JULIA 78.25
AP - 00316750 11/8/2011 HOME DEPOT CREDIT SERVICES 25.86
AP - 00316750 11/8/2011 HOME DEPOT CREDIT SERVICES 82.92
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CITY OF RANCHO CUCAMONGA
Aaenda Check Ret?ister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316751 11/8/2011 HSBC BUSINESS SOLUTIONS 157.24
AP - 00316751 11/8/2011 HSBC BUSINESS SOLUTIONS 172.63
AP - 00316751 11/8/2011 HSBC BUSINESS SOLUTIONS 207.45
AP - 00316752 11/8/2011 HUB CONSTRUCTION SPECIALITIES INC 821.00
AP - 00316752 11/8/2011 HUB CONSTRUCTION SPECIALITIES INC 915.44
AP - 00316753 11/8/2011 IBM CORPORATION 209.64
AP - 00316754 11/8/2011 ICC CITRUS BELT CHAPTER 50.00
AP - 00316755 11/8/2011 IMPETT, VICTORIA ANN 250.00
AP - 00316756 11/8/2011 IMPRESSIONS GOURMET CATERING 1,250.87
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 34.92
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 45.60
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 178.11
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 172.34
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 5.19
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 12.88
AP - 00316757 11/8/201 I INDEPENDENT STATIONERS 1.16
AP - 00316757 11/8/201 I INDEPENDENT STATIONERS .45.79
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 113.63
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 10.17
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 13.05
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 32.39
AP - 00316757 11/8/201 I INDEPENDENT STATIONERS 2.90
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 8.66
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 21.49
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 1.92
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS ~ 34.45
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 11.49
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 28.51
AP - 00316757 11/8/201 I INDEPENDENT STATIONERS 2.55
AP - 00316757 11/8/201 I INDEPENDENT STATIONERS 168.25
AP - 00316757 11/8/201 I INDEPENDENT STATIONERS 218.00
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 215.61
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 8.84
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 31.18
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS -47.20
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 122.41
AP - 00316757 11/8/201 l INDEPENDENT STATIONERS 146.54
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 240.47
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 190.68
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 170.44
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 55.11
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS 217.16
AP - 00316757 11/8/2011 INDEPENDENT STATIONERS -77.16
AP - 00316758 11/8/2011 INLAND EMPIRE TOURS AND TRANSPORTATIC 2,665.00
AP - 00316758 11/8/2011 INLAND EMPIRE TOURS AND TRANSPORTATIC 4,228.00
AP - 00316759 11/8/2011 INLAND KOREAN AMERICAN ASSOCIATION 500.00
AP - 00316760 11/8/2011 INLAND VALLEY EMERGENCY PET CLINIC 85.50
AP - 00316760 11/8/2011 INLAND VALLEY EMERGENCY PET CLINIC 118.50
AP - 00316762 11/8/2011 JDC INC 15,680.00
AP - 00316762 11/8/2011 JDC INC 18,673.93
AP - 00316763 11/8/2011 JOHN DEERE LANDSCAPES 224.98
AP - 00316764 11/8/2011 K K WOODWORKING 77.48
AP - 00316764 11/8/2011 K K WOODWORKING 127.15
AP - 00316764 11/8/2011 K K WOODWORKING 17.22
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CITY OF RANCHO CUCAMONGA
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316764 11/8/2011 K K WOODWORKING 183.14
AP - 00316765 11/8/2011 KENS SPORTING GOODS 2,875.79
AP - 00316766 11/8/2011 KISS, KEITH 250.00
AP - 00316767 I U8/2011 KUZMINSKI, CHERISE 10.00
AP - 00316768 11/8/2011 LAWSON PRODUCTS INC 285.47
AP - 00316770 l 1/8/2011 LINDEN, CYNTHIA 25.00
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 130.38
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 22.19
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 239.71
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 189.88
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 150.12
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 9.63
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 13.84
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 89.60
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 163.34
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 58.08
AP - 00316773 11/8/201 I LOWES COMPANIES INC. 137.64
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 90.53
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 25.46
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 206.86
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 104.22
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 60.14
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 7.45
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 193.14
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 3.51
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 59.83
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 106.67
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 85.03
AP - 00316773 11/8/2011 LOWES COMPANIES INC. ~ 13.27
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 191.22
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 65.44
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 125.03
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 30.98
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 18.35
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 64.24
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 243.16
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 100.62
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 18.80
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 23.97
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 370.66
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 158.48
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 120.94
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 48.36
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 39.37
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 82.69
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 30.75
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 72.85
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 7.35
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 5.03
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 23.78
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 24.47
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 18.30
AP - 00316773 11/8/201 l LOWES COMPANIES INC. 13.21
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 54.07
P53
User: VLOPEZ -Veronica Lopez Page: 4 Curren[ Date: 11/30/201
Repor[: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Aeenda Check ReEister
11/8/2011 though 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 33.33
AP - 00316773 11/8/201 I LOWES COMPANIES INC. 11.58
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 99.05
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 31.24
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 18.24
AP - 00316773 11/8/201 I LOWES COMPANIES INC. 61.29
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 51.10
AP - 00316773 11/8/201 I LOWES COMPANIES INC. 102.32
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 36.75
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 231.95
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 103.10
AP - 00316773 11/8/2011 LOWES COMPAMES INC. -30.01
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 340.90
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 323.94
AP - 00316773 11/8/2011 LOWES COMPANIES INC. -340.90
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 112.58
AP - 00316773 11/8/2011 LOWES COMPANIES INC. -224.18
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 16.35
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 585.47
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 224.17
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 116.43
AP - 00316773 11/8/2011 LOWES COMPANIES INC. 46.39
AP - 00316774 11/8/2011 MARIPOSA HORTICULTURAL ENT INC 1,581.61
AP - 00316775 11/8/2011 MARK CHRISTOPHER INC 136.27
AP - 00316776 11/8/2011 MARTINEZ UNION SERVICE 45.00
AP - 00316776 11/8/2011 MARTINEZ UNION SERVICE 45.00
AP - 00316776 11/8/2011 MARTINEZ UNION SERVICE 45.00
AP - 00316776 11/8/2011 MARTINEZ UNION SERVICE 45.00
AP - 00316777 11/8/2011 MCI 30.74
AP - 00316777 11/8/2011 MCI -1.87
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC 3,024.00
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC 177,814.00
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC 10,255.00
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC 23,286.00
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC -18,084.00
AP - 00316778 11/8/2011 MESA ENERGY SYSTEMS INC -3,354.00
AP - 00316779 11/8/2011 MIDWEST TAPE 57.96
AP - 00316779 11/8/201 ] MIDWEST TAPE 84.54
AP - 00316779 11/8/2011 MIDWEST TAPE 15.19
AP - 00316779 11/8/2011 MIDWEST TAPE 54.16
AP - 00316779 11/8/2011 MIDWEST TAPE 82.95
AP - 00316779 11/8/2011 MIDWEST TAPE 57.37
AP - 00316780 11/8/2011 MILANES, YIKCIA 462.50
AP - 00316780 11/8/2011 MILANES, YIKCIA 550.00
AP - 00316780 11/8/2011 MILANES, YIKCIA 400.00
AP - 00316780 11/8/2011 MILANES, YIKCIA 450.00
AP - 00316780 11/8/2011 MILANES, YIKCIA 200.00
AP - 00316781 11/8/2011 MOORE, RONALD 10,000.00
AP - 00316782 11/8/201 l MOUNTAIN VIEW SMALL ENG REPAIR 20.40
AP - 00316783 11/8/2011 MURADIAN, LESLIE 400.00
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 163.78
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 48.84
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 65.73
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 250.92
P54
User: VLOPEZ -Veronica Lopez Page: 5 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P55
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amoun[
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 102.80
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 175.76
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 165.72
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 106.48
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 316.79
AP - 00316784 11/8/2011 MWI VETERINARY SUPPLY 1,604.40
AP - 00316785 11/8/2011 NAPA AUTO PARTS 13.57
AP - 00316785 11/8/2011 NAPA AUTO PARTS 182.28
AP - 00316785 11/8/2011 NAPA AUTO PARTS 297.31
AP - 00316785 l 1/8/2011 NAPA AUTO PARTS 68.14
AP - 00316785 11/8/2011 NAPA AUTO PARTS 103.94
AP - 00316785 11/8/2011 NAPA AUTO PARTS 130.41
AP - 00316785 11/8/201 I NAPA AUTO PARTS 61.25
AP - 00316785 11/8/2011 NAPA AUTO PARTS 6.66
AP - 00316785 11/8/2011 NAPA AUTO PARTS -8.36
AP - 00316785 11/8/2011 NAPA AUTO PARTS 8.36
AP - 00316785 11/8/2011 NAPA AUTO PARTS 63.29
AP - 00316785 11/8/2011 NAPA AUTO PARTS 26.93
AP - 00316785 11/8/2011 NAPA AUTO PARTS 12.48
AP - 00316785 11/8/2011 NAPA AUTO PARTS -1.59
AP - 00316787 11/8/2011 NEW YORK STAGE ORIGINALS 6,800.00
AP - 00316787 11/8/2011 NEW YORK STAGE ORIGINALS -476.00
AP - 00316790 11/8/2011 NITHYA, SARVASMARANA 180.00
AP - 00316790 11/8/2011 NITHYA, SARVASMARANA 156.00
AP - 00316791 11/8/2011 NORRIS, REGINA 120.00
AP - 00316792 11/8/2011 NOVARTIS ANIMAL HEALTH US INC 1,428.25
AP - 00316793 11/8/2011 OCCUPATIONAL HEALTH CTRS OF CA 68.62
AP - 00316793 11/8/2011 OCCUPATIONAL HEALTH CTRS OF CA 146.12
AP - 00316794 11/8/201 l OFFICE DEPOT 111.66
AP - 00316794 11/8/2011 OFFICE DEPOT 66.72
AP - 00316794 11/8/2011 OFFICE DEPOT 112.56
AP - 00316795 11/8/2011 OPARC 352.00
AP - 00316796 11/8/2011 OPTIMUM INC 1,000.00
AP - 00316797 11/8/2011 OPTIMUM INC 1,000.00
AP - 00316798 11/8/201 l OPTIMUM INC 500.00
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 79.31
AP - 00316800 11/8/201 l ORCHARD SUPPLY HARDWARE 332.14
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 48.48
AP - 00316800 11/8/201 l ORCHARD SUPPLY HARDWARE 39.63
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 26.01
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 12.87
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 58.64
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 23.12
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 310.30
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 35.31
AP - 00316800 11/8/201 I ORCHARD SUPPLY HARDWARE 19.59
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 165.90
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 14.5 l
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 52.03
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 35.53
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 51.71
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 10.15
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 196.67
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 21.67
User: VLOPEZ -Veronica Lopez ~ Page: 6 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT _RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Aaenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 38.39
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 92.73
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 8.19
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 40.73
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 12.92
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 5.79
AP - 00316800 11/8/201 I ORCHARD SUPPLY HARDWARE 26.68
AP - 00316800 11/8/2011 ORCHARD SUPPLY HARDWARE 269.45
AP - 00316801 11/8/2011 ORKIN PEST CONTROL 1,475.66
AP - 00316802 11/8/2011 PATCHETT & ASSOCIATES 1,202.50
AP - 00316803 11/8/2011 PATHFINDER ORGANIZATIONAL EFFECTIVENI 3,515.00
AP - 00316804 11/8/2011 PENNY PLUMBING 683.56
AP - 00316806 11/8/2011 PEPSI-COLA 103.80
AP - 00316807 11/8/2011 PEREZ, DOMINICK 2,000.00
AP - 00316808 11/8/2011 PETES ROAD SERVICE INC 426.85
AP - 00316808 11/8/2011 PETES ROAD SERVICE INC 416.20
AP - 00316808 11/8/2011 PETES ROAD SERVICE INC 87.37
AP - 00316809 11/8/2011 PITASSI ARCHITECTS INC 272.50
AP - 00316809 11/8/2011 PITASSI ARCHITECTS INC 688.08
AP - 00316809 11/8/2011 PITASSI ARCHITECTS INC 1,500.00
AP - 00316810 11/8/2011 PLUMBERS DEPOT INC 355.58
AP - 00316811 11/8/2011 PORTUGUES, EDELLE 830.00
AP - 00316812 11/8/2011 PRO-PLANET INDUSTRIAL SUPPLY 986.30
AP - 00316813 11/8/2011 PUBLIC SURPLUS 206.50
AP - 00316815 11/8/2011 RANCHO CUCAMONGA LIBRARY FOUNDATIOi 9,660.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL F - 50.00
AP - 00316816 11/8!2011 RANCHO REGIONAL VETERINARY HOSPITAL I 25.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL L 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL L 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL L 50.00
AP - 00316816 11/8/20] I RANCHO REGIONAL VETERINARY HOSPITAL I 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL L 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL I 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL L 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL L 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL F 50.00
AP - 00316816 11/8/2011 RANCHO REGIONAL VETERINARY HOSPITAL I 50.00
AP - 00316817 11/8/2011 RANDOM HOUSE INC 19.41
AP - 00316818 11/8/2011 RBM LOCK AND KEY SERVICE 13.47
AP - 00316819 11/8/2011 RECORDED BOOKS LLC 7.49
AP - 00316822 11/8/2011 ROADRUNNER PHARMACY 717.29
AP - 00316823 11/8/2011 ROBINSON, NICK 1,400.00
AP - 00316824 11/8/2011 ROBLES, RAUL P 75.00
AP - 00316824 11/8/2011 ROBLES, RAUL P 75.00
AP - 00316824 11/8/2011 ROBLES, RAUL P 100.00
AP - 00316824 11/8/2011 ROBLES, RAUL P 140.00
AP - 00316825 11/8/2011 ROJAS, CARLOS 250.00
AP - 00316827 11/8/2011 SAN BERNARDINO COUNTY SHERIFFS DEPT 207.80
AP - 00316829 11/8/2011 SAN BERNARDINO CTY 9,524.98
AP - 00316831 11/8/2011 SAN BERNARDINQ CITY OF 478.61
AP. - 00316832 11/8/2011 SANGL D V M, RACHEL 250.00
AP - 00316832 11/8/2011 SANGL D V M, RACHEL 200.00
AP - 00316833 11/8/2011 SHEARER, TAMARA 250.00
AP - 00316834 11/8/2011 SHOETERIA 200.00
P56
User: VLOPEZ -Veronica Lopez Page: 7 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00316835 11/8/2011 SIGMANET 2,800.00
AP - 00316836 11/8/2011 SIGN SHOP, THE 16.16
AP - 00316836 11/8/2011 SIGN SHOP, THE 862.00
AP - 00316837 11/8/201 I SO CALIF GAS COMPANY 835.43
AP - 00316838 11/8/2011 SO CALIF MUNICIPAL ATHLETIC FED INC 1,200.00
AP - 00316838 11/8/2011 SO CALIF MUNICIPAL ATHLETIC FED INC 64.07
AP - 00316839 11/8/2011 SOLID GROUND BRETHREN IN CHRIST CHURC] 5,000.00
AP - 00316840 11/8/2011 SOUTH COAST AQMD 359.00
AP - 00316840 11/8/2011 SOUTH COAST AQMD 112.85
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.85
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.12
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 66.26
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 91.79
AP - 00316847 l 1/8/2011 SOUTHERN CALIFORNIA EDISON 16.75
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 1(/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.12
AP - 00316847 11 /8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 26.23
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.37
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 26.03
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 5.37
AP - 00316847 1 1 /8/2011 SOUTHERN CALIFORNIA EDISON 116.86
AP - 00316847 l i/8/2011 SOUTHERN CALIFORNIA EDISON 63.10
AP - 00316847 l l/8/2011 SOUTHERN CALIFORMA EDISON 650.24
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 467.14
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.61
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.46
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.61
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 68.55
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 117.09
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 29.72
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 68.26
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 7.04
AP - 00316847 11/8/2011 SOUTHERN CALIFORMA EDISON 56.93
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 95.82
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 40.29
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.85
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA ED[SON 85.84
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 105.08
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 88.24
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 76.64
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 129.60
AP - 00316847 11/8/20] 1 SOUTHERN CALIFORNIA EDISON 50.71
P57
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Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layou[ Time: 14:19:0
CITY OF RANCHO CUCAMONGA P58
A:renda Check Register
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 105.85
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 80.36
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.81
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 216.71
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 35.54
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 35.55
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON, 191.80
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 2.41
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.39
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.81
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.81
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.81
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 43.45
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 1.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 l l/8/2011 SOUTHERN CALIFORNIA EDISON 42.22
AP - 00316847 l 1/8/2011 SOUTHERN CALIFORMA EDISON 41.87
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 56.62
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.39
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 69.19
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 3,513.23
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 6.55
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 1(/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 96.39
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 51.71
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.37
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 112.20
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 87.83
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 81.91
AP - 00316847 11/8/2011 SOUTHERN CALIFORNUI EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 57.31
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 21.76
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 122.60
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 26.36
AP - 00316847 I I/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 87.37
AP - 00316847 l 1/8/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.08
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 30.07
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.39
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 38.93
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.22
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.52
User: VLOPEZ -Veronica Lopez Page: 9 Current Date: 11/30/201
Report: CK_AGENDA_R EG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P59
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.66
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 47.12
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 2.95
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 111.59
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 86.91
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 21.99
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 5,596.02
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 79.89
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 53.42
AP - 00316847 l 1/8/2011 SOUTHERN CALIFORNIA EDISON 682.62
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 127.15
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 30.05
AP - 00316847 I V8/201 I SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 29.26
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 121.65
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.99
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 297.55
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 26.69
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/201 l SOUTHERN CALIFORNIA EDISON 76.97
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 14.54
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 1 I/8/20l I SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 157.78
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 259.74
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 2.95
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 1.41
AP - 00316847 1 U8/2011 SOUTHERN CALIFORNIA EDISON 67.64
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 1.59
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 34.93
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 73.21
AP - 00316847 l 1/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 1.13
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 8.33
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 0.91
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 1.27
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 75.36
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 22.72
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 7.86
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 131.83
User: VLOPEZ -Veronica Lopez Page: 10 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layou[ Time: 14:19:0
CITY OF RANCHO CUCAMONGA P60
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amoun[
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 149.29
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 54.39 '
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 150.32
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 210.91
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.75
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.61
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 55.11
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 115.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 152.53
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.78
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 23.61
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 60.71
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 43.59
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 94.38
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.57
AP - 00316847 l 1/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 52.37
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 58.41
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 18.99
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 73.77
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 29.32
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 27.92
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 21.99
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 23.61
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.48
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 29.39
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 578.87
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 209.97
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 60.32
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 74.55
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 69.75
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 92.13
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 10.13
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 88.87
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 454.01
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 57.60
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 47.11
AP - 00316847 11/8/201 I SOUTHERN CALIFORNIA EDISON 337.75
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 30L39
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 108.23
AP - 00316847 l 1/8/2011 SOUTHERN CALIFORNIA EDISON 54.75
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 24.85
User: VLOPEZ -Veronica Lopez Page: 11 Current Date: 11/30/201
Report:CK_AGENDA_R EG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P61
Agenda Check Reeister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316847 11/8/201 t SOUTHERN CALIFORNIA EDISON 38.25
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 78.45
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 26.03
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 42.60
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 28.67
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 75.52
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 368.96
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 103.58
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 155.60
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00316847 11/8/2011 SOUTHERN CALIFORNIA EDISON 25.18
AP - 00316848 11/8/2011 SOUTHERN CALIFORNIA EDISON 37.35
AP - 00316848 11/8/2011 SOUTHERN CALIFORNIA EDISON 39.04
AP - 00316849 11/8/2011 SOUTHERN CALIFORNIA REGIONAL RAIL AUT] 1,200.00
AP - 00316850 11/8/2011 SPARKLETTS 76.00
AP - 00316851 11/8/2011 STERICYCLE INC 1, U3.22
AP - 00316853 11/8/201 l SWANK MOTION PICTURES INC 271.00
AP - 00316854 11/8/2011 TERRA VISTA ANIMAL HOSPITAL 50.00
AP - 00316854 11/8/2011 TERRA VISTA ANIMAL HOSPITAL 50.00
AP - 00316855 11/8/2011 THEODORE ROBINS FORD INC ~ 28,132.25
AP - 00316857 11/8/2011 TRAILS @ ETIWANDA 49.50
AP - 00316858 11/8/2011 UNABIA, THERESA 250.00
AP - 00316859 11/8/2011 UNIFIRST UNIFORM SERVICE 126.12
AP - 00316859 11/8/2011 UNIFIRST UNIFORM SERVICE 25.85
AP - 00316859 11/8/2011 UNIFIRST UNIFORM SERVICE 44.00
AP - 00316859 11/8/2011 UNIFIRST UNIFORM SERVICE ~ 119.35
AP - 00316859 11/8/2011 UNIFIRST UNIFORM SERVICE 836.89
AP - 00316859 11/8/2011 UNIFIRST UNIFORM SERVICE 57.09
AP - 00316859 11/8/2011 UNIFIRST UNIFORM SERVICE 44.00
AP - 00316859 11/8/201 I UNIFIRST UNIFORM SERVICE 896.89
AP - 00316860 1 U8/2011 UNION BANK OF CALIFORNIA TRUSTEE FOR P. 28,513.24
AP - 00316861 11/8/2011 UNION BANK OF CALIFORNIA TRUSTEE FOR P, 3,900.00
AP - 00316862 11/8/2011 UNITED PACIFIC SERVICES INC 4,953.00
AP - 00316862 11/8/2011 UNITED PACIFIC SERVICES INC 10,162.00
AP - 00316862 11/8/2011 UNITED PACIFIC SERVICES INC 2,120.00
AP - 00316862 11/8/2011 UNITED PACIFIC SERVICES INC 3,070.00
AP - 00316863 11/8/2011 UPBEAT PARADE PRODUCTIONS 6,000.00
AP - 00316864 11/8/2011 UPS 136.80
AP - 00316864 11/8/2011 UPS 32.56
AP-00316865 11/8/2011 UTILIQUEST 1,161.70
AP - 00316865 11/8/2011 UTILIQUEST 43.25
AP-00316867 11/8/2011 VASTA,WILLIAM 290.93
AP-00316867 11/8/2011 VASTA,WILLIAM 188.56
AP - 00316868 11/8/2011 VCA CENTRAL ANIMAL HOSPITAL 770.40
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 475.03
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 475.03
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 373.14
AP - 00316870 11/8/201 l VERIZON CALIFORNIA 76.45
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 18.60
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
User: VLOPEZ -Veronica Lopez Page: 12 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P62
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 1,811.69
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 750.99
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 35.63
AP - 00316870 11/8/201 I VERIZON CALIFORNIA 35.63
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 35.63
AP - 00316870 11/8/201 I VERIZON CALIFORNIA 186.68
AP - 00316870 1 V8/2011 VERIZON CALIFORNIA 39.94
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 144.77
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 39.09
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 437.21
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 35.63
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 242.05
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 18.60
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 95.04
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 35.63
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 20.20
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 109.40
AP - 00316870 11/8/201 l VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 111.16
AP - 00316870 11/8/201 l VERIZON CALIFORNIA 40.47
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 40.61
AP - 00316870 11/8/201 l VERIZON CALIFORNIA .123.11
AP - 00316870 11/8/201 I VERIZON CALIFORNIA 37.05
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 75.47
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 79.18
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 387.08
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 38.22
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 77.18
AP - 00316870 11/8/201 I VERIZON CALIFORNIA 500.06
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 37.05
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 76.45
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 207.64
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 583.89
AP - 00316870 11/8/2011 VERIZON CALIFORNIA 364.18
AP - 00316871 11/8/2011 VIRTUAL PROJECT MANAGER INC 500.00
AP - 00316872 ] 1/8/2011 VISION COMMUNICATIONS CO 380.00
AP - 00316873 11/8/2011 VISION SOLUTIONS INC 1,358.00
AP - 00316874 11/8/2011 WALKER, ANDREW 100.00
AP - 00316875 11/8/2011 WALTERS WHOLESALE ELECTRIC CO 507.96
AP - 00316875 11/8/2011 WALTERS WHOLESALE ELECTRIC CO 1,109.25
AP - 00316875 11/8/2011 WALTERS WHOLESALE ELECTRIC CO 25.45
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 93.12
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 36.17
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 268.41
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 871.92
User: VLOPEZ -Veronica Lopez Page: 13 Current Date: 11/30/201
Report: CK_AGENDA_R EG_PORTRAIT _RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amoun[
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 526.77
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 263.38
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 726.50
AP - 00316876 11/8/2011 WAXIE SANITARY SUPPLY 218.26
AP - 00316877 11/8/2011 WEST END UNIFORMS 15.26
AP - 00316878 11/8/2011 WESTCOAST MEDIA 900.50
AP - 00316879 11/8/2011 WESTERN MEDICAL SUPPLY INC 15.40
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00316880 11/8/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00316881 11/8/2011 WILSON AND BELL 847.96
AP - 00316881 11/8/201 I WILSON AND BELL 377.69
AP - 00316881 11/8/201 I WILSON AND BELL 240.55
AP - 00316881 11/8/2011 WILSON AND BELL 80.00
AP - 00316882 11/8/2011 WILSON, RYAN L 102.00
AP - 00316882 11/8/2011 WILSON, RYAN L 126.76
AP - 00316882 11/8/2011 WILSON, RYAN L -200.00
AP - 00316883 11/8/2011 WORD MILL PUBLISHING 725.00
AP - 00316884 11/8/2011 YEE, WAYNE 100.00
AP - 00316885 11/8/2011 YORK INDUSTRIES 930.96
AP - 00316887 11/8/2011 ZEE MEDICAL INC 979.29
AP - 00316888 l 1/8/2011 EMPLOYMENT DEVELOPMENT DEPT. 38,933.29
AP - 00316890 11/9/2011 ABC LOCKSMITHS 10.78
AP - 00316890 11/9/2011 ABC LOCKSMITHS 92.09
AP - 00316890 11/9/2011 ABC LOCKSMITHS 80.81
AP - 00316890 11/9/2011 ABC LOCKSMITHS 20.00
AP - 00316890 11/9/2011 ABC LOCKSMITHS 48.43
AP - 00316891 11/9/2011 AIRGAS WEST 226.07
AP - 00316895 11/9/2011 BRODART BOOKS 35.30
AP - 00316895 11/9/2011 BRODART BOOKS 17.88
AP - 00316895 11/9/2011 BRODART BOOKS ~ 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 22.20
AP - 00316895 11/9/2011 BRODART BOOKS 33.30
AP - 00316895 11/9/2011 BRODART BOOKS 6.63
AP - 00316895 11/9/2011 BRODART BOOKS 58.11
AP - 00316895 11/9/2011 BRODART BOOKS 13.41
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 44.70
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
P63
User: VLOPEZ -Veronica Lopez Page: 14 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P64
Aeenda Check Re¢ister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 24.20
AP - 00316895 11/9/2011 BRODART BOOKS 16.22
AP - 00316895 11/9/2011 BRODART BOOKS 56.54
AP - 00316895 11/9/2011 BRODART BOOKS 16.44
AP - 00316895 11/9/2011 BRODART BOOKS 117.18
AP - 00316895 11/9/2011 BRODART BOOKS 14.56
AP - 00316895 11/9/2011 BRODART BOOKS 27.11
AP - 00316895 l U9/2011 BRODART BOOKS 68.48
AP - 00316895 11/9/2011 BRODART BOOKS 31.94
AP - 00316895 11/9/2011 BRODART BOOKS 14.57
AP - 00316895 11/9/2011 BRODART BOOKS 36.00
AP - 00316895 11/9/2011 BRODART BOOKS 24.24
AP - 00316895 11/9/2011 BRODART BOOKS 28.58
AP - 00316895 11/9/2011 BRODART BOOKS 94.37
AP - 00316895 l 1/9/201 I BRODART BOOKS 29.64
AP - 00316895 l 1/9/201 I BRODART BOOKS 16.22
AP - 00316895 11/9/2011 BRODART BOOKS 14.01
AP - 00316895 1 V9/2011 BRODART BOOKS 88.75
AP - 00316895 l 1/9/2011 BRODART BOOKS 86.74
AP - 00316895 11/9/2011 BRODART BOOKS 19.35
AP - 00316895 11/9/2011 BRODART BOOKS 10.09
AP - 00316895 11/9/2011 BRODART BOOKS 26.85
AP - 00316895 11/9/2011 BRODART BOOKS 36.38
AP - 00316895 11/9/2011 BRODART BOOKS 11.61
AP - 00316895 11/9/201 ] BRODART BOOKS 59.30
AP - 00316895 11/9/201 I BRODART BOOKS 40.84
AP - 00316895 11/9/201 I BRODART BOOKS 8.93
AP - 00316895 11/9/2011 BRODART BOOKS 10.63
AP - 00316895 11/9/2011 BRODART BOOKS 176.40
AP - 00316895 11/9/201 l BRODART BOOKS 78.18
AP - 00316895 11/9/201 l BRODART BOOKS 5.78
AP - 00316895 11/9/201 l BRODART BOOKS 111.53
AP - 00316895 11/9/2011 BRODART BOOKS 12.60
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 11.10
AP - 00316895 11/9/2011 BRODART BOOKS 17.88
AP - 00316895 11/9/2011 BRODART BOOKS 49.17
AP - 00316895 11/9/2011 BRODART BOOKS 17.88
AP - 00316895 1 U9/201 I BRODART BOOKS 37.77
AP - 00316895 11/9/2011 BRODART BOOKS 17.88
AP - 00316895 l U9/2011 BRODART BOOKS 58.11
AP - 00316895 11/9/2011 BRODART BOOKS 13.41
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 11.10
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 26.67
AP - 00316895 11/9/2011 BRODART BOOKS 6.63
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
User: VLOPEZ -Veronica Lopez Page: IS Current Date: 11/30/201
Report:CK_AGENDA_R EG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P65
Agenda Check Reeister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00316895 11/9/2011 BRODART BOOKS 53.64
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 37.62
AP - 00316895 11/9/2011 BRODART BOOKS 22.20
AP - 00316895 11/9/2011 BRODART BOOKS 44.40
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 27.15
AP - 00316895 11/9/2011 BRODART BOOKS 16.44
AP - 00316895 11/9/2011 BRODART BOOKS 18.21
AP - 00316895 11/9/2011 BRODART BOOKS 28.14
AP - 00316895 11/9/201 I BRODART BOOKS 31.35
AP - 00316895 11/9/2011 BRODART BOOKS 26.87
AP - 00316895 11/9/2011 BRODART BOOKS 57.39
AP - 00316895 11/9/2011 BRODART BOOKS 15.68
AP - 00316895 11/9/2011 BRODART BOOKS 27.11
AP - 00316895 11/9/2011 BRODART BOOKS 46.48
AP - 00316895 11/9/2011 BRODART BOOKS 42.61
AP - 00316895 11/9/2011 BRODART BOOKS 38.24
AP - 00316895 11/9/2011 BRODART BOOKS 73.49
AP - 00316895 11/9/2011 BRODART BOOKS 19.35
AP - 00316895 11/9/2011 BRODART BOOKS 46.50
AP - 00316895 11/9/201 I BRODART BOOKS 120.77
AP - 00316895 11/9/2011 BRODART BOOKS 75.72
AP - 00316895 11/9/2011 BRODART BOOKS 126.06
AP - 00316895 11/9/2011 BRODART BOOKS 14.57
AP - 00316895 11/9/2011 BRODART BOOKS 36.00
AP - 00316895 11/9/2011 BRODART BOOKS 45.49
AP - 00316895 11/9/201 I BRODART BOOKS 56.54
AP - 00316895 l 1/9/2011 BRODART BOOKS 433.31
AP - 00316895 11/9/2011 BRODART BOOKS 123.97
AP - 00316895 11/9/2011 BRODART BOOKS 49.29
AP - 00316895 11/9/2011 BRODART BOOKS 15.25
AP - 00316895 11/9/2011 BRODART BOOKS 16.22
AP - 00316895 11/9/2011 BRODART BOOKS 6.63
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/201 I BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 11.10
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 13.41
AP - 00316895 11/9/2011 BRODART BOOKS 17.88
AP - 00316895 11/9/2011 BRODART BOOKS 127.62
AP - 00316895 11/9/2011 BRODART BOOKS 49.13
AP - 00316895 11/9/2011 BRODART BOOKS 10.63
AP - 00316895 11/9/2011 BRODART BOOKS 52.05
AP - 00316895 l 1/9/2011 BRODART BOOKS 128.28
AP - 00316895 11/9/2011 BRODART BOOKS 176.40
AP - 00316895 11/9/2011 BRODART BOOKS 141.97
AP - 00316895 11/9/2011 BRODART BOOKS 14.29
AP - 00316895 1 I/9/20l 1 BRODART BOOKS 31.14
AP - 00316895 11/9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/201 I BRODART BOOKS 4.47
AP - 00316895 11 /9/2011 BRODART BOOKS 8.94
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
User: VLOPEZ -Veronica Lopez Page: 16 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P66
Agenda Check Retaister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316895 11/9/2011 BRODART BOOKS 13.26
AP _ 00316895 11/9/2011 BRODART BOOKS 17.73
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 24.51
AP - 00316895 11/9/2011 BRODART BOOKS 6.63
AP - 00316895 11/9/2011 BRODART BOOKS 17.88
AP - 00316895. 11/9/2011 BRODART BOOKS 13.41
AP - 00316895 11/9/2011 BRODART BOOKS 13.41
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 4.47
AP - 00316895 11/9/2011 BRODART BOOKS 26.82
AP - 00316896 11/9/2011 CALSENSE 1,567.01
AP - 00316897 11/9/2011 DAPPER TIRE CO 583.76
AP - 00316897 11/9/201 I DAPPER TIRE CO 354.21
AP - 00316899 11/9/2011 EWING IRRIGATION PRODUCTS 35.46
AP - 00316900 11/9/2011 HOLLIDAY ROCK CO INC 287.72
AP - 00316900 11/9/2011 HOLLIDAY ROCK CO INC 75.00
AP - 00316900 11/9/2011 HOLLIDAY ROCK CO INC 1,390.25
AP - 00316901 11/9/2011 HYDROSCAPE PRODUCTS INC 6.50
AP - 00316902 11/9/2011 INTERSTATE BATTERIES 600.91
AP - 00316902 11/9/2011 INTERSTATE BATTERIES 197.12
AP - 00316902 11/9/2011 INTERSTATE BATTERIES 81.39
AP - 00316902 11/9/201 ] INTERSTATE BATTERIES 107.70
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 331.78
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 59.90
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/201 I A AND R TIRE SERVICE 79.86
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 484.68
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 79.86
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 42.00
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 869.81
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 79.86
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 365.51
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 15.00
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 39.93
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 201.85
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 42.00
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 39.93
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 724.88
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 56.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 39.93
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 315.13
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
User: VLOPEZ -Veronica Lopez Page: 17 Current Date: 11/30/201
Report:CK_AGENDA_R EG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P67
Agenda Check Re¢ister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
~
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 19.97
AP - 00316905 11/16/201 I A AND R TIRE SERVICE 59.90
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 185.84
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 42.00
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 117.60
AP - 00316905 11/16/2011 A AND R TIRE SERVICE 84.82
AP - 00316906 11/16/2011 A'JONTUE, ROSE ANN 388.80
AP - 00316907 11/16/2011 AA EQUIPMENT RENTALS CO INC 478.40
AP - 003]6907 11/16/2011 AA EQUIPMENT RENTALS CO INC 221.37
AP - 00316908 11/16/201 I ACADEMY OF MUSIC 683.90
AP - 00316909 11/16/2011 ACADEMY OF MUSIC 184.80
AP - 00316909 11/16/201 I ACADEMY OF MUSIC ~ 123.40
AP - 00316910 11/16/2011 ADVANTEC CONSULTING ENGINEERS 1,800.00
AP - 00316911 11/16/2011 AGI ACADEMY 1,521.00
AP - 00316912 11/16/201 I ALFONSO, ASHLING 961.80
AP - 00316913 11/16/2011 ALL CITIES TOOLS 188.56
AP - 00316914 11/16/201 I ALL WELDING 269.38
AP - 00316915 11/16/2011 ALLEGIANT BUSINESS FINANCE 1,080.00
AP - 00316916 11/16/2011 ALLEN, JOSH 31.50
AP - 00316917 11/16/2011 ALLIANT INSURANCE SERVICES INC. 465.62
AP - 00316919 11/16/2011 AMERINATIONAL COMMUNITY SERVICES INC, 305.00
AP - 00316919 11/16/2011 AMERINATIONAL COMMUNITY SERVICES INC, 164.00
AP - 00316919 11/16/2011 AMERINATIONAL COMMUNITY SERVICES INC, 280.00
AP - 00316919 11/16/2011 AMERINATIONAL COMMUNITY SERVICES INC. 280.00
AP - 00316920 11/16/2011 AMTECH ELEVATOR SERVICES 220.24
AP - 00316920 11/16/2011 AMTECH ELEVATOR SERVICES 270.46
AP - 00316920 11/16/2011 AMTECH ELEVATOR SERVICES 250.37
AP - 00316921 11/16/2011 ANDRESEN ARCHITECTURE INC .2,535.00
AP - 00316922 11/16/2011 APPLIED METERING TECHNOLOGIES INC 3,507.06
AP - 00316922 11/16/2011 APPLIED METERING TECHNOLOGIES INC 7,575.97
AP - 00316923 11/16/2011 BARNES AND NOBLE 103.20
AP - 00316923 11/16/2011 BARNES AND NOBLE 211.19
AP - 00316924 11/16/2011 BENGTZEN, TAMARA 16.00
AP - 00316925 11/16/2011 BLISS, REBECCA 60.00
AP - 00316926 11/16/2011 BONILLA, JOE 15.00
AP - 00316927 11/16/2011 BRAUN BLAISING MCLAUGHLIN 2,953.21
AP - 00316928 11/16/2011 BRUNSWICK DEER CREEK LANES 154.00
AP - 00316929 11/16/2011 BURGAN, MARY 129.29
AP - 00316930 11/16/2011 CALIFORNIA FRANCHISE TAX BOARD 50.00
AP - 00316931 11/16/2011 CALIFORNIA FRANCHISE TAX BOARD 72.50
AP - 00316932 11/16/2011 CALIFORNIA FRANCHISE TAX BOARD 100.00
AP - 00316933 11/16/201 I CALIFORNIA FRANCHISE TAX BOARD 50.00
AP - 00316934 11/16/2011 CALIFORNIA FRANCHISE TAX BOARD 111.93
AP - 00316935 11/16/2011 CALIFORNIA FRANCHISE TAX BOARD 294.29
AP - 00316936 11/16/2011 CALIFORNIA FRANCHISE TAX BOARD 100.00
AP - 00316937 11/16/2011 CALIFORNIA FRANCHISE TAX BOARD 150.00
AP - 00316938 11/16/2011 CALIFORNIA, STATE OF 182.79
AP - 00316939 11/16/2011 CALPERS 12,760.08
AP - 00316939 11/16/2011 CALPERS 137,695.38
AP - 00316940 11/16/2011 CAPITOL BUILDERS HARDWARE INC. 288.15
AP - 00316942 11/16/2011 CARTY, DIANE 822.60
AP - 00316943 11/16/2011 CASE POWER AND EQUIPMENT 341.62
AP - 00316943 11/16/2011 CASE POWER AND EQUIPMENT -646.50
User: VLOPEZ -Veronica Lopez Page: 18 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Aeenda Check Ret?ister
ll/8/2011through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316943 11/16/2011 CASE POWER AND EQUIPMENT 351.03
AP - 00316944 11/16/2011 CASTILLO, FRANK 387.90
AP - 00316945 11/16/2011 CENTER ICE ARENA 322.00
AP - 00316946 11/16/2011 CHARTER COMMUNICATIONS 111.64
AP - 00316947 11/16/2011 CHILD SUPPORT ENFORCEMEN T DIVISION 175.00
AP - 00316948 11/16/2011 CLARK, KAREN 637.20
AP - 00316950 11/16/2011 CONTINENTAL AMERICAN INSURANCE COMPS 79.40
AP - 00316950 11/16/2011 CONTINENTAL AMERICAN INSURANCE COMPS 16.39
AP - 00316951 11/16/2011 COOK, LORI 40.00
AP - 00316952 11/16/2011 CQUENCE JIU JITSU LLC 115.50
AP - 00316953 11/16/201 ] CRAWLEY, BEDE 60.00
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 298.65
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 181.15
AP - 00316956 l l/16/2011 CUCAMONGA VALLEY WATER DISTRICT 217.02
AP - 00316956 I Ul6/2011 CUCAMONGA VALLEY WATER DISTRICT 174.32
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 145.60
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 783.62
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 986.46
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,327.55
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 441.08
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 559.12
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 73.89
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 505.82
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 265.22
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 76.76
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 38L35
AP - 00316956 11/]6/2011 CUCAMONGA VALLEY WATER DISTRICT 825.53
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 238.00
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 377.37
AP - 00316956 11/16/201 l CUCAMONGA VALLEY WATER DISTRICT 295.74
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 2,176.41
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 121.60
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,217.17
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 160.38
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 42.80
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 259.90
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 3,521.31
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 170.60
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 410.76
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 225.58
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 887.01
AP-00316956 11/16/2011 CUCAMONGA VALLEYWATER DISTRICT 355.47
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,441.43
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 87.41
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,900.79
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 2,002.87
AP - 00316956 l 1/16/201 I CUCAMONGA VALLEY WATER DISTRICT 172.37
AP - 00316956 l l/16/2011 CUCAMONGA VALLEY WATER DISTRICT 657.03
AP - 00316956 l 1/16/2011 CUCAMONGA VALLEY WATER DISTRICT 2,885.82
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 217.03
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 620.68
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 2,386.19
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 546.43
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,36 L83
P68
User: VLOPEZ -Veronica Lopez Page: 19 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Aeenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316956 11/16/201 l CUCAMONGA VALLEY WATER DISTRICT 213.92
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 530.67
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 587.80
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 496.83
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 140.38
AP - 00316956 l 1/16/2011 CUCAMONGA VALLEY WATER DISTRICT 829.91
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 345.09
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 200.83
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 414.13
AP - 00316956 11/16/201 I CUCAMONGA VALLEY WATER DISTRICT 361.07
AP - 00316956 11/16/201 l CUCAMONGA VALLEY WATER DISTRICT 53.08
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 492.43
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 554.57
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 236.01
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 478.91
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,023:63
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 175.41
AP - 00316956 11/16/201 l CUCAMONGA VALLEY WATER DISTRICT 1,546.06
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 809.59
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 288.17
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,144.31
AP - 00316956 11/16/201 I CUCAMONGA VALLEY WATER DISTRICT 761:77
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT ' 136.91
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 135.17
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 829.91
AP-00316956 11/16/2011 CUCAMONGAVALLEYWATERDISTRICT 476.92
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 215.15
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 777.71
AP - 00316956 11/16/201 l CUCAMONGA VALLEY WATER DISTRICT 1,632.83
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 57.47
AP - 00316956 11/16/201 I CUCAMONGA VALLEY WATER DISTRICT 314.23
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 69.28
AP - 00316956 1(/16/2011 CUCAMONGA VALLEY WATER DISTRICT 254.01
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 229.18
AP - 00316956 l U16/2011 CUCAMONGA VALLEY WATER DISTRICT 228.97
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 1,311.28
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 540.63
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 769.96
AP - 00316956 11/16/2011 CUGAMONGA VALLEY WATER DISTRICT 41.11
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 788.17
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 102.56
AP - 00316956 11/16/2011 CUCAMONGA VALLEY WATER DISTRICT 864.24
AP - 00316957 11/16/2011 DAGHDEVIRIAN, KATHY 528.00
AP - 00316958 11/16/201 I DANCE TERRIFIC 1,523.45
AP - 00316959 11/16/2011 DANCE TERRIFIC 162.90
AP - 00316960 11/16/2011 DAWSON SURVEYING INC. 3,020.00
AP - 00316961 11/16/2011 DC CONNECT INC 400.00
AP - 00316963 .11/16/2011 DEER CANYON LITTLE LEAGUE 28.00
AP - 00316964 11/16/2011 DELANEY, MICHAEL 3,200.00
AP - 00316965 11/16/2011 DELGADO, RUDY 32.33
AP - 00316965 11/16/2011 DELGADO, RUDY 16.15
AP - 00316965 11/16/2011 DELGADO, RUDY 32.30
AP - 00316966 11/16/2011 DELTA CARE USA 1,524.32
AP - 00316967 11/16/2011 DOWD, MICHELLE 216.00
P69
User: VLOPEZ -Veronica Lopez Page: 20 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P70
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316968 11/16/2011 DRACHAND, DI ANNE 570.00
AP - 00316969 11/16/2011 DTS ,1,575.00
AP - 00316970 11/16/2011 DUFFY, RICK 1,258.25
AP - 00316971 11/16/2011 DUNK EDWARDS CORPORATION 567.24
AP - 00316971 11/16/2011 DUNK EDWARDS CORPORATION 290.84
AP - 00316972 11/16/2011 DUNK, ANNE MARIE 1,687.80
AP - 00316972 11/16/2011 DUNK, ANNE MARIE 218.40
AP - 00316973 11/16/2011 ELECTRONICS WAREHOUSE 3.77
AP - 00316974 11/16/2011 EMPIRE MOBILE HOME SERVICE 350.00
AP - 00316974 11/16/2011 EMPIRE MOBILE HOME SERVICE 175.43
AP - 00316974 11/16/2011 EMPIRE MOBILE HOME SERVICE 573.25
AP - 00316975 11/16/2011 ENVIRONMENTAL RECOVERY SERVICES INC. 819.61
AP - 00316977 11/16/2011 FASTENAL COMPANY 27.38
AP - 00316977 11/16/2011 FASTENAL COMPANY 42.11
AP - 00316978 11/16/2011 FELICIANO, ANTHONY 420.00
AP - 00316979 11/16/2011 FIRST CLASS HEATING & AIR INC. 461.63
AP - 00316979 11/16/201 I FIRST CLASS HEATING & AIR INC. 80.39
AP - 00316980 11/16/2011 FLICKINGER, GLORIA 72.00
AP - 00316981 11/16/2011 FONTANA COMMUNITY LITTLE LEAGUE 32.00
AP - 00316983 11/16/2011 GEOGRAPHICS 2,483.53
AP - 00316984 11/16/2011 GIORDANO, MARIANNA 165.00
AP - 00316985 11/16/2011 GRAINGER 23.08
AP - 00316985 11/16/2011 GRAINGER 95.28
AP - 00316985 11/16/2011 GRAINGER 32.38
AP - 00316985 .11/16/2011 GRAINGER 482.16
AP - 00316985 11/16/2011 GRAINGER 46.45
AP - 00316985 11/16/2011 GRAINGER -95.28
AP - 00316986 11/16/2011 GURULE, RUBEN 10.00
AP - 00316987 11/16/2011 HANSON, SUZANNE 337.50
AP - 00316988 11/16/2011 HARBOUR, CAROL 964.00
AP - 00316989 11/16/2011 HAROON, MEHNAZ 123.00
AP - 00316990 11/16/2011 HAWTHORNE LIFT SYSTEMS 360.19
AP - 00316990 11/16/2011 HAWTHORNE LIFT SYSTEMS -1,064.61
AP - 00316990 11/16/2011 HAWTHORNE LIFT SYSTEMS -290.78
AP - 00316990 11/16/2011 HAWTHORNE LIFT SYSTEMS 10.54
AP - 00316990 11/16/2011 HAWTHORNE LIFT SYSTEMS 1,064.61
AP - 00316991 11/16/2011 HAY, SHARON 48.00
AP - 00316992 11/16/2011 HEILIG, KELLY 1,026.00
AP - 00316993 11/16/2011 HOME DEPOT CREDIT SERVICES 326.70
AP - 00316994 11/16/201 I HOSE MAN INC 19.37
AP - 00316996 11/16/2011 HSU, STEVE 1,296.00
AP - 00316997 11/16/2011 HUTCHINSON, LISA 691.20
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 61.03
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 434.31
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 36.08
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS -14.18
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 43.56
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 157.73
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 13.08
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 58.43
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 117.78
AP - 00316998 1 ]/16/2011 INDEPENDENT STATIONERS -22.96
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 48.61
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 78.11
User: VLOPEZ -Veronica Lopez Page: 21 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layou[ Time: 14:19:0
CITY OF RANCHO CUCAMONGA
A¢enda Check Re!?ister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 79. 74
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 17. 72
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 86. 20
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 20. 08
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 20. 07
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 28. 64
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 197. 88
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 7. 00
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 31. 48
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 23. 55
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 1,274. 01
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 107. 40
AP - 00316998 11/16/2011 INDEPENDENT STATIONERS 93. 58
AP - 00316999 11/16/2011 INDUSTRIAL SUPPLY CO INC 157. 46
AP - 00317000 11/16/2011 INLAND FAIR HOUSING AND MEDIATION BOA] 749. 73
AP - 00317000 11/16/2011 INLAND FAIR HOUSING AND MEDIATION BOA] 821. 45
AP - 00317001 11/16/2011 INLAND PRESORT & MAILING SERVICES 34. 82
AP - 00317001 11/16/201 I INLAND PRESORT & MAILING SERVICES 63. 53
AP - 00317002 11/16/2011 INLAND VALLEY DANCE ACADEMY 2,223. 00
AP - 00317003 11/16/2011 INTEGRITY COURIER SERVICES INC 140. 00
AP - 00317004 11/16/2011 INTERNAL REVENUE SERVICE 75. 00
AP - 00317005 11/16/2011 INTERNATIONAL LINE BUILDERS INC 19,363. 94
AP - 00317006 11/16/2011 INTERNATIONAL MUSIC NETWORK 2,900. 00
AP - 00317006 11/16/2011 INTERNATIONAL MUSIC NETWORK -203. 00
AP - 00317007 11/16/201 I INTRAVAIA ROCK AND SAND INC 620. 56
AP - 00317008 11/16/201 I IVG ENERGY LTD 1,210. 00
AP - 00317009 11/16/2011 JE COMPLIANCE SERVICES INC 262. 50
AP - 00317010 11/16/2011 JM SERVICES 3,937. 50
AP - 00317011 11/16/2011 JOHNSON MACHINERY COMPANY 1,415. 33
AP - 00317011 11/16/2011 JOHNSON MACHINERY COMPANY 2,454. 79
AP - 00317012 11/16/2011 JOHNSON, JENNY 37. 50
AP - 00317013 11/16/2011 K HOVNANIAN COMPANIES 113. 63
AP - 00317014 11/16/2011 KANE, JOHN 81. 00
AP-00317015 11/16/2011 KIDSART 357. 00
AP - 00317016 11/16/2011 KIM, DANIEL 630 .00
AP - 00317021 11/16/2011 LEIGHTON CONSULTING INC 5,365 .01
AP - 00317021 11/16/2011 LEIGHTON CONSULTING INC 1,962 .81
AP - 00317022 11/16/2011 LEWIS LAND DEVELOPERS LLC 404 .98
AP - 00317023 11/16/201 I LIM, HEATHER 165 .00
AP - 00317024 11/16/201 I LIVE OAK DOG OBEDIENCE 594 .00
AP - 00317025 11/16/2011 LOS ANGELES FREIGHTLINER 160 .02
AP - 00317026 11/16/2011 MALESKEY, CAROL M 20 .00
AP - 00317027 11/16/2011 MALONEY, SUE ANN 1,433 .05
AP - 003]7028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 21,635 .55
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 141 .57
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 10,068 .56
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 3,920 .00
AP - 00317028 11/16/201 I MARIPOSA HORTICULTURAL ENT INC 2,111 .08
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 3,754 .44
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 5,511 .22
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 304 .52
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 12,197 .13
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 3,988 .67
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 587 .54
P71
User: VLOPEZ -Veronica Lopez Page: 22 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P72
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 5,059.09
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 696.51
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 2,737.36
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 870.75
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 822.67
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 3,022.47
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 2,289.21
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 6,578.73
AP - 00317028 11/16/2011 MARIPOSA HORTICULTURAL ENT INC 15,998.13
AP - 00317029 11/16/201 I MARK CHRISTOPHER INC 111.98
AP - 00317030 11/16/2011 MARSHALL, SYLVIA 1,268.40
AP - 00317031 11/16/2011 MARTINEZ UNION SERVICE 45.00
AP - 00317032 11/16/2011 MATANGA, JULIE EDWARD 308.00
AP - 00317033 11/16/2011 MAXWELL, ANTHONY 81.00
AP - 00317034 11/16/2011 MC TRUCKING 893.74
AP - 00317035 11/16/2011 MCMASTER CARR SUPPLY COMPANY 70.78
AP - 00317036 11/16/2011 MCSWAIN & ASSOCIATES 180.00
AP - 00317037 11/16/2011 MICROSOFT TECHNET 483.80
AP - 00317038 11/16/2011 MIDWEST TAPE 64.98
AP - 00317038 11/16/2011 MIDWEST TAPE 34.99
AP - 00317038 11/16/2011 MIDWEST TAPE 39.99
AP - 00317038 11/16/2011 MIDWEST TAPE 22.99
AP - 00317038 11/16/2011 MIDWEST TAPE 25.98
AP - 00317038 11/16/201 l MIDWEST TAPE 25.98
AP - 00317038 11/16/2011 MIDWEST TAPE 36.98
AP - 00317038 11/16/2011 MIDWEST TAPE 39.99
AP - 00317039 11/16/2011 MOE, JOHN 494.10
AP - 00317040 11/16/2011 MORRIS, PAT 177.60
AP - 00317041 11/16/2011 MOUNTAIN VIEW SMALL ENG REPAIR 22.20
AP - 00317042 11/16/2011 MSA INLAND EMPIRE/DESERT CHAPTER 30.00
AP - 00317043 11/16/2011 MUNICIPAL MAINTENANCE EQUIPMENT INC 1,526.62
AP - 00317044 11/16/2011 MYERCHIN, NICOLE 1,330.50
AP - 00317045 11/16/2011 N-2 FITNESS 561.60
AP - 00317046 11/16/2011 NAPA AUTO PARTS 173.04
AP - 00317046 11/16/2011 NAPA AUTO PARTS 101.03
AP - 00317046 11/16/2011 NAPA AUTO PARTS 54.05
AP - 00317047 11/16/2011 NATIONAL PEN CORPORATION 255.15
AP - 00317048 11/16/2011 NEXTEL 1,219.38
AP - 00317049 11/16/2011 OAKVIEW CONSTRUCTORS INC 147,431.70
AP - 00317049 11/16/2011 OAKVIEW CONSTRUCTORS INC -14,743.17
AP - 00317049 11/16/2011 OAKVIEW CONSTRUCTORS INC -40,298.00
AP - 00317049 11/16/2011 OAKVIEW CONSTRUCTORS INC 402,979.98
AP - 00317050 11/16/2011 OFFICE DEPOT 1,508.07
AP - 00317050 11/16/2011 OFFICE DEPOT 15.05
AP - 00317050 11/16/2011 OFFICE DEPOT 99.09
AP - 00317051 11/16/2011 ONTARIO ICE SKATING CENTER 218.40
AP - 00317052 11/16/2011 PACIFIC MUNICIPAL CONSULTANTS 1,603.43
AP - 00317053 11/16/201 I PACIFIC TELEMANAGEMENT SERVICES 3,825.00
AP - 00317054 11/16/2011 PAL CAMPAIGN 10.00
AP - 00317055 11/16/2011 PARS 3,500.00
AP - 00317056 11/16/2011 PENNY PLUMBING 2,014.03
AP - 00317057 11/16/2011 PETES ROAD SERVICE INC 1,143.34
AP - 00317057 11/16/2011 PETES ROAD SERVICE INC 605.52
AP - 00317057 11/16/2011 PETES ROAD SERVICE INC 269.90
User: VLOPEZ -Veronica Lopez Page: 23 Current Date: 11/30/201
Report:CK_AGENDA_R EG_PORTRAIT_RC - CK: Agenda Check Register PorVait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amoun[
AP - 00317058 11/16/2011 PRE-PAID LEGAL SERVICES INC 161.67
AP - 00317058 11/16/2011 PRE-PAID LEGAL SERVICES INC 11.40
AP - 00317059 11/16/2011 PRECISION GYMNASTICS 2,638.30
AP - 00317060 11/16/201 I PROPET DISTRIBUTORS INC 1,242.95
AP - 00317061 11/16/2011 PUNQ GINO 9.00
AP - 00317062 1(/16/2011 R AND R AUTOMOTNE 270.39
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 37.34
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 370.27
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 1,270.63
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 110.53
AP - 00317062 11/16/2011 R AND R AUTOMOTNE 63.02
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 80.00
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 63.02
AP - 00317062 11/16/2011 R AND R AUTOMOTNE 1,223.26
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 75.00
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 568.42
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 237.63
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 37.34
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 37.34
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 37.34
AP - 00317062 11/16/2011 R AND R AUTOMOTIVE 40.00
AP - 00317063 11/16/2011 RAAD, NANCY 500.00
AP - 00317064 11/16/2011 RACKED AND READY STEEL AND ALUMINUM 80.00
AP - 00317065 11/16/2011 RANCHO CUCAMONGA CHAMBER OF COMMEI 45.00
AP - 00317066 11/16/2011 RANCHO CUCAMONGA EQUESTRIAN PATROL 2,000.00
AP - 00317067 11/16/2011 RANCHO SMOG CENTER 35.00
AP - 00317068 11/16/2011 RANDOM HOUSE INC 25.88
AP - 00317069 11/16/2011 RBM LOCK AND KEY SERVICE 16.97
AP - 00317069 11/16/2011 RBM LOCK AND KEY SERVICE 35.91
AP - 00317069 11/16/201 l RBM LOCK AND KEY SERVICE 11.04
AP - 00317069 11/16/2011 RBM LOCK AND KEY SERVICE 71.89
AP - 00317069 11/16/2011 RBM LOCK AND KEY SERVICE 68.96
AP - 00317070 11/16/2011 RCPFA 9,107.54
AP-00317071 11/16/201] RIGHTWAY 486.20
AP - 00317072 11/16/2011 ROBLES, RAUL P 80.00
AP - 00317073 11/16/2011 RODRIGUEZ INC, R Y 216.00
AP - 00317073 11/16/201 I RODRIGUEZ INC, R Y 279.00
AP - 00317074 11/16/2011 SAFELITE FULFILLMENT INC 222.43
AP - 00317075 11/16/2011 SAFEWAY SIGN COMPANY 3,746.18
AP - 00317076 11/16/2011 SALDANA, KRISTE M 2,300.00
AP - 00317078 11/16/2011 SAN BERNARDINO CO AUDITOR CONT 291.00
AP - 00317078 11/16/2011 SAN BERNARDINO CO AUDITOR CONT 289.50
AP - 00317078 11/16/2011 SAN BERNARDINO CO AUDITOR CONT 579.00
AP - 00317078 11/16/2011 SAN BERNARDINO CO AUDITOR CONT 388.00
AP - 00317078 11/16/2011 SAN BERNARDINO CO AUDITOR CONT 291.00
AP - 00317078 11/16/201 I SAN BERNARDINO CO AUDITOR CONT 495.00
AP - 00317078 l 1/16/201 I SAN BERNARDINO CO AUDITOR CONT 950.00
AP - 00317079 11/16/2011 SAN BERNARDINO COUNTY SHERIFFS DEPT 242.00
AP - 00317080 .11/16/2011 SAN BERNARDINO COUNTY SHERIFFS DEPT 3,532.60
AP - 00317082 11/16/2011 SAN BERNARDINO COUNTY 4,497.20
AP - 00317083 11/16/2011 SAN BERNARDINO COUNTY 43,925.00
AP - 00317084 11/16/2011 SAN BERNARDINO CTY 5,000.00
AP - 00317085 l 1/16/2011 SAN BERNARDINO CTY 1,236.00
AP-00317086 11/16/2011 SBPEA 673.79
P73
User: VLOPEZ -Veronica Lopez Page: 24 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317087 11/16/2011 SC FUELS 15,723.28
AP - 00317087 11/16/2011 SC FUELS 16,434.12
AP - 00317087 11/16/2011 SC FUELS 15,169.95
AP - 00317087 11/16/2011 SC FUELS 14,513.80
AP - 00317088 11/16/2011 SCHRADER, ALLISON 769.50
AP - 00317088 11/16/2011 SCHRADER, ALLISON 240.00
AP - 00317090 11/16/2011 SCOTT, APRIL ~ 81.00
AP - 00317091 11/16/2011 SHERIFFS COURT SERVICES 255.00
AP - 00317092 11/16/2011 SHERIFFS COURT SERVICES 18.70
AP - 00317093 11/16/2011 SHERIFFS COURT SERVICES 397.34
AP - 00317094 11/16/2011 SHERIFFS COURT SERVICES 150.00
AP - 00317095 11/16/2011 SHERIFFS COURT SERVICES 30.51
AP - 00317096 11/16/2011 SHERIFFS COURT SERVICES 182.10
AP - 00317097 11/16/2011 SILGUERO, DE ANN 320.00
AP - 00317101 11/16/2011 SOURCE GRAPHICS 1,019.17
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 4,171.17
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 171.26
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.63
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 922.21
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.02
AP - 00317108 l l/16/2011 SOUTHERN CALIFORNIA EDISON 25.02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.55
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.92
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 40.91
AP - 00317108 l 1/16/2011 SOUTHERN CALIFORNIA EDISON 22.72
AP - 00317108 I l/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP -.00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.83
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 50.66
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 55.47
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.45
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.55
AP - 00317108 l 1/16/2011 SOUTHERN CALIFORNIA EDISON 57.63
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.13
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 71.71
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.45
AP - 00317108 l 1/16/2011 SOUTHERN CALIFORNIA EDISON 23.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 115.14
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 41.04
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 89.12
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 81.97
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 4.54
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.63
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 42.68
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User: VLOPEZ -Veronica Lopez Page: 25 Current Dale: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 1 1/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 1 I/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORMA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON
P75
Amount
111.46
67.97
106.94
23.55
24.41
23.55
22.72
23.49
14.14
87.43
7.98
25.02
25.02
25.02
24.41
204.14
25.02
22.72
22.36
23.45
71.16
23.45
23.49
23.45
23.45
26.03
25.05
24.33
25.02
86.99
25.82
82.87
144.55
109.03
36.00
23.39
23.39
126.20
88.41
22.93
114.60
170.94
81.30
22.94
34.15
23.72
73.53
110.86
972.50
1,615.78
28.58
25.16
0.63
23.61
User: VLOPEZ -Veronica Lopez Page: 26
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout
Current Date: 11/30/201
Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check ReEister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amoun[
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 57. 30
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 49. 86
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23. 85
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 62. 51
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25. 02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 64. 08
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 28. 96
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25. 02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24. 83
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25. 02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25 .02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 22. 93
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 573 .53
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .61
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 133 .14
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .45
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 55 .25
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 50 .83
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 187 .11
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA ED[SON 70 .58
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 138 .77
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 137 .85
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 98 .37
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .47
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 79 .55
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 40 .75
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 83 .73
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 68 .83
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25 .18
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 14 .15
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24 .86
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 62 .52
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25 .76
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 64 .18
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 154 .78
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25 .02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 1 .86
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 83 .89
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .45
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 40 .96
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 1,281 .55
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 22 .86
AP - 00317108 l 1/16/2011 SOUTHERN CALIFORNIA EDISON 23 .39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 69 .33
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .55
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 30 .47
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 22 .72
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 53 .27
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23 .55
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA ED[SON 24 .83
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25 .02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25 .16
P76
User: VLOPEZ -Veronica Lopez Page: 27 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 72.04
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 148.70
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 285.41
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 603.09
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.45
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.42
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 26.24
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.25
AP - 00317108 I I/16/2011 SOUTHERN CALIFORNIA EDISON 42.48
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 88.71
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON 18,202.66
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 57.70
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 26.24
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 27.32
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 22.93
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 14.87
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 71.01
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON 74.43
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 136.64
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.69
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 61.68
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.45
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 87.94
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 100.04
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.16
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.90
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.28
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 22.72
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 92.17
AP - 00317108 I I/16/2011 SOUTHERN CALIFORNIA EDISON 24.19
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.06
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.00
AP - 00317108 11/16/20] I SOUTHERN CALIFORNIA EDISON 25.75
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 56.92
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.92
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 58.10
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.92
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 81.57
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.06
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 77.07
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 47.71
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.45
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON 24.99
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON 164.39
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON 25.22
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 79.12
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 21.99
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 37.46
P77
User: VLOPEZ -Veronica Lopez Page: 28 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA P78
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.96
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.02
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 25.05
AP - 00317108 11/16/201 l SOUTHERN CALIFORNIA EDISON 33.33
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 22.86
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 69.52
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 73.75
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 107.31
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 l 1/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 21.99
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 75.66
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 34.93
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 60.90
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 15.17
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 115.66
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 24.83
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.39
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 29.53
AP - 00317108 11/16/2011 SOUTHERN CALIFORNIA EDISON 23.45
AP - 00317108 11/16/201 I SOUTHERN CALIFORNIA EDISON 23.49
AP - 00317108 I Ul6/2011 SOUTHERN CALIFORNIA EDISON 22.19
AP - 00317109 11/16/2011 SOUTHERN CALIFORNIA EDISON 226.95
AP - 00317110 11/16/201 I SPECTRUM CARE LANDSCAPE AND IRRIGATIO 11,673.81
AP - 00317110 11/16/2011 SPECTRUM CARE LANDSCAPE AND IRRIGATIO 8,685.06
AP - 00317110 11/16/2011 SPECTRUM CARE LANDSCAPE AND IRRIGATIO 36.49
AP - 00317110 11/16/2011 SPECTRUM CARE LANDSCAPE AND IRRIGATIO 305.00
AP - 00317110 11/16/2011 SPECTRUM CARE LANDSCAPE AND IRRIGATIO 1,330.36
AP - 00317110 11/16/2011 SPECTRUM CARE LANDSCAPE AND IRRIGATIO 3,199.34
AP - 00317110 11/16/2011 SPECTRUM CARE LANDSCAPE AND IRRIGATIO 3,693.86
AP - 00317110 11/16/2011 SPECTRUM CARE LANDSCAPE AND IRRIGATIO 162.00
AP - 00317110 11/16/201 l SPECTRUM CARE LANDSCAPE AND IRRIGATIO 39,064.40
AP - 00317111 11/16/2011 SPIKER, MATTHEW 66.00
AP - 00317112 11/16/2011 STEELWORKERS OLDTIMERS FOUNDATION 217.41
AP - 00317112 11/16/2011 STEELWORKERS OLDTIMERS FOUNDATION 833.56
AP - 00317112 11/16/2011 STEELWORKERS OLDTIMERS FOUNDATION 800.00
AP - 00317112 11/16/2011 STEELWORKERS OLDTIMERS FOUNDATION 684.02
AP - 00317113 l l/16/2011 STERLING COFFEE SERVICE 165.24
AP - 00317113 11/16/2011 STERLING COFFEE SERVICE 183.15
AP - 00317113 11/16/2011 STERLING COFFEE SERVICE 32.65
AP - 00317113 l 1/16/2011 STERLING COFFEE SERVICE 110.45
AP - 00317113 11/16/2011 STERLING COFFEE SERVICE 365.79
AP - 00317113 11/16/2011 STERLING COFFEE SERVICE 210.00
AP - 00317114 11/16/2011 STOFA, JOSEPH 10.00
AP - 00317116 11/16/2011 SUMARLI, LYDIA 264.00
AP - 003171 l7 11/16/2011 SUN, THE 223.80
AP - 00317118 11/16/201 I SUPLER, LISSA 225.00
AP - 00317118 11/16/2011 SUPLER, LISSA 225.00
AP - 00317119 11/16/2011 TERRY, DONNA 264.60
AP - 00317120 11/16/2011 THOMPSON PLUMBING SUPPLY 54.88
AP - 00317121 11/16/201 I TRAK ENGINEERING INC 1,146.50
AP - 00317122 11/16/2011 UNIFIRST UNIFORM SERVICE 769.26
User: VLOPEZ -Veronica Lopez Page: 29 Current Date: l 1/30/201
Report:CK_AGENDA_R EG_PORTRAI T_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317122 11/16/2011 UNIFIRST UNIFORM SERVICE 119.35
AP - 00317122 11/16/2011 UNIFIRST UMFORM SERVICE 748.64
AP - 00317122 11/16/2011 UNIFIRST UNIFORM SERVICE 25.85
AP - 00317122 11/16/2011 UNIFIRST UNIFORM SERVICE 44.00
AP - 00317122 11/16/201 I UNIFIRST UNIFORM SERVICE 119.35
AP - 00317122 11/16/2011 UNIFIRST UNIFORM SERVICE 25.85
AP - 00317122 11/16/2011 UNIFIRST UNIFORM SERVICE 44.00
AP - 00317123 11/16/2011 UNION BANK OF CALIFORNIA TRUSTEE FOR P. 1,792.74
AP - 00317124 11/16/2011 UNIQUE MANAGEMENT SERVICES INC 603.56
AP - 00317125 11/16/2011 UNIQUE PRINTS SCREEN PRINTING 177.00
AP - 00317125 11/16/2011 UNIQUE PRINTS SCREEN PRINTING 13.72
AP - 00317126 11/16/2011 UNITED ROTARY BRUSH CORPORATION 406.57
AP - 00317126 11/16/2011 UNITED ROTARY BRUSH CORPORATION 406.57
AP - 00317126 11/16/2011 UNITED ROTARY BRUSH CORPORATION 779.50
AP - 00317127 11/16/2011 UNITED SITE SERVICES OF CA INC 10.60
AP - 00317128 11/16/2011 UNITED TRAFFIC 319.07
AP - 00317129 11/16/201 ] UNITED WAY 200.50
AP - 00317129 11/16/2011 UNITED WAY 6.00
AP - 00317130 11/16/2011 UPS 46.03
AP - 00317130 11/16/201 I UPS 53.05
AP - 00317130 11/16/2011 UPS 34.07
AP - 00317131 11/16/2011 URQUIZU, JIM 200.00
AP-00317132 11/16/2011 UTILIQUEST 1,038.75
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 37.09
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 38.26
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 18.09
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 18.60
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 79.20
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 3,352.10
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 18.11
AP - 00317135 ] 1/16/2011 VERIZON CALIFORNIA 18.11
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 39.62
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 38.26
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 22.92
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 40.91
AP - 00317135 11/16/201 I VERIZON CALIFORNIA 37.05
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 37.09
AP - 00317135 11/16/201 I VERIZON CALIFORNIA 18.11
AP - 00317135 11/16/201 I VERIZON CALIFORNIA 38.22
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 42.12
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 185.47
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 39.19
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 37.05
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 74.19
AP - 00317135 I ]/16/2011 VERIZON CALIFORNIA 37.55
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 21.21
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 46.55
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 18.09
AP - 00317135 11/16/201 I VERIZON CALIFORNIA 20.31
AP - 00317135 11/16/201 l VERIZON CALIFORNIA 38.22
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 37.09
AP - 00317135 11/16/2011 VERIZON CALIFORNIA ~ 40.50
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 170.75
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 38.22
P79
User: VLOPEZ -Veronica Lopez Page: 30 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check ReHister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 38.22
AP - 00317135 1 ]/16/2011 VERIZON CALIFORNIA 20.31
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 409.48
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 37.05
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 168.49
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 48.79
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 48.79
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 37.09
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 148.37
AP - 00317135 11/16/2011 VERIZON CALIFORNIA 114.77
AP - 00317136 11/16/2011 Verizon 28.83
AP - 00317137 11/16/2011 VULCAN MATERIALS COMPANY 70.44
AP - 00317138 l l/16/2011 WAINWRIGHT, IANICE RODGERS 1,400.00
AP - 00317139 11/16/2011 WALTERS WHOLESALE ELECTRIC CO -254.48
AP - 00317139 11/16/2011 WALTERS WHOLESALE ELECTRIC CO 43.10
AP - 00317139 11/16/2011 WALTERS WHOLESALE ELECTRIC CO 268.49
AP - 00317139 11/16/2011 WALTERS WHOLESALE ELECTRIC CO 265.73
AP - 00317139 11/16/2011 WALTERS WHOLESALE ELECTRIC CO 120.03
AP - 00317139 11/16/2011 WALTERS WHOLESALE ELECTRIC CO 44.70
AP - 00317140 11/16/2011 WAXIE SANITARY SUPPLY 1,160.61
AP - 00317141 11/16/2011 WEST END MATERIAL SUPPLY 14.57
AP - 00317142 11/16/2011 WESTRUX INTERNATIONAL INC 53.55
AP - 00317143 11/16/201 l WHITE NELSON DIEHL EVANS LLP 275.00
AP - 00317143 11/16/2011 WHITE NELSON DIEHL EVANS LLP 275.00
AP - 00317145 11/16/2011 WILSON AND BELL 75.00
AP - 00317145 11/16/201 l WILSON AND BELL 512.05
AP - 00317146 11/16/2011 WILSON, EDDIE 25.00
AP - 00317147 11/16/2011 ZAILQ ROBERT W 70.20
AP - 00317148 11/16/2011 ZAVALA, PETER 60.00
AP - 00317149 11/17/2011 CALPERS 221,520.22
AP - 00317150 11/17/201 l CALPERS 12,688.07
AP - 00317150 11/17/2011 CALPERS 137,999.07
AP - 00317152 11/17/2011 AUTO BODY 2000 2,918.98
AP - 00317153 11/17/2011 B AND K ELECTRIC WHOLESALE 80.33
AP - 00317154 11/17/201 I COMP U ZONE 127.50
AP - 00317155 11/17/2011 DAPPER TIRE CO 290.16
AP - 00317155 11/17/2011 DAPPER TIRE CO 506.88
AP - 00317156 11/17/2011 EMCOR SERVICE 15,997.75
AP - 00317156 11/17/2011 EMCOR SERVICE 1,188.83
AP - 00317156 11/17/2011 EMCOR SERVICE 259.00
AP - 00317156 11/17/2011 EMCOR SERVICE 3,132.30
AP - 003]7157 11/17/2011 EWING IRRIGATION PRODUCTS 187.38
AP - 00317157 11/17/20] I EWING IRRIGATION PRODUCTS 948.20
AP - 00317157 11/17/201 l EWING IRRIGATION PRODUCTS 113.56
AP - 00317157 11/17/2011 EWING IRRIGATION PRODUCTS 634.53
AP - 00317158 11/17/2011 HOLLIDAY ROCK CO INC 61.48
AP - 00317158 11/17/2011 HOLLIDAY ROCK CO INC 75.00
AP - 00317158 l 1/17/2011 HOLLIDAY ROCK CO INC 121.78
AP - 00317158 11/17/2011 HOLLIDAY ROCK CO INC 657.70
AP - 00317159 11/17/2011 HYDROSCAPE PRODUCTS INC 134.81
AP - 00317159 11/17/2011 HYDROSCAPE PRODUCTS INC 282.51
AP - 00317159 11/17/2011 HYDROSCAPE PRODUCTS INC 2]8.52
AP - 00317159 11/17/2011 HYDROSCAPE PRODUCTS INC 119.70
AP - 00317159 11/17/2011 HYDROSCAPE PRODUCTS INC 84.06
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Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
~:~:~.
CITY OF RANCHO CUCAMONGA
Aeenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317160 11/17/2011 INTERSTATE BATTERIES 12,647.67
AP - 00317160 11/17/2011 INTERSTATE BATTERIES 14,183.39
AP - 00317161 11/17/2011 SUNRISE FORD 27,179.56
AP - 00317161 11/17/2011 SUNRISE FORD 44.50
AP - 00317161 11/17/2011 SUNRISE FORD 131.86
AP - 00317162 l 1/17/2011 TRUGREEN LANDCARE 14,406.68
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 20,018.54
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 401.25
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 2,556.32
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 4,569.60
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 560.75
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 9,879.68
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 1,613.85
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 212.16
AP - 00317162 11/17/2011 TRUGREEN LANDCARE 694.67
AP - 00317163 11/22/2011 20WEST GRAPHIC STUDIO 270.00
AP - 00317164 11/22/2011 A&V SOFTBALL 2,525.00
AP - 003]7165 11/22/2011 AA EQUIPMENT RENTALS CO INC 317.85
AP - 00317165 11/22/2011 AA EQUIPMENT RENTALS CO INC -24.23
AP - 00317165 11/22/2011 AA EQUIPMENT RENTALS CO INC 163.94
AP - 00317165 11/22/2011 AA EQUIPMENT RENTALS CO INC 483.84
AP - 00317165 11/22/2011 AA EQUIPMENT RENTALS CO INC 37.34
AP - 00317165 11/22/2011 AA EQUIPMENT RENTALS CO INC 123.55
AP - 00317166 11/22/2011 AAVCO 2,863.91
AP - 00317167 11/22/2011 ABI DOCUMENT SUPPORT SERVICES 45.87
AP - 00317168 11/22/2011 ABIabsolute.com 155.34
AP - 00317169 11/22/2011 ABM BUSINESS MACHINES INC 282.48
AP - 00317170 11/22/2011 ABM JANITORIAL SW 1,873.20
AP - 00317170 11/22/2011 ABM JANITORIAL SW 1,380.25
AP - 00317170 11/22/2011 ABM JANITORIAL SW 1,873.20
AP - 00317170 11/22/2011 ABM JANITORIAL SW 394.36
AP - 00317170 11/22/2011 ABM JANITORIAL SW 295.77
AP - 00317170 11/22/2011 ABM JANITORIAL SW 197.18
AP - 00317170 11/22/2011 ABM JANITORIAL SW 147.88
AP - 00317170 11/22/2011 ABM JANITORIAL SW 147.88
AP - 00317170 11/22/201 I ABM JANITORIAL SW 929.24
AP - 00317170 11/22/2011 ABM JANITORIAL SW 458.84
AP - 00317170 11/22/2011 ABM JANITORIAL SW 887.31
AP - 00317170 11/22/2011 ABM JANITORIAL SW 985.89
AP - 00317171 11/22/2011 ABUNDANT LIVING FAMILY CHURCH 200.00
AP - 00317173 11/22/2011 ACEY DECY EQUIPMENT INC. 227.72
AP - 00317173 11/22/2011 ACEY DECY EQUH'MENT INC. 30.00
AP - 00317173 11/22/2011 ACEY DECY EQUIPMENT INC. 30.00
AP - 00317173 11/22/2011 ACEY DECY EQUIPMENT INC. 30.00
AP - 00317174 11/22/2011 ACTION AWARDS INC. 1,663.96
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE AMMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
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Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL, HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 25.00
AP - 00317176 1(/22/201 I ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317176 11/22/2011 ADOBE ANIMAL HOSPITAL 50.00
AP - 00317177 11/22/2011 AEF SYSTEMS CONSULTING INC 612.50
AP - 00317177 11/22/2011 AEF SYSTEMS CONSULTING INC 1,662.50
AP.- 00317178 11/22/2011 AEI-CASC ENGINEERING INC. 15,268.84
AP - 00317179 11/22/2011 AGAPE EMPLOYMENT 664.95
AP - 00317179 11/22/2011 AGAPE EMPLOYMENT 664.95
AP - 00317179 11/22/2011 AGAPE EMPLOYMENT 12.79
AP - 00317179 11/22/2011 AGAPE EMPLOYMENT 682.00
AP - 00317179 11/22/2011 AGAPE EMPLOYMENT 63.95
AP - 00317180 11/22/2011 AGILINE INC 1,420.00
AP - 00317180 11/22/2011 AGILINE INC 140.00
AP - 00317180 11/22/2011 AGILINE INC 40.00
AP - 00317181 11/22/2011 ALBITRE, MERCEDES 45.00
AP - 00317182 11/22/2011 ALL CITY MANAGEMENT SERVICES INC. 20,920.75
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11 /22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 l 1/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
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CITY OF RANCHO CUCAMONGA P83
At=_enda Check Resister
] 1/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 1 1/22/201 1 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/201 I ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/201 I ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/201 I ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/201 I ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 25.00
AP - 00317185 11/22/201 l ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/201 l ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317185 11/22/2011 ALTA LOMA ANIMAL HOSPITAL 50.00
AP - 00317187 11/22/2011 ANDRADE, LAINI 48.84
AP - 00317188 11/22/2011 ANIMAL HEALTH & SANITARY SUPPLY 1,075.83
AP - 00317189 11/22/2011 ANTECH DIAGNOSTICS 1,013.80
AP - 00317190 11/22/2011 ARAMARK UNIFORM SERVICES 3.35
AP - 00317190 11/22/2011 ARAMARK UNIFORM SERVICES 3.35
AP - 00317191 11/22/2011 ARNOLD FIELDS PAINTING 4,150.00
AP - 00317192 11/22/2011 AROCHO, ALMA 153.60
AP - 00317193 11/22/2011 ARRAY NETWORKS 3,248.50
User: VLOPEZ -Veronica Lopez Page: 34 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layou[ Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Aeenda Check Re¢ister
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00317195 11/22/2011 AUDIO EDITIONS 8.58
AP - 00317196 11/22/2011 AUFBAU CORPORATION 10,000.00
AP - 00317196 11/22/2011 AUFBAU CORPORATION 238.00
AP - 00317197 11/22/2011 AUSTIN POWER PONG 311.80
AP - 00317198 11/22/2011 AUTO AND RV SPECIALISTS INC. 75.16
AP - 00317199 11/22/2011 AVANTS, MARGE 105.00
AP - 00317199 11/22/2011 AVANTS, MARGE 120.00
AP - 00317200 11/22/2011 BALDY FIRE AND SAFETY 102.00
AP - 00317201 11/22/2011 BARNES AND NOBLE 21.12
AP - 00317201 11/22/2011 BARNES AND NOBLE 21.12
AP - 00317203 11/22/201 I BEST CONTRACTING SERVICES INC 1,180.00
AP - 00317204 11/22/2011 BISHOP COMPANY 65.95
AP - 00317205 11/22/2011 BLAIR, CELESTE 144.00
AP - 00317207 11/22/2011 BREMER WHYTE BROWN & O'MEARA LLP 247.50
AP - 00317208 11/22/2011 BRUCE, INGRID 33.41
AP - 00317211 11/22/2011 CDW-G 1,083.26
AP - 00317211 11/22/2011 CDW-G 252.48
AP-00317211 11/22/2011 CDW-G 307.14
AP - 00317212 11/22/2011 CENTRAL SCHOOL DISTRICT 7,237.00
AP - 00317213 11/22/2011 CENTURYLINK BUSINESS SERVICES 2.59
AP - 00317215 11/22/2011 CHAVEZ, YADIRA 500.00
AP - 00317217 11/22/2011 CIRIACKS, VALERIE ANN 84.00
AP - 00317217 11/22/2011 CIRIACKS, VALERIE ANN 96.00
AP - 00317219 11/22/2011 CLARK, KAREN 144.00
AP - 00317220 11/22/2011 CLERK OF THE BOARD 2,094.00
AP - 00317221 11/22/2011 CLIMATEC BUILDING TECHNOLOGIES GROUP 2,657.54
AP - 00317223 11/22/201 l COCHERELL, DOREEN 96.00
AP - 00317224 11/22/2011 CODE 3 CREATIONS 435.00
AP - 00317225 11/22/2011 COMBINED MARTIAL SCIENCE INC 2,185.05
AP - 00317228 11/22/201 l CONCEPT POWDER COATING 215.00
AP - 00317229 11/22/201 I CONTACT SECURITY INC 454.65
AP - 00317229 11/22/201 l CONTACT SECURITY INC 3,117.60
AP - 00317229 11/22/201 l CONTACT SECURITY INC 2,442.11
AP - 00317229 11/22/2011 CONTACT SECURITY INC 13,132.75
AP - 00317229 11/22/2011 CONTACT SECURITY INC 3,702.15
AP - 00317229 11/22/2011 CONTACT SECURITY INC ~ 3,637.20
AP - 00317229 11/22/2011 CONTACT SECURITY INC 6,546.96
AP - 00317230 11/22/2011 COOPER, CHERYL 374.40
AP - 00317230 11/22/2011 COOPER, CHERYL 57.00
AP - 00317230 11/22/2011 COOPER, CHERYL 158.40
AP - 00317231 11/22/2011 COPIES & INK PRINTING INC. 814.40
AP - 00317232 11/22/201 l COSCO FIRE PROTECTION 130.00
AP - 00317234 11/22/2011 CPAC INC 38,427.00
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 845.22
AP - 00317238 1 U22/2011 CUCAMONGA VALLEY WATER DISTRICT 143.89
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 187.34
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 510.38
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 500.81
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 307.68
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 211.77
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 159.53
AP - 003 U238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 636.54
AP - 00317238 1 U22/2011 CUCAMONGA VALLEY WATER DISTRICT 408.73
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,699.18
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Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Asenda Check Resister
11/8/2011 through I1/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 73.60
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 244.58
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 455.70
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 227.32
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 132.46
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 67.82
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 201.25
AP - 00317238 11/22/201 l CUCAMONGA VALLEY WATER DISTRICT 439.09
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 157.80
AP - 003]7238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,271.82
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 60.86
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 319.63
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 355.47
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 365.42
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 171.70
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 319.63
AP - 00317238 11/22/2011 CUCAIvIONGA VALLEY WATER DISTRICT 249.43
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 250.87
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 240.91
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 88.70
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 316.57
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 4,900.47
AP - 00317238 11/22/201 l CUCAMONGA VALLEY WATER DISTRICT 223.84
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 174.65
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 48.52
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 124.54
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 171.23
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 98.66
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 55.65
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 657.03
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 296.66
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 531.58
AP-00317238 11/22/2011 CUCAMONGAVALLEYWATERDISTRICT 279.13
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 148.43
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 226.69
AP-00317238 11/22/2011 CUCAMONGAVALLEYWATERDISTRICT 213.41
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 1,334.25
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 203.12
AP-00317238 11/22/2011 CUCAMONGAVALLEYWATERDISTRICT 203.53
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 773.16
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 783.62
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 627.43
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 89.69
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,890.58
AP-00317238 11/22/2011 CUCAMONGAVALLEYWATERDISTRICT 2,685.27
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 841.47
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 208.52
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 227.32
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 189.08
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 157.80
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 60.86
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 69.55
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 55.20
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 18,517.68
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Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Re¢ister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 910.37
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 2,884.47
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,483.33
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 319.63
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,517.99
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 482.89
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,260.44
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 367.41
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 2,477.54
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 591.00
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,556.27
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 793.65
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 2,099.85
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 34.] 1
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 2,116.11
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 30.64
AP - 00317238_ 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 407.23
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 971.26
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 825.53
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 337.55
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 204.67
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 3,544.28
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,803.81
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,228.56
AP - 00317238 1(/22/2011 CUCAMONGA VALLEY WATER DISTRICT 117.93
AP-00317238 11/22/2011 CUCAMONGAVALLEYWATERDISTRICT 1,727.25
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 138.32
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 2,718.44
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,080.55
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 221.79
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 2,320.57
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 73.60
AP - 00317238 11/22/2011 CUCAMONGA VALLEYQWATER DISTRICT 73.60
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 2,546.45
AP - 00317238 1(/22/2011 CUCAMONGA VALLEY WATER DISTRICT 474.93
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 73.60
AP - 00317238 11/22/201 l CUCAMONGA VALLEY WATER DISTRICT 236.25
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 55.20
AP - 00317238 11/22/2011 CUCAMONGA VALLEY. WATER DISTRICT 3,908.77
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 197.65
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 738.95
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 1,780.85
AP - 00317238 11/22/201 I CUCAMONGA VALLEY WATER DISTRICT 159.28
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 189.15
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 3,386.62
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 118.57
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 217.02
AP-00317238 11/22/2011 CUCAMONGAVALLEYWATERDISTRICT 539.98
AP-00317238 11/22/2011 CUCAMONGAVALLEYWATERDISTRICT 70].65
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 3,009.37
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 124.06
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 515.27
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 35.85
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 405.24
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CITY OF RANCHO CUCAMONGA P87
Atrenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317238 l 1/22/2011 CUCAMONGA VALLEY WATER DISTRICT 189.27
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 122.88
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 131.26
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 3,572.91
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 122.55
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 250.87
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 129.20
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 274.28
AP - 00317238 11/22/2011 CUCAMONGA VALLEY WATER DISTRICT 111.61
AP - 00317239 11/22/2011 D AND K CONCRETE COMPANY 1,434.33
AP - 00317239 11/22/2011 D AND K CONCRETE COMPANY 5,092.27
AP - 00317239 11/22/2011 D AND K CONCRETE COMPANY 477.88
AP - 00317239 11/22/2011 D AND K CONCRETE COMPANY 274.77
AP - 00317240 11/22/2011 DAN GUERRA AND ASSOCIATES 9,831.60
AP - 00317240 11/22/201 l DAN GUERRA AND ASSOCIATES 26,873.04
AP - 00317241 11/22/2011 DAVID TAUSSIG AND ASSOCIATES INC. 70.00
AP - 00317242 11/22/2011 DEALER ALTERNATIVE SOLUTIONS 546.77
AP - 00317243 11/22/2011 DEMCO INC 120.97
AP - 00317244 11/22/2011 DEPARTMENT STORE LIQUIDATORS 22.86
AP - 00317245 11/22/2011 DIGITAL COLOR WORLD 853.38
AP - 00317246 11/22/2011 DOLLARHIDE, GINGER 48.00
AP - 00317246 11/22/2011 DOLLARHIDE, GINGER 96.00
AP - 00317247 11/22/2011 DOWNEY, JENNIFER 11.57
AP - 00317248 11/22/2011 DRAMATIC PUBLISHING 10.00
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 116.37
AP - 00317249 11/22/201 I DUNN EDWARDS CORPORATION 31.08
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 145.41
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 210.08
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 145.41
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 1,131.38
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 203.52
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 219.05
AP - 00317249 11/22/2011 DUNN EDWARDS CORPORATION 59.80
AP - 00317250 11/22/2011 DUNN, ANNE MARIE 216.00
AP - 00317250 11/22/2011 DUNN, ANNE MARIE 108.00
AP - 00317250 11/22/2011 DUNN, ANNE MARIE 120.00
AP - 00317251 11/22/2011 EARLEY, IDA 216.00
AP - 00317252 11/22/2011 EARTHWORKS SOIL AMENDMENTS INC. 1,270.58
AP - 00317253 11/22/2011 EASTER, PAMELA 139.75
AP - 00317253 11/22/2011 EASTER, PAMELA 43.00
AP - 00317254 11/22/2011 EASTERLING, RAY 67.20
AP - 00317254 11/22/2011 EASTERLING, RAY 19.20
AP - 00317255 11/22/2011 EATON, GARY 515.45
AP - 00317257 11/22/2011 ELLIS ENTERPRISES 150.00
AP - 00317257 11/22/2011 ELLIS ENTERPRISES 1,060.00
AP - 00317257 11/22/2011 ELLIS ENTERPRISES 150.00
AP - 00317257 11/22/2011 ELLIS ENTERPRISES 150.00
AP - 00317257 l 022/2011 ELLIS ENTERPRISES 150.00
AP - 00317258 11/22/2011 EMERGENCY SERVICE RESTORATION INC 759.00
AP - 00317259 11/22/2011 EMPIRE ECONOMICS INC 2,500.00
AP - 00317260 11/22/2011 ERGON ASPHALT AND EMULSIONS 266.60
AP - 00317261 11/22/2011 EXPERIAN 52.00
AP - 00317262 11/22/2011 EXPRESS BRAKE SUPPLY 48.57
AP - 00317263 11/22/2011 FEDERAL EXPRESS CORP 3.22
User: VLOPEZ -Veronica Lopez Page: 38 Current Date: 11/30/201
Report: CK_AGENDA_R EG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amoun[
AP - 00317265 ] 1/22/2011 FIRST CLASS HEATING & AIR INC. 75.00
AP - 00317265 11/22/2011 FIRST CLASS HEATING & AIR INC. 1,100.00
AP - 00317267 11/22/2011 FLARKOWSKI, MICHAEL 60.00
AP - 00317270 11/22/2011 FORD OF UPLAND INC 586.06
AP - 00317272 11/22/2011 FRAZEE PAINT CENTER 23.83
AP - 00317273 11/22/2011 FRISBY, DALE A 11,065.08
AP - 00317273 11/22/2011 FRISBY, DALE A 4,048.20
AP - 00317275 11/22/2011 GALE GROUP,THE 220.89
AP - 00317277 11/22/2011 GARCIA, VIVIAN 59.94
AP-00317277 11/22/2011 GARCIA,VIVIAN 9.00
AP - 00317278 l 1/22/2011 GATEWAY PET CEMETARY AND CREMATORY 80.00
AP - 00317280 11/22/2011 GERDING, STEPHANIE 2,000.00
AP - 00317281 11/22/2011 GILKEY, JOHN 1,500.00
AP - 00317282 11/22/2011 GIORDANO, MARIANNA 96.00
AP - 00317283 11/22/2011 GRAINGER 7.76
AP - 00317283 11/22/2011 GRAINGER 611.49
AP-003]7283 11/22/2011 GRAINGER 161.50
AP - 00317283 11/22/2011 GRAINGER 28.12
AP - 00317283 11/22/2011 GRAINGER 79.42
AP - 00317283 11/22/2011 GRAINGER 150.08
AP - 00317283 11/22/2011 GRAINGER 263.69
AP - 00317283 11/22/2011 GRAINGER 170.89
AP - 00317283 11/22/2011 GRAINGER 169.91
AP - 00317283 11/22/2011 GRAINGER 90.47
AP - 00317284 l 1/22/2011 GRAYBAR 2.53
AP - 00317284 11/22/2011 GRAYBAR 2.52
AP - 00317284 11/22/2011 GRAYBAR 51.05
AP - 00317284 11/22/2011 GRAYBAR S 1.04
AP - 00317285 l 1/22/2011 HALLOWEEN BOOTIQUE 314.69
AP - 00317286 11/22/2011 HALLOWEEN CITY 1,689.95
AP - 00317287 11/22/2011 HAMILTON, MONIQUE 126.00
AP - 00317287 11/22/2011 HAMILTON, MONIQUE 104.00
AP - 00317287 11/22/2011 HAMILTON, MONIQUE 96.00
AP - 003 U287 11/22/2011 HAMILTON, MONIQUE 98.00
AP - 00317287 11/22/2011 HAMILTON, MONIQUE 102.00
AP - 00317288 11/22/2011 HARRIGAN'S 2,260.00
AP - 00317289 11/22/201 I HAY, SHARON 72.00
AP - 00317289 l (/22/2011 HAY, SHARON 6.00
AP - 00317290 11/22/2011 HDS WHITE CAP CONSTRUCTION SUPPLY 121.26
AP-00317291 11/22/2011 HEARTSAVERSLLC 70.00
AP - 00317292 11/22/2011 HERNANDEZ, MONICA 65.00
AP - 00317294 11/22/2011 HILLS PET NUTRITION SALES INC 506.54
AP - 00317294 11/22/2011 HILLS PET NUTRITION SALES INC 491.46
AP - 00317294 11/22/2011 HILLS PET NUTRITION SALES INC 63.96
AP - 00317295 11/22/2011 HIRSCHLER, WILLIAM 380.00
AP - 00317296 11/22/201 I HOGAN, JULIA 47.08
AP - 00317296 11/22/20] 1 HOGAN, JULIA 72.15
AP - 00317297 11/22/2011 HOME DEPOT CREDIT SERVICES 171.1 I
AP - 00317297 11/22/2011 HOME DEPOT CREDIT SERVICES 45.19
AP - 00317297 11/22/2011 HOME DEPOT CREDIT SERVICES 49.81
AP - 00317298 11/22/2011 HOSE MAN INC 24.71
AP - 00317299 11/22/2011 HOT SHOTS ATHLETIC APPAREL INC. 9,590.95
AP - 00317300 l U22/2011 HUGHES, DAVID 240.00
AP - 00317301 11/22/2011 HUMANE SOCIETY OF SAN BERNARDINO VALI 1,019.00
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CITY OF RANCHO CUCAMONGA
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 31.64
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS -12.45
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 2738
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS -13.48
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 13.48.
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 1.28
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 43.04
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 336.35
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 37.41
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 56.07
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 147.56
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 18.55
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 86.50
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 3.91
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 38.15
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 143.40
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 13.30
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 3].64
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 764.40
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 52.10
AP - 00317303 11/22/2011 INDEPENDENT STATIONERS 583.54
AP - 00317304 11/22/2011 INLAND EMPIRE FAMILY 803.00
AP - 00317305 11/22/2011 INLAND EMPIRE TOURS AND TRANSPORTATIC 1,204.00
AP - 00317306 11/22/2011 INLAND PRESORT & MAILING SERVICES 40.66
AP - 00317307 11/22/2011 INLAND VALLEY DAILY BULLETIN 262.00
AP - 00317309 11/22/2011 INTER REAL ESTATE SERVICES 250.00
AP - 00317311 11/22/2011 JOHN DEERE LANDSCAPES 263.25
AP - 00317313 11/22/2011 JOHNSON MACHINERY COMPANY 596.60
AP - 00317314 11/22/2011 JT STORM DEVELOPMENT LLC 8,878.96
AP - 00317315 11/22/2011 K K WOODWORKING 63.57
AP - 00317315 11/22/2011 K K WOODWORKING 63.57
AP - 00317316 11/22/2011 KC RAPID INC 33.19
AP - 00317317 11/22/2011 KIMBALL MIDWEST 137.06
AP - 00317318 11/22/2011 KING OF EGYPT 589.79
AP - 00317320 11/22/2011 KNAPP, LARRY 121.35
AP - 00317321 11/22/2011 KORANDA CONSTRUCTION 425.00
AP - 00317322 11/22/2011 LA VERNE HERITAGE FOUNDATION 569.00
AP - 00317327 11/22/2011 LINEAR SYSTEMS 10,403.61
AP - 00317328 11/22/2011 LITTLE BEAR PRODUCTIONS 300.00
AP - 00317328 11/22/2011 LITTLE BEAR PRODUCTIONS 285.00
AP - 00317328 11/22/2011 LITTLE BEAR PRODUCTIONS 300.00
AP - 00317328 11/22/2011 LITTLE BEAR PRODUCTIONS 100.00
AP - 00317328 11/22/2011 LITTLE BEAR PRODUCTIONS 4,175.00
AP - 00317330 11/22/2011 MARTINEZ UNION SERVICE 45.00
AP - 00317330 11/22/2011 MARTINEZ UNION SERVICE 45.00
AP - 00317330 11/22/2011 MARTINEZ UNION SERVICE 45.00
AP - 00317330 11/22/201 I MARTINEZ UNION SERVICE 180.00
AP - 00317330 11/22/2011 MARTINEZ UNION SERVICE 45.00
AP - 00317331 11/22/2011 MATED, MARIO 500.00
AP - 00317332 11/22/2011 MATHESON TRI-GAS INC 48.29
AP - 00317332 11/22/2011 MATHESON TRI-GAS INC 216.04
AP - 00317333 11/22/2011 MAUK, MELISSA 288.00
AP - 00317333 11/22/2011 MAUK, MELISSA 360.00
AP - 00317334 11/22/2011 MICHAEL ASNER CONSULTING 1,262.50
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Report: CK_AGENDA_REG_PORTRAI T_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Dale Vendor Name Amount
AP - 00317335 11/22/2011 MIDWEST TAPE 114.95
AP - 00317335 11/22/2011 MIDWEST TAPE 13.99
AP - 00317335 11/22/2011 MIDWEST TAPE 44.98
AP - 00317335 11/22/2011 MIDWEST TAPE 109.96
AP - 00317335 11/22/2011 MIDWEST TAPE 74.99
AP - 00317335 11/22/2011 MIDWEST TAPE 45.57
AP - 00317335 11/22/2011 MIDWEST TAPE 104.96
AP - 00317335 11/22/2011 MIDWEST TAPE 13.99
AP - 00317335 11/22/201 I MIDWEST TAPE 131.74
AP - 00317336 l 1/22/2011 MILANES, YIKCIA 525.00
AP - 00317336 11/22/2011 MILANES, YIKCIA 450.00
AP - 00317337 11/22/2011 MIRACLE RECREATION EQUIPMENT COPANY 228.51
AP - 00317338 11/22/2011 MIRION TECHNOLOGIES (GDS) INC 223.04
AP - 00317340 11/22/2011 MOUNTAIN VIEW SMALL ENG REPAIR 62.85
AP - 00317341 11/22/2011 MUSIC THEATRE INTERNATIONAL 400.00
AP - 00317341 11/22/2011 MUSIC THEATRE INTERNATIONAL 1,400.00
AP - 00317341 11/22/2011 MUSIC THEATRE INTERNATIONAL 750.00
AP - 00317342 11/22/2011 MUSIC THEATRE INTERNATIONAL 183.62
AP - 00317343 11/22/2011 MUSICAL THEATRE WEST 6,500.00
AP - 00317343 11/22/2011 MUSICAL THEATRE WEST 2,000.00
AP - 00317343 11/22/2011 MUSICAL THEATRE WEST 800.00
AP - 00317344 11/22/2011 MWI VETERINARY SUPPLY 574.52
AP - 00317347 11/22/2011 NAPA AUTO PARTS 2.17
AP - 00317349 11/22/201 I NBS 2,230.00
AP - 00317350 11/22/2011 NETXPERTS INC 14,888.92
AP - 00317351 l 1/22/2011 NITHYA, SARVASMARANA 168.00
AP - 00317351 11/22/2011 NITHYA, SARVASMARANA 156.00
AP - 00317352 11/22/2011 NOODLE SOUP 105.00
AP - 00317353 11/22/2011 NOVELTY LIGHTS INC 1,763.00
AP - 00317354 11/22/2011 OCCUPATIONAL HEALTH CTRS OF CA 395.00
AP - 00317354 11/22/2011 OCCUPATIONAL HEALTH CTRS OF CA 405.00
AP - 00317355 11/22/2011 OCLC INC 46.39
AP - 00317356 11/22/2011 OFFICE DEPOT 10.76
AP - 00317356 11/22/2011 OFFICE DEPOT 5,261.65
AP - 00317356 11/22/2011 OFFICE DEPOT 305.75
AP - 00317356 11/22/2011 OFFICE DEPOT 30.14
AP - 00317356 11/22/2011 OFFICE DEPOT 19.60
AP - 00317356 11/22/2011 OFFICE DEPOT 17.43
AP - 00317357 l 1/22/2011 OIKAWA, JENNIFER 120.00
AP - 00317358 11/22/2011 OLIVIERI, BRITTNEY 30.00
AP - 00317360 11/22/2011 ONTRAC 81.10
AP - 00317360 11/22/2011 ONTRAC 48.99
AP - 00317361 11/22/2011 ORONA, PATRICIA 1,000.00
AP - 00317361 11/22/2011 ORONA, PATRICIA 250.00
AP - 00317362 11/22/2011 ORTHOPAEDIC MEDICAL GROUP 2,625.10
AP - 00317363 11/22/2011 OTT, LAURA 360.00
AP - 00317363 11/22/2011 OTT, LAURA 255.00
AP - 00317363 11/22/2011 'OTT, LAURA 34.80
AP - 00317364 11/22/2011 OTT, SHARON 300.00
AP - 00317364 11/22/2011 OTT, SHARON 195.00
AP - 00317364 11/22/201 I OTT, SHARON 165.00
AP - 00317365 11/22/2011 PAHIA, REGINALD 105.60
AP - 00317366 11/22/2011 PATCHETT & ASSOCIATES 1,526.25
AP - 00317366 11/22/2011 PATCHETT & ASSOCIATES 2,867.50
P90
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Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Aeenda Check Re¢ister
ll/8/2011through ll/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317367 11/22/2011 PELLEGRINO CONSULTING ENGINEERS INC 3,000.00
AP - 00317368 11/22/2011 PENNY PLUMBING 2,050.00
AP - 00317369 11/22/2011 PENSKE HONDA 28,775.85
AP - 00317370 11/22/201 I PEPSI-COLA 220.50
AP - 00317370 11/22/2011 PEPSI-COLA 337.80
AP - 00317371 11/22/2011 PEREZ, DOMINICK 1,750.00
AP - 00317372 11/22/2011 PEREZ, RUBEN 60.00
AP - 00317374 11/22/2011 PRO SPRAY EQUIPMENT 1,250.00
AP - 00317374 11/22/2011 PRO SPRAY EQUIPMENT 500.00
AP - 00317374 11/22/2011 PRO SPRAY EQUIPMENT 500.00
AP - 00317374 11/22/2011 PRO SPRAY EQUIPMENT 152.00
AP - 00317374 11/22/2011 PRO SPRAY EQUIPMENT 500.00
AP - 00317374 11/22/2011 PRO SPRAY EQUIPMENT 500.00
AP - 00317377 11/22/2011 RANCHO CUCAMONGA FONTANA FAMILY YM 2,230.31
AP - 00317377 11/22/2011 RANCHO CUCAMONGA FONTANA FAMILY YM 9,216.73
AP - 00317378 11 /22/201 I RAPP, PATRICIA 100.00
AP - 00317379 11/22/201 I RBM LOCK AND KEY SERVICE 3.77
AP - 00317379 11/22/2011 RBM LOCK AND KEY SERVICE 156.53
AP - 00317379 l 1/22/2011 RBM LOCK AND KEY SERVICE 31.68
AP - 00317380 11/22/2011 REYES, MARIA 182.33
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 1,976.20
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 278.30
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 99.00
AP - 00317382 1.1/22/2011 RIPPETOE MILES LLP 4,996.14
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 6,921.87
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 2,305.48
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 5,383.20
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 934.50
AP - 00317382 11/22/2011 RIPPETOE MILES LLP 3,016.65
AP - 00317384 11/22/2011 ROADRUNNER PHARMACY 180.40
AP - 00317384 11/22/2011 ROADRUNNER PHARMACY 367.54
AP - 00317384 11/22/2011 ROADRUNNER PHARMACY 322.81
AP - 00317385 11/22/2011 SAFELITE FULFILLMENT INC 228.89
AP - 00317385 11/22/2011 SAFELITE FULFILLMENT INC 271.99
AP - 00317386 11/22/2011 SAN BERNARDINO COUNTY SHERIFFS DEPT 228.90
AP - 00317387 11/22/2011 SAN BERNARDINO COUNTY SHERIFFS DEPT 311.70
AP - 00317388 1 U22/2011 SAN BERNARDINO COUNTY SHERIFFS DEPT 727.30
AP - 00317391 11/22/2011 SAN BERNARDINO CTY AUDITOR CONTROLLE 180.00
AP - 00317391 1 I/22/~011 SAN BERNARDINO CTY AUDITOR CONTROLLE 18.00
AP - 00317391 11/22/2011 SAN BERNARDINO CTY AUDITOR CONTROLLE 36.00
AP - 00317393 11/22/2011 SCHRADER, ALLISON 57.00
AP - 00317394 11/22/2011 SCMAF -INLAND VALLEYS 150.00
AP - 00317395 11/22/2011 SENECHAL, CALVIN 144.00
AP - 00317395 11/22/2011 SENECHAL, CALVIN 129.60
AP - 00317395 11/22/2011 SENECHAL, CALVIN 104.40
AP - 00317395 11/22/2011 SENECHAL, CALVIN 108.00
AP - 00317395 11/22/2011 SENECHAL, CALVIN 63.00
AP - 00317395 11/22/2011 SENECHAL, CALVIN 18.00
AP - 00317395 11/22/201 I SENECHAL, CALVIN 104.40
AP - 00317395 11/22/2011 SENECHAL, CALVIN 129.60
AP - 00317396 11/22/2011 SHRED IT 34.00
AP - 00317396 l U22/2011 SHRED IT 17.00
AP - 00317396 11/22/2011 SHRED IT 17.00
AP - 00317396 11/22/2011 SHRED IT 17.00
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Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317397 11/22/2011 SHU JAN, WEI 135.00
AP - 00317398 11/22/2011 SIGN SHOP, THE 56.03
AP - 00317399 11/22/2011. SILVER, EDNA 360.00
AP - 00317399 11/22/2011 SILVER, EDNA 330.00
AP - 00317401 11/22/2011 SLP COMMUNICATIONS 35.00
AP - 00317402 11/22/2011 SMITH, BARBARA 204.00
AP - 00317402 11/22/2011 SMITH, BARBARA 156.00
AP - 00317403 11/22/2011 SO CALIF GAS COMPANY 231.04
AP - 00317403 11/22/2011 SO CALIF GAS COMPANY 14.79
AP - 00317404 11/22/2011 SOCIAL VOCATIONAL SERVICES 1,400.00
AP - 00317404 11/22/2011 SOCIAL VOCATIONAL SERVICES 650.00
AP - 00317405 11/22/2011 SOUTHLAND SPORTS OFFICIALS 460.00
AP - 00317406 11/22/2011 STATE HUMANE ASSOCIATION OF CALIFORNI. 120.00
AP - 00317406 11/22/2011 STATE HUMANE ASSOCIATION OF CALIFORNI. 135.00
AP - 00317406 11/22/2011 STATE HUMANE ASSOCIATION OF CALIFORNI. 18.00
AP - 00317407 11/22/2011 STEINY AND COMPANY INC 6,718.97
AP - 00317407 11/22/2011 STEINY AND COMPANY INC -671.90
AP - 00317409 11/22/2011 T AND G ROOFING COMPANY INC 7,895.00
AP - 00317410 11/22/2011 TAMS WITMARK MUSIC LIBRARY INC 532.50
AP - 00317412 11/22/2011 TERRA VISTA ANIMAL HOSPITAL 50.00
AP - 00317412 11/22/2011 TERRA VISTA ANIMAL HOSPITAL 50.00
AP - 00317412 11/22/2011 TERRA VISTA ANIMAL HOSPITAL 50.00
AP - 00317413 11/22/2011 THEATRICAL LIGHTING & SCENIC SERVICES L 84.48
AP - 00317413 11/22/2011 THEATRICAL LIGHTING & SCENIC SERVICES L 201.87
AP - 00317413 11/22/2011 THEATRICAL LIGHTING & SCENIC SERVICES L 201.86
AP - 00317414 11/22/2011 THEATRICAL RIGHTS WORLDWIDE LLC 1,000.00
AP - 00317415 11/22/201 I TOLL BROTHERS 23,623.04
AP - 00317416 11/22/2011 TRACEY, VAL 393.60
AP - 00317416 11/22/2011 TRACEY, VAL 384.00
AP - 00317416 11/22/2011 TRACEY, VAL 364.80
AP - 00317417 11/22/2011 TRUELINE SURFACING 450.00
AP - 00317418 l 1/22/2011 TRUGREEN LANDCARE 45.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 75.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 104.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 450.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 85.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 450.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 530.00
AP - 00317418 11/22/201 I TRUGREEN LANDCARE 425.00
AP - 00317418 l 1/22/2011 TRUGREEN LANDCARE 375.00
AP - 00317418 l 1/22/201 I TRUGREEN LANDCARE 705.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 2,520.00
AP - 00317418 1 ]/22/2011 TRUGREEN LANDCARE 75.00
AP - 00317418 11/22/2011 TRUGREEN LANDCARE 75.00
AP - 00317420 11/22/2011 UNION BANK OF CALIFORNIA TRUSTEE FOR P, 32,810.73
AP - 00317421 11/22/2011 UNION BANK OF CALIFORNIA TRUSTEE FOR P. 1,792.74
AP - 00317422 l 1/22/2011 UNISOURCE WORLDWIDE INC 582.13
AP - 00317424 l U22/2011 UPS 61.59
AP - 00317425 l 1/22/2011 VERIZON BUSINESS 1,652.99
AP - 00317426 11/22/2011 VICTORIA ANIMAL HOSPITAL 50.00
AP - 00317426 11/22/2011 VICTORIA ANIMAL HOSPITAL 50.00
AP - 00317426 11/22/2011 VICTORIA ANIMAL HOSPITAL 50.00
AP - 00317426 11/22/20] 1 VICTORIA ANIMAL HOSPITAL 50.00
AP - 00317426 11/22/2011 VICTORIA ANIMAL HOSPITAL 50.00
P92
User: VLOPEZ -Veronica Lopez Page: 43 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
A¢enda Check Register
I1/8/2011through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317426 11/22/2011 VICTORIA ANIMAL HOSPITAL 25.00
AP - 00317426 11/22/2011 VICTORIA ANIMAL HOSPITAL 25.00
AP - 00317426 11/22/2011 VICTORIA ANIMAL HOSPITAL 25.00
AP - 00317427 11/22/2011 VISION SERVICE PLAN CA 10,243.86
AP - 00317428 11/22/2011 VOSS, STEPHANIE 57.77
AP - 00317429 11/22/2011 WALTERS WHOLESALE ELECTRIC CO 214.46
AP - 00317429 11/22/2011 WALTERS WHOLESALE ELECTRIC CO 505.24
AP - 00317429 11/22/2011 WALTERS WHOLESALE ELECTRIC CO 91.51
AP - 00317429 11/22/2011 WALTERS WHOLESALE ELECTRIC CO 140.00
AP - 00317429 11/22/2011 WALTERS WHOLESALE ELECTRIC CO 1,244.67
AP - 00317429 11/22/2011 WALTERS WHOLESALE ELECTRIC CO 663.30
AP - 00317429 11/22/201 l WALTERS WHOLESALE ELECTRIC CO 84.10
AP - 00317429 11/22/2011 WALTERS WHOLESALE ELECTRIC CO 76.40
AP - 00317430 11/22/2011 WARREN & CO INC, CARL 407.84
AP - 00317430 11/22/2011 WARREN & CO INC, CARL 226.31
AP - 00317431 11/22/2011 WAXIE SANITARY SUPPLY 1,097.75
AP - 00317431 11/22/2011 WAXIE SANITARY SUPPLY 486.07
AP - 00317431 11/22/2011 WAXIE SANITARY SUPPLY 1,131.25
AP - 00317431 11/22/2011 WAXIE SANITARY SUPPLY 77.01
AP - 00317432 11/22/2011 WEIR, JEWELL 72.00
AP - 00317432 11/22/2011 WEIR, JEWELL 105.00
AP - 00317433 11/22/201 I WESCO RECEIVABLES CORP 494.70
AP - 00317433 11/22/2011 WESCO RECEIVABLES CORP 402.99
AP - 00317434 11/22/2011 WEST PAYMENT CENTER 321.00
AP - 00317435 11/22/2011 WESTERN FLOORING INC 296.89
AP - 00317436 11/22/2011 WESTERN RENEWABLE ENERGY GENERATIOl` 23.28
AP - 00317437 11/22/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00317437 11/22/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00317437 11/22/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00317437 11/22/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00317437 11/22/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00317437 11/22/201 I WESTERN UNIVERSITY OF HEALTH SCIENCE 35.00
AP - 00317437 11/22/2011 WESTERN UNIVERSITY OF HEALTH SCIENCE 43.00
AP - 00317439 11/22/201 ] WHITTIER FERTILIZER 1,470.79
AP - 00317439 11/22/201 I WHITTIER FERTILIZER 501.04
AP - 00317441 11/22/2011 WORD MILL PUBLISHING 725.00
AP - 003]7442 11/22/2011 ZHOU, XIAO MING 11,967.50
AP - 00317443 11/22/2011 ZIRGES, ARLENE 228.00
AP - 00317443 11/22/2011 ZIRGES, ARLENE 180.00
AP - 00317443 11/22/2011 Z[RGES, ARLENE 150.00
AP - 00317444 11/22/2011 ZUNIGA, VALERIE 2,300.00
AP - 00317448 l 1/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/201 L VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 9.21
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 27.02
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 1.43
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 12.91
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 274.43
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA -11.76
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 61.17
P93
User: VLOPEZ -Veronica Lopez Page: 44 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 51.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 37.96
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 143.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 49.21
AP - 00317448 11/23/201 l VERIZON WIRELESS - LA 0.00
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 76.63
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 44.63
AP - 00317448 l 1/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 88.29
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 44.63
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 261.46
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 44.63
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 21.10
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 58.37
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/20] 1 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/201 I VERIZON WIRELESS - LA 18.99
AP - 00317448 l 1/23/2011 VERIZON WIRELESS - LA 1.17
AP - 00317448 l 1/23/201 I VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 18.99
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 41.23
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 59.73
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.23
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 47.39
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.23
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 42.23
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 39.73
AP - 00317448 l 1/23/2011 VERIZON WIRELESS - LA 37.70
AP - 00317448 l 1/23/2011 VERIZON WIRELESS - LA 42.54
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 0.97
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.40
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 33.05
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 41.23
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 45.20
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 34.75
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.26
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
P94
User: VLOPEZ -Veronica Lopez Page: 45 Current Date: 11/30/201
Report: CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Asenda Check Resister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amoun[
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 80.79
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 59.99
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 86.54
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 50.75
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 37.02
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/201 I VERIZON WIRELESS - LA 36.36
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 85.57
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 55.44
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 30.17
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 39.04
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.84
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 52.44
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.03
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.01
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 40.57
AP - 00317448 1023/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 1023/2011 VERIZON WIRELESS - LA 30.48
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.26
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 30.48
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 75.35
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 30.48
AP - 00317448 l 1/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 l 1/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 66.97
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 88.79
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 64.00
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 86.05
AP - 00317448 11/23!2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/201 I VERIZON WIRELESS - LA 36.48
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 58.00
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 38.03
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 59.73
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 41.24
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 65.22
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 59.73
P95
User: VLOPEZ -Veronica Lopez Page: 46 Current Date: 11/30/201
Report:CK_AGENDA_ItEG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Agenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 59.73
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 59.73
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 143.24
AP - 00317448 11/23/201 l VERIZON WIRELESS - LA 60.09
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 6 L03
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 37.05
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.24
AP - 00317448 11/23/201 I VERIZON WIRELESS - LA 57.12
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 45.63
AP - 00317448 11/23/201 I VERIZON WIRELESS - LA 81.83
AP - 00317448 11/23/2011 VERIZON WIRELESS - LA 36.26
AP - 00317452 11/23/2011 BRODART BOOKS 82:92
AP - 00317452 11/23/2011 BRODART BOOKS 13.98
AP - 00317452 11/23/2011 BRODART BOOKS 15.68
AP - 00317452 11/23/2011 BRODART BOOKS 15.86
AP - 00317452 11/23/2011 BRODART BOOKS 16.44
AP - 00317452 11/23/2011 BRODART BOOKS 109.98
AP - 00317452 11/23/2011 BRODART BOOKS 58.91
AP - 00317452 11/23/2011 BRODART BOOKS 108.67
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 13.26
AP - 00317452 11/23/201 ] BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 17.88
AP - 00317452 l (/23/2011 BRODART BOOKS 13.41
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 1773
AP - 00317452 11/23/2011 BRODART BOOKS 13.26
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 13.41
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 42.24
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 13.41
AP - 00317452 11/23/2011 BRODART BOOKS 39.93
AP - 00317452 11/23/2011 BRODART BOOKS 11.10
AP - 00317452 11/23/2011 BRODART BOOKS 53.04
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 113.91
AP - 00317452 11/23/201 I BRODART BOOKS 17.88
AP - 00317452 11/23/201 I BRODART BOOKS 31.29
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 19.61
AP - 00317452 11/23/2011 BRODART BOOKS 157.60
AP - 00317452 11/23/2011 BRODART BOOKS 891.20
AP - 00317452 11/23/2011 BRODART BOOKS 16.52
P96
User: VLOPEZ -Veronica Lopez 'Page: 47 Current Date: 11/30/201
Report:CK_AGENDA_REG_PORTRAIT_RC - CK: Agenda Check Register Portrait Layout Time: 14:19:0
CITY OF RANCHO CUCAMONGA
Aeenda Check Register
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amoun[
AP - 00317452 11/23/2011 BRODART BOOKS 18.38
AP - 00317452 11/23/2011 BRODART BOOKS 74.01
AP - 00317452 11/23/2011 BRODART BOOKS 15.68
AP - 00317452 11/23/2011 BRODART BOOKS 14.56
AP - 00317452 11/23/2011 BRODART BOOKS 89.96
AP - 00317452 11/23/2011 BRODART BOOKS 29.86
AP - 00317452 11/23/2011 BRODART BOOKS 31.90
AP - 00317452 11/23/2011 BRODART BOOKS 15.68
AP - 00317452 11/23/2011 BRODART BOOKS 150.25
AP - 00317452 11/23/2011 BRODART BOOKS 29.05
AP - 00317452 11/23/2011 BRODART BOOKS 13.98
AP - 00317452 11/23/2011 BRODART BOOKS 15.66
AP - 00317452 11/23/2011 BRODART BOOKS 27.14
AP - 00317452 11/23/2011 BRODART BOOKS 42.55
AP - 00317452 11/23/2011 BRODART BOOKS 114.78
AP - 00317452 11/23/2011 BRODART BOOKS ~ 26.46
AP - 00317452 11/23/2011 BRODART BOOKS 122.68
AP - 00317452 11/23/2011 BRODART BOOKS 58.08
AP - 00317452 11/23/2011 BRODART BOOKS 15.86
AP - 00317452 11/23/2011 BRODART BOOKS 136.99
AP - 00317452 11/23/2011 BRODART BOOKS 70.91
AP - 00317452 11/23/2011 BRODART BOOKS 53.22
AP - 00317452 11/23/2011 BRODART BOOKS 9.51
AP - 00317452 11/23/2011 BRODART BOOKS 18.24
AP - 00317452 11/23/2011 BRODART BOOKS 37.25
AP - 00317452 11/23/2011 BRODART BOOKS 360.69
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 13.41
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 11/23/2011 BRODART BOOKS 26.67
AP - 00317452 11/23/2011 BRODART BOOKS 10.07
AP - 00317452 11/23/2011 BRODART BOOKS 14.54
AP - 00317452 11/23/2011 BRODART BOOKS 73.96
AP - 00317452 11/23/2011 BRODART BOOKS 38.24
AP - 00317452 11/23/2011 BRODART BOOKS 18.38
AP - 00317452 11/23/2011 BRODART BOOKS 76.55
AP - 00317452 11/23/2011 BRODART BOOKS 15.68
AP - 00317452 11/23/2011 BRODART BOOKS 29.86
AP - 00317452 11/23/2011 BRODART BOOKS 31.90
AP - 00317452 11/23/2011 BRODART BOOKS 26.82
AP - 00317452 11/23/2011 BRODART BOOKS 17.88
AP - 00317452 11/23/2011 BRODART BOOKS 18.24
AP - 00317452 11/23/2011 BRODART BOOKS 68.69
AP - 00317452 11/23/2011 BRODART BOOKS 46.04
AP - 00317452 11/23/2011 BRODART BOOKS 9.51
AP - 00317452 11/23/2011 BRODART BOOKS 27.14
AP - 00317452 11/23/2011 BRODART BOOKS 304.61
AP - 00317452 11/23/2011 BRODART BOOKS 8.68
AP - 00317452 11/23/201 I BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 8.94
AP - 00317452 1 U23/20ll BRODART BOOKS 4.47
P97
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CITY OF RANCHO CUCAMONGA
Agenda Check Re¢ister
11/8/2011 through 11/29/2011
Check No. Check Date Vendor Name Amount
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 46.41
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 11.10
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 100.50
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 4.47
AP - 00317452 11/23/2011 BRODART BOOKS 52.31
AP - 00317452 l 1/23/2011 BRODART BOOKS 41.99
AP - 00317452 11/23/2011 BRODART BOOKS 25.32
AP - 00317452 11/23/2011 BRODART BOOKS 33.61
AP - 00317452 11/23/2011 BRODART BOOKS 8776
AP - 00317452 11/23/2011 BRODART BOOKS 14.01
AP - 00317452 11/23/2011 BRODART BOOKS 15.66
AP - 00317452 11/23/2011 BRODART BOOKS 19.38
AP - 00317452 11/23/2011 BRODART BOOKS 31.96
AP - 00317452 11/23/2011 BRODART BOOKS 25.20
AP - 00317452 11/23/2011 BRODART BOOKS 36.79
AP - 00317452 11/23/2011 BRODART BOOKS 14.55
AP - 00317452 1 1/23/201 l BRODART BOOKS 18.70
AP - 00317452 11/23/2011 BRODART BOOKS 6.63
AP - 00317452 11/23/2011 BRODART BOOKS 127.32
AP - 00317452 11 /23/201 ] BRODART BOOKS 35.61
AP - 00317452 11/23/201 I BRODART BOOKS 4.47
AP - 00317452 11/23/201 I BRODART BOOKS 4.47
AP - 00317454 11/23/2011 MAIN STREET SIGNS 937.43
AP - 00317455 11/23/2011 NEC UNIFIED SOLUTIONS INC 822.50
AP - 00317456 11/23/2011 TW TELECOM 3,970.50
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 44,287.97
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 23,114.40
AP - 00317459 11/23/2011 SOUTHERN CALIFORMA EDISON 23,114.40
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 16,555.70
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 8,809.07
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 3,689.27
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 6,023.30
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 12,582.00
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 4,408.72
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 1,522.34
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 11,257.89
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 4,893.95
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 5,172.33
AP - 00317459 l 1/23/2011 SOUTHERN CALIFORNIA EDISON 36.97
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 127.60
AP - 00317459 11/23/2011 SOUTHERN CALIFORNIA EDISON 14,348.42
AP - 00317460 11/28/2011 US POSTMASTER 9,000.00
Total for Check ID AP: 3,425,855.09
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P99
CITY OF RANCHO CUCAMONGA
Asenda Check Resister
it/8/2011through 11/29/2011
Check No. Check Date Vendor Name Amount
EP - 00002146 11/8/2011 SAN BERNARDINO CTY SHERIFFS DEPT 2,238,837.00
EP - 00002146 11/8/2011 SAN BERNARDINO CTY SHERIFFS DEPT -2,398.33
EP - 00002146 11/8/2011 SAN BERNARDINO CTY SHERIFFS DEPT 324,646.55
EP - 00002146 ~ 11/8/201 I SAN BERNARDINO CTY SHERIFFS DEPT -668,234.42
EP - 00002146 11/8/2011 SAN BERNARDINO CTY SHERIFFS DEPT 422.55
EP - 00002147 11/8/2011 SEMPRA GENERATION 3,500.00
EP - 00002148 11/8/2011 SHELL ENERGY NORTH AMERICA 168,073.60
EP - 00002149 11/16/2011 CALIF GOVERNMENT VEBA/RANCHO CUCAMC 1,300.00
EP - 00002149 11/16/2011 CALIF GOVERNMENT VEBA/RANCHO CUCAMC 7,075.00
EP - 00002150 11/16/2011 CITIGROUP ENERGY INC 72,065.00
EP - 00002151 11/16/2011 FORTISTAR METHANE GROUP LLC 89,767.76
EP - 00002151 11/16/2011 FORTISTAR METHANE GROUP LLC 99,899.93
EP - 00002152 11/16/2011 RIVERSIDE, CITY OF 5,807.00
EP - 00002153 11/22/2011 MACDONALD, JAMIE 1,430.00
EP - 00002153 11/22/2011 MACDONALD, JAMIE 188.70
To[al for Check ID EP: 2,342,380.34
Total for Entity: 5,768,235.43
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~' ,~i~^~~P100
STAFF REPORT /~%^/ ^ r'` YY-~~
Public Works Services Department ~~,~-, ~
J
Date: December 7, 2011 RANCHO
C,UCAMONGA
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: William Wittkopf, Public Works Services Director
By: Dean Rodia, Parks and Landscape Maintenance Superintendent
Michael Maston, Assistant Engineer
Subject: RECOMMEND THE CITY COUNCIL REJECT ALL BIDS RECEIVED FOR THE RED
HILL PARK, HERITAGE PARK AND EAST BERYL PARK SHADE SHELTER
PROJECT AND APPROVAL OF A RESOLUTION TO AUTHORIZE THE
ADVERTISING OF THE "NOTICE INVITING BIDS" FOR THE RED HILL PARK,
HERITAGE PARK AND EAST BERYL PARK SHADE SHELTER PROJECT TO BE
FUNDED FROM ACCOUNTS 1025001-5650/1698025-0 (CAPITAL RESERVE),
1025001-5650/1740025-0 (CAPITAL RESERVE) AND 1025001-5300/0-6963
(CAPITAL RESERVE) RESPECTIVELY AS APPROVED IN THE FY 2011/2012
BUDGET
RECOMMENDATION
It is recommended the City Council reject all bids received for The Red Hill Park, Heritage Park And
East Beryl Park Shade Shelter Project and approval of a resolution to authorize the advertising of
the "Notice Inviting Bids" for the Red Hill Park, Heritage Park and East Beryl Park Shade Shelter
Project to be funded from accounts 1025001-5650/1698025-0 (Capital Reserve), 1025001-
5650/1740025-0 (Capital Reserve) and 1025001-5300/0-6963 (Capital Reserve) respectively as
approved in the FY2011/2012 budget.
BACKGROUND ANALYSIS
Per previous Council action, bids were solicited, received and opened on November 15, 2011 forthe
subject project. Three bids were received, two bidders were deemed to benon-responsive because
they did not have the required State Contractors License. The third bidder was the highest of the
bids received and was the only bidder to meet the license requirement and exceeded the Engineer's
estimate of $130,000.
Staff has revised the specification in regard to the required licenses to allow for a more competitive
bid process.
Legal advertising is scheduled for December 8 and 13, 2011, with a bid opening at 2:00 p.m. on
Tuesday, December 20, 2011, unless extended by addendum.
Resp II IS~mi~ted,
William Wittkopf
Public Works Services Director
WW:DR:mm
P101
RESOLUTION NO. 11-174
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, APPROVING PLANS AND
SPECIFICATIONS FOR THE "RED HILL PARK, HERITAGEPARK
AND EAST BERYL PARK SHADE SHELTER PROJECT" IN SAID
CITY AND AUTHORIZING AND DIRECTING THE CITY CLERK TO
ADVERTISE TO RECEIVE BIDS
WHEREAS, it is the intention of the City of Rancho Cucamonga to construct certain
improvements in the City of Rancho Cucamonga.
WHEREAS, the City of Rancho Cucamonga has prepared specifications for the
construction of certain improvements.
NOW, THEREFORE, BE IT RESOLVED that the specifications presented by the City
of Rancho Cucamonga be and are hereby approved as the plans and specifications for the "RED
HILL PARK, HERITAGE PARK AND EAST BERYL PARK SHADE SHELTER PROJECT".
BE IT FURTHER RESOLVED that the City Clerk is herebyauthorized and directed to
advertise as required bylaw for the receipt of sealed bids or proposals for doing the work specified
in the aforesaid plans and specifications, which said advertisement shall be substantially in the
following words and figures, to wit:
"NOTICE INVITING SEALED BIDS OR PROPOSALS"
Pursuant to a Resolution of the Council of the City of Rancho Cucamonga, San Bernardino County,
California, directing this notice, NOTICE IS HEREBY GIVEN that said City of Rancho Cucamonga
will receive at the Office of the City Clerk in the offices of the City of Rancho Cucamonga, on or
before the hour of 2:00 p.m. on Tuesday, December 20, 2011 sealed bids or proposals for the "RED
HILL PARK, HERITAGE PARK AND EAST BERYL PARK SHADE SHELTER PROJECT" in said
City.
Bids will be publicly opened and read in the office of the City Clerk, 10500 Civic Center Drive,
Rancho Cucamonga, Califomia 91730.
Bids must be made on a form provided for the purpose, addressed to the City of Rancho
Cucamonga, Califomia, marked, "RED HILL PARK, HERITAGEPARKAND EAST BERYL PARK
SHADE SHELTER PROJECT".
Anon-mandatory Pre-Bid Job Walk is scheduled for Wednesday, December 14, 2011, at 10:00 a.m.
at Red Hill Park (South), 7484 Vineyard Avenue, Rancho Cucamonga, Califomia, 91730, where
bidders may present questions regarding the bid documents, plans, proposals, and specifications.
PREVAILING WAGE: Notice is hereby given that in accordance with the provisions of Califomia
Labor Code, Division 2, Part 7, Chapter 1, Articles 1 and 2, the Contractor is required to pay not less
than the general prevailing rate of per diem wages for work of a similar character in the locality in
which the public work is performed, and not less than the general prevailing rate of per diem wages
for holiday and overtime work. In that regard, the Director of the Department of Industrial Relations
of the State of Califomia is required to and has determined such general prevailing rates of per diem
P102
Resolution No. 11-174
Page 2 of 5
wages. Copies of such prevailing rates of per diem wages are on file in the Engineering
Department, City of Rancho Cucamonga,10500 Civic Center Drive, Rancho Cucamonga, Califomia,
and are available to any interested party on request. The Contracting Agency also shall cause a
copy of such determinations to be posted at the job site.
Pursuant to provisions of Labor Code Section 1775, the Contractor shall forfeit, as penalty to the
City of Rancho Cucamonga, not more than fifty dollars ($50.00) for each laborer, workman, or
mechanic employed for each calendar day or portion thereof, if such laborer, workman or mechanic
is paid less than the general prevailing rate of wages herein before stipulated for any work done
under the attached contract, by him or by any subcontractor under him, in violation of the provisions
of said Labor Code.
Attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning
the employment of apprentices by the Contractor or any subcontractor under him.
Section 1777.5, as amended, requires the Contractor or subcontractor employing tradesmen in any
apprenticable occupation to apply to the joint apprenticeship committee nearest the site of the
public work's project and which administers the apprenticeship program in that trade for a certificate
of approval. The certificate will also fix the ratio of apprentices to journeymen that will be used in the
performance of the contract. The ratio of apprentices tojoumeymen in such cases shall not be less
than one to five except:
A. When unemployment in the area of coverage by the joint apprenticeship committee
has exceeded an average of 15 percent in the 90 days prior to the request of
certificate, or
B. When the number of apprentices in training in the area exceeds a ratio of one to five,
or
C. When the trade can show that it is replacing at least 1/30 of its membership through
apprenticeship training on an annual basis statewide or locally, or
D. When the Contractor provides evidence that he employs registered apprentices on
all of his contracts on an annual average of not less than one apprentice to eight
journeymen.
The Contractor is required to make contributions to funds established for the administration of
apprenticeship programs if he employs registered apprentices orjoumeymen in any apprenticable
trade on such contracts and if other Contractors on the public works site are making such
contributions.
The Contractor and subcontractor under him shall comply with the requirements of Sections 1777.5
and 1777.6 in the employment of apprentices.
Information relative to apprenticeship standards, wage schedules, and other requirements maybe
obtained from the Director of Industrial Relations, ex-officio the Administratorof Apprenticeship, San
Francisco, Califomia, or from the Division of Apprenticeship Standards and its branch offices.
Eight (8) hours of labor shall constitute a legal days work for all workmen employed in the execution
of this contract and the Contractor and any subcontractor under him shall comply with and be
governed by the laws of the State of Califomia having to do with working hours as set forth in
Division 2, Part 7, Chapter 1, Article 3 of the Labor Code of the State of Califomia as amended.
P103
Resolution No. 11-174
Page 3 of 5
The Contractor shall forfeit, as a penalty to the City of Rancho Cucamonga, twenty-five dollars
($25.00) for each laborer, workman, or mechanic employed in the execution of the contract, by him
or any subcontractor under him, upon any of the work herein before mentioned, for each calendar
day during which said laborer, workman, or mechanic is required or permitted to labor more than
eight (8) hours in violation of said Labor Code.
Contractor agrees to pay travel and subsistence pay to each workman needed to execute the work
required by this contract as such travel and subsistence payments are defined in the applicable
collective bargaining agreement filed in accordance with Labor Code Section 17773.8.
The bidder must submit with his proposal, cash, cashier's check, certified check, or bidder's bond,
payable to the City of Rancho Cucamonga for an amount equal to at least 10% of the amount of
said bid as a guarantee that the bidder will enter into the proposed contract if the same is awarded
to him, and in event of failure to enter into such contract said cash, cashiers' check, certified check,
or bond shall become the property of the City of Rancho Cucamonga.
If the City of Rancho Cucamonga awards the contract to the next lowest bidder, the amount of the
lowest bidders security shall be applied by the City of Rancho Cucamonga to the difference
between the low bid and the second lowest bid, and the surplus, if any shall be returned to the
lowest bidder.
The amount of the bond to be given to secure a faithful performance of the contract for said work
shall be 100% of the contract price thereof, and an additional bond in an amount equal to 100% of
the contract price for said work shall be given to secure the payment of claims for any materials or
supplies furnished for the perforrance of the work contracted to be done by the Contractor, or any
work or labor of any kind done thereon, and the Contractor will also be required to furnish a
certificate that he carries compensation insurance covering his employees upon work to be done
under contract which may be entered into between him and the said City of Rancho Cucamonga for
the construction of said work.
Contractor shall possess any and all contractor licenses, inform and class as required by any and
all applicable laws with respect to any and all of the work to be performed under this contract;
Including but not limited to a Class "A" License (GENERAL ENGINEERING CONTRACTOR), "B"
(General Building Contractor) and/or Class "C-5" (Framing and Rough Carpentry Contractor) in
accordance with the provisions of the Contractor's License Law (California Business and
Professions Code, Section 7000 et. seq.) and rules and regulation adopted pursuant thereto.
The Contractor, pursuant to the "California Business and Professions Code," Section 7028.15, shall
indicate his or her State License Number on the bid, togetherwith the expiration date, and be signed
by the Contractor declaring, under penalty of pery'ury, that the information being provided is true and
correct.
The work is to be done in accordance with the profiles, plans, and specifications of the City of
Rancho Cucamonga on file in the Office of the City Clerk at 10500 Civic Center Drive, Rancho
Cucamonga, California.
P104
Resolution No. 11-174
Page 4 of 5
In an effort to go green and paperless, digital copies of the plans, specifications and bid proposal,
including any future addenda or revisions to the bid documents, are available by going to
www.ciolist.com and signing up, by going to Member Login or Member Signup (it's free), then
choose California, then scroll down to San Bernardino County and click on Browse Cities, then scroll
down to Rancho Cucamonga and click on City Projects, then click on the Project of interest under
the Title and follow directions for download. Note, copies of the plans, specifications, bid proposal,
addenda and revisions will not be provided. Digital copies must be downloaded from the above
website then printed. Prospective bidders must register for an account on www.ciolist.com to be
included on the prospective bidder's list(s) and to receive email updates of any addenda or revisions
to the bid documents. Be advised that the information contained on the site may change over time
and without notice to prospective bidders or registered users. While effort is made to keep
information current and accurate and to notify registered bidders of any changes to the bid
documents, it is the responsibility of each prospective bidder to registerwith www.cialist.com and to
check this website on a DAILY basis through the close of bids for any applicable addenda or
updates.
No proposal will be considered from a contractor to whom a proposal form has not been
issued by the City of Rancho Cucamonga.
.The successful bidder will be required to enter into a contract satisfactory to the City of Rancho
Cucamonga.
In accordance with the requirements of Section 9-3.2 of the General Provisions, as set forth in the
Plans and Specifications regarding the work contracted to be done by the Contractor, the
Contractor may, upon the Contractor's request and at the Contractor's sole cost and expense,
substitute authorized securities in lieu of monies withheld (performance retention).
The City of Rancho Cucamonga, reserves the right to reject any or all bids
Questions regarding this Notice Inviting Bids for
"RED HILL PARK, HERITAGE PARK AND EAST BERYL PARK SHADE SHELTER
PROJECT"
may be directed to:
Michael Maston, Assistant Engineer
9153 Ninth Street
Rancho Cucamonga, CA 91730
(909) 477-2730, extension 4139 office
(909) 477-2731, fax
Advertise on: December 8, 2011 and December 13, 2011
Please see fhe idlowing page
/oi /wmal adoptlan, certlflcatlan and slgnaNies
P105
Resolution No. 11-174
Page 5 of 5
PASSED, APPROVED, AND ADOPTED this 7~' day of December 2011.
AYES:
NOES: None
ABSENT: None
ABSTAINED: None
L. Dennis Michael, Mayor
ATTEST:
Janice C. Reynolds, City Clerk
I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga,
Califomia, do hereby certify that the foregoing Resolution was duly passed, approved and adopted
by the City Council of the City of Rancho Cucamonga, Califomia, at a Regular Meeting of said City
Council held on the 7'" day of December 2011.
Executed this 7`h day of December 2011, at Rancho Cucamonga, California.
Janice C. Reynolds, City Clerk
STAFF REPORT
Public Works Services Depaztment
Date: December 7, 2011
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: William Wittkopf, Public Works Services Director
By: Ernest Ruiz, Streets, Storm Drains and Fleet Superintendent
Michael Maston, Assistant Engineer
P106
,f
J
RANCHO
CUCAMONGA
Subject: APPROVAL OF PLANS AND SPECIFICATIONS FOR "CITYWIDE STREET NAME
SIGN REPLACEMENT - FY 11/12" AND AUTHORIZE THE CITY CLERK TO
ADVERTISE THE "NOTICE INVITING BIDS" TO BE FUNDED FROM ACCOUNT
NUMBER 1025001-5300 (CAPITAL RESERVE) AS APPROVED IN THE FY 2010/2011
BUDGET
RECOMMENDATION
It is recommended that City Council approve plans and specifications for "CITYWIDE STREET
NAME SIGN REPLACEMENT - FY 11 /12" and approve the attached resolution authorizing the City
Clerk to advertise the "Notice Inviting Bids" to be funded from account number 1025001-5300
(Capital Reserve) as approved in the FY 2011/2012 budget.
BACKGROUND ANALYSIS
On April 2, 2003, City Council approved initial funding for the street name sign replacement
program. To date, this program has replaced the county box blade and extruded blade street name
signs on major arterials citywide and on collectors and residential streets within the City. This is
phase 10 of 10. Once this phase is completed, all of the ground mounted six and nine inch street
name signs have been replaced; however, reflectivity of the first phases of this program will need to
be tested to ensure we are in compliance with the Federal Highway Administration (FHWA) 23 Code
of Federal Regulations (CFR), Part 655, Subpart F.
Street names signs scheduled for completion this fiscal year are predominantly located between
Etiwanda Avenue and East City Limits from Whittram Avenue on the south to the northern city limit.
The new street name signs are constructed of highly retroreflective materials and have been well
received by the community and emergency response agencies. The base bid includes the
replacement of 406 street name signs.
The budget estimate is $75,000. Legal advertising is scheduled for December 13 and December
20, 2011, with the bid opening at 2:00 p.m. on Tuesday, January 24, 2012, unless extended by
addendum.
Resp Ily s fitted
William Wittkopf
Public Works Services Director
WW:ER:mm
P107
RESOLUTION NO. 11-175
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, APPROVING PLANS AND
SPECIFICATIONS FOR THE CITYWIDE STREET NAME SIGN
REPLACEMENT - FY 11/12 IN SAID CITY AND AUTHORIZING
AND DIRECTING THE CITY CLERK TO ADVERTISE TO RECEIVE
BIDS
WHEREAS, it is the intention of the City of Rancho Cucamonga to construct certain
improvements in the City of Rancho Cucamonga.
WHEREAS, the City of Rancho Cucamonga has prepared specifications for the
construction of certain improvements. -
NOW, THEREFORE, BE IT RESOLVED that the specifications presented by the City
of Rancho Cucamonga be and are hereby approved as the plans and specifications for the
"CITYWIDE STREET NAME SIGN REPLACEMENT - FY 11/17'.
BE IT FURTHER RESOLVED that the City Cleric is hereby authorized and directed to
advertise as required bylaw for the receipt of sealed bids or proposals for doing the work specified
in the aforesaid plans and specifications, which said advertisement shall be substantially in the
following words and figures, to wit:
"NOTICE INVITING SEALED BIDS OR PROPOSALS"
Pursuant to a Resolution of the Council of the City of Rancho Cucamonga, San Bernardino County,
Califomia, directing this notice, NOTICE IS HEREBY GIVEN that said City of Rancho Cucamonga
will receive at the Office of the City Clerk in the offices of the City of Rancho Cucamonga, on or
before the hour of 2:00 p.m. on Tuesday, January 24, 2012 sealed bids or proposals for the
"CITYWIDE STREET NAME SIGN REPLACEMENT - FY 11/12' in said City.
Bids will be publicly opened and read in the office of the City Clerk, 10500 Civic Center Drive,
Rancho Cucamonga, Califomia 91730.
Bids must be made on a form provided for the purpose, addressed to the City of Rancho
Cucamonga, California, marked, "CITYWIDE STREET NAME SIGN REPLACEMENT - FY 11/12".
A Pre-Bid Job Walk is scheduled for Monday, January 9, 2012, at 2 p.m. at the Rancho Cucamonga
Corporate Yard, 9153 Ninth Street, Rancho Cucamonga, Califomia, 91730, where bidders may
present questions regarding the bid documents, plans, proposals, and specifications. THIS
MEETING IS MANDATORY. Verification of attendance at the Pre-Bid Job Walk will be documented
by signing in at the meeting. Any bidder not documented as being present at the Pre-Bid Job
Walk will be excluded from the bid process.
PREVAILING WAGE: Notice is hereby given that in accordance with the provisions of Califomia
Labor Code, Division 2, Part 7, Chapter 1, Articles 1 and 2, the Contractor is required to pay not less
than the general prevailing rate of per diem wages for work of a similar character in the locality in
which the public work is performed, and not less than the general prevailing rate of per diem wages
for holiday and overtime work. In that regard, the Director of the Department of Industrial Relations
of the State of Califomia is required to and has determined such general prevailing rates of perdiem
P108
Resolution No. 11-175
Page 2 of 5
wages. Copies of such prevailing rates of per diem wages are on file in the Engineering
Department, City of Rancho Cucamonga, 10500 Civic Center Drive, Rancho Cucamonga, Califomia,
and are available to any interested party on request. The Contracting Agency also shall cause a
copy of such determinations to be posted at the job site.
Pursuant to provisions of Labor Code Section 1775, the Contractor shall forfeit, as penalty to the
City of Rancho Cucamonga, not more than fifty dollars ($50.00) for each laborer, workman, or
mechanic employed for each calendar day or portion thereof, if such laborer, workman or mechanic
is paid less than the general prevailing rate of wages herein before stipulated for any work done
under the attached contract, by him or by any subcontractor under him, in violation of the provisions
of said Labor Code.
Attention is directed to the provisions in Sections 1777.5 and 1777.6 of the Labor Code concerning
the employment of apprentices by the Contractor or any subcontractor under him.
Section 1777.5, as amended, requires the Contractor or subcontractor employing tradesmen in any
apprenticable occupation to apply to the joint apprenticeship committee nearest the site of the
public work's project and which administers the apprenticeship program in that trade for a certificate
of approval. The certificate will also fix the ratio of apprentices to joumeymen that will be used in the
performance of the contract. The ratio of apprentices to joumeymen in such cases shall not be less
than one to five except:
A. When unemployment in the area of coverage by the joint apprenticeship committee
has exceeded an average of 15 percent in the 90 days prior to the request of
certificate, or
B. When the number of apprentices in training in the area exceeds a ratio of one to five,
or
C. When the trade can show that it is replacing at least 1/30 of its membership through
apprenticeship training on an annual basis statewide or locally, or
D. When the Contractor provides evidence that he employs registered apprentices on
all of his contracts on an annual average of not less than one apprentice to eight
joumeymen.
The Contractor is required to make contributions to funds established for the administration of
apprenticeship programs if he employs registered apprentices orjourneymen in any apprenticable
trade on such contracts and if other Contractors on the public works site are making such
contributions.
The Contractor and subcontractor under him shall complywith the requirements of Sections 1777.5
and 1777.6 in the employment of apprentices.
Information relative to apprenticeship standards, wage schedules, and other requirements maybe
obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San
Francisco, Califomia, or from the Division of Apprenticeship Standards and its branch offices.
Eight (8) hours of labor shall constitute a legal day's work for all workmen employed in the execution
of this contract and the Contractor and any subcontractor under him shall comply with and be
governed by the laws of the State of Califomia having to do with working hours as set forth in
Division 2, Part 7, Chapter 1, Article 3 of the Labor Code of the State of Califomia as amended.
P109
Resolution No. 11-175
Page 3 of 5
The Contractor shall forfeit, as a penalty to the City of Rancho Cucamonga, twenty-five dollars
($25.00) for each laborer, workman, or mechanic employed in the execution of the contract, by him
or any subcontractor under him, upon any of the work herein before mentioned, for each calendar
day during which said laborer, workman, or mechanic is required or permitted to labor more than
eight (8) hours in violation of said Labor Code.
Contractor agrees to pay travel and subsistence pay to each workman needed to execute the work
required by this contract as such travel and subsistence payments are defined in the applicable
collective bargaining agreement filed in accordance with Labor Code Section 17773.8.
The bidder must submit with his proposal, cash, cashier's check, certified check, or bidder's bond,
payable to the City of Rancho Cucamonga for an amount equal to at least 10% of the amount of
said bid as a guarantee that the bidder will enter into the proposed contract if the same is awarded
to him, and in event of failure to enter into such contract said cash, cashiers' check, certified check,
or bond shall become the property of the City of Rancho Cucamonga.
If the City of Rancho Cucamonga awards the contract to the next lowest bidder, the amount of the
lowest bidder's security shall be applied by the City of Rancho Cucamonga to the difference
between the low bid and the second lowest bid, and the surplus, if any shall be returned to the
lowest bidder.
The amount of the bond to be given to secure a faithful performance of the contract for said work
shall be 100% of the contract price thereof, and an additional bond in an amount equal to 100% of
the contract price for said work shall be given to secure the payment of claims for any materials or
supplies furnished for the performance of the work contracted to be done by the Contractor, or any
work or labor of any kind done thereon, and the Contractor will also be required to furnish a
certificate that he carries compensation insurance covering his employees upon work to be done
under contract which may be entered into between him and the said City of Rancho Cucamonga for
the construction of said work.
Contractor shall possess any and all contractor licenses, inform and class as required by any and
all applicable laws with respect to any and all of the work to be performed under this contract;
Including but not limited to a Class "A" License (General Engineering Contractor) or Class "D-42"
(Sign Installation), or Class "C-32" (Parking and Highway Improvement) in accordance with the
provisions of the Contractor's License Law (California Business and Professions Code, Section
7000 et. seq.) and rules and regulation adopted pursuant thereto.
The Contractor, pursuant to the "California Business and Professions Code," Section 7028.15, shall
indicate his or her State License Number on the bid, togetherwith the expiration date, and be signed
by the Contractor declaring, under penalty of perjury, that the information being provided is true and
correct.
The work is to be done in accordance with the profiles, plans, and specifications of the City of
Rancho Cucamonga on file in the Office of the City Clerk at 10500 Civic Center Drive, Rancho
Cucamonga, California.
P710
Resolution No. 11-175
Page 4 of 5
In an effort to go green and paperless, digital copies of the plans, specifications and bid proposal,
including any future addenda or revisions to the bid documents, are available by going to
www.ciDlist.com and signing up, by going to Member Login or Member Signup (it's free), then
choose California, then scroll down to San Bernardino County and click on Browse Cities, then scroll
down to Rancho Cucamonga and click on City Projects, then click on the Project of interest under
the Title and follow directions for download. Note, copies of the plans, specifications, bid proposal,
addenda and revisions will not be provided. Digital copies must be downloaded from the above
website then printed. Prospective bidders must register for an account on www.ciDlist.com to be
included on the prospective bidder's list(s) and to receive email updates of any addenda or revisions
to the bid documents. Be advised that the information contained on the site may change over time
and without notice to prospective bidders or registered users. While effort is made to keep
information current and accurate and to notify registered bidders of any changes to the bid
documents, it is the responsibility of each prospective bidder to registerwith www.ciDlist.comand to
check this website on a DAILY basis through the close of bids for any applicable addenda or
updates.
No proposal will be considered from a contractor to whom a proposal form has not been
issued by the City of Rancho Cucamonga.
The successful bidder will be required to enter into a contract satisfactory to the City of Rancho
Cucamonga.
In accordance with the requirements of Section 9-3.2 of the General Provisions, as set forth in the
Plans and Specifications regarding the work contracted to be done by the Contractor,. the
Contractor may, upon the Contractor's request and at the Contractor's sole cost and expense,
substitute authorized securities in lieu of monies withheld (performance retention).
The City of Rancho Cucamonga, reserves the right to reject any or all bids
Questions regarding this Notice Inviting Bids for
"CITYWIDE STREET NAME SIGN REPLACEMENT -try 11/12"
may be directed to:
Michael Maston, Assistant Engineer
9153 Ninth Street
Rancho Cucamonga, CA 91730
(909) 477-2730, extension 4139 office
(909) 477-2731, fax
Advertise on: December 13, 2011 and December 20, 2011
Please sae the following page
for formal adoption, certltlcatlon and signatures
P111
Resolution No. 11-175
Page 5 of 5
PASSED, APPROVED, AND ADOPTED this 7'" day of December 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael, Mayor
ATTEST:
Janice C. Reynolds, City Clerk
I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga,
Califomia, do hereby certify that the foregoing Resolution was duly passed, approved and adopted
by the City Council of the City of Rancho Cucamonga, Califomia, at a Regular Meeting of said City
Council held on the 7~' day of December 2011.
Executed this 7~' day of December 2011, at Rancho Cucamonga, California.
Janice C. Reynolds, Ciiy Clerk
STAFF REPORT
ADMINISTRATIVE SERVICES
Date: December 7, 2011
To: Mayor and Members of City Council
John R. Gillison; City Manager
From: Keri Hinojos, CPPB, Senior Buyer
By: Ruth Cain, CPPB, Buyer II
P112
RANCHO
CUCAMONGA
Subject: APPROVAL TO DECLARE SURPLUS FOR CITY OWNED MISCELLANEOUS
VEHICLES AND EQUIPMENT, OFFICE EQUIPMENT, AND COMPUTER
EQUIPMENT (PLEASE SEE ATTACHED).. THE ITEMS INDICATED HAVE
BEEN DEEMED NO LONGER NEEDED, OBSOLETE OR UNUSABLE.
RECOMMENDATION
It is recommended that City Council approve to declare surplus for City owned
miscellaneous vehicles and equipment, office equipment and computer equipment
(please see attached). The items indicated have been deemed no longer needed,
obsolete or unusable.
BACKGROUND
The City's Purchasing Manual identifies two major categories of surplus property:
material and supplies, and capital equipment. It has been the policy of the City to
request that the City Council provide authorization to the Purchasing Manager to
dispose of City property by declaring such items as surplus. Methods of surplus are as
follows: transfer to another department, trade-in, sale by bid or auction, sale as scrap,
donation, or simply disposing of the equipment through methods that reduce landfills
and promote safe recycling practices.
The majority of items to be considered for surplus are fleet vehicles and computer
equipment. If the City Council is in agreement, these items will be disposed of through
auction or best method determined by the Purchasing Manager.
P713
F/A No. Descri lion Make/Model Serial No.
1956 Mobile Data International MDT 8200PA-25-w-800
1955 Mobile Data International MDT 8200PA-25-w-800
1965 Mobile Data International MDT 8200PA-25-w-800
540 Mobile Data International MDT 8200PA-25-w-800
541 Mobile Data International MDT 8200PA-25-w-800
1930 Mobile Data International MDT 8200PA-25-w-800
1954 Mobile Data International MDT 8200PA-25-w-800
1917 Mobile Data International MDT 8200PA-25-w-800
534 Mobile Data International MDT 8200PA-25-w-800
489 Mobile Data International MDT 8200PA-25-w-800
2006 . Mobile Data International MDT 8200PA-25-w-800
562 Tand 200 Personal Com uter 5-2007736
VEHICLES 8~ TRAILERS ~~c.~.~:a .,~~ ~'~'.~~< ~4;"~A~.~,,~ '~ ~~~~.; .~~~ °,,~z ~~° ~t~ +,
F/A
Ta MODEL VIN LICENSE Fuel Miles Condition
126690 Trailer/Restrooms S8567
2001 Smart
Speed Display
Trailer 1 HJ4K08111 S010118
1991 Smart
Speed Display
Trailer 1M9BS0812LC325071 E913251
20197- 1994 Chevrolet
11 Astro Van 1GCDM15Z4RB207348 E007661 Unleaded 51,149 Fair-Drivable
1999, Seagrave,
Tractor Drawn
Tillered Aerial G76088 Diesel 101,096 Good
FIA Ta Descri lion Make/Model Serial No.
01841 Traulsen 3-Door Refrigerator; Model
#G30012 T44465DE92
RC#2860 ALU-TROL Wheel Balancer 2022
John Deere SS T16 Moss 16A010602
P114
MISC ~SELEC~TR6NIC~EQUIPMENT
F/A No. Descri tion Make/Model Serial No.
32 Port Cento ram Voice Mail S stem rev. 6.0
11-NEAR 2000 IVS Small Single PIM Switches (Each Unit is CP-
03 Version 1930-R2 Config. Disk, Mat Cable-P, Wall Mount; and
one NEAR 2000 IVS Small -Two PIMS (CP-03, BS00, BS01,
Version 1930-R2, Confi .Disk
00463 Panasonic Video Recorder C7HD04635
2272 Motorola MW 520 MOBILE MDC
2273 Motorola MW 520 MOBILE MDC SCREEN
2274 Motorola MW 520 MOBILE MDC CD ROM
2845 Motorola MW 520 MDC KEY BOARD
1038 Motorola DGT 900 L1650A
1042 Motorola DGT 900 L1650A
1014 Motorola DGT 900 L1650A
1116 Motorola DGT 900 L1650A
1025 Motorola DGT 900 L1650A
1027 Motorola DGT 900 L1650A
1023 Motorola DGT 900 L1650A
1030 Motorola DGT 900 L1650A
1021 Motorola DGT 900 L1650A
1018 Motorola DGT 900 L1650A
1013 Motorola DGT 900 L1650A
1037 Motorola DGT 900 L1650A
1020 Motorola DGT 900 L1650A~
1012 Motorola DGT 900 L1650A
1033 Motorola DGT 900 L1650A
724 Motorola base station desk to mic and cord T1605CM
716 Motorola base station desk to mic and cord T1605CM
720 Motorola base station desk to mic and cord T1605CM
715 MAX RADIO CRADLE BASE
717 MAX RADIO CRADLE BASE
719 MAX RADIO CRADLE BASE
721 MAX RADIO CRADLE BASE
722 MAX RADIO CRADLE BASE
723 MAX RADIO CRADLE BASE
735 MAX RADIO CRADLE BASE
340 Motorola S ectra Alertin boxes L352.XMS174AM
338 Motorola S ectra Alertin boxes L35ZXMS174AM
341 Motorola S ectra Alertin boxes L35ZXMS174AM
334 Motorola S ectra Alertin boxes L35ZXMS174AM
343 Motorola S ectra Alertin boxes L352.XMS174AM
349 Motorola S ectra Alertin boxes L35ZXMS174AM
352 Motorola S ectra Alertin boxes L352XMS174AM
342 Motorola S ectra Alertin boxes L352:XMS174AM
350 Motorola S ectra Alertin boxes L35ZXMS174AM
351 Motorola S ectra Alertin boxes L352XMS174AM
348 Motorola S ectra Alertin boxes L35ZXMS174AM
787 ADTRAN UNKN WHAT IT IS TSU120
613 Uniden force 150 mhz radio
552 Standard GX 300 Radios
RCFD21970 Me aVox Portable PA "Master" H971991
STAFF REPORT
ADMINISTRATIVE SERVICES DEPARTMENT
Date: December 7, 2011
To: Mayor and Members of City Council
John R. Gillison, City Manager
From: Linda Daniels, Assistant City Manager
By: Ingrid Y. Bruce, GIS/Special Districts Manager
J
RANCHO
C,UCAMONGA
Subject: AUTHORIZATION TO EXECUTE PROFESSIONAL SERVICES AGREEMENTS WITH
THE CITY OF RANCHO CUCAMONGA FOR THE RANCHO CUCAMONGA PUBLIC
FINANCE AUTHORITY REFUNDING REVENUE BONDS.
RECOMMENDATION
It is recommended that the City Council approve the attached Professional Services Agreements
with David Taussig & Associates as the Special Tax Consultant, Best Best & Krieger as Bond
Counsel, Fieldman, Rolapp & Associates as Financial Advisor and Jones Hall, A Professional Law
Corporation as Disclosure Counsel to the Rancho Cucamonga Public Finance Authority Refunding
Revenue Bonds.
BACKGROUND
The City of Rancho Cucamonga is continually looking for ways to reduce special taxes for residents
and businesses. Currently, the bond market's lower interest rates have given the City the
opportunity to realize potential savings to four Community Facilities Districts (CFD), and thus
potential savings to the property owners within the CFDs.
In order to accomplish this, the City requires the services of a financial team that includes the
following professional services:
1. David Taussig and Associates as the Special Tax Consultant
2. Best Best and Krieger as Bond Counsel
3. Fieldman, Rolapp and Associates as Financial Advisor
4. Jones Hall, A Professional Law Corporation as Disclosure Counsel
This financial team will work with staff to complete the bond refunding analysis and documents
needed to complete the transaction. The cost for these services is included in the Cost of Issuance
of the refunding bonds. There is no impact to the City financially and therefore, it is recommended
that these Professional Services Agreements be approved. Staff will summarize the extent of
savings that property owners should realize as a result of the bond refunding. Currently, staff and
the financial team are estimating a savings range of 8.78% to 14.86% for the four CFDs.
P115
Attachments:
Professional Services Agreements
P716
---' _~-~ DAVID TRUSSIG
~J ~ & ASSOCIATES
. .. . .
5000 Birch Street, Ste. 6000, Newport Beach, CA 92660
Phone: 949.955.1500 /Fax: 949.955.1590
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is made and entered into this 26th day of October 201 I, by and between the City of
Rancho Cucamonga at 10500 Civic Center Drive, P.O. Box 807, Rancho Cucamonga, CA 91729, herein called
"Client," and David Taussig and Associates, [nc. at 5000 Birch Street, Suite 6000, Newport Beach, CA 92660,
herein after called "Consultant." The Client and the Consultant in consideration of the mutual promises and
conditions herein contained agree as follows.
ARTICLE 1
TERM OF CONTRACT
Section 1.1 This agreement shall become effective on the date stated above and will continue in
effect until the earlier of (i) that day when the services provided for herein have been performed or (ii) until
terminated as provided in Article 6 below.
ARTICLE II
SERVICES TO BE PERFORMED BY CONSULTANT
Section 2.1 Consultant agrees to perform the professional services for the Client for The city of
Rancho Cucamonga CFD Refunding, herein after called "Project" in accordance with the applicable professional
standard of care and to deliver the work products to the Client as described in the Scope of Work statement attached
as Exhibit "A" hereto. Such professional services and work products, as from time to time modified in accordance
with Section 2.3 hereof, are collectively refetted [o as the "Consulting Services."
Section 2.2 Instruments of Service. All computer softwaze (including without limitation financial
models, compilations of formulas and spreadsheet models), inventions, designs, programs, improvements, processes
and methods (collectively, the "Proprietary Models"), reports, drawings, specifications, computer files, field data,
notes and other documents and instruments prepared by Consultant are Instruments of Service of Consultant and
shall remain the property of Consultant. Consultant shall likewise retain all common law, statutory and other
reserved rights, including the copyright thereto. Client acknowledges and agrees that the consideration paid by
Client herein only entitles Client to a license to use the hard copy or electronically transmitted reports generated
pursuant to the Consulting Services and that any Proprietary Model that Consultant uses to generate such reports is
owned by, or is duly licensed from a thud party to Consultant and is not being provided to Client hereunder. The
reports and models used to generate such reports are for use on this Project only. The Client shall not reuse or make
any modification to the hard copy or electronically transmitted reports generated pursuant to the Consulting Services
without the prior written authorization of the Consultant. The Client agrees, to the fullest extent permitted by law, to
indemnify and hold harmless the Consultant, its shareholders, officers, directors, employees and subconsultants
(collectively, Consultant's) against any damages, liabilities or costs, including reasonable attorneys' par fees and
defense costs, arising from or allegedly arising from or in any way connected with the unauthorized use, reuse or
modification of the hard copy or electronically transmitted reports generated pursuant to the Consulting Services or
any of Consultant's Instruments of Service, including models, by the Client or any person or entity that acquires or
obtains the reports from or through the Client without the written authorization of the Consultant. Client
acknowledges that Consultant may have used reports and analyses [hat Consultant authored for other clients as base
works or templates for the reports and analyses prepared for Client pursuant to this Agreement, and Client
acknowledges and agrees that Consultant has the right to use the reports and analyses that it authors pursuant to this
Agreement as base works or templates for reports and analyses that Consultant authors for Consultant's other clients,
provided, however that Consultant shall not use any confidential information provided by Client in such future
reports and analyses. Client further acknowledges and agrees that Consultant has spend substantial time and effort
Newport Beach • Corporate Headquarters
Fresno • Riverside • San Francisco • Chicago • Dallas
P117
in collection and compiling data and information (the "Data Compilations") in connection with the Consulting
Services and that such Data Compilations may be used by Consultant for its own purposes, including, without
limitation, sale or distribution to third parties; provided, however, that Consultant will not sell or distribute any of
Client's confidential information that may be contained in such Data Compilations, unless such confidential
information is used only on an aggregated and anonymous basis.
Section 2.3 Any proposed changes in the Consulting Services hereunder shall be submitted to the other
party hereto, and any such changes agreed to by the parties shall be reflected in an amendment to Exhibit "A" in
accordance with Section 7.2 hereto.
Section 2.4 Nothing in this Agreement shall give the Consultant possession of authority with respect
to any Client decision beyond the rendition of information, advice, recommendation or counsel.
ARTICLE III
COMPENSATION
Section 3.1 Client agrees to pay Consultant for its Consulting Services in accordance with this
Agreement, a professional fee computed according to the Professional Fee Schedule attached as Exhibit "B" hereto
and incorporated herein by reference (the "Fee Schedule"). Client acknowledges and agrees that portions of
Consultant's professional fees and expenses may have been incurred by Consultant prior to the execution of this
Agreement (the "Pre-Agreement Fees") and Client agrees to pay such Pre-Agreement Fees m accordance with this
Agreement
Section 3.2 The Client shall reimburse the Consultant for out-of-pocket and administrative expenses
by paying a charge equal to 3% of DTA's monthly billings. Expenses shall include al] actual expenditures made by
Consultant in the performance of any Consulting Services undertaken pursuant to the Agreement, including, without
limitation, [he following expenditures:
(a) Cost of clerical assistance @ $75.00 per hour, including typing, collation, printing and copying,
plus copier and photography costs, including photographic reproduction of drawings and
documents.
(b) Transportation costs, including mileage for the use of personal automobiles at the prevailing IRS
standard rate, rental vehicles, lodging and regularly scheduled commercial airline ticket costs.
(c) Courier services, facsimile, and telephone expenses.
Section 3.3 On or about the first two weeks of each month during which Consulting Services are
rendered hereunder, Consultant shall present to Client an invoice covering the current Consulting Services
performed and the reimbursable expenses incurred pursuant to this Agreement and exhibits thereto. Such invoices
shall be paid by Client within thirty (30) days of the date of each invoice. A 1.2% charge may be imposed against .
accounts which are not paid within 30 days of the date of each invoice.
Section 3.4 The maximum total fee amount set forth in Exhibit "B" may be increased as a result of
any expansion of the Consulting Services to be rendered hereunder pursuant to Section 2.3 or as provided in Exhibit
"A" hereto.
Section 3.5 Records of the Consultant's costs relating to (i) Consulting Services performed under this
Agreement and (ii) reimbursable expenses shall be kept and be available to the Client or to Client's authorized
representative at reasonable intervals during normal business hours.
ARTICLE IV
OTHER OBLIGATIONS OF CONSULTANT
Section 4.1 Consultant agrees [o perform [he Consulting Services in accordance with Exhibit "A" and
the applicable standard of caze. Should any errors caused by Consultant's negligence be found in such services or
products, Consultant will correct them at no additional charge by revising the work products called for in Exhibit
"A" to eliminate the errors.
City ojRancho Cucamonga - CFD Rejundings Page 2
Special Tax Refunding Consulting Services October 26, ZOII
P118
Section 4.2 Consultant will supply all tools and instrumentalities required to perform the Consulting
Services under the Agreement.
Section 4.3 Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by Consultant without the prior written consent of Client. However, Consultant may subcontract portions
of the work to be performed hereunder to other persons or concerns provided Consultant notifies Client of the name
and address of said proposed subcontractor and Client either consents or fails to respond to notification with respect
to the use of any particular proposed subcontractor.
Section 4.4 In the performance of its Consulting Service hereunder, Consultant is, and shall be
deemed to be for all purposes, an independent contractor (and not an agent, officer, employee or representative of
Client) under any and all laws, whether existing or future. Consultant is not authorized to make any representation,
contract or commitment on behalf of Client.
Section 4.5 Neither this Agreement, any duties or obligations under this Agreement, nor the
intentions or expectations of Client will cause the Consultant to be a "public official" as that term is used in Section
87100 of Title 9 of the Califomia Government Code. Client and Consultant agree that Consultant is not a "public
official" or "participating in governmental decision" as those terms are used in Section 87100. The Client and
Consultant also agree that no actions and opinions necessary for the performance of duties under the Contract will
cause the Consultant to be a "public official" or "participating in a governmental decision" as [hose terms aze used in
Section 87100.
ARTICLE V
OTHER OBLIGATIONS OF CLIENT
Section 5.1 The Client shall provide full information in a timely manner regarding requirements for
and limitations on the Project. Client agrees to comply with all reasonable requests of Consultant and provide
access to all documents reasonably necessary to the performance of Consultant's duties under this Agreement with
the exception of those documents which Exhibit "A" calls upon the Consultant to prepaze.
Section 5.2 Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by Client without the prior written consent of Consultant.
Section 5.3 Consultant frequently is retained by developers, landowners, and other persons and
concerns interested in development projects which often eventually lead to the preparation on a contract basis by
Consultant of preliminary' tax spread models for government agencies to determine tax rates and other matters
necessary to accomplish various improvements to realty for financing under aMello-Roos or other financing
programs. In light of the foregoing, Client will determine whether or not it is appropriate to conduct a "significant
substantive review" or a "significant intervening substantive review" of Consultant's activities conducted pursuant to
this Agreement as such terms are defined in Section 18700(c)h of Title 2 of the Califomia Administrative Code.
Should Client elect to conduct such a substantive review, then Client shall determine whether it has sufficient
expertise on staff to conduct such a review, and, if not, will retain an independent expert consultant to review
Consultant's work. Thereafter, Client shall conduct such review, or cause such independent review to be conducted,
prior to the making of any governmental decision relating to the matters contained within the Scope of Work
described in Exhibit "A". The parties do not intend and nothing in this Section 5.3 is meant to imply that Consultant
is a 'public official," "participating m a governmental decision," or has a "financial interest" in the services provided
as such terms are used in Section 87100 of Title 9 of the California Governmental Code.
Section 5.4 The Client shall provide prompt written notice to the Consultant if the
Client becomes aware of any fault or defect in the Project, including any errors, omissions or
inconsistencies in the Consultant's Instruments of Service.
Section 5.5 Client, public agencies, landowners, consultants and other parties dealing with Client or
involved in the subject development project referred to in Exhibit "A" will be furnishing to Consultant vazious data,
reports, studies, computer printouts and other information and representations as to the facts involved in the project
City ojRancho Cucamonga - CFD Rejundings page 3
Special Tax Refunding Consulting Services October 16, 2011
P119
which Client understands Consultant will be using and relying upon in preparing the reports, studies, computer
printouts and other work products called for by Exhibit "A." Consultant shall not be obligated to establish or verify
the accuracy of the information famished by or on behalf of Client, nor shall Consultant be responsible for the
impact or effect on its work products of the information famished by or on behalf of Client, in the event that such
information is in error and therefore introduces error into Consultant's work products.
Section 5.6 Indemnity by Client. Client agees to defend, indemnify and hold Consultant harmless
from and against all obligations, losses, liabilities, damages, claims, attachments, executions, demahds, actions
and/or proceedings (collectively, "Claims") and all costs and expenses in connection therewith, including reasonable
attorneys' fees, arising out of or connected with the performance of Consultant's Consulting Services under this
Agreement, except as may arise from Consultant's willful misconduct or gross negligence. [n that regard, Client will
indemnify and hold Consultant harmless from any Claims arising from, growing out of, or in any way resulting
from, ertors contained id data or information famished by Client or Client's designee to Consultant for use m
carrying out the Consulting Services called for by this agreement. If for any reason the indemnification under this
Section 5.6 is unavailable to Consultant or insufficient to hold it harmless, then the Client shall contribute to the
amount paid or payable by Consultant as a result of such loss, liability, damage, claim, demand, action or proceeding
in such proportion as is appropriate to reflect not only the relative benefits received by the Client on the one hand
and Consultant on the other hand but also the relative fault of the Client and Consultant as well as any relevant
equitable considerations; provided that Consultant's contribution obligations hereunder shall in no event exceed the
amounts received by Consultant under this Agreement.
Section 5.7 In the event that court appearances, testimony or depositions are required of Consultant
by Client in connection with the services rendered hereunder, Client shall compensate Consultant at a rate of $250
per hour and shall reimburse Consultant for out-of-pocket expenses on a cost basis.
ARTICLE VI
TERMINATION OF AGREEMENT
Section 6.1 Either party may terminate or suspend this Agreement upon thirty (30) days written
notice. Unless terminated as provided herein, this Agreement shall continue in force until the Consulting Services
set forth in Exhibit "A" have been fully-and completely performed and all proper invoices have been rendered and
paid.
Section 6.2 Should either party default in the performance of this Agreement or materially breach any
of its provisions, the other parry at its option may terminate this Agreement by giving written notification [o the
defaulting party. Such termination shall be effective upon receipt by the defaulting party, provided that the
defaulting party shall be allowed ten (10) days in which to cure any default following receipt of notice of same.
Section tS.3 In the event of any termination that is not the fault of the Consultant, the
Client shall pay the Consultant, in addition to payment for services rendered and reimbursable
costs incurred, for all expenses reasonably incurred by the Consultant in connection with the
orderly termination of this Agreement, including but not limited to demobilization, reassignment
of personnel, associated overhead costs and all other expenses directly resulting from the
termination, plus an amount for the Consultant's anticipated profit on the value of the services
not performed by the Consultant.
Section 6.4 Suspension and Termination for Non-Payment. (i) In addition to any other provisions m
this Agreement regarding breach of the Agreement; if the Client fails to make payments when due, the Consultant
may suspend performance of services upon ten (]0) calendar days' notice to the Client. The Consultant shall have no
liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of
this Agreement by the Client. Upon payment in full by the Client, the Consultant shall resume services under this
Agreement, and the time schedule and compensation shall be equitably adjusted to compensate for the period of
suspension plus any other reasonable time and expense necessary for the Consultant to resume performance. (ii) If
the Client fails to make payment to the Consultant in accordance with the payment terms herein, and/or Client has
failed to cure its breach or default following a suspension of services as set forth above, this shall constitute a
material breach of this Agreement and shall be cause for termination of this Agreement by the Consultant upon
seven (7) days written notice to the Client. (iii) Payment of invoices shall not be subject to any discounts or set-offs
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by the Client, unless agreed to in writing by the Consultant. Payment to the Consultant for services rendered and
expenses incurred shall be due and payable regazdless of any subsequent suspension or termination of this
Agreement by either party.
Section 6.5 The covenants contained in Sections 3.1, 3.2, 4.4, 5.3, 5.4, 5.5, 5.6 and all of Article VII
shall survive the termination of this Agreement.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Any notices to be given hereunder by either party to the other may be effected either by
personal delivery in writing or by mail. Mailed notices shall be addressed to the parties at the addresses appearing in'
the introductory paragraph of this Agreement, but each party may change the address by written notice in
accordance with the ftrst sentence of this Section 7.1. Notices delivered personally will be deemed communicated
as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.
Section 7.2 This Agreement and exhibits hereto supersede any and all agreements, either oral or
written, between the parties hereto with respect to the rendering of service by Consultant for Client and contains all
of the covenants and agreements between the parties with respect to the rendering of such services. Each party to
this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification
of this Agreement (including any exhibit hereto) will be effective if it is in writing and signed by the party against
whom it is sought to be enforced.
Section 7.3 If any provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
Section 7.4 Disputes. The parties agree to first try in good faith to settle the dispute by mediation
pursuant to the Mediation Rules of the American Arbitration Association. If the claim or controversy is not settled
by mediation, the claim or controversy may be resolved by final and binding arbitration. On the written request of
one party served on the other, the dispute shall be submitted to binding arbitration in accordance with the
commercial rules and regulations of [he American Arbitration Association and the provisions of the California
Arbitration Act (Sections 1280 through 1294.2 of the California Code of Civil Procedure). The arbitration shall take
place in Newport Beach, Califomia, or such other location mutually agreed to by the parties.
The arbitrator(s) shall be selected as follows: In the even[ that Consultant and Client agree on one
arbitrator, the arbitration shall be conducted by such arbitrator In the event Consultant and Client do not so agree,
Consultant and Client shall each select an arbitrator and the two arbitrators so selected shall select the third
arbitrator. If there is more than one arbitrator, [he arbitrators shall act by majority vote. The parties may propose
arbitrators from JAMS, ADR, ARC or any independent arbitrator/neutral for dispute resolution. The parties are not
required to hire an AAA arbitrator for resolution of a dispute hereunder.
No arbitration shall include by way of consolidation or joinder any parties or entities not a party to this
Agreement without the express written consent of [he Client, the Consultant and any party or entity sought to be
joined with an express reference to this provision. Any party or entity joined in the arbitration, after mutual consent,
shall be bound by [his provision.
The decree or judgment of an award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
Section 7.5 The prevailing party in any arbitration or legal action brought by one party against the
other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to
reimbursement for its expenses, including court costs and reasonable attorneys' fees. The non-prevailing party shall
be liable, to the extent allowable under law, for all fees and expenses of the arbitrator(s) and all costs of the
arbitration.
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Section 7.6 This Agreement will be governed by and construed in accordance with the laws of the
State of California.
Section 7.7 Nothing contained in [his Agreement shall create a contractual relationship with or a
cause of action in favor of a third party against either the Client or the Consultant. The Consultant's services under
this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim
against the Consultant because of this Agreement or the performance or nonperformance of services hereunder.
Section 7.8 Notwithstanding any other provision of this Agreement, and to the fullest extent
permitted by law, neither the Consultant nor the Client, their respective officers, directors, partners, employees,
contractors or subconsultants shall be liable to the other for, or shall make, any claim for any incidental, induect or
consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual
waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss
of income, loss of reputation or any other consequential damages that either party may have incurred from any cause
of action including negligence, strict liability, breach of contract and breach of strict or implied warcanty. .
Section 7.9 It is intended by the parties to this Agreement that the Consultant's services in connection
with the Project shall not subject the Consultant's individual shareholders, officers, directors, members, managers or
employees to any personal legal exposure for the risks associated with this Project. Therefore, and notwithstanding
anything to the contrary contained herein, Client agrees that as Client's sole and exclusive remedy, any claim,
demand or suit shall be directed and/or asserted only against Consultant and not against any of the individual
shareholders, officers, directors, members, managers or employees.
Section 7.10 Limitation of Liability -for available insurance: In recognition of the relative risks and
benefits of the Project to both the Client and the Consultant, the risks have been allocated such that the Client
agrees, to the fullest extent permitted by law, to limit the liability of the Consultant to the Client for any and all
claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including
attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Consultant to
the Client shall not exceed the sum of insurance coverage available at the time of settlement or judgment. It is
intended that this limitation apply to any and all liability or cause of action however alleged or azising, except for
Consultant's willful misconduct or unless otherwise prohibited by law.
IN WITNESS WHEREOF, this Agreement has been executed on the date and year first above written.
CONSULTANT:
David Taussig & Associates, Inc.
By:
David Taussig, Prest en[
Date: 10/26/201 I
CLIENT:
City of Rancho Cucamonga
sy:
Date:
JaPROPOSALVdELLOU2anchoCucamongaULePonding~201 I CFD Refunding Agreement.docx
City ojRancho Cucamonga -CFD Refund/ngs Page 6
Special Tax Refunding Consulting Services October 26, 2011
~~-'- -- DAVID TAUSSIG
~, ~ & ASSOCIATES-
. .. . .
5000 Birch Street, Ste. 6000. Newport Beach, CA 92660
Phone: 949.955.1500 /Fax: 949.955.1590
EXHIBIT A -SCOPE OF SERVICES
SPECIAL TAX CONSULTANT
City of Rancho Cucamonga
CFD Refundings
David Taussig & Associates, Inc. ("DTA") shall provide consulting services necessary to assist the City
of Rancho Cucamonga (the "City") in the sale of refunding bonds for CFD No. 2000-01 (South
Etiwanda), CFD No. 2000-02 (Rancho Cucamonga Corporate Park), and three Improvement Areas
within CFD No. 2001-01, collectively the districts (the "Districts"). DTA's responsibilities under this
Scope of Services shall consist of the following tasks:
Task 1 Mello-Roos Special Tax Pro Formas
This task involves preparing pro forma cash flow analyses of the issuance of refunding bonds for
each of the Districts. Each pro forma provides along-term comparison of each Districts' revenues
and expenses. The pro forma will focus upon the following:
• Special Tax Revenues: Aggregate special tax revenues by the property classifications set
forth in each applicable Rate and Method of Apportionment of the Special Tax.
• Debt Service Coverage: Estimate aggregate debt service coverage ratios for the bonds.
• Bond Sizing: Coordinate with Underwriter regarding structure and sizing of bonds. Assist
Underwriter in sizing of bond issue.
• Special Tax Verification: Verify maximum special tax rates.
DTA may prepare up to a total of fifteen (15) pro formas to analyze different scenarios related to the
issuance of refunding bonds. DTA shall prepare pro formas based on the classification of property
for the 2011-2012 special tax levy using building permit and other development data supplied by
City, consultants designated by City, or landowners. DTA shall rely upon data provided by others and
shall not be responsible for verifying its accuracy.
Task 2 Overlapping Debt and Value-to-Lien Ratios
This task involves comparing each Districts' and other overlapping land secured debt to assessed
and/or appraised values among the property classifications deemed relevant for underwriting
purposes. Direct and overlapping debt shall consist of bonded indebtedness secured by a special
tax and/or special assessment levy against taxable property within the Districts. All value to lien
calculations shall be based upon the fiscal year 2011-2012 secured tax roll and/or appraised values
as supplied by City, consultants designated by City, or landowners. The following subtasks are
included:
• Overlapping Debt Research: Using data obtained from the County Tax Collector, identify
public agencies that have issued land secured debt that overlaps the Districts;
• Apportionment of Overlapping Debt: Contact all agencies identified above to obtain the
amount of outstanding land secured bonded indebtedness that overlaps the Districts.
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Special Tax Refunding Consulting Services October 26,107]
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Using data provided by the County Tax Collector and/or the issuer, estimate the annual
special taxes or assessments for each overlapping bond issue and allocate accordingly to
each Assessor's Parcel, or group of Assessor's Parcels, within each applicable District;
• Value-to-Lien Ratio Table: DTA will estimate value-to-lien ratios by property classifications
deemed relevant for underwriting purposes and value to lien range, if applicable.
Task 3 Property Tax' Burden Analysis
~~
Prepare an estimate of the total property taxes to be paid by the typical" homeowner in each of the
Districts, if applicable. Calculate the effective tax rate using assessed and/or appraised values for
developed properties.
Task 4 Document Review and Preparation
Assist Bond and Underwriter's Counsel with the preparation of required documents, including the
Official Statement and related items.
Task 5 Special Tax Consultant Certificate
If applicable, DTA shall require an executed landowner information certificate confirming net taxable
acreage and other relevant data prior to executing a Special Tax Consultant Certificate. DTA shall
prepare and execute a Special Tax Consultant Certificate confirming the adequacy of special taxes to
meet debt service requirements for the refunding bond issue.
Task 6 Meetin¢s
DTA shall attend up to four (4) meetings with City staff, finance team, and/or other interested
parties.
Task 7 Verbal Consultingr Services
Provide verbal consulting services and advice to City regarding the financing during the period in
which Tasks 1- 6 are being completed.
Task 8 Additional Consultin¢ Services
For additional fees, DTA shall complete other tasks as agreed upon by DTA and the City. Such tasks
may include holding additional meetings and preparing additional computerized special tax pro
formas.
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-~~-' ~ - DAVID TAUSSIG
~~ ~ & ASSOCIATES
. .. . .
5000 Birch Street, Ste. 6000, Newport Beach, CA 92660
Phone: 949.955.1500 /Fax: 949.955.1590
EXHIBIT B -PROPOSED COMPENSATION
SPECIAL TAX CONSULTANT
City of Rancho Cucamonga
CFD Refundings
DTA's proposed compensation for completion of Tasks 1 through 8 in the Scope of Services,
contingent upon the sale of a refunding bond issue, shall be based on the size of the refunding bond
issue due to the increased liability risk associated with larger bond issues. Upon the sale of a
refunding bond issue,_DTA shall present to the City an invoice for consulting services and shall be
paid from the proceeds of the issue. DTA's proposed compensation (excluding out-of-pocket
expenses) shall be based on the following schedule:
Bond Issue Size Proaosed Compensation
Less than $2,000,000 $22,000
$2,000,000 - $10,000,000 $22,000 + .00100 of amount over $2,000,000
$10,000,000 + $30,000 + .00075 of amount over $10,000,000
In addition, City will reimburse DTA for travel, photocopying, database services or materials, facsimile
and telephone calls, clerical services, and other out-of-pocket expenses, in an amount not to exceed
$500.
Any additional tasks assigned by the City if the compensation amount listed above has been
exceeded shall be charged at the hourly rates listed below. An excessive number of meetings (more
than four) or Mello-Roos Special Tax pro forma computer runs (more than fifteen) may also require
additional fees. Such additional fees shall be added to the compensation amount listed above.
Alternatively, if the selected tasks can be completed for less than the compensation amount, only
the compensation amount shall be invoiced.
Vice President $200/Hour
Senior Associate $160/Hour
Associate $145/ Hou r
Senior Analyst $135/Hour
Financial Analyst $125/Hour
Research Assistant $100/Hour
The professional fees and hourly rates set forth above apply fora 12-month period from execution of
an agreement and are subject to acost-of-living and/or other appropriate increase every 12 months
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Special Tax Refunding Consulting Services October 26, 2011
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thereafter. DTA generally reviews its hourly rates annually and, if appropriate, adjusts them to reflect
increases in seniority, experience, cost-of-living, and other relevant factors. DTA shall notify City in
advance of any such increase. Invoices shall be paid by City within thirty (30) days of the date of the
invoice. A 1.2% per month (or the maximum amount permitted by law if less than 1.2%) charge may
be imposed against an invoice which is not paid within thirty (30) days of the date of the invoice.
J:\PROPOSAL\MELLO\RanchoCucamonga\Refunding\2011 CFD Refunding Proposal.docn
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Special Tax Refunding Consulting Services October 26, 1071
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BOND COUNSEL AGREEMENT
THIS AGREEMENT is made and entered into this day of
2011, by and between the CITY OF RANCHO CUCAMONGA, CALIFORNIA ("City"), acting
for and on behalf of itself, the Rancho Cucamonga Finance Authority and Community Facilities
Districts Nos. 2000-O1 (South Etiwanda), 2000-02 (Rancho Cucamonga Corporate Pazk) and
2001-01, and BEST BEST & KRIEGER LLP ("Counsel"):
NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties hereto as
follows:
SECTION 1. Scope of Services.
Under this engagement, Counsel shall perform bond counsel services in connection with
the proposed proceedings relating to the issuance of revenue bonds (the "Revenue Bonds") by
the Rancho Cucamonga Public Finance Authority (the "Authority") pursuant to the "Marks-Roos
Local Bond Pooling Act of 1985" (Government Code Section 6584 and following) (the "Marks-
Roos Act") and [he issuance of special tax refunding bonds (the "Special Tax Refunding Bonds")
by certain community facilities districts established by the City (each, a "CFD"), including any
related issuance of Bonds, under proceedings conducted pursuant to the provisions of the
"Mello-Roos Community Facilities Act of 1982" (Government Code Section 53311 and'
following) (the "Mello-Roos Act" and, together with the Marks-Roos Act, the "Bond Law").
The Special Tax Refunding Bonds are proposed to be issued for the purpose of refunding certain
prior special tax bonds issued by the CFDs (each, a "Prior Special Tax Bond Issue") and the
Revenue Bonds are proposed to be issued to acquire the Special Tax Refunding Bonds.
Such legal services shall include:
A. Participation with the City's financing team to determine the structure of the
Revenue Bond issue and the Special Tax Refunding Bond issue(s);
B. Preparation of the Indenture of Trust for the Revenue Bonds, the Fiscal Agent
Agreements for each Special Tax Refunding Bond issue, Escrow Agreements for
each Prior Special Tax Bond Issue, an agreement among the Authority and the
CFDs pursuant to which the CFDs shall sell and the Authority shall purchase the
Special Tax Refunding Bonds issued by each CFD;
C. Assistance in the review of those sections of the official statement to be
disseminated in connection with the issuance of the Revenue Bonds and the
Special Tax Refunding Bonds related to authority and security for such bonds,
tax-exemption as to the Revenue Bonds, legal opinions, litigation, summary of
Indenture of Tnist and the Fiscal Agent Agreement; the bond purchase agreement
relating to the offering for sale of the Revenue Bonds; and the verification report,
if required, pertaining to the adequacy of the amounts on deposit in the escrow
fund, together within investment earnings thereon, to defease and refund each
Prior Special Tax Bond Issue.
D: Review of any continuing disclosure undertaking to which the City, the Authority
or the CFDs are a parry as required under SEC Rule ISe2-12.
~_
__ ..
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E. Consultation with the underwriter, their legal counsel, disclosure counsel, trustee
and trustee's counsel regarding any of the foregoing;
F. Prepazation of closing documents, coordinate and oversee the closing of each
bond issue;
G. Issuance of an approving legal opinions attesting to the validity of the proceedings
and the issuance of the Revenue Bonds and each series of Special Tax Refunding
Bonds. Our approving legal opinions will be addressed to the Authority or the
CFDs, as applicable, and will be delivered by us on the date that each series of
bonds are exchanged for their purchase price (the "Closing");
H. Provision of any necessary supplemental legal opinions as to the registration
requirements of federal securities laws and other matters related to the issuance of
each series of bonds; provided, however, such opinions do not include the
rendering of a 10(6)5 opinion regarding the official statement;
[. Provision of any necessary defeasance opinion as to each series of Special Tax
Refunding Bonds;
I. Instruction and advice to the City and its staff in connection with any of the
foregoing.
SECTION 2. Oblieations of City.
The City shall perform as follows:
A. Cooperation with Counsel.
Furnish to Counsel such transcripts of the Prior Special Tax Bond Issues, maps,
records, title searches, and other documents and proceedings, or certified copies
[hereof, as are necessary for Counsel to provide its approving legal opinion.
B. Payment of Fees for Services Rendered.
If the Special Tax Refunding Bonds and the Revenue Bonds are issued, Counsel
shall be paid a fee for all services described in Section 1 above. Such fee shall be
computed on the principal amount of the Revenue Bonds as follows:
• One-half percent (0.5%) of the principal amount up to $10,000,000;
plus
• One-quarter percent (0.25°l0) of the principal amount from
$10,000,001 to $15,000,000; plus
• One-eighth percent (0.125%) of the principal amount from
$15,000,001 to $20,000,000; plus
• One-sixteenth percent (0.1%) on the principal amount above
$20,000,001;
provided that the minimum fees for the first series of Revenue Bonds shall
be $50,000 and the minimum fee for each subsequent series of Revenue
Bonds shall be $30,000.
2
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C.
Such fees for each series of Revenue Bonds shall be due and payable upon
the occurrence of the closing of each series of Revenue Bonds.
Payment of Expenses of Counsel.
The following costs and expenses incun•ed by Cotmsel in providing the services
described in Section 1 are billable to, and payable by, the City:
Photocopying:
Facsimile:
Messenger or overnight delivery:
Transcript Preparation:
SECTION 3.
$0.15 per page
$0.50 per page (sending only)
Actual cost
Not to exceed $150 per transcript
Expenses incurred in the provision of legal services described in Section 1 above
each series of Revenue Bonds will be due and payable at the time of the closing of
each series of Revenue Bonds and/or the delivery of the transcripts for such series
of the Revenue Bonds and shall be payable solely from the proceeds of such
Revenue Bonds.
Limitation of Enaacement• Additional Services.
Counsel's services in this engagement are limited to those expressly set forth in Section 1
above. Among other things, our services do not include:
A. Preparation of requests for tax rulings from the Internal Revenue Service, or no
action letters from the Securities and Exchange Commission.
B. Assistance in the preparation or review of an official statement or other disclosure
document with respect to any series of Revenue Bonds, or performance of an
independent investigation to determine the accuracy, completeness or sufficiency
of any such document or rendering of advice that the official statement or other
disclosure document does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements contained therein, in
light of the circumstances under which they were made, not misleading.
C. Preparation of blue sky or investment surveys with respect to any series of bonds.
D. Performance of an investigation or expression of any view as to the
creditworthiness of the bonds.
E. Representation of the Authority, the City or the CFDs in Internal Revenue Service
examinations or inquiries, or Securities and Exchange Commission investigations.
F. After the closing of any series of Revenue Bonds, provision to the Authority, the
CFDs or the City of continuing advice concerning any actions necessary to assure
that interest paid on the Revenue Bonds will continue to be excludable from gross
income for federal income tax purposes.
Upon written request of the Authority, the City or the CFDs, Counsel will provide legal
services related to certain appurtenant legal matters, including, but not limited to, any of the
matters listed in the preceding paragraph and the following:
P129
A. Litigation challenging the validity of (a) the proceedings to form the CFD and/or
to authorize the levy of special taxes or issuance of bonds or (b) the bonds.
B. Ongoing review and advice regarding the Authority, the City or the CFDs
compliance with any applicable continuing disclosure agreement.
C. Such other services as the Authority, [he City or CFDs and Counsel should agree
upon.
Counsel will perform any of the above services at a rate to be mutually agreed upon
before any work is actually performed.
SECTION 4. Conflicts.
Counsel hereby states that it does not represent clients with adverse interests to the City
as it relates to the issuance and sale of the Revenue Bonds or the Special Tax Refunding Bonds.
Counsel represents many public agencies and occasionally represents underwriters. It is possible
that during the time of this engagement,-one or more of Counsel's present or future clients will
have transactions with the City. It is also possible that Counsel may be asked to represent, in an
unrelated matter, one or more of the entities involved in the issuance of Revenue Bonds and/or
[he Special Tax Refunding Bonds. Counsel does not believe that such representation, if it occurs,
will adversely affect its ability to represent the Authority, the City and/or the CFDs as provided
in this Agreement, either because such matters will be sufficiently different from the issuance of
the bonds so as to make such representations not adverse to Counsel's representation of the
Authority, the City or the CFDs or because the potential for such adversity is remote or minor
and outweighed by the consideration that it is unlikely that advice given to the other client will
be relevant to any aspect of the issuance of the bonds. Execution of this Agreement will signify
the City's consent to Counsel's representation of others consistent with the circumstances
described in this paragraph.
P130
SECTION 5. Termination.
This Agreement may be terminated by either party hereto by mailing written notice
thereof to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first hereinabove written.
"CTCY"
By:
60285.00017 V 008803.1
CITY OF RANCHO CUCAMONGA
"COUNSEL"
BEST BEST & KRIEGER LLP
gy: W l~le~l` -
5
P731
PROFESSIONAL SERVICES AGREEMENT
FOR FINANCIAL ADVISOR
This agreement has been entered into this day of , 2011 by and between the City
of Rancho Cucamonga, California (the "City") and Fieldman, Rolapp & Associates, (herein, the
"Consultant").
WHEREAS, the City desires independent financial advisory services to be performed in
connection with refunding of outstanding land secured bonds (herein, the "Project"); and
WHEREAS, the City desires to retain the professional and technical services of the Consultant
for the purpose of debt issuance, (herein, the "Services");
WHEREAS, the Consultant is well qualified to provide professional financial advice to public
entities such as the City;
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and
conditions hereinafter set forth, it is agreed as follows:
Section 1 Financial Advisory Services.
As directed by the City, Consultant will provide services in connection with the
refunding of outstanding land secured bonds as such Services aze fully described
in Exhibit A attached to this Agreement. Consultant is engaged in an expert
financial advisory capacity to the City only. It is expressly understood that the
Services rendered hereunder aze rendered solely to the City of Rancho
Cucamonga. Consultant does not undertake any responsibility to review
disclosure documents on behalf of owners or beneficial owners of bonds or debt
which may arise from the Consultant's work hereunder.
Section 2 Additional Services.
Services performed for the City by Consultant that aze not otherwise specifically
identified in Exhibit A to this Agreement, shall be additional services.
Additional services include, but aze not limited to, the following:
2.01 Assisting the City in obtaining enabling legislation or conducting referendum
elections.
2.02 Extraordinary services and extensive computer analysis in the structuring or
planning of any debt issue or financing program.
2.03 The repeat of any element of a service described in Exhibit A to this Agreement
which is made necessary through no fault of Consultant.
2.04 Financial management services, including development of financial policies,
capital improvement plans, economic development planning, credit analysis or
review and such other services that aze not ordinarily considered within the scope
of services described in Exhibit A to this Agreement.
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2.05 Services rendered in connection with any undertaking of the City relating to a
continuing disclosure agreement entered into in order to comply with Securities
and Exchange Commission Rule 15c2-12 or other similaz rules.
2.06 Services rendered to the City in connection with calculations or determination of
any arbitrage rebate liability to the United States of America arising from
investment activities associated with debt issued to fund the Project.
Section 3 Compensation.
3.01 For Consultant's performance of Services as described in Section I of this
Agreement the Consultant's compensation will be as provided in Part 1 of Exhibit
B attached to this Agreement, plus Consultant's expenses incurred in rendering
such Services. Consultant's expenses may include, but are not limited to travel,
telephone/conference calls, postage, courier, database access services, and
printing.
3.02 For Consultant's performance of additional services as described in Section 2 of
this Agreement, the Consultant's compensation will be as provided in Part 2 of
Exhibit B attached to this agreement, plus Consultant's expenses incurred in
rendering such services. Consultant's expenses may include, but are not limited
to travel, telephone/conference calls, postage, courier, database access services
and printing.
3.03 Payment for Consultant's Services rendered pursuant to Section 1 of this
Agreement shall be as provided for in Exhibit B to this Agreement,' unless
specified to the contrary elsewhere in this Agreement. The Consultant may
submit monthly invoices for payment for services provided pursuant to Section 2
of this Agreement unless an alternate date or dates have been specifically agreed
to in writing. Unless otherwise specified, payment of Consultant's compensation
and expenses is due thirty (30) days after submission of Consultant's invoice for
services.
3.04 In the event the Services of the Consultant aze abandoned prior to completion of
Consultant's work, Consultant shall be compensated for Services performed to
the point of abandonment as if such Services were an additional service pursuant
to Section 2 of this Ageement, subject to a maximum fee of $0. An act of
abandonment shall be deemed to have occurred when no action has been taken
by the City relative to the services of the Consultant for a period of three (3)
months from the date of the initial performance of a service, or there has been a
written notification to the Consultant of an abandonment of the Project by the
City.
3.05 Consultant fees set forth in this Agreement and Exhibits are guaranteed by
Consultant for a period of twelve (12) months from the date of this Agreement.
Section 4 Personnel.
Consultant has, or will secure, all personnel required to perform the services
under this Agreement. Consultant shall make available other qualified personnel
of the firm as may be required to complete Consultant's services. The City has
CITY OF RANCHO CUCAMONGA/FIELDMAN, ROLAPP & ASSOCIATES Page 2
Project No.l 1 ] 88
FRA l 29245
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Section 5
Section 6
Section 7
Section H
Section 9
Section 10
the right to approve or disapprove any proposed changes in Consultant's staff
providing service to the City. The City and Consultant agree that such personnel
aze employees only of Consultant and shall not be considered to be employees of
the City in any way whatsoever.
Term of Agreement.
This Agreement shall continue in full force and effect for a period of twenty-four
(24) months from the date hereof unless terminated by either party by not less
than thirty (30) days written notice to the other party except that the Agreement
shall continue in full force and effect until completion of Consultant's services or
until an abandonment shall have occurred as described in Section 3.04 hereof.
This Agreement may be extended from time to time as agreed by the City and the
Consultant.
Modification.
This Agreement contains the entire agreement of the parties. It may be amended
in whole or in part from time to time by mutual consent of the parties. This shall
not prohibit the City and Consultant from entering into separate agreements for
other services.
Assignment.
The rights and obligations of the City under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the City. This
agreement may not be assigned by the Consultant without the consent of the City
except for compensation due Consultant.
Disclosure.
responsibilities of the other professionals and ve
the provision of services and the prepazation
including iniual and secondary mazket disclosure
the City. Information obtained by Consultant
documents is, by reason of experience, believed
information is not guazanteed by Consultant.
Consultant does not assume the responsibilities of the City, nor the
Confidentiality.
odors representing the City, in
of the financing documents,
for financings undertaken by
and included in any disclosure
to be accurate; however, such
The Consultant agrees that all financial, statistical, personal, technical and other
data and information designated by the City as confidential shall be protected by
the Consultant from unauthorized use or disclosure.
Indemnification.
The City and Consultant shall each indemnify and hold hazmless the other from
and against any and all losses, claims, damages, expenses, including legal fees
for defense, or liabilities, collectively, damages, to which either may be subjected
by reason of the other's acts, errors or omissions, except however, neither will
CITY OF RANCHO CUCAMONGA/FIELDMAN, ROLAPP & ASSOCIATES Page 3
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indemnify the other from or against damages by reason of changed events and
conditions beyond the control of either or errors of judgment reasonably made.
Section 11 Insurance.
11.01 Consultant shall maintain workers' compensation and employer's liability
insurance during the term of this Agreement.
11.02 Consultant, at its own expense, shall obtain and maintain insurance at all times
during the prosecution of this contract. Such insurance must be written with a
Best Guide "A"-rated or higher insurance carrier admitted to write insurance in
the state where the work is located.
11.03 Certificates of insurance naming the City as an additional insured shall be
submitted to the City evidencing the required coverages, limits and locations of
operations to which the insurance applies, and the policies of insurance shall
contain a 30 day notice of cancellation or non-renewal.
11.04 Insurance coverages shall not be less than the following:
A. Workers' Compensation
1. State worker s compensation statutory benefits
2. Employer's Liability -policy limits of not less than $1,000,000.
B. Comprehensive General Liability coverage with policy limits of no[ less than
$1,000,000 combined single limit for bodily injury and property damage and
including coverage for the following:
1. Premises operations
2. Contractual liability
3. Products
4. Completed operation
C. Errors and omissions with policy limits of $2,000,000.
Section 12 Permits/Licenses.
The Consultant shall obtain any permits or licenses, as may be required for it to
complete the services required under this Agreement.
Section 13 Binding Effect.
13.01 A waiver or indulgence by the City of a breach of any provision of this
Agreement by the Consultant shall not operate or be construed as a waiver of any
subsequent breach by the Consultant.
13.02 All agreements and covenants contained herein are severable and in the event any
of them shall be held to be invalid by any competent court, this Agreement shall
be interpreted as if such invalid agreements or covenants were not contained
herein, and the remaining provisions of this Agreement shall not be affected by
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such determination and shall remain in full force and effect. This Agreement
shall not fail because any part or any clause hereof shall be held indefinite or
invalid.
13.03 Each party hereto represents and warrants [hat this Agreement has been duly
authorized and executed by it and constitutes its valid and binding agreement,
and that any governmental approvals necessary for the performance of this
Agreement have been obtained.
13.04 The validity, interpretation and construction of this Agreement and of each part
hereof shall be governed by the laws of the State of California. Venue for any
lawsuit concerning this agreement is Orange County, California.
IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year
first above set forth.
CTTY OF RANCHO CUCAMONGA
By:
Dale:
FIELDMAN, ROLAPP ASSOCIATES
19900 Mac`~e+rthdr Bo ev d, Suite 1100
Title:
Title: .L~ rTSI
+ ~
CITY OF RANCHO CUCAMONGA/FIELDMAN, ROLAPP & ASSOCIATES Page 5
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EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT FOR FINANCIAL ADVISOR
BY AND BETWEEN
THE CITY OF RANCHO CUCAMONGA
AND
FIELDMAN, ROLAPP & ASSOCIATES
Scope of Services
A. General Services.
The Consultant shall perform all the duties and services specifically set forth herein and shall
provide such other services as it deems necessary or advisable, or are reasonable and necessazy to
accomplish the intent of this Agreement in a manner consistent with the standazds and practice of
professional financial advisors prevailing at the time such services aze rendered to the City.
The City may, with the concurrence of Consultant, expand this Agreement to include any
additional services not specifically identified within the terms of this Agreement. Any additional
services may be described in an addendum to this Exhibit A and aze subject to fees described in
Exhibit B to this Agreement.
B. Debt Issuance Services.
The Consultant shall assume primary responsibility for assisting the City in coordinating the
planning and execution of each debt issue relating to the Project. Insofar as the Consultant is
providing Services which aze rendered only to the City, the overall coordination of the Financing
shall be such as to minimize the costs of the transaction coincident with maximizing the City's
financing flexibility and capital market access. The Consultant's proposed debt issuance Services
may include, but shall not be limited to, the following:
• Establish the Financing Objectives
• Develop the Financing Schedule
• Monitor the Transaction Process
• Review the Official Statement, both preliminary and final
• Procure and Coordinate Additional Service Providers
• Frovide Financial Advice to the City Relating to Financing Documents
• Compute Sizing and Design Structure of the Debt Issue
• Plan and Schedule Rating Agency Presentation and Investor Briefings
• Conduct Mazket Analysis and Evaluate Timing of Mazket Entry
• Provide Pre-Closing and Closing Assistance
Specifically, Consultant will:
1. Establish the Financing Objectives.
At the onset of the financing transaction process for the Project, the Consultant shall
review the City's financing needs and in conjunction with the City's management, outline
the objectives of the financing transaction to be undertaken and its proposed form.
CITY OF RANCHO CUCAMONGA/FIELDMAN, ROLAPP & ASSOCIATES Exhibit A, Page 1
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Unless previously deternvned, Consultant shall recommend the method of sale of debt
and outline the steps required to achieve efficient market access.
2. Develop the Financine Timetable.
The Consultant shall take the lead role in preparing a schedule and detailed description of
the interconnected responsibilities of each team member and update this schedule, with
refinements, as necessary, as the work progresses.
3. Monitor the Transaction Process.
The Consultant shall have primary responsibility for the successful implementation of the
financing strategy and timetable that is adopted for each debt issue relating to the Project.
The Consultant shall coordinate (and assist, where appropriate) in the prepazation of the
legal and disclosure documents and shall monitor the progress of all activities leading to
the sale of debt. The Consultant. shall prepare the timetables and work schedules
necessary to achieve this end in a timely, efficient and cost-effective manner and will
coordinate and monitor the activities of all parties engaged in the financing transaction.
4. Review the Official Statement.
a. SEC, MSRB, and GFOA guidelines encourage full disclosure so that
potential investors have sufficient data to analyze each proposed financing.
Upon direction of the City, the Consultant shall review the official statement
for each debt issue relating to the Project to insure that the City's official
statement is compiled in a manner consistent with industry standards,
typically including the following matters:
• Legal Authority for the Financing
• Security for the Financing
• Restrictions on Additional Financings
• Purpose and Funds for which the Financing is Being Issued
• Governmental System
• Financial Management System
• Outstanding Financings
• Labor Relations and Retirement Systems
• Economic Base
• Annual Financial Statements
• Legal Opinions Regarding Tax Exemption
• Such Other Matters as the Context May Require.
b. The Consultant shall post the official statement to its website.
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5. Procure and Coordinate Additional Service Providers.
Should the City desire, the Consultant may act as City's representative in procuring the
services of financial printers for the official statement and related documents, and for the
printing of any securities. In addition, the Consultant may act as the City's representative
in procuring the services of tmstees, paying agents, fiscal agents, feasibility consultants,
redevelopment consultants, or escrow verification agents or other professionals, if the
City directs.
6. Provide Financial Advice to the Citv Relating to Financing Documents.
Simultaneous with assisting in the prepazation of official statements for each debt isstie
relating to the Project, the Consultant shall assist the managing underwriters, bond
counsel and/or other legal advisors in the drafting of the respective financing resolutions,
notices and other legal documents. In this regard, the Consultant shall monitor document
prepazation for a consistent and accurate presentation of the recommended business terms
and financing structure of each debt issue relating to the Project, it being specifically
understood however that the Consultant's services shall in no manner be construed as the
Consultant engaging in the practice of law.
7. Compute Sizine and Design Structure of Debt Issue.
The Consultant shall work with the City's staff to design a Financing structure for each
debt issue relating Co the Project that is consistent with the City's objectives, that
coordinates each transaction with outstanding issues and that reflects current conditions
in the capital markets.
8. Plan and Schedule Rating A¢encv Presentation and Investor Briefin¢s.
The Consultant shall develop a plan for presenting the financing program to the rating
agencies and the investor community. The Consultant shall schedule rating agency visits,
if appropriate, to assure the appropriate and most knowledgeable rating agency personnel
are available for the presentation and will develop presentation materials and assist the
City officials in preparing for the presentations.
9. Conduct Mazket Analysis and Evaluate Timine of Mazket Entry.
The Consultant shall provide regular summaaes of current municipal market conditions,
trends in the mazket and how these may favorably or unfavorably affect the City's
proposed fmancing.
a. Negotiated Sales.
In the case of a negotiated sale of debt, the Consultant shall perform a thorough
evaluation of mazket conditions preceding the negotiation of the terms of the sale
of debt and will assist the City with the negotiation of final issue structure,
interest rates, interest cost, reoffering terms and gross underwriting spread and
provide a recommendation on acceptance or rejection of the offer to purchase the
debt. This assistance and evaluation will focus on the following areas as
determinants of interest cost:
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• Size of financing
• Sources and uses of funds
• Terms and maturities of the debt issue
• Review of the rating in pricing of the debt issue
• Investment of debt issue proceeds
• Distribution mix among institutional and retail purchasers
• Interest rate, reoffering terms and underwriting discount with comparable
issues
• Redemption provisions
10. Recommend Awazd of Debt Issuance.
Based upon activities outlined in Task 10(a) and 10(b) above, the Consultant will
recommend accepting or rejecting offers to purchase the debt issue. If the City elects
to award the debt issue, the Consultant will instruct all parties and help facilitate the
actions required to formally consummate the award.
11. Provide Pre-Closing and Closing Activities.
The Consultant shall assist in arranging for the closing of each financing. The
Consultant shall assist counsel in assuming responsibility for such arrangements as
they aze required, including arranging for or monitoring the progress of bond
printing, qualification of issues for book-entry status, signing and final delivery of the
securities and settlement of the costs of issuance.
C. Special Financing Services.
The Consultant shall assist the City, as needed, in identifying and procuring special financial
related services that may be needed for any debt issue relating to the Project.
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EXHIIiIT B
TO
FINANCIAL ADVISORY SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF RANCHO CUCAMONGA
AND
FIELDMAN, ROLAPP & ASSOCIATES
Fees and Expenses
Part 1: Fee for Services
Financial Advisory Services performed pursuant to Section 1 of this Agreement, and as more
fully described in the Scope of Services set foRh in Exhibit A, will be billed for at the amounts set
forth below:
Transaction Size Fees
$1 to $2,999,999 $26,000
$3,000,000 to $1],999,999 $31,000
$12,000,000 to $19,999,999 $35,000
$20,000,000 and above to be negotiated
Payment of fees earned by Consultant pursuant to this Part I shall be contingent on, and payable
at the closing of the debt issue(s) undertaken to finance the Project.
Part 2: Other Services
Unless agreed to otherwise, financial advisory services performed pursuant to Section 2 of this
Agreement will be billed at the then current hourly rates. The table below reflects the rates in
effect as of the date of execution of this Agreement.
Personnel Hourlv Rate
Executive Officers ............................... ............................. $300.00
Principals ............................................. ............................. $290.00
Senior Vice President .......................... ............................. $275.00
Vice Presidents .................................... ............................. $225.00
Assistant Vice President ...................... ............................. $195.00
Senior Associate .................................. ............................. $150.00
Associate .............................................. ............................. $125.00
Analyst ................................................. ............................... $85.00
Administrative Assistants .................... ............................... $65.00
Clerical ................................................. ............................... $35.00
Expenses
Expenses will be billed for separately and will cover, among other things, travel, lodging,
subsistence, overnight courier, computer, and fax transmission charges. Advances made on
behalf of the City for costs of preparing, printing or distributing disclosure materials or related
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matter whether by postal services or electronic means, may also be billed through to the City
upon prior authorization. Additionally, a surchazge of 5% of the net fee amount is added [o
verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document
reproduction and the like.
Limiting Terms and Conditions
The above fee is based on completion of work orders within six months of the City's
authorization to proceed, and assumes that the City will provide all necessary information in a
timely manner.
The fee shown above in Part 1 presumes attendance at up to 3 meetings in the City's offices or
such other location within a 25-mile radius of the City place of business as the City may
designate. Preparation for, and attendance at City Council meetings on any basis other than "by
appointment" may be chazged at our normal hourly rates as shown in Part 2, above.
Abandonment
If, once commenced, the services of the Consultant are terminated prior to completion of our Final
report for any reason, we are to be reimbursed for professional services and direct expenses
incurred up to the time we receive notification of such termination at the standard hourly rates
shown in Part 2, subject to a minimum chazge of $0.
CITY OF RANCHO CUCAMONGA/FIELDMAN, ROLAPP & ASSOCIATES Exhibit B, Page 2
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JONES HALL
A Professional Law Corporation
AGREEMENT FOR LEGAL SERVICES
(Disclosure Counsel)
THIS AGREEMENT FOR LEGAL SERVICES is made and entered into this ? day of
-~,/,~=eh.bef 2011, by and between the CITY OF RANCHO CUCAMONGA (the "Client"), and
JONES HALL, A PROFESSIONAL LAW CORPORATION, San Francisco, California
("Attorneys").
WITNESSETH
1. The City Council of Client previously conducted proceedings under and pursuant
to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of
Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the
"Mello-Roos Act"), to form the following community facilities districts (the "CFDs") and Client
previously caused the issuance of the following series of bonds by the CFDs (the "Prior CFD
Bonds'):
(i) City of Rancho Cucamonga Community Facilities District No. 2000-01
(South Etiwanda): $1,365,000 initial principal amount City of Rancho Cucamonga
Community Facilities District No. 2000-01 (South Etiwanda) Special Tax Bonds, Series
2000.
(ii) City of Rancho Cucamonga Community Facilities District No. 2000-02
(Rancho Cucamonga Corporate Park): $6,835,000 initial principal amount City of
Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga
Corporate Park) Special Tax Bonds, Series 2000.
(iii) City of Rancho Cucamonga Community Facilities District No. 2001-01
with respect to its Improvement Areas No. 1 and 2: $14,240,000 initial principal amount
City of Rancho Cucamonga Community Facilities District No. 2001-01, Improvement
Area No. 1 and Improvement Area No. 2 Special Tax Bonds, Series 2001-A.
(iv) City of Rancho Cucamonga Community Facilities District No. 2001-01
with respect to its Improvement Area No. 3: $935,000 initial principal amount City of
Rancho Cucamonga Community Facilities District No. 2001-01, Improvement Area No. 3
Special Tax Bonds, Series 2001-B.
2. Client wishes to refinance the Prior CFD Bonds and will cause issuance of four
series of refunding bonds by the CFDs (the "CFD Refunding Bonds").
4. The Rancho Cucamonga Public Finance Authority (the "Authority") will issue its
revenue bonds (the "JPA Bonds"; collectively with the CFD Refunding Bonds, the "Bonds") to
acquire the CFD Refunding Bonds.
5. Client has determined that Attorneys are specially trained and experienced to
provide services as Disclosure Counsel in connection with the sale of the Bonds and Attorneys
are willing to provide such services.
P143
6. The public interest, economy and general welfare will be served by this
Agreement for Legal Services.
NOW THEREFORE, IT IS HEREBY AGREED, as follows:
1. Duties of Attorneys. Attorneys shall provide legal services in connection with the
preparation of the Official Statement to be used in connection with the offering and sale of the
Bonds. Such services shall include the following: '
a. Prepare the Official Statement (both preliminary and final) or other
disclosure documents in connection with the offering of the Bonds;
b. Confer and consult with the officers and administrative staff of the Client
and the Authority as to matters relating to the Official Statement;
c. Attend all meetings of the Client and any administrative meetings at which
the Official Statement is to be discussed, deemed necessary by Attorneys for the proper
exercise of their due diligence with respect to the Official Statement, or when specifically
requested by the Client to attend;
d. On behalf of the Client, prepare the bond purchase contract pursuant to
which the JPA Bonds will be sold to the underwriter and a continuing disclosure
certificate of the Client to assist the underwriter with complying with the provisions of
SEC Rule 15c2-12; and
e. Subject to the completion of proceedings to the satisfaction of Attorneys,
provide a letter of Attorneys addressed to the Client and the underwriter that, although
Attorneys are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Official Statement and make
no representation that Attorneys have independently verified the accuracy,
completeness or fairness of any such statements, no facts have come to Attorneys'
attention that cause Attorneys to believe that the Official Statement (except for any
financial and statistical data and forecasts, numbers, estimates, assumptions and
expressions of opinion, and information concerning the Depository Trust Company and
the book-entry system for the Bonds, contained or incorporated by reference in the
Official Statement and the appendices to the Official Statement, which Attorneys will
expressly exclude from the scope of this sentence) as of the date of the Official
Statement or the date hereof contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
2. Duties of Client.
a. During the course of this engagement, we will rely on you to provide us
with complete and timely information on all developments pertaining to any aspect of the
Bonds and their security, including all information "material" to such matters (as such
term is defined under federal securities laws) and all other documents deemed
necessary by Attorneys. We understand that you will direct members of your staff to
cooperate with us in this regard.
b. Based on (i) our current understanding of the terms, structure, size and
schedule of the financing represented by the Bonds, (ii) the services set forth under
2-
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Section 1, and (iii) the time we anticipate devoting to the financing, Attorneys shall be
paid compensation in the amount of $55,000. Our fee may change if (i) the principal
amount of the Bonds actually issued differs significantly from the amount stated above,
(ii) material changes in the structure or the schedule of the financing occur or (iii)
unusual or unforeseen circumstances arise which require a significant increase in our
time or responsibility. If, at any time, we believe that circumstances require an
adjustment of our original fee, we will advise you of those circumstances and prepare
and provide to you an amendment to this Agreement for Legal Services.
In addition, Attorneys shall be reimbursed for any costs advanced by Attorneys
on behalf of the Client, including delivery and messenger services, duplication costs and
expenses for travel outside the State of California, if any, but specifically excluding travel
expenses within the State of California.
Payment of said fees and expenses shall be entirely contingent, shall be due and
payable upon the delivery of the Bonds and shall be payable solely from the proceeds of
the Bonds and from no other funds of the Client. The fee is not set by law but is
negotiable between Attorneys and Client.
3. Termination of Aoreement.
a. Termination by Client. This Agreement may be terminated at any time by
the Client with or without cause upon written notice to Attorneys.
b. Termination by Attorneys. This Agreement may be terminated by
Attorneys upon 15 days' written notice to Client if Client fails to follow written legal advice
given by Attorneys.
c. Termination Uoon Issuance of Bonds. This Agreement shall terminate
upon the issuance of the Bonds.
d. Consequences of Termination. In the event of termination, all finished and
unfinished documents shall at the option of the Client become its property and shall be
delivered to the Client by Attorneys.
4. Excevtions. Attorneys' services pursuant to this Agreement shall not include the
following:
a. providing a legal opinion approving the legality of the proceedings relating
to the Bonds or regarding the exemption of interest thereon from taxation;
b. any services rendered in any litigation involving the Client or the financing
proceedings relating to the Bonds; and
c. on-going advice and preparation of necessary documentation in respect
of reporting requirements of the Securities and Exchange Commission, including,
without limitation, Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934.
For any such services which Attorneys and Client subsequently agree to be provided by
Attorneys, compensation shall be on the basis of reasonable fees to be agreed upon by the
Client and Attorneys.
-3-
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5. Advice and Counsel; Attorney-Client Relationship. It is understood that neither
the Attorneys nor any individual representing the Attorneys possesses any authority with
respect to any decision of the Client or any Client official beyond the rendition of information,
advise, recommendation or counsel.
Upon execution of this Agreement, the Client will be Attorneys' client and an attorney-
client relationship will exist between Client and Attorneys. Attorneys assume that all other
parties will retain such counsel as they deem necessary and appropriate to represent their
interests in this transaction. Attorneys further assume that all other parties understand that in
this transaction Attorneys represent only the Client, Attorneys are not counsel to any other
party, and Attorneys are not acting as an intermediary among the parties. Attorneys' services as
disclosure counsel are limited to those contracted for in this Agreement; the Client's execution
of this Agreement will constitute an acknowledgment of those limitations.
6. Conflicts: Prospective Consent. Attorneys represent many political subdivisions
and underwriting firms. It is possible that during the time that Attorneys are representing the
Client, one or more of Attorneys' present or future clients will have transactions with the Client. It
is also possible that Attorneys may be asked to represent, in an unrelated matter, one or more
of the entities involved in the issuance of the Bonds. Attorneys represent the underwriter of the
bonds, Stifel, Nicolaus & Company, Incorporated dba Stone & Youngberg a Division of Stifel
Nicolaus from time to time on unrelated matters. Attorneys do not believe such representation, if
it occurs, will adversely affect Attorneys' ability to represent Client as provided in this
Agreement, either because such matters will be sufficiently different from the issuance of the
Bonds so as to make such representations not adverse to Attorneys' representation of Client, or
because it is unlikely that advice given to the other client will be relevant to any aspect of the
issuance of the Bonds. Execution of this Agreement will signify the Client's consent to Attorneys'
representation of others consistent with the circumstances described in this Section 6.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the respective officers thereunto duly authorized as of the day and year first above
written.
CITY OF RANCHO CUCAMONGA
By _
Title:
JONES HALL, A Professional Law Corporation
her K. Lynch
4-
P746
STAFF REPORT
tZ.aNCHO CUCAMONGB POLICE DEPARTMENT
Date: November 3, 2011
To: Mayor and Members of the City Council
John Gillison, Cfty Manager
From: Mike Newcombe, Police Chief
By: Sam Lucia, Police Lieutenant
Subject: APPROVAL TO ACCEPT GRANT REVENUE IN THE AMOUNT OF $319,151 FROM
THE 2011/2012 STATE OF CALIFORNIA SUPPLEMENTAL LAW ENFORCEMENT
FUND INTO ACCT. NO. 1354000-4740 AND AUTHORIZATION TO APPROPRIATE
$319,151 INTO ACCOUNT NO. 1354701-5300.
The police department recommends the acceptance of grant revenue in the amount of $319,151
from the 2011/2012 State of Calrfornia Supplemental Law Enforcement Fund (SLESF) into account
number 1354000-4740 (Grant Income) and authorization to appropriate $319,151 into account
number 1 35470 1-5300 (COPS Program Grant State Contract Services) to supplement overtime
costs associated with grant-funded special projects.
BACKGROUND ANALYSIS
Each year, the County and the City Police Departments receive grant funding from the State
Controllers Office in accordance with Government Code Section 30061. The allocation to the City
of Rancho Cucamonga this fiscal year is $319,151. In fiscal year 2010/2011, the Rancho
Cucamonga Police Department received approval to utilize SLESF/COPS grant funding to pay for
overtime for the following special projects:
Tactical Response Program
Parolee Compliance Program
Sex Registrant Compliance Program
Bike Patrol Program
Special Investigative Program
Holiday Shopping Crime Prevention Program
These programs have been extremely successful, resulting in numerous arrests. The Police
Department would like to continue these programs into the next fiscal year utilizing this funding
source.
MN/sl
STAFF REPORT
P147
FIRE PROTECTION DISTRICT ~~
RANCxo
Date: December 7, 2011 GUCAMONGA
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: Mike Bell, Fire Chief "(N,,;~t.~~'r'~'"-'
By: Breanna Medina, Management Analyst II/Emergency Management Program
Subject: APPROVAL TO ACCEPT GRANT REVENUE IN THE AMOUNT OF $3,500.00
AWARDED BY STATE FARM INSURANCE TO THE CITY OF RANCHO
CUCAMONGA EMERGENCY MANAGEMENT PROGRAM INTO ACCOUNT 3281000-
4905 (GRANT REVENUE) AND APPROVAL TO APPROPRIATE FUNDS INTO
ACCOUNT 3281503-5200 (EMERGENCY MANAGEMENT PROGRAM) FOR THE
COMPLETION OF A COMMUNITY EMERGENCY PREPAREDNESS GUIDE
Authorize the acceptance of grant revenue in the amount of $3500.00 (State Farm Insurance
Preparedness Grant) into account 3281000-4905 (Grant Revenue) and authorization to appropriate
funds into account 3281503-5200 (Emergency Management Program) for the completion of a
Community Emergency Preparedness Guide.
BACKGROUND
The City of Rancho Cucamonga Emergency Management Program has been working to complete
a Community Emergency Preparedness Guide for residents that will give them important
information before, during and after an emergency in the City. This generous donation from State
Farm Insurance will be used to complete the design portion of the brochure and insure that it will be
distributed in a variety of formats, including print as well as electronic versions.
STS REPORT
COMMUNITY SERVICES DEPARTMENT ~~
Date: December 7, 2011 RANCHO
To: Mayor and Members of the City Council GUCAMONGA
John R. Gillison, City Manager
From: Kevin McArdle, Community Services Director
By: Karen McGuire-Emery, Senior Park Planner
Subject: APPROVAL TO PURCHASE REPLACEMENT PLAY EQUIPMENT FROM
LANDSCAPE STRUCTURES, INC. FOR THE LIONS PARK PLAYGROUND,
UTILIZING A COMPETITIVELY BID COOPERATIVE AGREEMENT
AWARDED BY HOUSTON-GALVESTON AREA COUNCIL (HGAC
CONTRACT NO. PR 11-10), AND AUTHORIZE THE EXPENDITURE OF $
109,137.11 PLUS A 2% CONTINGENCY TO BE FUNDED FROM
ACCOUNT 1120305-5650/180120-0
Staff recommends that the City Council approve the purchase of replacement play
equipment from Landscape Structures, Inc., for the Lions Park Playground utilizing a
competitively bid cooperative agreement awarded by Houston-Galveston Area Council
(HGAC Contract No. PR 11-10) and authorize the expenditure of $109,137.11 plus a
2% contingency in the amount of $2,183.00
BACKGROUND/ANALYSIS
Due to a combination of continual and heavy use from regular park users, as well as
from the playschool classes that are held at Lions West Community Center, it is
necessary to replace portions of the existing play structure at Lions Park. The existing
ship structure has been evaluated by Landscape Structures representatives and it has
been determined that only portions of the structure will need to be replaced to provide
compliance with the Americans With Disabilities Act (ADA) as well as the Consumer
Product Safety Guidelines, resulting in a considerable cost savings, as compared with
replacement of the entire structure.
In addition, in late 2010, the City was successful in receiving a grant in the amount of
$7500, from Kaboom!, Mott's and the National Football League to apply toward
playground improvements at Lions Park -specifically the addition of shade areas over
some of the playground equipment. Kaboom! is a national non-profit organization
dedicated to helping communities build playgrounds through grant funding
opportunities. Rancho Cucamonga was one of just ten cities across the country, the
only City in California, involved in the month-long Internet-based, online voting
competition. This was in support of the Community Services Department Playschool
program "Play Day' at Lions Park, held in September 2010. At the conclusion of the
voting process, the Lions Park Play Day was the second highest vote getter in the
country, second only to Baton Rouge, Louisiana.
P148
P749
APPROVALTOPURCHASE REPLACEMENT PLAY EQUIPMENT FROM LANDSCAPE PAGE 2
STRUCTURES, INC. FORTHE LIONS PARK PLAYGROUND, UTILIZING A COMPETITIVELYBID
COOPERATIVE AGREE~4IENTAWARDED BYHOUSTON-GALVESTONAREACOUNCIL
(HGAC CONTRACT NO. PR 11-10), ANDAUTHORIZE THE EXP
DECEMBER 7, 2011
Per the Kaboom! Grant requirements, equipment may be purchased from pre-approved
vendors, and Kaboom! pays the selected vendor directly for the items purchased. A
28ft x 28 ft shade unit manufactured by Landscape Structures, Inc., has been selected
for the Kaboom! purchase, as they are the original manufacturer of the existing play
structure and thus their equipment will be utilized for the play equipment upgrades for
the rest of the playground. Utilizing the same vendor will provide monetary savings in
overall shipping costs. In summary, City funds will provide for the play equipment
upgrades and the three small shade units, while the Kaboom! Grant will pay for the new,
28ft x 28ft shade unit. It is anticipated that these improvements will be completed by
February 2012.
Respectfully submitted,
Kevin McArdle
Community Services Director
KM/KME
STAFF REPORT
PUBLIC WORKS SERVICES DEFRAYMENT ~RJ~-' )~
RANG>HO
Date: December 7, 2011 C,,UCAMONGA
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: Fabian Villenas, Principal Management Analyst
Subject: APPOINTMENT OF WILLIAM WITTKOPF, PUBLIC WORKS SERVICES DIRECTOR,
AS REPRESENTATIVE OF THE CITY OF RANCHO CUCAMONGA ON THE WEST
VALLEY MOSQUITO AND VECTOR CONTROL (WVMVC) DISTRICT BOARD OF
TRUSTEES
RECOMMENDATION
It is recommended that the City Council appoint William Wittkopf, Public Works Services Director,
as the City of Rancho Cucamonga's representative on the West Valley Mosquito and Vector Control
(WVMVC) Board of Trustees.
BACKGROUND
The West Valley Mosquito and Vector Control District (WVMVCD) was established in 1983 in order
to control mosquito and other vector populations and protect public health from illnesses associated
with these such as the West Nile Virus. The District serves the communities of Chino, Chino Hills,
Ontario, Montclair, and Rancho Cucamonga and is governed by a Board of Trustees with
representatives from each community and an at-large County representative.
City Manager John Gillison currently represents the City of Rancho Cucamonga on the WVMVCD
Board of Trustees (Board) for a term through January, 2013. With William Wittkopf serving as the
City's Public Works Services Director and is now a Rancho Cucamonga resident, it is
recommended that Bill Wittkopf replace Mr. Gillison on the Board of Trustees for the remainder of
his term. The appointment of Bill Wittkopf will allow for closer collaboration between the Public
Works Services Department and the District's active programs in preventing the. spread of the West
Nile Virus. The Public Works Services Department is most familiar with the work and activities the
District is involved in and is better positioned to be able to assist in and coordinate vector control
efforts. The Public Works Services Department is typically the first agency residents contact to
report issues regarding mosquitoes, bees, and dead birds and other vermin.
For these reasons, it is recommended that Bill Wittkopf, Public Works Services Director, be
appointed as the City's representative to the WVMVCD Board of Trustees for the remainder of the
term ending January 2013.
Respectfully Submitted,
~~~ ~ I~
Fabian Villenas
Principal Management Analyst
P150
STAFF REPORT
ADMINISTR9TIVE SERVICES DEPdRTMENT
P151
RANCHO
Date: December 7, 2011 CUCAMONGA
To: Mayor and Members of the Cit ncil
From: John R. Gillison, City Mana
By: Chris Paxton, Human Resources Dir ors
Subject: AUTHORIZATION TO ADOPT THE ACCUMULATION PROGRAM FOR PART-TIME
AND LIMITED SERVICE EMPLOYEES (THE APPLE PLAN) TO PROVIDE
RETIREMENT BENEFITS TO PART-TIME AND TEMPORARY EMPLOYEES OF
THE CITY OF RANCHO CUCAMONGA AND THE RANCHO CUCAMONGA FIRE
PROTECTION DISTRICT.
RECOMMENDATION
It is recommended that the City Council adopt the APPLE Plan as a Social Security (FICA) program
alternative for part time and temporary employees of the City of Rancho Cucamonga and the
Rancho Cucamonga Fire Protection District and authorize the City Manager to execute the
necessary documents.
BACKGROUND
Since 2005, the City and Fire District have contracted with a third party to administer apart-
time FICA substitute plan for part-time and temporary employees. Under this plan,
employees contribute via payroll deduction to a Social Security alternative retirement fund. A
recent review of the plan by staff revealed that many of the accounts still on the books belong
to employees who are no longer active with the City and Fire District. Staff determined that
this was due to a limited services and information disseminated by the third party. By law
these funds are supposed to escheat to the state after a specified period. However, that
does not appear to be happening in this case.
Staff has requested proposals from two providers to provide FICA substitute plans which
offer more comprehensive services to employees. Both Keenan and Associates and the
Public Agency Retirement System (PARS) submitted proposals. The Keenan plan is called
the Accumulation Program for Part-Time and Limited Service Employees (APPLE). Both
firms indicate they are diligent in attempting to locate terminated employees and they work
with the state controller's office when necessary to complete the escheat process. Both also
provide quick distributions upon employee separation. PARS charges the employee $20.00
per distribution whereas the APPLE plan has no distribution fees. Assets under the PARS
plan are placed into a trust and are managed by Union Bank. There is no guaranteed return.
There are a number of investment options based on risk tolerance, etc.
The APPLE plan provides a full guarantee of principal. Assets in the APPLE plan are
invested in an annuity which provides a minimum net guaranteed rate of return declared each
year. Fees and rates of return are similar for both plans.
P152
AUTHORIZATION TO ADOPT THE ACCUMULATION PROGRAM FOR PART-TIME AND LIMITED SERVICE
EMPLOYEES (APPLE) TO PROVIDE RETIREMENT BENEFITS TO PART-TIME AND TEMPORARY EMPLOYEES
DECEMBER 7, 2011
PAGE 2
Both companies provide similar services for other public sector entities and both will provide
employee enrollment materials and conduct employee educational meetings. Both provide
informational phone numbers. APPLE provides a website for employee and employer
inquiries and download of necessary forms. Contributions will remain the same under either
plan and the only change would be where we send the contributions.
Staff recommends the APPLE Plan for this group due to the fact this is a large group of
employees (1,588) with an average balance of less than $800.00. While traditional wisdom
would dictate a recommendation of a plan growth potential for most retirees, it is not likely
that many of these employees would be inclined to move assets around or to monitor the
accounts closely. The balances just aren't substantial enough. Based on market conditions
they could easily lose these assets in a traditional account tied to money markets or equities.
Under the APPLE Plan these assets will be invested in a product that guarantees principal
and provides a small return over time. Staff believes this to be the prudent move for the City
as the fiduciary in this relationship. In addition, APPLE will mail the annual statements to
employees and provide web access effectively transferring this responsibility for the City to
the vendor. Under the PARS plan we would still be responsible for distributing statements
annually (or pay a fee to PARS for doing it) and there is no web access for employees.
Another advantage for employees is that APPLE does not charge a distribution fee.
Under the current structure the Fire District and City have two separate plans providing the
exact same benefit. The APPLE Plan will roll employees from both entities into one group.
ATTACHMENTS
1. Resolution
2. APPLE Participation Agreement
3. Contract Application
4. Administrative Services Agreement
P753
RESOLUTION NO. 11- ~ 76
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, AUTHORIZING THE
ADOPTION OF THE ACCUMULATION PROGRAM FOR PART-
TIME AND LIMITED SERVICE EMPLOYEES (THE APPLE
PLAN) TO PROVIDE RETIREMENT BENEFITS TO PART-TIME
AND TEMPORARY EMPLOYEES OF THE CITY OF RANCHO
CUCAMONGA AND THE RANCHO CUCAMONGA FIRE
PROTECTION DISTRICT.
WHEREAS, Section 11332 of the Omnibus Budget Reconciliation ACT of 1990
(OBRA'90) extends Social Security retirement benefit coverage to employees of state and local
governments who are not covered by a state or local government system and subjects the
employer and employee to Federal Insurance Contributions Act (FICA) taxes on the employee's
wages; and
WHEREAS, OBRA '90 excludes from the requirement of Social security
coverage governmental employees who are covered by a compulsory retirement system of a
state or local government; and
WHEREAS, California Government Code section 53216, et seq., authorizes a
local agency to establish and fund a pension plan covering its employees on a compulsory
basis; and
WHEREAS, certain part-time and temporary City and Fire District employees not
covered by a bargaining unit of the City of Rancho Cucamonga or the Rancho Cucamonga Fire
Protection District and are not currently covered under any other retirement program through the
City or the Fire District or the State of California in lieu of coverage under Social Security, as
permitted by OBRA'90; and
WHEREAS, the City Council desires to adopt a compulsory retirement plan,
qualified under section 457 of the Internal Revenue Code of 1986 (the Code), for the part-time
and temporary city and fire district employees not covered by a bargaining unit of the City of
Rancho Cucamonga or the Rancho Cucamonga Fire Protection District in lieu of coverage
under Social Security, as permitted by OBRA'90; and
WHEREAS, Code section 4'14 (h)(2) permits the City to pick up the employee
portion of contributions to a section 457 Plan and to treat them as employer contributions; and
WHEREAS, such "picked up" contributions are not taxable to the employee until
distributed; and
WHEREAS, the Council has reviewed the Accumulation Program for Part-time
and Limited-service Employees (the APPLE Plan) provided by Keenan and Associates;
NOW, THEREFORE, BE IT RESOLVED the City Council does hereby
adopt the City of Rancho Cucamonga APPLE Plan to provide retirement benefits to
part-time and temporary employees of the City and Fire District in lieu of coverage
under Social Security, to be effective as soon as practical after January 31, 2011;
P154
BE IT FURTHER RESOLVED, that the Council hereby designates the City as
the Plan Administrator;
BE IT FURTHER RESOLVED, that the Council hereby designates the City as
the Trustee of the Plan;
BE IT FURTHER RESOLVED, that the Council hereby authorizes MidAmerica
Administrative Solutions (MidAmerica), to execute, on behalf of the City, the APPLE Plan and
any other documents necessary to carry out the provisions of the APPLE Plan;
BE IT FURTHER RESOLVED, that the Council hereby authorizes MidAmerica to
enter into contracts with Keenan and Associates to provide ongoing administrative consulting
services in connection with the operation of the APPLE Plan; to arrange the funding of the Plan
through a funding company; to communicate the Plan to eligible employees of the City and Fire
District; and to perform related services in connection with the APPLE Plan;
BE IT FURTHER RESOLVED, that the Council has determined that it is
appropriate for the City to pick up the employee portion of contributions to the APPLE Plan in
order to afford participants the tax benefit provided by section 414 (h);
BE IT FURTHER RESOLVED,
That each participant of the Plan shall make contributions to the Plan on a pre-tax basis.
Such participant contributions shall be treated as employer pick up contributions, as
permitted under IRS Section 414 (h), and allocated to that participant's account.
II. That employees shall not have the option of choosing to receive the contributed amounts
directly instead of having them paid by the City to the APPLE Plan.
III. That the City shall pay to the APPLE Plan the contributions designated as employee
contributions from the same source of funds used to pay employees' salary.
IV. That the amount of the contributions designated as employee contributions and paid by
the City to the APPLE Plan on behalf of an employee shall be the entire contributions
required of the employee under the Plan.
BE IT FURTHER RESOLVED, that the appropriate City officials, as designated
by the City Manager, are hereby authorized, empowered and directed, in the name and on
behalf of the City, to execute such documents and instruments and to take all such other and
further actions as the official or officials so acting may deem necessary or appropriate to carry
out the purpose and intent of the foregoing resolutions.
P155
PASSED, APPROVED, AND ADOPTED this day of December, 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael, Mayor
ATTEST:
Janice C. Reynolds, City Clerk
I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga,
California, do hereby certify that the foregoing Resolution was duly passed, approved and
adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting
of said City Council held on the 7"' day of December, 2011.
Executed this_day of December, 2011, at Rancho Cucamonga, Califomia.
Janice C. Reynolds, City Clerk
STAFF REPORT
ADMINISTR.~ITIVE SERVICES DEPdRTbIENT
Date: December 7, 2011
RANGHO
C,UCAMONGA
To: Mayor and Members of City Council
John R. Gillison, City Manager ' Q/~,y~,p~
From: Linda Daniels, Assistant City Manager "-
By: Ingrid Y. Bruce, GIS/Special Districts Manager
Subject: AUTHORIZATION TO EXECUTE AN AGREEMENT REGARDING LEVY OF SPECIAL
TAXES WITHIN IMPROVEMENT AREA NO. 3 OF COMMUNITY FACILITIES
DISTRICT NO. 2001-01 OF THE CITY OF RANCHO CUCAMONGA, AMONG THE
RESTORATIVE JUSTICE CENTER OF THE INLAND EMPIRE, FOOTHILL
CROSSING, LLC AND THE CITY OF RANCHO CUCAMONGA.
RECOMMENDATION
It is recommended that the City Council approve the attached "Agreement Regarding the Levy of
Special Taxes within Improvement Area No. 3 of Community Facilities District No. 2001-01 of the
City of Rancho Cucamonga" (the "Agreement") among The Restorative Justice Center of the Inland
Empire ("Restorative Justice'), Foothill Crossing, LLC and the City of Rancho Cucamonga ("City").
In 2001 the City formed Community Facilities District No. 2001-01 ("CFD No. 2001-01") and
designated Improvement Area No. 3 ("IA No. 3") therein for the purpose of financing certain public
facilities. The City, acting on behalf of CFD 2001-01, subsequently issued the CFD No. 2001-01 IA
No. 3 Special Tax Bonds, Series B (the "IA No. 3 Bonds") to finance a portion of such public
facilities. The IA No. 3 Bonds are secured by and payable from certain special taxes authorized to
be levied within IA No. 3 (the "Special Taxes") pursuant to the rate and method of apportionment of
such Special Taxes (the "Rate and Method") approved by the qualified electors of IA No. 3 at the
time CFD No. 2001-01 was formed.
The property owners of all the land located within IA No. 3 are depicted on the vicinity map attached
as Exhibit "A" hereto. Specifically each of the property owners owns the following parcels:
1. City
Assessor Parcel No. 0229-021-81 ("City Parcel 1") and
Assessor Parcel No. 0229-021-80 ("City Parcel 2")
2. The Restorative Justice Center Of The Inland Empire
Assessor Parcel No. 0229-021-67
3. Foothill Crossing, LLC
Assessor Parcel Nos. 0229-021-68 to 79 inclusive.
P166
i
P157
AUTHORIZATION TO EXECUTE AN AGREEMENT REGARDING LEVY OF SPECIAL PAGI?. 2
TAXES WITHIN IMPROVEMENT AREA N0.3 OF COMMUNITY FACILITIES DISTRICT
N0.2001-O1 OF THE CITY OF RANCHO CUCAMONGA, AMONG THE RESTORATIVE
JUSTICE CENTER OF THE INLAND EMPIRE, FOOTHILL CROSSING,
Di."sCP.NH@:R 7, 2011
The Restorative Justice parcel and City Parcel 1 (collectively, the "SCE Corridor Parcels") are
subject to restrictive easements in favor of Southern California Edison. Restorative Justice and the
City believe such easements make impractical the utilization of each party's respective parcel for
other than the purpose set forth in such easements and Restorative Justice and City further believe
that each such parcel should be classified as a "Tax-Exempt Parcel" pursuant to the Rate and
Method.
As a result of favorable interest rate conditions in the municipal bond market, the City acting on
behalf of CFD 2001-01 and several other community facilities districts formed by the City, is
undertaking proceedings to issue bonds to refund the bonds issued for each community facilities
district including the IA No. 3 Bonds. The issuance of such refunding bonds for IA No. 3 (the "IA No.
3 Refunding Bonds") could result in substantial savings on the payment of debt service on the
refunding bonds in comparison to the debt service on the IA No. 3 Bonds. Such debt service
savings would result in corresponding savings in the Special Taxes revenues necessary to pay
such debt service on the IA No. 3 Refunding Bonds.
Because of the limitations on the development of the SCE Corridor Parcels, the City has been
advised by its financial advisor and underwriter that if the SCE Corridor Parcels are considered as
Taxable Property such classification will have a significant adverse impact on the creditworthiness
of any proposed IA No. 3 Refunding Bonds and such IA No. 3 Refunding Bonds would either be
unmarketable or would require such high interest rates in order to be marketable that the issuance
of such IA No. 3 Refunding Bonds would be economically infeasible.
In order to enhance the feasibility of issuing the IA No. 3 Refunding Bonds and the savings that may
be realized, the City, Restorative'Justice and Foothill Crossing desire to enter into the attached
Agreement to memorialize their consent and agreement to the classification of the SCE Corridor
Parcels as Tax Exempt Parcels.
By entering into the Agreement, each of the parties agrees and consents to the classification of the
SCE Corridor Parcels as Tax-Exempt Parcels pursuant to the Rate and Method. The Special
Taxes will, from and after the Agreement becomes effective, continue to be levied pursuant to the
Rate and Method against City Parcel 2 and the Foothill Crossing Parcels. This Agreement shall
become effective only upon the issuance of the IA No. 3 Refunding Bonds.
Attachment:
Agreement
Exhibit "A"
P158
AGREEMENT REGARDING LEVY OF SPECIAL
TAXES WITHIN IMPROVEMENT AREA NO. 3 OF
COMMUNITY FACILITIES DISTRICT NO. 2001-O1
OF THE CITY OF RANCHO CUCAMONGA
This Agreement ("Agreement") is entered into on this 7th day of December 2011,
by and between the City of Rancho Cucamonga (the "City"), acting for and on behalf of
Community Facilities District No.'2001-O1 ("CFD No. 2001-O1"), a community facilities
district formed and existing pu'r'suant to the Mello-Roos Community Facilities Act of
1982 (Government Code Section 533 ] 1 and following), The Restorative Justice Center of
the Inland Empire ("Restorative Justice"), a California not for profit corporation, and
Foothill Crossing, LLC ("Foothill Crossing"), a California limited liability company
(each a "Party" and collectively, the "Parties").
RECITALS
A. In 2001 the City undertook proceedings to form and did form CFD No.
2001-01 and designate Improvement Area No. 3 therein for the purpose of financing
certain public facilities. The City, acting on behalf of CFD No. 2001-O1, subsequently
issued the Community Facilities District No. 2001-O1 Improvement Area No. 3 Special
Tax Bonds, Series 2001-B (the "Improvement Area No. 3 Bonds") to finance such public
facilities. The Improvement Area No. 3 Bonds are secured by and payable from certain
special taxes authorized to be levied within Improvement Area No. 3 (the "Special
Taxes").
B. The Parties are the owners of all of the land located within Improvement
Area No. 3 as depicted on the vicinity map attached as Exhibit A hereto and incorporated
herein by this reference. Specifically, each of the Parties owns the following parcels
within Improvement Area No. 3:
1. City owns the following identified pazcels within Improvement
Area No. 3:
a. That parcel identified as Assessor's Parcel No. 229-021-81
("City Parcel 1"); and
b. That parcel identified as Assessor's Parcel No. 229-021-80
("City Parcel 2");
2. Restorative Justice owns the parcel identified as Assessor's Parcel
No. 229-021-67 (the "Restorative Justice Parcel"); and
3. Foothill Crossing owns all of the other parcels shown on Exhibit A
(collectively, the "Foothill Crossing Parcels").
Page 1 of 6
60285.00017\7039812.2
P759
C. CFD No. 2001-01 is authorized to levy the Special Taxes within
Improvement Area No. 3 pursuant to a rate and method of apportionment of such Special
Taxes (the "Rate and Method") as set forth in the Notice of Special Tax Lien recorded on
June 28, 2001 in the Official Records of the County of San Bernardino as Document No.
20010252901 (the "Notice of Special Tax Lien").
D. The Rate and Method provides that each Fiscal Year all "Taxable
Property" shall be subject to the levy of the Special Taxes in accordance with the Rate
and Method. The Rate and Method also defines "Tax-Exempt Pazcel" so as to include
"any Parcel -which constitutes public right-of--way or which is encumbered by an
unmanned utility easement, making impractical its utilization for other than the purpose
set forth in the easement."
E. The Restorative Justice Parcel and City Parcel 1 (collectively, the "SCE
Comdor Parcels") are subject to restrictive easements in favor of Southern California
Edison. Restorative Justice and City believe such easements make impractical the
utilization of each Party's respective pazcel for other than the purpose set forth in the
easement and Restorative Justice and City further believe that each such parcel should be
classified as a "Tax-Exempt Pazcel" pursuant to the Rate and Method.
F. As a result of favorable interest rate conditions in the municipal bond
market, City, acting on behalf of CFD No. 2001-01 and several other community
facilities districts formed by the City, is undertaking proceedings to issue bonds to refund
the bonds issued for each such community facilities district, including the hnprovement
Area No. 3 Bonds. The issuance of such refunding bonds for Improvement Area No. 3
(the "Improvement Area No. 3 Refunding Bonds") could result in substantial savings on
the payment of debt service on the refunding bonds in comparison to the debt service on
the Improvement Area No. 3 Bonds. Such debt service savings would result in
corresponding savings in the Special Taxes revenues necessary to pay such debt service
on the Improvement Area No. 3 Refunding Bonds.
G. As a result of the limitations on the development of the SCE Corridor
Parcels, the City has been advised by its financial advisor and underwriter that if the SCE
Corridor Parcels are considered as Taxable Property such classification will have a
significant adverse impact on the creditworthiness of any proposed Improvement Area
No. 3 Refunding Bonds and such Improvement Area No. 3 Refunding Bonds would
either be unmazketable or would require such high interest rates in order to be mazketable
that the issuance of such Improvement Area No. 3 Refunding Bonds would be
economically infeasible.
H. In order to facilitate the classification of the SCE Comdor Parcels as Tax-
Exempt Parcels and to thereby enhance the feasibility of issuing the Improvement Area
No. 3 Refunding Bonds and savings that may be realized by the issuance thereof, the
Parties hereto desire to enter into this Agreement to memorialize their consent and
agreement to the classification of the SCE Corridor Parcels as Tax-Exempt Pazcels.
Page 2 of 6
60285.000177039812.2
P160
TERMS
NOW, THEREFORE, for and in consideration of the mutual covenants set forth
below, and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, City, Foothill Crossing and Restorative Justice hereby agree as follows:
1. Classification of SCE Corridor Parcels as Tax-Exempt Parcels.
Each of the Parties agrees and consents to the classification of each of the SCE
Corridor Pazcels as Tax-Exempt Pazcels pursuant to the Rate and Method.
2. Levy of Special Taxes.
Except as provided in paragraph 1, above, the Special Taxes will from and after
the effective date of this Agreement be levied pursuant to the Rate and Method against
City Parcel 2 and the Foothill Crossing Parcels.
3. Waiver of Rights and Release of Claims.
From and after the effective date of this Agreement, except with respect to the
obligations created by, acknowledged or arising out of this Agreement, Restorative
Justice hereby fully and forever release and discharge each other Party and their
managers, officers, directors, shareholders, members, employees, independent contractors
while acting on behalf of such Parties, representatives, attorneys, parent companies,
subsidiaries, divisions, assigns, predecessors and successors from any claims, demands,
causes of action, judgments, obligations, costs, expenses, disbursements, attorneys' fees,
damages, chazges, including losses and liabilities of whatever kind or nature, including
any and all claims or amounts arising by statute, common law, contract, indemnity,
contribution, tort, equity, court orders or otherwise, whether liquidated or unliquidated,
absolute or contingent, whether known or unknown, that have been made or could have
been made at anytime to and including the date of this Agreement, arising out of or
related to the adequacy of and/or failure to give notice of the existence of the obligation
to pay Special Taxes on the Restorative Justice Parcel pursuant to the Rate and Method.
From and after the effective date of this Agreement, except with respect to the
obligations created by, acknowledged or arising out of this Agreement, each of the
Parties hereby fully and forever releases and discharges each other Party and their
managers, officers, directors, shareholders, members, employees, independent contractors
while acting on behalf of such Parties, representatives, attorneys, parent companies,
subsidiaries, divisions, assigns, predecessors and successors from any claims, demands,
causes of action, judgments, obligations, costs, expenses, disbursements, attorneys' fees,
damages, charges, including losses and liabilities of whatever kind or nature, including
any and all claims or amounts arising by statute, common law, contract, indemnity,
contribution, tort, equity, court orders or otherwise, whether liquidated or unliquidated,
Page 3 of 6
60285.0001 T70398I2.2
P161
absolute or contingent, whether known or unknown, that have been made or could have
been made at anytime to and including the date of this Agreement, arising out of or
related to the classification of the SCE Corridor Parcels as Tax-Exempt Parcels.
Subject to the provisions of Paragraph 1 hereinabove, nothing contained in this
Agreement shall constitute the waiver, release or dischazge by Foothill Crossing of any
right that it may have under the law to protest or otherwise challenge the levy of the
Special Taxes against the Foothill Crossing Pazcels or anyone of them from and after the
effective date of this Agreement.
4. Civil Code Section 1542 Waiver.
All rights under Section 1542 of the California Civil Code are expressly waived
by the Parties, who have read Section 1542 and understand that it provides as follows:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release which if known by him must have materially affected his
settlement with the debtor.
With respect to the claims expressly released in this Agreement, the releases
extend to all such claims of any nature and kind whether known or unknown.
Accordingly, the Parties, for and on behalf of themselves and their respective managers,
officers, directors, shazeholders, employees, independent contractors while acting on
behalf of the Parties, representatives, attorneys, parent companies, subsidiaries, divisions,
assigns, predecessors and successors, hereby waive any rights they may have under the
provisions of California Civil Code § 1542, and the provisions of any comparable law of
any applicable jurisdiction except as provided in this Agreement.
In connection with this waiver, the Parties acknowledge that they are awaze that
facts may hereafter be discovered in addition to or different from those now known or
believed to be true with respect to this release, but that it is the intention of each Party to
hereby fully, finally and forever release and discharge each other, and thus this release
shall remain in effect as a full and complete release notwithstanding the later discovery or
existence of any such additional or different facts.
5. Effective Date of Agreement.
This Agreement shall become effective only upon (a) the execution of this
Agreement by each of the Parties and (b) the issuance of the Improvement Area No. 3
Refunding Bonds.
Page 4 of 6
60285.000 1 770 3 98 1 2.2
P162
6. Additional Terms of Agreement.
a. Except as specifically modified herein, all terms, conditions, rights
and obligations contained in the Rate and Method remain in full force and effect.
b. Each of the Parties acknowledge that it has been given the
opportunity to consult with independent legal counsel, that it has carefully read
and fully understands all of the provisions of this Agreement and that it is
voluntarily entering into this Agreement.
c. This Agreement is the result of compromise and shall never at any
time for any purpose be considered an admission of liability or responsibility on
the part of any Party hereto, and all Parties continue to deny such liability and to
disclaim such responsibi]ity.
d. This Agreement is made in, and shall be governed, construed and
enforced under, the laws of the State of California.
e. This Agreement constitutes the complete agreement of the Parties
hereto with respect to the subject matters referenced to herein and supersedes all
prior or contemporaneous negotiations, agreements or representations with
respect thereto, all of which have become merged and fully integrated into this
Settlement Agreement
f. This Agreement may not be modified, amended, supplemented or
terminated, and no provision of this Agreement shall be waived, except by a
writing executed by all parties to this Agreement.
g. The signatories to this Agreement represent that they have read and
fully understand the Agreement, and they are authorized to execute the
Agreement on behalf of their respective Party.
h. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute together one and the
same instrument. Any party may deliver its signature to this Agreement by
facsimile or by e-mail. Any party that receives an executed signature page from
another party by facsimile or e-mail may rely upon said signature as though it was
a signed original.
[Remainder of this page left blank. Next page is the signature page.]
Page 5 of 6
60285.000177039812.2
P163
Each Party hereto have executed this Agreement on the date set forth below
CITY OF RANCHO CUCAMONGA, THE RESTORATIVE JUSTICE
acting for and on behalf of the City of CENTER OF THE INLAND EMPIRE,
Rancho Cucamonga Community a California not for profit corporation
Facilities District No. 2001-O1
By:
FOOTHILL CROSSING, LLC, a
California limited liability company
By:
Page 6 of 6
60285.000177039812.2
P764
Each Party hereto have executed this Agreement on the date set forth below.
CITY OF RANCHO CUCAMONGA,
aging for and on behalf of the City of
Rancho Cucamonga Community
Facilities District No. 2001-O1
By:.
Date:
THE RESTORATIVE JUSTICE
CENTER OF THE INLAND EMPIRE,
a California not for profit corporation
Daze: //'o? 3' //
FOOTHILL CROSSING, LLC, a
California limited liability tympany
Date:
Page b of b
6ozes.ooorn~mvst2.t
EXHIBIT "A"
VICINITY MAP FooTHi~~6~
craw<;~vo,;;; :::229-021=69 . ::::::::::::::
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0.7 acres
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STAFF REPORT -
ENGINEERING SERVICES DEPARTMENT
RANCHO
Date: December 7, 2011 C,,UCAMONGA
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: Mark A. Steuer, Director of Engineering Services/City Engineer
By: Carlo Cambare, Engineering Technician
Subject: APPROVAL OF IMPROVEMENT AGREEMENT EXTENSION FOR DRC2007-00247,
LOCATED ON THE SOUTHWEST CORNER OF ARROW ROUTE AND UTICA AVENUE,
SUBMITTED BY TRANSAM DEVELOPMENT CO.
P766
It is recommended that City Council adopt the attached resolution accepting the subject agreement
extension and security and authorizing the Mayor and City Clerk to sign said agreement.
BACKGROUND/ANALYSIS
Improvement Agreement and Improvement Security to guarantee the construction of the public
improvements for DRC2007-00247 were approved by the City Council on December 15, 2010, in the
following amounts:
Faithful Performance Irrevocable Letter of Credit: $22,000.00
Labor and Material Irrevocable Letter of Credit: $22,000.00
A last minute roof structure modification caused some project delays. The developer, Transam
Development Co., is requesting approval of a 12-month extension on said improvement agreement.
Copies of the Improvement Agreement Extension are available in the City Clerk's office.
Respectfully submitted,
_,....--
rk uer
Director of Engineering Services/City Engineer
MAS:CAC/alrw
Attachment(s)
P167
RESOLUTION NO. //-/77
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, APPROVING
IMPROVEMENT AGREEMENT EXTENSION AND
IMPROVEMENT SECURITY FOR DRC2007-00247
WHEREAS, the City Council of the City of Rancho Cucamonga, California, has
for its consideration an Improvement Agreement Extension executed on December 7, 2011, by
Transam Development Co., as developer, for the improvement of public right-of-way adjacent to
the real property specifically described therein, and generally located on the Southwest corner
of Arrow Route and Utica Avenue; and
WHEREAS, the installation of such improvements, described in said
Improvement Agreement and subject to the terms thereof, is to be done in conjunction with the
development of said DRC2007-00247; and
WHEREAS, said Improvement Agreement Extension is secured and
accompanied by good and sufficient Improvement Security, which is identified in said
Improvement Agreement Extension.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, HEREBY RESOLVES, that said Improvement Agreement Extension and said
Improvement Security be and the same are hereby approved and the Mayor is hereby
authorized to sign said Improvement Agreement Extension on behalf of the City of Rancho
Cucamonga, and the City Clerk to attest thereto.
EXHIBIT A
VICINITY MAP
~~~~
~~T
ARROW RT
DRC2007-00247
W PULLMAN CT
City of Rancho Cucamonga
Engineering Services Division
DRC2007-00247
~D
VICINITY MAP
(Not to Scale)
P168
P169
ACKNOWLEDGMENT
State of California n~ r~+
County of ~ ~S A/ yr~ii~L ~J )
On ~2-//0l/--20lI before me,~~9~i~.ioT- A~/LU~/~~I~I
(insert name and title of the officer)
personally appeared ~7 s ~N ~r'~NGJ C H E
who proved to me on the basis of satisfactory evidence to be the person(s)-whose name(s~ is/are-
subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in
his/JaeFft#ieir authorized capacity(aesj; and that by hislMeNtheir signaturefs~ on the instrument the
person(sj; or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. 7 ... ~~ aK1
os~iwc*u:scaurnY
.r1.n . , . ~ Ay COim~ Ems. ANY 1Q'CI- tI'
Signature /~~~~/~1~~/t~~~~_y (Seal)
P170
CITY OF RANCHO CUCAMONGA
- IMPROVEMENT AGREEMENT EXTENSION
FOR DRC2007-00247
THIS AGREEMENT is made and entered into, in conformance with the provisions of the
Subdivision Map Act of the City of Rancho Cucamonga, California, a municipal corporation, by
and between said City, hereinafter referred to as the City and Transam Development Company.,
referred to as Developer.
WITNESSETH:
THAT WHEREAS, said Developer entered into an Improvement Agreement with the-City
as a requisite to issuance of building permits, and
WHEREAS, said Developer desires an extension of time to complete the terms of said
Improvement Agreement.
NOW THEREFORE it is hereby agreed by the City and by said Developer as fdllows:
1. The completion date of the terms of the said improvement is hereby extended by a period
of 12 months from the original date of City Council approval of said Agreement.
2. All other terms and conditions of said Improvement Agreement shall remain the same.
As evidence of understanding the provisions contained herein, and of intent to comply with
same, the Developer has affixed his signature hereto:
t~++t+y:,r,t,F+~~,t,t•,te:+zvet:rxwrrrxxv~,r~+~x~rx«tx~~«+xar~+~w<,trt~ix+t+: x~n.r:~xv:~ax,et:~xawrwa~rraf: wx~te+rvr+~ts,t,+,t~n-k~a+rrw,+~~
CITY OF RANCHO CUCAMONGA,
CALIFORNIA
a Municipal Corporation
ay:
L. Dennis Michael, Mayor
Attest:
Janice C. Reynolds, City Clerk
DEVELOPER
Transam Development Co.,
((~~
r
Hsin-Fong Chen General Partner
R59Q Aavan Avanna Rni to 7(1L
Rancho Cucamonga. CA 91730
Developer's Address
DEVELOPER'S SIGNATURE MUST BE NOTARIZED
AND COMPLETED IN TRIPLICATE
~r
] ~.. rw~eruo~T nw~uuv~Lw~
.r COMM.1k1888987
My Cann. 6~p. MAY 10. ~~
P171
BAI1K,°Y,:W`EST
DATE:OCTOBER 17, 2011
AMENDMENT TO STANDBY LETTER OF CREDIT
TO:
CITY OF RANCHO CUCAMONGA
10500 CIVIC CENTER DRIVE
P.O. BOX 807
RANCHO CUCAMONGA, CA 91730
BANK OF THE WEST
GLOBAL TRADE SERVICES
1977 SATURN STREET, SC-MPK-02-G
MONTEREY PARK, CA 91755
SWIFT:BWSTUS66LAX
IN ALL CORRESPONDENCE PLEASE QUOTE OUR CREDIT REFERENCE NUMBER.
STANDBY LIC NO .: MB60513988
AMENDMENT REF. NO.: AMD001
ISSUED DATE: 10/26/2010
BENEFICIARY:
CITY OF RANCHO CUCAMONGA
1050D CIVIC CENTER DRIVE
P.O. BOX 807
RANCHO CUCAMONGA, CA 91730
APPLICANT:
TRANSAM DEVELOPMENT COMPANY,
A LIMITED CALIFORNIA PARTNERSHIP
8599 HAVEN AVENUE, SUITE 204
RANCHO CUCAMONGA, CA 91730
THE ABOVE STANDBY LETTER OF CREDIT HAS BEEN AMENDED AS FOLLOWS:
NEW EXPIRY DATE:OCTOBER 01, 2012
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. THIS IS THE OPERATIVE INSTRUMENT WHICH FORMS
AN INTEGRAL PART OF STANDBY LETTER OF CREDIT NO. MB60513988 AND IS TO BE ATTACHED THERETO.
AUTI-~ORIZED SIGNATURE ~'--~~-~~ AUTHOR~IZE~D SIGNATURE
GLOBAL TRADE SERVICES GLOBAL TRADE SERVICES
TEAM NO 02 TEAM NO 02
M060513988 Page 1 of 1 SIAMDMMI-1
STAFF REPORT
ENGINEERING DEPdRTMENT
Date: December 7, 2011
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: Mark A. Steuer, Director of Engineering Services/City Engineer
By: Joseph Stofa, Associate Engineer
P172
RANCHO
C,UCAMONGA
Subject: APPROVAL OF RELEASE OF REAL PROPERTY IMPROVEMENT CONTRACT AND
LIEN AGREEMENT FOR 10700 JERSEY BOULEVARD LOCATED ON THE NORTH
SIDE OF JERSEY BOULEVARD EAST OF HAVEN AVENUE (APN 0209-491-23).
It is recommended that the City Council adopt the attached resolution releasing the real property
improvement contract and lien agreement for 10700 Jersey Boulevard and authorize the Mayor and
City Clerk to sign the Resolution approving same and cause same Resolution to record.
BACKGROUND/ANALYSIS:
A real property improvement contract and lien agreement for 10700 Jersey Boulevard was
approved by City Council on July 22, 1987, and recorded as document 87-295950. The agreement
was for future undergrounding of overhead utilities along the opposite side of Jersey Boulevard.
The underground in-lieu of construction fee has been received in full and thus eliminating the need
for the real property improvement contract and lien agreement.
Respecttull submitted,
...~-
Mark A. $~er
Director of Engineering Services/City Engineer
Attachment(s)
P773
RESOLUTION NO. //-/7g
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, RELEASING OF REAL
PROPERTY IMPROVEMENT CONTRACT AND LIEN
AGREEMENT FOR 10700 JERSEY BOULEVARD LOCATED
ON THE NORTH SIDE OF JERSEY BOULEVARD EAST OF
HAVEN AVENUE (APN 0209-491-23)
WHEREAS, the City Council of the City of Rancho Cucamonga, adopted
Resolution No. 87-397 accepting a real property improvement contract and lien agreement for
10700 Jersey Boulevard; and
WHEREAS, said agreement was recorded in the San Bernardino County's
Recorder's Office as document number 87-295950; and
WHEREAS, the improvements required under the lien agreement have been met
with the payment of in-lieu of construction fee and said real property improvement contract and
lien agreement is no longer required.
NOW, THEREFORE, be it resolved that the City Council of the City of Rancho
Cucamonga does hereby release said real property improvement contract and lien agreement
from 10700 Jersey Boulevard, and the Mayor is authorized to sign this resolution and the City
Clerk is hereby authorized and directed to cause Release of Lien to be recorded in the office of
the County Recorder of the County of San Bernardino, State of California
10700 Jersey Blvd, Rancho Cucamonga, CA 91730 -Google Maps
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______._.__cv__a__v._ __. me ________-:
CITi OF kArgCi1;7 WCAflONGA
CITE HALL
FINANCE DEFAkTMEN(
16['90 CIVIC CEBTL'H. U`:IVE
RAiiC4~ CUCAhtOtaGA CA 41738
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LIEN NO 2~7-v44:,6
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l' 601660 45I;? Cli
umle~ornund !'iilities Fee 111,150.36
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Ti~TAL VAID 215,i~3.69
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REC0RDIN6 REQIESTED BY:
and
IRIEN RECORDED MIIL T0:
clrr cI.ERK
i :Yi i_. _. Pif ~a__...
D
CITY OF PARCNO CUCAM0N6A
P. 0. Rox BO7
RAnCHO CUfAFUNu.4, CALIFORNIA 91730
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RECORDED IM
OFFICIAL RECOF?C';
'3aT a(~ ze tii n: 3e
SAN 6ERNAItDINO
CO.. CALIF. ,
87••?359:iU
REAL PROPERTY IMPROVEMENT CONTRACT AND LIEN AGREEMENT
TNIS AGREEMENT, made and entered Into this 22nd day
of July 19J by and between Jersey Business
Park,l.tc{hereinafter referred to as "DevelaDer"), and the CITY OF RANCHO
CUCAMONCA, CP,LIFORN IA, a municipal corporation (hereinafter referred to as
"City"), provi tles as follows:
NHERERS, as a condt tion of the aDProval of BR B6-39, the City
requires that a contribution be paid to the City in lieu of undergrounding the
existing overhead utii lSt es (tel ecomnuntcatl on and electrical, except for the
66KV electrical) on the opposite side of Jersey Boulevard.
NHEREAS, the Developer desires to postpone said payment until a later
date, as determined by the City; and
NHEREAS, the L1ty is agreeable to such postponement pravl ded that the
Developer enters into this Agreement requt ring the Developer to make said
payment after demand to do so by the City, which said Agreement shall also
1
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CITY~CCIERK
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provide that the Lity shall have a Iten upon the real property hereinafter
described as security for the Developer's performance. '
NOH, THEREFUiE, THE PARTIES AGREE:
;'
~ 1. The Developer hereby agrees that he x171 nmke said payment to an
1 aoount not-tu-exceed one-half (1/2) the aRual per foot cost of the util tty
undergrounding times the length"of his property frontage on Jersey Boulevard
I fran the west property line of Parcel 12 of Parcel Map 4594 to the east
property line of Parcel 14 of Parcel Map 4594 (636[ feet).
~ 2. Said payment shall be made no later than six (6) months foil owl ng
(
r written notice to the Developer from the City to conmen ce payment of same.
~, The undergrounding of said uttiitl es shall be at no expense to the Ctty.
I~
i
I 3. To secure the perfannance by the Developer of the terms and
condi [loos of this Agreement the Developer does by these presents grant,
f baryatn, sell and convey to the City, in trust, the following described real
property situated to the City of Rancho Cucanonga, County of San Bernardino,
State of California, to-wit: Parcel 12, 13, and 14 of Parcel Map 4594 filed
in Book 47, pages 2 and 3 of Parcel Maps to the Recorder's Office of San
Bernardino County, State of California.
i
i
4. This conveyance is 1n trust far the purposes described above.
5. Now, therefore, ff the Developer shall faithfully perform all of
" the act; and things to be done under this Agreement, then this conveyance
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shall 6e void, otherwise, it shall remain in full force and effect and 1n all
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respects shall be considered and tre eted as a mortgage on the real property
and the ri ghLS and obi lgatt orn of the parties with respect thereto shall be
i
i ~ governed by the provisions of the Civil Code of the State of Cal ifornt a, and
.i any other applicable statute, pertaining to mortgages an real property.
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6.. This Agreement shall be 61nd1ng upon and shall inure to the
t
benefit of the heirs, ezeeutors, adni ni stretors, successors and assigns of
i
each mf the parties hereto. '.
~~ 7. To the extent required to give effect of this Agreement as a
mortgage, the term "Developer" shall be "mortgagor" and the City shall be the
"mertgayee" as those terms aze used 1n the the Civil Cade of the State of
' Cal ifarnla and any other statute Pert aiming to mortgages on real property. ~
i
B. If legal action is carmen cad to enforce any of the provisions of I
this Agreement, to recover any sup which Lhe Clty is entitled to recover from
i
the Developer hereunder or to foreclose the mortgage created herehy, then the I
I
prevailing party shall be entitled to recover its costs and such reasonable
attorneys fees as shall be awarded 6y the Court. ~
3
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87-295950
IN YI iNESS MHEREBF, the Parties hereto have executed th15 Agreement
• on the day and year first above Nrltten.
!~. CITY BEYFLCPEA
1.
CITY a PAN CHO CUCAMUi SA, JERSEY BUSINESS PARR, LTD.
~, CALIFBRNI a munltlpal a California limited corporation
F. corpora on
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n 5 ou ~ pl0 ~ James E. B, rq n, Ge era Partner
Y Mayor O ~
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'. ATTEST: /~ RPPA ED AS To FORM:
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' COON7Y OP 8AN BBRNARDINO ) at.
CITY OP RANCHO CUCANO~NC~A )
Oo [his -SR-^' day o[ 19 g7 hefoce _
me, D¢BRA AA~~MMg~~~Deputy Cicy ark ppf the Ci ~ t Reaebo Cgcpmoof~(~~ yereoaully
appeased ,~~171i5 ~• ~Oc.(i' _ emd ~~F-I: ~!C/~F~h°„(y~
proved to me om the baeie aE eatiefaceory evidence co a eha pereooe rho
executed Chie ioaerumeac ee Nayor and City Clerk, reopeceively, of the City of
~ Reocho Cucamonga, a municipal corporation e:iatiog cad organiced under Cke lave
of the State of California, and eckmwledged to me thae the Cf ty of Reecho
fiy,;1l Cucamonga executed it. /~ //~) I
f~ .KAA~eAn J
~ De xa Adame
Deputy City Clerk
Cicy of Reacbo Cucamonga
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corporatlGn, end known to me to be the persons who executed the within
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P182
STAFF REPORT ,
ENGINEERING SERVICES DEPARTMENT
Date: December 7, 2011 RANCHO
C,UCAMONGA
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: Mark A. Steuer, Director of Engineering Services/City Engineer
By: Jerry Dyer, Senior Civil Engineer
Shelley Hayes, Assistant Engine r
Subject: RELEASE OF BOND NO. 0528959A, MAINTENANCE GUARANTEE BOND IN
THE AMOUNT OF $40,114.41, FOR THE CALLE VEJAR STREET
IMPROVEMENTS FROM APPROXIMATELY 150 FEET WEST'OF AVENIDA LEON
TO AVENIDA CASTRO AND AVENIDA LEON STREET IMPROVEMENTS FROM
ARROW ROUTE TO CALLE VEJAR PROJECT, CONTRACT NO. 10-026
RECOMMENDATION
It is recommended that the Council authorize the City Clerk to release the Maintenance
Guarantee Bond No. 0528959A, in the amount of $40,114.41, for the Calle Vejar Street
Improvements from approximately 150 feet west of Avenida Leon to Avenida Castro and
Avenida Leon Street Improvements from Arrow Route to Calle Vejar Project, Contract
No. 10-026.
BACKGROUND/ANALYSIS
The required one-year maintenance period has ended and the improvements remain free from
defects in materials and workmanship.
Contractor: Hardy & Harper Inc.
1312 E. Warner Ave
Santa Ana, CA 92705
Respectfully submitted,
~-
~~~ ~~~
,mow. _=
Mark A. Steuer
Director of Engineering Services/City Engineer
MAS:JD/rlf
P183
STAFF REPORT
E~Db1INISTRATIVE SERVICES DEPdRTbfENT '~
RANGHO
Date: December 7, 2011 C,UCAMONGA
To: Chairman and Board of Directors of the Rancho Cucamonga Public Finance Authority
John R. Gillison, Executive Director ~ },,~,/
From: Linda D. Daniels, Assistant City Manager 1y0~0
By: Ingrid Y. Bruce, GIS/Special Districts Manager
Subject: CONSIDERATION TO ADOPT A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY (PFA) AUTHORIZNG THE
ISSUANCE OF SPECIAL TAX REFUNDING REVENUE BONDS AND AUTHORIZING
CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH REVENUE BONDS
RECOMMENDATION
It is recommended that the Board of Directors of the Rancho Cucamonga Public Finance Authority
(the "Authority") adopt a resolution approving the authorization of the issuance of Special Tax
Refunding Revenue Bonds (the "Authority Bonds"), approving the form of an Indenture of Trust,
Bond Purchase Agreement, Special Tax Refunding Bonds Purchase Contract, Preliminary Official
Statement, Continuing Disclosure Certificate, and other documents and authorizing certain actions
in connection with the issuance of such revenue bonds.
BACKGROUND
For the reasons stated below, the City Council, acting for and on behalf of itself and in its capacity
as the legislative body of the community facilities districts identified below, has authorized the
issuance of special tax refunding bonds (the "Refunding Bonds") for the purpose of refunding the
following outstanding special tax bonds (the "Prior Special Tax Bonds') issued by or for such
community facilities districts:
• Community Facilities District No. 2000-01 (South Etiwanda) Special Tax Bonds, Series
2000
• Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special
Tax Bonds, Series 2000
• Community Facilities District No. 2001-01 Improvement Area No. 1 and Improvement
Area No. 2 Special Tax Bonds, Series 2001-ACommunity Facilities District No. 2001-01
Improvement Area No. 3 Special Tax Bonds, Series 2001-B
The anticipated savings projected to result from the refunding will be generated from the following
interrelated sources;
P784
1) The existence of favorable interest rate conditions in the municipal bond market.
P185
P~GB, 2
CONSIDERATION TO ADOPT A RESOLUTION OF THE RANCHO CUCAMONGA PUBLIC FINANCE
AUTHORITY (PFA) AUTHORWNG FOR THE ISSUANCE OF SPECIAL TAX REFUNDING REVENUE
BONDS AND AUTHORI7JNG CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH
REVENUE BONDS
DECEMBER 7, 2011
2) The maturity of the community facilities districts; i.e., completion of substantial
development within the districts coupled with the diversification of ownership in
certain districts, creates a better overall credit for the districts individually.
3) The savings in the costs of issuance resulting from marketing only one bond issue,
the Authority Bonds, to the municipal bond market rather than separate bond issues
for each series of the Refunding Bonds.
4) The stronger credit quality of the Authority Bonds resulting of the much broader
diversity of ownership from the combined Refunding Bonds rather than the narrower
diversity of ownership within each separate community facilities district or, in the
case of Community Facilities District No. 2001-01, within the separate improvements
areas.
Based upon pro formas run to date the refunding has the potential of collectively saving the
property owners approximately 8.78% to 14.86% annually over the remaining life of the bond
issues. The actual level of savings will depend upon conditions in the municipal bond market at the
time the Authority Bonds and the Refunding Bonds are priced.
The combining of the credit quality of each series of the Refunding Bonds will not adversely affect
the taxpayers within the community facilities districts or the improvement areas. There is no cross
collateralization of any of the Refunding Bonds therefore, Special Tax Revenues securing one
series of Special Tax Refunding Bonds cannot be used to cover any shortfall in Special Tax
Revenues securing another series of Special Tax Refunding Bonds. Similarly, amounts held in the
Reserve Fund of established for any series of Special Tax Refunding Bonds cannot be used to pay
debt service on any other series of Special Tax refunding Bonds.
For the reasons stated above, staff is recommending approval of the attached resolution and sale of
the special tax refunding bonds.
By approving the attached resolution the Board of Directors will be
Approving the issuance of the Authority Bonds;
Approving the form of the following agreements:
o Indenture of Trust to establish the terms and conditions pursuant to which the
Authority Bonds will be issued and administered;
o Bond Purchase Agreement with Stifel Nicholaus Incorporated dbt Stone &
Youngberg, a Division of Stifel Nicholaus (the "Underwriter") to establish the terms
and conditions pursuant to which the Authority Bonds will be sold to the Underwriter
o Special Tax Refunding Bond Purchase Contract to establish the terms and
conditions pursuant to which the Authority will purchase the Refunding Bonds;
P786
P~\GE 3
CONSIDERATION TO ADOPT A RESOLUTION OF THE RANCHO CUCAMONGA PUBLIC FINANCE
AUTHORITY (PFA) AUTHORIZING FOR THE ISSUANCE OF SPECIAL TAX REFUNDING REVENUE
BONDS AND AUTHORIZNG CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH
REVENUE BONDS
DECEMBER 7, 2011
• Approving the form of:
o the Preliminary Official Statement that will provide disclosure to prospective
purchasers of the Authority Bonds regarding such bonds, the Authority, the
Refunding Bonds and the Community Facilities Districts;
o the Continuing Disclosure Certificate that constitutes the agreement by the City, on
behalf of the Authority, to provide continuing disclosure to the owners of the Authority
Bonds and the municipal bond market in order to comply with the requirements of
federal securities law and regulations.
• Authorizing the Chairperson, Vice Chairperson or Executive Director of the Authority to
execute the various agreements and other documents subject to the pricing of the Authority
Bonds meeting the financial parameters included in the resolution.
Attachment:
Resolution
P187
Rancho Cucamonga Public Finance Authority
RESOLUTION NO.~PFA 11-00~
RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA PUBLIC FINANCE AUTHORITY AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF SPECIAL TAX REFUNDING
REVENUE BONDS, APPROVING THE FORM OF AN INDENTURE OF
TRUST, BOND PURCHASE AGREEMENT, SPECIAL TAX REFUNDING
BONDS PURCHASE CONTRACT, PRELIMINARY OFFICIAL STATEMENT,
CONTINUING DISCLOSURE CERTIFICATE, AND OTHER DOCUMENTS,
AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE
ISSUANCE OF SUCH REVENUE BONDS
WHEREAS, the Rancho Cucamonga Public Finance Authority (the "Authority") is a
public agency organized under the Joint Exercise of Powers Law of the State of California
and is authorized pursuant to said law and the Joint Exercise of Powers Agreement, dated
April 22, 1999 (the "Agreement"), by and between the City of Rancho Cucamonga (the
"City") and Rancho Cucamonga Redevelopment Agency (the "Agency") and the Rancho
Cucamonga Fire Protection District creating the Authority to assist in financing or
refinancing Public Capital Improvements (as such term is defined in the Agreement) for any
Local Agency (as defined in the Agreement) which includes a community facilities district
formed by the City and to acquire bonds of a Local Agency; and
WHEREAS, as a result of a combination of favorable conditions in the municipal
bond market and the level of development, diversity of ownership and increase in value of
the properties within City of Rancho Cucamonga Community Facilities District No.2000-01
(South Etiwanda) ("CFD No. 2000-01 "), City of Rancho Cucamonga Community Facilities
District No. 2000-02 (Rancho Cucamonga Corporate Park) ("CFD No. 2000-02") and
Improvement Areas Nos. 1, 2 and 3 (each, an "Improvement Area") within City of Rancho
Cucamonga Community Facilities District No. 2001-01 ("CFD No. 2001-01"and together
with CFD No. 2000-01 and CFD No. 2000-02, the "Community Facilities Districts" or
individually, each a "Community Facilities District") for which bonds of the Community
Facilities Districts (the "Prior Community Facilities District Bonds") have been issued, the
City Council of the City (the "City Council"), acting as the legislative body of the Community
Facilities Districts, desires to issue the following special tax refunding bonds (referred to
collectively as the "Refunding Bonds") for the purpose of defeasing and redeeming the
Prior Community Facilities District Bonds prior to their scheduled maturity in order to
reduce the borrowing costs on such indebtedness:
A. City of Rancho Cucamonga Community Facilities District No. 2000-01(South
Etiwanda) Special Tax Refunding Bonds, Series 2011 in a principal amount not to
exceed $1,000,000;
B. City of Rancho Cucamonga Community Facilities District No. 2000-02
(Rancho California Corporate Park) Special Tax Refunding Bonds, Series 2011 in a
principal amount not to exceed $6,000,000;
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C. City of Rancho Cucamonga Community Facilities District No. 2001-01
Improvement Area No. 1 and Improvement Area No. 2 Special Tax Refunding
Bonds, Series 2011 in a principal amount not to exceed $11,500,000; and
D. City of Rancho Cucamonga Community Facilities District No. 2001-01
Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011 in a principal
amount not to exceed .$1,000,000.
WHEREAS, the City Council, acting on behalf of the City and as the legislative body
of the Community Facilities Districts, desires and requests that the Authority issue and sell
its 2011 Special Tax Refunding Revenue Bonds (the "Revenue Bonds") in an aggregate
principal amount not to exceed $19,500,000 to provide funds to purchase the Refunding
Bonds and to pay costs of issuing the Revenue Bonds; and
WHEREAS, the Board of Directors proposes to offer the Revenue Bonds for
negotiated sale to Stone & Youngberg, a Division of Stifel Nicolaus (the "Underwriter"); and
WHEREAS, the Revenue Bonds shall be issued pursuant to the terms and
provisions of the Marks-Roos Local Bond Pooling Act of 1985 (the "Bond Law"); and
WHEREAS, at this time this Board of Directors desires to set forth the general terms
and conditions relating to the authorization, issuance, sale, delivery, and administration of
the Revenue Bonds; and
WHEREAS, the forms of the following documents have been presented to and
considered for approval by this Board of Directors:
A. Indenture of Trust by and between the Authority and Wells Fargo Bank, N.A.,
as trustee (the "Trustee"), setting forth the terms and conditions relating to
the issuance, sale, delivery, and administration of the Revenue Bonds (the
"Indenture of Trust");
B. Bond Purchase Agreement authorizing and establishing the terms and
conditions pertaining to the sale of the Revenue Bonds to the Underwriter
(the "Bond Purchase Agreement");
C. Special Tax Refunding Bonds Purchase Contract among the Authority and
each Community Facilities District authorizing the purchase of the Refunding
Bonds of each Community Facilities District by the Authority (the "Refunding
Bonds Purchase Contract");
D. Preliminary Official Statement containing information including but not limited
to the Authority, the Revenue Bonds, including the terms and conditions
thereof, the Community Facilities Districts, and the Refunding Bonds (the
"Preliminary Official Statement");
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E. Continuing Disclosure Certificate to be executed and delivery by City, by and
on behalf of itself and the Authority pursuant to which the City, on behalf of
the Authority, will be obligated to provide ongoing annual disclosure relating
to the Revenue Bonds, the Refunding Bonds and the Community Facilities
Districts (the "Continuing Disclosure Certificate"); and
WHEREAS, this Board of Directors, with the aid of Authority staff, has reviewed and
considered the documents described above and finds such documents suitable for
approval, subject to the conditions set forth in this resolution; and
WHEREAS, all conditions, things, and acts required to exist, to have happened, and
to have been performed precedent to and in the issuance of the Revenue Bonds as
contemplated by this resolution and the documents referred to herein exist, have happened
and have been performed or have been ordered to have been performed in due time, form,
and manner as required by the laws of the State of California, including the Bond Law.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED by the Board of
Directors of the Rancho Cucamonga Public Finance Authority as follows:
Recitals. The above recitals are true and correct.
2. Revenue Bonds Authorized. Pursuant to the Bond Law, this Resolution and the
Indenture of Trust, Revenue Bonds in an aggregate principal amount not to exceed
$19,400,000 are hereby authorized to be issued. The date, manner of payment, interest
rate or rates, interest payment dates, denominations, form, registration privileges, manner
of execution, place of payment, terms of redemption, and other terms, covenants, and
conditions of the Revenue Bonds shall be as provided in the Indenture of Trust as finally
executed.
3. Authorization and Conditions. The Chairperson, the Vice-Chairperson or the
Executive Director of the Authority or the Executive Director's designee (each, an
"Authorized Officer") are each hereby authorized and directed to execute and deliver the
final form of the various documents and instruments described in this Resolution, with such
additions thereto or changes therein as such Authorized Officer, acting alone, may deem
necessary and advisable; provided, however, that no additions or changes shall authorize
an aggregate principal amount of Revenue Bonds in excess of $19,500,000, a true interest
cost on the Revenue Bonds in excess of six percent (6.0%) per year and/or an
Underwriter's discount in excess of one point seven five percent (1.75%) of the par amount
of the Revenue Bonds (excluding original issue discount, if any). The approval of such
additions or changes shall be conclusively evidenced by the execution and delivery of such
documents or instruments by an Authorized Officer, following consultation with and review
by Best Best & Krieger LLP, as bond counsel.
4. Indenture of Trust. The form of Indenture of Trust by and between the Authority and
the Trustee, with respect to the Revenue Bonds as presented to this Board of Directors, is
hereby approved. The Executive Director, or, in the absence thereof, another Authorized
Officer, acting alone, is hereby authorized and directed to cause the same to be completed
and executed on behalf of the Authority, subject to the provisions of Section 3 above.
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5. Official Statement and Continuing Disclosure Certificate. The Board of Directors
hereby approves the form of the Preliminary Official Statement as presented to this Board
of Directors, together with any changes therein or additions thereto deemed advisable by
the Executive Director or, in the absence thereof, another Authorized Officer. Pursuant to
Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"), the Executive
Director or, in the absence thereof, another Authorized Officer, is authorized to determine
when the Preliminary Official Statement is deemed final, and the Executive Director or such
other Authorized Official is hereby authorized and directed to provide written certification
thereof. The execution of the final Official Statement, which shall include such changes
and additions thereto deemed advisable by the Executive Director or, in the absence
thereof, another Authorized Officer pursuant to the Rule, shall be conclusive evidence of
the approval of the final Official Statement by the Authority. The Board of Directors hereby
authorizes the distribution of the final Official Statement by the Underwriter as the initial
purchaser of the Revenue Bonds.
The form of Continuing Disclosure Certificate as presented to this Board of Directors
and on file with the Executive Director is hereby approved. The Executive Director or, in
the absence thereof, another Authorized Officer, acting alone, is hereby authorized and
directed to cause the same to be completed, subject to the provisions of Section 3 above.
6. Sale of Revenue Bonds. This Board of Directors hereby authorizes and approves
the negotiated sale of the Revenue Bonds to the Underwriter. The form of the Bond
Purchase Agreement is hereby approved and the Executive Director or, in the absence
thereof, another Authorized Officer, acting alone, is hereby authorized and directed to
execute the Bond Purchase Agreement on behalf of the Authority upon the execution
thereof by the Underwriter, the City and the Community Facilities Districts, subject to the
provisions of Section 3 above.
7. Revenue Bonds Prepared and Delivered. Upon the execution of the Bond Purchase
Agreement, the Revenue Bonds shall be prepared, authenticated, and delivered, all in
accordance with the applicable terms of the Bond Law and the Indenture of Trust, and any
Authorized Officer and other responsible officials of the Authority, acting for and on behalf
of the Authority, are hereby authorized and directed to take such actions as are required
under the Bond Purchase Agreement and the Indenture of Trust to complete all actions
required to evidence the delivery of the Revenue Bonds upon the receipt of the purchase
price thereof from the Underwriter.
8. Authorization to Purchase Refunding Bonds; Refunding Bonds Purchase Contract.
This Board of Directors hereby approves the purchase of the Refunding Bonds from the
Community Facilities Districts pursuant to the Refunding Bonds Purchase Contract. The
Authority is hereby authorized to pay the purchase price for the Refunding Bonds from the
proceeds of the Revenue Bonds. The form of the Refunding Bonds Purchase Contract is
hereby approved and the Executive Director or, in the absence thereof, another Authorized
Officer, is hereby authorized and directed to execute the Refunding Bonds Purchase
Contract on behalf of the Authority upon the execution thereof by the Community Facilities
Districts.
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9. Actions. All actions heretofore taken by the officers and agents of the Authority or
the City, acting for and on behalf of the Authority, with respect to the sale and issuance of
the Revenue Bonds are hereby approved, confirmed, and ratified, and the proper officers
of the Authority or the City, acting for and on behalf of the Authority, are hereby authorized
and directed to do any and all things and take any and all actions and execute any and all
certificates, agreements, contracts, and other documents, which they, or any of them, may
deem necessary or advisable in order to consummate the lawful issuance and delivery of
the Revenue Bonds in accordance with the Bond Law, this Resolution, the Indenture of
Trust, the Bond Purchase Agreement, the Continuing Disclosure Certificate, and any
certificate, agreement, contract, and other document described in the documents herein
approved.
11. Effective Date. This resolution shall take effect from and after its adoption.
PASSED, APPROVED AND ADOPTED this day of December 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
L. Dennis Michael, Chairperson
ATTEST:
Janice C. Reynolds, Secretary
I, Janice C. Reynolds, Secretary of the Rancho Cucamonga Public Finance Authority, California,
do hereby certify that the foregoing Resolution was duly passed, approved and adopted by the
Board of Directors of the Rancho Cucamonga Public Finance Authority, at a regular meeting of said
Board of Directors held on , 2011.
Executed this , at Rancho Cucamonga, California.
Janice C. Reynolds, City Clerk
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INDENTURE OF TRUST
By and Between
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
and
WELLS FARGO BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of December 7, 2011
Relating to
Rancho Cucamonga Public Finance Authority
Special Tax Refunding Revenue Bonds, Series 2011
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TABLE OF CONTENTS
Paee
ARTICLE 1
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY
Section 1.01. Defini[ions .................................................................................................... ...............2
Section 1.02. Content of Certificates and Opinions ............................................................ .............10
Section 1.03. Interpre[ation ................................................................................................ .............10
Section 1.04. Authorization and Purpose of Bonds ............................................................ .............1 1
Section 1.05. Indenture Constitutes Contract; Equal Security ............................................ .............11
ARTICLE II
THE BONDS
Section 2.01. Authorization of Bonds ................................................................................. .............1
Section 2.02. Terms of the Bonds ....................................................................................... ............. l 1
Section 2.03. Transfer of Bonds ..................................................:...................................... .............13
Section 2.04. Exchange of Bonds ....................................................................................... .............13
Section 2.05. Registration Books/Book-Entry .................................................................... .............13
Section 2.06. Form and Execution of the Bonds ................................................................ .............14
Section 2.07. Temporary Bonds ......................................................................................... .............15
Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen ................................................. .............15
ARTICLE III
ISSUANCE OF THE BONDS; APPLICATION OF PROCEEDS
Section 3.01. Issuance of the Bonds .................................................................................. ..............16
Section 3.02. Application of Proceeds of the Bonds ......................................................... ..............16
Section 3.03. Program Fund .............................................................................................. ..............16
Section 3.04. Costs of Issuance Fund ................................................................................ ..............16
Section 3.05. Additional Funds and Accounts ................................................................... ..............16
Section 3.06. Validity of Bonds ......................................................................................... ..............17
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01. Redemption; Special Mandatory Redemption ............................................. ..............17
Section 4.02. Selection of Bonds of a Maturity for Redemption ....................................... ..............18
Section 4.03. Notice of Redemption .................................................................................. ..............18
Section 4.04. Partial Redemption of Bonds ....................................................................... ..............19
Section 4.05. Effect of Notice of Redemption ................................................................... ..............19
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ARTICLE V
REVENUES; FUNDS AND ACCOUNTS
Section 5.01. Pledge and Assignment ....................................................................................... .......19
Section 5.02. Establishment of Revenue Fund; Allocation of Revenues ................................. .......20
Section 5.03. Application of Interest Account ....................................................:..................... .......21
Section 5.04. Application of Principal Account ....................................................................... .......21
Section 5.05. Application of Residual Account ........................................................................ .......22
Section 5.06. Establishment and Application of Redemption Account .................................... .......22
Section 5.08. Establishment and Application of the Rebate Fund ............................................ .......24
Section 5.09. Investment of Maneys ........................................................................................ .......24
ARTICLE VI
PARTICULAR COVENANTS
Section 6.01. Punctual Payment ............................................................................................... .......25
Section 6.02. Extension of Payment of Bonds ......................................................................... .......25
Section 6.03. Against Encumbrances ................:...................................................................... .......26
Section 6.04. Power to Issue Bonds and Make Pledge Assignment ......................................... .......26
Section 6.05. Accounting Records and Financial Statement .................................................... .......26
Section 6.06. Waiver of Laws .................................................................................................. .......26
Section 6.07. Tax Covenants .................................................................................................... .......26
Section 6.08. Collection of Revenues ....................................................................................... .......27
Section 6.09. Special Tax Refunding Bonds ............................................................................ .......27
Section 6.10. Limitation on Defeasance, Sale and Refunding of Special Tax Refunding
Bonds .................................................................................................................. .......27
Section 6.1 1. Further Assurances ............................................................................................ ........28
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default ............................................................................................... ........28
Section 7.02. Acceleration ....................................................................................................... ........28
Section 7.03. Remedies of Bond Owners ................................................................................ ........28
Section 7.04. Application of Revenues and other Funds After Default ................................... ........29
Section 7.05. Trustee to Represent Bond Owners ................................................................... ........29
Section 7.06. Appointment of Receivers ................................................................................. ........30
Section 7.07. Bond Owners' Direction of Proceedings ........................................................... ........30
Section 7.08. Limitation on Bond Owners' Right to Sue ........................................................ ........30
Section 7.09. Absolute Obligation of Authoriry ...................................................................... ........30
Section 7.10. Termination of Proceedings ............................................................................... ........31
ii
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Section 7.1 1. Remedies Not Exclusive ................................................................................:...........31
Section 7.12. No Waiver of Default ................................................................................................31
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties and Liabilities of Trustee .................................................................. ..............31
Section 8.02. Merger or Consolidation .............................................................................. ..............32
Section 8.03. Liability ofTrustee ...................................................................................... ..............33
Section 8.04. Right to Rely on Documents ........................................................................ ...:..........34
Section 8.05. Preservation and Inspection of Documents ................................................. ..............34
Section 8.06. Compensation; Indemnification ................................................................... ..............34
Section 8.07. Right of Trustee to Acquire Bonds .............................................................. ..............35
ARTICLE IX
MODIFICATION OR AMENDMENT OF THE INDENTURE
Section 9.01. Amendments Permitted ............................................................................... ..............35
Section 9.02. Effect of Supplemental Indenture ................................................................ ..............36
Section 9.03. Endorsement of Bonds; Preparation of New Bonds .................................... ..............36
Section 9.04. Amendment of Particular Bonds ................................................................. ..............36
ARTICLE X
DEFEASANCE
Section 10.01. Discharge of Indenture ................................................................................ ..............36
Section 10.02. Discharge of Liability on Bonds .................................................................. ..............37
Section 10.03. Deposit of Money or Securities with Trustee .............................................. ..............37
Section 10.04. Payment of Bonds After Discharge of Indenture ......................................... ..............38
ARTICLE XI
ISSUANCE OF PARITY BONDS
Section 11.01. Conditions for the Issuance of Parity Bonds .............................................................39
ARTICLE XII
MISCELLANEOUS
Section 13.01. Liability of Authority Limited to Revenues ..............................................................42
Section 13.02. Successor Is Deemed Included in All References to Predecessor .............................42
Section 13.03. Limitation of Rights to Parties and Bond Owners .....................................................43
Section 13.04. Destruction of Bonds ..............................................................................................:..43
Section 13.05. Severability of Invalid Provisions .............................................................................43
Section 13.06. Notices .......................................................................................................................43
Section 13.07. Waiver of Notice: Requirement of Mailed Notice .....................................................44
iii
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Section 13.08. Evidence of Rights of Bond Owners ........................................... ..............................44
Section 13.09. Money Held for Particular Bonds ................................................ ..............................44
Section 13.10. Unclaimed Moneys ...................................................................... ..............................44
Section 13.11. Funds and Accounts ..................................................................... ..............................44
Section 13.12. Disqualified Bonds ...................................................................... ..............................45
Section 13.13. Determination of Percentage of Bond Owners ............................ ..............................45
Section 13.14. Payment on Non-Business Days .................................................. ..............................45
Section 13.15. Waiver of Personal Liabiliry ........................................................ ..............................45
Section 13.16. Execution in Several Counterparts .............................................. ..............................45
Section 13.17. Governing Laws .......................................................................... ..............................45
Exhibit A FORM OF BOND ........................................................... ......................A-1
Exhibit B PERMITTED INVESTMENTS ........................................... ......................B-1
iv
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INDENTURE OF TRUST
THIS INDENTURE OF TRUST (the "Indenture") dated as of December 1, 201 1, by and between
the RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY, a joint exercise of powers authority
organized and existing under and by virtue of the laws of the State of California (the "Authority"), and
WELLS FARGO BANK, N.A., a national banking association, organized and existing under the laws of
United States of America and having a corporate trust office in Los Angeles, California, as trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing
under and pursuant to that certain Joint Exercise of Powers Agreement, dated June 1, 1989, between the
City of Rancho Cucamonga (the "City") and the Redevelopment Agency of the City of Rancho
Cucamonga (the "Agency"), and under the provisions of Articles 1 through 4 (commencing with Section
6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the Stale of Califomia (the "Act"),
and is authorized pursuant to Article 4 of the Act (the "Bond Law") to borrow money for the purpose of
financing the acquisition of bonds, notes and other obligations to provide financing and refinancing for
capital improvements of member entities of the Authority and other local agencies; and
WHEREAS, as a result of favorable interest rate conditions in the municipal bond market the
Authority and the Community Facilities Districts (defined below) desire to defease and refund the Prior
Special Refunding Tax Bonds (defined below); and
WHEREAS, the Authority, for the purpose of acquiring the Special Tax Refunding Bonds the
proceeds of which will be utilized to defease and refund the Prior Authority Bonds and the Prior Special
Tax Refunding Bonds, has determined to issue its Special Tax Refunding Revenue Bonds, Series 2011 in
the principal amount of $ (the "Bonds") pursuant to and secured by this Indenture providing
for the issuance of the Bonds, all in the manner provided herein; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and
declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the
principal thereof, premium, if any, and interest thereon, the Authority has authorized the execution and
delivery of this Indenture; and
WHEREAS, the Authority certifies that all acts and proceedings required by law necessary to
make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee, and duly
issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a
valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have
been done and taken, and the execution and delivery of the Indenture have been in all respects duly
authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment
of the principal of and the interest and premium (if any) on all Bonds at any time issued and outstanding
under [his Indenture, according to their tenor, and to secure the performance and observance of all the
covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and
subject to which the Bonds are to be issued and received, and in consideration of the premises and of the
mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners
thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Authority
does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to
time of the Bonds, as follows:
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ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS;
EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this
Section 1.01 shall, for all purposes of this Indenture and of any certificate, opinion or other document
herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and
plural farms of any of the terms herein defined.
"Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7,
Title 1 of the Government Code of the State of California.
"Agency" means the Redevelopment Agency of the City of Rancho Cucamonga, a public entity
duly organized and existing under the laws of the State.
"Agreement" means that certain Joint Exercise of Powers Agreement, dated , by
and between the City and the Agency and as hereafter duly amended and supplemented from time to time,
creating the Authority for the purposes, among other things, of assisting the City and the Agency in the
financing and refinancing of Public Capital Improvements, as such term is defined in the Bond Law.
"Annual Debt Service" means, for each Bond Year as to any Series of Bonds, the sum of (a) the
interest payable on the Outstanding Bonds of such Series in any Bond Year and (b) the principal amount
of the Outstanding Bonds of such Series, including mandatory sinking fund payments, scheduled to be
paid in such Bond Year.
"Authority" means the Rancho Cucamonga Public Finance Authority, a joint powers authority
organized and existing under the Agreement and under and by virtue of the laws of the State of
California.
"Authority Administrative Expenses" means all actual costs and expenses incurred in
connection with the administration of the Bonds, including but not limited to: (a) the fees and expenses
payable to the Trustee, and its counsel, and other Persons for professional services rendered in connection
with the administration, continuing disclosure and rebate obligations of or for the Bonds; and (b) fees and
expenses of Independent Accountants for preparation of audits required by this Indenture.
"Authorized Denomination" means the principal amount or maturity amount, as applicable, of
$5,000 or any integral multiple thereof.
"Authorized Representative" means: (a) with respect to the Authority, its Chairman, Vice
Chairman, Executive Director, or Secretary, or any other Person designated as an Authorized
Representative of the Authority by a certificate of the Authority signed by its Executive Director and filed
with the Community Facilities District, the Authority and the Trustee; (b) with respect to the City, its
Mayor, Mayor Pro Tem, City Manager, or Treasurer, or any other Person designated as an Authorized
Representative of the City by a certificate signed on behalf of the City by its City Manager and filed with
the Authority and the Trustee; (c) with respect to the Community Facilities District, the Authorized
Representative of the City, or any other Person designated as an Authorized Representative of the City by
a certificate signed on behalf of the Community Facilities District by the City Manager and filed with the
Authority and the Trustee; and (d) with respect to the Trustee, the President, any Vice President, any
Assistant Vice President, any Senior Authorized Officer, or any Trust Officer of the Trustee, and when
used with reference to any act or document also means any other Person authorized to perform such act or
sign any document by or pursuant to a resolution of the Board of Directors of the Trustee or the by-laws
of the Trustee. An Authorized Representative may by written instrument designate any Person to act on
his or her behalf.
"Bond Counsel" means the law firm of Best Best & Krieger LLP, San Diego, California, and
any successor firm or any other firm of nationally recognized bond counsel acceptable to the Authority.
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"Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of
the Act (commencing with Section 6584), as amended from time to time.
"Bond Purchase Agreement" means an agreement to purchase the Bonds by and among the
Underwriter of the Bonds, the Authority, and the Community Facilities Districts.
"Bond Year" means each twelve-month period beginning on September 2 of each year and
ending on September I of the following year. With respect to the Bonds, the first such Bond Year shall
begin on the Closing Date and end on September I, 2007.
"Bonds" means the $ Rancho Cucamonga Public Finance Authority Special Tax
Refunding Revenue Bonds, Series 201 1 at any time Outstanding pursuant to the Indenture.
"Business Day" means a day which is not a Saturday, Sunday, or legal holiday on which banking
institutions in the State of California, or in any state in which the Principal Office of the Trustee is
located, or the New York Stock Exchange are closed. If any payment hereunder is due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business Day with the same
effect as if made on such previous day.
"Certificate of Authentication" means the Trustee's Certificate of Authentication, the form of
which is attached hereto in Exhibit A.
"City" means the City of Rancho Cucamonga, a municipal corporation organized under its
charter and the laws of the State.
"Closing Date" means, with respect to the Bonds, the date on which any Series of the Bonds are
delivered to the Underwriter thereof.
"Community Facilities District No. 2000-1," or "CFD No. 2000-1" means the City of Rancho
Cucamonga Community Facilities District No. 2000-I (South Etiwanda), a Community Facilities District
formed pursuant to the Mello-Roos Act.
"Community Facilities District No. 2000-2," or "CFD No. 2000-2" means the City of Rancho
Cucamonga Community Facilities District No. 2000-2 (Rancho Cucamonga Business Park), a
Community Facilities District formed pursuant to the Mello-Roos Act.
"Community Facilities District No. 2001-O1," or "CFD No. 2001-O1" means the City of
Rancho Cucamonga Community Facilities District No. 2001-01, a Community Facilities District formed
pursuant to the Mello-Roos Act.
"Community Facilities District" means, individually, CFD No. 2000-1, CFD No. 2000-2 or
CFD No. 2001-01.
"Community Facilities Districts" means, collectively, CFD No. 2000-I, CFD No. 2000-2 and
CFD No. 2001-O1.
"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate
relating to the Authority Bonds, executed on the Closing Date by City, as originally executed and as it
may be amended from time to time in accordance with the terms thereof.
"Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable
to the Authority relating to the authorization, issuance, sale and delivery of the Bonds and the Special Tax
Refunding Bonds, including but not limited to underwriter's discount, printing expenses, rating agency
fees, filing and recording fees, initial fees, expenses and charges and first annual administrative fee of the
Trustee and fees of its counsel, fees, charges and disbursements of attorneys, financial advisors,
accounting firms, consultants and other professionals, fees and charges for preparation, execution and
safekeeping of the Bonds and the Special Tax Refunding Bonds, and any other cost, charge or fee in
connection with the original issuance of the Bonds and the Special Tax Refunding Bonds.
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"Defeasance Obligations" means those investments identified in paragraph A of the Permitted
Investments specified in Exhibit B hereto.
"Event of Bankruptcy" means, with respect to any Person, the filing of a petition in bankruptcy
or the commencement of a proceeding under the United States Bankruptcy Code or any other applicable
law concerning insolvency, reorganization or bankruptcy by or against such Person as debtor, other than
any involuntary proceeding which has been finally dismissed without entry of an order for relief or
similar order as to which all appeal periods have expired.
"Event of Default" means any of the events of default specified in Section 7.01
"Fiscal Agent" means Wells Fargo Bank, National Association, or its successor, as Fiscal Agent
under the Fiscal Agent Agreement.
"Fiscal Agent Agreement" or "Fiscal Agent Agreements" means the Fiscal Agent Agreement
or Fiscal Agent Agreements, as originally executed or as it or they may from time to time be
supplemented, modified or amended, pertaining to any Series of the Special Tax Refunding Bonds.
"Fiscal Year" means the period beginning on July 1 of each year and ending on the next
succeeding June 30, or any other twelve-month period hereafter selected and designated as the official.
fiscal year period of the Authority and certified to the Trustee in writing by an Authorized Representative
of the Authority.
"Indenture" means this Indenture of Trust, as originally executed or as it may from time to time
be supplemented, modified or amended.
"Independent Accountant" means any nationally recognized firm of certified public
accountants or firm of such accountants duly licensed or registered or entitled to practice.and practicing as
such under the laws of the State, appointed by the Authority, and who, or each of whom:
(a) is in fact independent and not under domination of the Authority, the City or the
Community Facilities Districts;
(b) does not have any substantial interest, direct or indirect, with the Authority, the City or
the Community Facilities Districts; and
(c) is not connected with the Authority, the City or the Community Facilities Districts as an
officer or employee of the Authority, the City or the Community Facilities Districts, but who may
be regularly retained to make reports to the Authority, the City or the Community Facilities
Districts.
"Independent Financial Consultant" means any financial consultant or firm of such financial
consultants appointed by the Authority and who, or each of whom:
(a) is judged by the Authority to have experience with respect to the financing of public
capital improvement projects;
(b) is in fact independent and not under the domination of the Authority, the City, or the
Community Facilities Districts;
(c) does not have any substantial interest, direct or indirect, with the Authority, the City, or
the Community Facilities Districts; and
(d) is not connected with the Authority, the City, or the Community Facilities Districts as an
officer or employee of the Authority, the City, or the Community Facilities Districts, but who
may be regularly retained to make reports to the Authority, the City, or the Community Facilities
Districts.
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"Information Services" means the Electronic Municipal Market Access System (referred to as
"EMMA"), a facility of the Municipal Securities Rulemaking Board (at http://emma.msrb.org); and, in
accordance with then current guidelines of the Securities and Exchange Commission, such other
addresses and/or such other services providing information with respect to called bonds as the Authority
may designate in a Written Certificate of the Authority delivered to the Trustee.
"Interest Account" means the account by that name established with the Trustee with respect to
the Bonds pursuant to the Indenture and to be administered as prescribed in Section 5.03.
"Interest Payment Date" means September 1 and March 1, commencing September 1, 2012 as
to the Bonds.
"Maximum Annual Debt Service" means, as of any date of calculation as to the.Bonds, the
largest Annual Debt Service, during the current or any future Bond Year.
"Mello-Roos Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being
California Government Code Sections 53311 et seq.
"Moody's" means Moody's Investors Service, its successors and assigns.
"Outstanding" when used as of any particular time with reference to Bonds, means (subject to
the provisions of Section 13.13) all Bonds theretofore, or thereupon being, authenticated and delivered by
the Trustee under [his Indenture except (a) Bonds theretofore cancelled by the Trustee or surrendered to
the Trustee for cancellation; (b) Bonds with respect to which all liability of the Authority shall have been
discharged in accordance with Section 10.02, including particular Bonds (or portions of Bonds) described
in Section 13.13; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which
other Bonds shall have been authenticated and delivered by the Trustee pursuant to [his Indenture.
"Owner" or "Bond Owner," whenever used herein with respect to a Bond, means the Person in
whose name the ownership of such Bond is registered on the Registration Books.
"Permitted Investments" means any of the investments listed in Exhibit B hereto.
"Person" means an individual, corporation, firm, association, partnership, trust, or other legal
entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
"Principal Account" means the account by that name established with the Trustee with respect
to the Bonds pursuant to the Indenture and to be administered as provided in Section 5.04.
"Principal Office" means such corporate trust office of the Trustee as may be designated from
time to time by written notice from the Trustee to the Authority, initially being Los Angeles, except that
with respect to presentation of Bonds for payment or for registration of transfer or exchange or
maintenance of [he Registration Books, such term shall mean the office of the Trustee at which its
corporate agency business shall be conducted.
"Principal Prepayments" means any amounts received by the Trustee representing a
prepayment of principal of any issue of Special Tax Refunding Bonds, whether at maturity of such issue
of Special Tax Refunding Bonds or upon the prior redemption, prepayment or acceleration thereof.
"Prior Special Tax Bonds" means the following:
(a) $1,365,000 City of Rancho Cucamonga Community Facilities District No. 2000-1 (South
Etiwanda) Special Tax Bonds, Series 2000;
(b) $6,835,000 City of Rancho Cucamonga Community Facilities District No. 2000-2
(Rancho Cucamonga Corporate Park) Special Tax Bonds, Series 2000;
(c) $14,240,000 City of Rancho Cucamonga Community Facilities District No. 2001-O1
Improvement Area No. I and Improvement Area No. 2 Special Tax Bonds, Series 2001-A; and
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(d) $935,000 City of Rancho Cucamonga Community Facilities 4istrict No. 2001-O1
Improvement Area No. 3 Special Tax Bonds, Series 2001-B.
"Proceeds" means the face amount of the Bonds, plus accrued interest and original issue
premium, if any, less original issue discount, if any.
"Program Fund" means the fund by that name established and held by the Trustee with respect
to the Bonds pursuant to the Indenture and to be maintained as provided in Section 3.03.
"Proportionate Share" means, as of the date of calculation, for any Special Tax Refunding Bond
when computing the proportionate share allocable to such Special Tax Refunding Bond among all
outstanding Special Tax Refunding Bonds, the ratio derived by dividing the outstanding principal amount
of the Special Tax Refunding Bond by the principal amount of the Outstanding Bonds.
"Rebate Fund" means the fund by that name established with the Trustee with respect to the
Bonds pursuant to the Indenture and to be administered as prescribed in Section 5.08.
"Record Date" means the fifteenth (15th) day of the month (whether or not such day is a
Business Day) preceding each Interest Payment Dale.
"Redemption Account" means the account by that name established with the Trustee with
respect to the Bonds pursuant to the Indenture and to be administered as provided in Section 5.06.
"Registration Books" means the records maintained by the Trustee for the registration of
ownership and registration of transfer of the Bonds pursuant to Section 2.05.
"Representation Letter" means the letter of representations from the Authority to, or other
instrument or agreement of the Authority with, aBook-Entry Depository in which the Authority, among
other things, makes certain representations to such Depository with respect to the Bonds, the payment
thereof and delivery of notices with respect thereto.
"Requisition" means a written requisition signed in the name of the Authority by its Authorized
Representative.
"Residual Account" means the account by that name established and held by the Trustee with
respect to the Bonds pursuant to the Indenture and to be administered as provided in Section 5.05.
"Revenue Fund" means the fund by that name established and held by the Trustee with respect
to the Bonds pursuant to the Indenture and to be administered as provided in Section 5.01 and 5.02.
"Revenues" means, with respect to the Bonds: (a) all amounts derived from the Special Tax
Refunding Bonds and (b) investment income with respect to the funds and accounts established
hereunder.
"RMA" shall have the meaning given such teen in the Fiscal Agent Agreement applicable to a
particular Series of Special Tax Refunding Bonds.
"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, its successors and
assigns.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, New York,
New York 10041-0099, Fax (212) 855-3274 or 3799; and, in accordance with then current guidelines of
the Securities and Exchange Commission, such other addresses and/or such other securities depositories
as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
"Series" means, as to the Special Tax Refunding Bonds, any series of the Special Tax Refunding
Bonds.
"Special Record Date" means the date established by the Trustee pursuant to Section 2.02 as a
record date for the payment of defaulted interest on the Bonds, if any.
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"Special Tax Refunding Bonds" means, collectively, those special tax bonds designated as:
(a) $ City of Rancho Cucamonga Community Facilities District No. 2000-1
(South Etiwanda) Special Tax Refunding Bonds, Series 201 l;
(b) $ -City of Rancho Cucamonga Community Facilities District No. 2001-2
(Rancho Cucamonga Corporate Park) Special Tax Refunding Bonds, Series 2011; and
(c) $ City of Rancho Cucamonga Community Facilities District No. 2001-01
Improvement Area No. 1 and Improvement Area No. 2 Special Tax Refunding Bonds,
Series 2011; and
(d) $ City of Rancho Cucamonga Community Facilities District No. 2001-O1
Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011.
"Special Taxes" has the meaning given such term in the Fiscal Agent Agreement applicable to a
particular Series of Special Tax Refunding Bonds.
"Supplemental Indenture" means a Supplemental Indenture of Trust providing for any matter
herein authorized, entered into by and between the Authority and the Trustee pursuant to the provisions of
this Indenture.
"Tax Certificate" means the certificate delivered by the Authority upon the delivery of the
Bonds relating to Section 148 of the Code, or any functionally similar replacement certificate.
"Tax Code" means the Internal Revenue Code of 1986, as amended from time to time. Any
reference to a provision of the Tax Cade shall include the applicable Regulations promulgated with
respect to such provision.
"Tax Regulations" means temporary and permanent regulations promulgated under Section 103
and related sections of the Tax Code.
"Trustee" means Wells Fargo Bank, National Association, or its successor, as Trustee hereunder
as provided in Section 8.01, or such other trustee as shall be named, provided such other trustee shall
meet the requirements of Article V[B hereof.
"Underwriter" means Stone & Youngberg, a Division of Stifel Nicholas.
"Written Certificate" and "Written Request" of the Authority or the Community Facilities
District, mean, respectively, a written certificate or written request signed in the name of the Authority by
its Authorized Representative or in the name of such Community Facilities District by its Authorized
Representative. Any such certificate or request may, but need not, be combined in a single instrument
with any other instrument, opinion or representation, and the two or more so combined shall be read and
construed as a single instrument. If and to the extent required by Section 1.02, each such certificate or
request shall include the statements provided for in Section 1.02.
Section 1.02. Content of Certificates and Opinions. Any certificate or opinion made or given
by an officer of the Authority or the Community Facilities District may be based, insofar as it relates to
legal or accounting matters, upon a certificate or opinion of or representation by counsel, an accountant or
a financial consultant, unless such officer knows, or in the exercise of reasonable care should have
known, that the certificate, opinion or representation with respect to the matters upon which such
certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or
given by counsel, an accountant or a financial consultant may be based, insofar as it relates to factual
matters (with respect to which information is in the possession of the Authority or the Community
Facilities District, as the case may be) upon a certificate or opinion of or representation by an officer of
the Authority or the Community Facilities District, unless such counsel, accountant or financial consultant
knows, or in the exercise of reasonable care should have known, that the certificate or opinion or
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representation with respect to the matters upon which such Person's certificate or opinion or
representation may be based, as aforesaid, is erroneous. The same officer of the Authority or a
Community Facilities District, or the same counsel, accountant or financial consultant, as the case may
be, need not certify to all of the matters required to be certified under any provision of this Indenture, but
different officers, counsel, accountants or financial consultants may certify to different matters,
respectively.
Section 1.03. Interaretation. Unless the context otherwise indicates, words expressed in the
singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is
for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as
appropriate.
Headings of articles and sections herein and the table of contents hereto, are solely for
convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or
effect hereof.
All references herein to "Articles," "Sections," and other subdivisions are to the corresponding
Articles, Sections, or subdivisions of this Indenture; the words "herein," "hereof," "hereby," "hereunder"
and other words of similar import refer to this Indenture as a whole and not to any particular Article,
Section or subdivision hereof.
Section 1.04. Authorization and Puraose of Bonds. The Authority has reviewed all
proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such
review, and hereby finds and determines, that all things, conditions and acts required by law to exist,
happen and/or be performed precedent to and in the issuance of the Bonds do exist, have happened and
have been performed in due time, form and manner as required by law, and the Authority is now
authorized under the Agreement and the Bond Law and each and every requirement of law, to issue the
Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes
the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose of providing funds
to acquire the Special Tax Refunding Bonds from the Community Facilities District.
Section 1.05. Indenture Constitutes Contract: Equal Security. In consideration of the
acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a
contract between the Authority and the Owners from time to time of the Bonds; and the covenants and
agreements herein set forth to be performed on behalf of the Authority shall be for the equal and
proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or
distinction as to security or otherwise of any of the Bonds over other Bonds by reason of the number or
date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever,
except as expressly provided therein or herein.
ARTICLE II
THE BONDS
Section 2.01. Authorization of Bonds. The Authority hereby authorizes the issuance of the
Bonds hereunder and under the Bond Law, the Bonds to constitute special obligations of the Authority,
for the purpose of providing moneys to finance the acquisition by the Authority of the Special Tax
Refunding Bonds. The Bonds shall be issued in the principal amount of $ ,are hereby
designated the "Rancho Cucamonga Public Finance Authority Special Tax Refunding Revenue Bonds,
Series 2011," and shall be issued for the purpose of acquiring the Special Tax Refunding Bonds. Other
than Parity Bonds, no additional Bonds or bonds secured by [he same Revenues as the Bonds shall be
issued hereunder. This Indenture constitutes a continuing agreement with the Owners from time to time
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of the Bonds to secure the full and timely payment of the principal of and interest on all such Bonds,
subject to the covenants, provisions and conditions herein.
Section 2.02. Terms of the Bonds. The Bonds shall be issued in fully registered form without
coupons in any Authorized Denomination. The Bonds shall be dated the Closing Date, shall mature
(subject to prior redemption) on September 1 in each of the years and in the amounts and shall bear
interest at the rate or rates per annum, calculated on the basis of a 360-day year of twelve 30-day months,
set forth herein . The Bonds shall mature on the dates and in the respective principal amounts and shall
bear interest at the respective rates per annum, as follows:
Maturity Date Principal Interest Rate
(September 11 Amount Per Annum
Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of
authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after
the close of business on the preceding Record Date, in which event it shall bear interest from such Interest
Payment Date; (ii) a Bond is authenticated on or before the first Record Date, in which event interest
thereon shall be payable from the Closing Date provided in the form of the Bonds; or (iii) interest on any
Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable
from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest
shall be paid on each Interest Payment Date to the Persons in whose names the ownership of the Bonds is
registered on the Registration Books at the close of business on the immediately preceding Record Date,
except as provided below. Interest on any Bond which is not punctually paid or duly provided for on any
Interest Payment Date shall be payable to the Person in whose name the ownership of such Bond is
registered on the Registration Books at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice of which shall be given to such Owner not less
than fifteen (15) days prior to such Special Record Date. Interest shall be paid by check of the Trustee
mailed by first class mail, postage prepaid, on each Interest Payment Date to the Bond Owners at their
respective addresses shown on the Registration Books as of the close of business on the preceding Record
Date; or by wire transfer made on such Interest Payment Date to any Owner of $1,000,000 or more in
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aggregate principal amount of Bonds who shall have requested such transfer pursuant to written notice
filed with the Trustee on or before the preceding Record Date.
The principal of the Bonds shall be payable in lawful money of the United States of America
upon presentation and surrender thereof at the Principal Office of the Trustee. Payment of principal on
any Bond shall be made only upon presentation and surrender of such Bond at the Principal Office of the
Trustee.
The Bonds shall be subject to redemption as provided in Article IV.
Section 2.03. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred
upon the Registration Books by the Person in whose name it is registered, in person or by his duly
authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written
instrument of transfer, duly executed in a form approved by the Trustee. The Trustee shall not be
obligated to make any transfer of Bonds during the period selected by the Trustee for the selection of
Bonds for redemption, or with respect to any Bonds selected for redemption.
Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and
the Trustee shall authenticate and shall deliver a new Bond or Bonds for a like aggregate principal amount
or maturity amount, as applicable, in an Authorized Denomination. The Trustee shall require the Bond
Owner requesting such transfer to pay any tax or other governmental charge required to be paid with
respect to such transfer.
Section 2.04. Exchange of Bonds. The Bonds may be exchanged at the Principal Office of the
Trustee for a like aggregate principal amount or maturity amount, as applicable, of Bonds of Authorized
Denominations and of the same maturity. The Authority may charge a reasonable sum for each new
Bond issued upon any exchange (except in the case of any exchange of temporary Bonds for definitive
Bonds and except in the case of the first exchange of any definitive Bond in the form in which it is
originally issued) and shall require the payment by the Bond Owner requesting such exchange of any tax
or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be
obligated to make any exchange of Bonds during the period selected by the Trustee for the selection of
Bonds for redemption, or with respect to any Bonds selected for redemption.
Section 2.05. Registration Books/Book-Entry. The Trustee will keep or cause to be kept, at
the Principal Office of the Trustee, sufficient records for the registration and transfer of ownership of the
Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the
Authority; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations
as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the
ownership of the Bonds as hereinbefore provided.
The Bonds shall be initially executed and delivered in the form of a single, fully registered Bond
for each maturity (which may be typewritten). Upon initial execution and delivery, the ownership of such
Bond shall be registered in the Bond Register in the name of the Nominee identified below as nominee of
the Depository Trust Company, New York, New York and its successors and assigns (the "Depository" or
"DTC"). Except as hereinafter provided, all of the outstanding Bonds shall be registered in the Bond
Register in the name of the nominee of the Depository, which may be the Depository, as determined from
time to time pursuant to this Section (the "Nominee").
With respect to the Bonds registered in the Bond Register in the name of the Nominee, neither the
Authority nor the Trustee shall have any responsibility or obligation to any broker-dealers, banks and
other financial institutions from time to time for which the Depository holds Bonds as securities
depository (the "Participant") or to any person on behalf of which such a Participant holds an interest in
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the Bonds. Without limiting the immediately preceding sentence, neither the Authority nor the Trustee
shall have any responsibility or obligation (unless the Authority is at such time the Depository) with
respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect
to any ownership interest in the Bonds; (ii) the delivery to any Participant or any other person, other than
an Owner of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including
any notice of prepayment; (iii) the selection by the Depository and its Participants of the beneficial
interests in the Bonds to be prepaid in the event the Authority prepays the Bonds in part; or (iv) the
payment to any Participant or any other person, other than an Owner of a Bond as shown in the Bond
Register, of any amount with respect to principal of or interest on the Bonds. The Authority and the
Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as
the holder and absolute Owner of such Bond for the purpose of payment of principal and interest with
respect to such Bond, for the purpose of giving notices of prepayment, if applicable, and other matters
with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all
other purposes whatsoever. The Authority shall pay all principal of and interest on the Bonds only to or
upon the order of the respective Owner of a Bond, as shown in the Bond Register, or his respective
attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Authority's obligations with respect to payment of principal of and interest on the Bonds to
the extent of the sum or sums so paid. No person other than an Owner of a Bond, as shown in the Bond
Register, shall receive a Bond evidencing the obligation of the Authority [o make payments of principal
and interest pursuant to this Indenture. Upon delivery by the Depository to the Owners of the Bonds, and
the Authority of written notice to the effect that the Depository has determined to substitute a new
nominee in place of the Nominee, and subject to the provisions herein with respect to Record Date, the
word "Nominee" in this Indenture shall refer to such nominee of the Depository.
In order to qualify the Bonds for the Depository's book-entry system, the Authority is executing
and delivering to the Depository a Representation Letter in the form prescribed by Depository. The
execution and delivery of the Representation Letter shall not in any other way limit the provisions of this
Section or in any other way impose upon the Authority any obligation whatsoever with respect to persons
having interests in the Bonds other than the Owners of the Bonds, as shown on the Bond Register. In
addition to the execution and delivery of the Representation Letter, the Authority shall take such other
actions, not inconsistent with this Indenture, as are reasonably necessary to qualify the Bonds for the
Depository's book-entry program.
In the event (i) the Depository determines not to continue to act as securities depository for the
Bonds, . or (ii) the Depository shall no longer so act and gives notice to the Authority of such
determination, then the Authority will discontinue the book-entry system with the Depository. If the
Authority determines to replace the Depository with another qualified securities depository, the Authority
shall prepare or direct the preparation of a new single, separate, fully registered Bond, per maturity,
registered in the name of such successor or substitute qualified securities depository or its nominee. If the
Authority fails to identify another qualified securities depository to replace the Depository then the Bonds
shall no longer be restricted to being registered in the Bond Register in the name of the Nominee, but
shall be registered in whatever name or names Owners of the Bonds transferring or exchanging Bonds
shall designate, in accordance with provisions of Sections 2.03 or 2.04, hereof, and the Authority shall
prepare and deliver Bonds to the Owners thereof for such purpose.
In the event of a reduction in aggregate principal amount of Bonds outstanding or an advance
refunding of part of the Bonds outstanding, DTC in its discretion, (a) may request the Authority to
prepare and issue a new Bond, or (b) may make an appropriate notation on the Bond indicating the date
and amounts of such reduction in principal, but in such event, the Bond Register maintained by the
Trustee shall be conclusive as to what amounts are outstanding on the Bond, except in the case of final
maturity in which case the Bond must be presented to the Trustee prior to payment.
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Notwithstanding any other provisions of this Indenture to the contrary, so long as any Bond is
registered in [he name of the Nominee, all payments with respect to principal of and interest on such
Bond, and all notices with respect to such Bond, shall be made and given, respectively, as provided in the
Representation Letter or as otherwise instructed by the Depositary and acceptable to the Authority.
The initial Depository under this Article shall be DTC. The initial Nominee shall be Cede & Co.,
as Nominee of DTC.
Section 2.06. Form and Execution of the Bonds. The Bonds shall be in the form set forth in
Exhibit A hereto and shall otherwise comply with the requirements of this Indenture. The Bonds shall be
executed in the name and on behalf of the Authority with the manual or facsimile signature of its
Chairman (or any duly authorized deputy to the Chairman) attested by the manual or facsimile signature
of its Secretary. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of
the officers who shall have signed or attested any of the Bonds shall cease to be such officer or officers of
the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the
Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued
and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those
who signed and attested the same had continued to be such officers of the Authority, and also any Bonds
may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of
such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any
such Person shall not have been such officer of the Authority.
Only such of the Bonds as shall bear thereon a Certificate of Authentication, substantially in the
form set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any
purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee
shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and
delivered hereunder and are entitled to the benefits of this Indenture.
The Bonds shall be issued substantially in the form attached hereto as "Exhibit A" with necessary
or appropriate variations, omissions and insertions, as permitted or required by the Indenture.
Section 2.07. Temaorarv Bonds. The Bonds may be issued in temporary form exchangeable
for definitive Bonds when 'ready for delivery. Any temporary Bonds may be printed, lithographed or
typewritten, shall be of such Authorized Denominations as may be determined by the Authority, shall be
in fully registered form without coupons and may contain such reference to any of the provisions of this
Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and
authenticated by the Trustee upon the same conditions and in substantially the same manner as the
definitive Bonds. If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as
promptly thereafter as practicable, and thereupon the temporary Bonds shall be surrendered, for
cancellation, at the Principal Office of the Trustee and the Trustee shall authenticate and deliver in
exchange for such temporary Bonds an equal aggregate principal amount or maturity amount, as
applicable, of definitive Bonds of Authorized Denominations. Until so exchanged, the temporary Bonds
shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered
hereunder.
Section 2.08. Bonds Mutilated, Lost, Destroved or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall
thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so
mutilated, but only upon surreltder to the Trustee of the Bond so mutilated. Every mutilated Bond so
surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority. If
any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to
the Trustee and, if such evidence be satisfactory to them and indemnity satisfactory to it shall be given,
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the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate
and deliver, a new Bond of like tenor in lieu of and in replacement for the Bond so lost, destroyed or
stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing
a replacement Bond, the, Trustee may pay the same without surrender thereof upon receipt of the above-
mentioned indemnity). The Authority may require payment by [he Owner of a sum not exceeding the
actual cost of preparing each replacement Bond issued under this Section and of the expenses which may
be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in
lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual
obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen
be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other
Bonds secured by this Indenture.
ARTICLE III
ISSUANCE OF THE BONDS; APPLICATION OF PROCEEDS
Section 3.01. Issuance of the Bonds. Upon execution and delivery of this Indenture, [he
Authority shall execute and deliver the Bonds to the Trustee for authentication and delivery to the
Underwriter thereof upon the written request of the Authority.
Section 3.02. Aoalication of Proceeds of the Bonds. Upon the receipt of payment for the
Bonds on the Closing Date, the Trustee shall apply the proceeds of sale thereof by depositing
$ (representing [he aggregate principal amount of the Bonds of $ less the
aggregate net original issue discount of $ less the aggregate Underwriter' discount of
$ ) in the Program Fund.
In addition, the Trustee shall deposit the following amounts received by the Trustee from the
Fiscal Agents under the Fiscal Agent Agreements for the Special Tax Refunding Bonds to the following
funds and accounts:
(a) in the Costs of Issuance Fund $ for payment of Costs of Issuance.
Section 3.03. Proeram Fund. The Trustee shall establish and maintain a separate fund to be
known as the "Program Fund" into which shall be deposited a portion of the proceeds of the sale of the
Bonds pursuant to Section 3.02. The Trustee shall use the proceeds of the Bonds in the Program Fund to
purchase the applicable Special Tax Refunding Bonds on the Closing Dale as directed in writing by the
Authority.
Section 3.04. Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund
to be held by the Trustee known as the "Costs of Issuance Fund" into which shall be deposited the
amounts set forth in Section 3.02 (a) above. The moneys in the Costs of Issuance Fund shall be used to
pay Costs of Issuance of the Bonds from time to time upon receipt of a Requisition of the Authority. On
the date which is one hundred eighty (180) days following the Closing Date of the Bonds, or upon the
earlier receipt by the Trustee of a Written Request of the Authority stating that all Costs of Issuance have
been paid, the Trustee shall transfer all remaining amounts in the Costs of Issuance Fund to the Revenue
Fund.
Section 3.05. Additional Funds and Accounts. The Trustee may establish additional accounts
or subaccounts of the funds and accounts described herein as the Trustee shall deem necessary in
furtherance of its duties pursuant to this Indenture. Additionally, the Authority may request the
establishment of such additional accounts as it deems necessary to meet its obligations pursuant to Article
6 hereof and the Trustee shall establish such accounts.
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Section 3.06. Validity of Bonds. The validity of the authorization and issuance of the Bonds is
not dependent on and shall not be affected in any way by any proceedings taken by the Authority or the
Trustee with respect to or in connection with the acquisition of the Special Tax Refunding Bonds. The
recital contained in the Bonds that the same are issued pursuant to the constitution and Taws of the State of
California shall be conclusive evidence of their validity and of compliance with the provisions of law in
their issuance.
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01. Redemption; Special Mandatory Redemption.
(a) Optional Redemption of the Bonds. The Bonds maturing on and after September 1, 20
are subject, at the option of the Authority, to call and redemption from any available source of funds prior
to their stated maturity on any Interest Payment Date on or after September 1, 20 , as a whole or in part,
and by lot, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with
accrued interest thereon to the date fixed for redemption, without premium.
For purposes of the selection of Bonds for redemption pursuant to this subsection (a), the Bonds
shall be selected for redemption among maturities by the Authority (evidenced pursuant to a Written
Certificate of the Authority delivered to the Trust at least 60 days prior to the redemption date or such
later date as shall be acceptable to the Trustee) on such basis that the debt service on the Special Tax
Refunding Bonds on each Interest Payment Date will be sufficient to pay debt service on the Bonds on
such Interest Payment Date, as shall be demonstrated in a report of an Independent Financial Consultant
filed with the Trustee; provided, however, [hat no such report need be filed with the Trustee if, after such
redemption, no Bonds will be Outstanding.
(b) Mandatory Redemption of the Bonds from Principal Ptepayments of the Special Tax
Refunding Bonds. The Bonds shall be subject to redemption on any Interest Payment Date, prior to
maturity, as a whole or in part from such maturities, as are selected by the Authority, from and to the
extent of any the Principal Prepayments with respect to the Special Tax Refunding Bonds at the following
redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed),
together with accrued interest [hereon to the date of redemption:
Redemption Date Redemption Price
September 1, 2012 through March I, 10_%
20
September I, 20 and March 1, 20_ 10
September I, 20 and any Interest 100%
Payment date thereafter
The principal amount of the Bonds to be redeemed pursuant [o this subsection (b) from any such
Principal Prepayments shall be the greatest principal amount of Bonds, the redemption price of which is
less than or equal to such Principal Prepayments, as specified in a Written Request of the Authority
delivered to [he Trustee. In the event that a Fiscal Agent for any Series of the Special Tax Refunding
Bonds shall mail notice of redemption of any such Special Tax Refunding Bonds which will produce
Principal Prepayments, the Trustee shall concurrently mail notice of the redemption of Bonds pursuant to
this subsection (b), such redemption to occur on the date fixed for redemption of such Special Tax
Refunding Bonds. On the date of such redemption of such Special Tax Refunding Bonds, the proceeds of
any such redemption shall be applied by the Trustee to pay the redemption price of Bonds pursuant to this
subsection (b).
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For purposes of the selection of Bonds for redemption pursuant to this subsection (b), the Bonds
shall be selected for redemption among maturities by the Authority (evidenced pursuant to a Written
Certificate of the Authority delivered to the Trust at least 60 days prior to the redemption date or such
later date as shall be acceptable to the Trustee) on such basis that the debt service on the Special Tax
Refunding Bonds on each Interest Payment Date will be sufficient to pay debt service on the Bonds on
such Interest Payment Date, as shall be demonstrated in a report of an Independent Financial Consultant
filed with the Trustee; provided, however, that no such report need be filed with the Trustee if, after such
redemption, no Bonds will be Outstanding.
(c) Mandatory Sinkine Redemption of the Bonds. The Bonds maturing on September 1,
20 are subject to mandatory redemption in part by lot, on September 1 in each year commencing
September 1, 20_, respectively, from mandatory sinking payments made by the Authority at a
redemption price equal to the principal amount thereof to be redeemed, without premium, plus accrued
interest thereon to the date of redemption in the aggregate respective principal amounts:
BONDS MATURING SEPTEMBER 1, 20_
Yenr Principal Amours!
If some but not all of the Bonds maturing on September 1, 20 are redeemed pursuant to Section
4.01(a), the principal amount of the Bonds maturing on September 1, 20 to be redeemed pursuant to
Section 4.01(c) on any subsequent September I shall be reduced, by $5,000 or an integral multiple
thereof, as designated by the Authority in a Written Certificate of the Authority filed with the Trustee;
provided, however, that the aggregate amount of such reductions shall not exceed the aggregate amount
of Bonds maturing on September 1, 20_ redeemed pursuant to Section 4.01(a). if some but not all of the
Bonds maturing on September 1, 20 are redeemed pursuant to Section 4.01(6), the principal amount of
the Bonds maturing on September 1, 20_ to be redeemed pursuant to Section 4.01(c) on any subsequent
September I shall be reduced by the aggregate principal amount of the Bonds maturing on September I,
20_ pursuant to Section 4.01(6), such reduction to be allocated among redemption dates as nearly as
practicable on a pro rata basis in amounts of $5,000 or integral multiples thereof, as determined by [he
Trustee, notice of which determination shall be given by the Trustee to the Authority.
Section 4.02. Selection of Bonds of a Maturity for Redemution.
Whenever provision is made in this Indenture for the redemption of less than all of the Bonds of a
maturity, the Trustee shall select the Bonds to be redeemed from all Bonds of such maturity not
previously called for redemption, by lot in any manner which the Authority in its sole discretion shall
deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be comprised of
separate $5,000 Authorized Denominations and such separate Authorized Denominations shall be treated
as separate Bonds which may be separately redeemed.
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Section 4.03. Notice of Redemation.
(a) Contents of Notice. Notice of redemption shall be mailed by the Trustee, by first class
mail, postage prepaid, to the respective Owners of any Bonds designated for redemption at their addresses
appearing on the Registration Books and to the Securities Depositories and the Information Services at
least 30 days but not more than 60 days prior to the redemption date. Neither the failure to receive such
notice nor any defect in the notice so mailed will affect the sufficiency of the proceedings for redemption
of such Bonds or the cessation of accrual of interest on the redemption date. Each notice of redemption
shall state the redemption date, the place or places of redemption, the CUSIP numbers and the Bond
numbers of the Bonds to be redeemed, and in the case of Bonds to be redeemed in part only, the
respective Authorized Denominations of the principal amount thereof to be redeemed. Each such notice
shall also state that on said date there will become due and payable on each of said Bonds the principal
amount relating thereto or of said specified portion of the principal thereof in the case of a Bond to be
redeemed in part only, plus accrued interest, if any, and through which date such interest will accrue, and
that from and after such date interest thereon shall cease to accrue or compound, as applicable, and shall
require that such Bonds be then surrendered at the Principal Office of the Trustee. Neither the failure of
any Bond Owner to receive any notice so mailed nor any defect therein shall affect the sufficiency of the
proceedings for redemption of any Bonds nor the cessation of accrual of interest thereon.
(b) Conditional Notice of Redemption. Any notice of optional redemption of the Bonds
delivered in accordance with this Section 4.03 may be conditional and if any condition stated in the notice
of redemption shall not have been satisfied on or prior to the redemption date, said notice shall be of no
force and effect and the Authority shall not be required to redeem such Bonds and the redemption shall
not be made and the Trustee shall within a reasonable time thereafter give notice, to the persons and in the
manner in which the notice of redemption was given, that such condition or conditions were not met and
that the redemption was cancelled.
The Authority may rescind any optional redemption and notice thereof for any reason on any date
prior to the date fixed for redemption by causing written notice of the rescission to be given to the owners
of the Bonds so called for redemption. Any optional redemption and notice thereof shall be rescinded if
for any reason on the date fixed for redemption moneys are not available in the Redemption Account or
otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of,
interest, and any premium due on the Bonds called for redemption. Notice of rescission of redemption
shall be given in the same manner in which notice of redemption was originally given. The actual receipt
by the owner of any Bond of notice of such rescission shall not be a condition precedent to rescission, and
failure to receive such notice or any defect in such notice shall not affect the validity of the rescission.
(c) Given On Behalf of the Authority. Notice of redemption of Bonds shall be given by the
Trustee, at the expense of the Authority, for and on behalf of the Authority.
Section 4.04. Partial Redemation of Bonds. In the event that only a portion of any Bond is
called for redemption, upon surrender of such Bond the Authority shall execute and the Trustee shall
authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond of Authorized
Denominations equal in aggregate principal amount or maturity amount, as applicable, representing the
unredeemed portion of the Bond to be redeemed.
Section 4.05. Effect of Notice of Redemation. Notice having been given as aforesaid, and
moneys for the redemption (including the interest to the applicable date of redemption and including any
applicable premium), having been set aside in the Redemption Fund or any of the accounts therein, the
Bonds to be redeemed shall become due and payable on said date of redemption, and, upon presentation
and surrender thereof at the Principal office of the Trustee, said Bonds shall be paid at the redemption
price thereof, together with interest, accrued and unpaid to said date of redemption and premium, if any.
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If, on said date of redemption, moneys for the redemption of the Bonds to be redeemed, together
with interest to said date of redemption, shall be held by the Trustee so as [o be available therefor on such
date of redemption, and, if notice of redemption thereof shall have been given as aforesaid and not
cancelled, then, from and after said date of redemption, interest tepresented by such Bonds shall cease to
accrue and became payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds
shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability for
interest thereon.
'All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Article
IV shall be cancelled upon surrender thereof and destroyed.
Notice of the special redemption of Bonds shall be given upon receipt of notice of prepayment of
the Special Tax Refunding Bonds.
ARTICLE V
REVENUES; FUNDS AND ACCOUNTS
Section 5.01. Pledge and Assienment.
(a) Subject only to the provisions of this Indenture permitting the application thereof for the
purposes and on the terms and conditions set forth herein, all of the Revenues and any other amounts
(including proceeds of the sale of the Bonds) held in any fund or account established pursuant to this
Indenture (excluding the Residual Account and the Rebate Fund) are hereby pledged by the Authority to
secure the full and timely payment of the principal of and interest and premium, if any, of the Bonds in
accordance with their terms and the provisions of this Indenture. Said pledge shall constitute a lien on
and security interest in such assets and sfiall attach, be perfected, and be valid and binding from and after
delivery of the Bonds by the Trustee and the Revenues and other items pledged hereunder shall
immediately be subject to the lien of such pledge without any physical delivery thereof or further act.
(b) Subject to the provisions of this Indenture, the Authority hereby pledges and assigns to
the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues, all of the
monies, and securities in the funds and accounts created hereunder (excluding the Residual Account and
the Rebate Fund), as their interests appear and other amounts pledged in paragraph (a) above and all of
the right, title, and interest of the Authority in the Special Tax Refunding Bonds. The Authority shall
collect and receive, or cause to be collected and received by the Trustee, all such Revenues, and Revenues
collected or received by the Authority, or collected and received by the Trustee on behalf of the
Authority, shall be deemed to be held, and to have been collected or received, by the Authority, in trust,
and shall be paid to the Trustee as set forth herein. The Trustee also shall be entitled to and may take all
steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the
Authority or separately, by itself, all of the rights of the Authority and all of the obligations of the
Community Facilities District under and with respect to the applicable Special Tax Refunding Bonds.
Section 5.02. Establishment of Revenue Fund: Allocation of Revenues. The Authority shall
establish with the Trustee a special fund designated the "Revenue Fund" which the Trustee shall maintain
and hold in trust. Within the Revenue Fund, the Trustee shall establish special accounts designated as the
"Principal Account," the "Interest Account," the "Redemption Account," and the "Residual Account."
Such fund and accounts shall be held and maintained as separate and distinct funds and accounts. All
Revenues shall be promptly transferred to the Trustee by the Authority and deposited by the Trustee upon
receipt thereof in a special fund hereby established with the Trustee and designated as the "Revenue
Fund" which the Trustee shall maintain and hold in trust. All Revenues deposited with the Trustee shall
be held, disbursed, allocated, and applied by the Trustee only as provided in this Indenture.
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On each Interest Payment Date, the Trustee shall transfer all Revenues (other than Revenues
resulting from the redemption of Special Tax Refunding Bonds as the result of the prepayment of Special
Taxes, which shall be transferred as described below) then in the Revenue Fund into the following funds
and accounts based upon the following deposit requirements and in the following order of priority, the
requirements of each such account (including the making up of any deficiencies in any such account
resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to
be satisfied before any deposit is made to any account subsequent in priority:
(a) The Trustee shall deposit in the Interest Account an amount which, together with the
amounts then on deposit therein is sufficient to cause the aggregate amount on deposit in the Interest
Account to equal the amount of interest coming due and payable on the Bonds on such Interest Payment
Date and any amount of interest previously due and unpaid.
(b) The Trustee shall deposit in the Principal Account, if necessary, an amount which,
together with the amounts then on deposit therein, is sufficient to cause the aggregate amount on deposit
in the Principal Account to equal the amount of principal or mandatory sinking account payment coming
due and payable on the Bonds within the Bond Year and any amount of principal previously due and
unpaid.
(c) The Trustee shall deposit in the Rebate Fund, if necessary, an amount which is sufficient
to cause the aggregate amount on deposit in the Rebate Fund to equal the amount of any payment then
required to be made to the United States.
(d) On June 30 of each Fiscal Year, the Trustee shall determine if [he funds then on deposit
in the Revenue Fund, together with the funds on deposit with the Fiscal Agent for each Outstanding
Special Tax Refunding Bond and available to pay scheduled debt service on such Special Tax Refunding
Bond on the following September 1, are in excess of the amount necessary to pay scheduled debt service
on the Outstanding Bonds on the following September 1. If such an excess exists, the Trustee shall notify
the Authority and the Ciry of the amount of such excess and shall transfer from the funds then on deposit
in the Revenue Fund an amount up to such excess to the Residual Account.
(e) On September 2, the Trustee shall transfer all remaining amounts on deposit in the
Revenue Fund to the Residual Account to be applied as provided in Section 5.05.
The Trustee shall deposit in the Redemption Account those Revenues representing Principal
Prepayments and which are to be used for the mandatory redemption of the Bonds. The Trustee shall
deposit in the Redemption Account those Revenues resulting from the optional redemption of the Special
Tax Refunding Bonds, and which the Authority has directed the Trustee to use for the optional
redemption of the Bonds.
Section 5.03. Aoalication of Interest Account. Subject to the provisions of this Indenture, all
amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of
paying interest on the Bonds as it shall become due and payable or, a[ the Written Request of the
Authority filed with the Trustee, to apply to the payment of accrued interest on any Bonds purchased by
the Authority pursuant [o Section 5.06 in lieu of redemption pursuant to Article IV. Any amounts on
deposit in the Interest Account on any Interest Payment Date which are not required to pay interest then
due and payable on the Bonds shall be transferred to the Residual Account.
Section 5.04. A~olication of Princiaal Account. Subject to the provisions of this Indenture, all
amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal
or maturity amount, as applicable, of the Bonds upon the stated maturity thereof or upon any prior
redemption of the Bonds with the proceeds of mandatory sinking payments. Any amounts on deposit in
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the Principal Account on any Interest Payment Date which are not required to pay the principal amouht or
maturity amount, as applicable, then due and payable on the Bonds shall be transferred to the Residual
Account.
Section 5.05. Aoalication of Residual Account. Amounts in the Residual Account shall no
longer be considered Revenues and are not pledged to repay the Bonds. So long as the Special Tax
Refunding Bonds are outstanding under the terms of the Fiscal Agent Agreements, on July 1 following
any transfer to the Residual Account pursuant to Section 5.02(e) and on September 2 of each year, the
remaining balance in the Residual Account shall, except as provided below, be transferred to the Special
Tax Fund (as such terms are defined in the Fiscal Agent Agreements) established and held by the Fiscal
Agent for each Special Tax Refunding Bond proportionately based on their respective Proportionate
Share. In the event that the Special Tax Refunding Bonds have been paid or defeased, then any amounts
in the Residual Account shall be paid by the Trustee to the Authority to be used for any lawful purpose.
The amount of the transfer to the Special Tax Fund for a Special Tax Refunding Bond calculated
pursuant to the preceding paragraph shall be reduced by the amount of any outstanding deficiency, as of
the date of such transfer, in the payment of debt service on such Special Tax Refunding Bond occurring in
the Bond Year ending the September ]s' immediately preceding such transfer date.
Section 5.06. Establishment and Auplication of Redemption Account. The Authority shall
establish a special account within the Revenue Fund designated as the "Redemption Account," which
account the Trustee shall maintain and hold in trust as a separate and distinct account within such fund.
The Trustee shall deposit in the Redemption Account any amounts required or permitted to be applied to ,
the redemption of Bonds pursuant to Section 4.01 (a) or (b) hereunder.
Subject to the provisions of this Indenture, all amounts deposited in the Redemption Account
shall be used and withdrawn by the Trustee solely for the purpose of redeeming the Bonds in the manner
and upon the terms and conditions specified in Section 4.01 (a) or (b), at the next succeeding date of
redemption for which notice has been given and at the redemption prices then applicable. At any time
prior to selection of Bonds for such notice of redemption, the Trustee may, at the Written Request of the
Authority, apply amounts on deposit in the Redemption Account to the purchase of such Bonds, for
cancellation, at public or private sale, as and when and at prices not exceeding the par amount thereof
(including brokerage and other charges, but excluding accrued interest, which is payable from the Interest
Account).
Section 5.07. Establishment and Aoolication of the Rebate Fund. The Trustee shall establish
and maintain a separate fund to be held by the Trustee and known as the "Rebate Fund:' The Trustee
shall, in accordance with written directions received from an Authorized Representative of the Authority,
deposit into the Rebate Fund moneys transferred by the Fiscal Agent pursuant to the provisions of the
applicable Fiscal Agent Agreement or Fiscal Agent Agreements. The Rebate Fund shall be held either
uninvested or invested only in Permitted Investments described in paragraph B.5 of the definition thereof
at the written direction of the Authority. Moneys on deposit in the Rebate Fund shall be applied only to
payments made to the United States, to the extent such payments are required by the Tax Certificate. The
Trustee shall, upon written request and direction of an Authorized Representative of the Authority, make
such payments to the United States.
The Trustee may rely conclusively upon the Authority's determinations, calculations and
certifications required by this Section. The Trustee shall have no responsibility to independently make
any calculation or determination or to review the Authority's calculations hereunder. The Trustee's sole
responsibilities under this Section 5.07 are to follow the written instructions of the Authority pertaining
hereto. The Authority shall be responsible for any fees and expenses incurred by the Trustee pursuant to
Section 5.08.
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The Trustee shall, upon written request and direction from an Authorized Representative of the
Authority, transfer to or upon the order of the Authority any moneys on deposit in the Rebate Fund in
excess of the amount, if any, required to be maintained or held therein in accordance with the Tax
Certificate.
Section 5.08. Investment of Monevs. Except as otherwise provided herein, all moneys in any
of the funds or accounts established pursuant to the Indenture shall be invested by the Authority solely in
Permitted Investments, or, if such fund or account is held by the Trustee solely in Permitted Investments,
as directed in writing by the Authority two (2) Business Days prior to the making of such investment.
Such investment instructions shall certify that the investment is a Permitted Investment. Permitted
Investments may be purchased at such prices as the Authority shall determine. All Permitted Investments
shall be acquired subject to any restrictive instructions given to the Trustee pursuant to Section 6.07 and
such additional limitations or requirements consistent with the foregoing as may be established by the
Written Request of the Authority. Moneys in any funds and accounts shall be invested in Permitted
Investments maturing not later than the date on which it is estimated that such moneys will be required for
the purposes specified in this Indenture. Absent timely written direction from the Authority, the Trustee
shall invest any funds held by it in Permitted Investments described in clause B(5) of the definition
thereof.
All interest, profits and other income received from the investment of moneys in any fund or
account established pursuant to this Indenture shall be deposited in the Revenue Fund. Notwithstanding
anything to the contrary contained in this paragraph, an amount of interest received with respect to any
Permitted Investments equal to the amount of accrued interest, if any, paid as part of the purchase price of
such Permitted Investments shall be credited to the fund from which such accrued interest was paid.
Permitted Investments acquired as an investment of moneys in any fund established under this
Indenture shall be credited to such fund. Permitted Investments shall be valued by the Trustee as
specified in Exhibit B hereto. The Authority shall restore the amount on deposit in any fund or account
resulting from a decline in market value no later than the succeeding valuation date.
The Trustee or an affiliate may act as principal or agent in the making or disposing of any
investment and shall be entitled to its customary fee therefor. Upon the Written Request of the Authority,
or as required for the purposes of the provisions of this Indenture, the Trustee shall sell or present for
redemption, any Permitted Investments so purchased whenever it shall be necessary to provide moneys to
meet any required payment, transfer, withdrawal, or disbursement from the fund to which such Permitted
Investments are credited, and the Trustee shall not be liable or responsible for any loss resulting from any
investment made or sold pursuant to this Section 5.08.
ARTICLE VI
PARTICULAR COVENANTS
Section 6.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the
principal, premium, if any, and interest to become due in respect of all the Bonds, in strict conformity
with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but
only out of Revenues and other assets pledged for such payment as provided in this Indenture and
received by the Authority or the Trustee.
Section 6.02. Extension of Pavment of Bonds. The Authority shall not directly or indirectly
extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims
for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of
the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims
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for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except
subject to the prior payment in full of the principal, of all of the Bonds then Outstanding and of all claims
for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to
limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and
such issuance shall not be deemed to constitute an extension of maturity of the Bonds.
Section 6.03. Aeainst Encumbrances. The Authority shall not create, or permit the creation of,
any pledge, lien, charge, or other encumbrance upon the Revenues and other assets pledged or assigned
under this Indenture while any of the Bonds are outstanding, except the pledge and assignment created by
this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or
more other indentures for any of its corporate purposes, including other programs under the Bond Law,
and reserves the right to issue other obligations for such purposes.
Section 6.04. Power to Issue Bonds and Make Pledee Assienment. The Authority is duly
authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the
Revenues, the Special Tax Refunding Bonds and other assets purported to be pledged and assigned,
respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds
and the provisions of this Indenture are and will be the legal, valid, and binding special obligations of the
Authority in accordance with their terms, and the Authority and the Trustee, subject to the provisions of
Article VIII, shall at all times, to the extent permitted by law, defend, preserve and protect said pledge and
assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture
against all claims and demands of all Persons whomsoever.
Section 6.05. Accountine Records and Financial Statement. The Trustee shall at all times
keep, or cause to be kept, proper books of record and account, prepared in accordance with industry
standards, in which complete and accurate entries shall be made of all transactions made by it relating to
the Bond proceeds, the Revenues, the Special Tax Refunding Bonds and all funds and accounts
established with the Trustee pursuant to this Indenture. Such books of record and account shall be
available for inspection by the Authority, the Independent Financial Consultant, the Underwriter, and the
Community Facilities District, during regular business hours and upon reasonable notice and under
reasonable circumstances as agreed to by the Trustee.
The Authority shall at all times keep, or cause to be kept, proper books of record and account,
prepared in accordance with generally accepted accounting principles, in which complete and accurate
entries shall be made of all transactions relating to the Bond proceeds, the Revenues, the Special Tax
Refunding Bonds and all funds and accounts established pursuant to this Indenture (other than those
records and accounts kept by the Trustee). Such books of record and account shall be available for
inspection by the Trustee, the Independent Financial Consultant and the Community Facilities District,
during regular business hours and upon twenty-four (24) hours, notice and under reasonable
circumstances as agreed to by the Authority.
Section 6.06. Waiver of Laws. The Authority shall not at any time insist upon or plead in any
manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any
time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the
Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority
to the extent permitted by law.
Section 6.07. Tax Covenants. The Authority will not directly or indirectly use or permit the
use of any proceeds of the Bonds or any other funds of the Authority or take or omit to take any action
that would cause the Bonds to be "private activity bonds" within the meaning of Section 141 of the Tax
Code, or obligations which are "federally guaranteed" within the meaning of Section 149(6) of the Tax
Code. The Authority will not allow five percent (5%) or more of the proceeds of the Bonds to be used in
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the trade or business of any non-governmental units and will not loan five percent (5%) or more of the
proceeds of the Bonds to any non-governmental units.
The Authority covenants that it will not take any action, or fail to take any action, if any such
action or failure to take action would adversely affect the exclusion from gross income of the interest on
the Bonds under Section 103 of the Tax Code. The Authority will not directly or indirectly use or permit
the use of any proceeds of the Bonds or any other funds of the Authority, or take or omit to take any
action, that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the
Tax Code. To that end, the Authority will comply with all requirements of Section l48 of the Tax Code
to the extent applicable to the Bonds. In the event that at any time the Authority is of the opinion that for
purposes of this Section it is necessary to restrict or limit the yield on the investment of any monies held
under this Indenture or otherwise the Authority shall so instruct the Trustee in writing, and the Trustee
shall take such action as may be necessary in accordance with such instructions.
Without limiting the generality of the foregoing, the Authority agrees that there shall be paid from
time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f)
of the Tax Code and any temporary, proposed or final Treasury Regulations as may be applicable to the
Bonds from time to time. This covenant shall survive payment in full or defeasance of the Bonds.
Notwithstanding any provision of this Section, if the Authority shall obtain an opinion of Bond
Counsel to the effect that any action required under this covenant is no longer required, or to the effect
that some further action is required, to maintain the exclusion from gross income of the interest on the
Bonds pursuant to Section 103 of the Tax Code, the Trustee may rely conclusively on such opinion in
complying with the provisions hereof, and the covenant hereunder shall be deemed to be modified to that
extent.
Section 6.08. Collection of Revenues. The Authority shall cause to be collected and paid to it
all Revenues payable with respect to the Special Tax Refunding Bonds promptly as such Revenues
become due and payable, and shall vigorously enforce and cause to be enforced all rights of the Authority
and the Trustee under and with respect to the Special Tax Refunding Bonds. Upon any failure of the
Authority to perform as required by this Section 6.08, [he Trustee shall, subject to the provisions of
Article VIII hereof, take appropriate actions to collect and cause the Revenues to be paid to the Trustee.
Section 6.09. Snecial Tax Refundine Bonds. The Authority, the Trustee and the applicable
Community Facilities Districts may at any time consent to, amend or modify any of the applicable Special
Tax Refunding Bonds pursuant to the terms thereof, (i) with the prior consent of the Owners of a majority
in aggregate principal amount of the Bonds then Outstanding, or (ii) without the consent of any of the
Owners, if such amendment or modification is for any one or more of the following purposes:
(a) to add to [he covenants and agreements contained in such Special Tax Refunding Bonds,
other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power
therein reserved to or conferred upon the applicable Community Facilities District; or
(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained in such Special Tax Refunding Bonds, or in ay other
respect whatsoever as such Community Facilities District may deem necessary or desirable, provided
under any circumstances that such modifications or amendments shall not materially adversely affect the
interests of the Owners of the Bonds; or
(c) to amend any provision thereof to the extent necessary to comply with the Code, but only
if and to the extent such amendment will not adversely affect the exclusion from gross income of the
interest on any of the Bonds under the Code, in the opinion ofnationally-recognized bond counsel.
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Section 6.10. Limitation on Defeasance. Sale and Refunding of Special Tax Refunding
Bonds. The Authority shall not consent to a sale, defeasance or optional redemption of any Special Tax
Refunding Bonds unless the Authority shall provide to the Trustee a certificate of an Independent
Financial Consultant or an Independent Accountant, certifying that after giving effect to the redemption,
cash flows from the Special Tax Refunding Bonds will be sufficient to satisfy the ongoing requirement
for payment of principal of and interest on the Bonds.
Section 6.11. Continuing Disclosure. The Authority acknowledges that the City has executed
and delivered a Continuing Disclosure Certificate, for and on behalf of the Authority and the Community
Facilities Districts, for the benefit of the holders and beneficial owners of the Authority Bonds and in
order to assist the Underwriter in complying with Rule 15c2-12(6)(5) of the Securities and Exchange
Commission. The Authority has covenanted and agreed that it will cause the provisions of the Continuing
Disclosure Certificate to be carried out on its behalf. Notwithstanding any provision in this Indenture to
the contrary, failure by the Authority to comply with the Continuing Disclosure Certificate shall not be
considered an Event of Default for purposes of Article VII, hereof; however, the Underwriter or any
holder or beneficial owner of 25% of the Bonds may take such actions as may be necessary and
appropriate to compel performance by the District of its obligations under this Section 6.11, including
seeking mandate or specific performance by court order.
Section 6.12. ~ency as Party to the Agreement. The Authority covenants and agrees that it
will comply with all of its obligations under this Indenture and the Bonds whether or not the Agency is a
a party under the Agreement -
Section 6.13. Further Assurances. The Authority will make, execute and deliver any and all
such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out
the intention or to facilitate the performance of this Indenture and for the better assuring and confirming
unto the Owners of the Bonds of the rights and benefits provided in this Indenture.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default. The following events shall be Events of Default:
(a) if default by the Authority shall be made in the due and punctual payment of the principal
of any Bonds when and as the same shall become due and payable, whether at maturity as therein
expressed, by proceedings for sinking fund redemption, by acceleration, or otherwise;
(b) if default shall be made in the due and punctual payment of any installment of interest on
any Bonds when and as the same shall become due and payable;
(c) if default shall be made by the Authority in the observance of any of the other covenants,
agreements or conditions on its part in this Indenture or in the Bonds contained, if such default shall have
continued for a period of thirty (30) days after written notice thereof which grace period shall not be
extended beyond sixty (60) days, Trustee or the Owners of not less than twenty-five percent (25%) in
aggregate principal amount of the Bonds at the time Outstanding as determined in Section 13.12 hereof;
provided, however, if the failure stated in the notice can be corrected, but not within the applicable period,
the Authority, the Trustee, and such Owners shall not unreasonably withhold their consent to an extension
of such time if corrective action is instituted by the Authority within the applicable period and diligently
pursued until the default is corrected;
(d) the occurrence of an Event of Bankruptcy with respect to the Authority; and
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(e) the occurrence of a default under any Special Tax Refunding Bond.
Section 7.02. Acceleration. The Bonds are not subject to acceleration.
Section 7.03. Remedies of Bond Owners. Subject to the provisions of Sections 7.03 and 7.07,
any Bond Owner shall have the right, for the equal benefit and protection of all Bond Owners similarly
situated:
(a) by mandamus, suit, action, or proceeding, to compel the Authority and its members,
officers, agents or employees to perform each and every term, provision and covenant contained in this
Indenture and in [he Bonds, and to require the carrying out of any or all such covenants and agreements of
the Authority and the fulfillment of all duties imposed upon it by the Bond Law;
(b) by suit, action, or proceeding in equity, to enjoin any acts or things which are unlawful,
or the violation of any of the Bond Owners, rights; or
(c) upon the happening of any Event of Default, by suit, action, or proceeding in any court of
competent jurisdiction, to require the Authority and its members and employees to account as if it and
they were the trustees of an express trust.
Section 7.04. Aoalication of Revenues and other Funds After Default. If an Event of Default
shall occur and be continuing, all Revenues and any other funds then held or thereafter received by the
Authority shall, immediately upon receipt by the Authority, be transferred by the Authority [o the Trustee
and be deposited by the Trustee in the Revenue Fund and all amounts held in the Revenue Fund by the
Trustee and all Revenues and any other funds then held or thereafter received by the Authority or the
Trustee under any of the provisions of this Indenture shall be applied by the Trustee as follows and in the
following order:
(a) To the payment of any fees and expenses necessary in the opinion of the Trustee to
protect the interests of the Owners of the Bonds and payment of reasonable charges and expenses of the
Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the
performance of its powers and duties under, this Indenture;
(b) To the payment of the principal of and interest then due with respect to the Bonds (upon
presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or
surrender thereof if fully paid) subject to the provisions of this Indenture, as follows:
First: To the payment to the Persons entitled thereto of all installments of interest then
due in the order of the maturity of such installments, and, if the amount available shall not be
sufficient to pay in full any installment or installments maturing on the same date, then to the
payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto,
without any discrimination or preference; and
Second: To the payment to the Persons entitled thereto of the unpaid principal of any
Bonds which shall have become due, whether at maturity or by call for redemption, with interest
on the overdue principal at the rate borne by the respective Bonds on the date of maturity or
redemption, and, if the amount available shall not be sufficient to pay in full all the Bonds,
together with such interest, then to the payment thereof ratably, according to the amounts of
principal due on such date to the Persons entitled thereto, without any discrimination or
preference.
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Section 7.05. Trustee to Rearesent Bond Owners. Subject to the provisions of Sections 7.03
and 7.12, the Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds,
by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee
and true and lawful attorney-in-fact of the Owners of the Bonds for the purpose of exercising and
prosecuting on their behalf such rights and remedies as may be available to the Owners under the
provisions of the Bonds, this Indenture, the Bond Law and applicable provisions of any other law. Upon
the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the
Trustee to represent the Bond Owners, the Trustee in its discretion may, and upon the written request of
[he Owners of not less than a majority in aggregate principal amount of [he Bonds then Outstanding, as
determined pursuant to Section 13.13 hereof, and upon being indemnified to its satisfaction therefor, shall
proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit,
mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at
law or in equity, either for the specific performance of any covenant or agreement contained herein, or in
aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or
equitable right or remedy vested in the Trustee and such Owners under the Bonds, this Indenture, the
applicable Supplemental Indenture, the Bond Law or any other law; and upon instituting such proceeding,
the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Revenues and
other assets pledged under this Indenture, pending such proceedings. All rights of action under this
Indenture, or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the
possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such
suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the
benefit and protection of the Owners of such Bonds, subject to the provisions of this Indenture.
Section 7.06. Apaointment of Receivers. Upon the occurrence of an Event of Default
hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the
rights of the Trustee and of the Owners of the Bonds under this Indenture, the Trustee shall be entitled, as
a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged
hereunder, pending such proceedings, with such powers as the court making such appointment shall
confer.
Section 7.07. Bond Owners' Direction of Proceedines. Subject to Section 7.12, the Owners of
a majority in aggregate principal amount of the Bonds then Outstanding, as determined pursuant to
Section 13.13 hereof, shall have [he right, by an instrument or concurcent instruments in writing executed
and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to
direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that
such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and
that the Trustee shall have the right to decline to follow any such direction which in the opinion of the
Trustee would be unjustly prejudicial to Bond Owners not parties to such direction.
Section 7.08. Limitation on Bond Owners' Rieht to Sue. No Owner of any Bonds shall have
the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of
any right or remedy under this Indenture, the Agreement, the Bond Law or any other applicable law with
respect to such Bonds, unless (a) such Owner shall have given to the Trustee written notice of the
occurrence of an Event of Default; (b) the Owners of not less than a majority in aggregate principal
amount of the Bonds then Outstanding, as determined pursuant to Section 13.13 hereof, shall have made
written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit,
action or proceeding in its own name; (c) such Owner or said Owners shall have tendered to the Trustee
indemnity against the costs, expenses and liabilities to be incurced in compliance with such request; and
(d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days
after such written request shall have been received by, and said tender of indemnity shall have been made
to, the Trustee.
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Such notification, request, tender of indemnity and refusal or omission are hereby declared, in
every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder or
under law; it being understood and intended that not one or more Owners of Bonds shall have any right in
any manner whatever by his or their action to affect, disturb, or prejudice the security of this Indenture or
the rights of any other Owner of the Bonds, or to enforce any right under the Bonds, this Indenture, the
Bond Law or other applicable law, with respect to the Bonds, except in the manner herein provided, and
that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in
the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds,
subject to the provisions of this Indenture.
Section 7.09. Absolute Obligation of Authority. Nothing in Section 7.08. or in any other
provision of this Indenture or in the Bonds contained shall affect or impair the obligation of the Authority,
which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective
Owners of the Bonds at their respective dates of maturity, or upon call for redemption, as herein provided,
but only out of the Revenues and other assets herein pledged therefor and received by the Authority or the
Trustee, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce
such payment by virtue of the contract embodied in the Bonds.
Section 7.10. Termination of Proceedings. In case any proceedings taken by the Trustee or any
one or more Bond Owners on account of any Event of Default shall have been discontinued or abandoned
for any reason or shall have been determined adversely to the Trustee or the Bond Owners, then in every
such case the Authority, the Trustee and the Bond Owners, object to any determination in such
proceedings, shall be restored to their former positions and rights hereunder, severally and respectively,
and all rights, remedies, powers and duties of the Authority, the Trustee and the Bond Owners shall
continue as though no such proceedings had been taken.
Section 7.11. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the
Trustee or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and
each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any
other remedy given hereunder or now or hereafrer existing at law or in equity or otherwise.
Section 7.12. No Waiver of Default. No delay or omission of the Trustee or of any Owner of
the Bonds to exercise any right or power arising upon the occurrence of any default shall impair any such
right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and
every power and remedy given by this Indenture to the Trustee or to the Owners of the Bonds may be
exercised from time to time and as often as may be deemed expedient.
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties and Liabilities of Trustee.
(a) The Trustee shall, prior to an Event of Default, and after the curing of all Events of
Default which may have occurred, perform such duties and only such duties as are expressly and
specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default
which has not been cured, exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
(b) The Authority may remove the Trustee at any time unless an Event of Default shall have
occurred and then be continuing, and shall remove the Trustee if at any time requested to do so by an
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instrument or concurrent instruments in writing signed by the Owners of not less than a majority in
aggregate principal amount of the Bonds then Outstanding, as determined pursuant to Section 13.13
hereof (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible
in accordance with subsection (e) of this Section, or shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any
public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the
Trustee and thereupon shall appoint a successor Trustee by an instrument in writing. Notwithstanding
anything herein to the contrary, the Trustee must at all times be the same entity (at the same branch
office) as the Fiscal Agent for the Special Tax Refunding Bonds.
(c) The Trustee may at any time resign by giving written notice of such resignation by first
class mail, postage prepaid, to the Authority and the Bond Owners at the respective addresses shown on
the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a
successor Trustee by an instrument in writing. The Trustee shall not be relieved of its duties until such
successor Trustee has accepted appointment.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall
become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall
have been appointed and have accepted appointment within forty-five (45) days following giving notice
of removal or notice of resignation as aforesaid, the resigning Trustee or any Bond Owner (on behalf of
himself and all other Bond Owners) may petition any court of competent jurisdiction for the appointment
of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper,
appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its
acceptance of such appointment by executing and delivering to the Authority and to its predecessor
Trustee a written acceptance thereof, and to the predecessor Trustee an instrument indemnifying the
predecessor Trustee for any costs or claims arising during the time the successor Trustee serves as Trustee
hereunder, and after payment by the Authority of all unpaid fees and expenses of the predecessor Trustee,
the successor Trustee, without any further act, deed or conveyance, shall become vested with all the
moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee,
with like effect as if originally named Trustee herein; but, nevertheless at the written Request of the
Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any
and all instruments of conveyance or further assurance and do such other things as may reasonably be
required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title
and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall
pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the
trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute
and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in
and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts,
duties, and obligations. Upon acceptance of appointment by a successor Trustee as provided for in this
subsection, the Authority shall mail or cause the successor Trustee to mail, by first class mail postage
prepaid, a notice of the succession of such Trustee to the trusts hereunder to each rating agency which
then maintains a rating on the Bonds and to the Bond Owners at the addresses shown on the Registration
Books. If the Authority fails to mail such notice within fifteen (I S) days after acceptance of appointment
by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the
Authority.
(e) Any Trustee appointed under the provisions of this Section 8.O1 in succession to the
Trustee shall be a trust company or bank in good standing located in or incorporated under the laws of the
State of California, duly authorized to exercise trust powers and subject to examination by federal or state
authority, having a reported combined capital and surplus of not less than seventy-five million dollars
($75,000,000). If such bank or trust company publishes a report of condition at least annually, pursuant
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to law or to the requirements of any supervising or examining agency above referred to, then for the
purpose of this subsection the combined capital and surplus of such bank or trust company shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of
this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this
Section.
(f) Notwithstanding any other provision of this Indenture, no removal, resignation or
termination of the Trustee shall take effect until a successor shall be appointed.
Section 8.02. Mercer or Consolidation. Any bank or trust company into which the Trustee
may be merged or converted or with which it may be consolidated, or any bank or trust company resulting
from any merger, conversion or consolidation to which it shall be a party, or any bank or trust company to
which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such
bank or trust company shall be eligible under subsection (e) of Section 8.01, shall be the successor to such
Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
Section 8.03. Liability of Trustee.
(a) The recitals of facts herein and in [he Bonds contained shall be taken as statements of the
Authority, and the Trustee shall not assume responsibility for the corcectness of the same, or make any
representations as to the validity or sufficiency of this Indenture or of the Bonds or shall incur any
responsibility in respect thereof, other than as expressly stated herein in connection with the respective
duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however,
be responsible for its representations contained in its Certificate of Authentication on the Bonds. The
Trustee makes no representations as to the validity or sufficiency of the Indenture, or of any Bonds, or
any Special Tax Refunding Bond or in respect of the security afforded by this Indenture and the Trustee
shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with
respect to: (i) the issuance of the Bonds for value; (ii) the application of the proceeds thereof except to the
extent that such proceeds are received by it in its capacity as Trustee; or (iii) the application of any
moneys paid to the Authority or others in accordance with this Indenture except as the application of any
moneys paid to the Trustee in its capacity as Trustee. The Trustee shall not be liable in connection with
the performance of its duties hereunder, except for its own gross negligence or willful default and the
negligence and willful misconduct of its agents. Absent negligence or willful misconduct, the Trustee
shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by the Indenture. The Trustee may become the
Owner of Bonds with the same rights it would have if it were not Trustee, and, to the extent permitted by
law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any
other capacity with respect to, any committee formed to protect the rights of Bond Owners, whether or
not such committee shall represent the Owners of a majority in principal amount of the Bonds then
Outstanding.
(b) The Trustee shall not be liable for any error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate
principal amount of the Bonds as determined pursuant to Section 13.13 hereof, at the time Outstanding
relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferced upon the Trustee under this Indenture.
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(d) Absent negligence or willful misconduct, the Trustee shall not be liable for any action
taken by i[ in good faith and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.
(e) The Trustee shall not be deemed to have knowledge of any default or Event of Default
hereunder or under any Special Tax Refunding Bond unless and until it shall have actual knowledge
thereof, or shall have received written notice thereof, at its Principal Office. Except as otherwise
provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements herein or of any of the documents
executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The
Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it.
(t) The Trustee shall be under no obligation to institute any suit or take any remedial action
under this Indenture, or to enter any appearance in or in any way defend any suit in which it may be made
defendant, or to take any steps in the execution of the trust hereby created or in the exercise of any rights
or powers hereunder at the request, order, or direction of any Owners of Bonds or otherwise unless it shall
be indemnified to its satisfaction against any and all reasonable costs and expenses, outlays and counsel
fees and other disbursements, and against all liability not due to its negligence or willful misconduct;
provided, however, that if the Trustee intends to rely on this Section 8.03(f) as a basis for non-action it
shall so inform the Owners of the Bonds and the Authority as soon as possible.
(g) The Trustee shall have nd duty to expend or risk its own funds in the performance of its
duties hereunder.
Section 8.04. Rieht to Rely on Documents. The Trustee shall be protected in acting upon any
notice, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties. The
Trustee may consult with counsel, who may be Bond Counsel or other counsel of or to the Authority,
with regard to legal questions, and absent negligence or willful misconduct, the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or suffered by it
hereunder in good faith and in accordance therewith; provided, however, the Trustee shall in no event
delay any payment with respect to the Bonds in anticipation of any such opinion.
Except as otherwise expressly provided in this Indenture, the Trustee shall not be bound to
recognize any Person as the Owner of a Bond unless and until such Bond is submitted for inspection, if
required, and his title thereto is satisfactorily established, if disputed.
Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a Written Certificate of the Authority, and
such Written Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith
under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the
Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence
as it may deem reasonable.
Section 8.05. Preservation and Inspection of Documents. All documents received by the
Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject
during business hours, and upon reasonable notice, to the inspection of the Authority, the Community
Facilities District and [heir agents and representatives duly authorized in writing.
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Section 8.06. Comaensation: Indemnification. The Authority shall cause to be paid to the
Trustee from time to time all reasonable compensation for all services rendered under this Indenture, and
also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of their
attorneys, agents and employees, incurred in and about the performance of their powers and duties under
this Indenture. However, the Authority shall not be liable for "overhead expenses" except as such
expenses may be included as a component of the Trustee's stated annual fees. The Authority agrees to
indemnify and save the Trustee harmless against any liabilities which it may incur in the exercise and
performance of its powers and duties hereunder, including, but not limited to, claims of the Owners
arising from the Trustee's actions pursuant to Section 10.04 hereof, and under any related documents,
including the enforcement of any remedies and the defense of any suit, and which are not due to its
negligence or its willful default. The duty of the Authority to indemnify the Trustee hereunder shall
survive the termination and discharge of this Indenture. None of the provisions contained in the Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers.
Section 8.07. Right of Trustee to Acquire Bonds. The Trustee and its officers and directors
may acquire and hold, or become the pledgee of, Bonds and otherwise deal with the Authority in the
manner and to the same extent and with like effect as if it were not the Trustee hereunder.
ARTICLE IX
MODIFICATION OR AMENDMENT OF THE INDENTURE
Section 9.01. Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority and of the Owners of the
Bonds and of the Trustee may be modified or amended from time to time and at any time by a
Supplemental Indenture, which the Authority and the Trustee may enter into with [he written consent of
the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, as determined
pursuant to Section 13.13 hereof, which shall have been filed with the Trustee. No such modification or
amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof, or
extend the time of payment, without the consent of the Owner of each Bond so affected; or (ii) reduce the
aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such
modification or amendment; or (iii) permit the creation of any lien on the Revenues and other assets
pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the
Owners of the Bonds of the lien created by this Indenture on such Revenues and other assets (except as
expressly provided in this Indenture) without the consent of the Owners of all of the Bonds then
Outstanding. It shall no[ be necessary for the consent of the Bond Owners [o approve the particular form
of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance
thereof. The Trustee shall, at least fifteen (15) days in advance of the effective date of any Supplemental
Indenture, cause to be mailed a notice (the form of which shall be furnished to the Trustee by the
Authority) of the proposed modification or amendment of this Indenture containing a copy of the
Supplemental Indenture intended to effectuate such amendment or modification. Promptly after the
execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (a),
(i) the Trustee shall cause to be mailed a notice (the form of which shall be furnished to the Trustee by the
Authority), by first class mail postage prepaid, setting forth in general terms the substance of such
Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the
Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such Supplemental Indenture.
(b) This Indenture and any Supplemental Indenture and the rights and obligations of the
Authority, the Trustee, and the Owners of the Bonds may also be modified or amended from time to time
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and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee
may enter into without the consent of any Bond Owners, for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority in this Indenture
contained other covenants and agreements thereafter to be observed, to pledge or assign
additional security for the Bonds (or any portion thereof), or to surrender any right or power
herein reserved to or conferred upon the Authority;
(ii) to make such provisions for the purpose of curing any ambiguity, inconsistency
or omission, or of curing or correcting any defective provision contained in this Indenture, or as
to any other provisions of the Indenture as the Authority may deem necessary or desirable, in any
case which do not have a material and adverse affect on the security for the Bonds granted
hereunder;
(iii) to modify, amend or supplement this Indenture in such manner as to permit the
qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal
statute hereafter in effect, and [o add such other terms, conditions and provisions as may be
permitted by said act or similar federal statute;
(iv) to modify, amend, or supplement this Indenture in such manner as to cause
interest on the Bonds to be excludable, or remain, from gross income for purposes of federal
income taxation by the United States of America; and
(v) to modify or amend any provision of this Indenture with any effect and to any
extent whatsoever permissible by law, provided that any such modification or amendment shall
apply only to the Bonds issued and delivered subsequent to the execution and delivery of the
applicable Supplemental Indenture.
Section 9.02. Effect of Supplemental Indenture. Upon the execution of any Supplemental
Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties, and obligations under [his Indenture of the
Authority, the Trustee, and all Owners of Bonds Outstanding shall thereafter be determined, exercised,
and enforced hereunder subject in all respects to such modification and amendment, and all the terms and
conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.
Section 9.03. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the
execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines
shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as
to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon
demand on the Owner of any Bonds Outstanding at the time of such execution and presentation of his
Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the
Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the
Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture,
shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of
the Owners of any Bonds then outstanding shall be exchanged at the Office of the Trustee, without cost to
any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal
aggregate principal amount of the same interest rate and maturity.
Section 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent
any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner.
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ARTICLE X
DEFEASANCE
Section 10.01. Discharee of Indenture. The Bonds or any portion thereof may be paid by the
Authority in any of the following ways, provided that the Authority also pays or causes to be paid any
other sums payable hereunder by the Authority:
(a) by paying or causing to be paid the principal of and interest and premium, if any, on the
Bonds or any portion thereof, as and when the same become due and payable;
(b) by irrevocably depositing with the Trustee, in trust (pursuant to an escrow agreement), at
or before maturity, money or Defeasance Obligations in the necessary amount (as provided in Section
10.03) to pay or redeem all or any portion of the Bonds then Outstanding; or
(c) by delivering to the Trustee, for cancellation by it, all or any portion of the Bonds then
Outstanding.
If the Authority shall also pay or cause to be paid all other sums payable hereunder by the
Authority including without limitation any compensation or other amounts due and owing the Trustee
hereunder, then and in that case, a[ the election of the Authority (evidenced by a Written Certificate of the
Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such
indebtedness and this Indenture), and notwithstanding that any Bonds shall not have been surrendered for
payment, this Indenture and [he pledge of Revenues and other assets made under this Indenture and all
covenants, agreements and other obligations of the Authority under this Indenture shall cease, terminate,
become void and be completely discharged and satisfied. In such event, upon the Written Request of the
Authority, and upon receipt of a Written Certificate of an Authorized Representative of the Authority and
an opinion of Bond Counsel acceptable to the Trustee, each to the effect that all conditions precedent
herein provided for relating to the discharge and satisfaction of the obligations of the Authority have been
satisfied, the Trustee shall cause an accounting for such period or periods as may be requested by the
Authority to be prepared and filed with the Authority and shall execute and deliver to the Authority all
such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the
Trustee shall pay over, transfer, assign, or deliver all moneys or securities or other property held by it
pursuant to this Indenture and the applicable Supplemental Indenture, which are not required for the
payment or redemption of Bonds not theretofore surrendered for such payment or redemption, to the
Authority.
Section 10.02. Discharee of Liability on Bonds. Upon the deposit with the Trustee, in trust, at
or before maturity, of money or securities in the necessary amount (as provided in Section 10.03) to pay
or redeem any Outstanding Bonds (whether upon or prior to the maturity or the redemption date of such
Bonds), provided that, if such Bonds are to be redeemed prior to maturity, notice of such redemption shall
have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made
for the giving of such notice, then all liability of the Authority in respect of such Bonds shall cease,
terminate and be completely discharged, and the Owners thereof shall thereafter be entitled only to
payment out of such money or securities deposited with the Trustee as aforesaid for [heir payment,
subject, however, to the provisions of Section 10.04.
The Authority may at any time surrender to the Trustee for cancellation by it any Bonds
previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and
such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.
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Section 10.03. Deaosit of Money or Securities with Trustee. Subject to Section 13.09 hereof,
whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the
Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities
so to be deposited or held may include money or securities held by the Trustee in the funds and accounts
established pursuant to this Indenture and shall be:
(a) Lawful money of the United States of America, in an amount equal to the principal
amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which
are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been
given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the
giving of such notice, the amount to be deposited or held shall be the principal amount of such Bonds,
premium, if any, and all unpaid interest thereon to the redemption date; or
(b) Noncallable defeasance obligations (described in paragraph A of the definition of
Permitted Investments), the principal of, premium, if any, and interest on which when due will provide
money sufficient to pay the principal of and all unpaid interest to maturity, or to the redemption date, as
the case may be, on the Bonds to be paid or redeemed, as such principal and interest become due,
provided that in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall
have been made for the giving of such notice; provided, in each case, that the Trustee shall have been
irrevocably instructed (by the terms of this Indenture or by Written Request of the Authority) to apply
such funds to the payment of such principal and interest with respect to such Bonds.
Section 10.04. Payment of Bonds After Discharee of Indenture. Notwithstanding any
provisions of this Indenture, any moneys held by the Trustee in trust for the payment of the principal of,
or interest on, any Bonds (other than amounts provided by Treasurer) and remaining unclaimed for two
(2) years, after the principal of all of the Bonds has become due and payable (whether at maturity or upon
call for redemption or by acceleration as provided in this Indenture), if such moneys were so held at such
date, or two (2) years after the date of deposit of such moneys if deposited after said date when all of the
Bonds became due and payable, shall be repaid to the Authority free from the trusts created by this
Indenture and the applicable Supplemental Indenture, and all liability of the Trustee, as applicable, with
respect to such moneys shall thereupon cease; provided, however, that before the repayment of such
moneys to the Authority as aforesaid, the Trustee shall at the Written Request of the Authority and at the
cost of the Authority, mail, by first class mail, postage prepaid, to the Owners of Bonds which have not
yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may
be deemed appropriate by the Trustee, as applicable, with respect to the Bonds so payable and not
presented and with respect to the provisions relating to the repayment to the Authority of the moneys held
for the payment thereof.
ARTICLE XI
ARTICLE XII
MISCELLANEOUS
Section 12.01. Liability of Authority Limited to Revenues. Notwithstanding anything in this
Indenture or in the Bonds contained, neither the Authority, nor any member thereof, shall be required to
advance any moneys derived from any source other than the Revenues and other assets pledged under this
Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal or
interest on the Bonds or for any other purpose of this Indenture. Nevertheless, the Authority may, but
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shall not be required to, advance for any of the purposes hereof any funds of the Authority which may be
made available to it for such purposes.
Section 12.02. Successor Is Deemed Included in All References to Predecessor. Whenever in
this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed
to include the successors or assigns thereof, and all the covenants and agreements in this Indenture
contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the
respective successors and assigns thereof whether so expressed or not.
Section 12.03. Limitation of Riehts to Parties and Bond Owners. Nothing in this Indenture
or in the Bonds expressed or implied is intended or shall be construed [o give to any Person other than the
Authority, the Trustee, the Community Facilities District, and the Owners of the Bonds, any legal or
equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or
provision therein or herein contained; and all such covenants, conditions and provisions are and shall be
held to be for the sole and exclusive benefit of the Authority, the Trustee, the Community Facilities
District, and the Owners of the Bonds.
Section 12.04. Destruction of Bonds. Whenever in this Indenture provision is made for the
cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu of
such cancellation and delivery, destroy such Bonds as may be allowed by law, and upon the Written
Request of the Authority deliver a certificate of such destruction to the Authority.
Section 12.05. Severability of Invalid Provisions. If any one or more of the provisions
contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or
unenforceable in any respect, then such provision or provisions shall be deemed severable from the
remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall
not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it
would have entered into this Indenture and each and every other Section, subsection, paragraph, sentence,
clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact
that any one or more Sections, subsections, paragraphs, sentences, clauses or phrases of this Indenture
may be held illegal, invalid or unenforceable.
Section 12.06. Notices. All notices or communications herein required or permitted to be given
to the Authority or the Trustee shall be in writing and shall be deemed to have been sufficiently given or
served for all purposes by being delivered or sent by facsimile or by being deposited, postage prepaid, in a
post office letter box, addressed as follows:
If to the Authority: Rancho Cucamonga Public Finance Authority
If to the Trustee: Wells Fargo Bank, National Association
Los Angeles, CA
Section 12.07. Waiver of Notice: Requirement of Mailed Notice. Whenever in this Indenture
the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing
by the Person entitled to receive such notice and in any such case the giving or receipt of such notice shall
not be a condition precedent to the validity of any action taken in reliance upon such waiver. Whenever
in this Indenture any notice shall be required to be given by mail, such requirement shall be satisfied by
the deposit of such notice in the United States mail, postage prepaid, by first class mail.
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Section 12.08. Evidence of Riehts of Bond Owners. Any request, consent or other instrument
required or permitted by this Indenture to be signed and executed by Bond Owners may be in any number
of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bond
Owners in Person or by an agent or agents duly appointed in writing. Proof of the execution of any such
request, consent or other instrument or of a writing appointing any such agent, or of the holding by any
person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be
conclusive in favor of the Trustee and the Authority if made in the manner provided in this Section.
The fact and date of the execution by any Person of any such request, consent or other instrument
or writing may be proved by the certificate of any notary public or other officer of any jurisdiction,
authorized by the laws thereof to take acknowledgments of deeds, certifying that the Person signing such
request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a
witness of such execution duly sworn to before such notary public or other officer.
The ownership of registered Bonds shall be proved by the Registration Books. Any request,
consent, or other instrument or writing of the Owner of any Bond shall bind every future Owner of the
same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of
anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance
thereon.
Section 12.09. Money Held for Particular Bonds. The money held by the Trustee for the
payment of the interest, principal or premium due on any date with respect to particular Bonds (or
portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending
such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled
thereto, subject, however, to the provisions of Section 10.04 but without any liability for interest thereon.
Section 12.10. Unclaimed Monevs. Anything in this Indenture to the contrary notwithstanding,
any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds which remain
unclaimed for two (2) years after the date when such bonds have become due and payable, either at their
stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such
date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said
date when such Bonds become due and payable, shall be repaid by the Trustee to the Authority, as its
absolute property and free from trust, and the Trustee shall thereupon be released and discharged with
respect thereto and the Bond Owners shall look only to the Authority for the payment of such Bonds;
provided, however, that before being required to make such payment to the Authority, the Trustee shall, at
the expense of Authority, cause to be mailed to the Owners of all such Bonds, at their respective
addresses appearing on the Bond Register, a notice that said moneys remain unclaimed and that, after a
date in said notice, which date shall not be less than thirty (30) days after the date of mailing such notice,
the balance of such moneys then unclaimed_will be returned to the Authority.
Section 12.11. Funds and Accounts. Any fund or account required by this Indenture to be
established and maintained by the Trustee may be established and maintained in the accounting records of
the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof
and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such
records with respect to all such funds and accounts shall at all times be maintained in accordance with
industry standards to the extent practicable, and with due regard for the requirements of Section 6.05 and
for the protection of the security of the Bonds and the rights of every Owner thereof.
Section 12.12. Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver
under this Indenture, Bonds which are known by the Trustee to be owned or held by or for the account of
the Authority, or by any other obligor on the Bonds, or by any Person directly or indirectly controlling or
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controlled by, or under direct or indirect common control with, the Authority or any other obligor on the
Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination.
Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes
of this Section if the pledgee shall certify to the Trustee the pledgee's right to vote such Bonds and that
the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect
common control with, the Authority or any other obligor on the Bonds. In case of a dispute as to such
right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.
Section 12.13. Determination of Percentage of Bond Owners. Whenever in this Indenture the
consent, direction or other action is required or permitted to be given or taken by a percentage of the
Owners of an aggregate principal amount of Bonds Outstanding (including the owners of a majority in
aggregate principal amount of the Bonds Outstanding), such percentage shall be calculated on the basis of
the principal amount of the Outstanding Bonds.
Section 12.14. Payment on Non-Business Days. In the event any payment is required to be
made hereunder on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day.
Section 12.15. Waiver of Personal Liability. No member, officer, agent or employee of the
Authority shall be individually or personally liable for the payment of the principal of or premium or
interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance
thereof, but nothing herein contained shall relieve any such member, officer, agent or employee from the
performance of any official duty provided by law or by this Indenture.
Section 12.16. Execution in Several Counterparts. This Indenture may be executed in any
number of counterparts and each of such counterparts shall for all purposes be deemed to be an original;
and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed,
shall together constitute but one and the same instrument.
Section 12.17. Governing Laws. This Indenture shall be governed by and construed in
accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
has caused this Indenture to be signed in its name by its Executive Director, and WELLS FARGO
BANK, N.A., in token of its acceptance of the trusts created hereunder, has caused this Indenture to be
signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above
written.
RANCHO CUCAMONGA PUBLIC FINANCE
AUTHORITY
By:
Executive Director
WELLS FARGO BANK, N.A., as Trustee
By:.
Authorized Officer
60285.00017\7021434.1 S_ I
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EXHIIIIT A
FORM OF BOND
REGISTERED
R-
REGISTERED
NEITHER THE PAYMENT OF THE PRINCII'AL OR ANY PART THEREOF NOR ANY
INTEREST THEREON CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE
CITY OF RANCHO CUCAMONGA OR THE REDEVELOPMENT AGENCY OF THE CITY OF
RANCHO CUCAMONGA, WHICH _ ARE MEMBERS OF THE RANCHO CUCAMONGA
PUBLIC FINANCE AUTHORITY.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
SECURITIES DEPOSITORY (AS DEFINED IN THE INDENTURE OF TRUST) TO THE
TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
SPECIAL TAX REFUNDING REVENUE BOND,
SERIES 2011
INTEREST RATE
REGISTERED OWNER:
PRINCIPAL SUM: ***
MATURITY DATE
September 1,
CEDE & CO.
DATED DATE CUSIP
DOLLARS***
The RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY (the "Authority"), a joint
powers authority created pursuant to the provisions of Articles 1 through 4 (Commencing with Section
6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the "Law"), for
value received, hereby promises to pay (but only out of the Revenues and other assets pledged therefor as
hereinafter mentioned) to the Registered Owner stated above or registered assigns (the "Owner"), on the
Maturity Date stated above (subject to any right of prior redemption hereinafter mentioned), the Principal
Sum stated above, in lawful money of the United States of America; and to pay interest thereon in like
lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of
authentication of this Bond (unless this Bond is authenticated after a Record Date (as hereinafter defined)
and on or prior to the next succeeding Interest Payment Date, in which even[ it shall bear interest from
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such Interest Payment Date, or unless this Bond is authenticated on or before February I5, 2008, in which
event it shall bear interest from the Dated Date stated above) until payment of such Principal Sum shall be
discharged as provided in the Indenture hereinafrer mentioned, at the Interest Rate per annum stated
above, payable semiannually on each September 1 and March 1 (each an "Interest Payment Date,"),
commencing September I, 2012. The principal (or redemption price) hereof is payable upon presentation
and surrender of this Bond at the corporate trust office of Wells Fargo Bank, National Association, as
trustee (the "Trustee"), in Los Angeles, California (or such other office designated by the Trustee, herein
called the "Principal Office" of the Trustee). Interest hereon is payable by check of the Trustee mailed by
first class mail on each Interest Payment Date to the Owner as of the fifteenth (15th) day of the month
preceding each Interest Payment Date (the "Record Date") at the address shown on the Registration
Books maintained by the Trustee or, upon written request filed with the Trustee prior to the fifteenth
(15th) day preceding the applicable Interest Payment Date by an Owner of at least $1,000,000 in
aggregate principal amount of the Bonds, by wire transfer in immediately available funds to an account in
the United States of America designated by such Owner in such written request.
This Bond is one of a duly authorized issue of bonds of the Authority designated as the "Rancho
Cucamonga Public Finance Authority Special Tax Refunding Revenue Bonds, Series 2011 (the "Bonds"),
in the aggregate principal amount of $ pursuant to the provisions of the Marks-Roos Local
Bond Pooling Act of 1985, being Article 4 of the Law (commencing with Section 6584) (the "Bond
Law"), and pursuant to an Indenture of Trust, dated as of December 1, 2011 by and between the Authority
and the Trustee (the "Indenture"), issued for the purpose of providing funds for the purchase of the
Special Tax Refunding Bonds issued to defease and refund the Prior Special Tax Bonds (as such terms
are defined in the Indenture).
Reference is hereby made to the Indenture (copies of which are on file at said office of the
Trustee) and all indentures supplemental thereto and to the Bond Law for a description of the rights
thereunder of the Owners of the Bonds, of the nature and extent of the security, of the rights, duties and
immunities of the Trustee and of the rights and obligations of the Authority thereunder. The Owner of
this Bond, by acceptance hereof, assents and agrees to all the provisions of the Indenture. Unless
otherwise specified herein or the context requires otherwise, capitalized terms used herein shall have the
meanings given to such [enns in the Indenture.
The Bonds and the interest thereon are payable from Revenues (as such term is defined in the
Indenture) derived primarily from payments made by the Community Facilities District (as such term is
defined in the Indenture) with respect to Special Tax Refunding Bonds acquired with the proceeds of the
Bonds, and are secured by a pledge and assignment of said Revenues and of amounts (including proceeds
of the sale of the Bonds) held in the funds and accounts established pursuant to the Indenture (excluding
the Residual Account and Rebate Fund, as each of these terms are defined in the Indenture), subject only
to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and
conditions set forth in the Indenture. The Bonds are special obligations of the Authority and are not a lien
or charge upon the funds or property of the Authority, except to the extent of the aforesaid pledge and
assignment. The Bonds are not a debt of the Community Facilities Districts, the City, or the State of
California and said State is not liable for the payment thereof. The Authority has no taxing power.
The Bonds shall be subject to redemption on any Interest Payment Date, prior to maturity, as a
whole or in part from such maturities, as are selected by the Authority, from the Principal Prepayments at
the following redemption prices (expressed as percentages of the principal amount of the Bonds to be
redeemed), together with accrued interest thereon to the date of redemption:
Redemption Date Redemption Price
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September 1, 2011 through March 1, 20_ 10_%
September 1, 20_ and March 1, 20_ 10_%
September 1, 20_ and any Interest Payment Date thereafter 100%
The Bonds are subject, at the option of the Authority, to call and redemption from any available
source of funds prior to their stated maturity on any lnterest Payment Date on or after September 1, 20_,
as a whole or in part, and by lot, as described below, at a redemption price equal to the principal amount
of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption.
The Bonds maturing on September I, 20 are subject to mandatory redemption in part by lot, on
September 1 in each year commencing September 1, 20 from mandatory sinking payments made by the
Authority into the Principal Account pursuant to the Indenture, at a redemption price equal to the
principal amount thereof to be redeemed, without premium, plus accrued interest thereon to the date of
redemption.
SCHEDULE OF MANDATORY SINKING PAYMENT REDEMPTIONS
Bonds Maturing September 1, 20_
Principal
Year Amount
Notice of redemption shall be mailed by first class mail, postage prepaid, not less than thirty (30)
nor more than sixty (60) days prior to the redemption date, to the respective Owners of any Bonds
designated for redemption at their addresses appearing on the Bond Registration Books held by the
Trustee. Each notice of redemption shall state the redemption date, the place or places of redemption, and
the CUSIP numbers and the bond numbers of the Bonds to be redeemed, and in the case of Bonds to be
redeemed in part only, the respective multiples of $5,000 of the principal amount or Maturity Amount, as
applicable, thereof to be redeemed. Each such notice shall also state that on said date there will become
due and payable on each of said Bonds the principal amount relating thereto or of said specified portion of
the principal thereof in the case of a Bond to be redeemed in part only, plus accrued interest, if any, plus a
premium, if any, and that from and after such redemption date, interest thereon shall cease to accrue, and
shall require that such Bonds be then surrendered at the Principal Office of the Trustee. Neither the
failure of any Owner to receive any notice so mailed nor any defect therein shall affect the sufficiency of
the proceedings for redemption of any Bonds nor the cessation of accrual of interest thereon.
. The Bonds are issuable as fully registered bonds in the minimum denomination of $5,000 each or
any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided
in the Indenture, Bonds may be exchanged, at the Principal Office of the Trustee, for a like aggregate
principal amount of Bonds of the same interest rate and of other authorized denominations.
This Bond is transferable by the Owner hereof, in person or by his attorney duly authorized in
writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon
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payment of the charges, if any, provided in the Indenture, and upon surrender and cancellation of this
Bond. Upon such transfer, a new Bond or Bonds, of authorized denomination or denominations, for the
same aggregate principal amount, will be issued to the transferee in exchange therefor. The Trustee shall
not be required to register the transfer or exchange of any Bond (i) during the period established by the
Trustee for selection of Bonds for redemption, or (ii) selected for redemption. The Authority and the
Trustee may treat the Owner hereof as the absolute owner hereof for all purposes, and the Authority and
the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority and of the Owners of the Bonds and
of the Trustee may be modified or amended from time to time and at any time in the manner, to the
extent, and upon the terms provided in the Indenture; provided that no such modification or amendment
shall: (i) extend the fixed maturity of this Bond, or reduce the amount of principal hereof, or reduce the
rate of interest hereon, or extend the time of payment of interest hereon, or reduce any premium payable
upon the redemption hereof, without the consent of the Owner hereof; or (ii) reduce the percentage of
Bonds the consent of the Owners of which is required to effect any such modification or amendment; or
(iii) permit the creation of any lien on the Revenues and other assets pledged as security for the Bonds
prior to or on a parity with the lien created by the Indenture, or deprive the Owners of the Bonds of the
lien created by the Indenture on such Revenues and other assets (except as expressly provided in the
indentures), without the consent of the Owners of all Bonds then Outstanding, all as more fully set forth
in the Indenture.
The Authority may issue Parity Bonds under the Indenture secured by and payable from a lien
and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other
Parity Bonds on Revenues and other amounts (including proceeds of the sale of such bonds) held in any
fund and account established pursuant to the Indenture or any applicable Supplemental Indenture (other
than the Reserve Fund established for any other Series of Parity Bonds, the Residual Account and the
Rebate Fund) only for the purpose of financing the acquisition of Additional Special Tax Refunding
Bonds and subject to the requirements set forth in the Indenture.
It is hereby certified and recited by the Authority that any and all conditions, things and acts
required to exist, to have happened and to have been performed precedent to and in the issuance of this
Bond do exist, have happened and have been performed in due time, form and manner as required by the
Bond Law, and by the Constitution and laws of the State of California; and that the amount of this Bond,
together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Bond
Law, or by the Constitution and laws of the State of California, and is not in excess of the amount of
Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under [he Indenture, or become valid or obligatory
for any purpose, until the Trustee's Certificate of Authentication hereon endorsed shall have been signed
by the Trustee.
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IN WITNESS WHEREOF, the Rancho Cucamonga Public Finance Authority has caused this
Bond to be executed in its name and on its behalf by the facsimile signature of the Chairman of the
Authority and attested to by the facsimile signature of the Secretary of the Authority, all as of the Dated
Date stated above.
RANCHO CUCAMONGA PUBLIC FINANCE
AUTHORITY:
By:
ATTEST:
By:
A-5
Chairman
Secretary
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FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within mentioned Indenture, which has been
authenticated on the date set forth below.
Date of Authentication:
UNION BANK OF CALIFORNIA, as Trustee:
Authorized Signatory
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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
the within mentioned registered Bond and hereby
irrevocably constitute(s) and appoint(s)
said Bond on the books of
of substitution in the premises.
Dated:
Signature Guaranteed:
attorney, to transfer
as Trustee, with full power
NOTE: Signature(s) must be guaranteed by an NOTE: The signature on this Assignment must
authorized guarantor institution correspond with the name(s) as written on the face of
the within Bond in every particular without alteration
or enlargement or any change whatsoever
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EXHIBIT B
PERMITTED INVESTMENTS
"Permitted Investments" means any of the investments listed below that at the time of investment are
legal inveshnents under the laws of the State of California for the moneys proposed to be invested therein
(provided that the Trustee shall have no duty to investigate the legality of any inveshnents):
A. The following obligations may be used for all purposes, including defeasance investments:
(1) Cash (insured at all times by the Federal Deposit Insurance Corporation).
(2) Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any
agency or instrumentality thereof, when such obligations are backed by the full faith and
credit of the U.S. including:
(a) U.S. treasury obligations,
(b) all direct or fully guaranteed obligations,
(c) Farmers Home Administration,
(d) General Services Administration,
(e) Guaranteed Title XI financing,
(f) Government National Mortgage Association (GNMA),
(g) Stale and Local Government Series.
Any security used for defeasance must provide for the timely payment of principal and interest
and cannot be callable or pre-payable prior to maturity or earlier redemption of the rated debt (excluding
securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at
maturity or call date).
B. The following obligations may be used as for all purposes other than defeasance investments
in refunding escrow accounts:
(1) Obligations of any of the following federal agencies which obligations represent the full
faith and credit of the United States of America, including:
(a) Export-Import Bank,
(b) Rural Economic Community Development Administration,
(c) U.S. Maritime Administration,
(d) Small Business Administration,
(e) U.S. Department of Housing & Urban Development (PHAs),
(f) Federal Housing Administration,
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60285.000177021434.1
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(g) Federal Financing Bank.
(2) Direct obligations of any of the following federal agencies which obligations are not fully
guaranteed by the full faith and credit of the United States of America:
(a) senior debt obligations issued by the Federal National Mortgage Association
(FNMA) or Federal Home Loan Mortgage Corporation (FHLMC);
(b) obligations of the Resolution Funding Corporation (REFCORP);
(c) senior debt obligations of the Federal Home Loan Bank System.
(3) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with
domestic commercial banks which have a rating on their short term certificates of deposit
on the date of purchase of "P-1" by Moody's and "A-I" or "A-1+" by S&P and maturing
not more than 360 calendar days after the date of purchase. (Ratings on holding
companies are not considered as the rating of the bank).
(4) Commercial paper which is rated at the time of purchase in the single highest
classification, "P-1" by Moody's and "A-1+" by S&P and which matures not more than
270 calendar days after the date of purchase.
(5) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P
including funds for which the Trustee or an affiliate provides investment advice or other
services.
(6) Pre-refunded municipal obligations defined as follows: any bonds or other obligations of
any state of the United States of America or of any agency, instrumentality or local
governmental unit of any such state which are not callable at the option of the obligor
prior to maturity or as to which irrevocable instructions have been given by the obligor to
call on the date specified in the notice:
(a) which are rated, based on an irrevocable escrow account or fund (the "escrow"),
in the highest rating category of Moody's or S&P or any successors thereto; or
(b) (i) which are fully secured as to principal and interest and redemption premium,
if any, by an escrow consisting only of cash or obligations described in A.(2)
above, which escrow may be applied only to the payment of such principal of
and interest and redemption premium, if any, on such bonds or other obligations
on the maturity date or dates thereof or the specified redemption date or dates
pursuant to such irrevocable instructions, as appropriate; and (ii) which escrow is
sufficient, as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, if any, on
the bonds or other obligations described in this paragraph on the maturity date or
dates specified in [he irrevocable instructions referred to above, as appropriate.
(7) Municipal obligations rated "Aaa/AAA" or general obligations of States with a rating of
"A2/A" or higher by both Moody's and S&P.
(8) Investment in the Local Agency Investment Fund of the State of California (LAIF),
provided that any investment of the type authorized pursuant to paragraphs (d), (e), (h),
and (i) of Section 53601 of the California Government Code are additionally restricted as
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60285.000177021434.1
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provided in the appropriate paragraph or paragraphs above applicable to such type of
investment and provided further that investments authorized pursuant to paragraphs (r)
and (m) of Section 53601 of the California Government Code are not permitted.
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60285.0001 77021434.1
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FISCAL AGENT AGREEMENT
by and between
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2000-O1
(SOUTH ETIWANDA)
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Fiscal Agent
Dated as of December 7, 2011
Relating to;
City of Rancho Cucamonga
Community Facilities District No. 2000-O1 (South Etiwanda)
Special Tax Refunding Bonds, Series 2011
6ozss.ooo rn~oz i asz. i
P245
FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as
of December 1, 2011, by and between the City of Rancho Cucamonga Community Facilities
District No. 2000-O1 (South Etiwanda) (the "District"), a community facilities district, organized
and existing under and by virtue of the laws of the State of Califomia, and Wells Fargo Bank,
National Association, a national banking association organized and existing under the laws of the
United States of America, as fiscal agent (the "Fiscal Agent").
WITNESSETH:
WHEREAS, the City Council of the City of Rancho Cucamonga (the "City") has formed
the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as
amended (Section 53311 et seq. of the California Government Code) (the "Act") and Resolution
No. 00-235 of the City Council adopted on November 1, 2000;
WHEREAS, the City Council is authorized under the Act and pursuant to Ordinance No.
645 to levy special taxes to pay for the costs of facilities provided by the District;
WHEREAS, under the provisions of the Act, on November 1, 2000, the City Council,
acting as the legislative body of the District, adopted Resolution No. 00-236 which resolution,
among other matters, expressed the determination of the City Council of the necessity to issue
special tax bonds in the maximum aggregate principal amount of $2,750,000 for the District
secured by the special taxes;
WHEREAS, on December 6, 2000, the City Council adopted Resolution No: 00-239 (the
"Resolution") authorizing the issuance and sale of bonds for the District pursuant to the Bond
Indenture, dated as of November 1, 2000 (the "Prior Bond Indenture"), by and between the
District and Wells Fargo Bank, National Association, as fiscal agent, designated the "City of
Rancho Cucamonga Community Facilities District No. 2000-01 (South Etiwanda) Special Tax
Bonds, Series 2000" (the "Prior Special Tax Bonds"), for the purpose of funding the acquisition,
rehabilitation and construction of certain public improvements (defined in the Prior Bond
Indenture as the "Project");
WHEREAS, on December 12, 2000 the Prior Special Tax Bonds in the principal amount
of $1,365,000 were issued;
WHEREAS, on , 2011, the City Council adopted Resolution No. 2011-
(the "Resolution of Issuance") authorizing the issuance and sale of bonds of the District
pursuant to this Agreement designated "City of Rancho Cucamonga Community Facilities
District No. 2000-01 (South Etiwanda) Special Tax Refunding Bonds, Series 2011" (the
"Bonds"), for the purpose of financing the defeasance and refunding of the Prior Special Tax
Bonds;
WHEREAS, it is in the public interest and for the benefit of the City, the District, the
persons responsible for the payment of special taxes and the owners of the Bonds that the District
60285.00017\7021482.1
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enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds
of the Bonds, the disposition of the special taxes securing the Bonds, and the administration and
payment of the Bonds;
WHEREAS, all things necessary to cause the Bonds, when authenticated by the Fiscal
Agent and issued as provided in the Act, the Resolution and this Agreement, to be legal, valid
and binding and limited obligations in accordance with their terms, and all things necessary to
cause the creation, authorization, execution and delivery of this Agreement and the creation,
authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all
respects been duly authorized;
NOW, THEREFORE, that in order to secure the payment of the principal of, premium,
if any, and the interest on all Bonds at any time issued and outstanding under this Agreement,
according to their tenor, and to secure the performance and observance of all the covenants and
conditions therein and herein set forth, and to declare the terms and conditions upon and subject
to which the Bonds are to be issued and received, and in consideration of the premises and of the
mutual covenants herein contained and of the purchase and acceptance of the Bonds by the
holders thereof, and for other valuable considerations, the receipt of which is hereby
acknowledged, the District does hereby covenant and agree with the Fiscal Agent, for the benefit
of the respective holders from time to time of the Bonds, as follows:
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant
to the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the City and the District shall be
for the equal benefit, protection, and security of the Owners from time to time. In consideration
of the acceptance of the Bonds by the Owners thereof, this Agreement shall be deemed to be and
shall constitute a contract between the District and the Owners; and the covenants and
agreements herein set forth to be performed by the District shall be for the equal and
proportionate benefit, security, and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any of the Bonds over any of the others by
reason of the number or date thereof or the time of sale, execution, or delivery thereof, or
otherwise for any cause whatsoever, except as expressly provided therein or herein. All of the
Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement.
The Fiscal Agent may become the Owner of any of the Bonds in its own or any other
capacity with the same rights it would have if it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and
60285.00017\7021482.1 2
P247
of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All capitalized terms not otherwise defined herein shall have the meanings given to
such terms in the Authority Indenture. All references herein to "Articles," "Sections" and other
subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and
the words "herein," "hereof," "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or subdivision hereof.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 5331 I et seq. of the California Government Code.
"Administrative Expense Fund" means the fund by that name established by Section
3.04A hereof.
"Administrative Expenses" means any or all of the following: the fees and expenses of
the Fiscal Agent (including the fees and expenses of its counsel), the expenses of the City or the
District in carrying out its duties hereunder (including, but not limited to, the levying and
collection of the Special Taxes, complying with the disclosure provisions of the Act, the
Continuing Disclosure Agreement and this Agreement, including those related to public inquiries
regarding the Special Tax and disclosures to Bondowners and the Original Purchaser); the costs
of the City and the District or their designees related to an appeal of the Special Tax; any costs of
the City and the District (including fees and expenses of counsel) to defend the first lien on and
pledge of the Special Taxes to the payment of the Bonds or otherwise in respect of litigation
relating to the District or the Bonds or with respect to any other obligations of the District; the
Proportionate Share of the Authority Administrative Expenses allocable to the Bonds, the
Proportionate Share of the salaries of City staff directly related to the carrying out by the City of
its obligations hereunder or under the Authority Indenture and a proportionate amount of City
general administrative overhead related thereto allocable to the Bonds; and all other costs and
expenses of the City, the District, and the Fiscal Agent incurred in connection with the discharge
of their respective duties hereunder, and in the case of the City, in any way related to the
administration of the District and all actual costs and expenses incurred in connection with the
administration of the Bonds.
"Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented
from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, and (ii) the principal amount of the Outstanding Bonds
scheduled to be paid in such Bond Year.
"Auditor" means the auditor/tax collector of the County of San Bernardino.
"Authority" means the Rancho Cucamonga Public Finance Authority and any successor
thereto.
"Authority Bonds" means any bonds outstanding under the Authority Indenture, which
are secured by payments to be made on the Bonds.
60285.00017\7021482. I
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"Authority Indenture" means that certain Indenture of Trust, dated as of December 1,
2011, by and between the Authority and the Authority Trustee, pursuant to which the Authority
Bonds are issued.
"Authority Trustee" means Wells Fargo Bank, National Association, or any successor
thereto appointed under the Authority Indenture.
"Authorized Officer" means the City Manager, Assistant City Manager, Director of
Finance, or City Clerk of the City, or any other officer or employee authorized by the City
Council of the City or by an Authorized Officer to undertake the action referenced in this
Agreement as required to be undertaken by an Authorized Officer.
"Bond Counsel" means (i) Best Best & Krieger LLP; or (ii) any attorney or firm of
attorneys acceptable to the District and nationally recognized for expertise in rendering opinions
as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.02A hereof.
"Bond Year" means the one-year period beginning on September 2 in each year and
ending on September 1 in the following year except that the first Bond Year shall begin on the
Closing Date and end on September 1, 2012.
"Bonds" means the City of Rancho Cucamonga Community Facilities District No. 2000-
01 (South Etiwanda) Special Tax Refunding Bonds, Series 2011, authorized by, and at any time
Outstanding pursuant hereto.
"Business Day" means a day which is not a Saturday, Sunday, or legal holiday on which
banking institutions in the State of California, or in any state in which the Principal Office of the
Trustee is located, or the New York Stock Exchange are closed. If any payment hereunder is due
on a day which is not a Business Day, such payment shall be made on the next succeeding
Business Day with the same effect as if made on such previous day.
"CDIAC" means the California Debt and Investment Advisory Commission of the office
of the State Treasurer of the State of California or any successor agency or bureau thereto.
"City" means the City of Rancho Cucamonga, California.
"City Council" means the City Council of the City, acting in its capacity as the
legislative body of the District.
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations promulgated, and applicable official public guidance published,
under the Code.
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P249
"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate
relating to the Authority Bonds, executed on the Closing Date by City, as originally executed and
as it may be amended from time to time in accordance with the teens thereof.
"County" means the County of San Bernardino, California.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
such period which relate to principal which has been retired before the beginning of such period.
"Defeasance Obligations" means those obligations described in paragraph A. of the
definition of Permitted Investments.
"District" means the City of Rancho Cucamonga Community Facilities District No.
2000-01 (South Etiwanda), formed pursuant to the Resolution of Formation.
"DTC" means the Depository Trust Company.
"Escrow Agent" means Wells Fargo Bank, National Association, acting as escrow agent
under the Escrow Agreement.
"Escrow Agreement" means that Escrow Agreement Deposit and Trust Agreement dated
as of December 1, 2011 among the District and the Escrow Agent relating to defeasance of the
Prior Special Tax Bonds.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of section 1273 of the Code) and,
otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in
accordance with applicable regulations under the Code; (ii) the investment is an agreement with
specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated
interest rate (for example, a guaranteed investment contract, a forward supply contract or other
investment agreement) that is acquired in accordance with applicable regulations under the Code;
(iii) the investment is a United States Treasury Security -State and Local Government Series that
is acquired in accordance with applicable regulations of the United States Bureau of Public Debt;
or (iv) any commingled investment fund in which the City and related parties do not own more
than a ten percent (10%) beneficial interest therein if the return paid by the fund is without
regard to the source of the investment.
"Fiscal Agent" means the Fiscal Agent appointed by the District and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and assigns,
and any other corporation or association which may at any time be substituted in its place, as
provided in Section 8.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
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"Independent Accountant" means any nationally recognized firm of certified public
accountants or firm of such accountants duly licensed or registered or entitled to practice and
practicing as such under the laws of the State, appointed by the City, and who, or each of whom:
(1) is in fact independent and not under domination of the Authority, the City
or the District;
(2) does not have any substantial interest, direct or indirect, with the
Authority, the City or the District; and
(3) is not connected with the Authority, the City or the District as an officer or
employee of the Authority, the City or the District, but who may be regularly retained to
make reports to the Authority, the City or the District.
"Independent Financial Consultant" means any financial consultant or firm of such
financial consultants appointed by the Authority and who, or each of whom:
(1) is judged by the City to have experience with respect to the financing of
public capital improvement projects;
(2) is in fact independent and not under the domination of the Authority, the
City, or the District;
(3) does not have any substantial interest, direct or indirect, with the
Authority, the City, or the District; and
(4) is not connected with the Authority, the City, or the District as an officer
or employee of the Authority, the City, or the District, but who may be regularly retained
to make reports to the Authority, the City, or the District.
"Interest Payment Dates" means September 1 and March 1 of each year, commencing
September 1, 2012.
"Investment Earnings" means all interest earned and any gains and losses on the
investment of moneys in any fund or account created by this Agreement.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Net Special Tax Revenues" means, for each Fiscal Year, all Special Tax Revenues
received by the District less an amount equal to the Priority Administrative Expenses Amount.
"Officer's Certificate" means a written certificate of the District or the City signed by an
Authorized Officer of the City.
"Ordinance" means an ordinance of the City levying the Special Taxes, including
Ordinance No. 645, adopted by the City Council on December 6, 2000.
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"Original Purchaser" means the Authority.
"Outstanding," means (subject to the provisions of Section 9.04), when used as of any
particular time with reference to Bonds, all Bonds except: (i) Bonds theretofore canceled by the
Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to
have been paid within the meaning of Section 10.01; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued, and delivered by the District
pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Penalties and Interest" means any penalties or interest in excess of the interest payable
on the Bonds collected in connection with delinquent Special Taxes.
"Penalties and Interest Account" means the account by that name within the Special Tax
Fund pursuant to Section 3.03D hereof.
"Permitted Investments" shall have the meaning given such term in the Authority
Indenture.
"Person" means an individual, corporation, firm, association, partnership, trust, or other
legal entity or group of entities, including a governmental entity or any agency or political
subdivision thereof.
"Prepayments" means Special Tax Revenues identified to the Fiscal Agent by an
Authorized Officer as representing a prepayment of the Special Tax pursuant to the RMA.
"Principal Office" means the principal corporate trust office of the Fiscal Agent as may
be designated from time to time by the Fiscal Agent in writing to the District initially set forth in
Section 11.06 hereof.
"Prior Bond Indenture" means the Bond Indenture, dated as of November 1, 2000, by and
between the District and Wells Fargo Bank, National Association, as fiscal agent, pertaining to
the Prior Special Tax Bonds.
"Prior Special Tax Bonds" means the outstanding City of Rancho Cucamonga
Community Facilities District No. 2000-O1 (South Etiwanda) Special Tax Bonds, Series 2000.
"Priority Administrative Expense Amount" means an annual amount equal to $ , or
such lesser amount as may be designated by written instruction from an Authorized Officer of
the District to be allocated as the first priority of Special Taxes received each Fiscal Year for the
payment of Administrative Expenses allocated to the Bonds.
"Project" shall have the meaning given such term in the Prior Bond Indenture.
"Proportionate Share" shall have the meaning given such term in the Authority Indenture.
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"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date.
"Reserve Fund" means the fund by that name established by Section hereof.
"Reserve Requirement" means an amount equal to $
"Resolution of Formation" means Resolution No. 00-235, adopted by the City Council on
November 1, 2000.
"Resolution of Issuance" shall have the meaning given such term in the recitals hereto.
"RMA" means the Rate and Method of Apportionment of the Special Tax for the District
approved by the qualified electors within the District at a special election held on November 7,
2000.
"Special Tax Refunding Bonds" shall have the meaning given such term in the Authority
Indenture.
"Special Tax Fund" means the fund by that name established by Section 3.03A hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the District
including any scheduled payments and any prepayments thereof, interest thereon and proceeds of
the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes
to the amount of said lien and interest and penalties thereon. Notwithstanding the foregoing,
"Special Tax Revenues" does not include Penalties and Interest.
"Special Taxes" means the special taxes levied within the District pursuant to the Act, the
RMA, the Ordinance, and this Agreement.
"Supplemental Agreement" means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the City Council under the Act and which
agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that
such agreement is specifically authorized hereunder.
"Treasurer" means the person who is acting in the capacity as treasurer or finance
director to the City or the designee of either such officer.
ARTICLE II
THE BONDS
Section 2.01. Principal Amounts; Designations. Bonds in the aggregate principal
amount of
are hereby authorized to be issued by the
District under and subject to the terms of the Resolution of Issuance and this Agreement, the Act
and other applicable laws of the State of California. The Bonds shall be designated "City of
Rancho Cucamonga Community Facilities District No. 2000-01 (South Etiwanda) Special Tax
Refunding Bonds, Series 2011." This Agreement constitutes a continuing agreement of the
60285.00017\7021482.1
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District with the Owners from time to time of the Bonds to secure the full payment of the
principal of, premium, if any, and interest on all such Bonds subject to the covenants, provisions,
and conditions herein contained.
Section 2.02. Terms of Bonds.
A. Form; Denominations. The Bonds shall be issued as fully registered bonds
without coupons in the denomination of $5,000 or any integral multiple thereof; provided,
however, one Bond from each maturity may be in an amount other than $5,000 or an integral
multiple thereof. The Bonds shall be lettered and numbered in a customary manner as
determined by the Fiscal Agent.
B. Date of the Bonds. The Bonds shall be dated the Closing Date.
C. Maturities, Interest Rates. The Bonds shall mature on the dates and shall bear
interest at the rates as follows:
Maturity Date Principal
(September l) Amount Coupon
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D. Interest. The Bonds shall bear interest at the rates set forth above payable five (5)
days preceding the Interest Payment Dates in each year. Interest shall be calculated on the basis
of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the
Interest Payment Date next preceding the date of authentication thereof unless (i) it is
authenticated on an Interest Payment Date, in which event it shall bear interest from such date of
authentication; or ~(ii) it is authenticated prior to an Interest Payment Date and after the close of
business on the Record Date preceding such Interest Payment Date, in which event it shall bear
interest from such Interest Payment Date; or (iii) it is authenticated prior to the Record Date
preceding the first Interest Payment Date, in which event it shall bear interest from the Closing
Date; provided, however, that if at the time of authentication of a Bond, interest is in default
thereon, such Bond shall bear interest from the Interest Payment Date to which interest has
previously been paid or made available for payment thereon.
E. Method of Payment. Interest on the Bonds (including the final interest payment
upon maturity or earlier redemption) is payable by check or draft of the Fiscal Agent mailed at
least five (5) days preceding the Interest Payment Dates by first class mail to the registered
Owner thereof at such registered Owner's address as it appears on the registration books
maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest
Payment Date, or by wire transfer made on such Interest Payment Date upon instructions of any
Owner of $1,000,000 or more in aggregate principal amount of Bonds.
The principal of the Bonds and any premium on the Bonds are payable in lawful money
of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal
Agent.
All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the
Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of
destruction thereof to the District.
Section 2.03. Redemption.
A. Optional Redemption. The Bonds maturing on or after September 1, may be
redeemed at the option of the District from any source of funds other than prepayment of Special
Taxes, prior to their stated maturity, as a whole or in part (in integral multiples of $5,000) on any
Interest Payment Date on or after September 1, ,from such maturities as are selected by the
District, and by lot within a maturity, at a redemption price equal to the principal amount of the
Bonds or portions thereof to be redeemed, together with accrued interest thereon to the date fixed
for redemption.
Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Refunding Obligations is adequate to make the timely payment of principal, including mandatory
sinking fund payments, and interest due on the Authority Bonds that will remain outstanding
60285.00017\7021482.1 ~ Q
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following the corresponding redemption of the Authority Bonds resulting from such optional
redemption of the Bonds.
B. Mandatory Redemption from the Prepayment of Special Taxes. The Bonds shall
be subject to redemption on any Interest Payment Date, prior to maturity, as a whole or in part
from such maturities, as are selected by the District, from the prepayment of Special Taxes at the
following redemption prices (expressed as percentages of the principal amount of the Bonds to
be redeemed), together with accrued interest thereon to the date of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ 10
1, 20 and 1, 20 10
1, 20 and on any Interest
Payment Date thereafter 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
C. Purchase In Lieu of Redemption. In lieu of redemption under Section 2.03A or
2.03B, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase
of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate
requesting such purchase, at public or private sale as and when, and at such prices (including
brokerage and other charges) as such Officer's Certificate may provide, but in no event may
Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to
the date of purchase, unless a greater purchase price is permitted under the Act and the District
determines that it will have sufficient amounts in the Bond Fund, following such purchase, to
pay Debt Service on the Bonds.
D. Notice to Fiscal Agent. The District shall give the Fiscal Agent written notice of
its intention to redeem Bonds pursuant to Section 2.03A or 2.03B not less than sixty (60) days
prior to the applicable redemption date, unless such notice shall be waived by the Fiscal Agent,
unless the Fiscal Agent agrees to a shorter period.
E. Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of
any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the respective registered
Owners of any Bonds designated for redemption, at their addresses appearing on the Bond
registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a
condition precedent to such redemption and failure to mail or to receive any such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.
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Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding Bonds are to be called for redemption, shall designate the Bond numbers
of the Bonds to be redeemed by giving the individual Bond number of each Bond to be redeemed
or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be
redeemed or that all of the Bonds of one or more maturities have been called for redemption,
shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall
require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for
redemption at the said redemption price, and shall state that further interest on such Bonds will
not accrue from and after the redemption date. The cost of mailing any such redemption notice
and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the
District.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall, to the extent practicable, bear the Bond number
identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or
other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from
all Bonds or such given portion thereof not previously called for redemption, among maturities
as specified by the District in a written certificate delivered to the Fiscal Agent, and by lot within
a maturity in any manner which the District in its sole discretion shall deem appropriate and fair.
In providing such certificate, the District shall provide for the redemption of Bonds such that the
remaining Debt Service payable on the Bonds shall remain level as possible.
Upon surrender of Bonds redeemed in part only, the District shall execute and the Fiscal
Agent shall authenticate and deliver to the registered Owner, at the expense of the District, a new
Bond or Bonds, of the same Series and maturity, of authorized denominations in aggregate
principal amount equal to the unredeemed portion of the Bond or Bonds.
F. Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so
called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall
cease to be entitled to any benefit under this Agreement other than the right to receive payment
of the redemption price, and no interest shall accrue thereon on or afer the redemption date
specified in such notice.
All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be
canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon
written request of the District, issue a certificate of destruction thereof to the District.
Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the forms,
respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein,
with necessary or appropriate variations, omissions and insertions, as permitted or required by
this Agreement, the Resolution, and the Act. The Bonds of any other Series and the form of the
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certificate of authentication and assignment to appear thereon shall be in such form or forms as
may be specified in the Supplemental Agreement creating such Series of Bonds.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
District by the manual or facsimile signatures of the Mayor and City Clerk, who aze in office on
the date of adoption of this Agreement or at any time thereafter. The Bonds shall then be
delivered to the Trustee for authentication. If any officer whose signature appears on any Bond
ceases to be such officer before delivery of the Bonds to the Owner, such signature shall
nevertheless be as effective as if the officer had remained in office until the delivery of the
Bonds to the Owner. Any Bond may be signed and attested on behalf of the District by such
persons as at the actual date of the execution of such Bond shall be the proper officers of the
District although at the nominal date of such Bond any such person shall not have been such
officer of the District.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory
for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the
person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and
of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal
Agent in connection with any such exchange shall be paid by the District. The Fiscal Agent shall
collect from the Owner requesting such exchange any tax or other governmental chazge required
to be paid with respect to such exchange.
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No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds which books shall
show the number, date, amount, rate of interest and last known Owner of each Bond and shall at
all times be open to inspection by the District or the City during regular business hours upon
reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The District and the Fiscal Agent will treat the Owner of any Bond whose name appears
on the Bond register as the absolute Owner of such Bond for any and all purposes, and the
District and the Fiscal Agent shall not be affected by any notice to the contrary. The District and
the Fiscal Agent may rely on the address of the Bond Owner as it appears in the Bond register
for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the District, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the District upon
the same conditions and in substantially the same manner as the definitive Bonds. If the District
issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon
the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds
at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall
designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary
Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations.
Until so exchanged, the temporary bonds shall be entitled to the same benefits under this
Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the District, at the expense of the Owner of said Bond, shall execute, and the Fiscal
Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the
Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled
by it and destroyed by the Fiscal Agent, who shall deliver a certificate of destruction thereof to
the District. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or
theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and
indemnity for the District and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the
District, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and
deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond
so lost, destroyed or stolen. The District may require payment of a sum not exceeding the actual
cost of preparing each new Bond delivered under this Section and of the expenses which may be
incurred by the District and the Fiscal Agent for the preparation, execution, authentication and
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delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to
be lost, destroyed or stolen shall constitute an original additional contractual obligation on the
part of the District whether or not the Bond so alleged to be lost, destroyed or stolen is at any
time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of
this Agreement with all other Bonds issued pursuant to this Agreement.
Section 2.11. Type and Nature of the Bonds; Limited Obligation. Neither the faith
and credit nor the taxing power of the City, the State of California or any political subdivision
thereof other than the District is pledged to the payment of the Bonds. Except for the Special
Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are not general or
special obligations of the City nor general obligations of the District but are limited obligations
of the District payable solely from Net Special Tax Revenues. The District's limited obligation
to pay the principal of, premium, if any, and interest on the Bonds from the Net Special Tax
Revenues is absolute and unconditional, free of deductions and without any abatement, offset,
recoupment, diminution or set-off whatsoever. No Owner of the Bonds may compel the exercise
of the taxing power by the District (except as it pertains to the Special Taxes) or the City or the
forfeiture of any of their property. The principal of and interest on the Bonds and premiums upon
the redemption thereof, if any, are not a debt of the City, the State of California or any of its
political subdivisions except the District within the meaning of any constitutional or statutory
limitation or restriction. The Bonds are not a legal or equitable pledge, charge, lien, or
encumbrance upon any of the District's property, or upon any of its income, receipts or revenues,
except the Net Special Tax Revenues and amounts on deposit in the Special Tax Fund and.the
Bond Fund to the extent pledged hereunder which are, under the terms of this Agreement and the
Act, set aside for the payment of the Bonds and interest thereon and neither the members of the
legislative body of the District nor any persons executing the Bonds are liable personally on the
Bonds by reason of their issuance.
Section 2.12. Equality of Bonds and Pledge of Net Special Tax Revenues. Pursuant
to the Act and this Agreement, the Bonds shall be equally payable from the Net Special Tax
Revenues and other amounts in the Special Tax Fund without priority for number, date of the
Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and
principal of the Bonds and any premiums upon the redemption thereof, shall be exclusively paid
from the Net Special Tax Revenues and other certain other amounts in the Special Tax Fund,
which are hereby set aside for the payment of the Bonds. Amounts in the Special Tax Fund shall
constitute a trust fund held for the benefit of the Owners to be applied to the payment of the
interest on and principal of the Bonds and so long as any of the Bonds or interest thereon remain
Outstanding shall not be used for any other purpose, except as permitted by this Agreement.
Nothing in this Fiscal Agent Agreement shall preclude, subject to the limitations
contained hereunder, the redemption prior to maturity of any Bonds subject to call and
redemption and payment of said Bonds from proceeds of refunding bonds issued under the Act
as the same now exists or as hereafter amended, or under any other law of the State of California,
which shall be payable from Net Special Tax Revenues.
Section 2.13. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds
shall be issued in fully registered form in any denomination. The Bonds and any Parity Bonds of
each issue shall be numbered as desired by the Fiscal Agent.
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Section 2.14. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the prepayment or
redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of
this Agreement under Section 10.01 hereof.
Section 2.15. Additional Bonds. Other than for the purpose of refunding the Bonds, no
additional Bonds entitled to a lien on the Net Special Tax Revenues shall be issued hereunder.
Section 2.16. Validity of the Bonds. The validity of the authorization and issuance of
the Bonds shall not be affected in any way by any defect in any proceedings taken by the District
for the issuance and sale of the Bonds and the recital contained in the Bonds that the same are
issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of
their validity and the regularity of their issuance.
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of the Bonds. At any time afrer the execution of
this Agreement, the District may issue the Bonds in the aggregate principal amount set forth in
Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized Officers of the
District are hereby authorized and directed to deliver any and all documents and instruments
necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the
Resolution of Issuance and this Agreement and to do and cause to be done any and all acts and
things necessary or convenient for delivery of the Bonds to the Original Purchaser, upon
payment of the purchase price for the Bonds.
Section 3.02. Application of Proceeds of Sale of the Bonds and Transfers from the
Prior Special Tax Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser
(being $ equal to the par amount of $ minus the Original Purchaser's
discount of $ )shall be paid to the Fiscal Agent, who shall forthwith set aside, pay
over and transfer such proceeds on the Closing Date as follows:
A. $ shall be transferred to the Escrow Agent for deposit into the Escrow
Fund held by the Escrow Agent under the Escrow Agreement;
B. $ shall be deposited into the Reserve Fund; and
C. $ shall be transferred to the Authority Trustee for deposit into the
Costs of Issuance Fund held under the Authority Indenture.
On the Closing Date the following proceeds of the Prior Special Tax Bonds shall be
transferred to the Fiscal Agent, who shall forthwith deposit such proceeds on such Closing Date
as follows:
A. $ shall be deposited in the Administrative Expense Fund.
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Section 3.03. Special Tax Fund.
A. Establishment of Special Tax Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the "Special Tax Fund," to the credit of which the District or
the City, on behalf of the District, shall deposit, immediately upon receipt, all Special Tax
Revenue received by the District or the City, on behalf of the District. Moneys in the Special
Tax Fund, other than Penalties and Interest, shall be held by the Fiscal Agent for the benefit of
the District and the Owners of the Bonds, shall be disbursed as provided below and, pending any
disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
B. Disbursements of Special Tax Revenues. The Special Tax Revenues deposited in
the Special Tax Fund shall be held and, other than Special Tax Revenues representing
Prepayments, subsequently transferred to the following funds and accounts not later than the
dates and in the amounts set forth in the following paragraphs and in the following order of
priority:
1. to the District for deposit in Administrative Expense Fund an amount
equal to the Priority Administrative Expense Amount estimated to be due and payable during the
Fiscal Year;
2. not later than ten (10) Business Days prior to each Interest Payment Date,
to the Bond Fund:
a. the amount representing past due installments of principal, interest
and premium on the Bonds (including any interest thereon pursuant to the second
sentence of the second paragraph of Section 4.02B), if any, resulting from the
delinquency in the payment of such Special Taxes; and
b. an amount, taking into account any amounts then on deposit in the
Bond Fund (other than by reason of the preceding paragraph a.) such that the
amount in the Bond Fund equals the principal, premium, if any, and interest due
on the Bonds on the next Interest Payment Date;
3. no later than ten (10) Business Days prior to each Interest Payment Date,
to the Reserve Fund that amount, in addition to the amount transferred to the Bond Fund
pursuant to paragraph 2. above, necessary to replenish any draw on the Reserve Fund resulting
from the delinquency in the payment of scheduled debt service on the Bonds ;
4. on September 2 of each year after making the deposits and transfers
required under paragraphs 1 and 2 above and the transfer, if any, authorized under paragraph 3
above, upon receipt of written instructions from an Authorized Officer on or before the
preceding June 30, to the Authority Trustee the amount specified in such written instructions
necessary for the payment of the Proportionate Share of any rebate amount due and owing to the
United States of America by the Authority on the Authority Bonds;
5. on September 2 of each year after making the deposits and transfers
required under paragraphs 1 through 4 above, upon receipt of written instructions from an
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Authorized Officer, to the District for deposit in the Administrative Expense Fund the amount
specified in such written instructions necessary for payment of the estimated Administrative
Expenses projected to be due and payable in the next Fiscal Year, reimbursement of any
Administrative Expenses incurzed during the Fiscal Year ending on such June 30 or the
establishment or replenishment of a reasonable operating reserve within the Administrative
Expense Fund and not included in any prior transfer made pursuant to paragraph 1 and 4 above;
and
6. after September 2 of each year, after making the deposits and transfers
made pursuant to paragraphs 1 through 5 above, monies then on deposit in the Special Tax Fund
shall remain therein and shall be subsequently deposited or transferzed pursuant to the provisions
of paragraphs 1 through 5 above.
C. Transfer of Prepayments. Amounts constituting Prepayments shall be transferred
by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agent in a segregated account
within the Bond Fund designated as "Prepayment Account" and used to redeem Bonds pursuant
to paragraph 2 of Section 2.03B. Any such transfer of Prepayments shall be accompanied by
written instructions executed by the Treasurer or an Authorized Officer directing the Fiscal
Agent to place such Prepayments in the Prepayment Account.
D. Penalties and Interest. Amounts constituting Penalties and Interest shall be
transferred by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agentin a segregated
account within the Special Tax Fund designated as "Penalties and Interest Account." The
moneys on deposit in the Penalties and Interest Account shall be held and subsequently
transferzed, upon receipt of written instructions contained in an Officer's Certificate, to the
following funds and accounts not later than the dates and in the amounts set forth in the
following paragraphs and in the following order of priority:
1. to the Administrative Expense Fund that amount as specified in such
written instructions necessary for payment of the estimated Administrative Expenses projected to
be due and payable in the next Fiscal Year, reimbursement of any Administrative Expenses
incurred during the Fiscal Year ending on such June 30 or establishment or replenishment of a
reasonable operating reserve within the Administrative Expense Fund not included in any prior
transfer made pursuant to paragraphs 3 or 6 of subsection B above;
2. to the Bond Fund that amount as specified in such Officer's Certificate for
the payment of debt service on the Bonds; or
3. to such other fund or account as specified in such Officer's Certificate for
any authorized purpose of the District.
E. Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 3.04
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Section 3.05. Administrative Expense Fund.
A. Establishment of Administrative Expense Fund. There is hereby established, as a
separate account to be held by the District, the "Administrative Expense Fund" to the credit of
which transfers from the Fiscal Agent shall be made to the District as required by Sections
3.02D, 3.03B or 3.03D hereof. Moneys in the Administrative Expense Fund shall be held in
trust by the District for the benefit of the City, the District and the Authority, and shall be
disbursed as provided below.
B. Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn
by the District and paid to the payee specified in an Officer's Certificate stating the amount to be
withdrawn, that such amount is to be used to pay an Administrative Expense and the natwe of
such expense. Amounts on deposit in the Administrative Expense Fund at the end of any Fiscal
Year shall be retained in such fund as an operating reserve and shall be disbursed as provided for
in this paragraph B.
C. Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained by the
District in the Administrative Expense Fund to be used for the purposes of such fund.
ARTICLE IV
NET SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Net Special Tax Revenues. The Bonds shall be secured by a
first pledge (which pledge shall be effected in the manner and to the extent herein provided) of
all of the Net Special Tax Revenues and all moneys deposited in the Bond Fund and, until
disbursed as provided herein, in the Special Tax Fund, except for moneys on deposit in the the
Penalties and Interest Account. The Net Special Tax Revenues and all moneys deposited into
said funds (except as otherwise provided herein) are hereby dedicated to the payment of the
principal of, and interest and any premium on, the Bonds as provided herein and in the Act until
all of the Bonds have been paid and retired or until moneys or Defeasance Obligations have been
set aside irrevocably for that purpose in accordance with Section 10.0 ] .
Section 4.02. Bond Fund.
A. Establishment of Bond Fund. There is hereby established as a separate fund to be
held by the Fiscal Agent for the "Bond Fund" and, within the Bond Fund, the "Prepayment
Account" to the credit of which deposits shall be made as required by paragraph 2 of Section
3.03B. and by Section 3.03C., and any other amounts required to be deposited therein by this
Agreement or the Act. In addition to the foregoing deposits, the Fiscal Agent shall also deposit
amount received from the Authority Trustee transferred to the Fiscal Agent pursuant to Section
5.05 of the Authority Indentwe. Moneys in the Bond Fund shall be held by the Fiscal Agent for
the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of,
and interest and any premium on, the Bonds as provided below, and, pending such disbursement,
shall be subject to a lien in favor of the Owners of the Bonds.
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B. Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any
premium, then due and payable on the Bonds, including any amounts due under Section 2.03A.
hereof; provided, however, that available amounts in the Bond Fund shall first be used to pay to
the Owners of the Bonds any past due installments of interest, principal (including mandatory
sinking payments) of and premium, if any, on the Bonds, in that order. Amounts transferred to
the Bond Fund from the Special Tax Fund pursuant to paragraph 2.a. of Section 3.03B. shall
immediately be paid to the Owners of the Bonds in respect of past due payments on the Bonds,
and amounts transferred to the Prepayment Account pursuant to Section 3.03C. shall be used to
redeem Bonds pursuant to Section 2.03B.
If after the foregoing transfers, there are insufficient funds in the Bond Fund to make the
payments provided for in the first sentence of this Section 4.02B., the Fiscal Agent shall apply
the available funds first to the payment of interest on the Bonds, then to the payment of principal
and any mandatory sinking payments due on the Bonds. Any installment of principal (including
mandatory sinking payments), premium, if any, or interest on the Bonds which is not paid when
due shall accrue interest at the rate of interest on the Bonds until paid, and shall be paid
whenever funds in the Bond Fund are sufficient therefor.
If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled
payment date for the Bonds, the Fiscal Agent shall notify the District and the Treasurer in
writing of such failure, and the Treasurer shall notify the California Debt Advisory Commission
of such failure within 10 days of the failure to make such payment, as required by Section
53359(c)(1) ofthe Act.
C. Investment. Moneys in the Bond Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from the investment and
deposit of amounts in the Bond Fund shall be retained in the Bond Fund.
Section 4.03. Reserve Fund.
A. Establishment of Reserve Fund. There is hereby established as a separate fund to
be held by the Fiscal Agent, the "Reserve Fund," to the credit of which a deposit shall be made
as required by Section 3,02B. hereof. Moneys in the Reserve Fund shall be held by the Fiscal
Agent for the benefit of the Bondowners and shall be disbursed as provided in Section 4.03B
below.
B. Procedure for Disbursement. Moneys on deposit in the Reserve Fund shall be
used solely for the purpose of paying the principal of and interest on the Bonds as such amounts
shall become due and payable in the event that the moneys in the Special Tax Fund and the Bond
Fund for such purpose are insufficient therefor or redeeming Bonds as described below. The
Fiscal Agent shall, when and to the extent necessary, withdraw money from the Reserve Fund
and transfer such money to the Bond Fund or the Redemption Fund for such purpose.
On any date after either the transfers, if any, required by the preceding paragraph have
been made for any Bond Year or the valuation of the Permitted Investments in the Reserve Fund
pursuant to Section 6.01 below, if the amount on deposit in the Reserve Fund is less than the
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Reserve Requirement, the Fiscal Agent shall transfer to the Reserve Fund from the first available
monies in the Special Tax Fund an amount necessary to increase the balance therein to the
Reserve Requirement. If at least ten (10) Business Days prior to each Interest Payment Date of
each year, the amount on deposit in the Reserve Fund is in excess of the Reserve Requirement,
the Fiscal Agent shall transfer such excess to the Bond Fund. In connection with any optional
redemption of Bonds pursuant to Section 2.03A., amounts on deposit in the Reserve Fund which
would be in excess of the Reserve Requirement following such redemption shall be transferred to
the Redemption Fund or the Bond Fund, as applicable, prior to such redemption and applied to
such redemption of Bonds pursuant to written instructions of the District contained in an
Officer's Correspondence.
Upon receipt of an Officer's Correspondence instructing the Fiscal Agent to transfer
certain moneys representing a Reserve Fund credit for a Prepayment pursuant to the RMA ,the
Fiscal Agent shall transfer the amount specified in such instructions from the Reserve Fund to
the Redemption Fund for the purpose of redeeming Bonds pursuant to such instructions.
Whenever the balance in the Reserve Fund and the Bond Fund exceeds the amount
required to redeem or pay the Outstanding Bonds, including interest accrued to the date of
payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall
transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding
interest payment date, to the payment and redemption, in accordance with Section of all of
the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the
Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance
in the Reserve Fund shall be transferred to the District to be used for any lawful purpose of the
District as set forth in the Act.
C. Investment. Moneys in the Reserve Fund shall be invested and deposited by the
Fiscal Agent in accordance with Section hereof. Interest earnings and profits from such
investment and deposit shall be retained in the Reserve Fund to be used for the purposes of such
fund. All Authorized Investments in the Reserve Fund shall be valued at their cost at least semi-
annually on February 1 and August 1 so long as at lease 25% of the moneys in the Reserve Fund
are invested for a period not to exceed two (2) years in length.
ARTICLE V
OTHER COVENANTS OF THE DISTRICT
Section 5.01. Warranty. The District shall preserve and protect the security pledged
hereunder to the Bonds against all claims and demands of all persons.
Section 5.02. Covenants. So long as any of the Bonds issued hereunder are Outstanding
and unpaid, the District makes the covenants set forth herein below in this Article V with the
Bondowners under the provisions of the Act and this Fiscal Agent Agreement (to be performed
by the District or the City, acting for and on behalf of the District, or its proper officers, agents
and employees), which are covenants necessary and desirable to secure the Bonds and tend to
make the Bonds more marketable; provided, however, that such covenants do not require the
District to expend any funds or moneys other than the Net Special Tax Revenues.
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Section 5.03. Punctual Payment. The District shall punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.04. Limited Obligation. The Bonds are limited obligations of the District and
are payable solely from and secured solely by the Net Special Tax Revenues and the amounts in
the Bond Fund and the Special Tax Fund created hereunder.
Section 5.05. Payment of Claims. The District will pay and dischazge any and all lawful
claims for labor, materials, or supplies which, if unpaid, might become a lien or charge upon the
Special Tax Revenues or which might otherwise impair the security of the Bonds then
Outstanding; provided that nothing herein contained shall require the District to make any such
payments so long as the District in good faith shall contest the validity of any such claims.
Section 5.06. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the District shall not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and shall
not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or
funding said claims for interest or in any other manner. In case any such claim for interest shall
be extended or funded, whether or not with the consent of the District, such claim for interest so
extended or funded shall not be entitled, in case of default hereunder, to the benefits of this
Agreement, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all claims for interest which shall not have so extended or funded.
Section 5.07. Against Encumbrances. The District will not encumber, pledge or place
any charge or lien upon any of the Net Special Tax Revenues or other amounts pledged to the
Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Agreement.
Section 5.08. Books and Records. The District will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the District, in
which complete and correct entries shall be made of all transactions relating to the expenditure of
amounts disbursed from the Bond Fund and the Special Tax Fund and relating to the Special Tax
Revenues.
Section 5.09. Protection of Security and Rights of Owners. The District will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and defend
their rights against all claims and demands of all persons. From and after the delivery of any of
the Bonds by the District, the Bonds shall be incontestable by the District.
Section 5.10. Collection of Special Tax Revenues. The District shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
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On or about July 10 of each year, the Treasurer shall communicate with the Auditor to
ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account
any parcel splits during the preceding and then current year.
The Treasurer shall effect the levy of the Special Taxes each Fiscal Year on the parcels
within the District in accordance with the Ordinance, such that the computation of the levy is
complete before the final date on which the Auditor will accept the transmission of the Special
Tax amounts for the parcels within the District for inclusion on the next secured tax roll. Upon
the completion of the computation of the amounts of the levy, the Treasurer shall prepare or
cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to
include the levy of the Special Taxes on the next secured tax roll. The Special Taxes so levied
shall be payable and be collected in the same manner and at the same time and in the same
installments as the general taxes on real property are payable, and have the same priority,
become delinquent at the same time and in the same proportionate amounts and bear the same
proportionate penalties and interest after delinquency as do the general taxes on real property,
unless otherwise provided by the District.
In the event that the Treasurer determines to levy all or a portion of the Special Taxes by
means of direct billing of the property owners of the parcels within the District, the Treasurer
shall, not less than forty-five (45) days prior to each Interest Payment Date, send bills to the
owners of such real property located within the District subject to the levy of the Special Taxes
for Special Taxes in an aggregate amount necessary to meet the financial obligations of the
District with respect to the District due on the next Interest Payment Date, said bills to specify
that the amounts so levied shall be due and payable not less than thirty (30) days prior to such
Interest Payment Date and shall be delinquent if not paid when due.
In any event, the Treasurer shall fix and levy the amount of Special Taxes within the
District required for the payment of principal of and interest on any Outstanding Bonds
becoming due and payable during the ensuing year, an amount necessary to replenish the
Reserve Fund pursuant to Section 3.03B.3. and an amount estimated to be sufficient to pay the
Administrative Expenses during such year, all in accordance with the RMA and the Ordinance.
The Special Taxes so levied shall not exceed the authorized amounts as provided in the
proceedings pursuant to the Resolution of Formation.
The Treasurer is hereby authorized to employ consultants to assist in computing the levy
of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received.
The fees and expenses of such consultants and the costs and expenses of the Treasurer (including
a charge for City or District staff time) in conducting its duties hereunder shall be an Local
Refunding Obligation Administrative Expense hereunder.
Section 5.11. Further Assurances. The District shall adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the rights and benefits provided in this
Agreement.
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Section 5.12. Tax Covenants. The District shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which if
such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date would have caused any of the Authority Bonds to be
"arbitrage bonds" within the meaning of Section 148(a) of the Tax Code or to be "private activity
bonds" within the meaning of Section 141 of the Tax Code.
The District agrees to furnish all information to, and cooperate fully with, the Authority,
the Trustee and their respective officers, employees, agents and attorneys, in order to assure
compliance with the provisions of Section 6.07 of the Authority Indenture. In the event that the
Authority shall notify the District that the Authority has determined, pursuant to Section 6.07 of
the Authority Indenture, that any amounts are due and payable to the United States of America
thereunder and that neither the Authority nor the Authority Trustee has on deposit an amount of
available moneys to make such payment, the District shall promptly direct the Fiscal Agent pay
to the Authority Trustee from available Net Special Tax Revenues the Proportionate Share of the
amounts determined by the Authority to be due and payable to the United States of America.
Section 5.13. Covenant to Foreclose. On or before March 1 and June 1 of each Fiscal
year, the District will review the public records of the County in connection with the Special
Taxes levied in such Fiscal Year to determine the amount of Special Taxes actually collected in
such Fiscal Year. If the .District determines that any parcel subject to the Special Taxes is
delinquent in the payment of two or more installments of Special Taxes, the City shall, not later
than forty-five (45) days of such determination, send or cause to be sent a notice of delinquency
(and a demand for immediate payment thereof) to the property owner. The City shall cause
judicial foreclosure proceedings to be commenced and filed in the Superior Court not later than
ninety (90) days of such determination against any parcel for which a notice of delinquency was
given pursuant to this section and for which the Special Taxes remain delinquent.
The City Attorney is hereby authorized to employ counsel to conduct any such
foreclosure proceedings. The fees and expenses of any such counsel and costs and expenses of
the City Attorney (including a charge for City or District staff time) in conducting foreclosure
proceedings shall be an Administrative Expense hereunder.
Notwithstanding any provision of the Act or other law of the State to the contrary, in
connection with any foreclosure related to delinquent Special Taxes:
A. The City, or the Fiscal Agent, is hereby expressly authorized to credit bid at any
foreclosure sale, without any requirement that funds be placed in the Bond Fund or otherwise be
set aside in the amount of such credit bid, in the amount specified in Section 53356.5 of the Act
or such lesser amount as determined under B. below or otherwise under Section 53356.6 of the
Act.
B. The City may permit property with delinquent Special Tax payments to be sold
for less than the amount specified in Section 53356.5 of the Act, if it determines that such sale is
in the interest of the Bond Owners. The Bond Owners, by their acceptance of the Bonds, hereby
consent to such sale for such lesser amounts (as such consent is described in Section 53356.6 of
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the Act), and hereby release the City, its officers and its agents from any liability in connection
therewith.
C. The City is hereby expressly authorized to use amounts in the Administrative
Expense Fund to pay costs of foreclosure of delinquent Special Taxes.
D. The City may forgive all or any portion of the Special Taxes levied or to be levied
on any pazcel in the District, so long as the City determines that such forgiveness is not expected
to adversely affect its obligation to pay principal of and interest on the Bonds.
Section 5.14. Annual Reports to CDIAC. Not later than October 30 of each year,
commencing October 30, 2012, and until the October 30 following the final maturity of the
Bonds, the Treasurer sha-I supply the information required by Section 53359.5(6) or (c) of the
Act to CDIAC (on such forms as CDIAC may specify) and the District.
Section 5.15. Continuing Disclosure to Owners. The District acknowledges that the
City has executed and delivered a Continuing Disclosure Certificate, for and on behalf of the
Authority and the District, for the benefit of the holders and beneficial owners of the Authority
Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(6)(5) of the
Securities and Exchange Commission. The District hereby covenants and agrees that it will
cause all of its obligations under the Continuing Disclosure Certificate to be carried out.
Notwithstanding any other provision of this Agreement, failure of the District to comply with the
Continuing Disclosure Agreement shall not be considered a default hereunder; however, the
Underwriter or any holder or beneficial owner of 25% of the Authority Bonds may take such
actions as may be necessazy and appropriate to compel performance by the District of its
obligations under this Section 5.15, including seeking mandate or specific performance by court
order.
Section 5.16. Public Access to Facilities. The City and the District shall provide or
cause to be provided access to members of the general public to all portions of the Project
financed with the proceeds of the Prior Special Tax Bonds. Said access shall not grant priority to
any one person over that of another person, and shall be subject to any applicable City ordinance,
rule or regulation.
Section 5.17. Modification of Maximum Authorized Special Tax. The District, to the
maximum extent that the law permits it to do so, covenants that no modification of the minimum
or maximum authorized Special Tax shall be approved by the District nor shall the District take
any other action which would (i) prohibit the District from levying the Special Tax within the
District in any Fiscal Year at such a rate as would generate Net Special Tax Revenues in such
Fiscal Year at least equal to 110% of Annual Debt Service on all Bonds then Outstanding; (ii)
discontinue or cause the discontinuance of such levy; or (iii) permit the prepayment of the
Special Tax except as permitted pursuant to the the RMA.
Section 5.18. Covenant to Defend. The District covenants, in the event that any
initiative is adopted by the qualified electors in the District which purports to reduce the
minimum or the maximum Special Tax below the levels specified in Section 5.17 above or to
limit the power of the District to levy the Special Taxes within the District for the purposes set
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forth in Section 5.10 above, it will commence and pursue legal action in order to preserve its
ability to comply with such covenants.
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY
OF THE DISTRICT
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any Fund or
account created or established by this Agreement and held by the Fiscal Agent shall be invested
by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate
filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such
investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any
such moneys in Permitted Investments described in clause B(5) of the definition thereof to the
extent practicable which by their terms mature prior to the date on which such moneys are
required to be paid out hereunder, or are held uninvested. The Treasurer shall make note of any
investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions
can be taken to assure compliance with Section 5.10.
In the event of any transfer by the Authority Trustee from the Residual Account thereof
pursuant to Section 5.02(e) of the Authority Indenture for deposit in the Bond Fund pursuant to
4.02A., all moneys on deposit in the Special Tax Fund and the Bond Fund shall be held in cash
or invested in Permitted Investments constituting cash equivalents until the payment of the
principal of and interest on the Bonds on the September 1 Interest Payment Date following such
transfer.
Moneys in any fund or account created or established by this Agreement and held by the
Treasurer shall be invested by the Treasurer in Permitted Investments, which in any event by
their terms mature prior to the date on which such moneys are required to be paid out hereunder.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part of
such fund or account, subject, however, to the requirements of this Agreement for transfer of
interest earnings and profits resulting from investment of amounts in funds and accounts.
Whenever in this Agreement any moneys are required to be transferred by the District to the
Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted
Investments.
The Fiscal Agent or an affiliate or the Treasurer may act as principal or agent in the
acquisition or disposition of any investment and shall be entitled to its customary fee therefor.
Neither the Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any
investments made pursuant to this Section. For purposes of determining the amount on deposit
in any fund or account held hereunder, all Permitted Investments or investments credited to such
fund or account shall be valued at provided For in Exhibit B attached hereto.
Except as otherwise provided in the next sentence, all investments of amounts deposited
in any fund or account created by or pursuant to this Agreement, or otherwise containing gross
proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired,
disposed of, and valued (as of the date that valuation is required by this Agreement or the Code)
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at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a
yield restriction under the applicable provisions of the Code shall be valued at their present value
(within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for
verification of the application of such sections of the Code.
Investments in any and all funds and accounts may be commingled in a separate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding provisions
herein for transfer to or holding in or to the credit of particular funds or accounts of amounts
received or held by the Fiscal Agent or the Treasurer hereunder, provided that the Fiscal Agent
or the Treasurer, as applicable, shall at all times account for such investments strictly in
accordance with the funds and accounts to which they are credited and otherwise as provided in
this Agreement.
The Fiscal Agent or the Treasurer, as applicable, shall sell at the highest price reasonably
obtainable, or present for redemption, any investment security whenever it shall be necessary to
provide moneys to meet any required payment, transfer, withdrawal or disbursement from the
fund or account to which such investment security is credited and neither the Fiscal Agent nor
the Treasurer shall be liable or responsible For any loss resulting from the acquisition or
disposition of such investment security in accordance herewith.
Section 6.02. Limited Obligation. The District's obligations hereunder are limited
obligations of the District and are payable solely from and secured solely by the Net Special Tax
Revenues and the amounts in the Special Tax Fund and the Bond Fund.
Section 6.03. Liability of District. The District shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The District shall not be liable
in connection with the performance of its duties hereunder, except for its own negligence or
willful default. The District shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the Fiscal Agent herein
or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to
the existence of a default or event of default thereunder.
In the absence of bad faith, the District, including the Treasurer, may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the District and conforming to the requirements of this
Agreement. The District, including the Treasurer, shall not be liable for any error of judgment
made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent
facts.
No provision of this Agreement shall require the District to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Net Special
Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.
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The District may rely and shall be protected in acting or refraining from acting upon any
notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party
or proper parties. The District may consult with counsel, who may be the City Attorney, with
regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
The District shall not be bound to recognize any person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily
established, if disputed.
Whenever in the administration of its duties under this Agreement the District shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the District, be deemed to be
conclusively proved and established by a certificate of the Fiscal Agent, and such certificate shall
be full warrant to the District for any action taken or suffered under the provisions of this
Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
District may, in lieu thereof, accept other evidence of such matter or may require such additional
evidence as to it may seem reasonable.
Section 6.04. Employment of Agents by District or the City. In order to perform their
respective duties and obligations hereunder, the City, the District and/or the Treasurer may
employ such persons or entities as they deem necessary or advisable. The City, the District,
and/or the Treasurer shall not be liable for any of the acts or omissions of such persons or entities
employed by them in good faith hereunder, and shall be entitled to rely, and shall be fully
protected in doing so, upon the opinions, calculations, determinations and directions of such
persons or entities. -
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default. The following events shall be Events of Default:
A. Failure to pay any installment of principal of any Bonds when and as the same
shall become due and payable, whether at maturity as therein expressed, by proceedings for
redemption or otherwise.
B. Failure to pay any installment of interest on any Bonds when and as the same
shall become due and payable.
C. Failure by the District to observe and perform any of the other covenants,
agreements, or conditions on its part in this Agreement or in the Bonds contained, if such failure
shall have continued for a period of 60 days afrer written notice thereof, specifying such failure
and requiring the same to be remedied, shall have been given to the District by the Fiscal Agent
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or the Owners of not less than 25% in aggregate principal amount of the Bonds at the time
Outstanding; provided, however, if in the reasonable opinion of the District the failure stated in
the notice can be corrected, but not within such 60-day period, such failure shall not constitute
an Event of Default if corrective action is instituted by the District within such 60-day period
and the District shall thereafter diligently and in good faith cure such failure in a reasonable
period of time.
D. Commencement by the District of a voluntary case under Title 11 of the United
States Code or any substitute or successor statute.
Section 7.02. Remedies of Bond Owners. Subject to the provisions of Section 7.07,
any Bond Owner shall have the right, for the equal benefit and protection of all Bond Owners
similarly situated:
A. by mandamus, suit, action or proceeding, to compel the City and its officers,
agents or employees to perform each and every term, provision and covenant contained in this
Agreement and in the Bonds, and to require the carrying out of any or all such covenants and
agreements of the City and the fulfillment of all duties imposed upon it by the Act;
B. by suit, action or proceeding in equity, to enjoin any acts or things which are
unlawful, or the violation of any of the Bond Owners' rights; or
C. upon the happening of any Event of Default, by suit, action or proceeding in any
court of competent jurisdiction, to require the City and its officers and employees to account as if
it and they were the trustees of an express trust.
Section 7.03. Application of Special Taxes and Other Funds After Default. If an
Event of Default shall occur and be continuing, all Special Taxes, including any penalties, costs,
fees and other charges accruing under the Act, and any other funds then held or thereafter
received by the Fiscal Agent under any of the provisions of this Agreement shall be applied by
the Fiscal Agent as follows and in the following order:
A. To the payment of any expenses necessary in the opinion of the Fiscal Agent to
protect the interests of the Owners of the Bonds and payment of reasonable fees, charges, and
expenses of the Fiscal Agent (including reasonable fees and disbursements of its counsel)
incurred in and about the performance of its powers and duties under this Agreement;
B. To the payment of the principal of and interest then due with respect to the Bonds
(upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially
paid, or surrender thereof if fully paid) subject to the provisions of this Agreement, as follows:
First: To the payment to the Persons entitled thereto of all installments of interest
then due in the order of the maturity of such installments, and, if the amount available shall not
be sufficient to pay in full any installment or installments maturing on the same date, then to the
payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto,
without any discrimination or preference; and
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Second: To the payment to the Persons entitled thereto of the unpaid principal of
any Bonds which shall have become due, whether at maturity or by call for redemption, with
interest on the overdue principal at the rate borne by the respective. Bonds on the date of maturity
or redemption, and, if the amount available shall not be sufficient to pay in full all the Bonds,
together with such interest, then to the payment thereof ratably, according to the amounts of
principal due on such date to the Persons entitled thereto, without any discrimination or
preference.
C. Any remaining funds shall be transferred by the Fiscal Agent to the Bond Fund.
Section 7.04. Absolute Obligation of the District. Nothing in Section 7.08 or in any
other provision of this Agreement or in the Bonds contained shall affect or impair the obligation
of the District, which is absolute and unconditional, to pay the principal of and interest on the
Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call
for redemption, as herein provided, but only out of the Net Special Tax Revenues and other
moneys herein pledged therefor and received by the District or the Fiscal Agent, or affect or
impair the right of such Owners, which is also absolute and unconditional, to enforce such
payment by virtue of the contract embodied in the Bonds.
Section 7.05. Termination of Proceedings. In case any proceedings taken by any one
or more Bond Owners on account of any Event of Default shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Bond Owners, then in
every such case the District, and the Bond Owners, subject to any determination in such
proceedings, shall be restored to their former positions and rights hereunder, severally and
respectively, and all rights, remedies, powers and duties of the City, and the Bond Owners shall
continue as though no such proceedings had been taken.
Section 7.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Fiscal Agent or to the Owners of the Bonds is intended to be exclusive of any other
remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be
cumulative and in addition to any other remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.
Section 7.07. No Waiver of Default. No delay or omission of any Owner of the Bonds
to exercise any right or power arising upon the occurrence of any default shall impair any such
right or power or shall be construed to be a waiver of any such default or an acquiescence
therein; and every power and remedy given by this Agreement to the Owners of the Bonds may
be exercised from time to time and as often as may be deemed expedient.
ARTICLE VIII
THE FISCAL AGENT
Section 8.01. Appointment of Fiscal Agent. Wells Fargo Bank, National Association,
is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes
to perform such duties, and only such duties, as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
bozss.oooiwoziasz.~ 30
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Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under the
following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
The District may remove the Fiscal Agent initially appointed, and any successor thereto,
and may appoint a successor or successors thereto, but any such successor shall be a bank or trust
company having a combined capital (exclusive of borrowed capital) and surplus of at least
Seventy-Five Million Dollars ($75,000,000), and subject to supervision or examination by
federal or state authority. If such bank or trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then for the purposes of this Section 8.01, combined capital and surplus of such bank
or trust company shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.
The Fiscal Agent may at any time resign by giving written notice to the District and by
giving -to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the District shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance
of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to
the District written notice or after a vacancy in the office of the Fiscal Agent shall have occurred
by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of
competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such
notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.
If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform
its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent
hereunder shall be assumed by and vest in the Treasurer of the City in trust for the benefit of the
Owners. The District covenants for the direct benefit of the Owners that the Treasurer in such
case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall
assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in
trust for the benefit of the Owners of the Bonds.
Section 8.02: Liability of Fiscal Agent. The recitals of facts, covenants, and agreements
herein and in the Bonds contained shall be taken as statements, covenants, and agreements of the
District, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor
makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor
shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Fiscal Agent assumes no responsibility or liability for any information,
6ozas.oooiwoziasz.i 3I
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statement or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Bonds.
In the absence of bad faith, the Fiscal Agent may conclusively rely; as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
famished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be famished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability
in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent
or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith
reasonably believe to be genuine and to have been adopted or signed by the proper person or to
have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal
Agent shall not be under any duty to make any investigation or inquiry as to any statements
contained or matters referred to in any such instrument.
The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the City or the District
herein or of any of the documents executed by the City or the District in connection with the
Bonds, or as to the existence of a default or event of default thereunder.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.
The Fiscal Agent may become the Owner of the Bonds with the same rights it would
have if it were not the Fiscal Agent.
All indemnifications and releases from liability granted to the Fiscal Agent hereunder
shall extend to the directors, officers, and employees of the Fiscal Agent.
Section 8.03. Information. The Fiscal Agent shall provide to the District such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
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hereunder as the District shall reasonably request, including, but not limited to, quarterly
statements reporting funds held and transactions by the Fiscal Agent.
Section 8.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or proper parties. The Fiscal Agent may
consult with counsel, who may be counsel to the City, with regard to legal questions, and the
opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed
to be conclusively proved and established by a certificate of the District, and such certificate
shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of
this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such
additional evidence as to it may deem reasonable.
Section 8.05. Compensation, Indemnification. The District shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under
this Agreement, and also all reasonable expenses, charges, counsel fees, and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not
have a lien therefor on any funds at any time held by it under this Agreement. The District
further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent,
its officers, employees, directors and agents harmless against any liabilities which it may incur in
the exercise and performance of its powers and duties hereunder which are not due to its
negligence or willful misconduct. The obligation of the District under this Section shall survive
resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and
discharge of this Agreement, but any monetary obligation of the District azising under this
Section shall be limited solely to amounts on deposit in the Local Refunding Obligation
Administrative Expense Fund.
ARTICLE IX
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 9.01. Amendments Permitted. This Agreement and the rights and obligations
of the District and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the
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written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
Section 9.04. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay
the principal of, and the interest and any premium on, any Bond, without the express consent of
the Owner of such Bond; or (ii) permit the creation by the District of any pledge or lien upon the
Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the
Bonds (except as otherwise permitted by the Act, the laws of the State of California or this
Agreement), or reduce the percentage of Bonds required for the amendment hereof. Any such
amendment may not modify any of the rights or obligations of the Fiscal Agent without its
written consent.
This Agreement and the rights and obligations of the District and of the Owners may also
be modified or amended at any time by a Supplemental Agreement, without the consent of any
Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(i) to add to the covenants and agreements of the District in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the District;
(ii) to make modifications not adversely affecting any Outstanding Bonds of
the District in any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting, or supplementing any defective provision contained in this
Agreement, or in regard to questions arising under this Agreement, as the District and the
Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement,
and which shall not adversely affect the rights of the Owners of the Bonds;
(iv) to make such additions, deletions, or modifications as may be necessary or
desirable to assure the exclusion from gross income for federal income tax purposes of
interest on the Bonds.
Section 9.02. Owners' Meetings. The District may at any time call a meeting of the
Owners. In such event the District is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct
of said meeting.
Section 9.03. Procedure for Amendment with Written Consent of Owners. The
District and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 9.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
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Such Supplemental Agreement shall not become effective unless there shall be filed with
the Fiscal Agent the written consent of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in
Section 9.04 and a notice shall have been mailed as hereinafter in this Section provided. Each
such consent shall be effective only if accompanied by proof of ownership of the Bonds for
which such consent is given, which proof shall be such as is permitted by Section 11.04. Any
such consent shall be binding upon the Owner of the Bonds giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such
consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing
such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section
provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the District shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the required
percentage of Bonds and will be effective as provided in this Section (but failure to mail copies
of said notice shall not affect the validity of the Supplemental Agreement or consents thereto).
Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of
the papers required by this Section 9.03 to be filed with the Fiscal Agent, shall be proof of the
matters therein stated until the contrary is proved. The Supplemental Agreement shall become
effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the
Supplemental Agreement shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the District and the Owners of all Bonds
at the expiration of sixty (60) days after such filing, except in the event of a final decree of a
court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such sixty-day period.
Section 9.04. Disqualified Bonds. Bonds owned or held for the account of the City or
the District, excepting any pension or retirement fund, shall not be deemed Outstanding for the
purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided
for in this Article IX, and shall not be entitled to vote upon, consent to, or take any other action
provided for in this Article IX.
Section 9.05. Effect of Supplemental Agreement. From and afrer the time any
Supplemental Agreement becomes effective pursuant to this Article IX, this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the District and all Owners of Bonds Outstanding shall
thereafrer be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and
all purposes.
Section 9.06. Endorsement or Replacement of Bonds Issued After Amendments.
The District may determine that Bonds issued and delivered afrer the effective date of any action
taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form
approved by the District, as to such action. In that case, upon demand of the Owner of any Bond
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Outstanding at such effective date and presentation of his Bond for that purpose at the Principal
Office of the Fiscal Agent or at such other office as the District may select and designate for that
purpose, a suitable notation shall be made on such Bond. The District may determine that new
Bonds, so modified as in the opinion of the District is necessary to conform to such Owners'
action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of
any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the
Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such
Bonds.
Section 9.07. Amendatory Endorsement of Bonds. The provisions of this Article IX
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
Section 9.08. Notice Requirement. Not less than 15 days prior to the effective date of
any amendment made pursuant to this Article IX, so long as any Bonds aze owned by the
Authority, the District shall mail notice of the proposed amendment and the text of the proposed
amendment to the Authority and the Authority Trustee.
ARTICLE X
DEFEASANCE
Section 10.01. Defeasance. [f the District shall pay or cause to be paid, or there shall
otherwise be paid, to the Owner of an Outstanding Bond the interest due thereon and the
principal thereof, at the times and in the manner stipulated in this Agreement, then the Owner of
such Bond shall cease to be entitled to the pledge of Net Special Tax Revenues, and, other than
as set forth below, all covenants, agreements and other obligations of the District to the Owner of
such Bond under this Agreement shall thereupon cease, terminate and become void and be
dischazged and satisfied. In the event of a defeasance of all Outstanding Bonds pursuant to this
Section, the Fiscal Agent shall execute and deliver to the District all such instruments as may be
desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over or
deliver to the District's general fund all money or securities held by it pursuant to this Agreement
which are not required for the payment of the principal of, premium, if any, and interest due on
such Bonds.
Any Outstanding Bond shall be deemed to have been paid within the meaning expressed
in the first paragraph of this Section if such Bond is paid in any one or more of the following
ways:
(i) by paying or causing to be paid the principal of, premium, if any, and interest on
such Bond, as and when the same become due and payable;
(ii) by depositing with the Fiscal Agent, in trust, at or before maturity, money which,
together with the amounts then on deposit in the Special Tax Fund and available for such
purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond, as
and when the same shall become due and payable; or
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(iii) by depositing with the Fiscal Agent or another escrow bank appointed by the
District, in trust, direct, noncallable Defeasance Obligations, in which the District may lawfully
invest its money, in such amount as an Independent Accountant shall determine will be
sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special
Tax Fund and available for such purpose, together with the interest to accrue thereon, to pay and
discharge the principal of, premium, if any, and interest on such Bond, as and when the same
shall become due and payable;
then, at the election of the District, and notwithstanding that any Outstanding Bonds shall not
have been surrendered for payment, all obligations of the District under this Agreement with
respect to such Bond shall cease and terminate, except for the obligation of the Fiscal Agent to
pay or cause to be paid to the Owners of any such Bond not so surrendered and paid, all sums
due thereon. Notice of such election shall be filed with the Fiscal Agent not less than ten (10)
days prior to the proposed defeasance date, or such shorter period of time as may be acceptable
to the Fiscal Agent. In connection with a defeasance under (ii) or (iii) above, there shall be
provided to the District a verification report from an Independent Accountant stating its opinion
as to the sufficiency of the moneys or securities deposited with the Fiscal Agent or the escrow
bank to pay and discharge the principal of, premium, if any, and interest, on all Outstanding
Bonds to be defeased in accordance with this Section, as and when the same shall become due
and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified
public accountant) to the effect that the Bonds being defeased have been legally defeased in
accordance with this Agreement.
Upon a defeasance, the Fiscal Agent, upon request of the District, shall release the rights
of the Owners of such Bonds which have been defeased under this Agreement and execute and
deliver to the District all such instruments as may be desirable to evidence such release,
discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds, after
payment of any amounts then owed to the Fiscal Agent, the Fiscal Agent shall pay over or
deliver to the District any funds held by the Fiscal Agent at the time of a defeasance, which are
not required for the purpose of paying and discharging the principal of or interest on the Bonds
when due. The Fiscal Agent shall, at the written direction of the District, mail,. first class,
postage prepaid, a notice to the Bondowners whose Bonds have been defeased, in the form
directed by the District, stating that the defeasance has occurred.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the District, the City, the Fiscal
Agent, and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises, or agreements in this Agreement contained by and on behalf of
the District shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 11.02. Cancellation of Bonds. All Bonds surrendered to the Fiscal Agent for
payment upon maturity or for redemption shall be upon payment therefor, and any Bond
purchased by the District as authorized herein and delivered to the Fiscal Agent for such purpose
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shall be, cancelled forthwith and shall not be reissued. The Fiscal Agent shall destroy such
Bonds, as provided by law, and, upon request of the District, furnish to the District a certificate
of such destruction.
Section 11.03. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the District or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the District or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 11.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration, or other instrument which this Agreement may require or permit to be
executed by the Owners may be in one or more instruments of similar tenor, and shall be
executed by the Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and the
amount, maturity, number and date of holding the same shall be proved by the registry books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District or the Fiscal Agent in good faith and in accordance therewith.
Section 11.05. Waiver of Personal Liability. No member, officer, agent or employee
of the District or the City shall be individually or personally liable for the payment of the
principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve
any such member, officer, agent or employee from the performance of any official duty provided
by law.
Section 11.06. Notices to and Demands on District and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the District may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the District with the
Fiscal Agent) as follows:
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City of Rancho Cucamonga Community Facilities District No.
2000-01 (South Etiwanda)
c/o City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, California 91730
Attention: City Manager
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the District to or on the Fiscal Agent may be given or served by being
deposited postage prepaid in a post office letter box addressed (until another address is filed by
the Fiscal Agent with the District) as follows:
Wells Fargo Bank, National Association
707 Wilshire Blvd. 17th Floor
Los Angeles, CA 90017
Attention: Corporate Trust Department
Section 11.07. Partial Invalidity. If any Section, pazagraph, sentence, clause or phrase
of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The District hereby declares that
it would have adopted this Agreement and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the
fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement
may be held illegal, invalid or unenforceable.
Section 11.08. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent for the payment and discharge of the
principal of, and the interest and any premium on, the Bonds which remains unclaimed for two
(2) years after the date when the payments of such principal, interest and premium have become
payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal
Agent to the District as its absolute property free from any trust, and the Fiscal Agent shall
thereupon be released and discharged with respect thereto and the Bond Owners shall look only
to the District for the payment of the principal of, and interest and any premium on, such Bonds.
Section 11.09. Provisions Constitute Contract. The provisions of this Agreement shall
constitute a contract between the District and the Bondowners and the provisions hereof shall be
construed in accordance with the laws of the State of California.
In case any suit, action, or proceeding to enforce any right or exercise any remedy shall
be brought or taken and, should said suit, action, or proceeding be abandoned, or be determined
adversely to the Bondowners or the Fiscal Agent, then the District, the Fiscal Agent, and the
Bondowners shall be restored to their former positions rights and remedies as if such suit, action,
or proceeding had not been brought or taken.
After the issuance and delivery of the Bonds this Agreement shall be irrepealable, but
shall be subject to modifications to the extent and in the manner provided in this Agreement, but
to no greater extent and in no other manner.
60285.00017\7021482.1 39
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Section 1 ].10. Future Contracts. Nothing herein contained shall be deemed to restrict
or prohibit the District from making contracts or creating bonded or other indebtedness payable
from a pledge of the Net Special Tax Revenues which is subordinate to the pledge hereunder, or
which is payable from taxes or any source other than the Net Special Tax Revenues and other
amounts pledged hereunder.
Section 11.11. Further Assurances. The District will adopt, make, execute, and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in
this Agreement.
Section 11.12. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and performed
in the State of California.
Section ] 1.13. Conflict with Act. In the event of a conflict between any provision of
this Agreement with any provision of the Act as in effect on the Closing Date, the provision of
the Act shall prevail over the conflicting provision of this Agreement.
Section 11.14. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 11.15. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need not
be made on such date but may be made on the next succeeding day which is a Business Day with
the same force and effect as if made on the date required and no interest shall accrue for the
period after such date.
Section 11.16. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the District has caused this Agreement pertaining to the
Community Facilities District No. 2000-O1 (South Etiwanda) Special Tax Refunding Bonds,
Series 2011 to be executed in its name and the Fiscal Agent has caused this Agreement to be
executed in its name, all as of , 2011.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2000-01 (SOUTH ETIWANDA)
City Manager
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
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EXHIBIT A
FORM OF BOND
No.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF.SAN BERNARDINO
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 2000-01
(SOUTH ETIWANDA)
SPECIAL TAX REFUNDING BONDS, SERIES 2011
INTEREST RATE MATURITY DATE
September 1, _
DATED DATE
2011
REGISTERED OWNER: WELLS FARGO BANK, NATIONAL ASSOCIATION,
on behalf of the Rancho Cucamonga Public Finance
Authority
PRINCIPAL AMOUNT:
DOLLARS
The City of Rancho Cucamonga (the "City") for and on behalf of the City of Rancho
Cucamonga Community Facilities District No. 2000-O1 (South Etiwanda) (the "District"), for
value received, hereby promises to pay solely from Net Special Tax Revenues (as defined in the
Agreement) to be collected within the District or amounts in the funds and accounts held under
the Agreement (as hereinafter defined), to the registered owner (the "Owner") named above, or
registered assigns, on the maturity date set forth above, unless redeemed prior thereto as
hereinafter provided, the principal amount set forth above, and to pay interest on such principal
amount from the Dated Date, or from the most recent interest payment date to which interest has
been paid or duly provided for, semiannually five (5) days prior to each September 1 and March
1, commencing September 1, 2012 (each an "Interest Payment Date"), at the interest rate set
forth above, until the principal amount hereof is paid or made available for payment. The
principal of this Bond is payable to the registered Owner hereof in lawful money of the United
States of America upon presentation and surrender of this Bond at the office of Wells Fargo
Bank, National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of
the Fiscal Agent mailed five (5) days preceding each Interest Payment Date to the registered
Owner hereof as of the close of business on the 15th day of the month preceding the month in
which the interest payment date occurs (the "Record Date") at such registered Owner's address
as it appears on the registration books maintained by the Fiscal Agent.
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This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of
$ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections
63311, et seq., of the California Government Code (the "Mello-Roos Act") and designated the
City of Rancho Cucamonga Community Facilities District No. 2000-O1 (South Etiwanda)
Special Tax Refunding Bonds, Series 2011. The Bonds have been issued for the purpose of
refunding the City of Rancho Cucamonga Community Facilities District No. 2000-O1 (South
Etiwanda) Special Tax Bonds, Series 2000 (the "Prior Special Tax Bonds"). The issuance of the
Bonds and the terms and conditions thereof are provided for by the Fiscal Agent Agreement,
dated as of December 1, 2011 (the "Agreement"), by and between the City of Rancho
Cucamonga Community Facilities District No. 2000-O1 (South Etiwanda) and the Fiscal Agent
and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of
this Bond assents to said terms and conditions.
Pursuant to the Mello-Roos Act and the Agreement, the principal of and interest on this
Bond are payable solely from Net Special Tax Revenues of the annual special tax authorized
under the Mello-Roos Act to be collected within the District (the "Special Tax") and certain
funds held under the Agreement.
Each Bond shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it
shall bear interest from such date of authentication; or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date preceding such Interest
Payment Date, in which event it shall bear interest from such Interest Payment Date; or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it shall bear interest from the Closing Dale; provided, however; that if at the time of
authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the
Interest Payment Date to which interest has previously been paid or made available for payment
thereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the City, as may be pennitted by law. The Bonds
do not constitute obligations of the City of Rancho Cucamonga for which said City is obligated
to levy or pledge, or has levied or pledged, general or special taxation other than described
hereinabove. The District has covenanted for the benefit of the Owners of the Bonds that it will
order, and cause to be commenced as provided in the Agreement, and thereafter diligently
prosecute to judgment, an action in the superior court to foreclose the lien of any Special Tax or
installment thereof not paid when due.
The Bonds maturing on or after September 1, _, may be redeemed at the option of the
District from any source of funds other than prepayment of Special Taxes, prior to their stated
maturity, as a whole or in part (in integral multiples of $5,000) on any Interest Payment Date on
or after September 1, ,from such maturities as are selected by the District, and by lot within
a maturity, at a redemption price equal to the principal amount of the Bonds or portions thereof
to be redeemed, together with accrued interest thereon to the date fixed for redemption.
Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
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Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Obligations is adequate to make the timely payment of principal, including mandatory sinking
fund payments, and interest due on the Authority Bonds that will remain outstanding following
the corresponding redemption of the Authority Bonds resulting from such optional redemption of
the Bonds.
The Bonds shall be subject to redemption on any Interest Payment Date, prior to
maturity, as a whole or in part from such maturities, as are selected by the District, from the
prepayment of Special Taxes at the following redemption prices (expressed as percentages of the
principal amount of the Bonds to be redeemed), together with accrued interest thereon to the date
of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ ] 0
1, 20 and 1, 20 ]0
1, 20_ and any Interest Payment
Date thereafrer 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
In lieu of redemption under the Fiscal Agent Agreement, moneys in the Bond Fund may
be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing
with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private
sale as and when, and at such prices (including brokerage and other charges) as such Officer's
Certificate may provide, but in no event may Bonds be purchased at a price in excess of the
principal amount thereof, plus interest accrued to the date of purchase, unless a greater purchase
price is permitted under the Act and the District determines that it will have sufficient amounts in
the Bond Fund, following such purchase, to pay Debt Service on the Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered Owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and
interest.
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Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
Except as provided in the Agreement, any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of the Agreement by
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers, of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate
principal amount of Bonds of authorized denominations and of the same maturity. The cost for
any services rendered or any expenses incurred by the Fiscal Agent in connection with any such
exchange shall be paid by the District. The Fiscal Agent shall collect from the Owner requesting
such exchange any tax or other governmental charge required to be paid with respect to such
exchange.
No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
The Fiscal Agent Agreement and the rights and obligations of the Agency thereunder
may be modified or amended as set forth therein.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of this
Bond have existed, happened and been performed in due time, form and manner as required by
law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or
Constitution of the State of California.
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IN WITNESS WHEREOF, the City of Rancho Cucamonga Community Facilities
District 99-01 has caused this Bond to be dated , 2011, to be signed by the manual
or facsimile signature of the Mayor and countersigned by the manual or facsimile signature of
the City Clerk, each acting for and on behalf of such community facilities district.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2000-01 (SOUTH ETIWANDA)
BY:
BY:
Mayor
City Clerk
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FISCAL AGENT'S CERTIFICATE OFAUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement which has been
authenticated on
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration
books of the Fiscal Agent, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New
York Stock Exchange or a
commercial bank or trust
company.
NOTICE: The signature(s) on this assignment
must correspond with the name(3) as
written on the face of the within Bond
in every particulaz without alteration or
enlargement or any change whatsoever.
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wzas.oooiwoziaaz.i
P293
FISCAL AGENT AGREEMENT
by and between
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2000-02
(RANCHO CUCAMONGA CORPORATE PARK)
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Fiscal Agent
Dated as of December 7, 2011
Relating to:
City of Rancho Cucamonga
Community Facilities District No. 2000-02
(Rancho Cucamonga Corporate Park)
Special Tax Refunding Bonds, Series 2011
60285.00017\7021499.1
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FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as
of December 1, 2011, by and between the City of Rancho Cucamonga Community Facilities
District No. 2000-02 (Rancho Cucamonga Corporate Park) (the "District"), a community
facilities district, organized and existing under and by virtue of the laws of the State of
California, and Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, as fiscal agent (the
"Fiscal Agent").
WITNESSETH:
WHEREAS, the City Council of the City of Rancho Cucamonga (the "City") has formed
the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as
amended (Section 53311 et seq. of the California Government Code) (the "Act") and Resolution
No. 00-222 of the City Council adopted on November 1, 2000;
WHEREAS, the City Council is authorized under the Act and pursuant to Ordinance No.
646 to levy special taxes to pay for the costs of facilities provided by the District;
WHEREAS, under the provisions of the Act, on November 1, 2000, the City Council,
acting as the legislative body of the District, adopted Resolution No. 00-223 which resolution,
among other matters, expressed the determination of the City Council of the necessity to issue
special tax bonds in the maximum aggregate principal amount of $7,000,000 for the District
secured by the special taxes;
WHEREAS, on December 6, 2000, the City Council adopted Resolution No. 00-240 (the
"Resolution") authorizing the issuance and sale of bonds for the District pursuant to the Bond
Indenture, dated as of November 1, 2000 (the "Prior Bond Indenture"), by and between the
District and Wells Fargo Bank, National Association, as fiscal agent, designated the "City of
Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate
Park) Special Tax Bonds, Series 2000" (the "Prior Special Tax Bonds"), for the purpose of
funding the acquisition, rehabilitation and construction of certain public improvements (defined
in the Prior Bond Indenture as the "Project");
WHEREAS, on December 21, 2000 the Prior Special Tax Bonds in the principal amount
of $6,835,000 were issued;
WHEREAS, on , 2011, the City Council adopted Resolution No. 2011-
(the "Resolution of Issuance") authorizing the issuance and sale of bonds of the District
pursuant to this Agreement designated "City of Rancho Cucamonga Community Facilities
District No. 2000-02 (Rancho Cucamonga Corporate Pazk) Special Tax Refunding Bonds, Series
2011" (the "Bonds"), for the purpose of financing the defeasance and refunding of the Prior
Special Tax Bonds;
60285.00017\7021499.1
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WHEREAS, it is in the public interest and for the benefit of the City, the District, the
persons responsible for the payment of special taxes and the owners of the Bonds that the District
enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds
of the Bonds, the disposition of the special taxes securing the Bonds, and the administration and
payment of the Bonds;
WHEREAS, all things necessary to cause the Bonds, when authenticated by the Fiscal
Agent and issued as provided in the Act, the Resolution and this Agreement, to be legal, valid
and binding and limited obligations in accordance with their terms, and all things necessary to
cause the creation, authorization, execution and delivery of this Agreement and the creation,
authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all
respects been duly authorized;
NOW, THEREFORE, that in order to secure the payment of the principal of, premium,
if any, and the interest on all Bonds at any time issued and outstanding under this Agreement,
according to their tenor, and to secure the performance and observance of all the covenants and
conditions therein and herein set forth, and to declare the teens and conditions upon and subject
to which the Bonds are to be issued and received, and in consideration of the premises and of the
mutual covenants herein contained and of the purchase and acceptance of the Bonds by the
holders thereof, and for other valuable considerations, the receipt of which is hereby
acknowledged, the District does hereby covenant and agree with the Fiscal Agent, for the benefit
of the respective holders from time to time of the Bonds, as follows:
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant
to the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the City and the District shall be
for the equal benefit, protection, and security of the Owners from time to time. In consideration
of the acceptance of the Bonds by the Owners thereof, this Agreement shall be deemed to be and
shall constitute a contract between the District and the Owners; and the covenants and
agreements herein set forth to be performed by the District shall be for the equal and
proportionate benefit, security, and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any of the Bonds over any of the others by
reason of the number or date thereof or the time of sale, execution, or delivery thereof, or
otherwise for any cause whatsoever, except as expressly provided therein or herein. All of the
Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement.
The Fiscal Agent may become the Owner of any of the Bonds in its own or any other
capacity with the same rights it would have if it were not Fiscal Agent.
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Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and
of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All capitalized terms not otherwise defined herein shall have the meanings given to
such terms in the Authority Indenture. All references herein to "Articles," "Sections" and other
subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and
the words "herein," "hereof," "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or subdivision hereof.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
"Administrative Expense Fund" means the fund by that name established by Section
3.04A hereof.
"Administrative Expenses" means any or all of the following: the fees and expenses of
the Fiscal Agent (including the fees and expenses of its counsel), the expenses of the City or the
District in carrying out its duties hereunder (including, but not limited to, the levying and
collection of the Special Taxes, complying with the disclosure provisions of the Act, the
Continuing Disclosure Certificate and this Agreement, including those related to public inquiries
regarding the Special Tax and disclosures to Bondowners and the Original Purchaser); the costs
of the City and the District or their designees related to an appeal of the Special Tax; any costs of
the City and the District (including fees and expenses of counsel) to defend the first lien on and
pledge of the Special Taxes to the payment of the Bonds or otherwise in respect of litigation
relating to the District or the Bonds or with respect to any other obligations of the District; the
Proportionate Share of the Authority Administrative Expenses allocable to the Bonds, the
Proportionate Share of the salaries of City staff directly related to the carrying out by the City of
its obligations hereunder or under the Authority Indenture and a proportionate amount of City
general administrative overhead related thereto allocable to the Bonds; and all other costs and
expenses of the City, the District, and the Fiscal Agent incurred in connection with the discharge
of their respective duties hereunder, and in the case of the City, in any way related to the
administration of the District and all actual costs and expenses incurred in connection with the
administration of the Bonds.
"Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented
from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, and (ii) the principal amount of the Outstanding Bonds
scheduled to be paid in such Bond Year.
"Auditor" means the auditor/tax collector of the County of San Bernardino.
"Authority" means the Rancho Cucamonga Public Finance Authority and any successor
thereto.
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"Authority Bonds" means any bonds outstanding under the Authority Indenture, which
are secured by payments to be made on the Bonds.
"Authority Indenture" means that certain Indenture of Trust, dated as of December 1,
2011, by and between the Authority and the Authority Trustee, pursuant to which the Authority
Bonds are issued.
"Authority Trustee" means Wells Fargo Bank, National Association, or any successor
thereto appointed under the Authority Indenture.
"Authorized Officer" means the City Manager, Assistant City Manager, Director of
Finance, or City Clerk of the City, or any other officer or employee authorized by the City
Council of the City or by an Authorized Officer to undertake the action referenced in this
Agreement as required to be undertaken by an Authorized Officer.
"Bond Counsel" means (i) Best Best & Krieger LLP; or (ii) any attorney or firm of
attorneys acceptable to the District and nationally recognized for expertise in rendering opinions
as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.02A hereof.
"Bond Year" means the one-year period beginning on September 2 in each year and
ending on September 1 in the following year except that the first Bond Year shall begin on the
Closing Date and end on September 1, 2012.
"Bonds" means the City of Rancho Cucamonga Community Facilities District No. 2000-
02 (Rancho Cucamonga Corporate Park) Special Tax Refunding Bonds, Series 2011, authorized
by, and at any time Outstanding pursuant hereto.
"Business Day" means a day which is not a Saturday, Sunday, or legal holiday on which
banking institutions in the State of California, or in any state in which the Principal Office of the
Trustee is located, or the New York Stock Exchange are closed. If any payment hereunder is due
on a day which is not a Business Day, such payment shall be made on the next succeeding
Business Day with the same effect as if made on such previous day.
"CDIAC" means the California Debt and Investment Advisory Commission of the office
of the State Treasurer of the State of California or any successor agency or bureau thereto.
"City" means the City of Rancho Cucamonga, California.
"City Council" means the City Council of the City, acting in its capacity as the
legislative body of the District.
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
60285.000177021499.1 4
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obligations issued on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations promulgated, and applicable official public guidance published,
under the Code.
"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate
relating to the Authority Bonds, executed on the Closing Date by City, as originally executed and
as it may be amended from time to time in accordance with the terms thereof.
"County" means the County of San Bernardino, California.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
such period which relate to principal which has been retired before the beginning of such period.
"Defeasance Obligations" means those obligations described in paragraph A. of the
definition of Permitted Investments.
"District" means the City of Rancho Cucamonga Community Facilities District No.
2000-02 (Rancho Cucamonga Corporate Park), formed pursuant to the Resolution of Formation.
"DTC" means the Depository Trust Company.
"Escrow Agent" means Wells Fargo Bank, National Association, acting as escrow agent
under the Escrow Agreement.
"Escrow Agreement" means that Escrow Agreement Deposit and Trust Agreement dated
as of December 1, 2011 among the District and the Escrow Agent relating to defeasance of the
Prior Special Tax Bonds.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of section 1273 of the Code) and,
otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in
accordance with applicable regulations under the Code; (ii) the investment is an agreement with
specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated
interest rate (for example, a guaranteed investment contract, a forward supply contract or other
investment agreement) that is acquired in accordance with applicable regulations under the Code;
(iii) the investment is a United States Treasury Security -State and Local Government Series that
is acquired in accordance with applicable regulations of the United States Bureau of Public Debt;
or (iv) any commingled investment fund in which the City and related parties do not own more
than a ten percent (]0%) beneficial interest therein if the return paid by the fund is without
regard to the source of the investment.
"Fiscal Agent" means the Fiscal Agent appointed by the District and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and assigns,
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and any other corporation or association which may at any time be substituted in its place, as
provided in Section 8.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
"Independent Accountant" means any nationally recognized firm of certified public
accountants or firm of such accountants duly licensed or registered or entitled to practice and
practicing as such under the laws of the State, appointed by the City, and who, or each of whom:
(1) is in fact independent and not under domination of the Authority, the City
or the District;
(2) does not have any substantial interest, direct or indirect, with the
Authority, the City or the District; and
(3) is not connected with the Authority, the City or the District as an officer or
employee of the Authority, the City or the District, but who may be regularly retained to
make reports to the Authority, the City or the District.
"Independent Financial Consultant" means any financial consultant or firm of such
financial consultants appointed by the Authority and who, or each of whom:
(1) is judged by the City to have experience with respect to the financing of
public capital improvement projects;
(2) is in fact independent and not under the domination of the Authority, the
City, or the District;
(3) does not have any substantial interest, direct or indirect, with the
Authority, the City, or the District; and
(4) is not connected with the Authority, the City, or the District as an officer
or employee of the Authority, the City, or the District, but who may be regularly retained
to make reports to the Authority, the City, or the District.
"Interest Payment Dates" means September 1 and March 1 of each year, commencing
September 1, 2012.
"Investment Earnings" means all interest earned and any gains and losses on the
investment of moneys in any fund or account created by this Agreement.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Net Special Tax Revenues" means, for each Fiscal Year, all Special Tax Revenues
received by the District less an amount equal to the Priority Administrative Expenses Amount.
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"Officer's Certificate" means a written certificate of the District or the City signed by an
Authorized Officer of the City.
"Ordinance" means an ordinance of the City levying the Special Taxes, including
Ordinance No. 646, adopted by the City Council on December 13, 2000.
"Original Purchaser" means the Authority.
"Outstanding," means (subject to the provisions of Section 9.04), when used as of any
particular time with reference to Bonds, all Bonds except: (i) Bonds theretofore canceled by the
Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to
have been paid within the meaning of Section 10.01; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued, and delivered by the District
pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Penalties and Interest" means any penalties or interest in excess of the interest payable
on the Bonds collected in connection with delinquent Special Taxes.
"Penalties and Interest Account" means the account by that name within the Special Tax
Fund pursuant to Section 3.03D hereof.
"Permitted Investments" shall have the meaning given such term in the Authority
Indenture.
"Person" means an individual, corporation, firm, association, partnership, trust, or other
legal entity or group of entities, including a governmental entity or any agency or political
subdivision thereof.
"Prepayments" means Special Tax Revenues identified to the Fiscal Agent by an
Authorized Officer as representing a prepayment of the Special Tax pursuant to the RMA.
"Principal Office" means the principal corporate trust office of the Fiscal Agent as may
be designated from time to time by the Fiscal Agent in writing to the District initially set forth in
Section 11.06 hereof.
"Prior Bond Indenture" means the Bond Indenture, dated as of November 1, 2000, by and
between the District and Wells Fargo Bank, National Association, as fiscal agent, pertaining to
the Prior Special Tax Bonds.
"Prior Special Tax Bonds" means the outstanding City of Rancho Cucamonga
Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax
Bonds, Series 2000.
"Priority Administrative Expense Amount" means an annual amount equal to $ , or
such lesser amount as may be designated by written instruction from an Authorized Officer of
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the District to be allocated as the first priority of Special Taxes received each Fiscal Year for the
payment of Administrative Expenses allocated to the Bonds.
"Project" shall have the meaning given such term in the Prior Bond Indenture.
"Proportionate Share" shall have the meaning given such term in the Authority Indenture.
"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date.
"Reserve Fund" means the fund by that name established by Section hereof.
"Reserve Requirement" means an amount equal to $
"Resolution of Formation" means Resolution No. 00-222, adopted by the City Council on
November 1, 2000.
"Resolution of Issuance" shall have the meaning given such term in the recitals hereto.
"RMA" means the Rate and Method of Apportionment of the Special Tax for the District
approved by the qualified electors within the District at a special election held on November 7,
2000.
"Special Tax Refunding Bonds" shall have the meaning given such term in the Authority
Indenture.
"Special Tax Fund" means the fund by that name established by Section 3.03A hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the District
including any scheduled payments and any prepayments thereof, interest thereon and proceeds of
the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes
to the amount of said lien and interest and penalties thereon. Notwithstanding the foregoing,
"Special Tax Revenues" does not include Penalties and Interest.
"Special Taxes" means the special taxes levied within the District pursuant to the Act, the
RMA, the Ordinance, and this Agreement.
"Supplemental Agreement" means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the City Council under the Act and which
agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that
such agreement is specifically authorized hereunder.
"Treasurer" means the person who is acting in the capacity as treasurer or finance
director to the City or the designee of either such officer.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amounts; Designations. Bonds in the aggregate principal
amount of ($ )are hereby authorized to be issued by the
District under and subject to the terms of the Resolution of Issuance and this Agreement, the Act
and other applicable laws of the State of California. The Bonds shall be designated "City of
Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate
Park) Special Tax Refunding Bonds, Series 2011." This Agreement constitutes a continuing
agreement of the District with the Owners from time to time of the Bonds to secure the full
payment of the principal of, premium, if any, and interest on all such Bonds subject to the
covenants, provisions, and conditions herein contained.
Section 2.02. Terms of Bonds.
A. Form; Denominations. The Bonds shall be issued as fully registered bonds
without coupons in the denomination of $5,000 or any integral multiple thereof; provided,
however, one Bond from each maturity may be in an amount other than $5,000 or an integral
multiple thereof. The Bonds shall be lettered and numbered in a customary manner as
determined by the Fiscal Agent.
B. Date of the Bonds. The Bonds shall be dated the Closing Date.
C. Maturities, Interest Rates. The Bonds shall mature on the dates and shall bear
interest at the rates as follows:
Maturity Date Principal
(September 1) Amount Coupon
$
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D. Interest. "I'he Bonds shall bear interest at the rates set forth above payable live (5)
days preceding the Interest Payment Dates in each year. Interest shall be calculated on the basis
of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the
Interest Payment Date next preceding the date of authentication thereof unless (i) it is
authenticated on an Interest Payment Date, in which event it shall bear interest from such date of
authentication; or (ii) it is authenticated prior to an lnterest Payment Date and after the close of
business on the Record Date preceding such lnterest Payment Date, in which event it shall bear
interest from such Interest Payment Date; or (iii) it is authenticated prior to the Record Date
preceding the first Interest Payment Date, in which event it shall bear interest from the Closing
Date; provided, however, that if at the time of authentication of a Bond, interest is in default
thereon, such Bond shall bear interest from the Interest Payment Date to which interest has
previously been paid or made available for payment thereon.
F,. Method of Payment. Interest on the Bonds (including the final interest payment
upon maturity or earlier redemption) is payable by check or draft of the Fiscal Agent mailed at
least live (5) days preceding the Interest Payment Dates by first class mail to the registered
Owner thereof at such registered Owner's address as it appears on the registration books
maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest
Payment Date, or by wire transfer made on such Interest Payment Date upon instructions of any
Owner of $ I ,000,000 or more in aggregate principal amount of Bonds.
The principal of the Bonds and any premium on the Bonds are payable in lawful money
of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal
Agent.
All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the
Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of
destruction thcrcoi~to the District.
Section 2.03. Redemption.
A. Optional Redemption. 'hhe Bonds maturing on or after September 1, may be
redeemed at the option of the District from any source of funds other than prepayment of Special
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Taxes, prior to their stated maturity, as a whole or in part (in integral multiples of $5,000) on any
Interest Payment Date on or after September 1, _, from such maturities as are selected by the
District, and by lot within a maturity, at a redemption price equal to the principal amount of the
Bonds or portions thereof to be redeemed, together with accrued interest thereon to the date fixed
for redemption.
Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Refunding Obligations is adequate to make the timely payment of principal, including mandatory
sinking fund payments, and interest due on the Authority Bonds that will remain outstanding
following the corresponding redemption of the Authority Bonds resulting from such optional
redemption of the Bonds.
B. Mandatory Redemption from the Prepayment of Special Taxes. The Bonds shall
be subject to redemption on any Interest Payment Date, prior to maturity, as a whole or in part
from such maturities; as are selected by the District, from the prepayment of Special Taxes at the
following redemption prices (expressed as percentages of the principal amount of the Bonds to
be redeemed), together with accrued interest thereon to the date of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ ] 0
1, 20_ and 1, 20_ 10_
1, 20 and on any Interest
Payment Date thereafter 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
C. Purchase In Lieu of Redemption. In lieu of redemption under Section 2.03A or
2.03B, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase
of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate
requesting such purchase, at public or private sale as and when, and at such prices (including
brokerage and other charges) as such Officer's Certificate may provide, but in no event may
Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to
the date of purchase, unless a greater purchase price is permitted under the Act and the District
determines that it will have sufficient amounts in the Bond Fund, following such purchase, to
pay Debt Service on the Bonds.
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D. Notice to Fiscal Agent. The District shall give the Fiscal Agent written notice of
its intention to redeem Bonds pursuant to Section 2.03A or 2.03B not less than sixty (60) days
prior to the applicable redemption date, unless such notice shall be waived by the Fiscal Agent,
unless the Fiscal Agent agrees to a shorter period.
E. Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of
any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the respective registered
Owners of any Bonds designated for redemption, at their addresses appearing on the Bond
registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a
condition precedent to such redemption and failure to mail or to receive any such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding Bonds are to be called for redemption, shall designate the Bond numbers
of the Bonds to be redeemed by giving the individual Bond number of each Bond to be redeemed
or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be
redeemed or that all of the Bonds of one or more maturities have been called for redemption,
shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall
require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for
redemption at the said redemption price, and shall state that further interest on such Bonds will
not accrue from and after the redemption date. The cost of mailing any such redemption notice
and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the
District.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall, to the extent practicable, bear the Bond number
identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or
other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from
all Bonds or such given portion thereof not previously called for redemption, among maturities
as specified by the District in a written certificate delivered to the Fiscal Agent, and by lot within
a maturity in any manner which the District in its sole discretion shall deem appropriate and fair.
In providing such certificate, the District shall provide for the redemption of Bonds such that the
remaining Debt Service payable on the Bonds shall remain level as possible.
Upon surrender of Bonds redeemed in part only, the District shall execute and the Fiscal
Agent shall authenticate and deliver to the registered Owner, at the expense of the District, a new
Bond or Bonds, of the same Series and maturity, of authorized denominations in aggregate
principal amount equal to the unredeemed portion of the Bond or Bonds.
F. Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so
called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall
cease to be entitled to any benefit under this Agreement other than the right to receive payment
60285.00017\7021499) l2
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of the redemption price, and no interest shall accrue thereon on or after the redemption date
specified in such notice.
All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be
canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon
written request of the District, issue a certificate of destruction thereof to the District.
Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the forms,
respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein,
with necessary or appropriate variations, omissions and insertions, as permitted or required by
this Agreement, the Resolution, and the Act. The Bonds of any other Series and the form of the
certificate of authentication and assignment to appear thereon shall be in such form or forms as
may be specified in the Supplemental Agreement creating such Series of Bonds.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
District by the manual or facsimile signatures of the Mayor and City Clerk, who are in office on
the date of adoption of this Agreement or at any time thereafrer. The Bonds shall then be
delivered to the Trustee for authentication. If any officer whose signature appears on any Bond
ceases to be such officer before delivery of the Bonds to the Owner, such signature shall
nevertheless be as effective as if the officer had remained in office until the delivery of the
Bonds to the Owner. Any Bond may be signed and attested on behalf of the District by such
persons as at the actual date of the execution of such Bond shall be the proper officers of the
District although at the nominal date of such Bond any such person shall not have been such
officer of the District.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory
for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the
person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental chazge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
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No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and
of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal
Agent in connection with any such exchange shall be paid by the District. The Fiscal Agent shall
collect from the Owner requesting such exchange any tax or other governmental charge required
to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds which books shall
show the number, date, amount, rate of interest and last known Owner of each Bond and shall at
all times be open to inspection by the District or the City during regular business hours upon
reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The District and the Fiscal Agent will treat the Owner of any Bond whose name appears
on the Bond register as the absolute Owner of such Bond for any and all purposes, and the
District and the Fiscal Agent shall not be affected by any notice to the contrary. The District and
the Fiscal Agent may rely on the address of the Bond Owner as it appears in the Bond register
for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the District, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the District upon
the same conditions and in substantially the same manner as the definitive Bonds. If the District
issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon
the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds
at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall
designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary
Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations.
Until so exchanged, the temporary bonds shall be entitled to the same benefits under this
Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the District, at the expense of the Owner of said Bond, shall execute, and the Fiscal
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Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the
Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled
by it and destroyed by the Fiscal Agent, who shall deliver a certificate of destruction thereof to
the District. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or
theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and
indemnity for the District and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the
District, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and
deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond
so lost, destroyed or stolen. The District may require payment of a sum not exceeding the actual
cost of preparing each new Bond delivered under this Section and of the expenses which may be
incurred by the District and the Fiscal Agent for the preparation, execution, authentication and
delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to
be lost, destroyed or stolen shall constitute an original additional contractual obligation on the
part of the District whether or not the Bond so alleged to be lost, destroyed or stolen is at any
time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of
this Agreement with all other Bonds issued pursuant to this Agreement.
Section 2.11. Type and Nature of the Bonds; Limited Obligation. Neither the faith
and credit nor the taxing power of the City, the State of California or any political subdivision
thereof other than the District is pledged to the payment of the Bonds. Except for the Special
Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are not general or
special obligations of the City nor general obligations of the District but are limited obligations
of the District payable solely from Net Special Tax Revenues. The District's limited obligation
to pay the principal of, premium, if any, and interest on the Bonds from the Net Special Tax
Revenues is absolute and unconditional, free of deductions and without any abatement, offset,
recoupment, diminution or set-off whatsoever. No Owner of the Bonds may compel the exercise
of the taxing power by the District (except as it pertains to the Special Taxes) or the City or the
forfeiture of any of their property. The principal of and interest on the Bonds and premiums upon
the redemption thereof, if any, are not a debt of the City, the State of California or any of its
political subdivisions except the District within the meaning of any constitutional or statutory
limitation or restriction. The Bonds are not a legal or equitable pledge, charge, lien, or
encumbrance upon any of the District's property, or upon any of its income, receipts or revenues,
except the Net Special Tax Revenues and amounts on deposit in the Special Tax Fund and the
Bond Fund to the extent pledged hereunder which are, under the terms of this Agreement and the
Act, set aside for the payment of the Bonds and interest thereon and neither the members of the
legislative body of the District nor any persons executing the Bonds are liable personally on the
Bonds by reason of their issuance.
Section 2.12. Equality of Bonds and Pledge of Net Special Tax Revenues. Pursuant
to the Act and this Agreement, the Bonds shall be equally payable from the Net Special Tax
Revenues and other amounts in the Special Tax Fund without priority for number, date of the
Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and
principal of the Bonds and any premiums upon the redemption thereof, shall be exclusively paid
from the Net Special Tax Revenues and other certain other amounts in the Special Tax Fund,
which are hereby set aside for the payment of the Bonds. Amounts in the Special Tax Fund shall
60285.00017\7021499.1 15
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constitute a trust fund held for the benefit of the Owners to be applied to the payment of the
interest on and principal of the Bonds and so long as any of the Bonds or interest thereon remain
Outstanding shall not be used for any other purpose, except as permitted by this Agreement.
Nothing in this Fiscal Agent Agreement shall preclude, subject to the limitations
contained hereunder, the redemption prior to maturity of any Bonds subject to call and
redemption and payment of said Bonds from proceeds of refunding bonds issued under the Act
as the same now exists or as hereafter amended, or under any other law of the State of California,
which shall be payable from Net Special Tax Revenues.
Section 2.13. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds
shall be issued in fully registered form in any denomination. The Bonds and any Parity Bonds of
each issue shall be numbered as desired by the Fiscal Agent.
Section 2.14. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the prepayment or
redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of
this Agreement under Section 10.01 hereof.
Section 2.15. Additional Bonds. Other than for the purpose of refunding the Bonds, no
additional Bonds entitled to a lien on the Net Special Tax Revenues shall be issued hereunder.
Section 2.16. Validity of the Bonds. The validity of the authorization and issuance of
the Bonds shall not be affected in any way by any defect in any proceedings taken by the District
for the issuance and sale of the Bonds and the recital contained in the Bonds that the same are
issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of
their validity and the regularity of their issuance.
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of the Bonds. At any time after the execution of
this Agreement, the District may issue the Bonds in the aggregate principal amount set forth in
Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized Officers of the
District are hereby authorized and directed to deliver any and all documents and instruments
necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the
Resolution of Issuance and this Agreement and to do and cause to be done any and all acts and
things necessary or convenient for delivery of the Bonds to the Original Purchaser, upon
payment of the purchase price for the Bonds.
Section 3.02. Application of Proceeds of Sale of the Bonds and Transfers from the
Prior Special Tax Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser
(being $ equal to the par amount of $ minus the Original Purchaser's
discount of $ )shall be paid to the Fiscal Agent, who shall forthwith set aside, pay
over and transfer such proceeds on the Closing Date as follows:
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A. $ shall be transferred to the Escrow Agent for deposit into the Escrow
Fund held by the Escrow Agent under the Escrow Agreement;
B. $ shall be deposited into the Reserve Fund; and
C. $ shall be transferred to the Authority Trustee for deposit into the
Costs of Issuance Fund held under the Authority Indenture.
On the Closing Date the following proceeds of the Prior Special Tax Bonds shall be
transferred to the Fiscal Agent, who shall forthwith deposit such proceeds on such Closing Date
as follows:
A. $ shall be deposited in the Administrative Expense Fund.
Section 3.03.. Special Tax Fund.
A. Establishment of Special Tax Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the "Special Tax Fund," to the credit of which the District or
the City, on behalf of the District, shall deposit, immediately upon receipt, all Special Tax
Revenue received by the District or the City, on behalf of the District. Moneys in the Special
Tax Fund, other than Penalties and Interest, shall be held by the Fiscal Agent for the benefit of
the District and the Owners of the Bonds, shall be disbursed as provided below and, pending any
disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
B. Disbursements of Special Tax Revenues. The Special Tax Revenues deposited in
the Special Tax Fund shall be held and, other than Special Tax Revenues representing
Prepayments, subsequently transferred to the following funds and accounts not later than the
dates and in the amounts set forth in the following paragraphs and in the following order of
priority:
1. to the District for deposit in Administrative Expense Fund an amount
equal to the Priority Administrative Expense Amount estimated to be due and payable during the
Fiscal Year;
2. not later than ten (10) Business Days prior to each Interest Payment Date,
to the Bond Fund: '
a. the amount representing past due installments of principal, interest
and premium on the Bonds (including any interest thereon pursuant to the second
sentence of the second paragraph of Section 4.02B), if any, resulting from the
delinquency in the payment of such Special Taxes; and
b. an amount, taking into account any amounts then on deposit in the
Bond Fund (other than by reason of the preceding paragraph a.) such that the
amount in the Bond Fund equals the principal, premium, if any, and interest due
on the Bonds on the next Interest Payment Date;
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3. no later than ten (10) Business Days prior to each Interest Payment Date,
to the Reserve Fund that amount, in addition to the amount transferred to the Bond Fund
pursuant to paragraph 2. above, necessary to replenish any draw on the Reserve Fund resulting
from the delinquency in the payment of scheduled debt service on the Bonds ;
4. on September 2 of each year after making the deposits and transfers
required under paragraphs 1 and 2 above and the transfer, if any, authorized under paragraph 3
above, upon receipt of written instructions from an Authorized Officer on or before the
preceding June 30, to the Authority Trustee the amount specified in such written instructions
necessary for the payment of the Proportionate Share of any rebate amount due and owing to the
United States of America by the Authority on the Authority Bonds;
5. on September 2 of each year after making the deposits and transfers
required under paragraphs 1 through 4 above, upon receipt of written instructions from an
Authorized Officer, to the District for deposit in the Administrative Expense Fund the amount
specified in such written instructions necessary for payment of the estimated Administrative
Expenses projected to be due and payable in the next Fiscal Year, reimbursement of any
Administrative Expenses incurred during the Fiscal Year ending on such June 30 or the
establishment or replenishment of a reasonable operating reserve within the Administrative
Expense Fund and not included in any prior transfer made pursuant to paragraph 1 and 4 above;
and
6. after September 2 of each year, after making the deposits and transfers
made pursuant to paragraphs 1 through 5 above, monies then on deposit in the Special Tax Fund
shall remain therein and shall be subsequently deposited or transferred pursuant to the provisions
of paragraphs 1 through 5 above.
C. Transfer of Prepayments. Amounts constituting Prepayments shall be transferred
by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agent in a segregated account
within the Bond Fund designated as "Prepayment Account" and used to redeem Bonds pursuant
to paragraph 2 of Section 2.03B. Any such transfer of Prepayments shall be accompanied by
written instructions executed by the Treasurer or an Authorized Officer directing the Fiscal
Agent to place such Prepayments in the Prepayment Account.
D. Penalties and Interest. Amounts constituting Penalties and Interest shall be
transferred by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agentin a segregated
account within the Special Tax Fund designated as "Penalties and Interest Account." The
moneys on deposit in the Penalties and Interest Account shall be held and subsequently
transferred, upon receipt of written instructions contained in an Officer's Certificate, to the
following funds and accounts not later than the dates and in the amounts set forth in the
following paragraphs and in the following order of priority:
1. to the Administrative Expense Fund that amount as specified in such
written instructions necessary for payment of the estimated Administrative Expenses projected to
be due and payable in the next Fiscal Year, reimbursement of any Administrative Expenses
incurred during the Fiscal Year ending on such June 30 or establishment or replenishment of a
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reasonable operating reserve within the Administrative Expense Fund not included in any prior
transfer made pursuant to paragraphs 3 or 6 of subsection B above;
2. to the Bond Fund that amount as specified in such Officer's Certificate for
the payment of debt service on the Bonds; or
3. to such other fund or account as specified in such Officer's Certificate for
any authorized purpose of the District.
E. Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 3.04. Administrative Expense Fund.
A. Establishment of Administrative Expense Fund. There is hereby established, as a
separate account to be held by the District, the "Administrative Expense Fund" to the credit of
which transfers from the Fiscal Agent shall be made to the District as required by Sections
3.02D, 3.03B or 3.03D hereof. Moneys in the Administrative Expense Fund shall be held in
trust by the District for the benefit of the City, the District and the Authority, and shall be
disbursed as provided below.
B. Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn
by the District and paid to the payee specified in an Officer's Certificate stating the amount to be
withdrawn, that such amount is to be used to pay an Administrative Expense and the nature of
such expense. Amounts on deposit in the Administrative Expense Fund at the end of any Fiscal
Year shall be retained in such fund as an operating reserve and shall be disbursed as provided for
in this paragraph B.
C. Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained by the
District in the Administrative Expense Fund to be used for the purposes of such fund.
ARTICLE IV
NET SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Net Special Tax Revenues. The Bonds shall be secured by a
first pledge (which pledge shall be effected in the manner and to the extent herein provided) of
all of the Net Special Tax Revenues and all moneys deposited in the Bond Fund and, until
disbursed as provided herein, in the Special Tax Fund, except for moneys on deposit in the the
Penalties and Interest Account. The Net Special Tax Revenues and all moneys deposited into
said funds (except as otherwise provided herein) are hereby dedicated to the payment of the
principal of, and interest and any premium on, the Bonds as provided herein and in the Act until
all of the Bonds have been paid and retired or until moneys or Defeasance Obligations have been
set aside irrevocably for that purpose in accordance with Section 10.01.
Section 4.02. Bond Fund.
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A. Establishment of Bond Fund. There is hereby established as a separate fund to be
held by the Fiscal Agent for the "Bond Fund" and, within the Bond Fund, the "Prepayment
Account" to the credit of which deposits shall be made as required by paragraph 2 of Section
3.03B. and by Section 3.03C., and any other amounts required to be deposited therein by this
Agreement or the Act. In addition to the foregoing deposits, the Fiscal Agent shall also deposit
amount received from the Authority Trustee transferred to the Fiscal Agent pursuant to Section
5.05 of the Authority Indenture. Moneys in the Bond Fund shall be held by the Fiscal Agent for
the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of,
and interest and any premium on, the Bonds as provided below, and, pending such disbursement,
shall be subject to a lien in favor of the Owners of the Bonds.
B. Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any
premium, then due and payable on the Bonds, including any amounts due under Section 2.03A.
hereof; provided, however, that available amounts in the Bond Fund shall first be used to pay to
the Owners of the Bonds any past due installments of interest, principal (including mandatory
sinking payments) of and premium, if any, on the Bonds, in that order. Amounts transferred to
the Bond Fund from the Special Tax Fund pursuant to paragraph 2.a. of Section 3.03B. shall
immediately be paid to the Owners of the Bonds in respect of past due payments on the Bonds,
and amounts transferred to the Prepayment Account pursuant to Section 3.03C. shall be used to
redeem Bonds pursuant to Section 2.03B.
If after the foregoing transfers, there are insufficient funds in the Bond Fund to make the
payments provided for in the first sentence of this Section 4.02B., the Fiscal Agent shall apply
the available funds first to the payment of interest on the Bonds, then to the payment of principal
and any mandatory sinking payments due on the Bonds. Any installment of principal (including
mandatory sinking payments), premium, if any, or interest on the Bonds which is not paid when
due shall accrue interest at the rate of interest on the Bonds until paid, and shall be paid
whenever funds in the Bond Fund are sufficient therefor.
[f at any time the Fiscal Agent fails to pay principal and interest due on any scheduled
payment date for the Bonds, the Fiscal Agent shall notify the District and the Treasurer in
writing of such failure, and the Treasurer shall notify the California Debt Advisory Commission
of such failure within ]0 days of the failure to make such payment, as required by Section
53359(c)(1) of the Act.
C. Investment. Moneys in the Bond Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from the investment and
deposit of amounts in the Bond Fund shall be retained in the Bond Fund.
Section 4.03. Reserve Fuud.
A. Establishment of Reserve Fund. There is hereby established as a separate fund to
be held by the Fiscal Agent, the "Reserve Fund," to the credit of which a deposit shall be made
as required by Section 3,02B. hereof. Moneys in the Reserve Fund shall be held by the Fiscal
Agent for the benefit of the Bondowners and shall be disbursed as provided in Section 4.03B
below.
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B. Procedure for Disbursement. Moneys on deposit in the Reserve Fund shall be
used solely for the purpose of paying the principal of and interest on the Bonds as such amounts
shall become due and payable in the event that the moneys in the Special Tax Fund and the Bond
Fund for such purpose are insufficient therefor or redeeming Bonds as described below. The
Fiscal Agent shall, when and to the extent necessary, withdraw money from the Reserve Fund
and transfer such money to the Bond Fund or the Redemption Fund for such purpose.
On any date after either the transfers, if any, required by the preceding paragraph have
been made for any Bond Year or the valuation of the Permitted Investments in the Reserve Fund
pursuant to Section 6.01 below, if the amount on deposit in the Reserve Fund is less than the
Reserve Requirement, the Fiscal Agent shall transfer to the Reserve Fund from the first available
monies in the Special Tax Fund an amount necessary to increase the balance therein to the
Reserve Requirement. If at least ten (10) Business Days prior to each Interest Payment Date of
each year, the amount on deposit in the Reserve Fund is in excess of the Reserve Requirement,
the Fiscal Agent shall transfer such excess to the Bond Fund. In connection with any optional
redemption of Bonds pursuant to Section 2.03A., amounts on deposit in the Reserve Fund which
would be in excess of the Reserve Requirement following such redemption shall be transferred to
the Redemption Fund or the Bond Fund, as applicable, prior to such redemption and applied to
such redemption of Bonds pursuant to written instructions of the District contained in an
Officer's Correspondence.
Upon receipt of an Officer's Correspondence instructing the Fiscal Agent to transfer
certain moneys representing a Reserve Fund credit for a Prepayment pursuant to the RMA ,the
Fiscal Agent shall transfer the amount specified in such instructions from the Reserve Fund to
the Redemption Fund for the purpose of redeeming Bonds pursuant to such instructions.
Whenever the balance in the Reserve Fund and the Bond Fund exceeds the amount
required to redeem or pay the Outstanding Bonds, including interest accrued to the date of
payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall
transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding
interest payment date, to the payment and redemption, in accordance with Section of all of
the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the
Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance
in the Reserve Fund shall be transferred to the District to be used for any lawful purpose of the
District as set forth in the Act.
C. Investment. Moneys in the Reserve Fund shall be invested and deposited by the
Fiscal Agent in accordance with Section hereof. Interest earnings and profits from such
investment and deposit shall be retained in the Reserve Fund to be used for the purposes of such
fund. All Authorized Investments in the Reserve Fund shall be valued at their cost at least semi-
annually on February 1 and August 1 so long as at lease 25% of the moneys in the Reserve Fund
are invested for a period not to exceed two (2) years in length.
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ARTICLE V
OTHER COVENANTS OF THE DISTRICT
Section 5.01. Warranty. The District shall preserve and protect the security pledged
hereunder to the Bonds against all claims and demands of all persons.
Section 5.02. Covenants. So long as any of the Bonds issued hereunder are Outstanding
and unpaid, the District makes the covenants set forth herein below in this Article V with the
Bondowners under the provisions of the Act and this Fiscal Agent Agreement (to be performed
by the District or the City, acting for and on behalf of the District, or its proper officers, agents
and employees), which are covenants necessary and desirable to secure the Bonds and tend to
make the Bonds more marketable; provided, however, that such covenants do not require the
District to expend any funds or moneys other than the Net Special Tax Revenues.
Section 5.03. Punctual Payment. The District shall punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.04. Limited Obligation. The Bonds are limited obligations of the District and
are payable solely from and secured solely by the Net Special Tax Revenues and the amounts in
the Bond Fund and the Special Tax Fund created hereunder.
Section 5.05. Payment of Claims. The District will pay and discharge any and all lawful
claims for labor, materials, or supplies which, if unpaid, might become a lien or charge upon the
Special Tax Revenues or which might otherwise impair the security of the Bonds then
Outstanding; provided that nothing herein contained shall require the District to make any such
payments so long as the District in good faith shall contest the validity of any such claims.
Section 5.06. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the District shall not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and shall
not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or
funding said claims for interest or in any other manner. In case any such claim for interest shall
be extended or funded, whether or not with the consent of the District, such claim for interest so
extended or funded shall not be entitled, in case of default hereunder, to the benefits of this
Agreement, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all claims for interest which shall not have so extended or funded.
Section 5.07. Against Encumbrances. The District will not encumber, pledge or place
any charge or lien upon any of the Net Special Tax Revenues or other amounts pledged to the
Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Agreement.
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Section 5.08. Books and Records. The District will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the District, in
which complete and correct entries shall be made of all transactions relating to the expenditure of
amounts disbursed from the Bond Fund and the Special Tax Fund and relating to the Special Tax
Revenues.
Section 5.09. Protection of Security and Rights of Owners. The District will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and defend
their rights against all claims and demands of all persons. From and after the delivery of any of
the Bonds by the District, the Bonds shall be incontestable by the District.
Section 5.10. Collection of Special Tax Revenues. The District shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
On or about July 10 of each year, the Treasurer shall communicate with the Auditor to
ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account
any parcel splits during the preceding and then current year.
The Treasurer shall effect the levy of the Special Taxes each Fiscal Year on the parcels
within the District in accordance with the Ordinance, such that the computation of the levy is
complete before the final date on which the Auditor will accept the transmission of the Special
Tax amounts for the parcels within the District for inclusion on the next secured tax roll. Upon
the completion of the computation of the amounts of the levy, the Treasurer shall prepare or
cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to
include the levy of the Special Taxes on the next secured tax roll. The Special Taxes so levied
shall be payable and be collected in the same manner and at the same time and in the same
installments as the general taxes on real property are payable, and have the same priority,
become delinquent at the same time and in the same proportionate amounts and bear the same
proportionate penalties and interest after delinquency as do the general taxes on real property,
unless otherwise provided by the District.
In the event that the Treasurer determines to levy all or a portion of the Special Taxes by
means of direct billing of the property owners of the parcels within the District, the Treasurer
shall, not less than forty-five (45) days prior to each Interest Payment Date, send bills to the
owners of such real property located within the District subject to the levy of the Special Taxes
for Special Taxes in an aggregate amount necessary to meet the financial obligations of the
District with respect to the District due on the next Interest Payment Date, said bills to specify
that the amounts so levied shall be due and payable not less than thirty (30) days prior to such
Interest Payment Date and shall be delinquent if not paid when due.
In any event, the Treasurer shall fix and levy the amount of Special Taxes within the
District required for the payment of principal of and interest on any Outstanding Bonds
becoming due and payable during the ensuing year, an amount necessary to replenish the
Reserve Fund pursuant to Section 3.03B.3. and an amount estimated to be sufficient to pay the
Administrative Expenses during such year, all in accordance with the RMA and the Ordinance.
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The Special Taxes so levied shall not exceed the authorized amounts as provided in the
proceedings pursuant to the Resolution of Formation.
The Treasurer is hereby authorized to employ consultants to assist in computing the levy
of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received.
The fees and expenses of such consultants and the costs and expenses of the Treasurer (including
a charge for City or District staff time) in conducting its duties hereunder shall be an Local
Refunding Obligation Administrative Expense hereunder.
Section 5.11. Further Assurances. The District shall adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the rights and benefits provided in this
Agreement.
Section 5.12. Tax Covenants. The District shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which if
such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date would have caused any of the Authority Bonds to be
"arbitrage bonds" within the meaning of Section 148(a) of the Tax Code or to be "private activity
bonds" within the meaning of Section 141 of the Tax Code.
The District agrees to furnish all information to, and cooperate fully with, the Authority,
the Trustee and their respective officers, employees, agents and attorneys, in order to assure
compliance with the provisions of Section 6.07 of the Authority Indenture. In the event that the
Authority shall notify the District that the Authority has determined, pursuant to Section 6.07 of
the Authority Indenture, that any amounts are due and payable to the United States of America
thereunder and that neither the Authority nor the Authority Trustee has on deposit an amount of
available moneys to make such payment, the District shall promptly direct the Fiscal Agent pay
to the Authority Trustee from available Net Special Tax Revenues the Proportionate Share of the
amounts determined by the Authority to be due and payable to the United States of America.
Section 5.13. Covenant to Foreclose. On or before March 1 and June 1 of each Fiscal
year, the District will review the public records of the County in connection with the' Special
Taxes levied in such Fiscal Year to determine the amount of Special Taxes actually collected in
such Fiscal Year. If the District determines that any parcel subject to the Special Taxes is
delinquent in the payment of two or more installments of Special Taxes, the City shall, not later
than forty-five (45) days of such determination, send or cause to be sent a notice of delinquency
(and a demand for immediate payment thereof) to the property owner. The City shall cause
judicial foreclosure proceedings to be commenced and filed in the Superior Court not later than
ninety (90) days of such determination against any parcel for which a notice of delinquency was
given pursuant to this section and for which the Special Taxes remain delinquent.
The City Attorney is hereby authorized to employ counsel to conduct any. such
foreclosure proceedings. The fees and expenses of any such counsel and costs and expenses of
the City Attorney (including a charge for City or District staff time) in conducting foreclosure
proceedings shall be an Administrative Expense hereunder.
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Notwithstanding any provision of the Act or other law of the State to the contrary, in
connection with any foreclosure related to delinquent Special Taxes:
A. The City, or the Fiscal Agent, is hereby expressly authorized to credit bid at any
foreclosure sale, without any requirement that funds be placed in the Bond Fund or otherwise be
set aside in the amount of such credit bid, in the amount specified in Section 533$6.$ of the Act
or such lesser amount as determined under B. below or otherwise under Section $33$6.6 of the
Act.
B. The City may permit property with delinquent Special Tax payments to be sold
for less than the amount specified in Section $33$6.5 of the Act, if it determines that such sale is
in the interest of the Bond Owners. The Bond Owners, by their acceptance of the Bonds, hereby
consent to such sale for such lesser amounts (as such consent is described in Section $33$6.6 of
the Act), and hereby release the City, its officers and its agents from any liability in connection
therewith.
C. The City is hereby expressly authorized to use amounts in the Administrative
Expense Fund to pay costs of foreclosure of delinquent Special Taxes.
D. The City may forgive all or any portion of the Special Taxes levied or to be levied
on any parcel in the District, so long as the City determines that such forgiveness is not expected
to adversely affect its obligation to pay principal of and interest on the Bonds.
Section $.14. Annual Reports to CDIAC. Not later than October 30 of each year,
commencing October 30, 2012, and until the October 30 following the final maturity of the
Bonds, the Treasurer shall supply the information required by Section $33$9.$(6) or (c) of the
Act to CDIAC (on such forms as CDIAC may specify) and the District.
Section $.1$. Continuing Disclosure to Owners. The District acknowledges that the
City has executed and delivered a Continuing Disclosure Certificate, for and on behalf of the
Authority and the District, for the benefit of the holders and beneficial owners of the Authority
Bonds and in order to assist the Underwriter in complying with Rule 1$c2-12(6)($) of the
Securities and Exchange Commission. The District hereby covenants and agrees that it will
cause all of its obligations under the Continuing Disclosure Certificate to be carried out.
Notwithstanding any other provision of this Agreement, failure of the District to comply with the
Continuing Disclosure Certificate shall not be considered a default hereunder; however, the
Underwriter or any holder or beneficial owner of 2$% of the Authority Bonds may take such
actions as may be necessary and appropriate to compel performance by the District of its
obligations under this Section $.1$, including seeking mandate or specific performance by court
order.
Section $.16. Public Access to Facilities. The City and the District shall provide or
cause to be provided access to members of the general public to all portions of the Project
financed with the proceeds of the Prior Special Tax Bonds. Said access shall not grant priority to
any one person over that of another person, and shall be subject to any applicable City ordinance,
rule or regulation.
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Section 5.17. Modification of Maximum Authorized Special Tax. The District, to the
maximum extent that the law permits it to do so, covenants that no modification of the minimum
or maximum authorized Special Tax shall be approved by the District nor shall the District take
any other action which would (i) prohibit the District from levying the Special Tax within the
District in any Fiscal Year at such a rate as would generate Net Special Tax Revenues in such
Fiscal Year at least equal to 110% of Annual Debt Service on all Bonds then Outstanding; (ii)
discontinue or cause the discontinuance of such levy; or (iii) permit the prepayment of the
Special Tax except as permitted pursuant to the the RMA.
Section 5.18. Covenant to Defend. The District covenants, in the event that any
initiative is adopted by the qualified electors in the District which purports to reduce the
minimum or the maximum Special Tax below the levels specified in Section 5.17 above or to
limit the power of the District to levy the Special Taxes within the District for the purposes set
forth in Section 5.10 above, it will commence and pursue legal action in order to preserve its
ability to comply with such covenants.
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY
OF THE DISTRICT
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or
account created or established by this Agreement and held by the Fiscal Agent shall be invested
by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate
filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such
investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any
such moneys in Permitted Investments described in clause B(5) of the definition thereof to the
extent practicable which by their terms mature prior to the date on which such moneys are
required to be paid out hereunder, or are held uninvested. The Treasurer shall make note of any
investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions
can be taken to assure compliance with Section 5.10.
In the event of any transfer by the Authority Trustee from the Residual Account thereof
pursuant to Section 5.02(e) of the Authority Indenture for deposit in the Bond Fund pursuant to
4.02A., all moneys on deposit in the Special Tax Fund and the Bond Fund shall be held in cash
or invested in Permitted Investments constituting cash equivalents until the payment of the
principal of and interest on the Bonds on the September 1 Interest Payment Date following such
transfer.
Moneys in any fund or account created or established by this Agreement and held by the
Treasurer shall be invested by the Treasurer in Permitted Investments, which in any event by
their terms mature prior to the date on which such moneys are required to be paid out hereunder.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part of
such fund or account, subject, however, to the requirements of this Agreement for transfer of
interest earnings and profits resulting from investment of amounts in funds and accounts.
Whenever in this Agreement any moneys aze required to be transferred by the District to the
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Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted
Investments.
The Fiscal Agent or an affiliate or the Treasurer may act as principal or agent in the
acquisition or disposition of any investment and shall be entitled to its customary fee therefor.
Neither the Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any
investments made pursuant to this Section. For purposes of determining the amount on deposit
in any fund or account held hereunder, all Permitted Investments or investments credited to such
fund or account shall be valued at provided for in Exhibit B attached hereto.
Except as otherwise provided in the next sentence, all investments of amounts deposited
in any fund or account created by or pursuant to this Agreement, or otherwise containing gross
proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired,
disposed of, and valued (as of the date that valuation is required by this Agreement or the Code)
at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a
yield restriction under the applicable provisions of the Code shall be valued at their present value
(within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for
verification of the application of such sections of the Code.
Investments in any and all funds and accounts may be commingled in a separate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding provisions
herein for transfer to or holding in or to the credit of particular funds or accounts of amounts
received or held by the Fiscal Agent or the Treasurer hereunder, provided that the Fiscal Agent
or the Treasurer, as applicable, shall at all times account for such investments strictly in
accordance with the funds and accounts to which they are credited and otherwise as provided in
this Agreement.
The Fiscal Agent or the Treasurer, as applicable, shall sell at the highest price reasonably
obtainable, or present for redemption, any investment security whenever it shall be necessary to
provide moneys to meet any required payment, transfer, withdrawal or disbursement from the
fund or account to which such investment security is credited and neither the Fiscal Agent nor
the Treasurer shall be liable or responsible for any loss resulting from the acquisition or
disposition of such investment security in accordance herewith.
Section 6.02. Limited Obligation. The District's obligations hereunder are limited
obligations of the District and are payable solely from and secured solely by the Net Special Tax
Revenues and the amounts in the Special Tax Fund and the Bond Fund.
Section 6.03. Liability of District. The District shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The District shall not be liable
in connection with the performance of its duties hereunder, except for its own negligence or
willful default. The District shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the Fiscal Agent herein
or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to
the existence of a default or event of default thereunder.
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In the absence of bad faith, the District, including the Treasurer, may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the District and conforming to the requirements of this
Agreement. The District, including the Treasurer, shall not be liable for any en•or of judgment
made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent
facts.
No provision of this Agreement shall require the District to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Net Special
Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The District may rely and shall be protected in acting or refraining from acting upon any
notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party
or proper parties. The District may consult with counsel, who may be the City Attorney, with
regazd to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
The District shall not be bound to recognize any person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily
established, if disputed.
Whenever in the administration of its duties under this Agreement the District shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the District, be deemed to be
conclusively proved and established by a certificate of the Fiscal Agent, and such certificate shall
be full warrant to the District for any action taken or suffered under the provisions of this
Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
District may, in lieu thereof, accept other evidence of such matter or may require such additional
evidence as to it may seem reasonable.
Section 6.04. Employment of Agents by District or the City. In order to perform their
respective duties and obligations hereunder, the City, the District and/or the Treasurer may
employ such persons or entities as they deem necessary or advisable. The City, the District,
and/or the Treasurer shall not be liable for any of the acts or omissions of such persons or entities
employed by them in good faith hereunder, and shall be entitled to rely, and shall be fully
protected in doing so, upon the opinions, calculations, determinations and directions of such
persons or entities.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default. The following events shall be Events of Default:
A. Failure to pay any installment of principal of any Bonds when and as the same
shall become due and payable, whether at maturity as therein expressed, by proceedings for
redemption or otherwise.
B. Failure to pay any installment of interest on any Bonds when and as the same
shall become due and payable.
C. Failure by the District to observe and perform any of the other covenants,
agreements, or conditions on its part in this Agreement or in the Bonds contained, if such failure
shall have continued for a period of 60 days after written notice thereof, specifying such failure
and requiring the same to be remedied, shall have been given to the District by the Fiscal Agent
or the Owners of not less than 25% in aggregate principal amount of the Bonds at the time
Outstanding; provided, however, if in the reasonable opinion of the District the failure stated in
the notice can be corrected, but not within such 60-day period, such failure shall not constitute
an Event of Default if corrective action is instituted by the District within such 60-day period
and the District shall thereafter diligently and in good faith cure such failure in a reasonable
period of time.
D. Commencement by the District of a voluntary case under Title 11 of the United
States Code or any substitute or successor statute.
Section 7.02. Remedies of Bond Owners. Subject to the provisions of Section 7.07,
any Bond Owner shall have the right, for the equal benefit and protection of all Bond Owners
similarly situated:
A. by mandamus, suit, action or proceeding, to compel the City and its officers,
agents or employees to perform each and every term, provision and covenant contained in this
Agreement and in the Bonds, and to require the carrying out of any or all such covenants and
agreements of the City and the fulfillment of all duties imposed upon it by the Act;
B. by suit, action or proceeding in equity, to enjoin any acts or things which aze
unlawful, or the violation of any of the Bond Owners' rights; or
C. upon the happening of any Event of Default, by suit, action or proceeding in any
court of competent jurisdiction, to require the City and its officers and employees to account as if
it and they were the trustees of an express trust.
Section 7.03. Application of Special Taxes and Other Funds After Default. If an
Event of Default shall occur and be continuing, all Special Taxes, including any penalties, costs,
fees and other charges accruing under the Act, and any other funds then held or thereafter
received by the Fiscal Agent under any of the provisions of this Agreement shall be applied by
the Fiscal Agent as follows and in the following order:
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A. To the payment of any expenses necessary in the opinion of the Fiscal Agent to
protect the interests of the Owners of the Bonds and payment of reasonable fees, charges, and
expenses of the Fiscal Agent (including reasonable fees and disbursements of its counsel)
incurred in and about the performance of its powers and duties under this Agreement;
B. To the payment of the principal of and interest then due with respect to the Bonds
(upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially
paid, or surrender thereof if fully paid) subject to the provisions of this Agreement, as follows:
First: To the payment to the Persons entitled thereto of all installments of interest
then due in the order of the maturity of such installments, and, if the amount available shall not
be sufficient to pay in full any installment or installments maturing on the same date, then to the
payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto,
without any discrimination or preference; and
Second: To the payment to the Persons entitled thereto of the unpaid principal of
any Bonds which shall have become due, whether at maturity or by call for redemption, with
interest on the overdue principal at the rate borne by the respective Bonds on the date of maturity
or redemption, and, if the amount available shall not be sufficient to pay in full all the Bonds,
together with such interest, then to the payment thereof ratably, according to the amounts of
principal due on such date to the Persons entitled thereto, without any discrimination or
preference.
C. Ahy remaining funds shall be transferred by the Fiscal Agent to the Bond Fund.
Section 7.04. Absolute Obligation of the District. Nothing in Section 7.08 or in any
other provision of this Agreement or in the Bonds contained shall affect or impair the obligation
of the District, which is absolute and unconditional, to pay the principal of and interest on the
Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call
for redemption, as herein provided, but only out of the Net Special Tax Revenues and other
moneys herein pledged therefor and received by the District or the Fiscal Agent, or affect or
impair the right of such Owners, which is also absolute and unconditional, to enforce such
payment by virtue of the contract embodied in the Bonds.
Section 7.05. Termination of Proceedings. In case any proceedings taken by any one
or more Bond Owners on account of any Event of Default shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Bond Owners, then in
every such case the District, and the Bond Owners, subject to any determination in such
proceedings, shall be restored to their former positions and rights hereunder, severally and
respectively, and all rights, remedies, powers and duties of the City, and the Bond Owners shall
continue as though no such proceedings had been taken.
Section 7.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Fiscal Agent or to the Owners of the Bonds is intended to be exclusive of any other
remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be
cumulative and in addition to any other remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.
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Section 7.07. No Waiver of Default. No delay or omission of any Owner of the Bonds
to exercise any right or power arising upon the occurrence of any default shall impair any such
right or power or shall be construed to be a waiver of any such default or an acquiescence
therein; and every power and remedy given by this Agreement to the Owners of the Bonds may
be exercised from time to time and as often as may be deemed expedient.
ARTICLE VIII
THE FISCAL AGENT
Section 8.01. Appointment of Fiscal Agent. Wells Fargo Bank, National Association,
is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes
to perform such duties, and only such duties, as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under the
following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
The District may remove the Fiscal Agent initially appointed, and any successor thereto,
and may appoint a successor or successors thereto, but any such successor shall be a bank or trust
company having a combined capital (exclusive of borrowed capital) and surplus of at least
Seventy-Five Million Dollars ($75,000,000), and subject to supervision or examination by
federal or state authority. If such bank or trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then for the purposes of this Section 8.01, combined capital and surplus of such bank
or trust company shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.
The Fiscal Agent may at any time resign by giving written notice to the District and by
giving to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the District shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance
of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to
the District written notice or after a vacancy in the office of the Fiscal Agent shall have occurzed
by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of
competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such
notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.
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If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform
its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent
hereunder shall be assumed by and vest in the Treasurer of the City in trust for the benefit of the
Owners. The District covenants for the direct benefit of the Owners that the Treasurer in such
case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall
assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in
trust for the benefit of the Owners of the Bonds.
Section 8.02. Liability of Fiscal Agent. The recitals of facts, covenants, and agreements
herein and in the Bonds contained shall be taken as statements, covenants, and agreements of the
District, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor
makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor
shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Fiscal Agent -assumes no responsibility or liability for any information,
statement or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Bonds.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
famished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability
in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent
or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith
reasonably believe to be genuine and to have been adopted or signed by the proper person or to
have been prepared and famished pursuant to any provision of this Agreement, and the Fiscal
Agent shall not be under any duty to make any investigation or inquiry as to any statements
contained or matters referred to in any such instrument.
The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the City or the District
herein or of any of the documents executed by the City or the District in connection with the
Bonds, or as to the existence of a default or event of default thereunder.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
6ozas.ooo nvoz ia99. i 32
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that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.
The Fiscal Agent may become the Owner of the Bonds with the same rights it would
have if it were not the Fiscal Agent.
All indemnifications and releases from liability granted to the Fiscal Agent hereunder
shall extend to the directors, officers, and employees of the Fiscal Agent.
Section 8.03. Information. The Fiscal Agent shall provide to the District such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
hereunder as the District shall reasonably request, including, but not limited to, quarterly
statements reporting funds held and transactions by the Fiscal Agent.
Section 8.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, Bond or other paper or documerit believed by it to be genuine and to
have been signed or presented by the proper party or proper parties. The Fiscal Agent may
consult with counsel, who may be counsel to the City, with regard to legal questions, and the
opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed
to be conclusively proved and established by a certificate of the District, and such certificate
shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of
this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such
additional evidence as to it may deem reasonable.
Section 8.05. Compensation, Indemnification. The District shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under
this Agreement, and also all reasonable expenses, charges, counsel fees, and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not
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have a lien therefor on any funds at any time held by it under this Agreement. The District
further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent,
its officers, employees, directors and agents harmless against any liabilities which it may incur in
the exercise and performance of its powers and duties hereunder which aze not due to its
negligence or willful misconduct. The obligation of the District under this Section shall survive
resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and
discharge of this Agreement, but any monetary obligation of the District arising under this
Section shall be limited solely to amounts on deposit in the Local Refunding Obligation
Administrative Expense Fund.
ARTICLE IX
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 9.01. Amendments Permitted. This Agreement and the rights and obligations
of the District and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the
written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
Section 9.04. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay
the principal of, and the interest and any premium on, any Bond, without the express consent of
the Owner of such Bond; or (ii) permit the creation by the District of any pledge or lien upon the
Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the
Bonds (except as otherwise permitted by the Act, the laws of the State of California or this
Agreement), or reduce the percentage of Bonds required for the amendment hereof. Any such
amendment may not modify any of the rights or obligations of the Fiscal Agent without its
written consent.
This Agreement and the rights and obligations of the District and of the Owners may also
be modified or amended at any time by a Supplemental Agreement, without the consent of any
Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(i) to add to the covenants and agreements of the District in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the District;
(ii) to make modifications not adversely affecting any Outstanding Bonds of
the District in any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting, or supplementing any defective provision contained in this
Agreement, or in regard to questions arising under this Agreement, as the District and the
Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement,
and which shall not adversely affect the rights of the Owners of the Bonds;
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(iv) to make such additions, deletions, or modifications as may be necessary or
desirable to assure the exclusion from gross income for federal income tax purposes of
interest on the Bonds.
Section 9.02. Owners' Meetings. The District may at any time call a meeting of the
Owners. In such event the District is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct
of said meeting.
Section 9.03. Procedure for Amendment with Written Consent of Owners. The
District and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 9.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
Such Supplemental Agreement shall not become effective unless there shall be filed with
the Fiscal Agent the written consent of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in
Section 9.04 and a notice shall have been mailed as hereinafter in this Section provided. Each
such consent shall be effective only if accompanied by proof of ownership of the Bonds for
which such consent is given, which proof shall be such as is permitted by Section 11.04. Any
such consent shall be binding upon the Owner of the Bonds giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such
consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing
such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section
provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the District shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the required
percentage of Bonds and will be effective as provided in this Section (but failure to mail copies
of said notice shall not affect the validity of the Supplemental Agreement or consents thereto).
Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of
the papers required by this Section 9.03 to be filed with the Fiscal Agent, shall be proof of the
matters therein stated until the contrary is proved. The Supplemental Agreement shall become
effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the
Supplemental Agreement shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the District and the Owners of all Bonds
at the expiration of sixty (60) days afrer such filing, except in the event of a final decree of a
court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such sixty-day period.
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Section 9.04. Disqualified Bonds. Bonds owned or held for the account of the City or
the District, excepting any pension or retirement fund, shall not be deemed Outstanding for the
purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided
for in this Article IX, and shall not be entitled to vote upon, consent to, or take any other action
provided for in this Article IX.
Section 9.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article IX, this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the District and all Owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and
all purposes.
Section 9.06. Endorsement or Replacement of Bonds Issued After Amendments.
The District may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form
approved by the District, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the Principal
Office of the Fiscal Agent or at such other office as the District may select and designate for that
purpose, a suitable notation shall be made on such Bond. The District may determine that new
Bonds, so modified as in the opinion of the District is necessary to conform to such Owners'
action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of
any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the
Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such
Bonds.
Section 9.07. Amendatory Endorsement of Bonds. The provisions of this Article IX
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
Section 9.08. Notice Requirement. Not less than 15 days prior to the effective date of
any amendment made pursuant to this Article IX, so long as any Bonds are owned by the
Authority, the District shall mail notice of the proposed amendment and the text of the proposed
amendment to the Authority and the Authority Trustee.
ARTICLE X
DEFEASANCE
Section 10.01. Defeasance. If the District shall pay or cause to be paid, or there shall
otherwise be paid, to the Owner of an Outstanding Bond the interest due thereon and the
principal thereof, at the times and in the manner stipulated in this Agreement, then the Owner of
such Bond shall cease to be entitled to the pledge of Net Special Tax Revenues, and, other than
as set forth below, all covenants, agreements and other obligations of the District to the Owner of
such Bond under this Agreement shall thereupon cease, terminate and become void and be
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dischazged and satisfied. In the event of a defeasance of all Outstanding Bonds pursuant to this
Section, the Fiscal Agent shall execute and deliver to the District all such instruments as may be
desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over or
deliver to the District's general fund all money or securities held by it pursuant to this Agreement
which are not required for the payment of the principal of, premium, if any, and interest due on
such Bonds.
Any Outstanding Bond shall be deemed to have been paid within the meaning expressed
in the first paragraph of this Section if such Bond is paid in any one or more of the following
ways:
(i) by paying or causing to be paid the principal of, premium, if any, and interest on
such Bond, as and when the same become due and payable;
(ii) by depositing with the Fiscal Agent, in trust, at or before maturity, money which,
together with the amounts then on deposit in the Special Tax Fund and available for such
purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond, as
and when the same shall become due and payable; or
(iii) by depositing with the Fiscal Agent or another escrow bank appointed by the
District, in trust, direct, noncallable Defeasance Obligations, in which the District may lawfully
invest its money, in such amount as an Independent Accountant shall determine will be
sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special
Tax Fund and available for such purpose, together with the interest to accrue thereon, to pay and
discharge the principal of, premium, if any, and interest on such Bond, as and when the same
shall become due and payable;
then, at the election of the District, and notwithstanding that any Outstanding Bonds shall not
have been surrendered for payment, all obligations of the District under this Agreement with
respect to such Bond shall cease and terminate, except for the obligation of the Fiscal Agent to
pay or cause to be paid to the Owners of any such Bond not so sun•endered and paid, all sums
due thereon. Notice of such election shall be filed with the Fiscal Agent not less than ten (10)
days prior to the proposed defeasance date, or such shorter period of time as may be acceptable
to the Fiscal Agent. In connection with a defeasance under (ii) or (iii) above, there shall be
provided to the District a verification report from an Independent Accountant stating its opinion
as to the sufficiency of the moneys or securities deposited with the Fiscal Agent or the escrow
bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding
Bonds to be defeased in accordance with this Section, as and when the same shall become due
and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified
public accountant) to the effect that the Bonds being defeased have been legally defeased in
accordance with this Agreement.
Upon a defeasance, the Fiscal Agent, upon request of the District, shall release the rights
of the Owners of such Bonds which have been defeased under this Agreement and execute and
deliver to the District all such instruments as may be desirable to evidence such release,
discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds, after
payment of any amounts then owed to the Fiscal Agent, the Fiscal Agent shall pay over or
60285.000177021499.1 37
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deliver to the District any funds held by the Fiscal Agent at the time of a defeasance, which are
not required for the purpose of paying and discharging the principal of or interest on the Bonds
when due. The Fiscal Agent shall, at the written direction of the District, mail, first class,
postage prepaid, a notice to the Bondowners whose Bonds have been defeased, in the form
directed by the District, stating that the defeasance has occurred.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the District, the City, the Fiscal
Agent, and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises, or agreements in this Agreement contained by and on behalf of
the District shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 11.02. Cancellation of Bonds. All Bonds surrendered to the Fiscal Agent for
payment upon maturity or for redemption shall be upon payment therefor, and any Bond
purchased by the District as authorized herein and delivered to the Fiscal Agent for such purpose
shall be, cancelled forthwith and shall not be reissued. The Fiscal Agent shall destroy such
Bonds, as provided by law, and, upon request of the District, furnish to the District a certificate
of such destruction.
Section 11.03. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the District or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the District or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 11.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration, or other instrument which this Agreement may require or permit to be
executed by the Owners may be in one or more instruments of similar tenor, and shall be
executed by the Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and the
amount, maturity, number and date of holding the same shall be proved by the registry books.
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Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District or the Fiscal Agent in good faith and in accordance therewith.
Section 11.05. Waiver of Personal Liability. No member, officer, agent or employee
of the District or the City shall be individually or personally liable for the payment of the
principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve
any such member, officer, agent or employee from the performance of any official duty provided
by law.
Section 11.06. Notices to and Demands on District and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the District may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the District with the
Fiscal Agent) as follows:
City of Rancho Cucamonga Community Facilities District No.
2000-02 (Rancho Cucamonga Corporate Park)
c/o City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, California 91730
Attention: City Manager
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the District to or on the Fiscal Agent may be given or served by being
deposited postage prepaid in a post office letter box addressed (until another address is filed by
the Fiscal Agent with the District) as follows:
Wells Fargo Bank, National Association
707 Wilshire Blvd. 17th Floor
Los Angeles, CA 90017
Attention: Corporate Trust Department
Section 11.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase
of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The District hereby declares that
it would have adopted this Agreement and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the
fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement
may be held illegal, invalid or unenforceable.
Section 11.08. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent for the payment and discharge of the
principal of, and the interest and any premium on, the Bonds which remains unclaimed for two
(2) years after the date when the payments of such principal, interest and premium have become
payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal
Agent to the District as its absolute property free from any trust, and the Fiscal Agent shall
bozas.oooiwo2ia99.i 39
P333
thereupon be released and discharged with respect thereto and the Bond Owners shall look only
to the District for the payment of the principal of, and interest and any premium on, such Bonds.
Section 11.09. Provisions Constitute Contract. The provisions of this Agreement shall
constitute a contract between the District and the Bondowners and the provisions hereof shall be
construed in accordance with the laws of the State of California.
In case any suit, action, or proceeding to enforce any right or exercise any remedy shall
be brought or taken and, should said suit, action, or proceeding be abandoned, or be determined
adversely to the Bondowners or the Fiscal Agent, then the District, the Fiscal Agent, and the
Bondowners shall be restored to their former positions rights and remedies as if such suit, action,
or proceeding had not been brought or taken.
After the issuance and delivery of the Bonds this Agreement shall be irrepealable, but
shall be subject to modifications to the extent and in the manner provided in this Agreement, but
to no greater extent and in no other manner.
Section 11.10. Future Contracts. Nothing herein contained shall be deemed to restrict
or prohibit the District from making contracts or creating bonded or other indebtedness payable
from a pledge of the Net Special Tax Revenues which is subordinate to the pledge hereunder, or
which is payable from taxes or any source other than the Net Special Tax Revenues and other
amounts pledged hereunder.
Section 11.11. Further Assurances. The District will adopt, make, execute, and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in
this Agreement.
Section 11.12. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and performed
in the State of California.
Section 11.13. Conflict with Act. In the event of a conflict between any provision of
this Agreement with any provision of the Act as in effect on the Closing Date, the provision of
the Act shall prevail over the conflicting provision of this Agreement.
Section 11.14. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 11.15. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need not
be made on such date but may be made on the next succeeding day which is a Business Day with
eozss.oooiwoziav9.i 40
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the same force and effect as if made on the date required and no interest shall accrue for the
period after such date.
Section 11.16. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the District has caused this Agreement pertaining to the
Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax
Refunding Bonds, Series 2011 to be executed in its name and the Fiscal Agent has caused this
Agreement to be executed in its name, all as of , 2011.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2000-02 (RANCHO CUCAMONGA
CORPORATE PARK)
By:
City Manager
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
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EXHIBIT A
FORM OF BOND
No.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.2000-02
(RANCHO CUCAMONGA CORPORATE PARK)
SPECIAL TAX REFUNDING BONDS, SERIES 2011
INTEREST RATE MATURITY DATE DATED DATE
September 1, , 2011
REGISTERED OWNER: WELLS FARGO BANK, NATIONAL ASSOCIATION,
on behalf of the Rancho Cucamonga Public Finance
Authority
PRINCIPAL AMOUNT:
DOLLARS
The City of Rancho Cucamonga (the "City") for and on behalf of the City of Rancho
Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park)
(the "District"), for value received, hereby promises to pay solely from Net Special Tax
Revenues (as defined in the Agreement) to be collected within the District or amounts in the
funds and accounts held under the Agreement (as hereinafter defined), to the registered owner
(the "Owner") named above, or registered assigns, on the maturity date set forth above, unless
redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay
interest on such principal amount from the Dated Date, or from the most recent interest payment
date to which interest has been paid or duly provided for, semiannually five (5) days prior to
each September 1 and March 1, commencing September 1, 2012 (each an "Interest Payment
Date"), at the interest rate set forth above, until the principal amount hereof is paid or made
available for payment. The principal of this Bond is payable to the registered Owner hereof in
lawful money of the United States of America upon presentation and surrender of this Bond at
the office of Wells Fargo Bank, National Association (the "Fiscal Agent"). Interest on this Bond
shall be paid by check of the Fiscal Agent mailed five (5) days preceding each Interest Payment
Date to the registered Owner hereof as of the close of business on the 15th day of the month
preceding the month in which the interest payment date occurs (the "Record Date") at such
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registered Owner's address as it appears on the registration books maintained by the Fiscal
Agent.
This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of
$ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections
633 ] 1, et seq., of the California Government Code (the "Mello-Roos Act") and designated the
City of Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga
Corporate Park) Special Tax Refunding Bonds, Series 2011. The Bonds have been issued for the
purpose of refunding the City of Rancho Cucamonga Community Facilities District No. 2000-02
(Rancho Cucamonga Corporate Park) Special Tax Bonds, Series 2000 (the "Prior Special Tax
Bonds"). The issuance of the Bonds and the terms and conditions thereof are provided for by the
Fiscal Agent Agreement, dated as of December 1, 2011 (the "Agreement"), by and between the
City of Rancho Cucamonga Community Facilities District No. 2000-02 (Rancho Cucamonga
Corporate Park) and the Fiscal Agent and this reference incorporates the Agreement herein, and
by acceptance hereof the Owner of this Bond assents to said terms and conditions.
Pursuant to the Mello-Roos Act and the Agreement, the principal of and interest on this
Bond are payable solely from Net Special Tax Revenues of the annual special tax authorized
under the Mello-Roos Act to be collected within the District (the "Special Tax") and certain
funds held under the Agreement.
Each Bond shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it
shall bear interest from such date of authentication; or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date preceding such Interest
Payment Date, in which event it shall bear interest from such Interest Payment Date; or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it shall bear interest from the Closing Date; provided, however, that if at the time of
authentication of a Bond, interest is in default thereon, such Bond shall beaz interest from the
Interest Payment Date to which interest has previously been paid or made available for payment
thereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the City, as may be permitted by law. The Bonds
do not constitute obligations of the City of Rancho Cucamonga for which said City is obligated
to levy or pledge, or has levied or pledged, general or special taxation other than described
hereinabove. The District has covenanted for the benefit of the Owners of the Bonds that it will
order, and cause to be commenced as provided in the Agreement, and thereafter diligently
prosecute to judgment, an action in the superior court to foreclose the lien of any Special Tax or
installment thereof not paid when due.
The Bonds maturing on or after September 1, ,may be redeemed at the option of the
District from any source of funds other than prepayment of Special Taxes, prior to their stated
matwity, as a whole or in par[ (in integral multiples of $5,000) on any Interest Payment Date on
or after September 1, ,from such maturities as are selected by the District, and by lot within
a maturity, at a redemption price equal to the principal amount of the Bonds or portions thereof
to be redeemed, together with accrued interest thereon to the date fixed for redemption.
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Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Obligations is adequate to make the timely payment of principal, including mandatory sinking
fund payments, and interest due on the Authority Bonds that will remain outstanding following
the corresponding redemption of the Authority Bonds resulting from such optional redemption of
the Bonds.
The Bonds shall be subject to redemption on any Interest Payment Date, prior to
maturity, as a whole or in part from such maturities, as are selected by the District, from the
prepayment of Special Taxes at the following redemption prices (expressed as percentages of the
principal amount of the Bonds to be redeemed), together with accrued interest thereon to the date
of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ 10
1, 20 and 1, 20 10
1, 20_ and any Interest Payment
Date thereafter 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
In lieu of redemption under the Fiscal Agent Agreement, moneys in the Bond Fund may
be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing
with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private
sale as and when, and at such prices (including brokerage and other charges) as such Officer's
Certificate may provide, but in no event may Bonds be purchased at a price in excess of the
principal amount thereof, plus interest accrued to the date of purchase, unless a greater purchase
price is permitted under the Act and the District determines that it will have sufficient amounts in
the Bond Fund, following such purchase, to pay Debt Service on the Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered Owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and
interest.
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60285.00017\7021499.1
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Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
Except as provided in the Agreement, any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of the Agreement by
the person in whose riame it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
afer such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate
principal amount of Bonds of authorized denominations and of the same maturity. The cost for
any services rendered or any expenses incurred by the Fiscal Agent in connection with any such
exchange shall be paid by the District. The Fiscal Agent shall collect from the Owner requesting
such exchange any tax or other governmental charge required to be paid with respect to such
exchange.
No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
The Fiscal Agent Agreement and the rights and obligations of the Agency thereunder
may be modified or amended as set forth therein.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of this
Bond have existed, happened and been performed in due time, form and manner as required by
law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or
Constitution of the State of California.
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IN WITNESS WHEREOF, the City of Rancho Cucamonga Community Facilities
District 99-O1 has caused this Bond to be dated , 2011, to be signed by the manual
or facsimile signature of the Mayor and countersigned by the manual or facsimile signature of
the City Clerk, each acting for and on behalf of such community facilities district.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2000-02 (RANCHO CUCAMONGA
CORPORATE PARK)
BY:
Mayor
BY:
City Clerk
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FISCAL AGENT'S CERTIFICATE OFAUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement which has been
authenticated on
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration
books of the Fiscal Agent, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New
York Stock Exchange or a
commercial bank or trust
company.
NOTICE: The signature(s) on this assignment
must correspond with the name(3) as
written on the face of the within Bond
in every particular without alteration or
enlargement or any change whatsoever.
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FISCAL AGENT AGREEMENT
by and between
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.2001-O1
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Fiscal Agent
Dated as of December 1, 2011
Relating to:
City of Rancho Cucamonga
Community Facilities District No. 2001-O1
Improvement Area No. 1 and Improvement Area No. 2
Special Tax Refunding Bonds, Series 2011
60285.00017\7021500.1
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FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as
of December 1, 2011, by and between the City of Rancho Cucamonga Community Facilities
District No. 2001-01 (the "District"), a community facilities district, organized and existing
under and by virtue of the laws of the State of California, and Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United
States of America, as fiscal agent (the "Fiscal Agent").
WITNESSETH:
WHEREAS, the City Council of the City of Rancho Cucamonga (the "City") has formed
the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as
amended (Section 53311 et seq. of the California Government Code) (the "Act") and Resolution
No. 01-162 of the City Council adopted on June 20, 2001;
WHEREAS, the City Council is authorized under the Act and pursuant to Ordinance No.
658 to levy special taxes to pay for the costs of facilities provided by the District;
WHEREAS, under the provisions of the Act, on June 20, 2001, the City Council, acting
as the legislative body of the District, adopted Resolution No. 00-236 which resolution, among
other matters, expressed the determination of the City Council of the necessity to issue special
tax bonds in the maximum aggregate principal amount of $15,000,000 for the District secured by
the special taxes authorized to be levied in Improvement Area No. 1 and Improvement Area No.
2;
WHEREAS, on August 15, 2001, the City Council adopted Resolution No. 01-190 (the
"Resolution") authorizing the issuance 'and sale of bonds for the District pursuant to the Fiscal
Agent Agreement, dated as of August 1, 2001 (the "Prior Fiscal Agent Agreement"), by and
between the District and Wells Fargo Bank, National Association, as fiscal agent, designated the
"City of Rancho Cucamonga Community Facilities District No. 2001-O1 Improvement Area No.
1 and Improvement Area No. 2 Special Tax Bonds, Series 2001-A" (the "Prior Special Tax
Bonds"), for the purpose of funding the acquisition, rehabilitation and construction of certain
public improvements (defined in the Prior Fiscal Agent Agreement as the "Project");
WHEREAS, on September 11, 2001 the Prior Special Tax Bonds in the principal amount
of $14,240,000 were issued;
WHEREAS, on , 2011, the City Council adopted Resolution No. 2011-
(the "Resolution of Issuance") authorizing the issuance and sale of bonds of the District
pursuant to this Agreement designated "City of Rancho Cucamonga Community Facilities
District No. 2001-01 Improvement Area No. 1 and Improvement Area No. 2 Special Tax
Refunding Bonds, Series 2011" (the "Bonds"), for the purpose of financing the defeasance and
refunding of the Prior Special Tax Bonds;
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WHEREAS, it is in the public interest and for the benefit of the City, the District, the
persons responsible for the payment of special taxes and the owners of the Bonds that the District
enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds
of the Bonds, the disposition of the special taxes securing the Bonds, and the administration and
payment of the Bonds;
WHEREAS, all things necessary to cause the Bonds, when authenticated by the Fiscal
Agent and issued as provided in the Act, the Resolution and this Agreement, to be legal, valid
and binding and limited obligations in accordance with their terms, and all things necessazy to
cause the creation, authorization, execution and delivery of this Agreement and the creation,
authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all
respects been duly authorized;
NOW, THEREFORE, that in order to secure the payment of the principal of, premium,
if any, and the interest on all Bonds at any time issued and outstanding under this Agreement,
according to their tenor, and to secure the performance and observance of all the covenants and
conditions therein and herein set forth, and to declare the terms and conditions upon and subject
to which the Bonds are to be issued and received, and in consideration of the premises and of the
mutual covenants herein contained and of the purchase and acceptance of the Bonds by the
holders thereof, and for other valuable considerations, the receipt of which is hereby
acknowledged, the District does hereby covenant and agree with the Fiscal Agent, for the benefit
of the respective holders from time to time of the Bonds, as follows:
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant
to the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the City and the District shall be
for the equal benefit, protection, and security of the Owners from time to time. In consideration
of the acceptance of the Bonds by the Owners thereof, this Agreement shall be deemed to be and
shall constitute a contract between the District and the Owners; and the covenants and
agreements herein set forth to be performed by the District shall be for the equal and
proportionate benefit, security, and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any of the Bonds over any of the others by
reason of the number or date thereof or the time of sale, execution, or delivery thereof, or
otherwise for any cause whatsoever, except as expressly provided therein or herein. All of the
Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement.
The Fiscal Agent may become the Owner of any of the Bonds in its own or any other
capacity with the same rights it would have if it were not Fiscal Agent.
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Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and
of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All capitalized terms not otherwise defined herein shall have the meanings given to
such terms in the Authority Indenture. All references herein to "Articles," "Sections" and other
subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and
the words "herein," "hereof," "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or subdivision hereof.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
"Administrative Expense Fund" means the fund by that name established by Section
3.04A hereof.
"Administrative Expenses" means any or all of the following: the fees and expenses of
the Fiscal Agent (including the fees and expenses of its counsel), the expenses of the City or the
District in carrying out its duties hereunder (including, but not limited to, the levying and
collection of the Special Taxes, complying with the disclosure provisions of the Act, the
Continuing Disclosure Agreement and this Agreement, including those related to public inquiries
regarding the Special Tax and disclosures to Bondowners and the Original Purchaser); the costs
of the City and the District or their designees related to an appeal of the Special Tax; any costs of
the City and the District (including fees and expenses of counsel) to defend the first lien on and
pledge of the Special Taxes to the payment of the Bonds or otherwise in respect of litigation
relating to the District or the Bonds or with respect to any other obligations of the District; the
Proportionate Share of the Authority Administrative Expenses allocable to the Bonds, the
Proportionate Share of the salaries of City staff directly related to the carrying out by the City of
its obligations hereunder or under the Authority Indenture and a proportionate amount of City
general administrative overhead related thereto allocable to the Bonds; and all other costs and
expenses of the City, the District, and the Fiscal Agent incurred in connection with the discharge
of their respective duties hereunder, and in the case of the City, in any way related to the
administration of the District and all actual costs and expenses incurred in connection with the
administration of the Bonds.
"Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented
from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, and (ii) the principal amount of the Outstanding Bonds
scheduled to be paid in such Bond Year.
"Auditor" means the auditor/tax collector of the County of San Bernardino.
"Authority" means the Rancho Cucamonga Public Finance Authority and any successor
thereto.
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"Authority Bonds" means any bonds outstanding under the Authority Indenture, which
are secured by payments to be made on the Bonds.
"Authority Indenture" means that certain Indenture of Trust, dated as of December 1,
2011, by and between the Authority and the Authority Trustee, pursuant to which the Authority
Bonds are issued.
"Authority Trustee" means Wells Fargo Bank, National Association, or any successor
thereto appointed under the Authority Indenture.
"Authorized Officer" means the City Manager, Assistant City Manager, Director of
Finance, or City Clerk of the City, or any other officer or employee authorized by the City
Council of the City or by an Authorized Officer to undertake the action referenced in this
Agreement as required to be undertaken by an Authorized Officer.
"Bond Counsel" means (i) Best Best & Krieger LLP; or (ii) any attorney or firm of
attorneys acceptable to the District and nationally recognized for expertise in rendering opinions
as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.02A hereof.
"Bond Year" means the one-year period beginning on September 2 in each year and
ending on September 1 in the following year except that the first Bond Year shall begin on the
Closing Date and end on September 1, 2012.
"Bonds" means the City of Rancho Cucamonga Community Facilities District No. 2001-
01 Improvement Area No. 1 and Improvement Area No. 2 Special Tax Refunding Bonds, Series
2011, authorized by, and at any time Outstanding pursuant hereto.
"Business Day" means a day which is not a Saturday, Sunday, or legal holiday on which
banking institutions in the State of California, or in any state in which the Principal Office of the
Trustee is located, or the New York Stock Exchange are closed. If any payment hereunder is due
on a day which is not a Business Day, such payment shall be made on the next succeeding
Business Day with the same effect as if made on such previous day.
"CDIAC" means the California Debt and Investment Advisory Commission of the office
of the State Treasurer of the State of California or any successor agency or bureau thereto.
"City" means the City of Rancho Cucamonga, California.
"City Council" means the City Council of the City, acting in its capacity as the
legislative body of the District.
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
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obligations issued on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations promulgated, and applicable official public guidance published,
under the Code.
"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate
relating to the Authority Bonds, executed on the Closing Date by City, as originally executed and
as it may be amended from time to time in accordance with the terms thereof.
"County" means the County of San Bernardino, California.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
such period which relate to principal which has been retired before the beginning of such period.
"Defeasance Obligations" means those obligations described in paragraph A. of the
definition of Permitted Investments.
"District" means the City of Rancho Cucamonga Community Facilities District No.
2001-01, formed pursuant to the Resolution of Formation.
"DTC" means the Depository Trust Company.
"Escrow Agent" means Wells Fargo Bank, National Association, acting as escrow agent
under the Escrow Agreement.
"Escrow Agreement" means that Escrow Agreement Deposit and Trust Agreement dated
as of December 1, 2011 among the District and the Escrow Agent relating to defeasance of the
Prior Special Tax Bonds.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of section 1273 of the Code) and,
otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in
accordance with applicable regulations under the Code; (ii) the investment is an agreement with
specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated
interest rate (for example, a guaranteed investment contract, a forward supply contract or other
investment agreement) that is acquired in accordance with applicable regulations under the Code;
(iii) the investment is a United States Treasury Security -State and Local Government Series that
is acquired in accordance with applicable regulations of the United States Bureau of Public Debt;
or (iv) any commingled investment fund in which the City and related parties do not own more
than a ten percent (10%) beneficial interest therein if the return paid by the fund is without
regard to the source of the investment.
"Fiscal Agent" means the Fiscal Agent appointed by the District and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and assigns,
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and any other corporation or association which may at any time be substituted in its place, as
provided in Section 8.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
"Independent Accountant" means any nationally recognized firm of certified public
accountants or firm of such accountants duly licensed or registered or entitled to practice and
practicing as such under the laws of the State, appointed by the City, and who, or each of whom:
(1) is in fact independent and not under domination of the Authority, the City
or the District;
(2) does not have any substantial interest, direct or indirect, with the
Authority, the City or the District; and
(3) is not connected with the Authority, the City or the District as an officer or
employee of the Authority, the City or the District, but who may be regularly retained to
make reports to the Authority, the City or the District.
"Independent Financial Consultant" means any financial consultant or firm of such
financial consultants appointed by the Authority and who, or each of whom:
(1) is judged by the City to have experience with respect to the financing of
public capital improvement projects;
(2) is in fact independent and not under the domination of the Authority, the
City, or the District;
(3) does not have any substantial interest, direct or indirect, with the
Authority, the City, or the District; and
(4) is not connected with the Authority, the City, or the District as an officer
or employee of the Authority, the City, or the District, but who may be regulazly retained
to make reports to the Authority, the City, or the District.
"Interest Payment Dates" means September 1 and March 1 of each year, commencing
September 1, 2012.
"Investment Earnings" means all interest earned and any gains and losses on the
investment of moneys in any fund or account created by this Agreement.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Net Special Tax Revenues" means, for each Fiscal Year, all Special Tax Revenues
received by the District less an amount equal to the Priority Administrative Expenses Amount.
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"Officer's Certificate" means a written certificate of the District or the City signed by an
Authorized Officer of the City.
"Ordinance" means an ordinance of the City levying the Special Taxes, including
Ordinance No. 658, adopted by the City Council on July 18, 2001.
"Original Purchaser" means the Authority.
"Outstanding," means (subject to the provisions of Section 9.04), when used as of any
particular time with reference to Bonds, all Bonds except: (i) Bonds theretofore canceled by the
Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to
have been paid within the meaning of Section 10.01; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued, and delivered by the District
pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Penalties and Interest" means any penalties or interest in excess of the interest payable
on the Bonds collected in connection with delinquent Special Taxes.
"Penalties and Interest Account" means the account by that name within the Special Tax
Fund pursuant to Section 3.03D hereof.
"Permitted Investments" shall have the meaning given such term in the Authority
Indenture.
"Person" means an individual, corporation, fine, association, partnership, trust, or other
legal entity or group of entities, including a governmental entity or any agency or political
subdivision thereof.
"Prepayments" means Special Tax Revenues identified to the Fiscal Agent by an
Authorized Officer as representing a prepayment of the Special Tax pursuant to the RMA.
"Principal Office" means the principal corporate trust office of the Fiscal Agent as may
be designated from time to time by the Fiscal Agent in writing to the District initially set forth in
Section 11.06 hereof.
"Prior Fiscal Agent Agreement" means the Fiscal Agent Agreement, dated as of August
1, 2001, by and between the City, acting for and on behalf of the District, and Wells Fargo Bank,
National Association, as fiscal agent, pertaining to the Prior Special Tax Bonds.
"Prior Special Tax Bonds" means the outstanding City of Rancho Cucamonga
Community Facilities District No. 2001-01 Improvement Area No. 1 and Improvement Area No.
2 Special Tax Bonds, Series 2001-A.
"Priority Administrative Expense Amount" means an annual amount equal to $ , or
such lesser amount as may be designated by written instruction from an Authorized Officer of
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the District to be allocated as the first priority of Special Taxes received each Fiscal Year for the
payment of Administrative Expenses allocated to the Bonds.
"Project" shall have the meaning given such term in the Prior Fiscal Agent Agreement.
"Proportionate Share" shall have the meaning given such term in the Authority Indenture.
"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date.
"Reserve Fund" means the fund by that name established by Section hereof.
"Reserve Requirement" means an amount equal to $
"Resolution of Formation" means Resolution No. 01-162, adopted by the City Council on
June 20, 2001.
"Resolution of Issuance" shall have the meaning given such term in the recitals hereto.
"RMA" means the Rate and Method of Apportionment of the Special Tax for the District
approved by the qualified electors within the District at a special election held on June 20, 2001.
"Special Tax Refunding Bonds" shall have the meaning given such term in the Authority
Indenture.
"Special Tax Fund" means the fund by that name established by Section 3.03A hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the District
including any scheduled payments and any prepayments thereof, interest thereon and proceeds of
the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes
to the amount of said lien and interest and penalties thereon. Notwithstandirig the foregoing,
"Special Tax Revenues" does not include Penalties and Interest.
"Special Taxes" means the special taxes levied within the District pursuant to the Act, the
RMA, the Ordinance, and this Agreement.
"Supplemental Agreement" means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the City Council under the Act and which
agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that
such agreement is specifically authorized hereunder.
"Treasurer" means the person who is acting in the capacity as treasurer or finance
director to the City or the designee of either such officer.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amounts; Designations. Bonds in the aggregate principal
amount of ($ )are hereby authorized to be issued by the
District under and subject to the terms of the Resolution of Issuance and this Agreement, the Act
and other applicable laws of the State of California. The Bonds shall be designated "City of
Rancho Cucamonga Community Facilities District No. 2001-01 Special Tax Refunding Bonds,
Series 2011." This Agreement constitutes a continuing agreement of the District with the
Owners from time to time of the Bonds to secure the full payment of the principal of, premium,
if any, and interest on all such Bonds subject to the covenants, provisions, and conditions herein
contained.
Section 2.02. Terms of Bonds.
A. Form; Denominations. The Bonds shall be issued as fully registered bonds
without coupons in the denomination of $5,000 or any integral multiple thereof; provided,
however, one Bond from each maturity may be in an amount other than $5,000 or an integral
multiple thereof. The Bonds shall be lettered and numbered in a customary manner as
determined by the Fiscal Agent.
B. Date of the Bonds. The Bonds shall be dated the Closing Date.
C. Maturities, Interest Rates. The Bonds shall mature on the dates and shall bear
interest at the rates as follows:
Maturity Date Principal
(September 1) Aroount Coupon
$
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D. Interest. 'fhc Bonds shall bear interest at the rates set forth above payable five (5)
days preceding the Interest Payment Dates in each year. Interest shall be calculated on the basis
oi' a 3(0-day year composed of twelve 30-day months. C;ach Bond shall bear interest from the
Interest Payment Date next preceding the date of authentication thereol• unless (i) it is
authenticated on an Interest Payment Date, in which event it shall bear interest from such date of
authentication; or (ii) it is authenticated prior to an Interest Payment Date and alter the close of
business on the Record Date preceding such Interest Payment Date, in which event it shall bear
interest from such Interest Payment Date; or (iii) it is authenticated prior to the Record Date
preceding the first Interest Payment Date, in which event it shall bear interest from the Closing
Date; provided, however, that if at the time of authentication of a Bond, interest is in default
thereon, such Bond shall bear interest from the Interest Payment Date to ~~~hich interest has
previously been paid or made available for payment thereon.
L. Method of Payment. Interest on the Bonds (including the final interest payment
upon maturity or earlier redemption) is payable by check or draft of the Fiscal Agent mailed at
least five (5) days preceding the Interest Payment Dates by first class mail to the registered
O~~~ner thereof at such registered Owner's address as it appears on the registration books
maintained b}' the Fiscal Agent at the close of business on the Record Date preceding the Interest
Payment Date, or by wire transfer made on such Interest Payment Date upon instructions of any
Owner of $1,000,000 or more in aggregate principal amount of Bonds.
The principal of the Bonds and any premium on the Bonds are payable in la«~ful money
of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal
Agent.
All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the
Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of
destruction thereof to the District.
Section 2.03. Redemption.
A. Optional Redemption. The Bonds maturing on or alter September 1, may be
redeemed at the option of the District from any source of funds other than prepayment of Special
Taxes, prior to their stated maturity, as a whole or in part (in integral multiples of $5,000) on any
Interest Payment Uate on or after September I, ,from such maturities as are selected by the
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District, and by lot within a maturity, at a redemption price equal to the principal amount of the
Bonds or portions thereof to be redeemed, together with accrued interest thereon to the date fixed
for redemption.
Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Refunding Obligations is adequate to make the timely payment of principal, including mandatory
sinking fund payments, and interest due on the Authority Bonds that will remain outstanding
following the corresponding redemption of the Authority Bonds resulting from such optional
redemption of the Bonds.
B. Mandatory Redemption from the Prepayment of Special Taxes. The Bonds shall
be subject to redemption on any Interest Payment Date, prior to maturity, as a whole or in part
from such maturities, as are selected by the District, from the prepayment of Special Taxes at the
following redemption prices (expressed as percentages of the principal amount of the Bonds to
be redeemed), together with accrued interest thereon to the date of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ 10
1, 20 and 1, 20 10
1, 20 and on any Interest
Payment Date thereafter 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
C. Purchase In Lieu of Redemption. In lieu of redemption under Section 2.03A or
2.03B, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase
of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate
requesting such purchase, at public or private sale as and when, and at such prices (including
brokerage and other charges) as such Officer's Certificate may provide, but in no event may
Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to
the date of purchase, unless a greater purchase price is permitted under the Act and the District
determines that it will have sufficient amounts in the Bond Fund, following such purchase, to
pay Debt Service on the Bonds.
D. Notice to Fiscal Agent. The District shall give the Fiscal Agent written notice of
its intention to redeem Bonds pursuant to Section 2.03A or 2.03B not less than sixty (60) days
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prior to the applicable redemption date, unless such notice shall be waived by the Fiscal Agent,
unless the Fiscal Agent agrees to a shorter period.
E. Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of
any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the respective registered
Owners of any Bonds designated for redemption, at their addresses appearing on the Bond
registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a
condition precedent to such redemption and failure to mail or to receive any such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding Bonds are to be called for redemption, shall designate the Bond numbers
of the Bonds to be redeemed by giving the individual Bond number of each Bond to be redeemed
or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be
redeemed or that all of the Bonds of one or more maturities have been called for redemption,
shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall
require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for
redemption at the said redemption price, and shall state that further interest on such Bonds will
not accrue from and after the redemption date. The cost of mailing any such redemption notice
and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the
District.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall, to the extent practicable, bear the Bond number
identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or
other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from
all Bonds or such given portion thereof not previously called for redemption, among maturities
as specified by the District in a written certificate delivered to the Fiscal Agent, and by lot within
a maturity in any manner which the District in its sole discretion shall deem appropriate and fair.
In providing such certificate, the District shall provide for the redemption of Bonds such that the
remaining Debt Service payable on the Bonds shall remain level as possible.
Upon surrender of Bonds redeemed in part only, the District shall execute and the Fiscal
Agent shall authenticate and deliver to the registered Owner, at the expense of the District, a new
Bond or Bonds, of the same Series and maturity, of authorized denominations in aggregate
principal amount equal to the unredeemed portion of the Bond or Bonds.
F. Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so
called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall
cease to be entitled to any benefit under this Agreement other than the right to receive payment
of the redemption price, and no interest shall accrue thereon on or after the redemption date
specified in such notice.
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All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be
canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon
written request of the District, issue a certificate of destruction thereof to the District.
Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the forms,
respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein,
with necessary or appropriate variations, omissions and insertions, as permitted or required by
this Agreement, the Resolution, and the Act. The Bonds of any other Series and the fonn of the
certificate of authentication and assignment to appear thereon shall be in such form or forms as
may be specified in the Supplemental Agreement creating such Series of Bonds.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
District by the manual or facsimile signatures of the Mayor and City Clerk, who are in office on
the date of adoption of this Agreement or at any time thereafrer. The Bonds shall then be
delivered to the Trustee for authentication. If any officer whose signature appears on any Bond
ceases to be such officer before delivery of the Bonds to the Owner, such signature shall
nevertheless be as effective as if the officer had remained in office until the delivery of the
Bonds to the Owner. Any Bond may be signed and attested on behalf of the District by such
persons as at the actual date of the execution of such Bond shall be the proper officers of the
District although at the nominal date of such Bond any such person shall not have been such
officer of the District.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory
for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the
person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
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Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and
of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal
Agent in connection with any such exchange shall be paid by the District. The Fiscal Agent shall
collect from the Owner requesting such exchange any tax or other governmental charge required
to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds which books shall
show the number, date, amount, rate of interest and last known Owner of each Bond and shall at
all times be open to inspection by the District or the City during regular business hours upon
reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The District and the Fiscal Agent will treat the Owner of any Bond whose name appears
on the Bond register as the absolute Owner of such Bond for any and all purposes, and the
District and the Fiscal Agent shall not be affected by any notice to the contrazy. The District and
the Fiscal Agent may rely on the address of the Bond Owner as it appears in the Bond register
for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the District, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the District upon
the same conditions and in substantially the same manner as the definitive Bonds. If the District
issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon
the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds
at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall
designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary
Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations.
Until so exchanged, the temporary bonds shall be entitled to the same benefits under this
Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the District, at the expense of the Owner of said Bond, shall execute, and the Fiscal
Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the
Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled
by it and destroyed by the Fiscal Agent, who shall deliver a certificate of destruction thereof to
the District. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or
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theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and
indemnity for the District and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the
District, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and
deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond
so lost, destroyed or stolen. The District may require payment of a sum not exceeding the actual
cost of preparing each new Bond delivered under this Section and of the expenses which may be
incurred by the District and the Fiscal Agent for the preparation, execution, authentication and
delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to
be lost, destroyed or stolen shall constitute an original additional contractual obligation on the
part of the District whether or not the Bond so alleged to be lost, destroyed or stolen is at any
time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of
this Agreement with all other Bonds issued pursuant to this Agreement.
Section 2.11. Type and Nature of the Bonds; Limited Obligation. Neither the faith
and credit nor the taxing power of the City, the State of California or any political subdivision
thereof other than the District is pledged to the payment of the Bonds. Except for the Special
Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are not general or
special obligations of the City nor general obligations of the District but are limited obligations
of the District payable solely from Net Special Tax Revenues. The District's limited obligation
to pay the principal of, premium, if any, and interest on the Bonds from the Net Special Tax
Revenues is absolute and unconditional, free of deductions and without any abatement, offset,
recoupment, diminution or set-off whatsoever. No Owner of the Bonds may compel the exercise
of the taxing power by the District (except as it pertains to the Special Taxes) or the City or the
forfeiture of any of their property. The principal of and interest on the Bonds and premiums upon
the redemption thereof, if any, are not a debt of the City, the State of California or any of its
political subdivisions except the District within the meaning of any constitutional or statutory
limitation or restriction. The Bonds are not a legal or equitable pledge, charge, lien, or
encumbrance upon any of the District's property, or upon any of its income, receipts or revenues,
except the Net Special Tax Revenues and amounts on deposit in the Special Tax Fund and the
Bond Fund to the extent pledged hereunder which are, under the terms of this Agreement and the
Act, set aside for the payment of the Bonds and interest thereon and neither the members of the
legislative body of the District nor any persons executing the Bonds are liable personally on the
Bonds by reason of their issuance.
Section 2.12. Equality of Bonds and Pledge of Net Special Tax Revenues. Pursuant
to the Act and this Agreement, the Bonds shall be equally payable from the Net Special Tax
Revenues and other amounts in the Special Tax Fund without priority for number, date of the
Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and
principal of the Bonds and any premiums upon the redemption thereof, shall be exclusively paid
from the Net Special Tax Revenues and other certain other amounts in the Special Tax Fund,
which are hereby set aside for the payment of the Bonds. Amounts in the Special Tax Fund shall
constitute a trust fund held for the benefit of the Owners to be applied to the payment of the
interest on and principal of the Bonds and so long as any of the Bonds or interest thereon remain
Outstanding shall not be used for any other purpose, except as permitted by this Agreement.
Nothing in this Fiscal Agent Agreement shall preclude, subject to the limitations
contained hereunder, the redemption prior to maturity of any Bonds subject to call and
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redemption and payment of said Bonds from proceeds of refunding bonds issued under the Act
as the same now exists or as hereafter amended, or under any other law of the State of California,
which shall be payable from Net Special Tax Revenues.
Section 2.13. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds
shall be issued in fully registered form in any denomination. The Bonds and any Parity Bonds of
each issue shall be numbered as desired by the Fiscal Agent.
Section 2.14. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the prepayment or
redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and dischazge of
this Agreement under Section 10.01 hereof.
Section 2.15. Additional Bonds. Other than for the purpose of refunding the Bonds, no
additional Bonds entitled to a lien on the Net Special Tax Revenues shall be issued hereunder.
Section 2.16. Validity of the Bonds. The validity of the authorization and issuance of
the Bonds shall not be affected in any way by any defect in any proceedings taken by the District
for the issuance and sale of the Bonds and the recital contained in the Bonds that the same are
issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of
their validity and the regularity of their issuance.
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of the Bonds. At any time after the execution of
this Agreement, the District may issue the Bonds in the aggregate principal amount set forth in
Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized Officers of the
District are hereby authorized and directed to deliver any and all documents and instruments
necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the
Resolution of Issuance and this Agreement and to do and cause to be done any and all acts and
things necessary or convenient for delivery of the Bonds to the Original Purchaser, upon
payment of the purchase price for the Bonds.
Section 3.02. Application of Proceeds of Sale of the Bonds and Transfers from the
Prior Special Tax Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser
(being $ equal to the paz amount of $ minus the.Original Purchaser's
discount of $ )shall be paid to the Fiscal Agent, who shall forthwith set aside, pay
over and transfer such proceeds on the Closing Date as follows:
A. $ shall be transferred to the Escrow Agent for deposit into the Escrow
Fund held by the Escrow Agent under the Escrow Agreement;
B. $ shall be deposited into the Reserve Fund; and
C. $ shall be transferred to the Authority Trustee for deposit into the
Costs of Issuance Fund held under the Authority Indenture.
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On the Closing Date the following proceeds of the Prior Special Tax Bonds shall be
transferred to the Fiscal Agent, who shall forthwith deposit such proceeds on such Closing Date
as follows:
A. $ shall be deposited in the Administrative Expense Fund.
Section 3.03. Special Tax Fund.
A. Establishment of Special Tax Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the "Special Tax Fund," to the credit of which the District or
the City, on behalf of the District, shall deposit, immediately upon receipt, all Special Tax
Revenue received by the District or the City, on behalf of the District. Moneys in the Special
Tax Fund, other than Penalties and Interest, shall be held by the Fiscal Agent for the benefit of
the District and the Owners of the Bonds, shall be disbursed as provided below and, pending any
disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
B. Disbursements of Special Tax Revenues. The Special Tax Revenues deposited in
the Special Tax Fund shall be held and, other than Special Tax Revenues representing
Prepayments, subsequently transferred to the following funds and accounts not later than the
dates and in the amounts set forth in the following paragraphs and in the following order of
priority:
1. to the District for deposit in Administrative Expense Fund an amount
equal to the Priority Administrative Expense Amount estimated to be due and payable during the
Fiscal Year;
2. not later than ten (10) Business Days prior to each Interest Payment Date,
to the Bond Fund:
a. the amount representing past due installments of principal, interest
and premium on the Bonds (including any interest thereon pursuant to the second
sentence of the second paragraph of Section 4.02B), if any, resulting from the
delinquency in the payment of such Special Taxes; and
b. an amount, taking into account any amounts then on deposit in the
Bond Fund (other than by reason of the preceding paragraph a.) such that the
amount in the Bond Fund equals the principal, premium, if any, and interest due
on the Bonds on the next Interest Payment Date;
3. no later than ten (10) Business Days prior to each Interest Payment Date,
to the Reserve Fund that amount, in addition to the amount transferred to the Bond Fund
pursuant to paragraph 2. above, necessary to replenish any draw on the Reserve Fund resulting
from the delinquency in the payment of scheduled debt service on the Bonds ;
4. on September 2 of each year after making the deposits and transfers
required under paragraphs 1 and 2 above and the transfer, if any, authorized under paragraph 3
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above, upon receipt of written instructions from an Authorized Officer on or before the
preceding June 30, to the Authority Trustee the amount specified in such written instructions
necessary for the payment of the Proportionate Share of any rebate amount due and owing to the
United States of America by the Authority on the Authority Bonds;
5. on September 2 of each year after making the deposits and transfers
required under paragraphs ]through 4 above, upon receipt of written instructions from an
Authorized Officer, to the District for deposit in the Administrative Expense Fund the amount
specified in such written instructions necessary for payment of the estimated Administrative
Expenses projected to be due and payable in the next Fiscal Year, reimbursement of any
Administrative Expenses incurred during the Fiscal Year ending on such June 30 or the
establishment or replenishment of a reasonable operating reserve within the Administrative
Expense Fund and not included in any prior transfer made pursuant to paragraph 1 and 4 above;
and
6. after September 2 of each year, after making the deposits and transfers
made pursuant to paragraphs ]through 5 above, monies then on deposit in the Special Tax Fund
shall remain therein and shall be subsequently deposited or transferred pursuant to the provisions
of paragraphs 1 through 5 above.
C. Transfer of Prepayments. Amounts constituting Prepayments shall be transferred
by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agent in a segregated account
within the Bond Fund designated as "Prepayment Account" and used to redeem Bonds pursuant
to paragraph 2 of Section 2.03B. Any such transfer of Prepayments shall be accompanied by
written instructions executed by the Treasurer or an Authorized Officer directing the Fiscal
Agent to place such Prepayments in the Prepayment Account.
D. Penalties and Interest. Amounts constituting Penalties and Interest shall be
transferred by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agentin a segregated
account within the Special Tax Fund designated as "Penalties and Interest Account." The
moneys on deposit in the Penalties and Interest Account shall be held and subsequently
transferred, upon receipt of written instructions contained in an Officer's Certificate, to the
following funds and accounts not later than the dates and in the amounts set forth in the
following paragraphs and in the following order of priority:
1. to the Administrative Expense Fund that amount as specified in such
written instructions necessary for payment of the estimated Administrative Expenses projected to
be due and payable in the next Fiscal Year, reimbursement of any Administrative Expenses
incurred during the Fiscal Year ending on such June 30 or establishment or replenishment of a
reasonable operating reserve within the Administrative Expense Fund not included in any prior
transfer made pursuant to pazagraphs 3 or 6 of subsection B above;
2. to the Bond Fund that amount as specified in such Officer's Certificate for
the payment of debt service on the Bonds; or
3. to such other fund or account as specified in such Officer's Certificate for
any authorized purpose of the District.
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E. Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 3.04.
Section 3.05. Administrative Expense Fund.
A. Establishment of Administrative Expense Fund. There is hereby established, as a
separate account to be held by the District, the "Administrative Expense Fund" to the credit of
which transfers from the Fiscal Agent shall be made to the District as required by Sections
3.02D, 3.03B or 3.03D hereof. Moneys in the Administrative Expense Fund shall be held in
trust by the District for the benefit of the City, the District and the Authority, and shall be
disbursed as provided below.
B. Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn
by the District and paid to the payee specified in an Officer's Certificate stating the amount to be
withdrawn, that such amount is to be used to pay an Administrative Expense and the nature of
such expense. Amounts on deposit in the Administrative Expense Fund at the end of any Fiscal
Year shall be retained in such fund as an operating reserve and shall be disbwsed as provided for
in this paragraph B.
C. Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained by the
District in the Administrative Expense Fund to be used for the purposes of such fund.
ARTICLE IV
NET SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Net Special Tax Revenues. The Bonds shall be secured by a
first pledge (which pledge shall be effected in the manner and to the extent herein provided) of
all of the Net Special Tax Revenues and all moneys deposited in the Bond Fund and, until
disbwsed as provided herein, in the Special Tax Fund, except for moneys on deposit in the the
Penalties and Interest Account. The Net Special Tax Revenues and all moneys deposited into
said funds (except as otherwise provided herein) are hereby dedicated to the payment of the
principal of, and interest and any premium on, the Bonds as provided herein and in the Act until
all of the Bonds have been paid and retired or until moneys or Defeasance Obligations have been
set aside irrevocably for that purpose in accordance with Section 10.01.
Section 4.02. Bond Fund.
A. Establishment of Bond Fund. There is hereby established as a separate fund to be
held by the Fiscal Agent for the "Bond Fund" and, within the Bond Fund, the "Prepayment
Account" to the credit of which deposits shall be made as required by paragraph 2 of Section
3.03B. and by Section 3.03C., and any other amounts required to be deposited therein by this
Agreement or the Act. In addition to the foregoing deposits, the Fiscal Agent shall also deposit
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amount received from the Authority Trustee transferred to the Fiscal Agent pursuant to Section
5.05 of the Authority Indenture. Moneys in the Bond Fund shall be held by the Fiscal Agent for
the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of,
and interest and any premium on, the Bonds as provided below, and, pending such disbursement,
shall be subject to a lien in favor of the Owners of the Bonds.
B. Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any
premium, then due and payable on the Bonds, including any amounts due under Section 2.03A.
hereof; provided, however, that available amounts in the Bond Fund shall first be used to pay to
the Owners of the Bonds any past due installments of interest, principal (including mandatory
sinking payments) of and premium, if any, on the Bonds, in that order. Amounts transferred to
the Bond Fund from the Special Tax Fund pursuant to paragraph 2.a. of Section 3.03B. shall
immediately be paid to the Owners of the Bonds in respect of past due payments on the Bonds,
and amounts transferred to the Prepayment Account pursuant to Section 3.03C. shall be used to
redeem Bonds pursuant to Section 2.03B.
If afrer the foregoing transfers, there are insufficient funds in the Bond Fund to make the
payments provided for in the first sentence of this Section 4.02B., the Fiscal Agent shall apply
the available funds first to the payment of interest on the Bonds, then to the payment of principal
and any mandatory sinking payments due on the Bonds. Any installment of principal (including
mandatory sinking payments), premium, if any, or interest on the Bonds which is not paid when
due shall accrue interest at the rate of interest on the Bonds until paid, and shall be paid
whenever funds in the Bond Fund are sufficient therefor.
If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled
payment date for the Bonds, the Fiscal Agent shall notify the District and the Treasurer in
writing of such failure, and the Treasurer shall notify the California Debt Advisory Commission
of such failure within 10 days of the failure to make such payment, as required by Section
53359(c)(1) of the Act.
C. Investment. Moneys in the Bond Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from the investment and
deposit of amounts in the Bond Fund shall be retained in the Bond Fund.
Section 4.03. Reserve Fund.
A. Establishment of Reserve Fund. There is hereby established as a separate fund to
be held by the Fiscal Agent, the "Reserve Fund," to the credit of which a deposit shall be made
as required by Section 3,02B. hereof. Moneys in the Reserve Fund shall be held by the Fiscal
Agent for the benefit of the Bondowners and shall be disbursed as provided in Section 4.03B
below.
B. Procedure for Disbursement. Moneys on deposit in the Reserve Fund shall be
used solely for the purpose of paying the principal of and interest on the Bonds as such amounts
shall become due and payable in the event that the moneys in the Special Tax Fund and the Bond
Fund for such purpose are insufficient therefor or redeeming Bonds as described below. The
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Fiscal Agent shall, when and. to the extent necessary, withdraw money from the Reserve Fund
and transfer such money to the Bond Fund or the Redemption Fund for such purpose.
On any date after either the transfers, if any, required by the preceding paragraph have
been made For any Bond Year or the valuation of the Permitted Investments in the Reserve Fund
pursuant to Section 6.01 below, if the amount on deposit in the Reserve Fund is less than the
Reserve Requirement, the Fiscal Agent shall transfer to the Reserve Fund from the first available
monies in the Special Tax Fund an amount necessary to increase the balance therein to the
Reserve Requirement. If at least ten (10) Business Days prior to each Interest Payment Date of
each year, the amount on deposit in the Reserve Fund is in excess of the Reserve Requirement,
the Fiscal Agent shall transfer such excess to the Bond Fund. In connection with any optional
redemption of Bonds pursuant to Section 2.03A., amounts on deposit in the Reserve Fund which
would be in excess of the Reserve Requirement following such redemption shall be transferred to
the Redemption Fund or the Bond Fund, as applicable, prior to such redemption and applied to
such redemption of Bonds pursuant to written instructions of the District contained in an
Officer's Correspondence.
Upon receipt of an Officer's Correspondence instructing the Fiscal Agent to transfer
certain moneys representing a Reserve Fund credit for a Prepayment pursuant to the RMA ,the
Fiscal Agent shall transfer the amount specified in such instructions from the Reserve Fund to
the Redemption Fund for the purpose of redeeming Bonds pursuant to such instructions.
Whenever the balance in the Reserve Fund and the Bond Fund exceeds the amount
required to redeem or pay the Outstanding Bonds, including interest accrued to the date of
payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall
transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding
interest payment date, to the payment and redemption, in accordance with Section of all of
the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the
Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance
in the Reserve Fund shall be transferred to the District to be used for any lawful purpose of the
District as set forth in the Act.
C. Investment. Moneys in the Reserve Fund shall be invested and deposited by the
Fiscal Agent in accordance with Section hereof. Interest earnings and profits from such
investment and deposit shall be retained in the Reserve Fund to be used for the purposes of such
fund. All Authorized Investments in the Reserve Fund shall be valued at their cost at least semi-
annually on February 1 and August 1 so long as at lease 25% of the moneys in the Reserve Fund
are invested for a period not to exceed two (2) years in length.
ARTICLE V
OTHER COVENANTS OF THE DISTRICT
Section 5.01. Warranty. The District shall preserve and protect the security pledged
hereunder to the Bonds against all claims and demands of all persons.
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Section 5.02. Covenants. So long as any of the Bonds issued hereunder are Outstanding
and unpaid, the District makes the covenants set forth herein below in this Article V with the
Bondowners under the provisions of the Act and this Fiscal Agent Agreement (to be performed
by the District or the City, acting for and on behalf of the District, or its proper officers, agents
and employees), which are covenants necessary and desirable to secure the Bonds and tend to
make the Bonds more marketable; provided, however, that such covenants do not require the
District to expend any funds or moneys other than the Net Special Tax Revenues.
Section 5.03. Punctual Payment. The District shall punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.04. Limited Ob-igation. The Bonds are limited obligations of the District and
are payable solely from and secured solely by the Net Special Tax Revenues and the amounts in
the Bond Fund and the Special Tax Fund created hereunder.
Section 5.05. Payment of Claims. The District will pay and discharge any and all lawful
claims for labor, materials, or supplies which, if unpaid, might become a lien or charge upon the
Special Tax Revenues or which might otherwise impair the security of the Bonds then
Outstanding; provided that nothing herein contained shall require the District to make any such
payments so long as the District in good faith shall contest the validity of any such claims.
Section 5.06. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the District shall not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and shall
not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or
funding said claims for interest or in any other manner. In case any such claim for interest shall
be extended or funded, whether or not with the consent of the District, such claim for interest so
extended or funded shall not be entitled, in case of default hereunder, to the benefits of this
Agreement, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all claims for interest which shall not have so extended or funded.
Section 5.07. Against Encumbrances. The District will not encumber, pledge or place
any charge or lien upon any of the Net Special Tax Revenues or other amounts pledged to the
Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Agreement.
Section 5.08. Books and Records. The District will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the District, in
which complete and correct entries shall be made of all transactions relating to the expenditure of
amounts disbursed from the Bond Fund and the Special Tax Fund and relating to the Special Tax
Revenues.
Section 5.09. Protection of Security and Rights of Owners. The District will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and defend
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their rights against all claims and demands of all persons. From and afrer the delivery of any of
the Bonds by the District, the Bonds shall be incontestable by the District.
Section 5.10. Collection of Special Tax Revenues. The District shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
On or about July 10 of each year, the Treasurer shall communicate with the Auditor to
ascertain the relevant parcels on which the Special Taxes aze to be levied, taking into account
any parcel splits during the preceding and then current year.
The Treasurer shall effect the levy of the Special Taxes each Fiscal Year on the parcels
within the District in accordance with the Ordinance, such that the computation of the levy is
complete before the final date on which the Auditor will accept the transmission of the Special
Tax amounts for the parcels within the District for inclusion on the next secured tax roll. Upon
the completion of the computation of the amounts of the levy, the Treasurer shall prepare or
cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to
include the levy of the Special Taxes on the next secured tax roll. The Special Taxes so levied
shall be payable and be collected in the same manner and at the same time and in the same
installments as the general taxes on real property are payable, and have the same priority,
become delinquent at the same time and in the same proportionate amounts and bear the same
proportionate penalties and interest afrer delinquency as do the general taxes on real property,
unless otherwise provided by the District.
In the event that the Treasurer determines to levy all or a portion of the Special Taxes by
means of direct billing of the property owners of the pazcels within the District, the Treasurer
shall, not less than forty-five (45) days prior to each Interest Payment Date, send bills to the
owners of such real property located within the District subject to the levy of the Special Taxes
for Special Taxes in an aggregate amount necessary to meet the financial obligations of the
District with respect to the District due on the next Interest Payment Date, said bills to specify
that the amounts so levied shall be due and payable not less than thirty (30) days prior to such
Interest Payment Date and shall be delinquent if not paid when due.
In any event, the Treasurer shall fix and levy the amount of Special Taxes within the
District required for the payment of principal of and interest on any Outstanding Bonds
becoming due and payable during the ensuing year, an amount necessary to replenish the
Reserve Fund pursuant to Section 3.03B.3. and an amount estimated to be sufficient to pay the
Administrative Expenses during such yeaz, all in accordance with the RMA and the Ordinance.
The Special Taxes so levied shall not exceed the authorized amounts as provided in the
proceedings pursuant to the Resolution of Formation.
The Treasurer is hereby authorized to employ consultants to assist in computing the levy
of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received.
The fees and expenses of such consultants and the costs and expenses of the Treasurer (including
a charge for City or District staff time) in conducting its duties hereunder shall be an Local
Refunding Obligation Administrative Expense hereunder.
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Section 5.1 ]. Further Assurances. The District shall adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the rights and benefits provided in this
Agreement.
Section 5.12. Tax Covenants. The District shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which if
such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date would have caused any of the Authority Bonds to be
"arbitrage bonds" within the meaning of Section 148(a) of the Tax Code or to be "private activity
bonds" within the meaning of Section 141 of the Tax Code.
The District agrees to furnish all information to, and cooperate fully with, the Authority,
the Trustee and their respective officers, employees, agents and attorneys, in order to assure
compliance with the provisions of Section 6.07 of the Authority Indenture. In the event that the
Authority shall notify the District that the Authority has determined, pursuant to Section 6.07 of
the Authority Indenture, that any amounts are due and payable to the United States of America
thereunder and that neither the Authority nor the Authority Trustee has on deposit an amount of
available moneys to make such payment, the District shall promptly direct the Fiscal Agent pay
to the Authority Trustee from available Net Special Tax Revenues the Proportionate Share of the
amounts determined by the Authority to be due and payable to the United States of America.
Section 5.13. Covenant to Foreclose. On or before March 1 and June 1 of each Fiscal
year, the District will review the public records of the County in connection with the Special
Taxes levied in such Fiscal Year to determine the amount of Special Taxes actually collected in
such Fiscal Year. If the District determines that any parcel subject to the Special Taxes is
delinquent in the payment of two or more installments of Special Taxes, the City shall, not later
than forty-five (45) days of such determination, send or cause to be sent a notice of delinquency
(and a demand for immediate payment thereof) to the property owner. The City shall cause
judicial foreclosure proceedings to be commenced and filed in the Superior Court not later than
riinety (90) days of such determination against any parcel for which a notice of delinquency was
given pursuant to this section and for which the Special Taxes remain delinquent.
The City Attorney is hereby authorized to employ counsel to conduct any such
foreclosure proceedings. The fees and expenses of any such counsel and costs and expenses of
the City Attorney (including a charge for City or District staff time) in conducting foreclosure
proceedings shall be an Administrative Expense hereunder.
Notwithstanding any provision of the Act or other law of the State to the contrary, in
connection with any foreclosure related to delinquent Special Taxes:
A. The City, or the Fiscal Agent, is hereby expressly authorized to credit bid at any
foreclosure sale, without any requirement that funds be placed in the Bond Fund or otherwise be
set aside in the amount of such credit bid, in the amount specified in Section 53356.5 of the Act
or such lesser amount as determined under B. below or otherwise under Section 53356.6 of the
Act.
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B. The City may permit property with delinquent Special Tax payments to be sold
for less than the amount specified in Section 53356.5 of the Act, if it determines that such sale is
in the interest of the Bond Owners. The Bond Owners, by their acceptance of the Bonds, hereby
consent to such sale for such lesser amounts (as such consent is described in Section 53356.6 of
the Act), and hereby release the City, its officers and its agents from any liability in connection
therewith.
C. The City is hereby expressly authorized to use amounts in the Administrative
Expense Fund to pay costs of foreclosure of delinquent Special Taxes.
D. The City may forgive all or any portion of the Special Taxes levied or to be levied
on any parcel in the District, so long as the City determines that such forgiveness is not expected
to adversely affect its obligation to pay principal of and interest on the Bonds.
Section 5.14. Annual Reports to CDIAC. Not later than October 30 of each year,
commencing October 30, 2012, and until the October 30 following the final maturity of the
Bonds, the Treasurer shall supply the information required by Section 53359.5(b) or (c) of the
Act to CDIAC (on such forms as CDIAC may specify) and the District.
Section 5.15. Continuing Disclosure to Owners. The District acknowledges that the
City has executed and delivered a Continuing Disclosure Certificate, for and on behalf of the
Authority and the District, for the benefit of the holders and beneficial owners of the Authority
Bonds and in order to assist the Underwriter in complying with Rule ISc2-12(b)(5) of the
Securities and Exchange Commission. The District hereby covenants and agrees that it will
cause all of its obligations under the Continuing Disclosure Certificate to be carried out.
Notwithstanding any other provision of this Agreement, failure of the District to comply with the
Continuing Disclosure Agreement shall not be considered a default hereunder; however, the
Underwriter or any holder or beneficial owner of 25% of the Authority Bonds may take such
actions as may be necessary and appropriate to compel performance by the District of its
obligations under this Section 5.15, including seeking mandate or specific performance by court
order.
Section 5.16. Public Access to Facilities. The City and the District shall provide or
cause to be provided access to members of the general public to all portions of the Project
financed with the proceeds of the Prior Special Tax Bonds. Said access shall not grant priority to
any one person over that of another person, and shall be subject to any applicable City ordinance,
rule or regulation.
Section 5.17. Modification of Maximum Authorized Special Tax. The District, to the
maximum extent that the law permits it to do so, covenants that no modification of the minimum
or maximum authorized Special Tax shall be approved by the District nor shall the District take
any other action which would (i) prohibit the District from levying the Special Tax within the
District in any Fiscal Year at such a rate as would generate Net Special Tax Revenues in such
Fiscal Year at least equal to 110% of Annual Debt Service on all Bonds then Outstanding; (ii)
discontinue or cause the discontinuance of such levy; or (iii) permit the prepayment of the
Special Tax except as permitted pursuant to the the RMA.
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Section 5.18. Covenant to Defend. The District covenants, in the event that any
initiative is adopted by the qualified electors in the District which purports to reduce the
minimum or the maximum Special Tax below the levels specified in Section 5.17 above or to
limit the power of the District to levy the Special Taxes within the District for the purposes set
forth in Section 5.10 above, it will commence and pursue legal action in order to preserve its
ability to comply with such covenants.
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY
OF THE DISTRICT
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or
account created or established by this Agreement and held by the Fiscal Agent shall be invested
by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate
filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such
investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any
such moneys in Permitted Investments described in clause B(5) of the definition thereof to the
extent practicable which by their terms mature prior to the date on which such moneys are
required to be paid out hereunder, or are held uninvested. The Treasurer shall make note of any
investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions
can be taken to assure compliance with Section 5.10.
In the event of any transfer by the Authority Trustee from the Residual Account thereof
pursuant to Section 5.02(e) of the Authority Indenture for deposit in the Bond Fund pursuant to
4.02A., all moneys on deposit in the Special Tax Fund and the Bond Fund shall be held in cash
or invested in Permitted Investments constituting cash equivalents until the payment of the
principal of and interest on the Bonds on the September 1 Interest Payment Date following such
transfer.
Moneys in any fund or account created or established by this Agreement and held by the
Treasurer shall be invested by the Treasurer in Permitted Investments, which in any event by
their terms mature prior to the date on which such moneys are required to be paid out hereunder.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part of
such fund or account, subject, however, to the requirements of this Agreement for transfer of
interest earnings and profits resulting from investment of amounts in funds and accounts.
Whenever in this Agreement any moneys are required to be transfen•ed by the District to the
Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted
Investments.
The Fiscal Agent or an affiliate or the Treasurer may act as principal or agent in the
acquisition or disposition of any investment and shall be entitled to its customary fee therefor.
Neither the Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any
investments made pursuant to this Section. For purposes of determining the amount on deposit
in any fund or account held hereunder, all Permitted Investments or investments credited to such
fund or account shall be valued at provided for in Exhibit B attached hereto.
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Except as otherwise provided in the next sentence, all investments of amounts deposited
in any fund or account created by or pursuant to this Agreement, or otherwise containing gross
proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired,
disposed of, and valued (as of the date that valuation is required by this Agreement or the Code)
at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a
yield restriction under the applicable provisions of the Code shall be valued at their present value
(within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for
verification of the application of such sections of the Code.
Investments in any and all funds and accounts may be commingled in a separate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding provisions
herein for transfer to or holding in or to the credit of particular funds or accounts of amounts
received or held by the Fiscal Agent or the Treasurer hereunder, provided that the Fiscal Agent
or the Treasurer, as applicable, shall at all times account for such investments strictly in
accordance with the funds and accounts to which they are credited and otherwise as provided in
this Agreement.
The Fiscal Agent or the Treasurer, as applicable, shall sell at the highest price reasonably
obtainable, or present for redemption, any investment security whenever it shall be necessary to
provide moneys to meet any required payment, transfer, withdrawal or disbursement from the
fund or account to which such investment security is credited and neither the Fiscal Agent nor
the Treasurer shall be liable or responsible for any loss resulting from the acquisition or
disposition of such investment security in accordance herewith.
Section 6.02. Limited Obligation. The District's obligations hereunder are limited
obligations of the District and are payable solely from and secured solely by the Net Special Tax
Revenues and the amounts in the Special Tax Fund and the Bond Fund.
Section 6.03. Liability of District. The District shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The District shall not be liable
in connection with the performance of its duties hereunder, except for its own negligence or
willful default. The District shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the Fiscal Agent herein
or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to
the existence of a default or event of default thereunder.
In the absence of bad faith, the District, including the Treasurer, may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the District and conforming to the requirements of this
Agreement. The District, including the Treasurer, shall not be liable for any error of judgment
made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent
facts.
No provision of this Agreement shall require the District to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Net Special
Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any
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of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The District may rely and shall be protected in acting or refraining from acting upon any
notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party
or proper parties. The District may consult with counsel, who may be the City Attorney, with
regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
The District shall not be bound to recognize any person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily
established, if disputed.
Whenever in the administration of its duties under this Agreement the District shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the District, be deemed to be
conclusively proved and established by a certificate of the Fiscal Agent, and such certificate shall
be full warrant to the District for any action taken or suffered under the provisions of this
Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
District may, in lieu thereof, accept other evidence of such matter or may require such additional
evidence as to it may seem reasonable.
Section 6.04. Employment of Agents by District or the City. In order to perform their
respective duties and obligations hereunder, the City, the District and/or the Treasurer may
employ such persons or entities as they deem necessary or advisable. The City, the District,
and/or the Treasurer shall not be liable for any of the acts or omissions of such persons or entities
employed by them in good faith hereunder, and shall be entitled to rely, and shall be fully
protected in doing so, upon the opinions, calculations, determinations and directions of such
persons or entities.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default. The following events shall be Events of Default:
A. Failure to pay any installment of principal of any Bonds when and as the same
shall become due and payable, whether at maturity as therein expressed, by proceedings for
redemption or otherwise.
B. Failure to pay any installment of interest on any Bonds when and as the same
shall become due and payable.
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C. Failure by the District to observe and perform any of the other covenants,
agreements, or conditions on its part in this Agreement or in the Bonds contained, if such failure
shall have continued for a period of 60 days after written notice thereof, specifying such failure
and requiring the same to be remedied, shall have been given to the District by the Fiscal Agent
or the Owners of not less than 25% in aggregate principal amount of the Bonds at the time
Outstanding; provided, however, if in the reasonable opinion of the District the failure stated in
the notice can be corrected, but not within such 60-day period, such failure shall not constitute
an Event of Default if con•ective action is instituted by the District within such 60-day period
and the District shall thereafer diligently and in good faith cure such failure in a reasonable
period of time.
D. Commencement by the District of a voluntary case under Title 11 of the United
States Code or any substitute or successor statute.
Section 7.02. Remedies of Bond Owners. Subject to the provisions of Section 7.07,
any Bond Owner shall have the right, for the equal benefit and protection of all Bond Owners
similarly situated:
A. by mandamus, suit, action or proceeding, to compel the City and its officers,
agents or employees to perform each and every term, provision and covenant contained in this
Agreement and in the Bonds, and to require the carrying out of any or all such covenants and
agreements of the City and the fulfillment of all duties imposed upon it by the Act;
B. by suit, action or proceeding in equity, to enjoin any acts or things which are
unlawful, or the violation of any of the Bond Owners' rights; or
C. upon the happening of any Event of Default, by suit, action or proceeding in any
court of competent jurisdiction, to require the City and its officers and employees to account as if
it and they were the trustees of an express trust.
Section 7.03. Application of Special Taxes and Other Funds After Default. If an
Event of Default shall occur and be continuing, all Special Taxes, including any penalties, costs,
fees and other charges accruing under the Act, and any other funds then held or thereafter
received by the Fiscal Agent under any of the provisions of this Agreement shall be applied by
the Fiscal Agent as follows and in the following order:
A. To the payment of any expenses necessary in the opinion of the Fiscal Agent to
protect the interests of the Owners of the Bonds and payment of reasonable fees, charges, and
expenses of the Fiscal Agent (including reasonable fees and disbursements of its counsel)
incurred in and about the performance of its powers and duties under this Agreement;
B. To the payment of the principal of and interest then due with respect to the Bonds
(upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially
paid, or surrender thereof if fully paid) subject to the provisions of this Agreement, as follows:
First: To the payment to the Persons entitled thereto of all installments of interest
then due in the order of the maturity of such installments, and, if the amount available shall not
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be sufficient to pay in full any installment or installments maturing on the same date, then to the
payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto,
without any discrimination or preference; and
Second: To the payment to the Persons entitled thereto of the unpaid principal of
any Bonds which shall have become due, whether at maturity or by call for redemption, with
interest on the overdue principal at the rate borne by the respective Bonds on the date of maturity
or redemption, and, if the amount available shall not be sufficient to pay in full all the Bonds,
together with such interest, then to the payment thereof ratably, according to the amounts of
principal due on such date to the Persons entitled thereto, without any discrimination or
preference.
C. Any remaining funds shall be transferred by the Fiscal Agent to the Bond Fund.
Section 7.04. Absolute Obligation of the District. Nothing in Section 7.08 or in any
other provision of this Agreement or in the Bonds contained shall affect or impair the obligation
of the District, which is absolute and unconditional, to pay the principal of and interest on the
Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call
for redemption, as herein provided, but only out of the Net Special Tax Revenues and other
moneys herein pledged therefor and received by the District or the Fiscal Agent, or affect or
impair the right of such Owners, which is also absolute and unconditional, to enforce such
payment by virtue of the contract embodied in the Bonds.
Section 7.05. Termination of Proceedings. In case any proceedings taken by any one
or more Bond Owners on account of any Event of Default shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Bond Owners, then in
every such case the District, and the Bond Owners, subject to any determination in such
proceedings, shall be restored to their former positions and rights hereunder, severally and
respectively, and all rights, remedies, powers and duties of the City, and the Bond Owners shall
continue as though no such proceedings had been taken.
Section 7.06. Remedies Not Exclusive. No remedy herein confen•ed upon or reserved
to the Fiscal Agent or to the Owners of the Bonds is intended to be exclusive of any other
remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be
cumulative and in addition to any other remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.
Section 7.07. No Waiver of Default. No delay or omission of any Owner of the Bonds
to exercise any right or power arising upon the occurrence of any default shall impair any such
right or power or shall be construed to be a waiver of any such default or an acquiescence
therein; and every power and remedy given by this Agreement to the Owners of the Bonds may
be exercised from time to time and as often as may be deemed expedient.
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ARTICLE VIII
THE FISCAL AGENT
Section 8.01. Appointment of Fiscal Agent. Wells Fargo Bank, National Association,
is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes
to perform such duties, and only such duties, as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under the
following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
The District may remove the Fiscal Agent initially appointed, and any successor thereto,
and may appoint a successor or successors thereto, but any such successor shall be a bank or trust
company having a combined capital (exclusive of borrowed capital) and surplus of at least
Seventy-Five Million Dollars ($75,000,000), and subject to supervision or examination by
federal or state authority. If such bank or trust, company publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then for the purposes of this Section 8.01, combined capital and surplus of such bank
or trust company shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.
The Fiscal Agent may at any time resign by giving written notice to the District and by
giving to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the District shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance
of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to
the District written notice or after a vacancy in the office of the Fiscal Agent shall have occurred
by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of
competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, afer such
notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.
If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform
its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent
hereunder shall be assumed by and vest in the Treasurer of the City in trust for the benefit of the
Owners. The District covenants for the direct benefit of the Owners that the Treasurer in such
case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall
assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in
trust for the benefit of the Owners of the Bonds.
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Section 8.02. Liability of Fiscal Agent. The recitals of facts, covenants, and agreements
herein and in the Bonds contained shall be taken as statements, covenants, and agreements of the
District, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor
makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor
shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Fiscal Agent assumes no responsibility or liability for any information,
statement or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Bonds.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability
in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent
or waiver, certificate; statement, affidavit, or other paper or document which it shall in good faith
reasonably believe to be genuine and to have been adopted or signed by the proper person or to
have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal
Agent shall not be under any duty to make any investigation or inquiry as to any statements
contained or matters referred to in any such instrument.
The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the City or the District
herein or of any of the documents executed by the City or the District in connection with the
Bonds, or as to the existence of a default or event of default thereunder.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.
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The Fiscal Agent may become the Owner of the Bonds with the same rights it would
have if it were not the Fiscal Agent.
All indemnifications and releases from liability granted to the Fiscal Agent hereunder
shall extend to the directors, officers, and employees of the Fiscal Agent.
Section 8.03. Information. The Fiscal Agent shall provide to the District such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
hereunder as the District shall reasonably request, including, but not limited to, quarterly
statements reporting funds held and transactions by the Fiscal Agent.
Section 8.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or proper parties. The Fiscal Agent may
consult with counsel, who may be counsel to the City, with regard to legal questions, and the
opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed
to be conclusively proved and established by a certificate of the District, and such certificate
shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of
this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such
additional evidence as to it may deem reasonable.
Section 8.05. Compensation, Indemnification. The District shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under
this Agreement, and also all reasonable expenses, charges, counsel fees, and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not
have a lien therefor on any funds at any time held by it under this Agreement. The District
further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent,
its officers, employees, directors and agents harmless against any liabilities which it may incur in
the exercise and performance of its powers and duties hereunder which are not due to its
negligence or willful misconduct. The obligation of the District under this Section shall survive
resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and
discharge of this Agreement, but any monetary obligation of the District arising under this
Section shall be limited solely to amounts on deposit in the Local Refunding Obligation
Administrative Expense Fund.
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ARTICLE IX
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 9.01. Amendments Permitted. This Agreement and the rights and obligations
of the District and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the
written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
Section 9.04. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay
the principal of, and the interest and any premium on, any Bond, without the express consent of
the Owner of such Bond; or (ii) permit the creation by the District of any pledge or lien upon the
Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the
Bonds (except as otherwise permitted by the Act, the laws of the State of California or this
Agreement), or reduce the percentage of Bonds required for the amendment hereof. Any such
amendment may not modify any of the rights or obligations of the Fiscal Agent without its
written consent.
This Agreement and the rights and obligations of the District and of the Owners may also
be modified or amended at any time by a Supplemental Agreement, without the consent of any
Owners, only to the extent permitted by law and only fo'r any one or more of the following
purposes:
(i) to add to the covenants and agreements of the District in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the District;
(ii) to make modifications not adversely affecting any Outstanding Bonds of
the District in any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting, or supplementing any defective provision contained in this
Agreement, or in regard to questions arising under this Agreement, as the District and the
Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement,
and which shall not adversely affect the rights of the Owners of the Bonds;
(iv) to make such additions, deletions, or modifications as may be necessary or
desirable to assure the exclusion from gross income for federal income tax purposes of
interest on the Bonds.
Section 9.02. Owners' Meetings. The District may at any time call a meeting of the
Owners. In such event the District is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof, and to fix and adopt rules and regulations For the conduct
of said meeting.
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Section 9.03. Procedure for Amendment with Written Consent of Owners. The
District and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 9.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
Such Supplemental Agreement shall not become effective unless there shall be filed with
the Fiscal Agent the written consent of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in
Section 9.04 and a notice shall have been mailed as hereinafter in this Section provided. Each
such consent shall be effective only if accompanied by proof of ownership of the Bonds for
which such consent is given, which proof shall be such as is permitted by Section 11.04. Any
such consent shall be binding upon the Owner of the Bonds giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such
consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing
such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section
provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the District shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the required
percentage of Bonds and will be effective as provided in this Section (but failure to mail copies
of said notice shall not affect the validity of the Supplemental Agreement or consents thereto).
Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of
the papers required by this Section 9.03 to be filed with the Fiscal Agent, shall be proof of the
matters therein stated until the contrary is proved. The Supplemental Agreement shall become
effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the
Supplemental Agreement shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the District and the Owners of all Bonds
at the expiration of sixty (60) days after such filing, except in the event of a final decree of a
court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such sixty-day period.
Section 9.04. Disqualified Bonds. Bonds owned or held for the account of the City or
the District, excepting any pension or retirement fund, shall not be deemed Outstanding for the
purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided
for in this Article IX, and shall not be entitled to vote upon, consent to, or take any other action
provided for in this Article IX.
Section 9.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article IX, this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the District and all Owners of Bonds Outstanding shall
aozss.oooiwozisoo.i 35
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thereafrer be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and
all purposes.
Section 9.06. Endorsement or Replacement of Bonds Issued After Amendments.
The District may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form
approved by the District, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the Principal
Office of the Fiscal Agent or at such other office as the District may select and designate for that
purpose, a suitable notation shall be made on such Bond. The District may determine that new
Bonds, so modified as in the opinion of the District is necessary to conform to such Owners'
action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of
any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the
Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such
Bonds.
Section 9.07. Amendatory Endorsement of Bonds. The provisions of this Article IX
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
Section 9.08. Notice Requirement. Not less than 15 days prior to the effective date of
any amendment made pursuant to this Article IX, so long as any Bonds are owned by the
Authority, the District shall mail notice of the proposed amendment and the text of the proposed
amendment to the Authority and the Authority Trustee.
ARTICLE X
DEFEASANCE
Section 10.01. Defeasance. If the District shall pay or cause to be paid, or there shall
otherwise be paid, to the Owner of an Outstanding Bond the interest due thereon and the
principal thereof, at the times and in the manner stipulated in this Agreement, then the Owner of
such Bond shall cease to be entitled to the pledge of Net Special Tax Revenues, and, other than
as set forth below, all covenants, agreements and other obligations of the District to the Owner of
such Bond under this Agreement shall thereupon cease, terminate and become void and be
discharged and satisfied. In the event of a defeasance of all Outstanding Bonds pursuant to this
Section, the Fiscal Agent shall execute and deliver to the District all such instruments as may be
desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over or
deliver to the District's general fund all money or securities held by it pursuant to this Agreement
which are not required for the payment of the principal of, premium, if any, and interest due on
such Bonds.
Any Outstanding Bond shall be deemed to have been paid within the meaning expressed
in the first paragraph of this Section if such Bond is paid in any one or more of the following
ways:
60285.OOOI 77021500.1 36
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(i) by paying or causing to be paid the principal of, premium, if any, and interest on
such Bond, as and when the same become due and payable;
(ii) by depositing with the Fiscal Agent, in trust, at or before maturity, money which,
together with the amounts then on deposit in the. Special Tax Fund and available for such
purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond, as
and when the same shall become due and, payable; or
(iii) by depositing with the Fiscal Agent or another escrow bank appointed by the
District, in trust, direct, noncallable Defeasance Obligations, in which the District may lawfully
invest its money, in such amount as an Independent Accountant shall determine will be
sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special
Tax Fund and available for such purpose, together with the interest to accrue thereon, to pay and
discharge the principal of, premium, if any, and interest on such Bond, as and when the same
shall become due and payable;
then, at the election of the District, and notwithstanding that any Outstanding Bonds shall not
have been surrendered for payment, all obligations of the District under this Agreement with
respect to such Bond shall cease and terminate, except for the obligation of the Fiscal Agent to
pay or cause to be paid to the Owners of any such Bond not so surrendered and paid, all sums
due thereon. Notice of such election shall be filed with the Fiscal Agent not less than ten (10)
days prior to the proposed defeasance date, or such shorter period of time as may be acceptable
to the Fiscal Agent. In connection with a defeasance under (ii) or (iii) above, there shall be
provided to the District a verification report from an Independent Accountant stating its opinion
as to the sufficiency of the moneys or securities deposited with the Fiscal Agent or the escrow
bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding
Bonds to be defeased in accordance with this Section, as and when the same shall become due
and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified
public accountant) to the effect that the Bonds being defeased have been legally defeased in
accordance with this Agreement.
Upon a defeasance, the Fiscal Agent, upon request of the District, shall release the rights
of the Owners of such Bonds which have been defeased under this Agreement and execute and
deliver to the District all such instruments as may be desirable to evidence such release,
discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds, after
payment of any amounts then owed to the Fiscal Agent, the Fiscal Agent shall pay over or
deliver to the District any funds held by the Fiscal Agent at the time of a defeasance, which are
not required for the purpose of paying and discharging the principal of or interest on the Bonds
when due. The Fiscal Agent shall, at the written direction of the District, mail, first class,
postage prepaid, a notice to the Bondowners whose Bonds have been defeased, in the form
directed by the District, stating that the defeasance has occurred.
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ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the District, the City, the Fiscal
Agent, and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises, or agreements in this Agreement contained by and on behalf of
the District shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 11.02. Cancellation of Bonds. All Bonds surrendered to the Fiscal Agent for
payment upon maturity or for redemption shall be upon payment therefor, and any Bond
purchased by the District as authorized herein and delivered to the Fiscal Agent for such purpose
shall be, cancelled forthwith and shall not be reissued. The Fiscal Agent shall destroy such
Bonds, as provided by law, and, upon request of the District, furnish to the District a certificate
of such destruction.
Section 11.03. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the District or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the District or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 11.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration, or other instrument which this Agreement may require or permit to be
executed by the Owners may be in one or more instruments of similaz tenor, and shall be
executed by the Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and the
amount, maturity, number and date of holding the same shall be proved by the registry books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District or the Fiscal Agent in good faith and in accordance therewith.
Section 11.05. Waiver of Personal Liability. No member, officer, agent or employee
of the District or the City shall be individually or personally liable for the payment of the
principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve
eozss.ooouvozisoo.i 3S
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any such member, officer, agent or employee from the performance of any official duty provided
by law.
Section 11.06. Notices to and Demands on District and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the District may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the District with the
Fiscal Agent) as follows:
City of Rancho Cucamonga Community Facilities District No.
2001-01
c/o City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, California 91730
Attention: City Manager
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the District to or on the Fiscal Agent may be given or served by being
deposited postage prepaid in a post office letter box addressed (until another address is filed by
the Fiscal Agent with the District) as follows:
Wells Fargo Bank, National Association
707 Wilshire Blvd. 17th Floor
Los Angeles, CA 90017
Attention: Corporate Trust Department
Section 11.07. Partial Invalidity. If any Section, pazagraph, sentence, clause or phrase
of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The District hereby declares that
it would have adopted this Agreement and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the
fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement
may be held illegal, invalid or unenforceable.
Section 11.08. Unclaimed Moneys. Anything contained herein to the contrazy
notwithstanding, any moneys held by the Fiscal Agent for the payment and discharge of the
principal of, and the interest and any premium on, the Bonds which remains unclaimed for two
(2) years afrer the date when the payments of such principal, interest and premium have become
payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal
Agent to the District as its absolute property free from any trust, and the Fiscal Agent shall
thereupon be released and discharged with respect thereto and the Bond Owners shall look only
to the District for the payment of the principal of, and interest and any premium on, such Bonds.
Section 11.09. Provisions Constitute Contract. The provisions of this Agreement shall
constitute a contract between the District and the Bondowners and the provisions hereof shall be
construed in accordance with the laws of the State of California.
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In case any suit, action, or proceeding to enforce any right or exercise any remedy shall
be brought or taken and, should said suit, action, or proceeding be abandoned, or be determined
adversely to the Bondowners or the Fiscal Agent, then the District, the Fiscal Agent, and the
Bondowners shall be restored to their former positions rights and remedies as if such suit, action,
or proceeding had not been brought or taken.
Afrer the issuance and delivery of the Bonds this Agreement shall be irrepealable, but
shall be subject to modifications to the extent and in the manner provided in this Agreement, but
to no greater extent and in no other manner.
Section 11.10. Future Contracts. Nothing herein contained shall be deemed to restrict
or prohibit the District from making contracts or creating bonded or other indebtedness payable
from a pledge of the Net Special Tax Revenues which is subordinate to the pledge hereunder, or
which is payable from taxes or any source other than the Net Special Tax Revenues and other
amounts pledged hereunder.
Section 11.11. Further Assurances. The District will adopt, make, execute, and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in
this Agreement.
Section 11.12. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and performed
in the State of California.
Section 11.13.. Conflict with Act. In the event of a conflict between any provision of
this Agreement with any provision of the Act as in effect on the Closing Date, the provision of
the Act shall prevail over the conflicting provision of this Agreement.
Section 11.14. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 1 ] .l 5. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need not
be made on such date but may be made on the next succeeding day which is a Business Day with
the same force and effect as if made on the date required and no interest shall accrue for the
period after such date.
Section 11.16. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the District has caused this Agreement pertaining to the
Community Facilities District No. 2001-01 Special Tax Refunding Bonds, Series 2011 to be
executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name,
all as of .2011.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2001-01
By:
City Manager
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
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EXHIBIT A
FORM OF BOND
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 2001-01
IMPROVEMENT AREA NO. I AND IMPROVEMENT AREA NO. 2
SPECIAL TAX REFUNDING BONDS, SERIES 2011
INTEREST RATE MATURITY DATE DATED DATE
September 1, , 2011
REGISTERED OWNER: WELLS FARGO BANK, NATIONAL ASSOCIATION,
on behalf of the Rancho Cucamonga Public Finance
Authority
PRINCIPAL AMOUNT:
DOLLARS
The City of Rancho Cucamonga (the "City") for and on behalf of the City of Rancho
Cucamonga Community Facilities District No. 2001-O1 (the "District"), for value received,
hereby promises to pay solely from Net Special Tax Revenues (as defined in the Agreement) to
be collected within the District or amounts in the funds and accounts held under the Agreement
(as hereinafter defined), to the registered owner (the "Owner") named above, or registered
assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter
provided, the principal amount set forth above, and to pay interest on such principal amount from
the Dated Date, or from the most recent interest payment date to which interest has been paid or
duly provided for, semiannually five (5) days prior to each September 1 and March 1,
commencing September 1, 2012 (each an "Interest Payment Date"), at the interest rate set forth
above, until the principal amount hereof is paid or made available for payment. The principal of
this Bond is payable to the registered Owner hereof in lawful money of the United States of
America upon presentation and surrender of this Bond at the office of Wells Fargo Bank,
National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the
Fiscal Agent mailed five (5) days preceding each Interest Payment Date to the registered Owner
hereof as of the close of business on the 15th day of the month preceding the month in which the
interest payment date occurs (the "Record Date") at such registered Owner's address as it
appears on the registration books maintained by the Fiscal Agent.
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This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of
$ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections
63311, et seq., of the California Government Code (the "Mello-Roos Act") and designated the
City of Rancho Cucamonga Community Facilities District No. 2001-O1 Improvement Area No. 1
and Improvement Area No. 2 Special Tax Refunding Bonds, Series 201 1. The Bonds have been
issued for the purpose of refunding the City of Rancho Cucamonga Community Facilities
District No. 2001-O1 Improvement Area No. 1 and Improvement Area No. 2 Special Tax Bonds,
Series 2000 (the "Prior Special Tax Bonds"). The issuance of the Bonds and the terms and
conditions thereof are provided for by the Fiscal Agent Agreement, dated as of December 1,
2011 (the "Agreement"), by and between the City of Rancho Cucamonga Community Facilities
District No. 2001-O1 and the Fiscal Agent and this reference incorporates the Agreement herein,
and by acceptance hereof the Owner of this Bond assents to said terms and conditions.
Pursuant to the Mello-Roos Act and the Agreement, the principal of and interest on this
Bond are payable solely from Net Special Tax Revenues of the annual special tax authorized
under the Mello-Roos Act to be collected within the District (the "Special Tax") and certain
funds held under the Agreement.
Each Bond shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it
shall bear interest from such date of authentication; or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date preceding such Interest
Payment Date, in which event it shall bear interest from such Interest Payment Date; or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it shall bear interest from the Closing Date; provided, however, that if at the time of
authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the
Interest Payment Date to which interest has previously been paid or made available for payment
thereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the City, as may be permitted by law. The Bonds
do not constitute obligations of the City of Rancho Cucamonga for which said City is obligated
to levy or pledge, or has levied or pledged, general or special taxation other than described
hereinabove. The District has covenanted for the benefit of the Owners of the Bonds that it will
order, and cause to be commenced as provided in the Agreement, and thereafter diligently
prosecute to judgment, an action in the superior court to foreclose the lien of any Special Tax or
installment thereof not paid when due.
The Bonds maturing on or after September 1, ,may be redeemed at the option of the
District from any source of funds other than prepayment of Special Taxes, prior to their stated
maturity, as a whole or in part (in integral multiples of $5,000) on any Interest Payment Date on
or after September 1, _, from such maturities as are selected by the District, and by lot within
a maturity, at a redemption price equal to the principal amount of the Bonds or portions thereof
to be redeemed, together with accrued interest thereon to the date fixed for redemption.
Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
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Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Obligations is adequate to make the timely payment of principal, including mandatory sinking
fund payments, and interest due on the Authority Bonds that will remain outstanding following
the corresponding redemption of the Authority Bonds resulting from such optional redemption of
the Bonds.
The Bonds shall be subject to redemption on any Interest Payment Date, prior to
maturity, as a whole or in part from such maturities, as are selected by the District, from the
prepayment of Special Taxes at the following redemption prices (expressed as percentages of the
principal amount of the Bonds to be redeemed), together with accrued interest thereon to the date
of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ 10
1, 20 and 1, 20 10
1, 20_ and any Interest Payment
Date thereafter 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
In lieu of redemption under the Fiscal Agent Agreement, moneys in the Bond Fund may
be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing
with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private
sale as and when, and at such prices (including brokerage and other charges) as such Officer's
Certificate may provide, but in no event may Bonds be purchased at a price in excess of the
principal amount thereof, plus interest accrued to the date of purchase, unless a greater purchase
price is permitted under the Act and the District determines that it will have sufficient amounts in
the Bond Fund, following such purchase, to pay Debt Service on the Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered Owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and
interest.
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Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
Except as provided in the Agreement, any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of the Agreement by
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (i) fifteen (]5) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate
principal amount of Bonds of authorized denominations and of the same maturity. The cost for
any services rendered or any expenses incurred by the Fiscal Agent in connection with any such
exchange shall be paid by the District. The Fiscal Agent shall collect from the Owner requesting
such exchange any tax or other governmental charge required to be paid with respect to such
exchange.
No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
The Fiscal Agent Agreement and the rights and obligations of the Agency thereunder
may be modified or amended as set forth therein.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of this
Bond have existed, happened and been performed in due time, form and manner as required by
law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or
Constitution of the State of California.
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IN WITNESS WHEREOF, the City of Rancho .Cucamonga Community Facilities
District 99-01 has caused this Bond to be dated , 2011, to be signed by the manual
or facsimile signature of the Mayor and countersigned by the manual or facsimile signature of
the City Clerk, each acting for and on behalf of such community facilities district.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2001-01
BY:
BY:
Mayor
City Clerk
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FISCAL AGENT'S CERTIFICATE OFAUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement which has been
authenticated on
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration
books of the Fiscal Agent, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New
York Stock Exchange or a
commercial bank or trust
company.
NOTICE: The signature(s) on this assignment
must correspond with the name(3) as
written on the face of the within Bond
in every particular without alteration or
enlargement or any change whatsoever.
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FISCAL AGENT AGREEMENT
by and between
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2000-O1
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Fiscal Agent
Dated as of December 7, 2011
Relating to:
City of Rancho Cucamonga
Community Facilities District No. 2001-O1
Improvement Area No. 3
Special Tax Refunding Bonds, Series 2011
60285.00017\7021502.1
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FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as
of December 1, 2011, by and between the City of Rancho Cucamonga Community Facilities
District No. 2001-O1 (the "District"), a community facilities district, organized and existing
under and by virtue of the laws of the State of Califomia, and Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United
States of America, as fiscal agent (the "Fiscal Agent").
WITNESSETH:
WHEREAS, the City Council of the City of Rancho Cucamonga (the "City") has formed
the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as
amended (Section 53311 et seq. of the California Government Code) (the "Act") and Resolution
No. 01-162 of the City Council adopted on June 20, 2001;
WHEREAS, the City Council is authorized under the Act and pursuant to Ordinance No.
658 to levy special taxes to pay for the costs of facilities provided by the District;
WHEREAS, under the provisions of the Act, on June 20, 2001, the City Council, acting
as the legislative body of the District, adopted Resolution No. 00-236 which resolution, among
other matters, expressed the determination of the City Council of the necessity to issue special
tax bonds in the maximum aggregate principal amount of $12,000,000 for the District secured by
the special taxes authorized to be levied in Improvement Area No. 3;
WHEREAS, on August 15, 2001, the City Council adopted Resolution No. 01-190 (the
"Resolution") authorizing the issuance and sale of bonds for the District pursuant to the Fiscal
Agent Agreement, dated as of August 1, 2001 (the "Prior Fiscal Agent Agreement"), by and
between the District and Wells Fargo Bank, National Association, as fiscal agent, designated the
"City of Rancho Cucamonga Community Facilities District No. 2001-01 Improvement Area No.
3 Special Tax Bonds, Series 2001-B" (the "Prior Special Tax Bonds"), for the purpose of
funding the acquisition, rehabilitation and construction of certain public improvements (defined
in the Prior Fiscal Agent Agreement as the "Project");
WHEREAS, on September 11, 2001 the Prior Special Tax Bonds in the principal amount
of $935,000 were issued;
WHEREAS, on , 2011, the City Council adopted Resolution No. 2011-
_ (the "Resolution of Issuance") authorizing the issuance and sale of bonds of the District
pursuant to this Agreement designated "City of Rancho Cucamonga Community Facilities
District No. 2001-O1 Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011" (the
"Bonds"), for the purpose of financing the defeasance and refunding of the Prior Special Tax
Bonds;
WHEREAS, it is in the public interest and for the benefit of the City, the District, the
persons responsible for the payment of special taxes and the owners of the Bonds that the District
60285.00017\7021502.1
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enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds
of the Bonds, the disposition of the special taxes securing the Bonds, and the administration and
payment of the Bonds;
WHEREAS, all things necessary to cause the Bonds, when authenticated by the Fiscal
Agent and issued as provided in the Act, the Resolution and this Agreement, to be legal, valid
and binding and limited obligations in accordance with their terms, and all things necessary to
cause the creation, authorization, execution and delivery of this Agreement and the creation,
authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all
respects been duly authorized;
NOW, THEREFORE, that in order to secure the payment of the principal of, premium,
if any, and the interest on all Bonds at any time issued and outstanding under this Agreement,
according to their tenor, and to secure the performance and observance of all the covenants and
conditions therein and herein set forth, and to declare the terms and conditions upon and subject
to which the Bonds are to be issued and received, and in consideration of the premises and of the
mutual covenants herein contained and of the purchase and acceptance of the Bonds by the
holders thereof, and for other valuable considerations, the receipt of which is hereby
acknowledged, the District does hereby covenant and agree with the Fiscal Agent, for the benefit
of the respective holders from time to time of the Bonds, as follows:
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant
to the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the City and the District shall be
for the equal benefit, protection, and security of the Owners from time to time. In consideration
of the acceptance of the Bonds by the Owners thereof, this Agreement shall be deemed to be and
shall constitute a contract between the District and the Owners; and the covenants and
agreements herein set forth to be performed by the District shall be for the equal and
proportionate benefit, security, and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any of the Bonds over any of the others by
reason of the number or date thereof or the time of sale, execution, or delivery thereof, or
otherwise for any cause whatsoever, except as expressly provided therein or herein. All of the
Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement.
The Fiscal Agent may become the Owner of any of the Bonds in its own or any other
capacity with the same rights it would have if it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and
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of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All capitalized terms not otherwise defined herein shall have the meanings given to
such terms in the Authority Indenture. All references herein to "Articles," "Sections" and other
subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and
the words "herein," "hereof," "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or subdivision hereof.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
"Administrative Expense Fund" means the fund by that name established by Section
3.04A hereof.
"Administrative Expenses" mearis any or all of the following: the fees and expenses of
the Fiscal Agent (including the fees and expenses of its counsel), the expenses of the City or the
District in carrying out its duties hereunder (including, but not limited to, the levying and
collection of the Special Taxes, complying with the disclosure provisions of the Act, the
Continuing Disclosure Agreement and this Agreement, including those related to public inquiries
regarding the Special Tax and disclosures to Bondowners and the Original Purchaser); the costs
of the City and the District or their designees related to an appeal of the Special Tax; any costs of
the City and the District (including fees and expenses of counsel) to defend the first lien on and
pledge of the Special Taxes to the payment of the Bonds or otherwise in respect of litigation
relating to the District or the Bonds or with respect to any other obligations of the District; the
Proportionate Share of the Authority Administrative Expenses allocable to the Bonds, the
Proportionate Share of the salaries of City staff directly related to the carrying out by the City of
its obligations hereunder or under the Authority Indenture and a proportionate amount of City
general administrative overhead related thereto allocable to the Bonds; and all other costs and
expenses of the City, the District, and the Fiscal Agent incurred in connection with the discharge
of their respective duties hereunder, and in the case of the City, in any way related to the
administration of the District and all actual costs and expenses incurred in connection with the
administration of the Bonds.
"Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented
from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, and (ii) the principal amount of the Outstanding Bonds
scheduled to be paid in such Bond Year.
"Auditor" means the auditor/tax collector of the County of San Bernardino.
thereto.
"Authority" means the Rancho Cucamonga Public Finance Authority and any successor
"Authority Bonds" means any bonds outstanding under the Authority Indenture, which
are secured by payments to be made on the Bonds.
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"Authority Indenture" means that certain Indenture of Trust, dated as of December 1,
2011, by and between the Authority and the Authority Trustee, pursuant to which the Authority
Bonds are issued.
"Authority Trustee" means Wells Fargo Bank, National Association, or any successor
thereto appointed under the Authority Indenture.
"Authorized Officer" means the City Manager, Assistant City Manager, Director of
Finance, or City Clerk of the City, or any other officer or employee authorized by the City
Council of the City or by an Authorized Officer to undertake the action referenced in this
Agreement as required to be undertaken by an Authorized Officer.
"Bond Counsel" means (i) Best Best & Krieger LLP; or (ii) any attorney or firm of
attorneys acceptable to the District and nationally recognized for expertise in rendering opinions
as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.02A hereof.
"Bond Year" means the one-year period beginning on September 2 in each year and
ending on September 1 in the following year except that the first Bond Year shall begin on the
Closing Date and end on September 1, 2012.
"Bonds" means the City of Rancho Cucamonga Community Facilities District No. 2001-
01 Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011, authorized by, and at
any time Outstanding pursuant hereto.
"Business Day" means a day which is not a Saturday, Sunday, or legal holiday on which
banking institutions in the State of California, or in any state in which the Principal Office of the
Trustee is located, or the New York Stock Exchange are closed. If any payment hereunder is due
on a day which is not a Business Day, such payment shall be made on the next succeeding
Business Day with the same effect as if made on such previous day.
"CDIAC" means the California Debt and Investment Advisory Commission of the office
of the State Treasurer of the State of California or any successor agency or bureau thereto.
"City" means the City of Rancho Cucamonga, Califomia.
"City Council" means the City Council of the City, acting in its capacity as the
legislative body of the District.
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations promulgated, and applicable official public guidance published,
under the Code.
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"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate
relating to the Authority Bonds, executed on the Closing Date by City, as originally executed and
as it may be amended from time to time in accordance with the terms thereof.
"County" means the County of San Bernardino, California.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
such period which relate to principal which has been retired before the beginning of such period.
"Defeasance Obligations" means those obligations described in paragraph A. of the
definition of Permitted Investments.
"District" means the City of Rancho Cucamonga Community Facilities District No.
2001-01, formed pursuant to the Resolution of Formation.
"DTC" means the Depository Trust Company.
"Escrow Agent" means Wells Fazgo Bank, National Association, acting as escrow agent
under the Escrow Agreement.
"Escrow Agreement" means that Escrow Agreement Deposit and Trust Agreement dated
as of December 1, 2011 among the District and the Escrow Agent relating to defeasance of the
Prior Special Tax Bonds.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities mazket (within the meaning of section 1273 of the Code) and,
otherwise, the term "Fair Mazket Value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in
accordance with applicable regulations under the Code; (ii) the investment is an agreement with
specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated
interest rate (for example, a guazanteed investment contract, a forward supply contract or other
investment agreement) that is acquired in accordance with applicable regulations under the Code;
(iii) the investment is a United States Treasury Security -State and Local Government Series that
is acquired in accordance with applicable regulations of the United States Bureau of Public Debt;
or (iv) any commingled investment fund in which the City and related parties do not own more
than a ten percent (10%) beneficial interest therein if the return paid by the fund is without
regard to the source of the investment.
"Fiscal Agent" means the Fiscal Agent appointed by the District and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and assigns,
and any other corporation or association which may at any time be substituted in its place, as
provided in Section 8.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
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"Independent Accountant" means any nationally recognized firm of certified public
accountants or firm of such accountants duly licensed or registered or entitled to practice and
practicing as such under the laws of the State, appointed by the City, and who, or each of whom:
(1) is in fact independent and not under domination of the Authority, the City
or the District;
(2) does not have any substantial interest, direct or indirect, with the
Authority, the City or the District; and
(3) is not connected with the Authority, the City or the District as an officer or
employee of the Authority, the City or the District, but who may be regularly retained to
make reports to the Authority, the City or the District.
"Independent Financial Consultant" means any financial consultant or firm of such
financial consultants appointed by the Authority and who, or each of whom:
(1) is judged by the City to have experience with respect to the financing of
public capital improvement projects;
(2) is in fact independent and not under the domination of the Authority, the
City, or the District;
(3) does not have any substantial interest, direct or indirect, with the
Authority, the City, or the District; and
(4) is not connected with the Authority, the City, or the District as an officer
or employee of the Authority, the City, or the District, but who may be regularly retained
to make reports to the Authority, the City, or the District.
"Interest Payment Dates" means September 1 and March 1 of each year, commencing
September 1, 2012.
"Investment Earnings" means all interest earned and any gains and losses on the
investment of moneys in any fund or account created by this Agreement.
"Maximum Annual Debt Service" means the lazgest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Net Special Tax Revenues" means, for each Fiscal Year, all Special Tax Revenues
received by the District less an amount equal to the Priority Administrative Expenses Amount.
"Officer's Certificate" means a written certificate of the District or the City signed by an
Authorized Officer of the City.
"Ordinance" means an ordinance of the City levying the Special Taxes, including
Ordinance No. 658, adopted by the City Council on July 18, 2001.
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"Original Purchaser" means the Authority.
"Outstanding," means (subject to the provisions of Section 9.04), when used as of any
particular time with reference to Bonds, all Bonds except: (i) Bonds theretofore canceled by the
Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to
have been paid within the meaning of Section 10.01; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued, and delivered by the District
pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Penalties and Interest" means any penalties or interest in excess of the interest payable
on the Bonds collected in connection with delinquent Special Taxes.
"Penalties and Interest Account" means the account by that name within the Special Tax
Fund pursuant to Section 3.03D hereof.
"Permitted Investments" shall have the meaning given such term in the Authority
Indenture.
"Person" means an individual, corporation, firm, association, partnership, trust, or other
legal entity or group of entities, including a governmental entity or any agency or political
subdivision thereof.
"Prepayments" means Special Tax Revenues identified to the Fiscal Agent by an
Authorized Officer as representing a prepayment of the Special Tax pursuant to the RMA.
"Principal Office" means the principal corporate trust office of the Fiscal Agent as may
be designated from time to time by the Fiscal Agent in writing to the District initially set forth in
Section 11.06 hereof.
"Prior Fiscal Agent Agreement" means the Fiscal Agent Agreement, dated as of August
1, 2001, by and between the City, acting for and on behalf of the District, and Wells Fargo Bank,
National Association, as fiscal agent, pertaining to the Prior Special Tax Bonds.
"Prior Special Tax Bonds" means the outstanding City of Rancho Cucamonga
Community Facilities District No. 2001-01 Improvement Area No. 3 Special Tax Bonds, Series
2001-B.
"Priority Administrative Expense Amount" means an annual amount equal to $ , or
such lesser amount as may be designated by written instruction from an Authorized Officer of
the District to be allocated as the first priority of Special Taxes received each Fiscal Year for the
payment of Administrative Expenses allocated to the Bonds.
"Project" shall have the meaning given such term in the Prior Fiscal Agent Agreement.
"Proportionate Share" shall have the meaning given such term in the Authority Indenture.
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"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date.
"Reserve Fund" means the fund by that name established by Section hereof.
"Reserve Requirement" means an amount equal to $
"Resolution of Formation" means Resolution No. 01-162, adopted by the City Council on
June 20, 2001.
"Resolution of Issuance" shall have the meaning given such term in the recitals hereto.
"RMA" means the Rate and Method of Apportionment of the Special Tax for the District
approved by the qualified electors within the District at a special election held on June 20, 2001.
"Special Tax Refunding Bonds" shall have the meaning given such term in the Authority
Indenture.
"Special Tax Fund" means the fund by that name established by Section 3.03A hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the District
including any scheduled payments and any prepayments thereof, interest thereon and proceeds of
the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes
to the amount of said lien and interest and penalties thereon. Notwithstanding the foregoing,
"Special Tax Revenues" does not include Penalties and Interest.
"Special Taxes" means the special taxes levied within the District pursuant to the Act, the
RMA, the Ordinance, and this Agreement.
"Supplemental Agreement" means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the City Council under the Act and which
agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that
such agreement is specifically authorized hereunder.
"Treasurer" means the person who is acting in the capacity as treasurer or finance
director to the City or the designee of either such officer.
ARTICLE II
THE BONDS
Section 2.01. Principal Amounts; Designations. Bonds in the aggregate principal
amount of ($ ) aze hereby authorized to be issued by the
District under and subject to the terms of the Resolution of Issuance and this Agreement, the Act
and other applicable laws of the State of California. The Bonds shall be designated "City of
Rancho Cucamonga Community Facilities District No. 2001-01 Special Tax Refunding Bonds,
Series 2011." This Agreement constitutes a continuing agreement of the District with the
Owners from time to time of the Bonds to secure the full payment of the principal of, premium,
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if any, and interest on all such Bonds subject to the covenants, provisions, and conditions herein
contained.
Section 2.02. Terms of Bonds.
A. Form; Denominations. The Bonds shall be issued as fully registered bonds
without coupons in the denomination of $5,000 or any integral multiple thereof; provided,
however, one Bond from each maturity may be in an amount other than $5,000 or an integral
multiple thereof. The Bonds shall be lettered and numbered in a customary manner as
determined by the Fiscal Agent.
B. Date of the Bonds. The Bonds shall be dated the Closing Date.
C. Maturities, Interest Rates. The Bonds shall mature on the dates and shall bear
interest at the rates as follows:
Maturity Date Principal
(September 1) Amount Coupon
$ °~a
.'
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D. Interest. The Bonds shall bear interest at the rates set forth above payable five (5)
days preceding the Interest Payment Dates in each year. Interest shall be calculated on the basis
of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the
Interest Payment Date next preceding the date of authentication thereof unless (i) it is
authenticated on an Interest Payment Date, in which event it shall beaz interest from such date of
authentication; or (ii) it is authenticated prior to an Interest Payment Date and after the close of
business on the Record Date preceding such Interest Payment Date, in which event it shall beaz
interest from such Interest Payment Date; or (iii) it is authenticated prior to the Record Date
preceding the first Interest Payment Date, in which event it shall bear interest from the Closing
Date; provided, however, that if at the time of authentication of a Bond, interest is in default
thereon, such Bond shall bear interest from the Interest Payment Date to which interest has
previously been paid or made available for payment thereon.
E. Method of Payment. Interest on the Bonds (including the final interest payment
upon maturity or earlier redemption) is payable by check or draft of the Fiscal Agent mailed at
least five (5) days preceding the Interest Payment Dates by first class mail to the registered
Owner thereof at such registered Owner's address as it appears on the registration books
maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest
Payment Date, or by wire transfer made on such Interest Payment Date upon instructions of any
Owner of $1,000,000 or more in aggregate principal amount of Bonds.
The principal of the Bonds and any premium on the Bonds are payable in lawful money
of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal
Agent.
All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the
Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of
destruction thereof to the District.
Section 2.03. Redemption.
A. Optional Redemption. The Bonds maturing on or after September 1, may be
- redeemed at the option of the District from any source of funds other than prepayment of Special
Taxes, prior to their stated maturity, as a whole or in part (in integral multiples of $5,000) on any
Interest Payment Date on or after September 1, ,from such maturities as are selected by the
District, and by lot within a maturity, at a redemption price equal to the principal amount of the
Bonds or portions thereof to be redeemed, together with accrued interest thereon to the date fixed
for redemption.
Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Refunding Obligations is adequate to make the timely payment of principal, including mandatory
sinking fund payments, and interest due on the Authority Bonds that will remain outstanding
following the corresponding redemption of the Authority Bonds resulting from such optional
redemption of the Bonds.
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B. Mandatory Redemption from the Prepayment of Special Taxes. The Bonds shall
be subject to redemption on any Interest Payment Date, prior to maturity, as a whole or in part
from such maturities, as are selected by the District, from the prepayment of Special Taxes at the
following redemption prices (expressed as percentages of the principal amount of the Bonds to
be redeemed), together with accrued interest thereon to the date of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ ]0
1, 20 and 1, 20 10
1, 20 and on any Interest
Payment Date thereafter 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
C. Purchase In Lieu of Redemption. In lieu of redemption under Section 2.03A or
2.03B, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase
of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate
requesting such purchase, at public or private sale as and when, and at such prices (including
brokerage and other charges) as such Officer's Certificate may provide, but in no event may
Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to
the date of purchase, unless a greater purchase price is permitted under the Act and the District
determines that it will have sufficient amounts in the Bond Fund, following such purchase, to
pay Debt Service on the Bonds.
D. Notice to Fiscal Agent. The District shall give the Fiscal Agent written notice of
its intention to redeem Bonds pursuant to Section 2.03A or 2.03B not less than sixty (60) days
prior to the applicable redemption date, unless such notice shall be waived by the Fiscal Agent,
unless the Fiscal Agent agrees to a shorter period.
E. Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of
any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the respective registered
Owners of any Bonds designated for redemption, at their addresses appearing on the Bond
registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a
condition precedent to such redemption and failure to mail or to receive any such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding Bonds are to be called for redemption, shall designate the Bond numbers
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of the Bonds to be redeemed by giving the individual Bond number of each Bond to be redeemed
or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be
redeemed or that all of the Bonds of one or more maturities have been called for redemption,
shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall
require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for
redemption at the said redemption price, and shall state that further interest on such Bonds will
not accrue from and after the redemption date. The cost of mailing any such redemption notice
and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the
District.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall, to the extent practicable, bear the Bond number
identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or
other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from
all Bonds or such given portion thereof not previously called for redemption, among maturities
as specified by the District in a written certificate delivered to the Fiscal Agent, and by lot within
a maturity in any manner which the District in its sole discretion shall deem appropriate and fair.
In providing such certificate, the District shall provide for the redemption of Bonds such that the
remaining Debt Service payable on the Bonds shall remain level as possible.
Upon surrender of Bonds redeemed in part only, the District shall execute and the Fiscal
Agent shall authenticate and deliver to the registered Owner, at the expense of the District, a new
Bond or Bonds, of the same Series and maturity, of authorized denominations in aggregate
principal amount equal to the unredeemed portion of the Bond or Bonds.
F. Effect of Redemption.. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so
called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall
cease to be entitled to any benefit under this Agreement other than the right to receive payment
of the redemption price, and no interest shall accrue thereon on or after the redemption date
specified in such notice.
All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be
canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon
written request of the District, issue a certificate of destruction thereof to the District.
Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the forms,
respectively, set Forth in Exhibit A attached hereto and by this reference incorporated herein,
with necessary or appropriate variations, omissions and insertions, as permitted or required by
this Agreement, the Resolution, and the Act. The Bonds of any other Series and the fonn of the
certificate of authentication and assignment to appear thereon shall be in such form or forms as
may be specified in the Supplemental Agreement creating such Series of Bonds.
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Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
District by the manual or facsimile signatures of the Mayor and City Clerk, who are in office on
the date of adoption of this Agreement or at any time thereafter. The Bonds shall then be
delivered to the Trustee for authentication. If any officer whose signature appears on any Bond
ceases to be such officer before delivery of the Bonds to the Owner, such signature shall
nevertheless be as effective as if the officer had remained in office until the delivery of the
Bonds to the Owner. Any Bond may be signed and attested on behalf of the District by such
persons as at the actual date of the execution of such Bond shall be the proper officers of the
District although at the nominal date of such Bond any such person shall not have been such
officer of the District.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory
for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the
person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and
of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal
Agent in connection with any such exchange shall be paid by the District. The Fiscal Agent shall
collect from the Owner requesting such exchange any tax or other governmental charge required
to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
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Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds which books shall
show the number, date, amount, rate of interest and last known Owner of each Bond and shall at
all times be open to inspection by the District or the City during regular business hours upon
reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The District and the Fiscal Agent will treat the Owner of any Bond whose name appears
on the Bond register as the absolute Owner of such Bond for any and all purposes, and the
District and the Fiscal Agent shall not be affected by any notice to the contrary. The District and
the Fiscal Agent may rely on the address of the Bond Owner as it appears in the Bond register
for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the District, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the District upon
the same conditions and' in substantially the same manner as the definitive Bonds. If the District
issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon
the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds
at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall
designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary
Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations.
Until so exchanged, the temporazy bonds shall be entitled to the same benefits under this
Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the District, at the expense of the Owner of said Bond, shall execute, and the Fiscal
Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the
Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled
by it and destroyed by the Fiscal Agent, who shall deliver a certificate of destruction thereof to
the District. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or
theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and
indemnity for the District and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the
District, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and
deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond
so lost, destroyed or stolen. The District may require payment of a sum not exceeding the actual
cost of preparing each new Bond delivered under this Section and of the expenses which may be
incurred by the District and the Fiscal Agent for the preparation, execution, authentication and
delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to
be lost, destroyed or stolen shall constitute an original additional contractual obligation on the
part of the District whether or not the Bond so alleged to be lost, destroyed or stolen is at any
time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of
this Agreement with all other Bonds issued pursuant to this Agreement.
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Section 2.11. Type and Nature of the Bonds; Limited Obligation. Neither the faith
and credit nor the taxing power of the City, the State of California or any political subdivision
thereof other than the District is pledged to the payment of the Bonds. Except for the Special
Taxes, no other taxes are pledged to the payment of the Bonds. The Bonds are not general or
special obligations of the City nor general obligations of the District but are limited obligations
of the District payable solely from Net Special Tax Revenues. The District's limited obligation
to pay the principal of, premium, if any, and interest on the Bonds from the Net Special Tax
Revenues is absolute and unconditional, free of deductions and without any abatement, offset,
recoupment, diminution or set-off whatsoever. No Owner of the Bonds may compel the exercise
of the taxing power by the District (except as it pertains to the Special Taxes) or the City or the
forfeiture of any of their property. The principal of and interest on the Bonds and premiums upon
the redemption thereof, if any, are not a debt of the City, the State of California or any of its
political subdivisions except the District within the meaning of any constitutional or statutory
limitation. or restriction. The Bonds are not a legal or equitable pledge, charge, lien, or
encumbrance upon any of the District's property, or upon any of its income, receipts or revenues,
except the Net Special Tax Revenues and amounts on deposit in the Special Tax Fund and the
Bond Fund to the extent pledged hereunder which are, under the terms of this Agreement and the
Act, set aside for the payment of the Bonds and interest thereon and neither the members of the
legislative body of the District nor any persons executing the Bonds are liable personally on the
Bonds by reason of their issuance.
Section 2.12. Equality of Bonds and Pledge of Net Special Tax Revenues. Pursuant
to the Act and this Agreement, the Bonds shall be equally payable from the Net Special Tax
Revenues and other amounts in the Special Tax Fund without priority for number, date of the
Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and
principal of the Bonds and any premiums upon the redemption thereof, shall be exclusively paid
from the Net Special Tax Revenues and other certain other amounts in the Special Tax Fund,
which are hereby set aside for the payment of the Bonds. Amounts in the Special Tax Fund shall
constitute a trust fund held for the benefit of the Owners to be applied to the payment of the
interest on and principal of the Bonds and so long as any of the Bonds or interest thereon remain
Outstanding shall not be used for any other purpose, except as permitted by this Agreement.
Nothing in this Fiscal Agent Agreement shall preclude, subject to the limitations
contained hereunder, the redemption prior to maturity of any Bonds subject to call and
redemption and payment of said Bonds from proceeds of refunding bonds issued under the Act
as the same now exists or as hereafter amended, or under any other law of the State of California,
which shall be payable from Net Special Tax Revenues.
Section 2.13. Description of Bonds; Interest Rates. The Bonds and any Parity Bonds
shall be issued in fully registered form in any denomination. The Bonds and any Parity Bonds of
each issue shall be numbered as desired by the Fiscal Agent.
Section 2.14. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the prepayment or
redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of
this Agreement under Section 10.01 hereof.
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Section 2.15. Additional Bonds. Other than for the purpose of refunding the Bonds, no
additional Bonds entitled to a lien on the Net Special Tax Revenues shall be issued hereunder.
Section 2.16. Validity of the Bonds. The validity of the authorization and issuance of
the Bonds shall not be affected in any way by any defect in any proceedings taken by the District
for the issuance and sale of the Bonds and the recital contained in the Bonds that the same are
issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of
their validity and the regularity of their issuance.
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of the Bonds. At any time after the execution of
this Agreement, the District may issue the Bonds in the aggregate principal amount set forth in
Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized Officers of the
District are hereby authorized and directed to deliver any and all documents and instruments
necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the
Resolution of Issuance and this Agreement and to do and cause to be done any and all acts and
things necessary or convenient For delivery of the Bonds to the Original Purchaser, upon
payment of the purchase price for the Bonds.
Section 3.02. Application of Proceeds of Sale of the Bonds and Transfers from the
Prior Special Tax Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser
(being $ equal to the par amount of $ minus the Original Purchaser's
discount of $ )shall be paid to the Fiscal Agent, who shall Forthwith set aside, pay
over and transfer such proceeds on the Closing Date as follows:
A. $ shall be transferred to the Escrow Agent for deposit into the Escrow
Fund held by the Escrow Agent under the Escrow Agreement;
B. $ shall be deposited into the Reserve Fund; and
C. $ shall be transferred to the Authority Trustee for deposit into the
Costs of Issuance Fund held under the Authority Indenture.
On the Closing Date the following proceeds of the Prior Special Tax Bonds shall be
transferred to the Fiscal Agent, who shall forthwith deposit such proceeds on such Closing Date
as follows:
A. $ shall be deposited in the Administrative Expense Fund.
Section 3.03. Special Tax Fund.
A. Establishment of Special Tax Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the "Special Tax Fund," to the credit of which the District or
6ozss.ooonvozisoz.i 16
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the City, on behalf of the District, shall deposit, immediately upon receipt, all Special Tax
Revenue received by the District or the City, on behalf of the District. Moneys in the Special
Tax Fund, other than Penalties and Interest, shall be held by the Fiscal Agent for the benefit of
the District and the Owners of the Bonds, shall be disbursed as provided below and, pending any
disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
B. Disbursements of Special Tax Revenues. The Special Tax Revenues deposited in
the Special Tax Fund shall be held and, other than Special Tax Revenues representing
Prepayments, subsequently transferred to the following funds and accounts not later than the
dates and in the amounts set forth in the following paragraphs and in the following order of
priority:
1. to the District for deposit in Administrative Expense Fund an amount
equal to the Priority Administrative Expense Amount estimated to be due and payable during the
.Fiscal Year;
2. not later than ten (10) Business Days prior to each Interest Payment Date,
to the Bond Fund:
a. the amount representing past due installments of principal, interest
and premium on the Bonds (including any interest thereon pursuant to the second
sentence of the second paragraph of Section 4.02B), if any, resulting from the
delinquency in the payment of such Special Taxes; and
b. an amount, taking into account any amounts then on deposit in the
Bond Fund (other than by reason of the preceding paragraph a.) such that the
amount in the Bond Fund equals the principal, premium, if any, and interest due
on the Bonds on the next Interest Payment Date;
3. no later than ten (10) Business Days prior to each Interest Payment Date,
to the Reserve Fund that amount, in addition to the amount transferred to the Bond Fund
pursuant to paragraph 2. above, necessary to replenish any draw on the Reserve Fund resulting
from the delinquency in the payment of scheduled debt service on the Bonds ;
4. on September 2 of each year after making the deposits and transfers
required under paragraphs 1 and 2 above and the transfer, if any, authorized under paragraph 3
above, upon receipt of written instructions from an Authorized Officer on or before the
preceding June 30, to the Authority Trustee the amount specified in such written instructions
necessary for the payment of the Proportionate Share of any rebate amount due and owing to the
United States of America by the Authority on the Authority Bonds;
5. on September 2 of each year after making the deposits and transfers
required under paragraphs 1 through 4 above, upon receipt of written instructions from an
Authorized Officer, to the District for deposit in the Administrative Expense Fund the amount
specified in such written instructions necessary for payment of the estimated Administrative
Expenses projected to be due and payable in the next Fiscal Year, reimbursement of any
Administrative Expenses incurred during the Fiscal Year ending on such June 30 or the
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establishment or replenishment of a reasonable operating reserve within the Administrative
Expense Fund and not included in any prior transfer made pursuant to paragraph 1 and 4 above;
and
6. after September 2 of each year, after making the deposits and transfers
made pursuant to paragraphs 1 through 5 above, monies then on deposit in the Special Tax Fund
shall remain therein and shall be subsequently deposited or transferred pursuant to the provisions
of paragraphs 1 through 5 above.
C. Transfer of Prepayments. Amounts constituting Prepayments shall be transferred
by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agent in a segregated account
within the Bond Fund designated as "Prepayment Account" and used to redeem Bonds pursuant
to paragraph 2 of Section 2.03B. Any such transfer of Prepayments shall be accompanied by
written instructions executed by the Treasurer or an Authorized Officer directing the Fiscal
Agent to place such Prepayments in the Prepayment Account.
D. Penalties and Interest. Amounts constituting Penalties and Interest shall be
transferred by the Treasurer to the Fiscal Agent, and placed by the Fiscal Agentin a segregated
account within the Special Tax Fund designated as "Penalties and Interest Account." The
moneys on deposit in the Penalties and Interest Account shall be held and subsequently
transferred, upon receipt of written instructions contained in an Officer's Certificate, to the
following funds and accounts not later than the dates and in the amounts set forth in the
following paragraphs and in the following order of priority:
1. to the Administrative Expense Fund that amount as specified in such
written instructions necessary for payment of the estimated Administrative Expenses projected to
be due and payable in the next Fiscal Year, reimbursement of any Administrative Expenses
incun•ed during the Fiscal Year ending on such June 30 or establishment or replenishment of a
reasonable operating reserve within the Administrative Expense Fund not included in any prior
transfer made pursuant to paragraphs 3 or 6 of subsection B above;
2. to the Bond Fund that amount as specified in such Officer's Certificate for
the payment of debt service on the Bonds; or
3. to such other fund or account as specified in such Officer's Certificate for
any authorized purpose of the District.
E. Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 3.04.
Section 3.05. Administrative Expense Fund.
A. Establishment of Administrative Expense Fund. There is hereby established, as a
separate account to be held by the District, the "Administrative Expense Fund" to the credit of
which transfers from the Fiscal Agent shall be made to the District as required by Sections
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3.02D, 3.03B or 3.03D hereof. Moneys in the Administrative Expense Fund shall be held in
trust by the District for the benefit of the City, the District and the Authority, and shall be
disbursed as provided below.
B. Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn
by the District and paid to the payee specified in an Officer's Certificate stating the amount to be
withdrawn, that such amount is to be used to pay an Administrative Expense and the nature of
such expense. Amounts on deposit in the Administrative Expense Fund at the end of any Fiscal
Year shall be retained in such fund as an operating reserve and shall be disbursed as provided for
in this paragraph B.
C. Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained by the
District in the Administrative Expense Fund to be used for the purposes of such fund.
ARTICLE IV
NET SPECIAL TAX REVENUES; BOND FUND
Section 4.01. Pledge of Net Special Tax Revenues. The Bonds shall be secured by a
first pledge (which pledge shall be effected in the manner and to the extent herein provided) of
all of the Net Special Tax Revenues and all moneys deposited in the Bond Fund and, until
disbursed as provided herein, in the Special Tax Fund, except for moneys on deposit in the the
Penalties and Interest Account. The Net Special Tax Revenues and all moneys deposited into
said funds (except as otherwise provided herein) are hereby dedicated to the payment of the
principal of, and interest and any premium on, the Bonds as provided herein and in the Act until
all of the Bonds have been paid and retired or until moneys or Defeasance Obligations have been
set aside irrevocably for that purpose in accordance with Section 10.01.
Section 4.02. Bond Fund.
A. Establishment of Bond Fund. There is hereby established as a separate fund to be
held by the Fiscal Agent for the "Bond Fund" and, within the Bond Fund, the "Prepayment
Account" to the credit of which deposits shall be made as required by paragraph 2 of Section
3.03B. and by Section 3.03C., and any other amounts required to be deposited therein by this
Agreement or the Act. In addition to the foregoing deposits, the Fiscal Agent shall also deposit
amount received from the Authority Trustee transferred to the Fiscal Agent pursuant to Section
5.05 of the Authority Indenture. Moneys in the Bond Fund shall be held by the Fiscal Agent for
the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of,
and interest and any premium on, the Bonds as provided below, and, pending such disbursement,
shall be subject to a lien in favor of the Owners of the Bonds.
B. Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any
premium, then due and payable on the Bonds, including any amounts due under Section 2.03A.
hereof; provided, however, that available amounts in the Bond Fund shall first be used to pay to
the Owners of the Bonds any past due installments of interest, principal (including mandatory
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sinking payments) of and premium, if any, on the Bonds, in that order. Amounts transferred to
the Bond Fund from the Special Tax Fund pursuant to paragraph 2.a. of Section 3.03B. shall
immediately be paid to the Owners of the Bonds in respect of past due payments on the Bonds,
and amounts transferred to the Prepayment Account pursuant to Section 3.03C. shall be used to
redeem Bonds pursuant to Section 2.03B.
If after the foregoing transfers, there are insufficient funds in the Bond Fund to make the
payments provided for in the first sentence of this Section 4.02B., the Fiscal Agent shall apply
the available funds first to the payment of interest on the Bonds, then to the payment of principal
and any mandatory sinking payments due on the Bonds. Any installment of principal (including
mandatory sinking payments), premium, if any, or interest on the Bonds which is not paid when
due shall accrue interest at the rate of interest on the Bonds until paid, and shall be paid
whenever funds in the Bond Fund are sufficient therefor.
If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled
payment date for the Bonds, the Fiscal Agent shall notify the District and the Treasurer in
writing of such failure, and the Treasurer shall notify the California Debt Advisory Commission
of such failure within 10 days of the failure to make such payment, as required by Section
53359(c)(1) of the Act.
C. Investment. Moneys in the Bond Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from the investment and
deposit of amounts in the Bond Fund shall be retained in the Bond Fund.
Section 4.03. Reserve Fuud.
A. Establishment of Reserve Fund. There is hereby established as a separate fund to
be held by the Fiscal Agent, the "Reserve Fund," to the credit of which a deposit shall be made
as required by Section 3,02B. hereof. Moneys in the Reserve Fund shall be held by the Fiscal
Agent for the benefit of the Bondowners and shall be disbursed as provided in Section 4.03B
below.
B. Procedure for Disbursement. Moneys on deposit in the Reserve Fund shall be
used solely for the purpose of paying the principal of and interest on the Bonds as such amounts
shall become due and payable in the event that the moneys in the Special Tax Fund and the Bond
Fund for such purpose are insufficient therefor or redeeming Bonds as described below. The
Fiscal Agent shall, when and to the extent necessary, withdraw money from the Reserve Fund
and transfer such money to the Bond Fund or the Redemption Fund for such purpose.
On any date after either the transfers, if any, required by the preceding paragraph have
been made for any Bond Year or the valuation of the Permitted Investments in the Reserve Fund
pursuant to Section 6.01 below, if the amount on deposit in the Reserve Fund is less than the
Reserve Requirement, the Fiscal Agent shall transfer to the Reserve Fund from the first available
monies in the Special Tax Fund an amount necessary to increase the balance therein to the
Reserve Requirement If at least ten (10) Business Days prior to each Interest Payment Date of
each year, the amount on deposit in the Reserve Fund is in excess of the Reserve Requirement,
the Fiscal Agent shall transfer such excess to the Bond Fund. In connection with any optional
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redemption of Bonds pursuant to Section 2.03A., amounts on deposit in the Reserve Fund which
would be in excess of the Reserve Requirement following such redemption shall be transferred to
the Redemption Fund or the Bond Fund, as applicable, prior to such redemption and applied to
such redemption of Bonds pursuant to written instructions of the District contained in an
Officer's Correspondence.
Upon receipt of an Officer's Correspondence instructing the Fiscal Agent to transfer
certain moneys representing a Reserve Fund credit for a Prepayment pursuant to the RMA ,the
Fiscal Agent shall transfer the amount specified in such instructions from the Reserve Fund to
the Redemption Fund for the purpose of redeeming Bonds pursuant to such instructions.
Whenever the balance in the Reserve Fund and the Bond Fund exceeds the amount
required to redeem or pay the Outstanding Bonds, including interest accrued to the date of
payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall
transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding
interest payment date, to the payment and redemption, in accordance with Section of all of
the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the
Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance
in the Reserve Fund shall be transferred to the District to be used for any lawful purpose of the
District as set forth in the Act.
C. Investment. Moneys in the Reserve Fund shall be invested and deposited by the
Fiscal Agent in accordance with Section hereof. Interest earnings and profits From such
investment and deposit shall be retained in the Reserve Fund to be used for the purposes of such
fund. All Authorized Investments in the Reserve Fund shall be valued at their cost at least semi-
annually on February 1 and August 1 so long as at lease 25% of the moneys in the Reserve Fund
are invested for a period not to exceed two (2) years in length.
ARTICLE V
OTHER COVENANTS OF THE DISTRICT
Section 5.01. Warranty. The District shall preserve and protect the security pledged
hereunder to the Bonds against all claims and demands of all persons.
Section 5.02. Covenants. So long as any of the Bonds issued hereunder are Outstanding
and unpaid, the District makes the covenants set forth herein below in this Article V with the
Bondowners under the provisions of the Act and this Fiscal Agent Agreement (to be performed
by the District or the City, acting for and on behalf of the District, or its proper officers, agents
and employees), which are covenants necessary and desirable to secure the Bonds and tend to
make the Bonds more marketable; provided, however, that such covenants do not require the
District to expend any funds or moneys other than the Net Special Tax Revenues.
Section 5.03. Punctual Payment. The District shall punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
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faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.04. Limited Obligation. The Bonds are limited obligations of the District and
are payable solely from and secured solely by the Net Special Tax Revenues and the amounts in
the Bond Fund and the Special Tax Fund created hereunder.
Section 5.05. Payment of Claims. The District will pay and discharge any and all lawful
claims for labor, materials, or supplies which, if unpaid, might become a lien or charge upon the
Special Tax Revenues or which might otherwise impair the security of the Bonds then
Outstanding; provided that nothing herein contained shall require the District to make any such
payments so long as the District in good faith shall contest the validity of any such claims.
Section 5.06. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the District shall not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and shall
not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or
funding said claims for interest or in any other manner. In case any such claim for interest shall
be extended or funded, whether or not with the consent of the District, such claim for interest so
extended or funded shall not be entitled, in case of default hereunder, to the benefits of this
Agreement, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all claims for interest which shall not have so extended or funded.
Section 5.07. Against Encumbrances. The District will not encumber, pledge or place
any charge or lien upon any of the Net Special Tax Revenues or other amounts pledged to the
Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Agreement.
Section 5.08. Books and Records. The District will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the District, in
which complete and correct entries shall be made of all transactions relating to the expenditure of
amounts disbursed from the Bond Fund and the Special Tax Fund and relating to the Special Tax
Revenues.
Section 5.09. Protection of Security and Rights of Owners. The District will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and defend
their rights against all claims and demands of all persons. From and after the delivery of any of
the Bonds by the District, the Bonds shall be incontestable by the District.
Section 5.10. Collection of Special Tax Revenues. The District shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
On or about July 10 of each year, the Treasurer shall communicate with the Auditor to
ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account
any parcel splits during the preceding and then current year.
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The Treasurer shall effect the levy of the Special Taxes each Fiscal Year on the parcels
within the District in accordance with the Ordinance, such that the computation of the levy is
complete before the final date on which the Auditor will accept the transmission of the Special
Tax amounts for the parcels within the District for inclusion on the next secured tax roll. Upon
the completion of the computation of the amounts of the levy, the Treasurer shall prepare or
cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to
include the levy of the Special Taxes on the next secured tax roll. The Special Taxes so levied
shall be payable and be collected in the same manner and at the same time and in the same
installments as the general taxes on real property are payable, and have the same priority,
become delinquent at the same time and in the same proportionate amounts and bear the same
proportionate penalties and interest after delinquency as do the general taxes on real property,
unless otherwise provided by the District.
In the event that the Treasurer determines to levy all or a portion of the Special Taxes by
means of direct billing of the property owners of the parcels within the District, the Treasurer
shall, not less than forty-five (45) days prior to each Interest Payment Date, send bills to the
owners of such real property located within the District subject to the levy of the Special Taxes
for Special Taxes in an aggregate amount necessary to meet the financial obligations of the
District with respect to the District due on the next Interest Payment Date, said bills to specify
that the amounts so levied shall be due and payable not less than thirty (30) days prior to such
Interest Payment Date and shall be delinquent if not paid when due.
In any event, the Treasurer shall fix and levy the amount of Special Taxes within the
District required for the payment of principal of and interest on any Outstanding Bonds
becoming due and payable during the ensuing yeaz, an amount necessazy to replenish the
Reserve Fund pursuant to Section 3.03B.3. and an amount estimated to be sufficient to pay the
Administrative Expenses during such year, all in accordance with the RMA and the Ordinance.
The Special Taxes so levied shall not exceed the authorized amounts as provided in the
proceedings pursuant to the Resolution of Formation.
The Treasurer is hereby authorized to employ consultants to assist in computing the levy
of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received.
The fees and expenses of such consultants and the costs and expenses of the Treasurer (including
a charge for City or District staff time) in conducting its duties hereunder shall be an Local
Refunding Obligation Administrative Expense hereunder.
Section 5.11. Further Assurances. The District shall adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the rights and benefits provided in this
Agreement.
Section 5.12. Tax Covenants. The District shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which if
such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date would have caused any of the Authority Bonds to be
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"arbitrage bonds" within the meaning of Section 148(a) of the Tax Code or to be "private activity
bonds" within the meaning of Section 141 of the Tax Code.
The District agrees to furnish all information to, and cooperate fully with, the Authority,
the Trustee and their respective officers, employees, agents and attorneys, in order to assure
compliance with the provisions of Section 6.07 of the Authority Indenture. In the event that the
Authority shall notify the District that the Authority has determined, pursuant to Section 6.07 of
the Authority Indenture, that any amounts are due and payable to the United States of America
thereunder and that neither the Authority nor the Authority Trustee has on deposit an amount of
available moneys to make such payment, the District shall promptly direct the Fiscal Agent pay
to the Authority Trustee from available Net Special Tax Revenues the Proportionate Share of the
amounts detennined by the Authority to be due and payable to the United States of America.
Section 5.13. Covenant to Foreclose. On or before March I and June 1 of each Fiscal
year, the District will review the public records of the County in connection with the Special
Taxes levied in such Fiscal Year to determine the amount of Special Taxes actually collected in
such Fiscal Year. If the District determines that any parcel subject to the Special Taxes is
delinquent in the payment of two or more installments of Special Taxes, the City shall, not later
than forty-five (45) days of such determination, send or cause to be sent a notice of delinquency
(and a demand for immediate payment thereof) to the property owner. The City shall cause
judicial foreclosure proceedings to be commenced and filed in the Superior Court not later than
ninety (90) days of such determination against any parcel for which a notice of delinquency was
given pursuant to this section and for which the Special Taxes remain delinquent.
The City Attomey is hereby authorized to employ counsel to conduct any such
foreclosure proceedings. The fees and expenses of any such counsel and costs and expenses of
the City Attorney (including a charge for City or District staff time) in conducting foreclosure
proceedings shall be an Administrative Expense hereunder.
Notwithstanding any provision of the Act or other law of the State to the contrary, in
connection with any foreclosure related to delinquent Special Taxes:
A. The City, or the Fiscal Agent, is hereby expressly authorized to credit bid at any
foreclosure sale, without any requirement that funds be placed in the Bond Fund or otherwise be
set aside in the amount of such credit bid, in the amount specified in Section 53356.5 of the Act
or such lesser amount as determined under B. below or otherwise under Section 53356.6 of the
Act.
B. The City may permit property with delinquent Special Tax payments to be sold
for less than the amount specified in Section 53356.5 of the Act, if it determines that such sale is
in the interest of the Bond Owners. The Bond Owners, by their acceptance of the Bonds, hereby
consent to such sale for such lesser amounts (as such consent is described in Section 53356.6 of
the Act), and hereby release the City, its officers and its agents from any liability in connection
therewith.
C. The City is hereby expressly authorized to use amounts in the Administrative
Expense Fund to pay costs of foreclosure of delinquent Special Taxes.
wzss.ooo i woz~ saz. i 24
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D. The City may forgive all or any portion of the Special Taxes levied or to be levied
on any pazcel in the District, so long as the City determines that such forgiveness is not expected
to adversely affect its obligation to pay principal of and interest on the Bonds.
Section 5.14. Annual Reports to CDIAC. Not later than October 30 of each yeaz,
commencing October 30, 2012, and until the October 30 following the final maturity of the
Bonds, the Treasurer shall supply the information required by Section 53359.5(b) or (c) of the
Act to CDIAC (on such forms as CDIAC may specify) and the District.
Section 5.15. Continuing Disclosure to Owners. The District acknowledges that the
City has executed and delivered a Continuing Disclosure Certificate, for and on behalf of the
Authority and the District, for the benefit of the holders and beneficial owners of the Authority
Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the
Securities and Exchange Commission. The District hereby covenants and agrees that it will
cause all of its obligations under the Continuing Disclosure Certificate to be carried out.
Notwithstanding any other provision of this Agreement, failure of the District to comply with the
Continuing Disclosure Agreement shall not be considered a default hereunder; however, the
Underwriter or any holder or beneficial owner of 25% of the Authority Bonds may take such
actions as may be necessary and appropriate to compel performance by the District of its
obligations under this Section 5.15, including seeking mandate or specific performance by court
order.
Section 5.16. Public Access to Facilities. The City and the District shall provide or
cause to be provided access to members of the general public to all portions of the Project
financed with the proceeds of the Prior Special Tax Bonds. Said access shall not grant priority to
any one person over that of another person, and shall be subject to any applicable City ordinance,
rule or regulation.
Section 5.17. Modification of Maximum Authorized Special Tax. The District, to the
maximum extent that the law permits it to do so, covenants that no modification of the minimum
or maximum authorized Special Tax shall be approved by the District nor shall the District take
any other action which would (i) prohibit the District from levying the Special Tax within the
District in any Fiscal Year at such a rate as would generate Net Special Tax Revenues in such
Fiscal Year at least equal to 1 ] 0% of Annual Debt Service on all Bonds then Outstanding; (ii)
discontinue or cause the discontinuance of such levy; or (iii) permit the prepayment of the
Special Tax except as permitted pursuant to the the RMA.
Section 5.18. Covenant to Defend. The District covenants, in the event that any
initiative is adopted by the qualified electors in the District which purports to reduce the
minimum or the maximum Special Tax below the levels specified in Section 5.17 above or to
limit the power of the District to levy the Special Taxes within the District for the purposes set
forth in Section 5.10 above, it will commence and pursue legal action in order to preserve its
ability to comply with such covenants.
ARTICLE VI
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INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY
OF THE DISTRICT
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or
account created or established by this Agreement and held by the Fiscal Agent shall be invested
by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate
filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such
investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any
such moneys in Permitted Investments described in clause B(5) of the definition thereof to the
extent practicable which by their terms mature prior to the date on which such moneys are
required to be paid out hereunder, or are held uninvested. The Treasurer shall make note of any
investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions
can be taken to assure compliance with Section 5.10.
In the event of any transfer by the Authority Trustee from the Residual Account thereof
pursuant to Section 5.02(e) of the Authority Indenture For deposit in the Bond Fund pursuant to
4.02A., all moneys on deposit in the Special Tax Fund and the Bond Fund shall be held in cash
or invested in Permitted Investments constituting cash equivalents until the payment of the
principal of and interest on the Bonds on the September 1 Interest Payment Date following such
transfer.
Moneys in any fund or account created or established by this Agreement and held by the
Treasurer shall be invested by the Treasurer in Permitted Investments, which in any event by
their terms mature prior to the date on which such moneys are required to be paid out hereunder.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part of
such fund or account, subject, however, to the requirements of this Agreement for transfer of
interest earnings and profits resulting from investment of amounts in funds and accounts.
Whenever in this Agreement any moneys are required to be transfen•ed by the District to the
Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted
Investments.
The Fiscal Agent or an affiliate or the Treasurer may act as principal or agent in the
acquisition or disposition of any investment and shall be entitled to its customary fee therefor.
Neither the Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any
investments made pursuant to this Section. For purposes of determining the amount on deposit
in any fund or account held hereunder, all Permitted Investments or investments credited to such
fund or account shall be valued at provided for in Exhibit B attached hereto.
Except as otherwise provided in the next sentence, all investments of amounts deposited
in any fund or account created by or pursuant to this Agreement, or otherwise containing gross
proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired,
disposed of, and valued (as of the date that valuation is required by this Agreement or the Code)
at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a
yield restriction under the applicable provisions of the Code shall be valued at their present value
(within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for
verification of the application of such sections of the Code.
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Investments in any and all funds and accounts may be commingled in a sepazate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding provisions
herein for transfer to or holding in or to the credit of particular funds or accounts of amounts
received or held by the Fiscal Agent or the Treasurer hereunder, provided that the Fiscal Agent
or the Treasurer, as applicable, shall at all times account for such investments strictly in
accordance with the funds and accounts to which they are credited and otherwise as provided in
this Agreement.
The Fiscal Agent or the Treasurer, as applicable, shall sell at the highest price reasonably
obtainable, or present for redemption, any investment security whenever it shall be necessary to
provide moneys to meet any required payment, transfer, withdrawal or disbursement from the
fund or account to which such investment security is credited and neither the Fiscal Agent nor
the Treasurer shall be liable or responsible for any loss resulting from the acquisition or
disposition of such investment security in accordance herewith.
Section 6.02. Limited Obligation. The District's obligations hereunder are limited
obligations of the District and are payable solely from and secured solely by the Net.Special Tax
Revenues and the amounts in the Special Tax Fund and the Bond Fund.
Section 6.03. Liability of District. The District shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The District shall not be liable
in connection with the performance of its duties hereunder, except for its own negligence or
willful default. The District shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the Fiscal Agent herein
or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to
the existence of a default or event of default thereunder.
In the absence of bad faith, the District, including the Treasurer, may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the District and conforming to the requirements of this
Agreement. The District, including the Treasurer, shall not be liable for any error of judgment
made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent
facts.
No provision of this Agreement shall require the District to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Net Special
Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any,
of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The District may rely and shall be protected in acting or refraining from acting upon any
notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party
or proper parties. The District may consult with counsel, who may be the City Attorney, with
regard to legal questions, and the opinion of such counsel shall be full and complete
60285.00017\7021502.1 27
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authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
The District shall not be bound to recognize any person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily
established, if disputed.
Whenever in the administration of its duties under this Agreement the District shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the District, be deemed to be
conclusively proved and established by a certificate of the Fiscal Agent, and such certificate shall
be full warrant to the District for any action taken or suffered under the provisions of this
Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
District may, in lieu thereof, accept other evidence of such matter or may require such additional
evidence as to it may seem reasonable.
Section 6.04. Employment of Agents by District or the City. In order to perform their
respective duties and obligations hereunder, the City, the District and/or the Treasurer may
employ such persons or entities as they deem necessary or advisable. The City, the District,
and/or the Treasurer shall not be liable for any of the acts or omissions of such persons or entities
employed by them in good faith hereunder, and shall be entitled to rely, and shall be fully
protected in doing so, upon the opinions, calculations, determinations and directions of such
persons or entities.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default. The following events shall be Events of Default:
A. Failure to pay any installment of principal of any Bonds when and as the same
shall become due and payable, whether at maturity as therein expressed, by proceedings for
redemption or otherwise.
B. Failure to pay any installment of interest on any Bonds when and as the same
shall become due and payable.
C. Failure by the District to observe and perform any of the other covenants,
agreements, or conditions on its part in this Agreement or in the Bonds contained, if such failure
shall have continued for a period of 60 days afrer written notice thereof, specifying such failure
and requiring the same to be remedied, shall have been given to the District by the Fiscal Agent
or the Owners of not less than 25% in aggregate principal amount of the Bonds at the time
Outstanding; provided, however, if in the reasonable opinion of the District the failure stated in
the notice can be corrected, but not within such 60-day period, such failure shall not constitute
an Event of Default if corrective action is instituted by the District within such 60-day period
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and the District shall thereafter diligently and in good faith cure such failure in a reasonable
period of time.
D. Commencement by the District of a voluntary case under Title I 1 of the United
States Code or any substitute or successor statute.
Section 7.02. Remedies of Bond Owners. Subject to the provisions of Section 7.07,
any Bond Owner shall have the right, for the equal benefit and protection of all Bond Owners
similarly situated:
A. by mandamus, suit, action or proceeding, to compel the City and its officers,
agents or employees to perform each and every term, provision and covenant contained in this
Agreement and in the Bonds, and to require the carrying out of any or all such covenants and
agreements of the City and the fulfillment of all duties imposed upon it by the Act;
B. by suit, action or proceeding in equity, to enjoin any acts or things which are
unlawful, or the violation of any of the Bond Owners' rights; or
C. upon the happening of any Event of Default, by suit, action or proceeding in any
court of competent jurisdiction, to require the City and its officers and employees to account as if
it and they were the trustees of an express trust.
Section 7.03. Application of Special Taxes and Other Funds After Default. If an
Event of Default shall occur and be continuing, all Special Taxes, including any penalties, costs,
fees and other charges accruing under the Act, and any other funds then held or thereafter
received by the Fiscal Agent under any of the provisions of this Agreement shall be applied by
the Fiscal Agent as follows and in the following order:
A. To the payment of any expenses necessary in the opinion of the Fiscal Agent to
protect the interests of the Owners of the Bonds and payment of reasonable fees, charges, and
expenses of the Fiscal Agent (including reasonable fees and disbursements of its counsel)
incurred in and about the performance of its powers and duties under this Agreement;
B. To the payment of the principal of and interest then due with respect to the Bonds
(upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially
paid, or sun•ender thereof if fully paid) subject to the provisions of this Agreement, as follows:
First: To the payment to the Persons entitled thereto of all installments of interest
then due in the order of the maturity of such installments, and, if the amount available shall not
be sufficient to pay in full any installment or installments maturing on the same date, then to the
payment thereof ratably, according to the amounts due thereon, to the Persons entitled thereto,
without any discrimination or preference; and
Second: To the payment to the Persons entitled thereto of the unpaid principal of
any Bonds which shall have become due, whether at maturity or by call for redemption, with
interest on the overdue principal at the rate borne by the respective Bonds on the date of maturity
or redemption, and, if the amount available shall not be sufficient to pay in full all the Bonds,
together with such interest, then to the payment thereof ratably, according to the amounts of
6ozas.oooiwozisoz.i 29
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principal due on such date to the Persons entitled thereto, without any discrimination or
preference.
C. Any remaining funds shall be transferred by the Fiscal Agent to the Bond Fund.
Section 7.04. Absolute Obligation of the District. Nothing in Section 7.08 or in any
other provision of this Agreement or in the Bonds contained shall affect or impair the obligation
of the District, which is absolute and unconditional, to pay the principal of and interest on the
Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call
for redemption, as herein provided, but only out of the Net Special Tax Revenues and other
moneys herein pledged therefor and received by the District or the Fiscal Agent, or affect or
impair the right of such Owners, which is also absolute and unconditional, to enforce such
payment by virtue of the contract embodied in the Bonds.
Section 7.05. Termination of Proceedings. In case any proceedings taken by any one
or more Bond Owners on account of any Event of Default shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Bond Owners, then in
every such case the District, and the Bond Owners, subject to any determination in such
proceedings, shall be restored to their former positions and rights hereunder, severally and
respectively, and all rights, remedies, powers and duties of the City, and the Bond Owners shall
continue as though no such proceedings had been taken.
Section 7.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Fiscal Agent or to the Owners of the Bonds is intended to be exclusive of any other
remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be
cumulative and in addition to any other remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.
Section 7.07. No Waiver of Default. No delay or omission of any Owner of the Bonds
to exercise any right or power arising upon the occurrence of any default shall impair any such
right or power or shall be construed to be a waiver of any such default or an acquiescence
therein; and every power and remedy given by this Agreement to the Owners of the Bonds may
be exercised from time to time and as often as may be deemed expedient.
ARTICLE VIII
THE FISCAL AGENT
Section 8.01. Appointment of Fiscal Agent. Wells Fargo Bank, National Association,
is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes
to perform such duties, and only such duties, as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under the
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following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
The District may remove the Fiscal Agent initially appointed, and any successor thereto,
and may appoint a successor or successors thereto, but any such successor shall be a bank or trust
company having a combined capital (exclusive of borrowed capital) and surplus of at least
Seventy-Five Million Dollars ($75,000,000), and subject to supervision or examination by
federal or state authority. If such bank or trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then for the purposes of this Section 8.01, combined capital and surplus of such bank
or trust company shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.
The Fiscal Agent may at any time resign by giving written notice to the District and by
giving to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the District shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance
of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days afer the Fiscal Agent shall have given to
the District written notice or after a vacancy in the office of the Fiscal Agent shall have occurred
by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of
competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, afer such
notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.
If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform
its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent
hereunder shall be assumed by and vest in the Treasurer of the City in trust for the benefit of the
Owners. The District covenants for the direct benefit of the Owners that the Treasurer in such
case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall
assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in
trust for the benefit of the Owners of the Bonds.
Section 8.02. Liability of Fiscal Agent. The recitals of facts, covenants, and agreements
herein and in the Bonds contained shall be taken as statements, covenants, and agreements of the
District, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor
makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor
shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Fiscal Agent assumes no responsibility or liability for any information,
statement or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Bonds.
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In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
fumished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability
in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent
or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith
reasonably believe to be genuine and to have been adopted or signed by the proper person or to
have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal
Agent shall not be under any duty to make any investigation or inquiry as to any statements
contained or matters referred to in any such instrument.
The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants, or agreements of the City or the District
herein or of any of the documents. executed by the City or the District in connection with the
Bonds, or as to the existence of a default or event of default thereunder.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.
The Fiscal Agent may become the Owner of the Bonds with the same rights it would
have if it were not the Fiscal Agent.
All indemnifications and releases from liability granted to the Fiscal Agent hereunder
shall extend to the directors, officers, and employees of the Fiscal Agent.
Section 8.03. Information. The Fiscal Agent shall provide to the District such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
hereunder as the District shall reasonably request, including, but not limited to, quarterly
statements reporting funds held and transactions by the Fiscal Agent.
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Section 8.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or proper parties. The Fiscal Agent may
consult with counsel, who may be counsel to the City, with regard to legal questions, and the
opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed
to be conclusively proved and established by a certificate of the District, and such certificate
shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of
this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such
additional evidence as to it may deem reasonable.
Section 8.05. Compensation, Indemnification. The District shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under
this Agreement, and also all reasonable expenses, charges, counsel fees, and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not
have a lien therefor on any funds at any time held by it under this Agreement. The District
further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent,
its officers, employees, directors and agents harmless against any liabilities which it may incur in
the exercise and performance of its powers and duties hereunder which are not due to its
negligence or willful misconduct. The obligation of the District under this Section shall survive
resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and
discharge of this Agreement, but any monetary obligation of the District arising under this
Section shall be limited solely to amounts on deposit in the Local Refunding Obligation
Administrative Expense Fund.
ARTICLE IX
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 9.01. Amendments Permitted. This Agreement and the rights and obligations
of the District and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the
written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
Section 9.04. No such modification or amendment shall (i) extend the maturity of any Bond or
60285.000177021502.1 33
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reduce the interest rate thereon, or otherwise alter or impair the obligation of the District to pay
the principal of, and the interest and any premium on, any Bond, without the express consent of
the Owner of such Bond; or (ii) permit the creation by the District of any pledge or lien upon the
Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the
Bonds (except as otherwise permitted by the Act, the laws of the State of California or this
Agreement), or reduce the percentage of Bonds required for the amendment hereof. Any such
amendment may not modify any of the rights or obligations of the Fiscal Agent without its
written consent.
This Agreement and the rights and obligations of the District and of the Owners may also
be modified or amended at any time by a Supplemental Agreement, without the consent of any
Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(i) to add to the covenants and agreements of the District in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the District;
(ii) to make modifications not adversely affecting any Outstanding Bonds of
the District in any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting, or supplementing any defective provision contained in this
Agreement, or in regard to questions arising under this Agreement, as the District and the
Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement,
and which shall not adversely affect the rights of the Owners of the Bonds;
(iv) to make such additions, deletions, or modifications as may be necessary or
desirable to assure the exclusion from gross income for federal income tax purposes of
interest on the Bonds.
Section 9.02. Owners' Meetings. The District may at 'any time call a meeting of the
Owners. In such event the District is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct
of said meeting.
Section 9.03. Procedure for Amendment with Written Consent of Owners. The
District and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 9.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
Such Supplemental Agreement shall not become effective unless there shall be filed with
the Fiscal Agent the written consent of the Owners of at least sixty percent (60%) in aggregate
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principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in
Section 9.04 and a notice shall have been mailed as hereinafter in this Section provided. Each
such consent shall be effective only if accompanied by proof of ownership of the Bonds for
which such consent is given, which proof shall be such as is permitted by Section 11.04. Any
such consent shall be binding upon the Owner of the Bonds giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such
consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing
such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section
provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the District shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the required
percentage.of Bonds and will be effective as provided in this Section (but failure to mail copies
of said notice shall not affect the validity of the Supplemental Agreement or consents thereto).
Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of
the papers required by this Section 9.03 to be filed with the Fiscal Agent, shall be proof of the
matters therein stated until the contrary is proved. The Supplemental Agreement shall become
effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the
Supplemental Agreement shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the District and the Owners of all Bonds
at the expiration of sixty (60) days after such filing, except in the event of a final decree of a
court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such sixty-day period.
Section 9.04. Disqualified Bonds. Bonds owned or held for the account of the City or
the District, excepting any pension or retirement fund, shall not be deemed Outstanding for the
purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided
for in this Article IX, and shall not be entitled to vote upon, consent to, or take any other action
provided for in this Article IX.
Section 9.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article IX, this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the District and all Owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the teens and conditions of this Agreement for any and
all purposes.
Section 9.06. Endorsement or Replacement of Bonds Issued After Amendments.
The District may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article IX shall bear a notation, by endorsement or otherwise, in form
approved by the District, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the Principal
Office of the Fiscal Agent or at such other office as the District may select and designate for that
6ozss.ooo i 7~7oz i soz. i 35
P428
purpose, a suitable notation shall be made on such Bond. The District may determine that new
Bonds, so modified as in the opinion of the District is necessary to conform to such Owners'
action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of
any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the
Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such
Bonds.
Section 9.07. Amendatory Endorsement of Bonds. The provisions of this Article IX
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
Section 9.08. Notice Requirement. -Not less than 15 days prior to the effective date of
any amendment made pursuant to this Article IX, so long as any Bonds are owned by the
Authority, the District shall mail notice of the proposed amendment and the text of the proposed
amendment to the Authority and the Authority Trustee.
ARTICLE X
DEFEASANCE
Section 10.01. Defeasance. If the District shall pay or cause to be paid, or there shall
otherwise be paid, to the Owner of an Outstanding Bond the interest due thereon and the
principal thereof, at the times and in the manner stipulated in this Agreement, then the Owner of
such Bond shall cease to be entitled to the pledge of Net Special Tax Revenues, and, other than
as set forth below, all covenants, agreements and other obligations of the District to the Owner of
such Bond under this Agreement shall thereupon cease, terminate and become void and be
discharged and satisfied. In the event of a defeasance of all Outstanding Bonds pursuant to this
Section, the Fiscal Agent shall execute and deliver to the District all such instruments as may be
desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over or
deliver to the District's general fund all money or securities held by it pursuant to this Agreement
which are not required for the payment of the principal of, premium, if any, and interest due on
such Bonds.
Any Outstanding Bond shall be deemed to have been paid within the meaning expressed
in the first paragraph of this Section if such Bond is paid in any one or more of the following
ways:
(i) by paying or causing to be paid the principal of, premium, if any, and interest on
such Bond, as and when the same become due and payable;
(ii) by depositing with the Fiscal Agent, in trust, at or before maturity, money which,
together with the amounts then on deposit in the Special Tax Fund and available for such
purpose, is fully sufficient to pay the principal of, premium, if any, and interest on such Bond, as
and when the same shall become due and payable; or
(iii) by depositing with the Fiscal Agent or another escrow bank appointed by the
District, in trust, direct, noncallable Defeasance Obligations, in which the District may lawfully
60285.00017\7021502.1 36
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invest its money, in such amount as an Independent Accountant shall determine will be
sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special
Tax Fund and available for such purpose, together with the interest to accrue thereon, to pay and
discharge the principal of, premium, if any, and interest on such Bond, as and when the same
shall become due and payable;
then, at the election of the District, and notwithstanding that any Outstanding Bonds shall not
have been surrendered for payment, all obligations of the District under this Agreement with
respect to such Bond shall cease and terminate, except for the obligation of the Fiscal Agent to
pay or cause to be paid to the Owners of any such Bond not so surrendered and paid, all sums
due thereon. Notice of such election shall be filed with the Fiscal Agent not less than ten (]0)
days prior to the proposed defeasance date, or such shorter period of time as may be acceptable
to the Fiscal Agent. In connection with a defeasance under (ii) or (iii) above, there shall be
provided to the District a verification report from an Independent Accountant stating its opinion
as to the sufficiency of the moneys or securities deposited with the Fiscal Agent or the escrow
bank to pay and discharge the principal of, premium, if any, and interest on all Outstanding
Bonds to be defeased in accordance with this Section, as and when the same shall become due
and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified
public accountant) to the effect that the Bonds being defeased have been legally defeased in
accordance with this Agreement.
Upon a defeasance, the Fiscal Agent, upon request of the District, shall release the rights
of the Owners of such Bonds which have been defeased under this Agreement and execute and
deliver to the District all such instruments as may be desirable to evidence such release,
discharge and satisfaction. In the case of a defeasance hereunder of all Outstanding Bonds, after
payment of any amounts then owed to the Fiscal Agent, the Fiscal Agent shall pay over or
deliver to the District any funds held by the Fiscal Agent at the time of a defeasance, which are
not required for the purpose of paying and discharging the principal of or interest on the Bonds
when due. The Fiscal Agent shall, at the written direction of the District, mail, first class,
postage prepaid, a notice to the Bondowners whose Bonds have been defeased, in the form
directed by the District, stating that the defeasance has occurred.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the District, the City, the Fiscal
Agent, and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises, or agreements in this Agreement contained by and on behalf of
the District shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 11.02. Cancellation of Bonds. All Bonds surrendered to the Fiscal Agent for.
payment upon maturity or for redemption shall be upon payment therefor, and any Bond
purchased by the District as authorized herein and delivered to the Fiscal Agent for such purpose
shall be, cancelled forthwith and shall not be reissued. The Fiscal Agent shall destroy such
vozas.oooiwozisoz.i 37
P430
Bonds, as provided by law, and, upon request of the District, furnish to the District a certificate
of such destruction.
Section 11.03. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the District or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the District or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 11.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declazation, or other instrument which this Agreement may require or permit to be
executed by the Owners may be in one or more instruments of similaz tenor, and shall be
executed by the Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and the
amount, maturity, number and date of holding the same shall be proved by the registry books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District or the Fiscal Agent in good faith and in accordance therewith.
Section 11.05. Waiver of Personal Liability. No member, officer, agent or employee
of the District or the City shall be individually or personally liable for the payment of the
principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve
any such member, officer, agent or employee from the performance of any official duty provided
by law.
Section 11.06. Notices to and Demands on District and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the District may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the District with the
Fiscal Agent) as follows:
bozss.oooiwozisoz.i 38
P431
City of Rancho Cucamonga Community Facilities District No.
2001-01
c/o City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, Califomia 91730
Attention: City Manager
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the District to or on the Fiscal Agent may be given or served by being
deposited postage prepaid in a post office letter box addressed (until another address is filed by
the Fiscal Agent with the District) as follows:
Wells Fazgo Bank, National Association
707 Wilshire Blvd. 17th Floor
Los Angeles, CA 90017
Attention: Corporate Trust Department
Section 11.07. Partial Invalidity. If any Section, pazagraph, sentence, clause or phrase
of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The District hereby declares that
it would have adopted this Agreement and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the
fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement
may be held illegal, invalid or unenforceable.
Section 11.08. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent for the payment and discharge of the
principal of, and the interest and any premium on, the Bonds which remains unclaimed for two
(2) years after the date when the payments of such principal, interest and premium have become
payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal
Agent to the District as its absolute property free from any trust, and the Fiscal Agent shall
thereupon be released and discharged with respect thereto and the Bond Owners shall look only
to the District for the payment of the principal of, and interest and any premium on, such Bonds.
Section 11.09. Provisions Constitute Contract. The provisions of this Agreement shall
constitute a contract between the District and the Bondowners and the provisions hereof shall be
construed in accordance with the laws of the State of Califomia.
In case any suit, action, or proceeding to enforce any right or exercise any remedy shall
be brought or taken and, should said suit, action, or proceeding be abandoned, or be determined
adversely to the Bondowners or the Fiscal Agent, then the District, the Fiscal Agent, and the
Bondowners shall be restored to their former positions rights and remedies as if such suit, action,
or proceeding had not been brought or taken.
After the issuance and delivery of the Bonds this Agreement shall be irrepealable, but
shall be subject to modifications to the extent and in the manner provided in this Agreement, but
to no greater extent and in no other manner.
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Section 11.10. Future Contracts. Nothing herein contained shall be deemed to restrict
or prohibit the District from making contracts or creating bonded or other indebtedness payable
from a pledge of the Net Special Tax Revenues which is subordinate to the pledge hereunder, or
which is payable from taxes or any source other than the Net Special Tax Revenues and other
amounts pledged hereunder.
Section 11.11. Further Assurances. The District will adopt, make, execute, and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or fo facilitate the performance of this Agreement, and for the
better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in
this Agreement.
Section 11.12. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and performed
in the State of California.
Section 11.13. Conflict with Act. In the event of a conflict between any provision of
this Agreement with any provision of the Act as in effect on the Closing Date, the provision of
the Act shall prevail over the conflicting provision of this Agreement.
Section 11.14. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 11.15. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need not
be made on such date but may be made on the next succeeding day which is a Business Day with
the same force and effect as if made on the date required and no interest shall accrue for the
period after such date.
Section 11.16. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
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60285.000177021502.1 40
P433
IN WITNESS WHEREOF, the District has caused this Agreement pertaining to the
Community Facilities District No. 2001-01 Special Tax Refunding Bonds, Series 2011 to be
executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name,
all as of , 2011.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2001-O1
By:
City Manager
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
S-1
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P434
EXHIBIT A
FORM OF BOND
No.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.2000-01
IMPROVEMENT AREA NO. 3
SPECIAL TAX REFUNDING BONDS, SERIES 2011
INTEREST RATE MATURITY DATE DATED DATE
September 1, , 2011
REGISTERED OWNER: WELLS FARGO BANK, NATIONAL ASSOCIATION,.
on behalf of the Rancho Cucamonga Public Finance
Authority
PRINCIPAL AMOUNT:
DOLLARS
The City of Rancho Cucamonga (the "City") for and on behalf of the City of Rancho
Cucamonga Community Facilities District No. 2001-01 (the "District"), for value received,
hereby promises to pay solely from Net Special Tax Revenues (as defined in the Agreement) to
be collected within the District or amounts in the funds and accounts held under the Agreement
(as hereinafter defined), to the registered owner (the "Owner") named above, or registered
assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter
provided, the principal amount set forth above, and to pay interest on such principal amount from
the Dated Date, or from the most recent interest payment date to which interest has been paid or
duly provided for, semiannually five (5) days prior to each September 1 and March 1,
commencing September 1, 2012 (each an "Interest Payment Date"), at the interest rate set forth
above, until the principal amount hereof is paid or made available for payment. The principal of
this Bond is payable to the registered Owner hereof in lawful money of the United States of .
America upon presentation and surrender of this Bond at the office of Wells Fargo Bank,
National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the
Fiscal Agent mailed five (5) days preceding each Interest Payment Date to the registered Owner
hereof as of the close of business on the 15th day of the month preceding the month in which the
interest payment date occurs (the "Record Date") at such registered Owner's address as it
appears on the registration books maintained by the Fiscal Agent.
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This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of
$ pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections
63311, et seq., of the California Government Code (the "Mello-Roos Act") and designated the
City of Rancho Cucamonga Community Facilities District No. 2001-01 Improvement Area No. 3
Special Tax Refunding Bonds, Series 2011. The Bonds have been issued for the purpose of
refunding the City of Rancho Cucamonga Community Facilities District No. 2001-01
Improvement Area No. 3 Special Tax Bonds, Series 2000 (the "Prior Special Tax Bonds"). The
issuance of the Bonds and the terms and conditions thereof are provided for by the Fiscal Agent
Agreement, dated as of December 1, 2011 (the "Agreement"), by and between the City of
Rancho Cucamonga Community Facilities District No. 2001-O1 and the Fiscal Agent and this
reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond
assents to said terms and conditions.
Pursuant to the Mello-Roos Act and the Agreement, the principal of and interest on this
Bond are payable solely from Net Special Tax Revenues of the annual special tax authorized
under the Mello-Roos Act to be collected within the District (the "Special Tax") and certain
funds held under the Agreement.
Each Bond shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it
shall bear interest from such date of authentication; or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date preceding such Interest
Payment Date, in which event it shall bear interest from such Interest Payment Date; or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it shall bear interest from -the Closing Date; provided, however, that if at the time of
authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the
Interest Payment Date to which interest has previously been paid or made available for payment
thereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the City, as may be permitted by law. The Bonds
do not constitute obligations of the City of Rancho Cucamonga for which said City is obligated
to levy or pledge, or has levied or pledged, general or special taxation other than described
hereinabove. The District has covenanted for the benefit of the Owners of the Bonds that it will
order, and cause to be commenced as provided in the Agreement, and thereafter diligently
prosecute to judgment, an action in the superior court to foreclose the lien of any Special Tax or
installment thereof not paid when due.
The Bonds maturing on or after September 1, ,may be redeemed at the option of the
District from any source of funds other than prepayment of Special Taxes, prior to their stated
maturity, as a whole or in part (in integral multiples of $5,000) on any Interest Payment Date on
or after September 1, ,from such maturities as are selected by the District, and by lot within
a maturity, at a redemption price equal to the principal amount of the Bonds or portions thereof
to be redeemed, together with accrued interest thereon to the date fixed for redemption.
Notwithstanding the above, any such optional redemption of the Bonds shall occur only if
the District shall first deliver to the Fiscal Agent and the Authority Trustee a certificate of an
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60285.00017\7021502.1
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Independent Financial Consultant verifying that, following such redemption of the Bonds, the
principal and interest due on the Outstanding Bonds, if any, and the other outstanding Local
Obligations is adequate to make the timely payment of principal, including mandatory sinking
fund payments, and interest due on the Authority Bonds that will remain outstanding following
the corresponding redemption of the Authority Bonds resulting from such optional redemption of
the Bonds.
The Bonds shall be subject to redemption on any Interest Payment Date, prior to
maturity, as a whole or in part from such maturities, as are selected by the District, from the
prepayment of Special Taxes at the following redemption prices (expressed as percentages of the
principal amount of the Bonds to be redeemed), together with accrued interest thereon to the date
of redemption:
Redemption Date Redemption Price
September 1, 2011 through , 20_ 10
1, 20 and 1, 20 10
1, 20_ and any Interest Payment
Date thereafter 100
Notwithstanding the above, such mandatory redemption of the Bonds in whole or in part
shall occur only if the District shall first deliver to the Fiscal Agent and the Authority Trustee a
certificate of an Independent Financial Consultant verifying that, following such redemption of
the Bonds, the principal and interest due on the Outstanding Bonds, if any, and the other
outstanding Local Obligations is adequate to make the timely payment of principal, including
mandatory sinking fund payments, and interest due on the Authority Bonds that will remain
outstanding following the corresponding redemption of the Authority Bonds resulting from such
mandatory redemption of the Bonds.
In lieu of redemption under the Fiscal Agent Agreement, moneys in the Bond Fund may
be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing
with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private
sale as and when, and at such prices (including brokerage and other charges) as such Officer's
Certificate may provide, but in no event may Bonds be purchased at a price in excess of the
principal amount thereof, plus interest accrued to the date of purchase, unless a greater purchase
price is permitted under the Act and the District determines that it will have sufficient amounts in
the Bond Fund, following such purchase, to pay Debt Service on the Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered Owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and
interest.
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Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
Except as provided in the Agreement, any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of the Agreement by
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
District. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate
principal amount of Bonds of authorized denominations and of the same maturity. The cost for
any services rendered or any expenses incurred by the Fiscal Agent in connection with any such
exchange shall be paid by the District. The Fiscal Agent shall collect from the Owner requesting
such exchange any tax or other governmental charge required to be paid with respect to such
exchange.
No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption; (ii) with respect to a Bond
after such Bond has been selected for redemption; or (iii) between the 15th day of the month next
preceding any Interest Payment Date and such Interest Payment Date.
The Fiscal Agent Agreement and the rights and obligations of the Agency thereunder
may be modified or amended as set forth therein.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of this
Bond have existed, happened and been performed in due time, form and manner as required by
law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or
Constitution of the State of California.
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IN WITNESS WHEREOF, the City of Rancho Cucamonga Community Facilities
District 99-01 has caused this Bond to be dated , 2011, to be signed by the manual
or facsimile signature of the Mayor and countersigned by the manual or facsimile signature of
the City Clerk, each acting for and on behalf of such community facilities district.
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2001-01
BY:
Mayor
BY:
City Clerk
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FISCAL AGENT'S CERTIFICATE OFAUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement which has been
authenticated on
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Fiscal Agent
By:
Authorized Officer
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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration
books of the Fiscal Agent, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New
York Stock Exchange or a
commercial bank or trust
company.
NOTICE: The signature(s) on this assignment
must correspond with the name(3) as
written on the face of the within Bond
in every particular without alteration or
enlargement or any change whatsoever.
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60285.00017\7021502.1
28017-07 JH:CKL:JDA
BOND PURCHASE AGREEMENT
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
Special Tax Refunding Revenue Bonds,
Series 2011
2011
Rancho Cucamonga Public Finance Authority
c/o City of Rancho Cucamonga
10500 Civic Center Drive
P.O. Box 807
Rancho Cucamonga, California 91730
Ladies and Gentlemen:
The undersigned (the "Underwriter") offers to enter into this Bond Purchase Agreement
(this "Purchase Agreement") with the Rancho Cucamonga Public Finance Authority (the
"Authority") that will be binding upon the Authority and the Underwriter upon the acceptance
hereof by the Authority. This offer is made subject to its acceptance by the Authority by
execution of this Purchase Agreement and its delivery to the Underwriter on or before 5:00
p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall
have the respective meanings given to such terms in the Indenture (as hereinafter defined).
Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of
the representations, warranties and agreements hereinafter set forth, the Underwriter hereby
agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees
to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned
bonds (the "Bonds"). The purchase price for the Bonds shall be $ (being the
aggregate principal amount thereof ($ 1 less an underwriter's discount of
$ and less an original issue discount of $~ ).
Section 2. Description of the Bonds. The Bonds shall be issued pursuant to (a) an
Indenture of Trust (the "Indenture") dated as of December 1, 2011 by and between the
Authority and Wells Fargo Bank, National Association, as trustee (the "Trustee"), (b) the Marks-
Roos Local Bond Pooling Act (the "Bond Law") and (c) a resolution of the Authority adopted on
November _, 2011 (the "Bond Resolution"). The Bonds shall be as described in the
Indenture and the Official Statement dated the date hereof relating to the Bonds (which,
together with all exhibits and appendices included therein or attached thereto and such
amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter
called the "Official Statement").
P441
The proceeds of the Bonds shall be applied by the Authority to finance the purchase of
the following issues of bonds (the "Special Tax Refunding Bonds"), which are being issued to
refund the following outstanding bonds (the "Prior Bonds"):
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(i) Special Tax Refunding Bonds (the "CFD 2000-01 Refunding Bonds") being
issued by City of Rancho Cucamonga Community Facilities District No. 2000-01 (South
Etiwanda) ,("CFD 2000-01") of the to refund the outstanding $922,000 initial principal
amount of the City of Rancho Cucamonga Community Facilities District No. 2000-01
(South Etiwanda) Special Tax Bonds, Series 2000.
(ii) Special Tax Refunding Bonds (the "CFD 2000-02 Refunding Bonds') being
issued by City of Rancho Cucamonga Community Facilities District No. 2000-02
(Rancho Cucamonga Corporate Park) ("CFD 2000-02") to refund the outstanding
$5,453,000 initial principal amount of the City of Rancho Cucamonga Community
Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax Bonds,
Series 2000.
(iii) Special Tax Refunding Bonds (the "CFD 2001-01 '(IA 182) Refunding
Bonds') being issued by City of Rancho Cucamonga Community Facilities District No.
2001-01 with respect to its Improvement Areas No. 1 and 2 ("CFD 2001-1 (IA 182)") to
refund the outstanding $10,635,000 initial principal amount of the City of Rancho
Cucamonga Community Facilities District No. 2001-01, Improvement Area No. 1 and
Improvement Area No. 2 Special Tax Bonds, Series 2001-A.
(iv) Special Tax Refunding Bonds (the "CFD 2001-01 (IA3) Refunding Bonds')
being issued by City of Rancho Cucamonga Community Facilities District No. 2001-01
with respect to its Improvement Area No. 3 ("CFD 2001-1 (IA3)") to refund the
outstanding $804,000 initial principal amount of the City of Rancho Cucamonga
Community Facilities District No. 2001-01, Improvement Area No. 3 Special Tax Bonds,
Series 2001-B.
The Special Tax Refunding Bonds will be purchased by the Authority in accordance with
a Special Tax Refunding Bond Purchase Agreement dated the date hereof (the "Special Tax
Refunding Bond Purchase Agreement"), by and between the Authority and the City of
Rancho Cucamonga (the "City").
Section 3. Public Offering. The Underwriter agrees to make a bona fide public
offering of all the Bonds initially at the public offering prices (or yields) set forth in Appendix A
attached hereto and. incorporated herein by reference. Subsequent to the initial public offering,
the Underwriter reserves the right to change the public offering prices (or yields) as it deems
necessary in connection with the marketing of the Bonds, provided that the Underwriter shall
not change the interest rates set forth in Appendix A. The Bonds may be offered and sold to
certain dealers at prices lower than such initial public offering prices.
Section 4. Delivery of Official Statement. The Authority has delivered or caused to
be delivered to the Underwriter prior to the execution of this Purchase Agreement or the first
offering of the Bonds, whichever first occurs, copies of the Preliminary Official Statement
relating to the Bonds (the "Preliminary Official Statement"). Such Preliminary Official
Statement is the:. official statement deemed final by the Authority for purposes of Rule 15c2-12
under the Securities Exchange Act of 1934, as amended (the "Rule") and approved for
distribution by resolution of the Authority. The Authority and the City shall have executed and
delivered to the Underwriter a certification to such effect in the form attached hereto as
Appendix B., ..,
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Within 7 business days from the date hereof, the Authority shall deliver to the
Underwriter a.final Official: Statement, executed on behalf of the Authority by an authorized
representative of the Authority and .dated the date hereof, which shall include information
permitted to be omitted by paragraph.(b)(1) of•the Rule and with such other amendments or
supplements as shall have been approved by the Authority and the Underwriter.
The City will undertake, pursuant to a continuing disclosure certificate (the "Continuing
Disclosure Certificate"), to provide certain annual financial information and notices of the
occurrence of certain events. A description of. this undertaking is set forth in the Preliminary
Official Statement and will also be set forth in the final Official Statement.
Section 5. The Closing. At 8:00 a.m., California time, on , 2011, or at
such other time or on such earlier or later business day as shall have been mutually agreed
upon by the Authority, the City and the Underwriter, the Authority will deliver (i) the Bonds in
definitive form to the Underwriter at The Depository Trust Company in New York, New York, or
such other location as may be specified by the Underwriter, with CUSIP identification numbers
printed thereon, in fully registered form and registered in the name of Cede & Co., and (ii) the
closing documents hereinafter mentioned at the offices of Best Best & Krieger LLP, San Diego,
California or another place to be mutually agreed upon by the Authority, the City and the
Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds
as set forth in Section 1 hereof by federal funds wire payable to the order of the Trustee on
behalf of the Authority. This payment and delivery, together with the delivery of the
aforementioned documents, is herein called the "Closing." The Bonds will be delivered in such
denominations and deposited in the account or accounts specified by the Underwriter pursuant
to written notice not later than five business days prior to Closing. The Bonds will be made
available to The Depository Trust Company for inspection not less than 24 hours prior to the
Closing.
Section 6. Representations, Warranties and Covenants. The Authority represents,
warrants and covenants to the Underwriter that:
(a) Due Orgahization. Existence and Authority. The Authority is a joint powers
authority duly organized and existing under the laws of the State of California, with full
right, power and authority to execute, deliver and perform its obligations under this
Purchase Agreement, the Indenture and the Special Tax Refunding Bond Purchase
Agreement (together, the "Authority Documents") and to carry out and consummate
the transactions contemplated by the Authority Documents and the Official Statement.
(b) Due Authorization and Aooroval. By all necessary official action of the
Authority, the Authority has duly authorized and approved the execution and delivery of,
and the performance by the Authority of the obligations contained in, the Authority
Documents, and as of the date hereof, such authorizations and approvals are in full
force and effect and have not been amended, modified or rescinded. When executed
,.and delivered, the Authority Documents will constitute the legally valid and binding
obligations of the Authority enforceable in accordance with their respective terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable:principles relating to or affecting creditors' rights
generally. The Authority has complied, and will at the Closing be in compliance in all
respects, with the terms of the Authority Documents.
(c) Official Statement Accurate and Complete. The Preliminary Official
Statement was as of its date, and the final Official Statement is, and at all times
P444
subsequent to the date of the final Official Statement up to and including the Closing will
be, true and correct in all material respects, and the Preliminary Official Statement and
the final Official Statement contain; and up to and including the Closing will contain, no
misstatement of any material fact and do not, and up to and including the Closing will
not, omit any statement necessary to make the statements contained therein, in the light
of the circumstances in which such statements were made, not misleading.
(d) Underwriter's Consent to Amendments and Supplements to Official
Statement. The Authority will advise the Underwriter promptly of any proposal to amend
or supplement the Official Statement and will not effect or consent to any such
amendment or supplement without the consent of the Underwriter, which consent will
not be unreasonably withheld. The Authority will advise the Underwriter promptly of the
institution of any proceedings known to it by any governmental authority prohibiting or
otherwise affecting the use of the Official Statement in connection with the offering, sale
or distribution of the Bonds..
If, at any time prior to the date twenty-five (25) days following the later of the
Closing or the date the Underwriter no longer retains, directly or as a member of an
underwriting syndicate, an unsold balance of the Bonds for sale to the public, which date
shall be provided to the Authority by written notice of the Undervvriter (the "End of the
Underwriting Period"), any event of which the Authority has knowledge shall occur
which might or would cause the Official Statement to contain an untrue statement of a
material fact or to omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, the Authority will promptly notify the Underwriter in
writing of the circumstances and details of such event. If, as a result of such event or
any other event, it is necessary, in the opinion of the Underwriter, the Authority or their
respective counsel, to amend or supplement the Official Statement in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the Authority will forthwith cooperate with the Underwriter in the prompt
preparation and furnishing to the Underwriter of a reasonable number of copies of an
amendment of or a supplement to the Official Statement, in form and substance
reasonably satisfactory to the Underwriter, which will so amend or supplement the
Official Statement so that, as amended or supplemented, it will not contain any untrue
statement of a material fact or omit to state any material fact necessary_to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.
(e) No Breach or Default. As of the time of acceptance hereof and as of the
time of the Closing, except. as otherwise disclosed in the Official Statement, the
Authority is not and will not be :in breach of or in default under any applicable
constitutional provision, law or administrative rule or regulation of the State of California
or .the United States, or any applicable judgment or decree or any Indenture, loan
agreement, bond, note, .resolution, ordinance, agreement or other instrument to which
the Authority is a party or _is otherwise subject, and no event has occurred and is
continuing which, •with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such instrument; and, as of such times,
except as disclosed in the Official Statement, the authorization, execution and delivery
of .the Authority Documents and compliance with the provisions of each of such
agreements or instruments do not and will not conflict with or constitute a breach of or
default: under any. applicable constitutional provision, law or administrative rule or
regulation of.the State of California or the United States, or any applicable judgment,
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P445
decree, license, permit, indenture; loan agreement, bond, note, resolution, ordinance,
agreement or other instrument to_which the Authority (or any of its officers in their
respective capacities as such) is subject, or by which it or any of its properties is bound,
nor will any such authorization, execution, delivery or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of its assets or properties or under the terms of any such law,
regulation or instrument, except as may be provided by the Authority Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing, except
as disclosed • in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government authority, public
board or body, pending or threatened (i) in any way questioning the corporate existence
of the Authority or the titles of the officers of the Authority to their respective offices; (ii)
affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of
any of the Bonds, or the payment or collection of any amounts pledged or to be pledged
to pay the principal of and interest on the Bonds, or in any way contesting or affecting
the validity of the Bonds or the Authority Documents or the consummation of the
transactions contemplated thereby, or contesting the exclusion of the interest on the
Bonds from taxation or contesting the powers of the Authority and its authority to pledge
the revenues securing the Bonds;. (iii) which may result in any material adverse change
relating to the Authority; or (iv) contesting the completeness or accuracy of the
Preliminary Official Statement or the final Official Statement or any supplement or
amendment thereto or asserting that the Preliminary Official Statement or the final
Official Statement contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading,
and there is no basis for any action, suit, proceeding, inquiry or investigation of the
nature described in clauses (i) through (iv) of this sentence.
(g) Valid Pledge. The Indenture creates a valid pledge of, and first lien upon
the Revenues deposited in certain funds and accounts established pursuant to the
Indenture, subject in all cases to the provisions of the Indenture permitting the
application thereof for the purposes and on the terms and conditions set forth therein.
(h) Arm's Length Transaction. The Authority acknowledges and agrees that (i)
the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm's-
length commercial transaction between the Authority and the Underwriter, (ii) in
connection with such transaction the Underwriter has not assumed a fiduciary
responsibility,in favor of the Authority with respect to (x) the offering of the Bonds or the
process leading thereto (whether or not the Underwriter has advised or is currently
advising ~ the, Authority on other matters) or (y) any other obligation to the Authority
except the obligations expressly set forth herein, and (iii) the Authority has consulted
with its own legal and other professional advisors to the extent it deemed appropriate in
connection with the offering of the Bonds.
(i) Authority Representations. Any certificate signed by an official of the
,Authority authorized to execute such certificate and delivered to the Underwriter in
connection with the transactions contemplated by the Authority Documents shall be
deemed'a representation and warranty. by the Authority to the Underwriter as to the truth
of the statements therein contained.
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Section 7. Closing Conditions. The Underwriter has entered into this Purchase
Agreement -in reliance upon the representations, warranties and covenants herein and the
performance by the Authority of its obligations hereunder, both as of the date hereof and as of
the date of the Closing. 'The Underwriter's obligations under this Purchase Agreement to
purchase and pay for the Bonds shall be subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and
covenants of the Authority contained herein shall be true, complete and correct at the
date hereof and at the time of the Closing, as if made on the date of the Closing.
(b) Executed Agreements and'Performance Thereunder. At the time of the
Closing (i) the Authority Documents shall be in full force and effect, and shall not have
been amended, modified or supplemented except with the written consent of the
Underwriter and (ii) there shall be in full force and effect such resolutions as, in the
opinion of Bond Counsel, -shall be .necessary in connection with the transactions
contemplated by this Purchase Agreement, the Official Statement and the Authority
Documents.
(c) Issuance and Purchase of Soecial Tax Refunding Bonds. Concurrent with
the issuance of the Bonds and the purchase thereof by the Underwriter in accordance
with this Purchase Agreement, the City shall have issued the Special Tax Refunding
Bonds and delivered the Special Tax Refunding Bonds to the Authority under and in
accordance with the Special Tax Refunding Bond Purchase Agreement, and all
conditions set forth in the Special Tax Refunding Bond Purchase Agreement to the
issuance and delivery of the Special Tax Refunding Bonds shall have been satisfied.
Any certificate signed by an official of the City under and in accordance with the Special
Tax Refunding Bond Purchase Agreement shall be deemed a representation and
warranty by the City to the Underwriter as to the truth of the statements therein
contained.
(d) Closing Documents. At or prior to the Closing, the Underwriter shall receive
each of the documents identified in Section 8.
Section 8. Closing Documents. In addition to the other conditions to the
Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds, at
or before the Closing the Underwriter shall receive each of the following documents, provided
that the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof
shallbe conclusive evidence that the requirements of this Section 8 shall have been satisfied or
waived by the Underwriter.
(a) 'Bond Opinion. An approving opinion of Best Best 8 Krieger LLP, San
' Diego, California ("Bond Counsel") dated the date of the Closing and substantially in
the form appended to the Official Statement, together with a letter from such counsel,
dated the date of the Closing and addressed to the Underwriter, to the effect that the
foregoing opinion addressed to the Authority may be relied upon by the Underwriter to
the same extent as if such opinion were addressed to them.
(b) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel
addressed to the Underwriter, in form and substance acceptable to the Underwriter, and
dated the date of the Closing substantially to the following effect:
P447
(i) This Purchase Agreement and the Indenture have been duly
authorized, executed and delivered by the Authority and constitute the valid,
legal and binding agreements of the Authority, enforceable in accordance with
theft respective terms.
(ii) The statements contained in the Official Statement (including the
cover page and the Appendices), insofar as such statements purport to
summarize certain provisions of the Bonds, the Indenture or federal tax law,
accurately summarize the information presented therein; provided that Bond
Counsel need not express any opinion with respect to any financial or statistical
informatiomcontained therein.
(iii) The Bonds are exempt from registration under the Securities Act of
1933, as amended, and the Indenture is exempt from qualification pursuant to
the Trust Indenture Act. of 1939, as amended.
(c) Authority Counsel Opinion. An opinion of Counsel to the Authority, dated
the date of the Closing and addressed to the Undervvriter, in form and substance
acceptable to Bond Counsel substantially to the following effect:
(i) The Authority is a joint powers authority duly organized and validly
existing under the laws of the State of California.
(ii) The Bond Resolution has been duly adopted, is in full force and
effect and has not been modified. amended or rescinded.
(iii) Without conducting an independent investigation, except as
otherwise disclosed in the Official Statement and to the best knowledge of such
counsel after due inquiry, there is no litigation, proceeding, action, suit, or
investigation at law or in equity before or by any court, governmental authority or
body, pending or threatened against the Authority, challenging the creation,
organization or existence of the Authority, or the validity of the Authority
Documents or seeking to restrain or enjoin the repayment of the Bonds or in any
way contesting or affecting the validity of the Authority Documents or contesting
the authority of the Authority to enter into or perform its obligations under any of
the ,Authority Documents, or under which a determination adverse to the
Authority would have a material adverse effect upon the financial condition or the
revenues of the Authority,. or which, in any manner, questions the right of the
Authority to pledge the Revenues to the payment of the Bonds.
(d) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the
date~of the Closing, addressed to the Underwriter, to the effect that:
-: (i) The Trustee is a national banking association, duly organized and
validly existing under the laws of the United States of America, having full power
to enter into, accept and administer the trust created under the Indenture.
(ii). The Indenture has been duly authorized, executed and delivered by
the Trustee and constitutes the legal, valid and binding obligation of the Trustee
. enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other laws affecting the enforcement of
P448
creditors' rights generally and by the application of equitable principles, if
equitable remedies are sought.
(e) Authority Certificate. A certificate of the Authority, dated the date of the
Closing, signed on behalf of the Authority by the Executive Director, Treasurer or other
duly authorized officer of the Authority to the effect that:
(i) The representations, warranties and covenants of the Authority
contained herein are true and correct in all material respects on and as of the
date of the Closing as if made on the date of the Closing and the Authority has
complied with all of the terms and conditions of this Purchase Agreement
required to be complied with by the Authority at or prior to the date of the
Closing.
(ii) No event affecting the Authority has occurred since the -date of the
Official Statement which has not been disclosed therein or in any supplement or
amendment thereto which event should be disclosed in the Official Statement in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(iii) Except as otherwise disclosed in the Official Statement and to the
best knowledge of such signing officer without conducting an independent
investigation, there is no litigation, proceeding, action, suit, or investigation at law
or in equity before or by any court, governmental authority or body, pending or
threatened against the Authority, challenging the creation, organization or
existence of the Authority, or the validity of the Authority Documents or seeking
to restrain or enjoin the repayment of the Bonds or in any way contesting or
affecting the validity of the Authority Documents or contesting the authority of the
Authority to enter into or perform its obligations under any of the Authority
Documents, or under which a determination adverse to the Authority would have
a material adverse effect upon the financial condition or the revenues of the
Authority, or which, in any manner, questions the right of the Authority to pledge
the Revenues to the payment of the Bonds.
(f) Trustee's Certificate. A certificate of the Trustee, dated the date of Closing,
in form and substance acceptable to counsel for the Underwriter, to the following effect:
(i) The Trustee is duly organized and existing as a national banking
associatiori in good standing under the laws of the United States of America,
having the full power and authority to enter into and perform its duties under the
Indenture.
(ii) The Trustee is duly authorized to enter into the Indenture.
(iii) To its best knowledge after due inquiry, there is no action, suit,
proceeding or investigation, at law or in equity, before or by any court or
governmental district, public board or body pending against the Trustee or
threatened against the Trustee which in the reasonable judgment of the Trustee
would affect the existence of the Trustee or in any way contesting or affecting
the validity or enforceability of the Indenture or contesting the powers of the
Trustee or its authority to enter into and perform its obligation under the
Indenture.
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P449
(g) Disclosure Counsel Letter. A letter of Jones Hall, A Professional Law
Corporation ("Disclosure Counsel"), dated the Closing Date, and addressed to the
Authority, the City and the Underwriter, to the effect that:
• (i) during the course of serving as Disclosure Counsel to the Authority
and the City in connection with the .execution and delivery of the Bonds and
without :having undertaken to determine independently or assuming any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Official Statement, no information came to the attention of the
attorneys in such firm rendering legal services in connection with the issuance of
the Bonds that would lead them to believe that the Official Statement (excluding
therefrom the financial statements, any financial or statistical data, or forecasts,
charts, numbers, estimates, projections, assumptions or expressions of opinion
included in the. Official Statement, information regarding DTC, and the
appendices to the Official Statement as to which no opinion need be expressed),
as of the date thereof or the Closing Date, contains any untrue statement of a
material fact or omits to. state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
(ii) the Bonds are exempt from registration pursuant to the Securities
Act of 1933, as amended;
(h) Original Executed Documents. An original executed copy of each of the
Authority Documents.
(i) Underwriter's Counsel Letter. A letter of Stradling Yocca Carlson & Rauth, a
Professional Corporation ("Underwriter's Counsel"), dated the Closing Date, and
addressed to the Underwriter, in form and substance acceptable to the Underwriter.
Q) Property Owner Certificate. A certificate executed by any property owner
providing information for the Official Statement, in substantially the form and substance
of Appendix C.
(j) Additional Documents. Such additional certificates, instruments and other
documents as Bond Counsel, Underwriter's Counsel, the Authority or the Undenwriter
may reasonably deem necessary.
If the Authority or the City shall. be unable to satisfy the conditions contained in this
Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason
permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither
the Underwriter nor the Authority shall be under further obligation hereunder, except as further
set forth in Section 10.
Section 9. Termination Events. The Underwriter shall have the right to terminate this
Purchase Agreement, without liability therefor, by notification to the Authority if at any time
between the date hereof and prior to the Closing:
.~ (a) any event shall occur which causes any statement contained in the Official
Statement to be materially misleading or results in a failure of the Official Statement to
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P450
state a material fact necessary to make the statements in the Official Statement, in the
light of the circumstances urider which they were made, not misleading; or
(b) the marketability of the Bonds or the market price thereof, in the opinion of
the Underwriter, has been materially adversely affected by an amendment to the
Constitution •of the United States 'or by any legislation in or by the Congress of the
United States or by the State, or the amendment of legislation pending as of the date of
this Purchase Agreement in the Congress of the United States, or the recommendation
to Congress or endorsement for passage (by press release, other form of notice or
otherwise) of legislation by the President of the United States, the Treasury Department
of the United States, the Internal Revenue Service or the Chairman or ranking minority
member of the Committee on Finance of the United States Senate or the Committee on
Ways and Means of the United States House of Representatives, or the proposal for
consideration of legislatiorn by either such Committee or by any member thereof, or the
presentment of legislation for consideration as an option by either such Committee, or
• by the staff of'the Joint Committee on Taxation of the Congress of the United States, or
the favorable reporting for passage of legislation to either House of the Congress of the
United States by a Committee of such House to which such legislation has been
referred for consideration, or any decision of any Federal or State court or any ruling or
regulatioh (final, temporary or proposed) or official statement on behalf of the United
States Treasury Department, the Internal Revenue ,Service or other federal or State
authority materially adversely affecting the federal or State tax status of the Authority, or
the interest on bonds or notes or obligations of the general character of the Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be
enacted by any governmental body, department or authority of the State, or a decision
by any court of competent jurisdiction within the State or any court of the United States
shall be rendered which, in the reasonable opinion of the Underwriter, materially
adversely affects the market price of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or a
decision by a court of the United States shall be rendered, or a stop order, ruling,
regulation or official statement by, or on behalf of, the Securities and Exchange
Commission or any other governmental district having jurisdiction of the subject matter
shall be issued or made to the effect that the issuance, offering or sale of obligations of
the general character of the Bonds, or the issuance, offering or sale of the Bonds,
including all underlying obligations; as contemplated hereby or by the Official Statement,
is in violation or would be in violation of, or that obligations of the general character of
the Bonds, or the Bonds, are not exempt from registration under, any provision of the.
federal securities laws, including the Securities Act of 1933, as amended and as then in
effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939,
as amended and as then in effect; or
(e) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by
any national securities exchange which restrictions materially adversely affect the
Underwriter's ability to trade the Bonds, or
(f) a general banking moratorium shall have been established by federal or
California authorities; or
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(g) the United States has become engaged in hostilities which have resulted in
a declaration of war or a national emergency or there has occurred any other outbreak
of hostilities or a national or international calamity or crisis, or there has occurred any
escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of
which on the financial markets of the United States being such as, in the reasonable
opinion of the Underwriter, would affect materially and adversely the ability of the
Underwriter to market the Bonds; or
(h) the commencement of any action, suit or proceeding described in Section
6(f) with respect to either the Authority or the City which, in the judgment of the
Underwriter, materially adversely affects the market price of the Bonds; or
(i) there shall be in force a general suspension of trading on the New York
Stock Exchange.
Section 10.- Expenses. The Undewriter shall be under no obligation to pay and the
Authority or the City shall pay or cause to be paid the expenses incident to the performance of
the obligations of the Authority hereunder including but not limited to (a) the costs of the
preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of
the Authority Documents and the cost of preparing, printing, issuing and delivering the definitive
Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other
experts or consultants retained by the Authority and the City; (c) the fees and disbursements of
Bond Counsel and Disclosure Counsel; and (d) the cost of printing of the Preliminary Official
Statement and any supplements and amendments thereto and the cost of printing of the Official
Statement, including the requisite number of copies thereof for distribution by the Underwriter.
The Underwriter shall pay and the Authority and the City shall be under no obligation to
pay all expenses incurred by it in connection with the public offering and distribution of the
Bonds, including but not limited to (a) reporting fees chargeable by the California Debt and
Investment Advisory Commission, (b) Underwriter Counsel's fee and expenses, and (c) CUSIP
Service Bureau fees. ,
Section 11. Notice. Any notice or other communication to be given to the Authority
under this Purchase Agreement may be given by delivering the same in writing to such entity at
the address set forth above. Any notice or other communication to be given to the Underwriter
under this Purchase Agreement may be given by delivering the same in writing to: Stifel,
Nicolaus & Company, Incorporated dba Stone 8 Youngberg a Division of Stifel Nicolaus, One
Ferry Building, San Francisco, California 94111,'Attention: Mr. Jim Cervantes.
Section 12: Entire Agreement. This Purchase Agreement, when accepted by the
Authority, shall constitute the entire agreement between the Authority and the Underwriter and
is made solely for the benefit of the Authority and the Underwriter (including the successors or
assigns of any Undewriter). No other person shall acquire or have any right hereunder by
virtue hereof, except as provided herein. All the Authority's representations, warranties and
agreements in this Purchase Agreement shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Underwriter.
Section 73. Counterparts. This Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the same instrument.
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Section 14. Severability: In case any one or more of the provisions contained herein
shall for any "reason be held to be invalid; illegal'or unenforceable in any respect, such invalidity,
illegality or unenforceability shall hot'affect any other provision hereof.
Section 15. Governing Law. The validity, interpretation and performance of this
Purchase Agreement shall be governed by the1aws of the State of California.
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Section 16. No Assignment. The rights and obligations created by this Purchase
Agreement shall not be subject to assignment by the Underwriter or the Authority without the
prior written consent of the other parties hereto.
STONE & YOUNGBERG, A DIVISION OF
STIFEL NICOLAUS, as Underwriter
By:
Accepted as of the date first stated above:
RANCHO CUCAMONGA PUBLIC
FINANCE AUTHORITY
ACKNOWLEDGED AND AGREED TO:
CITY OF RANCHO CUCAMONGA
By:
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APPENDIX A
Maturity Schedule of Bonds
Principal
Payment
Date Principal Interest
(Sept. 1) Amount Rate Price Yield
A-1
P455
APPENDIX B
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
Special Tax Refunding Revenue Bonds,
Series 2011
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that they are duly appointed and acting
authorized officer of the City of Rancho Cucamonga (the "City") "and the Rancho Cucamonga
Public Finance Authority (the "Authority"), respectively, and as such are duly authorized to
execute and deliver this Certificate and .further hereby certify and reconfirm on behalf of the
Authority as follows:
(1) This Certificate is delivered in connection with the offering and sale of the
above-captioned bonds (the "Bonds") in order to enable the underwriter of the Bonds to
comply with Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934 (the "Rule').
(2) In connection with the offering and sale of the Bonds, there has been
prepared a Preliminary Official Statement (the "Preliminary Official Statement").
(3) As used herein, "Permitted Omissions" shall mean the offering price(s),
interest rate(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such
matters, all with respect to the Bonds.
(4) The Preliminary Official Statement is, except for the Permitted Omissions,
deemed final within the meaning of the Rule.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this
day of 2011.
RANCHO CUCAMONGA PUBLIC
FINANCE AUTHORITY
By
CITY OF RANCHO CUCAMONGA
By
B-1
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APPENDIX C
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
Special Tax Refunding Revenue Bonds,
Series 2011
CERTIFICATE OF (PROPERTY OWNERI
The undersigned (the "Property Owner"), in connection with the issuance, sale and
delivery by the Rancho Cucamonga Public Finance Authority (the "Issuer") of the bonds
captioned above (the "Bonds"), hereby certifies as follows as of the date hereof:
(1) The undersigned is duly authorized to execute this Certificate on behalf of
the Property Owner.
(2) This Certificate is delivered in connection with the offering and sale of the
bonds captioned above (the "Bonds").
(3) In connection with the offering and sale of the Bonds, the Issuer has
prepared a Preliminary Official Statement and a final Official Statement, which set forth
certain information concerning, among other things, Community Facilities District No.
within which the Property Owner owns certain property.
(4) The Property Owner has provided the Issuer with information about the
Property Owner for inclusion in the Preliminary Official Statement and the final Official
Statement (the "Property Owner Information"), which Property Owner Information is
attached hereto as Attachment 1, and the Property Owner Information contains no
untrue statement of a material fact and does not omit any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they
were made, not misleading.
Dated: , 2012
[PROPERTY OWNER]
By:
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ATTACHMENT?
[to come when completed]
C-3
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SPECIAL TAX REFUNDING BONDS PURCHASE CONTRACT
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 2000-01
(SOUTH ETIWANDA)
SPECIAL TAX REFUNDING BONDS, SERIES 2011
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 2000-02
(RANCHO CUCAMONGA CORPORATE PARK)
SPECIAL TAX REFUNDING BONDS, SERIES 2011
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.2001-01
IMPROVEMENT AREA NO. 1 AND IMPROVEMENT AREA NO. 2
SPECIAL TAX REFUNDING BONDS, SERIES 2011
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 2001-01
IMPROVEMENT AREA NO. 3 SPECIAL TAX REFUNDING BONDS, SERIES 2011
60285.00017\7021940.1
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This SPECIAL TAX REFUNDING BONDS PURCHASE CONTRACT (this "Purchase
Contract"), dated as of November .2011, is among the RANCHO CUCAMONGA PUBLIC
FINANCE AUTHORITY, a joint exercise of powers authority organized and existing under and
by virtue of the laws of the State of California (the "Authority"), CITY OF RANCHO
CUCAMONGA (the "City") and CITY OF RANCHO CUCAMONGA COMMUNITY
FACILITIES DISTRICT NO. 2000-01 (SOUTH ETIWANDA) ("CFD No. 2000-01"), CITY
OF RANCHO CUCAMONGA COMMUNITY FACILITIES DISTRICT NO. 2000-02
(RANCHO CUCAMONGA CORPORATE PARK) ("CFD No. 2000-02") and CITY OF
RANCHO CUCAMONGA COMMUNITY FACILITIES DISTRICT NO. 2001-01 ("CFD No.
2001-01," together with CFD No. 2000-01 and CFD No. 2000-02, the "CFDs" or "Community
Facilities Districts," or individually, each a "CFD")
RECITALS:
WHEREAS, the Rancho Cucamonga Public Finance Authority (the "Authority") is a
public agency organized under the Joint Exercise of Powers Law of the State of California and is
authorized pursuant to said law and the Joint Exercise of Powers Agreement, dated April 22,
1999 (the "Agreement"), by and between the City of Rancho Cucamonga (the "City") and
Rancho Cucamonga Redevelopment Agency (the "Agency") and the Rancho Cucamonga Fire
Protection District creating the Authority to assist in financing or refinancing Public Capital
Improvements (as such term is defined in the Agreement) for any Local Agency (as defined in
the Agreement) which includes a community facilities district formed by the City and to acquire
bonds of a Local Agency;
WHEREAS, the City Council has established the CFDs and acts as the legislative body
of each of the CFDs;
WHEREAS, in order to refund certain special tax bonds previously issued for the
Community Facilities Districts or certain improvement areas within certain of the Community
Facilities Districts;
A. CFD No. 2000-01 expects to issue its $ City of Rancho Cucamonga
Community Facilities District No. 2000-O1 (South Etiwanda) Special Tax Refunding Bonds,
Series 2011 (the "CFD No. 2000-01 Refunding Bonds"), on , 201_, pursuant to a
Fiscal Agent Agreement, dated as of November 1, 201 I (the "CFD No. 2000-O1 Fiscal Agent
Agreement"), by and between CFD No. 2000-O1 and Wells Fargo Bank, N.A., as fiscal agent
(the "Fiscal Agent");
B. CFD No. 2000-02 expects to issue its $ City of Rancho Cucamonga
Community Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax
Refunding Bonds, Series 2011 (the "CFD No. 2000-02 Refunding Bonds"), on ,
201_, pursuant to a Fiscal Agent Agreement, dated as of November 1, 2011 (the "CFD No.
2000-02 Fiscal Agent Agreement"), by and between CFD No. 2000-O1 and the Fiscal Agent;
C. CFD No. 2001-O1 expects to issue its $ City of Rancho Cucamonga
Community Facilities District No. 2001-O1 Improvement Area No. 1 and Improvement Area No.
60285.00017\7021440.1
P460
2 Special Tax Refunding Bonds, Series 2011 (the "CFD No. 2001-0] IA No. 1 and IA No. 2
Refunding Bonds"), on , 201_, pursuant to a Fiscal Agent Agreement, dated as of
November 1, 2011 (the "CFD No. 2001-01 IA No. 1 and IA No. 2 Fiscal Agent Agreement"), by
and between CFD No. 2001-01 and the Fiscal Agent; and
D. CFD No. 2001-01 expects to issue its $ City of Rancho Cucamonga
Community Facilities District No. 2001-01 Improvement Area No. 3 Special Tax Refunding
Bonds, Series 2011 (the "CFD No. 2001-01 IA No. 3 Refunding Bonds"), on , 201_,
pursuant to a Fiscal Agent Agreement, dated as of November 1, 2011 (the "CFD No. 2001-01 IA
No. 3 Fiscal Agent Agreement" and, together with the CFD No. 2000-O1 Fiscal Agent
Agreement, the CFD No. 2000-02 Fiscal Agent Agreement and the CFD No. 2001-O1 IA No. 1
and IA No. 2 Fiscal Agent Agreement, the "Fiscal Agent Agreements" or individually, each a
"Fiscal Agent Agreement") by and between CFD No. 2001-O1 and the Fiscal Agent; and
WHEREAS, the Authority has authorized the issuance of its $ Rancho
Cucamonga Public Finance Authority 2011 Special Tax Refunding Revenue Bonds (the
"Revenue Bonds"), under an Indenture of Trust, dated as of November 1, 2011 (the "Authority
Indenture"), by and between the Authority and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), and under the Bond Law, for the purpose, inter alia, of providing the funds required
to acquire the 2011 Refunding Bonds; and
WHEREAS, the Authority, the City and the CFDs desire to enter into this Purchase
Contract providing for the sale of the 2011 Refunding Bonds by the CFDs to the Authority and
containing the other agreements herein set forth.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and
for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Authority, the City and the CFDs agree as follows:
1. Upon the terms and conditions and upon the basis of the representations,
warranties and agreements hereinafter set forth, the CFDs each hereby commit to sell to the
Authority and do hereby sell to the Authority, and the Authority hereby commits to purchase
from the CFDs and does hereby purchase from the CFDs with a portion of the proceeds of the
Revenue Bonds, all of the 2011 Refunding Bonds. The 2011 Refunding Bonds will bear the
annual interest rates and mature at the times set forth in Exhibit A attached hereto and hereby
made a part hereof. The purchase price of the 2011 Refunding Bonds shall be as set forth in
Exhibit A.
2. All terms not herein defined shall have the meanings given such terms in the
Authority Indenture.
3. Each CFD confirms that there are no substantial conditions precedent to the
issuance by such CFD or to the sale (as provided herein) and the delivery to the Authority of
such CFD's Series of 2011 Refunding Bonds that have not been satisfied.
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4. The parties hereto hereby specify _, 201_, as the date of closing of
the purchase of the 2011 Refunding Bonds hereunder (the "Closing Date"). The 2011 Refunding
Bonds shall be registered in the name of the Trustee, as assignee of the Authority. On the
Closing Date:
(a) CFD No. 2000-01 shall issue and deliver the CFD No. 2000-01 Refunding
Bonds to the Trustee upon payment by the Trustee of the purchase price thereof in the net
amount of $ (being the par amount of $ less the Authority's
discount of $ ),
(b) CFD No. 2000-01 shall issue and deliver the CFD No. 2000-01 Refunding
Bonds to the Trustee upon payment by the Trustee of the purchase price thereof in the net
amount of $ (being the par amount of $ less the Authority's
discount of $ ),
(c) CFD No. 2001-01 shall issue and deliver the CFD No. 2001-01 IA No. 1 and
IA No. 2 Refunding Bonds to the Trustee upon payment by the Trustee of the purchase
price thereof in the net amount of $ (being the par amount of $
less the Authority's discount of $ ); and
(d) CFD No. 2001-01 shall issue and deliver the CFD No. 2001-01 IA No. 3
Refunding Bonds to the Trustee upon payment by the Trustee of the purchase price
thereof in the net amount of $ (being the par amount of $ less
the Authority's discount of $ ).
The purchase price for each Series of the 2011 Refunding Bonds shall be paid from the proceeds
of sale of the Revenue Bonds and shall be paid by the Trustee from the Program Fund established
under the Authority Indenture.
5. Each Series of the 2011 Refunding Bonds shall be as described in the official
statement dated as of the date hereof relating to the Revenue Bonds (the "Official Statement"),
and shall be issued and secured under the provisions of the applicable CFD Fiscal Agent
Agreement. The CFD No. 2000-O1 Refunding Bonds and interest thereon will be payable from
Net Special Taxes (as such term is defined in the CFD No. 2000-01 Fiscal Agent Agreement)
levied in CFD No. 2000-O1, the CFD No. 2000-02 Refunding Bonds and interest thereon will be
payable from Net Special Taxes (as such term is defined in the CFD No. 2000-02 Fiscal Agent
Agreement) levied in CFD No. 2000-02, the CFD No. 2001-01 IA No. 1 and IA No. 2 Refunding
Bonds and interest thereon will be payable from Net Special Taxes (as such term is defined in
the CFD No. 2001-01 IA No. 1 and IA No. 2 Fiscal Agent Agreement) levied in Improvement
Area No. 1 and Improvement Area No. 2 of CFD No. 2001-01, and the CFD No. 2001-O1 IA No.
3 Refunding Bonds and interest thereon will be payable from Net Special Taxes (as such term is
defined in the CFD No. 2001-01 IA No. 3 Fiscal Agent Agreement) levied in Improvement Area
No. 3 of CFD No. 2001-01. Proceeds of the 2011 Refunding Bonds will be used to defease and
redeem the Prior Special Tax Bonds.
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60285.00017\ 7021440. ]
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6. Any action taken by the Authority under this Purchase Contract, including
payment for and acceptance of the 2011 Refunding Bonds, and delivery and execution of any
receipt for the 2011 Refunding Bonds and any other instruments in connection with the closing
on the Closing Date, shall be valid and sufficient for all purposes and binding upon the
Authority, provided that any such action shall not impose any obligation or liability upon the
Authority other than as may arise as expressly set forth in this Purchase Contract.
7. It is a condition to sale and delivery of each Series of the 2011 Refunding Bonds
to the Authority, and to the Authority's purchase of such Series of the 2011 Refunding Bonds
and the obligations of the Authority to accept delivery of and to pay for such Series of the 2011
Refunding Bonds, that the entire initial aggregate principal amount of such Series of the 2011
Refunding Bonds shall be delivered by the CFD issuing such Series of the 2011 Refunding
Bonds, and accepted and paid for by the Authority, on the Closing Date.
8. As material inducement and consideration to the Authority for its purchase of
each Series of the 2011 Refunding Bonds, the City, as the owner of that certain real property
located within Improvement Area No. 3 of CFD No. 2001-01 identified as Assessor's Parcel No.
229-021-80 (the "City Parcel"), covenants and agrees that the City shall prepay the Special Tax
Obligation (as such term is defined in the Rate and Method of Apportionment of Special Tax for
Improvement Area No. 3 (the "Improvement Area No. 3 Rate and Method") attached as Exhibit
B to the Notice of Special Tax Lien recorded in the Official Records, County of San Bernardino
on July 28, 2001 as Document No. 20010252901) prior to transferring fee title to the City Parcel
to any person or entity that would be exempt from the levy of the Special Tax (as such term is
defined in the Improvement Area No. 3 Rate and Method) as a matter of law or pursuant to the
Improvement Area No. 3 Rate and Method.
9. As further material inducement and consideration to the Authority for its purchase
of each Series of the 2011 Refunding Bonds and to the City for its agreement set forth in Section
8 above, the CFDs, and each of them, acknowledge, covenant and agree as follows:
(a) Pursuant to the provisions of each of the Fiscal Agent Agreement, Special
Tax Revenues (as defined in each Fiscal Agent Agreement) are to be allocated to pay
Administrative Expenses (as defined in each Fiscal Agent Agreement). If there aze
insufficient funds on deposit in the Administrative Expense Fund established pursuant to
a Fiscal Agent Agreement for a Series of Special Tax Refunding Bonds in any Fiscal
Year to pay the Administrative Expenses due and payable during such Fiscal Year, the
applicable CFD may request the City to advance the payment of such Administrative
Expenses, subject to repayment by such CFD as provided for in paragraph (b) below.
The determination to advance the payment of such Administrative Expenses shall lie with
the sole discretion of the City.
(b) In event that the City advances the payment of Administrative Expenses
pursuant to paragraph (a) above, the applicable CFD shall cause the City to be repaid
from the first funds thereafrer deposited into the Administrative Expense Fund pursuant
to the applicable Fiscal Agent Agreement. Each CFD agrees, in the event of any advance
by the City pursuant to paragraph (a) above, to budget the collection and distribution of
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the applicable Special Taxes in the Fiscal Year following such advance in an amount
sufficient to pay all budgeted Administrative Expenses for such Fiscal Year, including
the repayment of such advance by the City, to the extent it is legally entitled to do so.
(c) The CFDs acknowledge that the Authority has no ongoing source of
revenue for payment and satisfaction of future Authority Administrative Expenses. In
order to provide for the payment of Authority Administrative Expenses, each of the
CFDs agrees to pay or contribute, as and when needed, an amount equal to the
Proportionate Share applicable to each Series of Special Tax Refunding Bonds to pay
Authority Administrative Expenses. Each CFD agrees to include an amount estimated to
be sufficient to pay its Proportionate Share of Authority Administrative Expenses in its
annual budget of Administrative Expenses for the applicable Series of Special Tax
Refunding Bonds.
The obligation of each CFD to pay the amounts set forth in this Section 9 shall terminate
upon the final maturity or defeasance of the applicable Series of the Special Tax Refunding
Bonds.
10. Each of the CFDs hereby authorizes the use of information provided by it for use
in the Official Statement in connection with the public offering and sale of the Revenue Bonds.
11. Each CFD represents and warrants to the Authority that:
(a) Such CFD is a community facilities district, duly organized and existing
under the Government Code of the State of California, and has, and on the Closing Date
will have, full legal right, power and authority (i) to enter into this Purchase Contract and
the Fiscal Agent Agreement by and between such CFD and the Fiscal Agent, (ii) to adopt
the resolution authorizing the issuance of the applicable Series of the 2011 Refunding
Bonds (the "2011 Refunding Bonds Resolution of Issuance"), (iii) to execute an Escrow
Agreement, by and between such CFD and Wells Fargo Bank, N.A., as Escrow Agent,
with respect to each series of CFD Special Tax Bonds (each, an "Escrow Agreement"),
(iv) to issue, sell and deliver such Series of the 2011 Refunding Bonds to the Authority as
provided herein, and (v) to carry out and consummate the transactions on its part
contemplated by this Purchase Contract, such Fiscal Agent Agreement, such 2011
Refunding Bonds Resolution of Issuance and the Official Statement;
(b) Such CFD has complied, and will on the Closing Date be in compliance in
all respects, with such 2011 Refunding Bonds Resolution of Issuance and such Fiscal
Agent Agreement;
(c) By official action of such CFD prior to or concurrently with the
acceptance hereof, such CFD has duly adopted such 2011 Refunding Bonds Resolution
of Issuance, has duly authorized and approved the execution and delivery of, and the
performance by such CFD of the obligations on its part contained in, such Series of the
2011 Refunding Bonds, such Fiscal Agent Agreement and this Purchase Contract, and
5
607%5.00017\7021440.1
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has duly authorized and approved the consummation by it of all other transactions on its
part contemplated by the Official Statement;
(d) The execution and delivery of this Purchase Contract, such Fiscal Agent
Agreement and such Series of the 2011 Refunding Bonds, the adoption of such 2011
Refunding Bonds Resolution of Issuance and compliance by such CFD with the
provisions of each thereof, and the carrying out and consummation of the transactions on
the part of such CFD contemplated by the Official Statement, will not conflict with or
constitute a breach of or a default by such CFD under any applicable law or
administrative regulation of the State of California or the United States, or any applicable
judgment, decree, agreement or other instrument to which such CFD is a party or is
otherwise subject;
(e) To the knowledge of such CFD, at the time of such CFD's acceptance
hereof and at all times subsequent thereto up to and including the Closing Date, with
respect to information describing such CFD, such Fiscal Agent Agreement and the
proceedings related to such Series of the 2011 Refunding Bonds conducted by such CFD,
the Official Statement does not and will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;
(f) Except as described in the Official Statement, there is no action, suit,
proceeding or investigation before or by any court, public board or body pending with
respect to which such CFD has been served with process or, to the knowledge of such
CFD, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the
creation, organization, existence or powers of such CFD or the titles of its members and
officers to their respective offices, (ii) enjoin or restrain the issuance, sale and delivery of
such Series of the 2011 Refunding Bonds, the levy and receipt of the special taxes (the
"Special Taxes") which secure the repayment of such Series of the 2011 Refunding
Bonds, or the pledge thereof under such Fiscal Agent Agreement, (iii) in any way
question or affect any of the rights, powers, duties or obligations of such CFD with
respect to the moneys pledged or to be pledged to pay the principal of, premium, if any,
or interest. on such Series of the 2011 Refunding Bonds, (iv) in any way question or affect
any authority for the issuance of such Series of the 201 I Refunding Bonds, or the validity
or enforceability of such Series of the 2011 Refunding Bonds or such Fiscal Agent
Agreement, or (v) in any way question or affect this Purchase Contract or the transactions
contemplated by this Purchase Contract, the Official Statement, such 2011 Refunding
Bonds Resolution of Issuance or such Fiscal Agent Agreement or the other documents
referred to in the Official Statement;
(g) Each CFD will furnish such information, execute such instruments and
take such other action in cooperation with the Authority, as the Authority may reasonably
request, to qualify the Revenue Bonds for offer and sale under the Blue Sky or other
securities laws and regulations of such states and other jurisdictions of the United States
as the Authority may designate, and will assist, if necessary therefor, in the continuance
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of such qualifications in effect as long as required for the distribution of the Revenue
Bonds; provided, however, that no CFD shall be required to qualify as a foreign
corporation or to file any general consents to service of process under the laws of any
state;
(h) The issuance and sale of the 2011 Refunding Bonds is not subject to any
transfer or other documentary stamp taxes of the State of California or any political
subdivision thereof;
(i) Each CFD represents and warrants that it has never failed to comply with
a continuing disclosure undertaking pursuant to Rule 15c2-12 of the Securities and
Exchange Commission; and
(j) Any certificate signed by any official of any CFD authorized to do so and
delivered to the Authority under this Purchase Contract shall be deemed a representation
and warranty by such CFD to the Authority as to the statements made therein.
12. If between the date of this Purchase Contract and the date ninety (90) days after
the Closing Date an event occurs which is materially adverse to the purpose for which the
Official Statement is to be used which is not disclosed in the Official Statement, the CFD
affected by such event shall notify the Authority in writing of such fact.
13. At 8:00 n.t~t., Pacific Time, on the Closing Date, or at such other time or on such
other date as is mutually agreed by the CFDs and the Authority, the CFDs will deliver the 2011
Refunding Bonds to the Trustee in definitive form, duly executed, together with the other
documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Trustee
solely from moneys held in the Program Fund under the Authority Indenture will accept such
delivery and pay the purchase price of each Series of the 2011 Refunding Bonds as referenced in
pazagraph 1 hereof by wire transfer or other funds which aze good funds on the Closing Date
payable to the order of the Fiscal Agent for such Series of the 2011 Refunding Bonds. Delivery
and payment, as aforesaid, shall be made at such place as shall have been mutually agreed upon
by the CFDs, the Trustee and the Authority.
14. The Authority has entered. into this Purchase Contract in reliance upon the
representations, warranties and agreements of each of the CFDs contained herein and to be
contained in the documents and instruments to be delivered on the Closing Date, and upon the
performance by each of the CFDs of its obligations hereunder, both as of the date hereof and as
of the Closing Date. Accordingly, the Authority's obligations under this Purchase Contract to
purchase, to accept delivery of and to pay for any Series of the 2011 Refunding Bonds shall be
subject to the performance by the CFD issuing such Series of the 2011 Refunding Bonds of its
obligations to be performed hereunder and under such documents and instruments at or prior to
the Closing Date, and shall also be subject to the following conditions:
(a) The representations and warranties of each CFD contained herein shall be
true and correct on the date hereof and on and as of the Closing Date, as if made on the
Closing Date;
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(b) On the Closing Date the 2011 Refunding Bonds Resolution of Issuance
and each Fiscal Agent Agreement shall be in full force and effect, and shall not have been
amended, modified or supplemented, and the Official Statement shall not have been
amended, modified or supplemented, except in either case as may have been agreed to by
both the Authority and the Underwriter;
(c) As of the Closing Date, all official action of each CFD relating to the
applicable Series of the 2011 Refunding Bonds and the applicable Fiscal Agent
Agreement shall be in full force and effect, and there shall have been taken all such
actions as, in the opinion of Best Best & Krieger LLP ("Bond Counsel"), shall be
necessary or appropriate in connection therewith, with the issuance of the Revenue Bonds
and such Series of the 2011 Refunding Bonds, and with the transactions contemplated
hereby, all as described in the Official Statement;
(d) The Authority shall have the right to terminate the Authority's obligations
under this Purchase Contract to purchase, to accept delivery of and to pay for any Series
of the 2011 Refunding Bonds by notifying the applicable CFD of its election to do so if,
after the execution hereof and prior to the Closing: (i) either the marketability of the
Revenue Bonds or the market price of the Revenue Bonds, in the opinion of the
Authority, has been materially and adversely affected by any decision issued by a court
of the United States (including the United States Tax Court) or of the State of California,
by any ruling or regulation (final, temporary or proposed) issued by or on behalf of the
Department of the Treasury of the United States, the Internal Revenue Service, or other
governmental agency of the United States, or any governmental agency of the State of
California, or by a tentative decision with respect to legislation reached by a committee
of the House of Representatives or the Senate of the Congress of the United States, or by
legislation enacted by, pending in, or favorably reported to either the House of
Representatives or the Senate of the Congress of the United States or either house of the
Legislature of the State of California, or formally proposed to the Congress of the United
States by the President of the United States or to the Legislature of the State of California
by the Governor of the State of California in an executive communication, affecting the
tax status of the Authority or such CFD, their property or income, their bonds (including
the Revenue Bonds) or the interest thereon, or any tax exemption granted or authorized
by the Bond Law; (ii) the United States shall have become engaged in hostilities which
have resulted in a declaration of war or national emergency, or there shall have occurred
any other outbreak of hostilities, or a local, national or international calamity or crisis,
financial or otherwise, the effect of such outbreak, calamity or crisis being such as, in the
reasonable opinion of the Authority, would affect materially and adversely the ability of
the Authority to market the Revenue Bonds (it being agreed by the Authority that there is
no outbreak, calamity or crisis of such a character as of the date hereof); (iii) there shall
have occurred a general suspension of trading on the New York Stock Exchange or the
declaration of a general banking moratorium by the United States, New York State or
California State authorities; (iv) there shall have occurred a withdrawal or downgrading
of any rating assigned to any securities of such CFD by a national municipal bond rating
agency; (v) any federal or Califomia court, authority or regulatory body shall take action
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materially and adversely affecting the ability of a developer to proceed with the
development as contemplated by the Official Statement; or (vi) an event described in this
paragraph 14 hereof occurs which in the opinion of the Authority requires a supplement
or amendment to the Official Statement, and such supplement or amendment is not
agreed to by such CFD; and
(e) On or prior to the Closing Date, the Authority shall have received each of
the following documents as to each Series of the 2011 Refunding Bonds:
(1) An opinion, dated as of the Closing Date, of Bond Counsel,
approving, with customary qualifications, the validity of such Series of the 2011
Refunding Bonds and the applicable Fiscal Agent Agreement;
(2) A supplementary opinion, dated the date of the Closing and
addressed to the Authority, of Bond Counsel to the effect that this Purchase
Contract has been duly authorized, executed and delivered by, and, assuming due
authorization, execution and delivery by the Authority, constitutes a legal, valid
and binding agreement of the CFD issuing such Series of 2011 Refunding Bonds
enforceable in accordance with its terms, except as such enforceability may be
limited by the application of equitable principles if equitable remedies are sought,
and that the statements contained in the Official Statement under the heading
"SOURCES OF PAYMENT FOR THE SPECIAL TAX REFUNDING BONDS "
are accurate, insofaz as such statements purport to summarize certain provisions
of such Series of the 2011 Refunding Bonds, the 2011 Refunding Bonds
Resolution of Issuance or the applicable Fiscal Agent Agreement;
(3) A certificate dated the Closing Date, addressed to the Authority,
signed by an official acting for and on behalf of such CFD and having knowledge
of the facts to the effect that:
(i) The representations and warranties of such CFD contained
herein are true and correct in all material respects on and as of the Closing
Date as if made on the Closing Date;
(ii) Except as described in the Official Statement, there is no
action, suit, proceeding or investigation before or by any court, public
board or body pending with respect to which such CFD has been served
with process or known to be threatened, wherein an unfavorable decision,
ruling or finding would: (A) affect the creation, organization, existence or
powers of such CFD, or the titles of its members and officers to their
respective offices, (B) enjoin or restrain the issuance, sale and delivery of
such Series of the 2011 Refunding Bonds, the levy or collection of the
Special Taxes by such CFD or any other moneys or property pledged or to
be pledged under the applicable Fiscal Agent Agreement, or the pledge
thereof, (C) in any way question or affect any of the rights, powers, duties
or obligations of such CFD with respect to the moneys and assets pledged
9
60285.00017\7021440.]
P468
or to be pledged to pay the principal of, premium, if any, or interest on
such Series of the 2011 Refunding Bonds, (D) in any way question or
affect any authority for the issuance of such Series of the 2011 Refunding
Bonds, or the validity or enforceability of such Series of the 2011
Refunding Bonds, the applicable Fiscal Agent Agreement, the applicable
Escrow Agreement or the 2011 Refunding Bonds Resolution of Issuance,
or (E) in any way question or affect this Purchase Contract or the
transactions on the part of such CFD contemplated by this Purchase
Contract, the applicable Fiscal Agent Agreement, the 2011 Refunding
Bonds Resolution of Issuance, the applicable Escrow Agreement the
Official Statement or the documents referred to in the Official Statement;
(iii) Such CFD has complied with all agreements, covenants and
arrangements, and satisfied all conditions, on its part to be complied with
or satisfied under this Purchase Contract on or prior to the Closing Date;
and
(iv) To the best of its knowledge, no event affecting such CFD has
occurred since the date of the Official Statement which should be
disclosed in the Official Statement in order to make the statements therein
with respect to such CFD, such Series of 2011 Refunding Bonds or the
applicable Fiscal Agent Agreement not misleading in any respect;
(4) An opinion, dated the date of Closing and addressed to the
Authority, of Counsel to such CFD to the effect that, except as described in the
Official Statement, that to such counsel's knowledge, there is no action, suit,
proceeding or investigation before or by any court, public board or body pending
with respect to which such CFD has been served with process or known to be
threatened, wherein an unfavorable decision, ruling or finding would: (i) affect
the creation, organization, existence or powers of such CFD, or the titles of its
legislative body and officers to their respective offices; (ii) enjoin or restrain the
issuance, sale and delivery of the applicable Series of the 2011 Refunding Bonds,
the receipt of any other moneys or property pledged or to be pledged under the
applicable Fiscal Agent Agreement or the pledge thereof; (iii) in any way question
or affect any of the rights, powers, duties or obligations of such CFD with respect
to the moneys and assets pledged or to be pledged to pay the principal of,
premium, if any, or interest on the applicable Series of the 2011 Refunding
Bonds; (iv) in any way question or affect any authority for the issuance of the
applicable Series of the 2011 Refunding Bonds, or the validity or enforceability of
the applicable Series of the 2011 Refunding Bonds, the applicable Fiscal Agent
Agreement or the applicable Escrow Agreement; and (v) in any way question or
affect this Purchase Contract or the transactions on the part of such CFD
contemplated by this Purchase Contract, the applicable Fiscal Agent Agreement
and the Official Statement;
10
60285.00017\702144D.]
P469
(5) A verification report from Causey Demgen & Moore Inc. with
respect to the defeasance of the Prior Special Tax Bonds; and
(6) Such additional legal opinions, certificates, instruments and
documents as the Authority may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the Closing Date, of the CFD's
representations and warranties contained herein and of the statements and
information regarding such CFD, the Fiscal Agent Agreement and the Series of
the 2011 Refunding Bonds contained in the Official Statement; and
(7) Executed copies of the applicable Fiscal Agent Agreement and the
applicable Escrow Agreement and a certified copy of the 2011 Refunding Bonds
Resolution of Issuance.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the
provisions hereof if, but only if, they are in form and substance satisfactory to the Authority, but
the approval of the Authority shall not be unreasonably withheld. Receipt of, and payment for,
the 2011 Refunding Bonds shall constitute evidence of the satisfactory nature of such as to the
Authority. The performance of any and all obligations of the CFDs hereunder and the
performance of any and all conditions contained herein for the benefit of the Authority may be
waived by the Authority in its sole discretion.
If a CFD shall be unable to satisfy the conditions to the obligations of the Authority to
purchase, accept delivery of and pay for the Series of the 2011 Refunding Bonds issued by such
CFD contained iri this Purchase Contract, or if the obligations of the Authority to purchase,
accept delivery of and pay for a Series of the 201 I Refunding Bonds shall be terminated for any
reason permitted by this Purchase Contract, this provisions of this Purchase Contract shall
terminate as to such Series of the 2011 Refunding Bonds and neither the Authority nor the
affected CFD shall be under further obligation hereunder, except that the respective obligations
of such CFD and the Authority set forth in paragraph 13 hereof shall continue in full force and
effect.
15. The Authority shall be under no obligation to pay, and the CFDs shall pay, the
expenses incurred by the CFDs and the Authority in connection with issuance of the Revenue
Bonds and the 2011 Refunding Bonds.
16. This Purchase Contract is made solely for the benefit of the CFDs and the
Authority (including their successors and assigns), and no other person shall acquire or have any
right hereunder or by virtue hereof. All of the representations, warranties and agreements of each
of the CFDs contained in this Purchase Contract shall remain operative and in full force and
effect regazdless of: (i) any investigations made by or on behalf of the Authority or (ii) delivery
of and payment for the Revenue Bonds pursuant to this Purchase Contract. The agreements
contained in this pazagraph shall survive any termination of this Purchase Contract.
11
60285.00017\7021440.1
P470
17. This Purchase Contract may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
18. In case any one or more of the provisions contained herein shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof.
19. The validity, interpretation and performance of this Purchase Contract shall be
governed by the laws of the State of California.
[The remainder of this page has been intentionally left blank.]
12
60285.00077\7021440.7
P471
IN WITNESS WHEREOF, the Authority and the CFDs have each caused this Purchase
Contract to be executed by their duly authorized officers all as of the date first above written.
RANCHO CUCAMONGA PUBLIC FINANCE
AUTHORITY
Auditor and Treasurer
COMMUNITY FACILITIES DISTRICT NO.
2000-01 (SOUTH ETIWANDA)
COMMUNITY FACILITIES DISTRICT NO.
2000-02 (RANCHO CUCAMONGA
CORPORATE PARK)
COMMUNITY FACILITIES DISTRICT NO.
2001-01
By:
City Manager
S-1
60285.00017\7021440.1
P472
EXHIBIT A
MATURITY SCHEDULE
City of Rancho Cucamonga
Community Facilities District No. 2000-O1 (South Etiwanda)
Special Tax Refunding Bonds, Series 2011
Purchase Price: $
Maturity Date
(September 1) Principal Maturity Interest Rate
A-I
60285.00017\ 7021440.1
P473
EXHIBIT B
MATURITY SCHEDULE
City of Rancho Cucamonga
Community Facilities District No. 2000-02
(Rancho Cucamonga Corporate Park)
Special Tax Refunding Bonds, Series 2011
Purchase Price: $
Maturity Date
(September 1~ Principal Maturity Interest Rate
B-1
bozss.aom~~ouano.i
P474
EXHIBIT C
MATURITY SCHEDULE
City of Rancho Cucamonga
Community Facilities District No. 2001-O1
Improvement Area No. 1 and No. 2 Special Tax Refunding Bonds, Series 2011
Purchase Price: $
Maturity Date
(September 1) Principal Maturity Interest Rate
C-1
60285.00017\7021440.1
P475
EXHIBIT D
MATURITY SCHEDULE
City of Rancho Cucamonga
Community Facilities District No. 2001-O1
Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011
Purchase Price: $
Maturity Date
(September 11 Principal Maturity Interest Rate
D-1
bozss.oom~zonaao.r
P476
ESCROW DEPOSIT AND TRUST AGREEMENT
among
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2000-1 (SOUTH ETIWANDA)
and
WELLS FARGO BANK, N.A.,
as Escrow Bank
Dated as of November 1, 2011
60285.000177020186.1
P477
TABLE OF CONTENTS
Page
SECTION 1. APPOINTMENT OF ESCROW BANK ........................................................ ....... 2
SECTION 2. ESTABLISHMENT OF ESCROW FUND .................................................... ....... 2
SECTION 3. DEPOSIT INTO ESCROW FUND; INVESTMENT OF AMOUNTS .......... ....... 2
SECTION 4. INSTRUCTIONS AS TO APPLICATION OF DEPOSIT; AUTHORITY
RETAINS RIGHT OF OPTIONAL REDEMPTION ..................................... ....... 3
SECTION 5. APPLICATION OF CERTAIN TERMS OF PRIOR BOND
INDENTURE .................................................................................................. ....... 3
SECTION 6. COMPENSATION TO ESCROW BANK ..................................................... ....... 3
SECTION 7. LIABILITIES AND OBLIGATIONS OF ESCROW BANK ........................ ....... 3
SECTION 8. AMENDMENT ............................................................................................... .......4
SECTION 9. TERMINATION; UNCLAIMED MONEY ................................................... .......4
SECTION 10. SEVERABILITY ............................................................................................ .......5
SECTION 11. NOTICE OF ESCROW BANK, AUTHORITY AND COMMUNITY
FACILITIES DISTRICT ................................................................................ ....... 5
SECTION 12. MERGER OR CONSOLIDATION OF ESCROW BANK ............................ ....... 5
SECTION 13. EXECUTION IN SEVERAL COUNTERPARTS ......................................... ....... 5
EXHIBIT A -IDENTIFICATION OF AND PAYMENT SCHEDULE FOR
ESCROWED FEDERAL SECURITIES ............................................................ A-1
EXHIBIT B -PAYMENT SCHEDULE OF PRIOR SPECIAL TAX BONDS ........................ B-1
EXHIBIT B -CONDITIONAL NOTICE OF REDEMPTION ................................................. C-I
60285.00017\7020186.1 _i_
P478
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT, dated as of November
1, 2011 (the "Escrow Agreement", among CITY OF RANCHO CUCAMONGA COMMUNITY
FACILITIES DISTRICT NO. 2000-1 (SOUTH ETIWANDA), a community facilities district
organized and existing by virtue of the Constitution and laws of the State of California (the
"Community Facilities District"), and WELLS FARGO BANK, N.A., as Escrow Bank (the
"Escrow Bank");
WITNESSETH:
WHEREAS, the Community Facilities District has heretofore entered into a
Bond Indenture with Wells Fazgo Bank, N.A., as fiscal agent (the "Prior Fiscal Agent"), dated
as of November 1, 2000 (the "Prior Bond Indenture"); and
WHEREAS, pursuant to the Prior Bond Indenture the City, acting for and on
behalf of the Community Facilities District, issued the City of Rancho Cucamonga Community
Facilities District No. 2000-1 (South Etiwanda) Special Tax Bonds, Series 2000 issued in the
original principal amount of $1,365,000 (the "Prior Special Tax Bonds"); and
WHEREAS, the Prior Bond Indenture provides that in the event that the City,
acting on behalf of the Community Facilities District, irrevocably deposits with the Fiscal Agent,
in trust, cash and Government Obligations (as defined in the Prior Bond Indenture) in such
amount as the City shall determine as confirmed by an independent certified public accountant
will, together with interest to accrue to thereon and moneys then on deposit in the Reserve Fund
and the Bond Fund established pursuant to the Prior Bond Indenture, sufficient to pay and
dischazge on such Bonds at or before maturity, then the obligations of the City under the Prior
Bond Indenture shall cease and terminate with respect to the obligations so dischazged; and
WHEREAS, the City and the Community Facilities District has determined that
it is in the best interests of the Community Facilities District at this time to refinance the Prior
Special Tax Bonds and cause the redemption thereof on March 1, 2012, at a redemption price of
100% of the principal amount thereof, plus accrued interest; and
WHEREAS, the City and the Community Facilities District propose to make the
deposit of moneys and Government Obligations and to appoint the Escrow Bank as their agent
for the purpose of applying said deposit to the redemption of the Prior Special Tax Bonds in
accordance with the instructions provided by this Escrow Agreement and of applying said
payments to the payment and redemption of the Prior Special Tax Bonds in accordance with the
Prior Bond Indenture, and the Escrow Bank will accept said appointment; and
WHEREAS, to obtain moneys to make such deposit, the Community Facilities
District proposes to issue its $ Community Facilities District No. 2000-1 (South
Etiwanda) Special Tax Refunding Bonds, Series 201 ] (the "2011 Bonds") pursuant to that
certain Fiscal Agent Agreement, dated as of November 1, 2011 (the "Fiscal Agent Agreement"),
by and between the Community Facilities District acid the Fiscal Agent; and
60285.00017\7020186.1
P479
WHEREAS, the City and the Community Facilities District wish to make such
deposits with the Escrow Bank and to enter into this Escrow Agreement for the purpose of
providing the terms and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the
irrevocable escrow and trust created herein and to perform the duties and obligations to be
undertaken pursuant to this Escrow Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained and for other valuable consideration, the pazties hereto
do hereby agree as follows:
Section 1. Appointment of Escrow Bank. The City and the Community
Facilities District hereby appoints the Escrow Bank as escrow bank for all purposes of this
Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement,
and the Escrow Bank hereby accepts such appointment.
Section 2. Establishment of Escrow Furid. There is hereby created by the
City and the Community Facilities District with, and to be held by, the Escrow Bank, an
irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Community
Facilities District and for the benefit of the owners of the Prior Special Tax Bonds, said escrow
to be designated the "Escrow Fund." All moneys and Government Obligations deposited in the
Escrow Fund shall be held as a special fund for the payment of the debt service payments in
accordance with the provisions of the Prior Bond Indenture. If at any time the Escrow Bank
shall receive actual knowledge that the moneys and Government Obligations in the Escrow Fund
will not be sufficient to make any payment required by Section 5 hereof, the Escrow Bank shall
notify the Community Facilities District of such fact and the Community Facilities District shall
immediately cure such deficiency.
Section 3. Deposit into Escrow Fund; Investment of Amounts. Concurrently
with delivery of the Bonds, the City and Community Facilities District shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of
$ in immediately available funds which shall be derived as follows:
$ representing funds on deposit in the Fund and
Fund with respect to the Prior Special Tax Bonds and $ to come from the
proceeds of the 2011 Bonds.
The Escrow Bank shall [hold] [invest] all of the moneys deposited into the
Escrow Fund pursuant to the preceding pazagraph [in cash] [in the Government Obligations set
forth in Exhibit A attached hereto and by this reference incorporated herein (the "Escrowed
Government Obligations"). The purchase price of the Escrowed Government Obligations is
$ .The remainder in the Escrow Fund ($~ shall be held in cash uninvested
(the "Cash"). The Escrowed Government Obligations shall be deposited with and held by the
Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein.]
The Escrow Bank shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the
provisions hereof.
2
60285.00017\7020186.1
P480
Section 4. Instructions as to Application of Deposit; Authority Retains Right
of Optional Redemption. The City and the Community Facilities District hereby irrevocably
direct and instruct the Escrow Bank to redeem the outstanding Prior Special Tax Bonds in full on
Mazch 1, 2012 at a prepayment price of 101% of the principal amount thereof, all 'as more
particulazly set forth in Exhibit B attached hereto and hereby made a part hereof. For such
purpose of call and redemption prior to maturity of the Prior Special Tax Bonds, the City and the
Community Facilities District hereby instruct the Escrow Bank, and the Escrow Bank hereby
agrees to cause to be given notice of redemption of the Prior Special Tax Bonds on or before
January 31, 2012, such notice of redemption to be given substantially in the form set for in
Exhibit C attached hereto and hereby made a part hereof and timely for redemption of the Prior
Special Tax Bonds on Mazch 1, 2012, in accordance with the applicable provisions of the Prior
Bond Indenture.
Section 5. Application of Certain Terms of Prior Bond Indenture. All of the
terms of the Prior Bond Indenture relating to the making of payments of principal and interest
with respect to the Prior Special Tax Bonds are incorporated in this Escrow Agreement as if set
forth in full herein. The provisions of the Prior Bond Indenture relating to the limitations from
liability and protections afforded the Prior Fiscal Agent and the resignation and removal of the
Prior Fiscal Agent are also incorporated in this Escrow Agreement as if set forth in full herein
and shall be the procedure to be followed with respect to any resignation or removal of the
Escrow Bank hereunder.
Section 6. Compensation to Escrow Bank. The Community Facilities District
shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement,
including out-of-pocket costs such as publication costs, prepayment or redemption expenses,
legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses
relating to the purchase of any Government Obligations afrer the date hereof, pursuant to a
separate agreement between the Community Facilities District and the Escrow Bank. Under no
circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said
purposes
Section 7. Liabilities and Obligations of Escrow Bank. The Escrow Bank
shall have no obligation to make any payment or disbursement of any type or incur any financial
liability in the performance of its duties under this Escrow Agreement unless the Community
Facilities District shall have deposited sufficient funds with the Escrow Bank to satisfy such
obligation. The Escrow Bank may rely and shall be protected in acting upon the written
instructions of the City and/or the Community Facilities District or its agents relating to any
matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank undertakes such duties as specifically set forth herein and no
implied duties or obligations shall be read into this Escrow Agreement against the Escrow Bank.
The Community Facilities District hereby assumes liability for, and hereby agrees
(whether or not any of the transactions contemplated hereby aze consummated) to indemnify,
protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents
and servants from and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements)
of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any
3
60285.00017\7020186.1
P481
time, the Escrow Bank (whether or not also indemnified against by any other person under any
other agreement or instrument) and in any way relating to or azising out of the execution and
delivery of this Escrow Agreement, the establishment of the Escrow Fund, the, retention of the
moneys therein and any payment, transfer or other application of moneys or securities by the
Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by
reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
duties; provided, however, that the Community Facilities District shall not be required to
indemnify the Escrow Bank against its own negligence or misconduct. The indemnities
contained in this Section 8 shall survive the termination of this Escrow Agreement and the
resignation and removal of the Escrow Bank.
The Escrow Bank shall not have any liability hereunder except to the extent of its
own negligence or willful misconduct. In no event shall the Escrow Bank be liable for any
special indirect or consequential damages.
The Escrow Bank may consult with counsel of its own choice and the opinion of
such counsel shall be full and complete authorization to take or suffer in good faith any action
hereunder in accordance with such opinion of counsel.
The Escrow Bank shall not be responsible for any of the recitals or
representations contained herein.
No provision of this Escrow Agreement shall require the Escrow Bank to expend
or risk its own funds or otherwise incur any financial liability in the performance or exercise of
any of its duties hereunder, or in the exercise of its rights or powers.
Section 8. Amendment. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement which shall become effective when the
written consents of the owners of one hundred percent (100%) in aggregate principal amount of
the Prior Special Tax Bonds then outstanding shall have been filed with the Escrow Bank. This
Escrow Agreement may be modified or amended at any time by a supplemental agreement,
without the consent of any such owners, but only (1) to add to the covenants and agreements of
any party, other covenants to be observed, or to surrender any right or power herein or therein
reserved to the Community Facilities District, (2) to cure, correct or supplement any ambiguous
or defective provision contained herein, or (3) in regazd to questions azising hereunder or
thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the
opinion of counsel, shall not adversely affect the interests of the owners of the Prior Special Tax
Bonds or the Bonds, and that such amendment will not cause interest on the Prior Special Tax
Bonds or the Bonds to become subject to federal income taxation.
Section 9. Termination; Unclaimed Monev. This Escrow Agreement shall
terminate when the Prior Special Tax Bonds have been paid; provided, however, that (i) money
held by the Escrow Bank pursuant to this Escrow Agreement for the payment and discharge of
any of the Prior Special Tax Bonds (which shall not be payable as to interest from and after the
date set for redemption) which remain unclaimed for two (2) years after such payments were
due, shall be repaid by the Escrow Bank to the Community Facilities District free from the trust
created by the Prior Bond Indenture and this Escrow Agreement, and the Escrow Bank shall
thereupon be released and discharged with respect thereto and hereto and all liability of the
4
60285.000177020186.1
P482
Escrow Bank with respect to such money shall thereupon cease and (ii) excess moneys held by
the Escrow Bank not needed for the payment and discharge of the Prior Special Tax Bonds shall
be transferred to the Bond Fund under the Fiscal Agent Agreement.
Section 10. Severability. If any section, pazagraph, sentence, clause or
provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable,
the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall
not affect any of the remaining provisions of this Escrow Agreement.
Section 11. Notice of Escrow Bank, Authority and Community Facilities
District. Any notice to or demand upon the Escrow Bank may be served and presented, and such
demand may be made, at the principal corporate trust office of the Escrow Bank as specified by
the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Bond Indentwe
or by physical delivery with confirmation of receipt or by confirmed telecopy. Any notice to or
demand upon the City or the Community Facilities District shall be deemed to have been
sufficiently given or served for all purposes by being mailed by registered or certified mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in the
Prior Bond Indentwe (or such other address as may have been filed in writing by the City or the
Community Facilities District with the Escrow Bank).
Section 12. Mercer or Consolidation of Escrow Bank. Any company into
which the Escrow Bank may be merged or converted or with which it may be consolidated or
any company resulting from any merger, conversion or consolidation to which it shall be a party
or any company to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as Trustee under the
Indenture and the Prior Bond Indenture, shall be the successor hereunder to the Escrow Bank
without the execution or filing of any paper or any further act.
Section 13. Execution in Several Counterparts. This Escrow Agreement may
be executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts shall constitute but one and the same
instrument.
5
60285.00017\7020186.1
P483
IN WITNESS WHEREOF, the City, the Community Facilities District and the
Escrow Bank have each caused this Escrow Deposit and Trust Agreement to be executed by their
duly authorized officers all as of the date first above written.
CITY OF RANCHO CUCAMONGA
By:
City Manager
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2000-1 (SOUTH ETIWANDA)
By:
City Manager
WELLS FARGO BANK, N.A., as Escrow Bank
By:
Authorized Officer
S-1
60285.00017\7020186.1
P484
EXHIBIT A
IDENTIFICATION OF AND PAYMENT SCHEDULE FOR
ESCROWED GOVERNMENT OBLIGATIONS
A-1
60285.000177020186.1
P485
EXHIBIT B
PAYMENT SCHEDULE OF PRIOR SPECIAL TAX BONDS
Principal Date Principal Interest Escrow Receipts
B-1
60285.00017\7020186.1
P486
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 2000-1 (SOUTH ETIWANDA)
SPECIAL TAX BONDS, SERIES 2000
NOTICE IS HEREBY GIVEN that on March 1, 2012 (the "Redemption Date"),
the above-captioned bonds (the "Bonds") have been called for redemption pursuant to Section
4.03A of the Bond Indenture, dated as of November 1, 2000, by and between Wells Fargo Bank,
N.A., as fiscal agent (the "Fiscal Agent"), and the City of Rancho Cucamonga Community
Facilities District No. 2000-1 (South Etiwanda) (the "Community Facilities District"). The
Bonds will be prepaid at 101% of the principal amount, plus accrued interest (the "Redemption
Price"). Interest will be paid in the usual manner.
The CUSIP numbers and maturity dates of the Bonds are listed below:
CUSIP Number Maturity Date
The Bonds are due and payable at the office of the Trustee on Redemption Date.
Interest will cease to accrue on the Bonds from and after the Redemption Date. The Bonds
should be presented for redemption to the office of the Trustee at the following address:
[TO COME]
To avoid a 28% back-up withholding tax required by Federal law, holders of
Bonds must submit with their Bonds a completed IRS Form W-9. For your convenience a Form
W-9 has been enclosed.
The CUSIP number has been assigned by Standard & Poor's Corporation and is
included solely for the convenience of the holders of Bonds. Neither the Community Facilities
District nor the Trustee shall be responsible for the selection or use of the CUSIP numbers nor is
any representation made as to their correctness on the Bonds or as indicated in any redemption
Notice.
Dated: WELLS FARGO BANK, N.A., as Escrow Bank
C-1
60285.00017\7020186.1
P487
ESCROW DEPOSIT AND TRUST AGREEMENT
among
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2000-2 (RANCHO CUCAMONGA
CORPORATE PARK)
and
WELLS FARGO BANK, N.A.,
as Escrow Bank
Dated as of November 1, 2011
60285.00017\7020360.1
P488
TABLE OF CONTENTS
Page
SECTION 1. APPOINTMENT OF ESCROW BANK ........................................................ ....... 2
SECTION 2. ESTABLISHMENT OF ESCROW FUND .................................................... .......2
SECTION 3. DEPOSIT INTO ESCROW FUND; INVESTMENT OF AMOUNTS .......... ....... 2
SECTION 4. INSTRUCTIONS AS TO APPLICATION OF DEPOSIT; AUTHORITY
RETAINS RIGHT OF OPTIONAL REDEMPTION ..................................... ....... 3
SECTION 5. APPLICATION OF CERTAIN TERMS OF PRIOR BOND
INDENTURE .................................................................................................. ....... 3
SECTION 6. COMPENSATION TO ESCROW BANK ..................................................... .......3
SECTION 7. LIABILITIES AND OBLIGATIONS OF ESCROW BANK ........................ ....... 3
SECTION 8. AMENDMENT ............................................................................................... ....... 4
SECTION 9. TERMINATION; UNCLAIMED MONEY ................................................... .......4
SECTION 10. SEVERABILITY ............................................................................................ .......5
SECTION 11. NOTICE OF ESCROW BANK, AUTHORITY AND COMMUNITY
FACILITIES DISTRICT ....................................................................................... 5
SECTION 12. MERGER OR CONSOLIDATION OF ESCROW BANK ................................... 5
SECTION 13. EXECUTION IN SEVERAL COUNTERPARTS ................................................ 5
EXHIBIT A -IDENTIFICATION OF AND PAYMENT SCHEDULE FOR
ESCROWED FEDERAL SECURITIES ............................................................ A-1
EXHIBIT B -PAYMENT SCHEDULE OF PRIOR SPECIAL TAX BONDS ........................ B-1
EXHIBIT B -CONDITIONAL NOTICE OF REDEMPTION ................................................. C-1
60285.00017\7020360.1 _j_
P489
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT, dated as of November
1, 2011 (the "Escrow Agreement", among CITY OF RANCHO CUCAMONGA COMMUNITY
FACILITIES DISTRICT NO. 2000-2 (RANCHO CUCAMONGA CORPORATE PARK), a
community facilities district organized and existing by virtue of the Constitution and laws of the
State of California (the "Community Facilities District"), and WELLS FARGO BANK, N.A., as
Escrow Bank (the "Escrow Bank");
WITNESSETH:
WHEREAS, the Community Facilities District has heretofore entered into a
Bond Indenture with Wells Fazgo Bank, N.A., as fiscal agent (the "Prior Fiscal Agent"), dated
as of November 1, 2000 (the "Prior Bond Indenture"); and
WHEREAS, pursuant to the Prior Bond Indenture the City, acting for and on
behalf of the Community Facilities District, issued the City of Rancho Cucamonga Community
Facilities District No. 2000-2 (Rancho Cucamonga Corporate Park) Special Tax Bonds, Series
2000 issued in the original principal amount of $6,835,000 (the "Prior Special Tax Bonds"); and
WHEREAS, the Prior Bond Indenture provides that in the event that the City,
acting on behalf of the Community Facilities District, irrevocably deposits with the Fiscal Agent,
in trust, cash and Government Obligations (as defined in the Prior Bond Indenture) in such
amount as the City shall determine as confirmed by an independent certified public accountant
will, together with interest to accrue to thereon and moneys then on deposit in the Reserve Fund
and the Bond Fund established pursuant to the Prior Bond Indenture, sufficient to pay and
dischazge on such Bonds at or before maturity, then the obligations of the City under the Prior
Bond Indenture shall cease and terminate with respect to the obligations so dischazged; and
WHEREAS, the City and the Community Facilities District has determined that
it is in the best interests of the Community Facilities District at this time to refinance the Prior
Special Tax Bonds and cause the redemption thereof on March 1, 2012, at a redemption price of
100% of the principal amount thereof, plus accrued interest; and
WHEREAS, the City and the Community Facilities District propose to make the
deposit of moneys and Government Obligations and to appoint the Escrow Bank as their agent
for the purpose of applying said deposit to the redemption of the Prior Special Tax Bonds in
accordance with the instructions provided by this Escrow Agreement and of applying said
payments to the payment and redemption of the Prior Special Tax Bonds in accordance with the
Prior Bond Indenture, and the Escrow Bank will accept said appointment; and
WHEREAS, to obtain moneys to make such deposit, the Community Facilities
District proposes to issue its $ Community Facilities District No. 2000-2
(Rancho Cucamonga Corporate Park) Special Tax Refunding Bonds, Series 2011 (the "2011
Bonds") pursuant to that certain Fiscal Agent Agreement, dated as of November 1, 2011 (the
"Fiscal Agent Agreement"), by and between the Community Facilities District and the Fiscal
Agent; and
1
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WHEREAS, the City and the Community Facilities District wish to make such
deposits with the Escrow Bank and to enter into this Escrow Agreement for the purpose of
providing the terms and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the
irrevocable escrow and trust created herein and to perform the duties and obligations to be
undertaken pursuant to this Escrow Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained and for other valuable consideration, the parties hereto
do hereby agree as follows:
Section 1. Appointment of Escrow Bank. The City and the Community
Facilities District hereby appoints the Escrow Bank as escrow bank for all purposes of this
Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement,
and the Escrow Bank hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the
City and the Community Facilities District with, and to be held by, the Escrow Bank, an
irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Community
Facilities District and for the benefit of the owners of the Prior Special Tax Bonds, said escrow
to be designated the "Escrow Fund." All moneys and Government Obligations deposited in the
Escrow Fund shall be held as a special fund for the payment of the debt service payments in
accordance with the provisions of the Prior Bond Indenture. If at any time the Escrow Bank
shall receive actual knowledge that the moneys and Government Obligations in the Escrow Fund
will not be sufficient to make any payment required by Section 5 hereof, the Escrow Bank shall
notify the Community Facilities District of such fact and the Community Facilities District shall
immediately cure such deficiency.
Section 3. Deposit into Escrow Fund; Investment of Amounts. Concurrently
with delivery of the Bonds, the City and Community Facilities District shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of
$ in immediately available funds which shall be derived as follows:
$ representing funds on deposit in the Fund and
Fund with respect to the Prior Special Tax Bonds and $ to come from the
proceeds of the 2011 Bonds.
Th'e Escrow Bank shall [hold] '[invest] all of the moneys deposited into the
Escrow Fund pursuant to the preceding paragraph [in cash] [in the Government Obligations set
forth in Exhibit A attached hereto and by this reference incorporated herein (the "Escrowed
Government Obligations"). The purchase price of the Escrowed Government Obligations is
$ .The remainder in the Escrow Fund ($~ shall be held in cash uninvested
(the "Cash"). The Escrowed Government Obligations shall be deposited with and held by the
Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein.]
The Escrow Bank shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the
provisions hereof.
2
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Section 4. Instructions as to Application of Deposit; Authority Retains Right
of Optional Redemption. The City and the Community Facilities District hereby irrevocably
direct and instruct the Escrow Bank to redeem the outstanding Prior Special Tax Bonds in full on
March 1, 2012 at a prepayment price of 101% of the principal amount thereof, all as more
particularly set forth in Exhibit B attached hereto and hereby made a part hereof. For such
purpose of call and redemption prior to maturity of the Prior Special Tax Bonds, the City and the
Community Facilities District hereby instruct the Escrow Bank, and the Escrow Bank hereby
agrees to cause to be given notice of redemption of the Prior Special Tax Bonds on or before
January 31, 2012, such notice of redemption to be given substantially in the form set for in
Exhibit C attached hereto and hereby made a part hereof and timely for redemption of the Prior
Special Tax Bonds on Mazch 1, 2012, in accordance with the applicable provisions of the Prior
Bond Indenture.
Section 5. Application of Ceriain Terms of Prior Bond Indentwe. All of the
terms of the Prior Bond Indenture relating to the making. of payments of principal and interest
with respect to the Prior Special Tax Bonds aze incorporated in this Escrow Agreement as if set
forth in full herein. The provisions of the Prior.Bond Indentwe relating to the limitations from
liability and protections afforded the Prior Fiscal Agent and the resignation and removal of the
Prior Fiscal Agent aze. also incorporated in this Escrow Agreement as if set forth in full herein
and shall be the procedure to be followed with respect to any resignation or removal of the
Escrow Bank hereunder.
Section 6. Compensation to Escrow Bank. The Community Facilities District
shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement,
including out-of-pocket costs such as publication costs, prepayment or redemption expenses,
legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses
relating to the pwchase of any Government Obligations after the date hereof, pwsuant to a
separate agreement between the Community Facilities District and the Escrow Bank. Under no
circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said
purposes.
Section 7. Liabilities and Obligations of Escrow Bank. The Escrow Bank
shall have no obligation to make any payment or disbursement of any type or incw any financial
liability in the performance of its duties under this Escrow Agreement unless the Community
Facilities District shall have deposited sufficient funds with the Escrow Bank to satisfy such
obligation. The Escrow Bank may rely and shall be protected in acting upon the written
instructions of the City and/or the Community Facilities District or its agents relating to any
matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank undertakes such duties as specifically set forth herein and no
implied duties or.obligations shall be read into this Escrow Agreement against the Escrow Bank.
The Community Facilities District hereby assumes liability for, and hereby agrees
(whether or not any of the transactions contemplated hereby are consummated) to indemnify,
protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents
and servants from and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbwsements (including legal fees and disbwsements)
of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any
3
60285.00017\7020360.1
P492
time, the Escrow Bank (whether or not also indemnified against by any other person under any
other agreement or instrument) and in any way relating to or arising out of the execution and
delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the
moneys therein and any payment, transfer or other application of moneys or securities by the
Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by
reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
duties; provided, however, that the Community Facilities District shall not be required to
indemnify the Escrow Bank against its own negligence or misconduct. The indemnities
contained in this Section 8 shall survive the termination of this Escrow Agreement and the
resignation and removal of the Escrow Bank.
The Escrow Bank shall not have any liability hereunder except to the extent of its
own negligence or willful misconduct. In no event shall the Escrow Bank be liable for any
special indirect or consequential damages.
The Escrow Bank may consult with counsel of its own choice and the opinion of
such counsel shall be full and complete authorization to take or suffer in good faith any action
hereunder in accordance with such opinion of counsel.
The Escrow Bank shall not be responsible for any of the recitals or
representations contained herein.
No provision of this Escrow Agreement shall require the Escrow Bank to expend
or risk its own funds or otherwise incur any financial liability in the performance or exercise of
any of its duties hereunder, or in the exercise of its rights or powers.
Section 8. Amendment. This Escrow Agreement may be modified or
amended at any time by a supplemental agreement which shall become effective when the
written consents of the owners of one hundred percent (100%) in aggregate principal amount of
the Prior Special Tax Bonds then outstanding shall have been filed with the Escrow Bank. This
Escrow Agreement may be modified or amended at any time by a supplemental agreement,
without the consent of any such owners, but only (1) to add to the covenants and agreements of
any party, other covenants to be observed, or to surrender any right or power herein or therein
reserved to the Community Facilities District, (2) to cure, correct or supplement any ambiguous
or defective provision contained herein, or (3) in regard to questions arising hereunder or
thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the
opinion of counsel, shall not adversely affect the interests of the owners of the Prior Special Tax
Bonds or the Bonds, and that such amendment will not cause interest on the. Prior Special Tax
Bonds or the Bonds to become subject to federal income taxation.
Section 9. Termination; Unclaimed Money. This Escrow Agreement shall
terminate when the Prior Special Tax Bonds have been paid; provided, however, that (i) money
held by the Escrow Bank pursuant to this Escrow Agreement for the payment and dischazge of
any of the Prior Special Tax Bonds (which shall not be payable as to interest from and after the
date set for redemption) which remain unclaimed for two (2) years after such payments were
due, shall be repaid by the Escrow Bank to the Community Facilities District free from the trust
created by the Prior Bond Indenture and this Escrow Agreement, and the Escrow Bank shall
thereupon be released and discharged with respect thereto and hereto and all liability of the
4
60285.00017\7020360.1
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Escrow Bank with respect to such money shall thereupon cease and (ii) excess moneys held by
the Escrow Bank not needed for the payment and discharge of the Prior Special Tax Bonds shall
be transferred to the Bond Fund under the Fiscal Agent Agreement.
Section 10. Severability. If any section, pazagraph, sentence, clause or
provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable,
the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall
not affect any of the remaining provisions of this Escrow Agreement.
Section 11. Notice of Escrow Bank, Authoritv and' Community Facilities
District. Any notice to or demand upon the Escrow Bank may be served and presented, and such
demand may be made, at the principal corporate trust office of the Escrow Bank as specified by
the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Bond Indenture
or by physical delivery with confirmation of receipt or by confirmed telecopy. Any notice to or
demand upon the City or the Community Facilities District shall be deemed to have been
sufficiently given or served for all purposes by being mailed by registered or certified mail, and
deposited, postage prepaid, in a post office letter box, addressed to such party as provided in the
Prior Bond Indenture (or such other address as may have been filed in writing by the City or the
Community Facilities District with the Escrow Bank).
Section 12. Mer>;er or Consolidation of Escrow Bank. Any company into
which the Escrow Bank may be merged or converted or with which it may be consolidated or
any company resulting from any merger, conversion or consolidation to which it shall be a party
or any company to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as Trustee under the
Indenture and the Prior Bond Indenture, shall be the successor hereunder to the Escrow Bank
without the execution or filing of any paper or any further act.
Section 13. Execution in Several Countemarts. This Escrow Agreement may
be executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts shall constitute but one and the same
instrument.
5
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P494
IN WITNESS WHEREOF, the City, the Community Facilities District and the
Escrow Bank have each caused this Escrow Deposit and Trust Agreement to be executed by their
duly authorized officers all as of the date first above written.
CITY OF RANCHO CUCAMONGA
By:
City Manager
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2000-2 (RANCHO CUCAMONGA CORPORATE
PARK)
By:
City Manager
WELLS FARGO BANK, N.A., as Escrow Bank
By:
Authorized Officer
S-1
60285.000177020360.1
P495
EXHIBIT A
IDENTIFICATION OF AND PAYMENT SCHEDULE FOR
ESCROWED GOVERNMENT OBLIGATIONS
A-1
60285.000177020360.1
P496
EXHIBIT B
PAYMENT SCHEDULE OF PRIOR SPECIAL TAX BONDS
Principal Date Principal Interest Escrow Receipts
B-1
60285.000177020360.1
P497
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.2000-2 (RANCHO CUCAMONGA
CORPORATE PARK)
SPECIAL TAX BONDS, SERIES 2000
NOTICE IS HEREBY GIVEN that on March 1, 2012 (the "Redemption Date"),
the above-captioned bonds (the "Bonds") have been called for redemption pursuant to Section
4.03A of the Bond Indenture, dated as of November 1, 2000, by and between Wells Fazgo Bank,
N.A., as fiscal agent (the "Fiscal Agent"), and the City of Rancho Cucamonga Community
Facilities District No. 2000-2 (Rancho Cucamonga Corporate Park) (the "Community Facilities
District"). The Bonds will be prepaid at 101% of the principal amount, plus accrued interest (the
"Redemption Price"). Interest will be paid in the usual manner.
The CUSIP numbers and maturity dates of the Bonds are listed below:
CUSIP Number Maturity Date
The Bonds are due and payable at the office of the Trustee on Redemption Date.
Interest will cease to accrue on the Bonds from and after the Redemption Date. The Bonds
should be presented for redemption to the office of the Trustee at the following address:
[TO COME]
To avoid a 28% back-up withholding tax required by Federal law, holders of
Bonds must submit with their Bonds a completed IRS Form W-9. For your convenience a Form
W-9 has been enclosed.
The CUSIP number has been assigned by Standard & Poor's Corporation and is
included solely for the convenience of the holders of Bonds. Neither the Community Facilities
District nor the Trustee shall be responsible for the selection or use of the CUSIP numbers nor is
any representation made as to their correctness on the Bonds or as indicated in any redemption
Notice.
Dated: WELLS FARGO BANK, N.A., as Escrow Bank
C-1
60285.00017\7020360.1
P498
ESCROW DEPOSIT AND TRUST AGREEMENT
by and between the
CITY OF RANCHO CUCAMONGA,
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2001-O1
IMPROVEMENT AREA NO.1 AND IMPROVEMENT AREA NO.2
and
WELLS FARGO BANK, N.A.,
as Escrow Bank
Dated as of November 1, 2011
09960.00000\6999164. I
P499
TABLE OF CONTENTS
Page
SECTION 1. DEFINITION OF FEDERAL SECURITIES ..................................................... ... 2
SECTION 2. APPOINTMENT OF ESCROW BANK ............................................................ ...2
SECTION 3. ESTABLISHMENT OF ESCROW FUND ........................................................ ... 2
SECTION 4. DEPOSIT INTO ESCROW FUND; INVESTMENT OF AMOUNTS .............. ... 2
SECTION 5. INSTRUCTIONS AS TO APPLICATION OF DEPOSIT; AUTHORITY
RETAINS RIGHT OF OPTIONAL REDEMPTION ......................................... ... 2
SECTION 6: APPLICATION OF CERTAIN TERMS OF PRIOR FISCAL AGENT
AGREEMENT .................................................................................................... ... 3
SECTION 7. COMPENSATION TO ESCROW BANK ......................................................... ...3
SECTION 8. LIABILITIES AND OBLIGATIONS OF ESCROW BANK ............................ ...3
SECTION 9. AMENDMENT ................................................................................................... ... 4
SECTION 10. TERMINATION; UNCLAIMED MONEY ....................................................... ...4
SECTION 11. SEVERABILITY ....................................................................:........................... ...4
SECTION 12. NOTICE OF ESCROW BANK, AUTHORITY AND COMMUNITY
FACILITIES DISTRICT .................................................................................... ... 5
SECTION 13. MERGER OR CONSOLIDATION OF ESCROW BANK ................................ ... 5
SECTION 14. EXECUTION IN SEVERAL COUNTERPARTS ............................................. ... 5
EXHIBIT A -IDENTIFICATION OF AND PAYMENT SCHEDULE A-1
EXHIBIT B -CONDITIONAL NOTICE OF REDEMPTION ................................................ B-1
09960.00000\6999164.1 _j_
P500
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT, dated as of November
1, 2011 (the "Escrow Agreement", by and between the CITY OF RANCHO CUCAMONGA
(the "City"), CITY OF RANCHO CUCAMONGA COMMUNITY FACILITIES DISTRICT
NO. 2001-01, a community facilities district organized and existing by virtue of the Constitution
and laws of the State of California (the "Community Facilities District"), and WELLS FARGO
BANK, N.A., as Escrow Bank (the "Escrow Bank");
WITNESSETH:
WHEREAS, the City, acting for and on behalf of the Community Facilities
District, has heretofore entered into a Fiscal Agent Agreement with Wells Fazgo Bank, N.A., as
fiscal agent (the "Prior Fiscal Agent"), dated as of August 1, 2001 (the "Prior Fiscal Agent
Agreement"); and
WHEREAS, pursuant to the Prior Fiscal Agent Agreement the City, acting for
and on behalf of the Community Facilities District, issued the City of Rancho Cucamonga
Community Facilities District No. 2001-O1 Improvement Area No. 1 and Improvement Area No.
2 Special Tax Bonds issued in the original principal amount of $14,240,000 (the "Prior Special
Tax Bonds"); and
WHEREAS, the Prior Fiscal Agent Agreement provides that in the event that the
City, acting on behalf of the Community Facilities District, irrevocably deposits with the Fiscal
Agent, in trust, cash and Federal Securities (as defined in the Prior Fiscal Agent Agreement) in
such amount as the City shall determine as confirmed by an independent certified public
accountant will, together with interest to accrue to thereon and moneys then on deposit in the
Reserve Fund and the Bond Fund established pursuant to the Prior Fiscal Agent Agreement,
sufficient to pay and dischazge on such Bonds at or before maturity, then the obligations of the
City under the Prior Fiscal Agent Agreement shall cease and terminate with respect to the
obligations so discharged; and
WHEREAS, the City and the Community Facilities District has determined that
it is in the best interests of the Community Facilities District at this time to refinance the Prior
Special Tax Bonds and cause the redemption thereof on March 1, 2012, at a redemption price of
100% of the principal amount thereof, plus accrued interest; and
WHEREAS, the City and the Community Facilities District propose to make the
deposit of moneys and Federal Securities and to appoint the Escrow Bank as their agent for the
purpose of applying said deposit to the redemption of the Prior Special Tax Bonds in accordance
with the instructions provided by this Escrow Agreement and of applying said payments to the
payment and redemption of the Prior Special Tax Bonds in accordance with the Prior Fiscal
Agent Agreement, and the Escrow Bank will accept said appointment; and
WHEREAS, to obtain moneys to make such deposit, the Community Facilities
District proposes to issue its $ Community Facilities District No. 2001-01
Improvement Area No. 1 and Improvement Area No. 2 Special Tax Refunding Bonds, Series
2011 (the "2011 Bonds") pursuant to that certain Fiscal Agent Agreement, dated as of November
09960.00000\6999164. I 1
P501
1, 2011 (the "Fiscal Agent Agreement"), by and between the Community Facilities District and
the Fiscal Agent; and
WHEREAS, the City and the Community Facilities District wish to make such
deposits with the Escrow Bank and to enter into this Escrow Agreement for the purpose of
providing the terms and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the
irrevocable escrow and trust created herein and to perform the duties and obligations to be
undertaken pursuant to this Escrow Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained and for other valuable consideration, the parties hereto
do hereby agree as follows:
Section 1. Appointment of Escrow Bank. The City and the Community
Facilities District hereby appoints the Escrow Bank as escrow bank for all purposes of this
Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement,
and the Escrow Bank hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the
City and the Community Facilities District with, and to be held by, the Escrow Bank, an
irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Community
Facilities District and for the benefit of the owners of the Prior Special Tax Bonds, said escrow
to be designated the "Escrow Fund." All moneys and Federal Securities deposited in the Escrow
Fund shall be held as a special fund for the payment of the debt service payments in accordance
with the provisions of the Prior Fiscal Agent Agreement. If at any time the Escrow Bank shall
receive actual. knowledge that the moneys and Federal Securities in the Escrow Fund will not be
sufficient to make any payment required by Section 5 hereof, the Escrow Bank shall notify the
Community Facilities District of such fact and the Community Facilities District shall
immediately cure such deficiency.
Section 3. Deposit into Escrow Fund; Investment of Amounts. Concurrently
with delivery of the Bonds, the City and Community Facilities District shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of
$ in immediately available funds which shall be derived as follows:
$ representing funds on deposit in the Fund and
Fund with respect to the Prior Special Tax Bonds and $ to come from the
proceeds of the 2011 Bonds.
The Escrow Bank shall [hold] [invest] all of the moneys deposited into the
Escrow Fund pursuant to the preceding pazagraph [in cash] [in the Federal Securities set forth in
Exhibit A attached hereto and by this reference incorporated herein (the "Escrowed Federal
Securities"). The purchase price of the Escrowed Federal Securities is $ .The
remainder in the Escrow Fund ($~ shall be held in cash uninvested (the "Cash"). The
Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow
Fund solely for the uses and purposes set forth herein.]
09960.00000\6999164. 12
P502
The Escrow Bank shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the
provisions hereof.
Section 4. Instructions as to Application of Deposit; Authority Retains Right
of Optional Redemption. The City and the Community Facilities District hereby irrevocably
direct and instruct the Escrow Bank to redeem the outstanding Prior Special Tax Bonds in full on
Mazch 1, 2012 at a prepayment price of 101% of the principal amount thereof, all as more
pazticulazly set forth in Exhibit B attached hereto and hereby made a part hereof. For such
purpose of call and redemption prior to maturity of the Prior Special Tax Bonds, the City and the
Community Facilities District hereby instruct the Escrow Bank, and the Escrow Bank hereby
agrees to cause to be given notice of redemption of the Prior Special Tax Bonds on or before
January 31, 2012, such notice of redemption to be given substantially in the form set for in
Exhibit C attached hereto and hereby made a part hereof and timely for redemption of the Prior
Special Tax Bonds on March 1, 2012, in accordance with the applicable provisions of the Prior
Fiscal Agent Agreement.
Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement.
All of the terms of the Prior Fiscal Agent Agreement relating to the making of payments of
principal and interest with respect to the Prior Special Tax Bonds aze incorporated in this Escrow
Agreement as if set forth in full herein. The provisions of the Prior Fiscal Agent Agreement
relating to the limitations from liability and protections afforded the Prior Fiscal Agent and the
resignation and removal of the Prior Fiscal Agent are also incorporated in this Escrow
Agreement as if set forth in full herein and shall be the procedure to be followed with respect to
any resignation or removal of the Escrow Bank hereunder.
Section 6. Compensation to Escrow Bank. The Community Facilities District
shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement,
including out-of-pocket costs such as publication costs, prepayment or redemption expenses,
legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses
relating to the purchase of any Federal Securities after the date hereof, pursuant to a separate
agreement between the Community Facilities District and the Escrow Bank. Under no
circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said
purposes.
Section 7. Liabilities and Obligations of Escrow Bank. The Escrow Bank
shall have no obligation to make any payment or disbursement of any type or incur any financial
liability in the performance of its duties under this Escrow Agreement unless the Community
Facilities District shall have deposited sufficient funds with the Escrow Bank to satisfy such
obligation. The Escrow Bank may rely and shall be protected in acting upon the written
instructions of the City and/or the Community Facilities District or its agents relating to any
matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank undertakes such duties as specifically set forth herein and no
implied duties or obligations shall be read into this Escrow Agreement against the Escrow Bank.
The Community Facilities District hereby assumes liability for, and hereby agrees
(whether or not any of the transactions contemplated hereby are consummated) to indemnify,
09960.00000\6999164. 13
P503
protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents
and servants from and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements)
of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any
time, the Escrow Bank (whether or not also indemnified against by any other person under any
other agreement or instrument) and in .any way relating to or arising out of the execution and
delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the
moneys therein and any payment, transfer or other application of moneys or securities by the
Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by
reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
duties; provided, however, that the Community Facilities District shall not be required to
indemnify the .Escrow Bank against its own negligence or misconduct. The indemnities
contained in this Section 8 shall survive the termination of this Escrow Agreement and the
resignation and removal of the Escrow Bank.
The Escrow Bank shall not have any liability hereunder except to the extent of its
own negligence or willful misconduct. In no event shall the Escrow Bank be liable for any
special indirect or consequential damages,
The Escrow Bank may consult with counsel of its own choice and the opinion of
such counsel shall be full and complete authorization to take or suffer in good faith any action
hereunder in accordance with such opinion of counsel.
The Escrow Bank shall not be responsible for any of the recitals or
representations contained herein.
No provision of this Escrow Agreement shall require the Escrow Bank to expend
or risk its own funds or otherwise incur any financial liability in the performance or exercise of
any of its duties hereunder, or in the exercise of its rights or powers.
Section 8.. Amendmerit. ~ This Escrow Agreement may be modified or
amended at any time by a supplemental agreement which shall become effective when the
written consents of the owners of one hundred percent (100%) in aggregate principal amount of
the Prior Special Tax Bonds then outstanding shall have been filed with the Escrow Bank. This
Escrow Agreement may be modified or amended at any time by a supplemental agreement,
without the consent of any such owners, but only;(1) to add to the covenants and agreements of
any party, other covenants to be observed, or, to surrender any right or power herein or therein
reserved to the Community Facilities District, (2) to cure, correct or supplement any ambiguous
or defective. provision .contained herein, or (3),in regard to questions arising hereunder or
thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the
opinion of counsel, shall not adversely affect the. interests of the owners of the Prior Special Tax
Bonds or the Bonds, and that such amendment will not cause interest on the Prior Special Tax
Bonds or the Bonds to become subject to federal income taxation.
Section 9. Termination; Unclaimed Money. This Escrow Agreement shall
terminate when the Prior Special Tax Bonds have been paid; provided, however, that (i) money
held by the Escrow Bank pursuant to this Escrow Agreement for the payment and dischazge of
any of the Prior Special Tax Bonds (which shall not be payable as to interest from and after the
09960.00000\6999164. 14
P504
date set for redemption) which remain unclaimed for two (2) years after such payments were
due, shall be repaid by the Escrow Bank to the Community Facilities District free from the trust
created by the Prior Fiscal Agent Agreement and this Escrow Agreement, and the Escrow Bank
shall thereupon be released and dischazged with respect thereto and hereto and all liability of the
Escrow Bank with respect to such money shall thereupon cease and (ii) excess moneys held by
the Escrow Bank not needed for the payment and discharge of the Prior Special Tax Bonds shall
be transferred to the Bond Fund under the Fiscal Agent Agreement.
Section 10. Severabilitv. If any. section, pazagraph, sentence, clause or
provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable,
the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall
not affect any of the remaining provisions of this Escrow Agreement.
Section 11. Notice of Escrow Bank, Authority and Community Facilities
District. Any notice to or demand upon the Escrow Bank may be served and presented, and such
demand may be made, at the principal corporate trust office of the Escrow Bank as specified by
the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Fiscal Agent
Agreement or by physical delivery with confirmation of receipt or by confirmed telecopy. Any
notice to or demand upon the City or the Community Facilities District shall be deemed to have
been sufficiently given or served for all purposes by being mailed by registered or certified mail,
and deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the Prior Fiscal Agent Agreement (or such other address as may have been filed in writing by the
City or the Community Facilities District with the Escrow Bank).
Section 12. Mereer or Consolidation of Escrow Bank. Any company into
which the Escrow Bank may be merged or converted or with which it may be consolidated or
any company resulting from any merger, conversion or consolidation to which it shall be a party
or any company to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as Trustee under the
Indenture and the Prior Fiscal Agent Agreement, shall be the successor hereunder to the Escrow
Bank without the executiori or filing of any paper or any further act.
Section 13.'' Execution iti Several Counterparts. This Escrow Agreement may
be executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original;' and' all such counterparts shall constitute but one and the same
instrument. ` "
~~ .,
09960.00000\6999164. 15
P505
IN WITNESS WHEREOF, the City, the Community Facilities District and the
Escrow Bank have each caused this Escrow Deposit and Trust Agreement to be executed by their
duly authorized officers all as of the date first above written.
CITY OF RANCHO CUCAMONGA
By:
City Manager
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2001-01
By:
City Manager
WELLS FARGO BANK, N.A., as Escrow Bank
By:
Authorized Officer
i6
P506
EXHIBIT A
IDENTIFICATION OF AND PAYMENT SCHEDULE FOR
ESCROWED FEDERAL SECURITIES
Security Maturity Date Amount Rate
Purchase Purchase Cash Total
Date Amount Deposit Escrow Cost
09960.00000\6999164. I I
P507
EXHIBIT B
PAYMENT SCHEDULE OF PRIOR SPECIAL TAX BONDS
Principal Date Principal Interest Escrow Receipts
09960.00000\6999164. I 1
P508
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO. 2001-01
IMPROVEMENT AREA NO. 1 AND NO.2 SPECIAL TAX BONDS, SERIES 2001-A
NOTICE IS HEREBY GIVEN that on Mazch 1, 2012 (the "Redemption Date"),
the above-captioned bonds (the "Bonds") have been called for redemption pursuant to Section
2.3(A) of the Fiscal Agent Agreement, dated as of August I, 2001, by and between Wells Fazgo
Bank, N.A., as fiscal agent (the "Fiscal Agent"), and the City of Rancho Cucamonga Community
Facilities District No. 2001-01 (the "Community Facilities District"). The Bonds will be prepaid
at 101 % of the principal amount, plus accrued interest (the "Redemption Price"). Interest will be
paid in the usual manner.
The CUSIP numbers and maturity dates of the Bonds are listed below:
CUSIP Number
Maturity Date
The Bonds aze due and payable at the office of the Trustee on Redemption Date.
Interest will cease to accrue on the Bonds from and after the Redemption Date. The Bonds
should be presented for redemption to the office of the Trustee at the following address:
[TO COME]
To avoid a 28% back-up withholding tax required by Federal law, holders of
Bonds must submit with their Bonds a completed IRS Form W-9. For your convenience a Form
W-9 has been enclosed.
The CUSIP number has been assigned by Standard & Poor's Corporation and is
included solely for the convenience of the holders of Bonds. Neither the Community Facilities
District nor the Trustee shall be responsible for the selection or use of the CUSIP numbers nor is
any representation made as to their correctness on the Bonds or as indicated in any redemption
Notice.
Dated: WELLS FARGO BANK, N.A., as Escrow Bank
09960.00000\6999164. 11
P509
ESCROW DEPOSIT AND TRUST AGREEMENT
among
CITY OF RANCHO CUCAMONGA,
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2001-O1
IMPROVEMENT AREA N0.3
and
WELLS FARGO BANK, N.A.,
as Escrow Bank
Dated as of November 1, 2011
60285.00017\7020168.1
P510
TABLE OF CONTENTS
Page
SECTION 1. APPOINTMENT OF ESCROW BANK ......................................................... ...... 2
SECTION 2. ESTABLISHMENT OF ESCROW FUND ..................................................... ...... 2
SECTION 3. DEPOSIT INTO ESCROW FUND; INVESTMENT OF AMOUNTS ........... ...... 2
SECTION 4. INSTRUCTIONS AS TO APPLICATION OF DEPOSIT; AUTHORITY
RETAINS RIGHT OF OPTIONAL REDEMPTION ...................................... ...... 3
SECTION 5. APPLICATION OF CERTAIN TERMS OF PRIOR FISCAL AGENT
AGREEMENT ................................................................................................. ...... 3
SECTION 6. COMPENSATION TO ESCROW BANK ...................................................... ...... 3
SECTION 7. LIABILITIES AND OBLIGATIONS OF ESCROW BANK ......................... ...... 3
SECTION 8. AMENDMENT ................................................................................................ ...... 4
SECTION 9. TERMINATION; UNCLAIMED MONEY .................................................... ...... 4
SECTION 10. SEVERABILITY ............................................................................................. ......5
SECTION 11. NOTICE OF ESCROW BANK, AUTHORITY AND COMMUNITY
FACILITIES DISTRICT ................................................................................. ...... 5
SECTION 12. MERGER OR CONSOLIDATION OF ESCROW BANK ............................. ...... 5
SECTION 13. EXECUTION IN SEVERAL COUNTERPARTS .......................................... ...... 5
EXHIBIT A -IDENTIFICATION OF AND PAYMENT SCHEDULE FOR
ESCROWED FEDERAL SECURITIES ............................................................ A-1
EXHIBIT B -PAYMENT SCHEDULE OF PRIOR SPECIAL TAX BONDS ........................ B-1
EXHIBIT C -CONDITIONAL NOTICE OF REDEMPTION ................................................. C-1
60285.00017\7020168.1 _j_
P511
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT, dated as of November
1, 2011 (the "Escrow Agreement", among CITY OF RANCHO CUCAMONGA (the "City"),
CITY OF RANCHO CUCAMONGA COMMUNITY FACILITIES DISTRICT NO. 2001-01, a
community facilities district organized and existing by virtue of the Constitution and laws of the
State of California (the "Community Facilities District"), and WELLS FARGO BANK, N.A., as
Escrow Bank (the "Escrow Bank");
WITNESSETH:
WHEREAS, the City, acting for and on behalf of the Community Facilities
District, has heretofore entered into a Fiscal Agent Agreement with Wells Fazgo Bank, N.A., as
fiscal agent (the "Prior Fiscal Agent"), dated as of August 1, 2001 (the "Prior Fiscal Agent
Agreement"); and
WHEREAS, pursuant to the Prior Fiscal Agent Agreement the City, acting for
and on behalf of the Community Facilities District, issued the City of Rancho Cucamonga
Community Facilities District No. 2001-01 Improvement Area No. 3 Special Tax Bonds, Series
2001-B issued in the original principal amount of $935,000 (the "Prior Special Tax Bonds"); and
WHEREAS, the Prior Fiscal Agent Agreement provides that in the event that the
City, acting on behalf of the Community Facilities District, irrevocably deposits with the Fiscal
Agent, in trust, cash and Federal Securities (as defined in the Prior Fiscal Agent Agreement) in
such amount as the City shall determine as confirmed by an independent certified public
accountant will, together with interest to accrue to thereon and moneys then on deposit in the
Reserve Fund and the Bond Fund established pursuant to the Prior Fiscal Agent Agreement,
sufficient to pay and discharge on such Bonds at or before maturity, then the obligations of the
City under the Prior Fiscal Agent Agreement shall cease and terminate with respect to the
obligations so discharged; and
WHEREAS, the City and the Community Facilities District has determined that
it is in the best interests of the Community Facilities District at this time to refinance the Prior
Special Tax Bonds and cause the redemption thereof on March 1, 2012, at a redemption price of
100% of the principal amount thereof, plus accrued interest; and
WHEREAS, the City and the Community Facilities District propose to make the
deposit of moneys and Federal Securities and to appoint the Escrow Bank as their agent for the
purpose of applying said deposit to the redemption of the Prior Special Tax Bonds in accordance
with the instructions provided by this Escrow Agreement and of applying said payments to the
payment and redemption of the Prior Special Tax Bonds in accordance with the Prior Fiscal
Agent Agreement, and the Escrow Bank will accept said appointment; and
WHEREAS, to obtain moneys to make such deposit, the Community Facilities
District proposes to issue its $ Community Facilities District No. 2001-01
Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011 (the "2011 Bonds")
pursuant to that certain Fiscal Agent Agreement, dated as of November 1, 2011 (the "Fiscal
60285.00017\7020165.1
P512
Agent Agreement"), by and between the Community Facilities District and the Fiscal Agent;
and
WHEREAS, the City and the Community Facilities District wish to make such
deposits with the Escrow Bank and to enter into this Escrow Agreement for the purpose of
providing the terms and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the
irrevocable escrow and trust created herein and to perform the duties and obligations to be
undertaken pursuant to this Escrow Agreement.
NOW; THEREFORE, in consideration of the above premises and of the mutual
promises and coveriants herein contained and for other valuable consideration, the parties hereto
do hereby agree as follows:
Section 1. Anointment of Escrow Bank. The City and the Community
Facilities District hereby appoints the Escrow Bank as escrow bank for all purposes of this
Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement,
and the Escrow Bank hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the
City and the Community 'Facilities District with, and to be held by, the Escrow Bank, an
irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Community
Facilities District and for the benefit of the owners of the Prior Special Tax Bonds, said escrow
to be designated the "Escrow Fund." All moneys and Federal Securities deposited in the Escrow
Fund shall be held as a' special fund for the payment of the debt service payments in accordance
with the provisions of the Prior Fiscal Agent Agreement. If at any time the Escrow Bank shall
receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be
sufficient to make any payment required by Section 5 hereof, the Escrow Bank shall notify the
Community Facilities District of such fact and the Community Facilities District shall
immediately cure such deficiency.
Sectiom3: Deposit into Escrow Fund; Investment of Amounts. Concurrently
with delivery of the Bonds, the City and Community Facilities District shall cause to be
transferred to the Escrow Bank for deposit into the Escrow Fund the amount of
$ in immediately available funds which shall be derived as follows:
$ ' ' representing funds on deposit in the Fund and
Fund with respecf'to' the Prior Special Tax Bonds and $ to come from the
proceeds of the 20T 1`Bonds:
;,
The Escrow Bank shall [hold] [invest] all of the moneys deposited into the
Escrow Fund pursuant to the preceding paragraph [in cash] [in the Federal Securities set forth in
Exhibit A attached hereto and by this reference incorporated herein (the "Escrowed Federal
Securities"). The purchase price of the Escrowed Federal Securities is $ The
remainder in the Escrow Fund ($~ shall be held in cash uninvested (the "Cash"). The
Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow
Fund solely for the uses and purposes set forth herein.]
2
6ozss.oooiwozoi6s.i
P513
The Escrow Bank shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the
provisions hereof.
Section 4. Instructions as to Application of Deposit; Authority Retains Right
of Optional Redemption. The City and the Community Facilities District hereby irrevocably
direct and instruct the Escrow Bank to redeem the outstanding Prior Special Tax Bonds in full on
March 1, 2012 at a prepayment price of 101% of the principal amount thereof, all as more
particularly set forth in Exhibit B attached hereto and hereby made a part hereof. For such
purpose of call and redemption prior to maturity of the Prior Special Tax Bonds, the City and the
Community Facilities District hereby instruct the Escrow Bank, and the Escrow Bank hereby
agrees to cause to be given notice of redemption of the Prior Special Tax Bonds on or before
January 31, 2012, such notice of redemption to be given substantially in the form set for in
Exhibit C attached hereto and hereby made a part hereof and timely for redemption of the Prior
Special Tax Bonds on Mazch 1, 2012, in accordance with the applicable provisions of the Prior
Fiscal Agent Agreement.
Section 5. Application of Certain Terms of Prior Fiscal Agent A>reement.
All of the terms of the Prior Fiscal Agent Agreement relating to the making of payments of
principal and interest with respect to the Prior Special Tax Bonds are incorporated in this Escrow
Agreement as if set forth in full herein. The provisions of the Prior Fiscal Agent Agreement
relating to the limitations from liability and protections afforded the Prior Fiscal Agent and the
resignation and removal of the Prior Fiscal Agent are also incorporated in this Escrow
Agreement as if set forth in full herein and shall be the procedure to be followed with respect to
any resignation or removal of the Escrow Bank hereunder.
Section 6. Compensation to Escrow Bank. The Community Facilities District
shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement,
including out-of-pocket costs such as publication costs, prepayment or redemption expenses,
legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses
relating to the purchase of any Federal Securities afrer the date hereof, pursuant to a sepazate
agreement between the Community Facilities District and the Escrow Bank. Under no
circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said
purposes.
Section 7. Liabilities and Obligations of Escrow Bank. The Escrow Bank
shall have no obligation to make any payment or disbursement of any type or incur any financial
liability in the performance of its duties under this Escrow Agreement unless the Community
Facilities District shall have deposited sufficient funds with the Escrow Bank to satisfy such
obligation. The Escrow Bank may rely and shall be protected in acting upon the written
instructions of the City and/or the Community Facilities District or its agents relating to any
matter or action as Escrow Bank under this Escrow Agreement.
The Escrow Bank undertakes such duties as specifically set forth herein and no
implied duties or obligations shall be read into this Escrow Agreement against the Escrow Bank.
The Community Facilities District hereby assumes liability for, and hereby agrees
(whether or not any of the transactions contemplated hereby aze consummated) to indemnify,
3
60285.000177020168.1
P514
protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents
and servants from and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements)
of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any
time, the Escrow Bank (whether or not also indemnified against by any other person under any
other agreement or instrument) and in anyway relating to or azising out of the execution and
delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the
moneys therein and any payment, transfer or other application of moneys or securities by the
Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by
reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
duties; provided, however, that the Community Facilities District shall not be required to
indemnify the Escrow Bank against its own negligence or misconduct. The indemnities
contained in this Section 8 shall survive the termination of this Escrow Agreement and the
resignation and removal of the Escrow Bank.
The Escrow Bank shall not have any liability hereunder except to the extent of its
own negligence or willful misconduct. In no event shall the Escrow Bank be liable for any
special indirect or consequential damages.
The Escrow Bank may consult with counsel of its own choice and the opinion of
such counsel shall be full and complete authorization to take or suffer in good faith any action
hereunder in accordance with such opinion of counsel.
The Escrow Bank shall not be responsible for any of the recitals or
representations contained herein.
No provision of this Escrow Agreement shall require the Escrow Bank to expend
or risk its own funds or otherwise incur any financial liability in the performance or exercise of
any of its duties hereunder, or in the exercise of its rights or powers.
Section 8. Amendment. This Escrow Agreement may be modified or
amended 'at any time by a supplemental agreement which shall become effective when the
written consents of the owners of one hundred percent (100%) in aggregate principal amount of
the Prior Special Tax Bonds then outstanding shall have been filed with the Escrow Bank. This
Escrow Agreement may be modified or amended at any time by a supplemental agreement,
without the consent of any such owners, but only (1) to add to the covenants and agreements of
any party, other covenants to be observed, or to surrender any right or power herein or therein
reserved to the Community Facilities District, (2) to cure, correct or supplement any ambiguous
or defective provision contained herein, or (3) in regard to questions azising hereunder or
thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the
opinion of counsel, shall not adversely affect the interests of the owners of the Prior Special Tax
Bonds or the Bonds, and that such amendment will not cause interest on the Prior Special Tax
Bonds or the Bonds to become subject to federal income taxation.
Section 9. Termination; Unclaimed Monev. This Escrow Agreement shall
terminate when the Prior Special Tax Bonds have been paid; provided, however, that (i) money
held by the Escrow Bank pursuant to this Escrow Agreement for the payment and discharge of
any of the Prior Special Tax Bonds (which shall not be payable as to interest from and after the
4
60285.000177020168.1
P515
date set for redemption) which remain unclaimed for two (2) yeazs after such payments were
due, shall be repaid by the Escrow Bank to the Community Facilities District free from the trust
created by the Prior Fiscal Agent Agreement and this Escrow Agreement, and the Escrow Bank
shall thereupon be released and dischazged with respect thereto and hereto and all liability of the
Escrow Bank with respect to such money shall thereupon cease and (ii) excess moneys held by
the Escrow Bank not needed for the payment and dischazge of the Prior Special Tax Bonds shall
be transferred to the Bond Fund under the Fiscal Agent Agreement.
Section 10. Severability. If any section, paragraph, sentence, clause or
provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable,
the invalidity or unenforceability of such section, pazagraph, sentence, clause or provision shall
not affect any of the remaining provisions of this Escrow Agreement.
Section 11. Notice of Escrow .Bank, Authoritv and Community Facilities
District. Any notice to or demand upon the Escrow Bank may be served and presented, and such
demand may be made, at the principal corporate trust office of the Escrow Bank as specified by
the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Fiscal Agent
Agreement or by physical delivery with confirmation of receipt or by confirmed telecopy. Any
notice to or demand upon the City or the Community Facilities District shall be deemed to have
been sufficiently given or served for all purposes by being mailed by registered or certified mail,
and deposited, postage prepaid, in a post office letter box, addressed to such party as provided in
the Prior Fiscal Agent Agreement (or such other address as may have been filed in writing by the
City or the Community Facilities District with the Escrow Bank).
Section 12. Merger or Consolidation of Escrow Bank. Any company into
which the Escrow Bank may be merged or converted or with which it may be consolidated or
any company resulting from any merger, conversion or consolidation to which it shall be a party
or any company to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as Trustee under the
Indenture and the Prior Fiscal Agent Agreement, shall be the successor hereunder to the Escrow
Bank without the execution or filing of any paper or any further act.
Section 13. Execution iri Several Counterparts. This Escrow Agreement may
be executed in any number of couriterpazts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts shall constitute but one and the same
instrument.
5
60285.00017\7020168.1
P516
IN WITNESS WHEREOF, the City, the Community Facilities District and the
Escrow.Bank have each caused this Escrow Deposit and Trust Agreement to be executed by their
duly authorized officers all as of the date first above written.
CITY OF RANCHO CUCAMONGA
By:
City Manager
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT NO.
2001-01
By:
City Manager
WELLS FARGO BANK, N.A., as Escrow Bank
By:
Authorized Officer
60285.00017\7020168.1
P517
EXHIBIT A
IDENTIFICATION OF AND PAYMENT SCHEDULE FOR
ESCROWED FEDERAL SECURITIES
60285.00017\7020168.1
P518
EXHIBIT B
PAYMENT SCHEDULE OF PRIOR SPECIAL TAX BONDS
Principal Date Principal Interest Escrow Receipts
B-1
60285.00017\7020168.1
P579
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF RANCHO CUCAMONGA
COMMUNITY FACILITIES DISTRICT N0.2001-01
IMPROVEMENT AREA NO. 3 SPECIAL TAX BONDS, SERIES 2001-B
NOTICE IS HEREBY GIVEN that on Mazch 1, 2012 (the "Redemption Date"),
the above-captioned bonds (the "Bonds") have been called for redemption pursuant to Section
2.3(A) of the Fiscal Agent Agreement, dated as of August 1, 2001, by and between Wells Fazgo
Bank, N.A., as fiscal agent (the "Fiscal Agent"), and the City of Rancho Cucamonga Community
Facilities District No. 2001-O1 (the "Community Facilities District"). The Bonds will be prepaid
at 101 % of the principal amount, plus accrued interest (the "Redemption Price"). Interest will be
paid in the usual manner.
The CUSIP numbers and maturity dates of the Bonds are listed below:
CUSIP Number Maturity Date
The Bonds are due and payable at the office of the Trustee on Redemption Date.
Interest will cease to accrue on the Bonds from and after the Redemption Date. The Bonds
should be presented for redemption to the office of the Trustee at the following address:
[TO COME]
To avoid a 28% back-up withholding tax required by Federal law, holders of
Bonds must submit with their Bonds a completed IRS Form W-9. For your convenience a Form
W-9 has been enclosed.
The CUSIP number has been assigned by Standard & Poor's Corporation and is
included solely for the convenience of the holders of Bonds. Neither the Community Facilities
District nor the Trustee shall be responsible for the selection or use of the CUSIP numbers nor is
any representation made as to their correctness on the Bonds or as indicated in any redemption
Notice.
Dated: WELLS FARGO BANK, N.A., as Escrow Bank
C-1
60285.000177020168.1
P520
Jones Hall Draft 11-29-11
PRELIMINARY OFFICIAL STATEMENT , 2011
NEW ISSUE-FULL BOOK ENTRY NOT RATED
Assuming compliance with certain covenants and provisions of the Internal Revenue Code of 1986, in the opinion o/ Bond
Counsel, interest on the Bonds will not be includable in gross income for /ederal income tax purposes although it may be includable
in the calculation for certain faxes. Also in the opinion o/ Bond Counsel, interest on the Bonds will be exempt /rom State personal
income faxes. See "LEGAL MATTERS- Tax Matters.
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
SPECIAL TAX REFUNDING REVENUE BONDS, SERIES 2017
Dated: Date of Delivery Due: September 1 as shown below
The captioned bonds (the "Bonds") are being issued by the Rancho Cucamonga Public Finance Authority (the "AUthorhy"),
pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of.Title t of the Government Code of the
State of California to acquire certain special tax refunding bonds (the'Special Tax Refunding Bonds"). The Special Tax Refunding
Bonds are being issued by three community facilities districts (the "CFDS") within and formed by the City of Rancho Cucamonga (the
"City") to refund four outstanding series of bonds (the "Prior Bonds"). The Bonds are payable solely from "Revenues" pledged by the
Authority pursuant to that certain Indenture of Trust, dated as of December 1, 2017 (the "Indenture"), by and between the Authority
and Wells Fargo Bank, National Association, as trustee (the "Trustee"). Revenues consist primarily of special taxes levied in the
CFDS and paid to the Authority as debt service on the Special Tax Refunding Bonds.
The Bonds will be issued in denominations of $5,000 or multiples of $5,000. Interest is payable on September 1, 2012 and
semiannually thereafter on September 1 and March 1 each year. The Bonds will be initially issued only in book-entry form and
registered to Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities•
depository of the Bonds. Individual purchases of the Bonds will be made in book-entry form only. Purchasers of the Bonds will not
receive physical certificates representing their ownership interests in the Bonds purchased. Pdncipal and interest (and premium, if
any) on the Bonds are payable by the Trustee to DTC, which remits such payments to its Participants for subsequent distribution to
the registered owners as shown on the Trustee's books as of the fifteenth day of the calendar month immediately preceding each
interest payment date. See "THE BONDS -Book-Entry Only System" and "- General Provisions."
The Bonds are subject to redemption prior to maturity as described in this Official Statement.
The Bonds may not be appropriate investments for certain individuals. See "SPECIAL RISK FACTORS" for a
discussion of the risk factors that should be considered in evaluating the investment quality of the Bonds.
THE BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED SOLELY BY
THE REVENUES AND FUNDS PLEDGED IN THE INDENTURE. THE BONDS ARE NOT A DEBT OR LIABILITY OF THE CITY,
THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AUTHORITY TO THE LIMITED
EXTENT DESCRIBED IN THIS OFFICIAL STATEMENT, AND NEITHER THE FAITH AND CREDIT OF THE AUTHORITY, THE
CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS ARE PLEDGED TO THE PAYMENT OF PRINCIPAL OF,
PREMIUM, IF ANY, OR INTEREST ON THE BONDS AND NEITHER THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT
DESCRIBED IN THIS OFFICIAL STATEMENT), THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE
FOR THE PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS, NOR IN ANY EVENT SHALL THE
BONDS OR ANY INTEREST OR REDEMPTION PREMIUM BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN
THOSE OF THE AUTHORITY AS SET FORTH IN THE INDENTURE. NEITHER THE BONDS NOR THE OBLIGATION TO MAKE
PAYMENTS UNDER THE SPECIAL TAX REFUNDING BONDS CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE
CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR
STATUTORY DEBT LIMITATION OR RESTRICTION. THE AUTHORITY HAS NO TAXING POWER.
Maturity Schedule
(see inside cover)
The Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their legality by
Best Best 8 Krieger LLP, San Diego, California, as Bond Counsel. Certain legal matters will be passed upon (or the Authority by
Richards, Watson & Gershon, Los Angeles, California. Jones Hall, A Professional Law Corporation, San Francisco, California is
acting as Disclosure Counsel to the Authodty. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca
Cadson & Raulh, a Professional Corporation, Newport Beach, California. It is anticipated that the Bonds in definitive form will be
available for delivery to DTC in New York, New York on or about , 2011.
[Logo of Stone 8 Youngberg]
Dated: , 2011.
'Preliminary; subject to change.
P521
MATURITY SCHEDULE'
$ Serial Bonds
(Base CUSIPt: I
Maturity Principal Interest CUSIPt Maturity Principal Interest CUSIPt
(Sent. 11 ~Il( $g_t@ Y~i~IQ um r (Sent. 11 Amount $g~ Yield
$ %Term Bonds due September 1, 20_ -Yield: % -CUSIPt
} CUSIP is a registered trademark of the American Bankers Association. CUSIP data in this Official Statement are provided by
CUSIP Global Services, managed by Standard 8 Poor's Financial Services LLC on behalf of The American Bankers Association.
These data are not intended to create a database and do not serve in any way as a substitute for the CUSIP services. None of the
Authority, the Cily or the Underwriter is responsible for the selection or correctness of the CUSIP numbers set (orlh above.
P522
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
AUTHORITY BOARD OF DIRECTORS AND CITY COUNCIL MEMBERS
L. Dennis Michael, Mayor
Sam Spagnolo, Mayor Pro Tempore
William J. Alexander, Council Member
Chuck Buquet, Council Member
Diane Williams, Council Member
OTHER ELECTED OFFICIALS
James C. Frost, City Treasurer
Janice C. Reynolds, City Clerk
AUTHORITY AND CITY STAFF
John R. Gillison, City Manager
Linda Daniels, Assistant City Manager
Tamara L. Layne, Finance Director
Ingrid Bruce, GIS/Special Districts Manager
James L. Markman, Esq., City Attorney
FINANCING SERVICES
BOND COUNSEL
Best Best & Krieger LLP
San Diego, California
DISCLOSURE COUNSEL
Jones Hall, A Professional Law Corporation
San Francisco, California
FINANCIAL ADVISOR
Fieldman, Rolapp & Associates
Irvine, California
TRUSTEEIESCROW AGENT
Wells Fargo Bank, National Association
Los Angeles, California
VERIFICATION AGENT
Causey Demgen & Moore Inc.
Denver, Colorado
SPECIAL TAX ADMINISTRATOR
David Taussig & Associates, Inc.
Newport Beach, California
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TABLE OF CONTENTS
Paae
INTRODUCTION ............................................... ...1
The City .......................................................... ...1
The Authority ................................................. ...1
Financing Purpose ........................................ ...2
Legal Authority .............................................. ...2
Description of the Bonds .............................. ...3
Sources of Payment for the Bonds .............. ...3
Sources of Payment for the Special Tax
Refunding Bonds ...................................... ...3
Professionals Involved in the Offering ......... ...4
Continuing Disclosure ................................... ...4
FINANCING PLAN ............................................ ...5
Purpose of Issue and the Refunding Plan... ...5
Estimated Sources and Uses of Funds....... ...6
THE BONDS ...................................................... ...6
General Provisions ........................................ ...6
Redemption ................................................... ...7
Payment, Registration, Transfer and
Exchange of Bonds ................................... ...9
Book-Entry Only System ......:....................... .10
Estimated Debt Service Schedules: Bonds
and Special Tax Refunding Bonds....:..... .11
SECURITY FOR THE BONDS ........................ .13
G e n e ra I .......................................................... .13
Revenues ....................................................... .13
Revenue Fund ............................................... .13
No Reserve Fund ............................:............. .15
Additional Bonds ........................................... .15
SECURITY FOR THE SPECIAL TAX
REFUNDING BONDS ................................... .15
G e n e ra I .......................................................... .15
No Cross Collateralization ............................ .16
Limited Obligation ......................................... .16
Special Taxes ................................................ .16
Special Tax Fund .......................................... .17
Priority of Lien ................................................ .19
Reserve Fund ................................................ .19
Covenant to Commence Foreclosure
Proceeding; Ciry Practices ....................... .19
No Teeter Plan .............................................. .21
Issuance of Additional Bonds ....................... .21
THE CFDS IN THE AGGREGATE .........:........ .22
Introduction .................................................... .22
Varying Maturity Dates of the Special Tax
Refunding Bonds ...................................... .22
Land Use Summary and Development
Status ......................................................... . 2 3
Land Ownership in the CFDS on an
Aggregate Basis ........................................ .24
Property Values and Value-to-Burden
Ratios on an Aggregate Basis ................. .27
Delinquencies ................................................ .30
Overlapping Liens ......................................... .30
CFD 2000-01 ..................................................... .32
Paae
Location and Description of CFD 2000-01... 32
Land Use Distribution ................................... . 32
Assessed Property Values ........................... .32
Value-to-Burden Ratio .................................. .33
Major Land Owners ...................................... .36
Delinquencies ............................................... . 36
Direct and Overlapping Governmental
Obligations ................................................ . 37
Projected Debt Service Coverage ............... . 38
CFD 2000-02 ..................................................... . 41
Location and Description of CFD 2000-02.. .41
Land Use Distribution ................................... . 41
Assessed Property Values ........................... . 43
Value-to-Burden Ratio .................................. .43
Major Land Owners ...................................... .46
Delinquencies ............................................... .47
Direct and Overlapping Governmental
Obligations ................................................ . 48
Projected Debt Service Coverage ............... :49
CFD 2001-01 -IMPROVEMENT AREAS
NOS. 1 AND 2 ............................................... .51
Location and Description of CFD 2001-01
(IA 1 &2) .................................................... .. 51
Land Use Distribution .................................. ..51
Assessed Property Values .......................... ..53
Value-to-Burden Ratio ................................. ..53
Major Land Owners ..................................... .. 56
Delinquencies .............................................. .. 57
Direct and Overlapping Governmental
Obligations ............................................... .. 58
Projected Debt Service Coverage .............. .. 60
CFD 2001-01 -IMPROVEMENT AREA NO.
3 .................................................................... .. 63
Location and Description of CFD 2001-01
(IA3) .......................................................... .. 63
Land Use Distribution .................................. ..63
Assessed Property Values .......................... ..65
Value-to-Burden Ratio ................................. ..66
Major Land Owners ..................................... .. 68
Delinquencies .............................................. .. 70
Direct and Overlapping Governmental
Obligations ............................................... .. 71
Projected Debt Service Coverage .............. .. 72
GENERAL RISK FACTORS RELATING TO
THE BONDS ................................................ ..73
Varying Maturities of Special Tax
Refunding Bonds ..................................... .. 73
Loss of Tax Exemption ................................ .. 75
Secondary Market ........................................ .. 75
RISK FACTORS RELATING TO THE
CFDS ....:................................................... .. 76
Concentration of Property Ownership........ .. 76
Risks Associated with Commercial Real
Estate Properties ..................................... ..76
P524
Payment of the Special Tax is not a
Personal Obligation ................................ ...77
No General Obligation of the CFDs ........... ...77
No Cross Collateralization .......................... ...77
Property Value ............................................. ...77
Exempt Properties ....................................... ...78
Parity Taxes and Special Assessments .... ...79
Insufficiency of Special Taxes .................... ...79
Tax Delinquencies ....................................... ...79
Proceeds of Foreclosure Sales .................. ...80
Adjustable Rate and Non-Conventional
Mortgages; Negative Equity ................... ...81
Bankruptcy Delays ...................................... ...81
Natural Disasters ......................................... ...82
Hazardous Substances ............................... ...83
Disclosure to Future Purchasers ................ ...84
FDIC/Federal Government Interests in
Properties ............................................... .... 84
No Acceleration Provision ......................... .... 86
Enforceability of Remedies ....................... .... 86
Proposition 218 .......................................... .... 86
Ballot Initiatives .......................................... ....87
LEGAL MATTERS ......................................... ....88
Tax Matters ................................................ .... 88
Absence of Litigation ................................. .... 89
Legal Opinion ............................................. .... 89
MISCELLANEOUS ........................................ .... 89
No Ratings .................................................. .... 89
Verification of Mathematical Accuracy..... ....89
Underwriting ............................................... .... 90
Additional Information ................................ .... 90
APPENDIX A - Summary of Principal Legal Documents
APPENDIX B - General Information About the City of Rancho Cucamonga
APPENDIX C - Rate and Method of Apportionment of Special Taxes for the CFDs and Improvement
Areas
APPENDIX D - Form of Bond Counsel Opinion
APPENDIX E - Form of City Continuing Disclosure Certificate
APPENDIX F - DTC and the Book-Entry-Only System
P525
No dealer, broker, salesperson or other person has been authorized by the Authority, the City or
the Underwriter to give any information or to, make any representations with respect to the
Bonds other than those contained in this Official Statement and, if given or made, such other
information or representation must not be relied upon as having been authorized by any of the
foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the Bonds in any jurisdiction in which it is unlawful to
make such offer. solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds.
Statements contained in this Official Statement which involve estimates, forecasts or matters of
opinion, whether or not expressly so described in this Official Statement, are intended solely as
such and are not to be construed as representations of fact.
The information set forth in this Official Statement has been provided by the Authority, the City
and other sources that are believed by the Authority and the City to be reliable. The Underwriter
has provided the following sentence for inclusion in this Official Statement: The Underwriter has
reviewed the information in this Official Statement in accordance with, and as part of, its
responsibility to investors under the federal securities law as applied to the facts and
circumstances of this transaction, but the Underwriter does not guarantee the accuracy or
completeness of such information. The information and expression of opinion in this Official
Statement are subject to change without notice and neither the delivery of this Official
Statement nor any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in affairs of the Authority, the City or the CFDs since the date of
this Official Statement. This Official Statement, including any supplement or amendment, is
intended to be deposited with one or more repositories.
In connection with this offering, the Underwriter may overallot or effect transactions which may
stabilize or maintain the market price of the Bonds at a level above that which might otherwise
prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 21 E of the United States Securities Exchange Act of
1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended.
Such statements are generally identifiable by the terminology used such as "plan," "expect,"
"estimate," "project," "budget' or other similar words.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN
SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE AUTHORITY DOES NOT
PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING
STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR
CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.
The City maintains an Internet website, but the information on that website is not incorporated
by reference in this Official Statement.
P526
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P527
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P528
OFFICIAL STATEMENT
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
SPECIAL TAX REFUNDING REVENUE BONDS,
SERIES 2011
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and Appendices
(the "Official Statement"), is to provide certain information concerning the sale and issuance of
the captioned bonds (collectively, the "Bonds").
This Introduction is not a summary of this Official Statement. It is only a brief description
of and guide to, and is qualified by, more complete and detailed information contained in the
entire Official Statement, including the cover page and appendices, and the documents
summarized or described in this Official Statement. A full review should be made of the entire
Official Statement. The offering of the Bonds to potential investors is made only by means of
the entire Official Statement.
The City
The City of Rancho Cucamonga (the "City") is located in the foothills of the Los Angeles-
San Bernardino Basin in the western portion of San Bernardino County (the "County'),
approximately 40 miles east of the City of Los Angeles and 18 miles west of the City of San
Bernardino. The City was incorporated as a general law city on November 30, 1977. It
maintains acouncil-manager form of government, with the Mayor and Council Members elected
at-large for four-year overlapping terms. For certain information regarding the City, see
"APPENDIX B -General Information About the City of Rancho Cucamonga."
The Authority
The Rancho Cucamonga Public Finance Authority (the "Authority") is a joint exercise of
powers authority organized and existing pursuant to Articles 1 through 4 (commencing with
Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of
California (the "Joint Exercise of Powers Act") and pursuant to a Joint Exercise of Powers
Agreement, dated April 22, 1999, by and among the City, the Rancho Cucamonga
Redevelopment Agency (the "Agency") and the Rancho Cucamonga Fire Protection District.
By its terms, the Joint Exercise of Powers Agreement provides that it and the Authority
will continue in full force and effect, once created, only so long as (i) revenue bonds, such as the
Bonds, remain outstanding or (ii) the Authority owns or holds any interest in a "Public Capital
Improvement" (as that term is defined in Section 6585 of the Joint Exercise of Powers Act, as in
effect on the date of the Joint Exercise of Powers Agreement). Recent litigation affecting
redevelopment agencies, including the Agency, may result in the dissolution of the Agency by
operation of law. However, even in the event of the dissolution of a redevelopment agency
pursuant to this legislation, joint exercise of powers agreements to which it is a party are
expressly determined to remain valid under the operative legislation. The Authority covenants
Preliminary; subject to change.
P529
to comply with its obligations under the Indenture and otherwise, whether the Agency is a
member or not.
Financing Purpose
The Bonds. The Bonds are being issued by the Authority to acquire the "Special Tax
Refunding Bonds" described below. See "THE FINANCING PLAN." The Bonds are payable
solely from revenues received by the Authority as the result of the payment of debt service on
the Special Tax Refunding Bonds ("Revenues"), which Revenues are calculated to be in an
amount necessary to pay principal of and interest on the Bonds. The following are the Special
Tax Refunding Bonds:
(i) CFD 2000-01 Bonds. $ City of Rancho Cucamonga
Community Facilities District No. 2000-1 (South Etiwanda) Special Tax Refunding
Bonds, Series 2011. See "CFD 2000-01" below.
(ii) CFD 2000-02 Bonds. $ City of Rancho Cucamonga
Community Facilities District No. 2001-2 (Rancho Cucamonga Corporate Park) Special
Tax Refunding Bonds, Series 2011. See "CFD 2000-2" below.
(iii) CFD 2001-01 (IA 1&21 Bonds. $ City of Rancho
Cucamonga Community Facilities District No. 2001-01 Improvement Area No. 1 and
Improvement Area No. 2 Special Tax Refunding Bonds, Series 2011. See "CFD 2001-1
(IA 1&2)" below.
(iv) CFD 2001-01 (IA31 Bonds. $ City of Rancho Cucamonga
Community Facilities District No. 2001-01 Improvement Area No. 3 Special Tax
Refunding Bonds, Series 2011 B. See "CFD 2001-1 (IA3)" below.
The community facilities districts issuing the Special Tax Refunding Bonds are collectively
referred to in this Official Statement as the "CFDs." The CFDs and the improvement areas in
CFD 2001-01 are referred to as the "CFDs and the Improvement Areas." See "Source of
Payment for the Bonds" below.
The Special Tax Refunding Bonds. The net proceeds of the Special Tax Refunding
Bonds, along with other available funds, will be used (i) to make a deposit into the Escrow Fund
created for each of four series of outstanding bonds (the "Prior Bonds") for the purpose of
paying (A) principal of and interest on the Prior Bonds through the first optional redemption
dates for each issue and (B) the remaining outstanding principal of the Prior Bonds on such
redemption dates, (ii) to fund a debt service reserve fund for each series of Special Tax
Refunding Bonds, and (iii) to pay certain costs of issuing the Special Tax Refunding Bonds.
See "FINANCING PLAN."
Legal Authority
The Bonds. The Bonds are being issued under Article 4 of the Joint Exercise of Powers
Act (the "Bond Law") and an Indenture of Trust dated as of December 1, 2011 (the
"Indenture'), by and between the Authority and Wells Fargo Bank, National Association, as
trustee (the "Trustee").
The Special Tax Refunding Bonds. The Special Tax Refunding Bonds are being
issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being
P530
Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the
"Mello-Roos Act"), and four separate Fiscal Agent Agreements, each dated as of December 1,
2011 (each, a "CFD Fiscal Agent Agreement"), each by and between the applicable CFD and
Wells Fargo Bank, National Association, as fiscal agent (the "CFD Fiscal Agent").
Description of the Bonds
Payments. Interest on the Bonds is payable on September 1, 2012, and semiannually
thereafter on September 1 and March 1 each year. Principal of and premium, if any, on the
Bonds will be payable by the Trustee. See "THE BONDS -General Provisions" and "- Book-
Entry Only System."
$5,000
Denominations. The Bonds will be issued in denominations of $5,000 or multiples of
Redemption. The Bonds are subject to redemption prior to their maturity. See "THE
BONDS -Redemption."
Registration, transfers and exchanges. The Bonds will be issued as fully registered
bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company,
New York, New York ("DTC"), and will be available to actual purchasers of the Bonds (the
"Beneficial Owners") under the book-entry system maintained by DTC. See "THE BONDS -
Payment, Registration, Transfer and Exchange of Bonds" and "Book-Entry Only System."
Sources of Payment for the Bonds
Pursuant to the Indenture, the Authority has pledged as security for the full and timely
payment of debt service on the Bonds (i) all of the Revenues and any other amounts (including
proceeds of the sale of the Bonds) held in any fund or account established pursuant to the
Indenture (excluding the Residual Account and the Rebate Fund) and (ii) and all of the right,
title, and interest of the Authority in the Special Tax Refunding Bonds.
"Revenues' are defined in the Indenture to include:
(a) all amounts derived from the Special Tax Refunding Bonds (see "SECURITY
FOR THE SPECIAL TAX REFUNDING BONDS"), and
(b) investment income with respect to any moneys held by the Trustee in the
funds and accounts established under the Indenture.
See "SECURITY FOR THE BONDS -Revenues; Flow of Funds."
Sources of Payment for the Special Tax Refunding Bonds
Each of the Special Tax Refunding Bonds is secured by a pledge of "Net Special Tax
Revenues" and all moneys deposited in the Bond Fund held by the CFD Fiscal Agent pursuant
to the related CFD Fiscal Agent Agreement and, until disbursed as provided in the applicable
CFD Fiscal Agent Agreement, in the Special Tax Fund (except moneys on deposit in the
Penalties and Interest Account) held by the CFD Fiscal Agent pursuant to the applicable CFD
Fiscal Agent Agreement.
P537
"Net Special Revenues" is defined in each CFD Fiscal Agent Agreement as, for each
fiscal year, all "Special Tax Revenues' received by the applicable CFD (or Improvement
Area(s)) less an amount equal to the "Priority Administrative Expenses Amount."
"Special Tax Revenues" is defined as the proceeds of the Special Taxes received by
the applicable CFD including any scheduled payments and any prepayments, related interest
and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of
the Special Taxes to the amount of said lien and related interest and penalties (excluding
"Penalties and Interest").
"Priority Administrative Expenses Amount" is a fixed amount established under each
CFD Fiscal Agent Agreement as the first priority for use of Special Taxes each fiscal year.
"Penalties and Interest" is defined as any penalties or interest in excess of the interest
payable on the applicable Special Tax Refunding Bonds that are collected in connection with
delinquent Special Taxes.
The Special Tax Refunding Bonds are not cross-collateralized. In other words,
Special Tax Revenues related to one Special Tax Refunding Bond cannot be used to
cover any shortfall in Special Tax Revenues related to any other Special Tax Refunding
Bond:
See "SECURITY FOR THE SPECIAL TAX REFUNDING BONDS" and "RISK FACTORS
RELATING TO THE CFDS."
Professionals Involved in the Offering
All proceedings in connection with the issuance of the Bonds are subject to the approval
of Best Best & Krieger LLP, San Diego, California, Bond Counsel. Richards, Watson & Gershon,
Los Angeles, California, will render a legal opinion on certain matters for the Authority. Wells
Fargo Bank, National Association, Los Angeles, California, will act as the Trustee/Escrow
Agent. Fieldman, Rolapp & Associates, Irvine, California, is acting as financial advisor to the
Authority. Stifel, Nicolaus & Company, Incorporated dba Stone & Youngberg a Division of Stifel
Nicolaus is acting as underwriter in connection with the issuance and delivery of the Bonds.
Jones Hall, A Professional Law Corporation is acting as Disclosure Counsel to the Authority.
Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson &
Rauth, a Professional Corporation, Newport Beach, California. Causey Demgen & Moore Inc.,
Denver Colorado, will provide escrow verification services. David Taussig & Associates, Inc.,
Newport Beach, California, is acting as Special Tax Administrator.
Best Best & Krieger LLP, Jones Hall, Stradling Yoca Carlson and Rauth, Fieldman
Rolapp 8 Associates and David Taussig & Associates will receive compensation as Bond
Counsel, Disclosure Counsel, Underwriter's Counsel, Financial Advisor and Special Tax
Administrator, respectively, contingent upon issuance of the Bonds.
Continuing Disclosure
The City, on behalf of the Authority and itself, has covenanted for the benefit of holders
and beneficial owners of the Bonds to provide certain financial information and operating data
relating to the Authority and the City by not later than seven months following the end of their
respective fiscal years (which currently would be by February 1 each year based upon the June
30 end of their fiscal years), commencing by February 1, 2013 with the report for fiscal year
P532
2011-12 (the "Annual Report"), and to provide notices of the occurrence of certain enumerated
events. The Annual Report will be filed by the City with the Municipal Securities Rulemaking
Board (the "MSRB"). Notices of certain enumerated events will be filed by the City with the
MSRB. The specific nature of the information to be contained in the Annual Report and the
notices of enumerated events is set forth in "APPENDIX E -Form of City Continuing Disclosure
Certificate." These covenants have been made in order to assist the Underwriter in complying
with S.E.C. Rule 15c2-12(b)(5) (the "Rule").
[Confirm] Neither the City nor the Authority has failed to comply in all material respects
with a previous undertaking under the Rule during the past five years.
FINANCING PLAN
Purpose of Issue and the Refunding Plan
Acquisition of the Special Tax Refunding Bonds. The Authority is issuing the Bonds
to purchase the Special Tax Refunding Bonds described above.
Refunding of the Prior Bonds. Certain proceeds of the Special Tax Refunding Bonds,
along with other available moneys, will be deposited into four separate escrow funds (each, an
"Escrow Fund") held by Wells Fargo Bank, National Association, as escrow agent (the
"Escrow Agent") pursuant to separate Escrow Agreements, each dated as of December 1,
2011 (the "Escrow Agreements'). Funds deposited pursuant to the Escrow Agreements will be
used to pay principal and interest payable through the redemption date identified below, and to
redeem the remaining outstanding principal amount of the following outstanding bonds
(collectively, the "Prior Bonds"):
(a) Prior CFD 2000-01 Bonds: City of Rancho Cucamonga Community
Facilities District No. 2000-01 (South Etiwanda) Special Tax Bonds, Series 2000.
(b) Prior CFD 2000-02 Bonds: City of Rancho Cucamonga Community
Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax Bonds,
Series 2000.
(c) Prior CFD 2001-01 (IA 1&21 Bonds: City of Rancho Cucamonga
Community Facilities District No. 2001-01, Improvement Area No. 1 and Improvement
Area No. 2 Special Tax Bonds, Series 2001-A.
(d) Prior CFD 2001-01 (IA3) Bonds: City of Rancho Cucamonga Community
Facilities District No. 2001-01, Improvement Area No. 3 Special Tax Bonds, Series
2001-B.
A brief summary of the redemption date, outstanding principal amount and
redemption premium for each of the Prior Bonds is set forth below:
Prior Bonds
Prior CFD 2000-01 Bonds
Prior CFD 2000-02 Bonds
Prior CFD 2001-01 (IA 1&2) Bonds
Prior CFD 2001-01 (IA3) Bonds
Total
Outstanding
Principal Amount
$1,000,000
5,570,000
10,155,000
815.000
$17,540,000
Redemption Redemption
Date Premium
3/1/12 0%
3/1/12 0
3/1/12 1
3/1/12 1
P533
Certain moneys in the existing funds and accounts relating to the Prior Bonds also will
be applied to the redemption. See "-Estimated Sources and Uses of Funds" below. See also
"MISCELLANEOUS -Verification of Mathematical Accuracy" below.
Estimated Sources and Uses of Funds
The Bonds. The anticipated sources and uses of funds relating to the Bonds are
summarized below:
Sources: Amount
Principal Amount of the Bonds
Plus/Less: Original Issue Premium/Discount
Less: Underwriter's Discount
Total Sources
Uses:
Deposit to Program Fund (t )
Total Uses
(1) Proceeds deposited in the Program Fund will be used to acquire the Special Tax Refunding Bonds.
Special Tax Refunding Bonds. The anticipated sources and uses of funds relating to
the Special Tax Refunding Bonds are summarized below:
Sources
Principal Amount
Less: Authority Discount
Available Funds From Prior Bonds
Total Sources
Uses
Escrow Fund
Reserve Fund
Costs of Issuance Fund
Total Uses
CFD 2000-01 CFD 2000-02 CFD 2001-01 (IA 1&21 CFD 2001-01 (IA31
THE BONDS
General Provisions
The Bonds will be dated their date of delivery, and will be issued in the aggregate
principal amounts set forth on the inside cover page of this Official Statement. The Bonds will
bear interest from their dated date at the rates per annum set forth on the inside cover page of
this Official Statement, payable semiannually on each March 1 and September 1, commencing
September 1, 2012 (each, an "Interest Payment Date'), and will mature in the amounts and on
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the dates set forth on the inside cover page of this Official Statement. The Bonds will be issued
in fully registered form in denominations of $5,000 or multiples of $5,000.
The principal of the Bonds will be payable in lawful money of the United States of
America upon presentation and surrender thereof at the Principal Office of the Trustee.
Payment of principal on any Bond will be made only upon presentation and surrender of such
Bond at the Principal Office of the Trustee.
Interest will be paid by check of the Trustee mailed by first class mail, postage prepaid,
on each Interest Payment Date to the Bond Owners at their respective addresses shown on the
Registration Books as of the close of business on the preceding Record Date; or by wire
transfer made on such Interest Payment Date to any Owner of $1,000,000 or more in aggregate
principal amount of Bonds who will have requested such transfer pursuant to written notice filed
with the Trustee on or before the preceding Record Date.
Redemption
Optional Redemption. The Bonds maturing on and after September 1, 20 are
subject, at the option of the Authority, to call and redemption from any available source of funds
prior to their stated maturity on any date on or after September 1, 20 , as a whole or in part,
and by lot, at a redemption price equal to the principal amount of the Bonds to be redeemed,
together with accrued interest thereon to the date fixed for redemption, without premium.
For purposes of the selection of Bonds for optional redemption, the Bonds will be
selected for redemption among maturities by the Authority on such basis that the debt service
on the Special Tax Refunding Bonds on each Interest Payment Date will be sufficient to pay
debt service on the Bonds on such Interest Payment Date, as will be demonstrated in a report of
an Independent Financial Consultant filed with the Trustee; provided, however, that no report is
required to be filed with the Trustee if, after the redemption, no Bonds will be Outstanding.
Mandatory Redemption of the Bonds from Principal Prepayments of the Special
Tax Refunding Bonds. The Bonds are subject to redemption on any date, prior to maturity, as
a whole or in part from such maturities, as are selected by the Authority, from and to the extent
of any of the Principal Prepayments with respect to the Special Tax Refunding Bonds at the
following redemption prices (expressed as percentages of the principal amount of the Bonds to
be redeemed), together with accrued interest to the redemption date:
Redemption Date Redemption Price
September 1, 2012 through March 1, 20_ 10
September 1, 20 and March 1, 20 10
September 1, 20_ and any Interest Payment date thereafter 100%
The principal amount of the Bonds to be redeemed from any Principal Prepayments will
be the greatest principal amount of Bonds, the redemption price of which is less than or equal to
the Principal Prepayments, as specified in a Written Request of the Authority delivered to the
Trustee.
For purposes of the selection of Bonds for redemption from Principal Prepayments, the
Bonds will be selected for redemption among maturities by the Authority on such basis that the
debt service on the Special Tax Refunding Bonds on each Interest Payment Date will be
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sufficient to pay debt service on the Bonds on such Interest Payment Date, as will be
demonstrated in a report of an Independent Financial Consultant filed with the Trustee.
Mandatory Sinking Redemption of the Bonds. The Bonds maturing on September 1,
20_ (the "20 Term Bonds") are subject to mandatory redemption in part by lot, on
September 1 in each year commencing September 1, 20 respectively, from mandatory
sinking payments made by the Authority at a redemption price equal to the principal amount to
be redeemed, without premium, plus accrued interest to the redemption date in the aggregate
respective principal amounts:
Bonds Maturing September 1, 20_
Year Principal Amount
If some but not all of the 20 Term Bonds are redeemed by optional redemption, as
described above, the principal amount of the 20 Term Bonds to be redeemed on any
subsequent September 1 will be reduced, by $5,000 or an integral multiple thereof, as
designated by the Authority in a Written Certificate of the Authority filed with the Trustee;
provided, however, that the aggregate amount of such reductions will not exceed the aggregate
amount of the 20_ Term Bonds redeemed by optional redemption.
If some but not all of the 20 Term Bonds are redeemed from Principal Prepayments,
as described above, the principal amount of the 20_ Term Bonds to be redeemed on any
subsequent September 1 will be reduced by the aggregate principal amount of the 20 Term
Bonds that were redeemed from Principal Prepayments, such reduction to be allocated among
redemption dates as nearly as practicable on a pro rata basis in amounts of $5,000 or integral
multiples thereof, as determined by the Trustee.
Selection of Bonds of a Maturity for Redemption. Whenever provision is made in the
Indenture for the redemption of less than all of the Bonds of a maturity, the Trustee will select
the Bonds to be redeemed from all Bonds of such maturity not previously called for redemption,
by lot in any manner which the Authority in its sole discretion will deem appropriate and fair. For
purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000
Authorized Denominations and such separate Authorized Denominations will be treated as
separate Bonds that may be separately redeemed.
Notice of Redemption. Notice of redemption will be mailed by the Trustee, by first
class mail, postage prepaid, to the respective Owners of any Bonds designated for redemption
at their addresses appearing on the Registration Books and to the Securities Depositories and
the Information Services at least 30 days but not more than 60 days prior to the redemption
date. Neither the failure to receive such notice nor any defect in the notice so mailed will affect
the sufficiency of the proceedings for redemption of such Bonds or the cessation of accrual of
interest on the redemption date.
Conditional Notice of Redemption. Any notice of optional redemption of the Bonds
delivered in accordance with the Indenture may be conditional and if any condition stated in the
notice of redemption is not satisfied on or prior to the redemption date, the redemption notice
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will be of no force and effect and the Authority will not be required to redeem such Bonds and
the redemption will not be made and the Trustee will within a reasonable time thereafter give
notice, to the persons in the manner in which the notice of redemption was given, that such
condition or conditions were not met and that the redemption was cancelled.
Rescission of Redemption. The Authority may rescind any optional redemption and
notice thereof for any reason on any date prior to the date fixed for redemption by causing
written notice of the rescission to be given to the owners of the Bonds so called for redemption.
Any optional redemption and notice thereof will be rescinded if for any reason on the date fixed
for redemption moneys are not available in the Redemption Account or otherwise held in trust
for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and
any premium due on the Bonds called for redemption.
Notice of rescission of redemption will be given in the same manner in which the
redemption notice was originally given. The actual receipt by the owner of any Bond of notice of
such rescission will not be a condition precedent to rescission, and failure to receive such notice
or any defect in such notice will not affect the validity of the rescission.
Effect of Notice of Redemption. Any Bonds called for redemption will become due and
payable on the redemption date, and, upon presentation and surrender thereof at the Principal
office of the Trustee, the Bonds will be paid at their redemption price.
From and after a redemption date, interest represented by redeemed Bonds will cease
to accrue and become payable. All moneys held by or on behalf of the Trustee for the
redemption of Bonds will be held in trust for the account of the Owners of the redeemed Bonds
without liability for interest on the redeemed Bonds.
Payment, Registration, Transfer and Exchange of Bonds
The Bonds will be issued as fully registered bonds, registered in the name of Cede & Co.
as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be
available to actual purchasers of the Bonds (the "Beneficial Owners ") in the denominations set
forth above, under the book-entry system maintained by DTC, only through brokers and dealers
who are or act through DTC Participants (as defined in this Official Statement) as described in
this Official Statement. Beneficial Owners will not be entitled to receive physical delivery of the
Bonds. See "THE BONDS -Book-Entry Only System." In the event that the book-entry-only
system is no longer used with respect to the Bonds, the Bonds will be registered and transferred
in accordance with the Indenture. See "THE BONDS - Book-Entry Only System -
Discontinuance of DTC Service."
Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred upon
the Registration Books by the Person in whose name it is registered, in person or by his duly
authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a
written instrument of transfer, duly executed in a form approved by the Trustee. The Trustee
will not be obligated to make any transfer of Bonds during the period selected by the Trustee for
the selection of Bonds for redemption, or with respect to any Bonds selected for redemption.
Whenever any Bond or Bonds will be surrendered for transfer, the Authority will execute
and the Trustee will authenticate and will deliver a new Bond or Bonds for a like aggregate
principal amount or maturity amount, as applicable, in an Authorized Denomination. The
Trustee will require the Bond Owner requesting such transfer to pay any tax or other
governmental charge required to be paid with respect to such transfer.
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Exchange of Bonds. The Bonds may be exchanged at the Principal Office of the
Trustee for a like aggregate principal amount or maturity amount, as applicable, of Bonds of
Authorized Denominations and of the same maturity. The Authority may charge a reasonable
sum for each new Bond issued upon any exchange (except in the case of any exchange of
temporary Bonds for definitive Bonds and except in the case of the first exchange of any
definitive Bond in the form in which it is originally issued) and will require the payment by the
Bond Owner requesting such exchange of any tax or other governmental charge required to be
paid with respect to such exchange. The Trustee will not be obligated to make any exchange of
Bonds during the period selected by the Trustee for the selection of Bonds for redemption, or
with respect to any Bonds selected for redemption.
Bond Register. The Trustee will keep or cause to be kept, at the Principal Office of the
Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which will
be open to inspection during regular business hours and upon reasonable notice by the
Authority; and, upon presentation for such purpose, the Trustee will, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred, on
such records, the ownership of the Bonds.
Book-Entry Only System
While the Bonds are subject to the book-entry system, the principal, interest and any
redemption premium with respect to a Bond will be paid by the Trustee to DTC, which in turn is
obligated to remit such payment to its DTC Participants for subsequent disbursement to
Beneficial Owners of the Bonds, as described in "APPENDIX F- DTC and the Book-Entry-Only
System."
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Estimated Debt Service Schedules: Bonds and Special Tax Refunding Bonds
Set forth below are debt service tables for the Bonds and the Special Tax Refunding
Bonds. The debt service on the Special Tax Refunding Bonds is scheduled to be equal to debt
service on the Bonds in each Bond Year.
The Bonds. The following table presents the debt service schedule for the Bonds,
assuming no optional redemptions or mandatory redemptions from principal prepayments of the
Special Tax Refunding Bonds prior to maturity:
Year Ending
(Sept t) Principal Interest Total
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The Special Tax Refunding Bonds.
debt service payments to be received by the
Special Tax Refunding Bonds.
The following table summarizes the anticipated
Authority as the result of its ownership of the
Bond CFD 2001-Ot CFD 2001-01
Year CFD 2000-01 CFD 2000-2 IA( 1 &21 IA3 Total
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SECURITY FOR THE BONDS
General
As described below, the Bonds are payable primarily from Revenues, consisting of
amounts received by the Authority as the result of its acquisition of the Special Tax Refunding
Bonds.
The Bonds are special obligations of the Authority payable solely from and secured
solely by the Revenues and pledged funds in the Indenture. The Bonds are not a debt or
liability of the City, the State of California or any of its political subdivisions other than the
Authority to the limited extent described in this Official Statement, and neither the faith and
credit of the Authority, the City, the State or any of its political subdivisions are pledged to the
payment of principal of, premium, if any, or interest on the Bonds and neither the Authority, the
City, the State nor any of its political subdivisions is liable for the payment of principal of,
premium, if any, or interest on the Bonds, nor in any event shall the Bonds or any interest or
redemption premium thereunder by payable out of any funds or properties other than those of
the Authority as set forth in the Indenture. Neither the Bonds nor the obligation to make
payments under the Special Tax Refunding Bonds constitute an indebtedness of the Authority,
the City, the State nor any of its political subdivisions within the meaning of any constitutional or
statutory debt limitation or restriction. The Authority has no taxing power.
Revenues
Subject only to the provisions of the Indenture permitting the application of the Revenues
for the purposes and on the terms and conditions set forth in the Indenture, all of the Revenues
and any other amounts (including proceeds of the sale of the Bonds) held in any fund or
account established pursuant to the Indenture (excluding the Residual Account and the Rebate
Fund) are pledged by the Authority under the Indenture to secure the full and timely payment of
the principal of and interest and premium, if any, of the Bonds in accordance with their terms
and the provisions of the Indenture.
"Revenues" are defined in the Indenture to include (a) all amounts derived from the
Special Tax Refunding Bonds and (b) investment income with respect to any moneys held by
the Trustee in the funds and accounts established under the Indenture, except the Rebate
Fund.
Revenue Fund
General. The Authority will establish with the Trustee a special fund designated the
"Revenue Fund" which the Trustee will maintain and hold in trust. Within the Revenue Fund,
the Trustee will establish special accounts designated as the "Principal Account," the "Interest
Account," the "Redemption Account," and the "Residual Account." All Revenues will be promptly
transferred to the Trustee by the Authority and deposited by the Trustee upon receipt in the
Revenue Fund.
Flow of Funds. On each Interest Payment Date, the Trustee will transfer all Revenues
(other than Revenues resulting from the redemption of Special Tax Refunding Bonds as the
result of the prepayment of Special Taxes, which will be transferred as described in
"Redemption Account" below) then in the Revenue Fund into the following funds and accounts
based upon the following deposit requirements and in the following order of priority, the
requirements of each such account (including the making up of any deficiencies in any such
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account resulting from lack of Revenues sufficient to make any earlier required deposit) at the
time of deposit to be satisfied before any deposit is made to any account subsequent in priority:
Interest Account. The Trustee will deposit in the Interest Account an amount
which, together with the amounts then on deposit is sufficient to cause the aggregate
amount on deposit in the Interest Account to equal the amount of interest coming due
and payable on the Bonds on such Interest Payment Date and any amount of interest
previously due and unpaid.
Principal Account. The Trustee will deposit in the Principal Account, if necessary,
an amount which, together with the amounts then on deposit, is sufficient to cause the
aggregate amount on deposit in the Principal Account to equal the amount of principal or
mandatory sinking account payment coming due and payable on the Bonds within the
Bond Year and any amount of principal previously due and unpaid.
Rebate Fund. The Trustee will deposit in the Rebate Fund, if necessary, an
amount which is sufficient to cause the aggregate amount on deposit in the Rebate Fund
to equal the amount of any payment then required to be made to the United States.
Residual Account. On June 30 of each fiscal year, the Trustee will determine if
the funds then on deposit in the Revenue Fund, together with the funds on deposit with
the Fiscal Agent for each Outstanding Special Tax Refunding Bond and available to pay
scheduled debt service on such Special Tax Refunding Bond on the following
September 1, are in excess of the amount necessary to pay scheduled debt service on
the outstanding Bonds on the following September 1. If an excess exists, the Trustee
will notify the Authority and the City of the amount of the excess and will transfer from
the funds then on deposit in the Revenue Fund an amount up to the excess to the
Residual Account. On September 2, the Trustee will transfer all remaining amounts on
deposit in the Revenue Fund to the Residual Account.
Redemption Account. The Trustee will deposit in the Redemption Account those
Revenues representing Principal Prepayments of the Special Tax Refunding Bonds and
which are to be used for the mandatory redemption of the Bonds. The Trustee will
deposit in the Redemption Account those Revenues resulting from the optional
redemption of the Special Tax Refunding Bonds, and which the Authority has directed
the Trustee to use for the optional redemption of the Bonds. See "- Application of
Redemption Account" below.
Application of Interest Account. Subject to the provisions of the Indenture, all
amounts in the Interest Account will be used and withdrawn by the Trustee solely for the
purpose of paying interest on the Bonds as it becomes due and payable or, at the Written
Request of the Authority filed with the Trustee, to apply to the payment of accrued interest on
any Bonds purchased by the Authority in lieu of redemption. Any amounts on deposit in the
Interest Account on any Interest Payment Date that are not required to pay interest then due
and payable on the Bonds will be transferred to the Residual Account.
Application of Principal Account. Subject to the provisions of the Indenture, all
amounts in the Principal Account will be used and withdrawn by the Trustee solely to pay the
principal or maturity amount, as applicable, of the Bonds upon their stated maturity or upon any
prior redemption of the Bonds with the proceeds of mandatory sinking payments. Any amounts
on deposit in the Principal Accounl on any Interest Payment Date that are not required to pay
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the principal amount or maturity amount, as applicable, then due and payable on the Bonds will
be transferred to the Residual Account.
Application of Residual Account. Amounts in the Residual Account will no longer be
considered Revenues and are not pledged to repay the Bonds.
Application of Redemption Account. The Trustee will deposit in the Redemption
Account any amounts required or permitted to be applied to the redemption of Bonds by
optional redemption or redemption from Principal Prepayments of the Special Tax Refunding
Bonds..
Subject to the provisions of the Indenture, all amounts deposited in the Redemption
Account will be used and withdrawn by the Trustee solely for the purpose of redeeming the
Bonds by optional redemption or redemption from Principal Prepayments of the Special Tax
Refunding Bonds, at the next succeeding date of redemption for which notice has been given
and at the redemption prices then applicable.
At any time prior to selection of Bonds for redemption, the Trustee may, at the Written
Request of the Authority, apply amounts on deposit in the Redemption Account to the purchase
of such Bonds, for cancellation, at public or private sale, as and when and at prices not
exceeding the par amount thereof (including brokerage and other charges, but excluding
accrued interest, which is payable from the Interest Account).
No Reserve Fund
The Authority has not established a debt service reserve fund for the Bonds. However,
each CFD has established a Reserve Fund for each series of Special Tax Refunding Bonds
pursuant to the CFD Fiscal Agent Agreements. Amounts on deposit in the Reserve Fund for
one series of Special Tax Refunding Bonds are not available to pay debt service on any
other series of Special Tax Refunding Bonds.
Additional Bonds
The Authority has covenanted in the Indenture that it will not issue any additional
obligations which are secured by the Revenues on a parity with the Bonds (except for bonds for
the purpose of refunding any Outstanding Bonds and which result in debt service savings).
SECURITY FOR THE SPECIAL TAX REFUNDING BONDS
General
Each of the Special Tax Refunding Bonds is secured by a pledge of "Net Special Tax
Revenues" and all moneys deposited in the Bond Fund held by the CFD Fiscal Agent pursuant
to the related CFD Fiscal Agent Agreement and, until disbursed as provided in the applicable
CFD Fiscal Agent Agreement, in the Special Tax Fund (except moneys on deposit in the
Penalties and Interest Account) held by the CFD Fiscal Agent pursuant to the applicable CFD
Fiscal Agent Agreement.
"Net Special Revenues' is defined in each CFD Fiscal Agent Agreement as, for each
fiscal year, all "Special Tax Revenues" received by the applicable CFD less an amount equal to
the "Priority Administrative Expenses Amount."
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"Special Tax Revenues" is defined as the proceeds of the Special Taxes received by
the applicable CFD (including any Improvement Area(s)) including any scheduled payments
and any prepayments, related interest and proceeds of the redemption or sale of property sold
as a result of foreclosure of the lien of the Special Taxes to the amount of such lien and interest
and penalties (excluding "Penalties and Interest").
"Priority Administrative Expenses Amount" is a fixed amount established under each
CFD Fiscal Agent Agreement as the first priority for use of Special Taxes each fiscal year. The
following table identifies each Priority Administrative Expense Amount:
Special Tax Refunding Bonds Priority Administrative Expenses Amount
CFD 2000-01 Bonds XXX
CFD 2000-02 Bonds XXX
CFD 2001-01 (IA 1&2) Bonds XXX
CFD 2001-01 (IA3) Bonds 0
"Penalties and Interest" is defined as any penalties or interest in excess of the interest
payable on the applicable Special Tax Refunding Bonds that are collected in connection with
delinquent Special Taxes.
No Cross Collateralization
The Special Tax Refunding Bonds are not cross-collateralized. Special Tax
Revenues related to one Special Tax Refunding Bond cannot be used to cover any
shortfall in Special Tax Revenues related to any other Special Tax Refunding Bond.
Similarly, amounts held in the Reserve Fund established for one series of Special Tax
Refunding Bonds cannot be used to pay debt service on any other Special Tax
Refunding Bond.
Limited Obligation
Except for the Net Special Tax Revenues for each CFD or Improvement Area, as
applicable, neither the credit nor the taxing power of the CFD or the City is pledged for
the payment of the Special Tax Refunding Bonds or related interest, and no Owner of the
Bonds may compel the exercise of taxing power by a CFD, the Authority or the City or
the forfeiture of any of their property. The principal of and interest on the Special Tax
Refunding Bonds and premiums upon the redemption of such bonds, if any, are not a
debt of any CFD or the City, the State of California or any of its political subdivisions
within the meaning of any constitutional or statutory limitation or restriction. The
Special Tax Refunding Bonds are not a legal or equitable pledge, charge, lien or
encumbrance, upon any of a CFD's property, or upon any of its income, receipts or
revenues, except the amounts which are, under the applicable CFD Fiscal Agent
Agreements and the Mello-Roos Act, set aside for the payment of the Special Tax
Refunding Bonds and interest thereon.
Special Taxes
The Special Taxes for the CFDs and Improvement Areas are levied and collected
according to the rates and method of apportionment (each, a "Rate and Method") established
for each CFD or Improvement Area, as applicable. See "CFD 2000-01," CFD 2000-02," "CFD
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2001-01 (IA 1&2)" and "CFD 2001-01 (IA3)" for a description of the Rate and Method for each
CFD or Improvement Area, as applicable. See also Appendix C for a copy of each Rate and
Method.
Pursuant to the Mello-Roos Act, properties or entities of state, federal, or other local
governments are exempt from the Special Tax except for property not otherwise exempt which
is acquired by a public entity through a negotiated transaction, or by gift or devise, remains
subject to the Special Tax. In addition, the Mello-Roos Act provides that if property subject to
the Special Tax is acquired by a public entity through eminent domain proceedings, the
obligation to pay the Special Tax with respect to that property is to be treated as if it were a
special assessment. The Mello-Roos Act further provides that no other properties or entities
are exempt from the Special Tax unless the properties or entities are expressly exempted in a
resolution of consideration to levy a new tax under the Mello-Roos Act or to alter the rate or
method of apportionment of an existing tax under the Mello-Roos Act. The Mello-Roos Act
prohibits the City Council from adopting a resolution to reduce the rate of the Special Tax or
terminate the levy of the Special Tax unless the City Council determines that the reduction or
termination of the Special Tax "would not interfere with the timely retirement" of the Bonds.
(See "BONDOWNERS' RISKS -Exempt Properties.")
The Special Tax is collected in the manner and at the same time as ad valorem property
taxes are collected and is subject to the same penalties and the same procedure, sale, and lien
priority in case of delinquency as is provided for ad valorem property taxes.
Special Tax Fund
General. A Special Tax Fund is established under each CFD Fiscal Agent Agreement.
The CFD, or the City on behalf of the CFD, will deposit, immediately upon receipt, all Special
Tax Revenue received by the CFD or the City on behalf of the CFD. Moneys in the Special Tax
Fund, other than Penalties and Interest, will be held by the CFD Fiscal Agent for the benefit of
the CFD and the Authority, as the owner of the Special Tax Refunding Bonds, will be disbursed
as described below and, pending any disbursement, will be subject to a lien in favor of the
Authority, as the owner of the Special Tax Refunding Bonds.
Disbursements of Special Tax Revenues. The Special Tax Revenues deposited in
the related Special. Tax Fund will ,be held and, other than Special Tax Revenues representing
Prepayments, subsequently transferred to the following funds and accounts not later than the
dates and in the amounts set forth in the following paragraphs and in the following order of
priority:
Administrative Expense Fund: an amount equal to the Priority Administrative Expense
Amount estimated"to' be due and payable during the Fiscal Year.
Borid Fund: not later than 10 Business Days prior to each Interest Payment Date, to the
Bond Fund:
(i) the amount representing past due installments of principal and interest
and premium on the related Special Tax Refunding Bonds (including any related
interest), if any, resulting from the delinquency in the payment of such Special Taxes;
and
(ii) an amount, taking into account any amounts then on deposit in the Bond
Fund (other than by reason of the preceding clause (i)) such that the amount in the
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Bond Fund equals the principal, premium, if any, and interest due on the related Special
Tax Refunding Bonds on the next Interest Payment Date; and
(iii) no later than 10 Business Days prior to each Interest Payment Date, to
the Reserve Fund that amount, in addition to the amount transferred to the.Bond Fund
pursuant to clause (ii) above, necessary to replenish any draw on the Reserve Fund
resulting from the delinquency in the payment of scheduled debt service on the related
Special Tax Refunding Bonds.
Rebate: on September 2 of each year after making the deposits and transfers required
under clauses (i)-(iii) above, to the Trustee for the Bonds for the payment of the Proportionate
Share of any rebate amount due and owing to the United States of America by the Authority on
the Bonds;
Administrative Expense Fund:. on September 2 of each year after making the deposits
and transfers required above, to the CFD for deposit in the Administrative Expense Fund the
amount necessary for payment of the estimated Administrative Expenses projected to be due
and payable in the next Fiscal Year, reimbursement of any Administrative Expenses incurred
during the Fiscal Year ending on such June 30 or the establishment or replenishment of a
reasonable operating reserve within the Administrative Expense Fund and not included in any
prior transfer described above.
After September 2 of each year, after making the deposits and transfers described
above, monies then on deposit in the Special Tax Fund will remain in that fund and will be
subsequently deposited or transferred pursuant to the provisions summarized above.
Transfer of Prepayments. Amounts constituting Prepayments will be transferred by the
Treasurer to the CFD Fiscal Agent, and placed by the CFD Fiscal Agent in a segregated
account within the Bond Fund designated as "Prepayment Account" and used to redeem the
related Special Tax Refunding Bonds.
Penalties and Interest. Amounts constituting Penalties and Interest will be transferred
by the Treasurer to the CFD Fiscal Agent, and placed by the CFD Fiscal Agent in a segregated
account within the Special Tax Fund designated as "Penalties and Interest Account." The
moneys on deposit in the Penalties and Interest Account will be held and subsequently
transferred to the following funds and accounts not later than the dates and in the amounts set
forth in the following paragraphs and in the following order of priority:
Administrative Expense Fund: to the Administrative Expense Fund that amount
necessary for payment of the estimated Administrative Expenses projected to be due
and payable in the next Fiscal Year, reimbursement of any Administrative Expenses
incurred during the Fiscal Year ending on such June 30 or establishment or
replenishment of a reasonable operating reserve within the Administrative Expense
Fund not included in any prior transfer described above;
Bond Fund: the amount needed to pay debt service on the related Special Tax
Refunding Bonds; or
Other Authorized Purposes: to such other fund or account for any authorized
purpose of the CFD.
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Priority of Lien
Each installment of the Special Taxes and any related interest and penalties, constitutes
a lien on the parcel. of land on which it was imposed until the same is paid. The lien is co-equal
to and independent of the lien for general taxes, any other community facilities district special
taxes and special assessment liens. See "THE CFD IN THE AGGREGATE -Overlapping
Liens."
Reserve Fund
Each CFD Fiscal Agent Agreement establishes a Reserve Fund to be held by the CFD
Fiscal Agent. Moneys'on deposit in a Reserve Fund will be used solely to pay the principal of
and interest on the related Special Tax Refunding Bonds as such amounts will become due and
payable in the event that the moneys in the Special Tax Fund and the Bond Fund for -such
purpose are insufficient or to redeem those Special Tax Refunding Bonds. See Appendix A for
a summary of the provisiohs of the CFD Fiscal Agent Agreements.
The initial Reserve Requirement as defined in each CFD Fiscal Agent Agreement is
identified below: -
Special Tax Refundinga Bonds Initial Reserve Requirement
CFD 2000-01
CFD 2000-02
-CFD 2001-01 (IA 1&2)
CFD 2001-01 (IA3)
Covenant to Commence Foreclosure Proceeding; City Practices
Covenant Summary. Pursuant to the Mello-Roos Act, in the event of any delinquency
in the payment of the Special Tax, an issuer may order the institution of a Superior Court action
to foreclose the lien therefor within specified time limits. In such an action, the real property
subject to the unpaid amount may be sold at judicial foreclosure sale. Such judicial foreclosure
action is not mandatory. '
Each CFD has covenanted in its respective CFD Fiscal Agent Agreement, that on or
before March 1 and Jtirie 1 bf each Fiscal Year, it will review the public records of the County in
connection with the .Special Taxes levied in such Fiscal Year to determine the amount of
Special Taxes actually collected in such Fiscal Year. If the CFD determines that any parcel
subject to the Special Taxes is delinquent in the' payment of two or more installments of Special
Taxes, the City wilt,'riot later tham 45 days' df such determination, send or cause to be sent a
notice of delingiaency'(and'a demand for immediate payment) to the property owner. The City
will cause judicial fdreclosiare proceedings fo be commenced and filed in the Superior Court not
later than 90 days of such determihation against any parcel for which a notice of delinquency
was given and for which the Special Taxes remain delinquent.
Notwithstanding any provision of the Mello-Roos Act or other law of the State to the
contrary, in connection with any foreclosure related to delinquent Special Taxes:
(i) The City, or the CFD Fiscal Agent, is expressly authdrized to credit bid at any
foreclosure sale, without any requirement that funds be placed in the Bond Fund or otherwise
be set aside in the amount of such credit bid, in the amount specified in Section 53356.5 of the
19
P547
Mello-Roos Act or such lesser amount as determined under (ii) below or otherwise under
Section 53356.6 of the Mello-Roos Act.
(ii) The City may permit property with delinquent Special Tax payments to be sold
for less than the amount specified in Section 53356.5 of the Mello-Roos Act, if it determines that
such sale is in the interest of the owners of the Special Tax Refunding Bonds (in this case, the
Authority). The owners of the Special Tax Refunding Bonds (in this case, the Authority), by their
acceptance of the Special Tax Refunding Bonds, consent to such sale for such lesser amounts
(as such consent is described in Section 53356.6 of the Mello-Roos Act), and release the City,
its officers and its agents from any liability in connection therewith.
(iii) The City is expressly authorized to use amounts in the Administrative Expense
Fund to pay costs of foreclosure of delinquent Special Taxes.
(iv) The City may forgive all or any portion of the Special Taxes levied or to be levied
on any parcel in the CFD, so long as the City determines that such forgiveness is not eicpected
to adversely affect its obligation to pay principal of and interest on the Bonds.
City Foreclosure Practices. During January and July, the City determines which
parcels are delinquent in the payment of Special Taxes. At the beginning of February and
August, the City sends out first reminder letters to delinquent taxpayers. Next, in March and
September, the City sends out a second reminder letter. If the delinquency continues, the City
prosecutes a judicial foreclosure action as required by the foreclosure covenant in the
applicable CFD Fiscal Agent Agreement.
Sufficiency of Foreclosure Sale Proceeds; Foreclosure Limitations and Delays.
No assurances can be given that the real property subject to a judicial foreclosure sale will be
sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax
installment. Subject to the maximum rates, a Rate and Method is designed to generate from all
non-exempt property within the applicable CFD or Improvement Area the current year's debt
service, administrative expenses, and replenishment of the Reserve Fund to the Reserve
Requirement, including an amount reflecting the prior year's delinquencies. However, if
foreclosure proceedings are necessary, and the Reserve Fund has been depleted, there could
be a delay in payments of debt service on the Special Tax Refunding Bonds pending
prosecution of the foreclosure proceedings and receipt by the CFD of the proceeds of the
foreclosure sale. " -
Section 53356.6 of the Mello-Roos Act requires that property sold pursuant to
foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure
action, plus post-judgment interest and authorized costs, unless the consent of the owners of
75% of the outstanding Special Taz' Refunding Bonds is obtained. However, under Section
53356.6 of the Act; the CFD, as judgment creditor, is entitled to purchase any property sold at
foreclosure using a "credit bid,". where the CFD could submit a bid crediting all or part of the
amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the
CFD becomes the purchaser under a credit bid, the CFD must pay the amount of its credit bid
into the redemption fund established for the related Special Tax Refunding Bonds, but this
payment may be made up to 24 months after the date of the foreclosure sale. Neither the Mello-
Roos Act, nor the,CFD Fiscal Agent Agreements require the CFDs to purchase or otherwise
acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale,
and the CFDs have no intent to be such a purchaser.
20
P548
See "RISK FACTORS RELATING TO THE CFDS -Bankruptcy Delays" and
Proceeds of Foreclosure Sales."
No Teeter Plan
Collection of the Special Taxes is.not subject to the "Alternative Method of Distribution of
Tax Levies and Collections and of Tax Sale Proceeds," as provided for in Section 4701 et seq.
of the California Revenue and Taxation Code (known as the "Teeter Plan"). Accordingly,
collections of Special Taxes will reflect actual delinquencies, if any.
Issuance of Additional Bonds
Each CFD Fiscal Agent Agreement provides that, other than for the purpose of refunding
the related Special Tax Refunding Bonds, the CFD will not issue any additional bonds entitled to
alien on the Net Special Tax Revenues.
21
P549
THE CFDS IN THE AGGREGATE
Introduction
Set forth in the following sections is certain information describing CFD 2000-01, CFD
2000-02 and Improvement Areas 1, 2 and 3 (the "Improvement Areas") within CFD 2001-01
(which are collectively referred to in this Official Statement as the "CFDS and the
Improvements Areas") in the aggregate, as well as.separate sections on the CFDS and the
Improvement Areas.
Although the Authority believes the aggregated information is relevant to an informed
decision to purchase the Bonds, investors should be aware that the debt service on an Special
Tax Refunding Bonds relating to one CFD or Improvement Area may not be used to make up
any shortfall in the debt service on the Special Tax Refunding Bonds of any other CFD or
Improvement Area. Moreover, the parcels in each CFD (or Improvement Area) are taxed
and/or assessed according to that CFD's (or Improvement Area's) specific Rate and Method.
Potential investors should further be aware that Special Taxes are levied against individual
parcels withiri each CFD (or Improvement Area) and that any such parcel may have avalue-to-
debt burden less than the overall value-to-debt burden for such CFD (or Improvement Area) as
to all parcels within such CFD (or Improvement Area), or less than the value-lo-debt burden of
the CFDS and the Improvement Areas in the aggregate. In particular, an individual parcel upon
which development has not taken place may have avalue-to-debt burden of less than 1 to 1.
Varying Maturity Dates of the Special Tax Refunding Bonds
The Special Tax Refunding Bonds acquired with proceeds of the Bonds mature on
different dates. Consequently, the source of security for debt service on the Bonds varies
depending upon the characteristics of the underlying CFDS and Improvement Areas. The table
below summarizes the maturity dates of the Special Tax Refunding Bonds, the principal
amount of each Special Tax Refunding Bond and the approximate annual debt service
payment for each Special Tax Refunding Bond.
Table 1
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
CFD 2000-01, CFD 2000-02 and Improvement Areas 1, 2 and 3 of CFD 2001-01
Summary of the Special Tax Refunding Bonds
Maturity Principal Approximate Annual
CFD Date Amount Debt Service
CFD 2000-01 9/1/2025 $ $
CFD 2000-02 9/1/2025
CFD 2001-01 (IA 1&2) 9/1/2031
CFD 2001-01 (IA3) 9/1/2031
Total
Preliminary: subject to change.
22
P550
Land Use Summary and Development Status
The table below summarizes land use and development status based on the City's
compilation of fiscal year 2011-12 County data and the burden of the Special Taxes only.
Because the Special Tax Refunding Bonds are not cross-collateralized, investors should read
the following table in conjunction with the tables contained in the Sections of the Official
Statement entitled "CFD 2000-01," "CFD 2000-02," "CFD 2001-01 -IMPROVEMENT AREAS
NOS. 1 AND 2" and "CFD 2001-01 -IMPROVEMENT AREA NO. 1." See also "SECURITY
FOR THE SPECIAL TAX REFUNDING BONDS - No Cross Collateralization" and "RISK
FACTORS RELATING TO THE CFDs - No Cross Collateralization."
"Developed property" represents parcels with assessed valuations for both land and
improvements. Parcels included in the "undeveloped property" category are parcels with an
assessed valuation for land only.
Additional information on property ownership, assessed values and current land uses
for each of the CFDs and the Improvement Areas follows in subsequent sections of this Official
Statement.
23
P551
Table 2
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
CFD 2000-01, CFD 2000-02 and Improvement Areas 1, 2 and 3 of CFD 2001-01
Development Status and Land Use Summary
(For Fiscal Year 2011-12)
Percentages
Projected Assessed
FY FY Pro Rata Value-to-
Number 2011-12 2012-13 Pro Rata Share of Debt
of Taxable Assessed Special Share of Prior Taxable Prior- Burden
Land Uses /Classification Parcels Acreage (1) Valuation (2) Tax (3) Bonds (4) Acreage Bonds Ratio (5)
Developed Property (6)
Residential 1,026 143.84 $375,591,953 $936,841 $10,540,023 42.89°/a 59.17% 35.63:1
Commercial /Retail 43 76.43 141,253,609 251,884 2,748,689 22.79 15.43 51.39:1
Warehouse / 6 99.07 113,648,800 400,232 4,000,509 29.54 22.46 28.41:1
Distribution
Subtotal: 1,075 319.34 630,494,362 1,568,957 17,289,221 95.23 97.05 36.47:1
Undeveloped Property
Residential 0 0.00 0 0 0 0.00 0.00 NA
Commercial /Retail (7) 4 9.58 4,830,823 38,702 386,846 2.86 2.17 12.49:1
Warehouse / 0 0.00 ~ 0 0 0 0.00 0.00 NA
Distribution
_ Other (8) 1 6.43 0 11 909 137 933 1.92 0.77 0.00:1
Subtotal: 5 16.01 4,830,823 50,611 524,779 4.77 2.95 9.21:1
Total: 1,080 335.35 $635,325,185 $1,639,569 $17,814,000 100.00% 100.00% 35.66:1
(1) Based on development status reported for fiscal year 2011-12.
(2) Based on San Bernardino County Assessor Roll dated January 1, 2011.
(3) Based on the levy to fund applicable administrative expenses and the preliminary refunding debt service dated
November 28, 2011. Preliminary, subject to change.
(4) Based on principal amount of the Prior Bonds. Allocated based on proportionate share of applicable projected fscal year
2012-13 Special Tax. Preliminary; subject [o change.
(5) Calculated by dividing the fiscal year 2011-12 Assessed Valuation column by the Pro Rata Share of Prior Bonds column.
(6) Represents property with assessed valuation for both land and improvements and for which construction has been
completed to its final intended use.
(7) Represents property with an assessed valuation for land only.
(8) Represents property owned by the City which is intended [o remain as vacant land.
Source: David Taussig & Associates, Inc., City o(Rancho Cucamonga.
Land Ownership in the CFDs on an Aggregate Basis
The following table lists the owners of property responsible for the greatest share of the
Special Tax Refunding Bonds when considering the CFDs and the Improvement Areas in the
aggregate, the total parcels owned, the fiscal year 2011-12 Special Tax levy, 2011-12
assessed value, the lien of each owner's portion or share of currently outstanding debt,
overlapping assessment/special tax liens (if any) and value-to-burden ratios (including
overlapping assessment/special tax liens). Additional information with respect to certain of the
property owners is set forth in the sections of this Official Statement relating to the individual
CFDs and the Improvement Areas. See "-Overlapping Liens" below for information relating to
other direct and overlapping liens on real property in the CFDs and the Improvement Areas.
As noted in "- Varying Maturity Dates of the Special Tax Refunding Bonds," the Special
Tax Refunding Bonds mature at different times and, as a result, the aggregate significance of
the various CFDs and Improvement Areas and the relative concentration of the property
24
P552
owners in the CFDs and the Improvement Areas will change over time. See "GENERAL RISK
FACTORS RELATING TO THE BONDS -Varying Maturities of Special Tax Refunding Bonds."
25
P553
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Property Values and Value-to-Burden Ratios on an Aggregate Basis
Assessed Value. The Authority has obtained the "full cash" assessed values of all of
the parcels in the CFDs and the Improvement Areas (1,080 parcels in total), as established by
the County Assessor for Fiscal Year 2011-12. The "full cash values" of these parcels, as
shown in the records of the County for 2011-12 property tax purposes, total $635,325,185.
Article XIIIA of the California Constitution (Proposition 13) defines "full cash value" to
mean "the county assessor's valuation of real property as shown on the 1975-76 bill under 'full
cash value', or, thereafter, the appraised value of real property when purchased or newly
constructed or when a change in ownership has occurred after the 1975 assessment," subject
to exemptions in certain circumstances of property transfer or reconstruction. The "full cash
value" is subject to annual adjustment to reflect increases, not to exceed 2% for any year, or
decreases in the consumer price index or comparable local data, or to reflect reductions in
property value caused by damage, destruction or other factors.
Because of the general limitation to 2% per year in increases in full cash value of
properties which remain in the same ownership, the county tax roll does not reflect values
uniformly proportional to actual market values. No assurance can be given that should a
parcel with delinquent installments be foreclosed and sold for the amount of the delinquency,
that any bid will be received for such property, or if a bid is received that such bid will be
sufficient to pay such delinquent installments.
The following table details historical assessed values in the CFDs and the Improvement
Areas from fiscal year 2007-08 through fiscal year 2011-12.
Table 4
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
CFD 2000-01, CFD 2000-02 and Improvement Areas 1, 2 and 3 of CFD 2001-01
Summary of Assessed Values for Taxable Property
Fiscal Years 2007-08 through 2011-12
CFD 2001-01 CFD 2001-01
CFD 2000-01 CFD 2000-02 (IA 1&2) (IA 3) Total
Fiscal Assessed Assessed Assessed Assessed Assessed
Year Valuation Valuation Valuation Valuation Valuation
2007-OS $106,507,305 $98,617,861 $489,829,987 $47,172,948 $742,128,101
2008-09 102,227,757 201,446,903 460,298,611 48,116,407 812,089,678
2009-10 87,664,670 198,479,883 365,531,367 49,078,735 700,754,655
2010-11 86,715,908 171,385,294 351,040,778 48,962,418 658,104,398
2011-12 87,305,220 171,772,101 341,242,270 38,767,156 635,951,747
Source: County of San Bernardino, City o/Rancho Cucamonga, David Taussig 8 Associates, Inc.
27
P555
Value-to-Burden Ratios on a CFD-by-CFD Basis. The following table sets forth the
current value-to-burden ratios on a CFD-by-CFD basis, based upon 2011-12 assessed values
and the burden of the Prior Bonds and overlapping special tax and assessment debt.
Table 5
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
CFD 2000-01, CFD 2000-02 and Improvement Areas 1, 2 and 3 of CFD 2001-01
Value-to-Burden Ratios on a CFD-by-CFD Basis
Principal
Amount of Total
Assessed Prior Overlapping Debt Val ue-to-Burden
CFD/Improvement Area Value (1) Bonds (2) Liens (3) Outstanding Ratio (4)
CFD 2000-01 $87,305,220 $922,000 $2,319,458 $3,241,458 26.93
CFD 2000-02 171,772,101 5,453,000 0 5,453,000 31.50
CFD 2001-01 (IA 1&2) 338,107,270 10,635,000 0 10,635,000 31.79
CFD 2001-01 (IA3) 38,140,594 804 000 1 056 954 1,860,954 20.50
Total $635,325,185 $17,814,000 $3,376,411 $21,190,411 29.98
(1) Based on San Bernardino County Assessor Roll dated January 1, 2011.
(2) Preliminary; subject to change.
(3) Represents overlapping assessment district and other community facilities district debt outstanding as of
October 1, 2011.
(4) Calculated by dividing the fscal year 2011-12 Assessed Valuation column by the Total Debt Outstanding
column.
Source: David Taussig & Associates, Inc., City o(Rancho Cucamonga.
Value-to-Burden Distribution. The following table describes the number of parcels in
certain value-to-debt burden categories for fiscal year 2011-12. For purposes of this Official
Statement, parcels shown below are only those parcels against which Special Taxes are levied
and collected, and the burden is the lien of the Special Taxes only and excludes any direct and
overlapping debt.
28
P556
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P557
Delinquencies
The following table is a summary of Special Tax levies, current year's delinquencies
and delinquency rates in the CFDs and the Improvement Areas for fiscal years 2006-07
through 2010-11. Because the CFDs do not participate in the Teeter Plan, collections of
Special Taxes reflect actual delinquencies. Detailed information about delinquencies in any
particular CFD (including delinquency information as of the end of each fiscal year) can be
found in the sections of this Official Statement relating to the individual CFDs.
Table 7
RANCHO CUCAMONGA PUBLIC FINANCE AUTHORITY
CFD 2000-01, CFD 2000-02 and Improvement Areas 1, 2 and 3 of CFD 2001-01
Special Tax Levies, Collections and Delinquency Rates
Fiscal Years 2006-07 through 2010-11
Fiscal Total
Year Special Tax Levied
2006-07 $2,024,253
2007-08 2,045,474
2008-09 2,050,398
2009-10 2,050,398
2010-11 (3) 2,104,946
Outstanding Percent
Delincuencies(1)(2) Delinquent
$0 0.00%
1,515 0.07
2,991 0.15
6,360 0.31
34,213 1.63
(1) As of October 1, 2011.
(2) Delinquent amount does not include penalties, interest or fees.
(3) The fiscal year.2010-11 delinquency reflects a failure to pay the second installment by
Restorative Justice Center of [he Inland Empire ("Restorative Justice Center"), an owner of
property in CFD No. 2001-01 (IA3). However, pursuant an "Agreement Regarding Levy of Special
Taxes within Improvement Area No. 3 of Community Facilities District No. 2001-Ot of the City of
Rancho Cucamonga" dated December 7, 2011, Restorative Justice Center, Foothill Crossing LLC
and the City agreed that the property owned by Restorative Justice Center, because it is subject to
restrictive easements that prevent development, will no longer constitute Taxable Property,
Source: County of San Bernardino, City of Rancho Cucamonga, David Taussig & Associates, Inc.
Overlapping Liens
Numerous agencies providing public services overlap the CFDs' boundaries. Many of
these agencies may have outstanding certificates of participation and bonds in the form of
general obligation, special assessment, special tax, redevelopment or lease revenue bonds. In
general, certificates of participation and redevelopment and lease revenue bonds do not
represent obligations for which a property owner is obligated to make a direct payment.
However, special tax, assessment and general obligation bonds represent a direct obligation of
the subject property.
For a summary of the liens represented by overlapping assessment and community
facilities district indebtedness, as described above, that is secured by land in the CFDs and the
Improvements Areas, see Table 5 under the heading "Property Values and Value-to-Burden
Ratios on an Aggregate Basis -Value-to-Burden Ratios on a CFD-by-CFD Basis."
30
P558
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P559
CFD 2000-01
Location and Description of CFD 2000-01
CFD 2000-01 is a community facilities district established by the City Council of the City
pursuant to the Mello-Roos Act to finance certain public facilities, including storm drainage,
sewer, water, landscaping, park and street improvements. CFD 2000-01 is located in the
Etiwanda community, located in the eastern portion of the City, and consists of approximately
62 gross acres known as South Etiwanda. CFD 2000-01 is bordered by Foothill Boulevard to
the south, Interstate 15 on a diagonal to the north and west, East Avenue to the east and
Etiwanda Avenue to the west, and is intersected by Miller Avenue. CFD 2000-01 is generally
surrounded by vacant land, with a commercial development and several existing residential
neighborhoods to the south, and undeveloped and residential property and various master-
planned residential communities to the west, north and east. The site has access to Etiwanda
Avenue.
CFD 2000-01 is completely built-out with residential improvements.
Land Use Distribution
The following table shows the distribution of land uses of Taxable Property within CFD
2000-01. based on the outstanding principal amount of the Prior CFD 2000-01 Bonds ($922,000)
and fiscal year 2011-12 assessed values. There are no parcels of Undeveloped Property.
Table 8
CFD No. 2000-01
Distribution of Land Uses
(Taxable Property)
Maximum Pro Rata
Number FV 2012.13 Projected FY Share of Prior FY 2011-12
of Special 2012-13 2000-01 % of Assessed
Land Uses Parcels Tax (1) Special Tax (2) Bonds (3) Total Valuation (4)
Developed Property (5)
Residential Property 130 $65,000 $53,291 $459,939 49.88% $44,769,574
(Residential Floor Area => 2,301 sq. ft.) 48 22,800 18,693 161,332 17.50 13,860,003
(Residential Floor Area 1,801 - 2,300 sq. ft.) 100 42,500 34,844 300,729 32.62 28,675,643
(Residential Floor Area <= 1,800 sq. ft.) 0 0 0 0 0.00 0
Non-Residential Property 0 0 0 0 0.00 0
Undeveloped Property (5)
Total 278 $130,300 $106,828 $922,000 100.00% $87,305,220
(1) Based on the levy of the Assigned Special Tax.
(2) Based on the levy to fund administrative expenses and the preliminary refunding debt service dated November 28, 2011. Preliminary;
subject to change.
(3) Allocated based on propodionale share of Projected FV 2012-13 Special Tax.
(4) Based on San Bernardino County Assessor Roll dated January 1, 201E
(5) Based on development slalus reported for fiscal year 2011-2012.
Source: David Taussig 8 Associates, Inc., City of Rancho Cucamonga.
Assessed Property Values
No Appraisal of Property in CFD 2000-01. The City
appraisal of the taxable property in CFD 2000-01 in connection with
Therefore, the valuation of the taxable property in CFD 2000-01
has not commissioned an
the issuance of the Bonds.
will be estimated for the
32
P560
purposes of the Mello-Roos Act, and set forth in this Official Statement, based on the County
Assessor's values.
Assessed Valuation. The valuation of real property in the City is established by the
County Assessor. Assessed valuations are reported at 100% of the full value of the property, as
defined in Article XIIIA of the California Constitution. Article XIIIA of the California Constitution
defines "full cash value" as the appraised value as of March 1, 1975, plus adjustments not to
exceed 2% per year to reflect inflation, and requires assessment of "full cash value' upon
change of ownership or new construction.
Accordingly, the gross assessed valuation presented in this Official Statement may not
necessarily be representative of the actual market value of certain property in CFD 2000-01.
The fiscal year 2011-12 total assessed value of the 278 parcels of Taxable Property in
CFD 2000-01 is $87,305,220. All parcels of Taxable Property in CFD 2000-01 constitute
Developed Property.
Historical Assessed Values. The table below shows annual changes in assessed
valuations from fiscal year 2007-08 through fiscal year 2011-12 with respect to Taxable Property
in CFD 2000-01.
Table 9
CFD No. 2000-01
Change in Assessed Valuation
Fiscal Years 2007-08 through 2011-12
(Taxable Property)
Number of
Parcels
Subject Assessed Percent
Fiscal Year to Levy Valuation (1) Change
2007-08 278 $106,507,305 NA
2008-09 278 102,227,757 -4.02%
2009-10 278 87,664,670 -14.25
2010-11 278 86,715,908 -1.08
2011-12 278 87,305,220 0.68
(1) Based on applicable San Bernardino County Assessor Roll dated January 1st preceding each Fiscal Year.
Source: County of San Bernardino, City o(Rancho Cucamonga, David Taussig B Associates, Inc.
Value-to-Burden Ratio
General Information Regarding Value-to-Burden Ratios. In comparing the aggregate
assessed value of the real property within CFD 2000-01 and the principal amount of bonds
issued for CFD 2000-01, it should be noted that an individual parcel may only be foreclosed
upon to pay delinquent installments of the Special Taxes attributable to that parcel. The
principal amount of the CFD 2000-01 Bonds is not allocated pro-rata among the parcels within
CFD 2000-01; rather, the total Special Taxes have been allocated among the parcels within
CFD 2000-01 according to the Rate and Method. The "value-to-burden ratio" measures the
burden of Special Taxes borne by each property in CFD 2000-01 relative to the burden borne by
other properties in CFD 2000-01.
33
P561
The value-to-burden ratio on bonds secured by special taxes will generally vary over the
life of those bonds as a result of changes in the value of the property that is security for the
special taxes and the principal amount of the bonds.
Economic and other factors beyond the property owners' control, such as economic
recession, deflation of land values, financial difficulty or bankruptcy by one or more property
owners, or the complete or partial destruction of Taxable Property caused by, among other
possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the
assessed value within CFD 2000-01. See "RISK FACTORS RELATING TO THE CFDS -
Property Value" and "Bankruptcy Delays."
Aggregate Value-to-Burden Ratio. The aggregate value-to-burden ratio of Taxable
Property in CFD 2000-01, based on fiscal year 2011-12 assessed values ($87,305,220) and the
outstanding principal amount of the Prior CFD 2001-01 Bonds ($922,000) is 94.69:1. This
value-to-burden ratio does not reFlect the burden associated with certain overlapping special tax
and assessment debt. If the portion of the overlapping special tax and assessment debt burden
that is attributable to Taxable Property in CFD 2000-01 were included in the calculation
(resulting in a total governmental burden of $3,241,458), the value-to-burden ratio would be
26.93:1. See "-Direct and Overlapping Governmental Obligations" below.
Value-to-Burden Ratio Distribution. The following table sets forth the distribution of
assessed value-to-burden ratios among parcels of Taxable Property based on fiscal year 2011-
12 assessed values and the burden of the outstanding Prior CFD 2000-01 Bonds and
overlapping special tax and assessment debt.
34
P562
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Major Land Owners
For the purposes of the fiscal year 2011-12 levy, no property owner owned more than 2
parcels (responsible for approximately 0.77% of the fiscal year 2011-12 Special Tax levy in CFD
2000-01) of the 278 parcels of Taxable Property in CFD 2000-01. CFD 2000-01 is completely
built-out.
Delinquencies
The following table is a summary of Special Tax levies, collections and. delinquency
rates on taxable properties in CFD 2000-01 for fiscal years 2006-07 through 2010-11 based on
amounts levied and outstanding delinquencies as of June 30 of each year and as of October 1,
2011.
Table 11
CFD No. 2000-01
Special Tax Collections and Delinquencies
Fiscal Years 2006-07 through 2010-11
(Taxable Property)
As of Fiscal Year End ~ As of October 1.2011
Total
Number
of Parcels Number of Remaining Remaining Remaining
Fiscal Amount Subject to Amount Amount Delinquent Percent Amount Parcels Percent
Year Levied Levv Collected Delinquent (1) Parcels Delinquent Delinquent (1) Delinquent Delinquent
2006-07 $130,300 278 $122,195 $8,105 24 6.22% $0 0 0.00%
2007-OS 130,300 278 123,458 6,842 18 5.25 0 0 0.00
2008-09 130,300 278 124,959 5,341 15 4.10 425 1 0.33
2009-10 130,300 278 126,760 3,540 10 2.72 675 2 0.52
2010-11 130,300 278 127,936 5,003 12 3.84 2,364 6 1.81
(1) Delinquent Amount does not include pe nalties, interest or fees.
Source: David Taussig 8 Associates, Inc., City o7 Rancho Cucamonga, David Taussig 8 Associates, Inc.
As of October 23, 2011, based on information available to the City from
ForeclosureRadar (www.foreclosureradar.com), one parcel in CFD 2000-01 was in private loan
foreclosure proceedings.
36
P564
Direct and Overlapping Governmental Obligations
Taxes, Charges and Assessments. The base property tax rate on property in CFD
2000-01 is 1.00% (including ad valorem tax overrides). The following table shows an illustration
of the annual charges and assessments (which are billed to property owners on asemi-annual
basis) to which Property in CFD 2000-01 is also subject, or will be subject.
Table 12
CFD No. 2000-01
Taxes, Charges and Assessments
LAND USE LAND USE LAND USE
ASSESSED VALUATION CLASS 1 CLASS 2 CLASS 3
AVERAGE ASSESSED VALUE (1) $344,400 $288,800 $286,800
LESS: HOMEOWNER EXEMPTION (7,000) (7,000) (7,000)
EQUALS: NET TAXABLE ASSESSED VALUE (2) 337,400 281,800 279,800
Percent
of Total
FISCAL YEAR 2011-2012 AD VALOREM PROPERTY TAXES (2,3) AV Amounl Amount Amount
BASE PROPERTY TAX 1.0000% 3,374.00 2,818.00 2,798.00
CHAFFEY COMMUNITY COLLEGE DISTRICT G.O. BONDS 0.0153 51.62 43.12 42.81
CHAFFEY JOINT UNION HIGH SCHOOL DISTRICT G.O. BONDS 0.0194 65.46 54.67 54.28
METROPOLITAN WATER DISTRICT MID-VALLEY G.O. BONDS 0.0037 12.48 10.43 10.35
SUBTOTAL AD VALOREM PROPERTY TAX RATE/TAXES 1.0364 % 3,503.56 2,926.21 2,905.44
PARCEL CHARGES. ASSESSMENTS AND SPECIAL TAXES 14) Amount Amount Amount
METROPOLITAN WATER DISTRICT WATER STANDBY CHARGE 7.59 7.59 7.59
WEST VALLEY MOSQUITO 8 VECTOR CONTROL CHARGE 11.55 11.55 11.55
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 1 ~ 18.07 18.07 18.07
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. B 61.49 61.49 61.49
CITY OF RANCHO CUCAMONGA LANDSCAPE DISTRICT No. 9 187.30 187.30 187.30
CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT CFD No. 85-1 152.01 152.01 152.01
ETIWANDA SCHOOL DISTRICT CFD No.7 848.40 848.40 672.54
CITY OF RANCHO CUCAMONGA CFD No. 2000-01 (5) 500.00 475.00 425.00
SUBTOTAL PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES 1,786.41 1,761.41 1,535.55
TOTAL PROPERTY TAXES $5,289.97 $4,687.62 $4 440.99
TOTAL EFFECTIVE TAX RATE
7.536 % 1.623 % 1.548
(1) Average assessed value for a homeowner occupied dwelling unit based on assessed value information provided by San Bernardino County Assessofs
Office as of January 1, 2011.
(2) Assessed Value and ad valorem fazes incorporate owner-occupied assessed value exemption of $7,000.
(3) Based on the fiscal year 2011-2012 atl valorem rates for Taz Rate Area 15022. Rates subject to change in future years.
(4) Based on the fiscal year 2011-2012 charges identifietl on San Bernardino County issued property tax bill. Charges subject to change in future years.
(5) Based on the fiscal year 2011-2012 Assigned Special Tan.
Source: David Taussig 8 Associates, Inc., City o/Rancho Cucamonga, County o/San Bernardino.
37
P565
Overlapping Public Debt. Contained within the boundaries of CFD 2000-01 are certain
overlapping local agencies providing public services and assessing property taxes,
assessments, special taxes and other charges on the property in CFD 2000-01. Many of these
local agencies have outstanding debt.
The current and estimated direct and overlapping obligations affecting the property in
CFD 2000-01 are shown in the following table. The table was prepared by David Taussig &
Associates, Inc., and is included for general information purposes only. The City has not
reviewed this report for completeness or accuracy and makes no representation in connection
therewith.
Table 13
CFD No. 2000-01
Direct and Overlapping Bonded Debt
As of October 1, 2011
Amount Percent
of of
Levy on Levy on
Taxable Taxable
FY Parcels Parcels District Share
2011-12 in the in the Total Debt of Total Debt
Overlapping District Total Levy District District Outstanding t'I Outstanding
Metropolitan Water District Mid-Valley G.O. Bonds $94,810,471 $3,181 0.003% $225,335,000 $7,561
~Chaffey Community College District G.O. Bonds 12,113,753 13,155 0.109 150,208,959 163,121
Chaffey Joint Union High School District G.O. Bonds 8,060,952 16,680 0.207 93,260,000 192,979
Rancho Cucamonga Fire Protection District CFD No. 85-1 NA NA NA Services Only 0
Etiwanda School District CFD No._7 1,340,289 229,428 17.118 13,550,000 2,319,458
Estimated Share of Overlapping Bo nded Debt A llocable to District 2,683,118
Plus: Prior 2000-Ot Bonds 922,000
Estimated Share of Direct and Overlapping Bo nded Debt Allocable to District $3,605,118
(1) As of October 1, 2011.
Source: David Taussig 8 Associates, Inc.
Projected Debt Service Coverage
The average delinquency in CFD 2000-01 in fiscal years 2006-07 through 2010-11 as of
June 30 of the applicable fiscal year was 4.02%. The following paragraphs estimate debt
service coverage on the CFD 2000-01 Special Tax Refunding Bonds based on certain
delinquency rates. The Rate and Method limits to 10% or less the amount that the CFD may
increase the Special Taxes levied on a parcel of property as a result of delinquencies or
defaults by other property owners in the CFD. See Appendix C.
Coverage Provided by Maximum Special Tax (0% Delinquency). If the City were to
levy the maximum Special Tax on the 278 parcels of Taxable Property in CFD 2000-01 for fiscal
year 2011-12 and there were 0% Special Tax delinquencies, the resulting Net Special Tax
Revenues would provide 118.10% coverage on maximum annual debt service on the CFD
2000-01 Special Tax Refunding Bonds ($130,000 in fiscal year 2018).'
Coverage Provided by Maximum Special Tax (5% Delinquency). If the City were to
levy the maximum Special Tax on the 278 parcels of Taxable Property in CFD 2000-01 for fiscal
year 2011-12 and there were 5% Special Tax delinquencies, the resulting Net Special Tax
`Preliminary; subject to change.
38
P566
Revenues would provide 110.99% coverage on maximum annual debt service on the CFD
2000-01 Special Tax Refunding Bonds ($123,785 in fiscal year 2018).'
39
P567
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CFD 2000-02
Location and Description of CFD 2000-02
CFD 2000-02 is a community facilities districtestablished by the City Council of the City
pursuant to the Mello-Roos Act to finance certain public facilities, including public street
improvements and water and sewer improvements. CFD 2000-02 is located in the City and
consists of approximately 138 gross acres known as Rancho Cucamonga Corporate Park,
which is bordered by Foothill Boulevard to the north and Arrow Route to the South, and is
intersected by Milliken Avenue. CFD 2000-02 is generally bounded by existing residential
developments of Terra Vista to the north, the Epicenter (currently the home stadium to the
Rancho Cucamonga Quakes, a minor league baseball team) and related retail uses to the east,
industrial buildings to the south, and commercial and industrial parks to the west. The site is
generally located within a few miles of both Interstate 10 and Interstate 15. See "- Major Land
Owners" below for a description of the largest landowner in CFD 2000-02 and its current land
use.
CFD 2000-02 is commercial in nature. Although there are some undeveloped parcels in
CFD 2000-02, all of the parcels in CFD 2000-02 are "Taxable Parcels" under the applicable
Rate and Method and there is no distinction in the Rate and Method between developed
property and undeveloped property.
Land Use Distribution
The following table shows the distribution of land uses of Taxable Parcels within CFD
2000-02 based on the outstanding principal amount of the Prior CFD 2000-02 Bonds
($5,453,000) and fiscal year 2011-12 assessed values.
a1
P569
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Assessed Property Values
No Appraisal of Property in CFD 2000-02. The City has not commissioned an
appraisal of the Taxable Parcels in CFD 2000-02 in connection with the issuance of the Bonds.
Therefore, the valuation of the taxable property in CFD 2000-02 will be estimated for the
purposes of the Mello-Roos Act, and set forth in this Official Statement, based on the County
Assessor's values.
Assessed Valuation. The valuation of real property in the City is established by the
County Assessor. Assessed valuations are reported at 100% of the full value of the property, as
defined in Article XIIIA of the California Constitution. Article XIIIA of the California Constitution
defines "full cash value" as the appraised value as of March 1, 1975, plus adjustments not to
exceed 2% per year to reflect inflation, and requires assessment of "full cash value" upon
change of ownership or new construction.
Accordingly, the gross assessed valuation presented in this Official Statement may not
necessarily be representative of the actual market value of certain property in CFD 2000-02.
The fiscal year 2011-12 total assessed value of 28 parcels of Taxable Parcels in CFD
2000-02 is $171,772,101.
Historical Assessed Values. The table below shows annual changes in assessed
valuations from fiscal year 2007-08 through fiscal year 2011-12 with respect to Taxable Parcels
in CFD 2000-02.
Table 15
CFD No. 2000-02
Change in Assessed Valuation
Fiscal Years 2010-11 through 2011-12
(Taxable Parcels)
Number of
Parcels
Subject Assessed Percent
Fiscal Year to Levy Valuation (1) Change
2007-OS 22 $98,617,861 NA
2008-09 29 201,446,903 104.27% (2)
2009-10 29 198,479,883 -1.47
2010-11 28 171,385,294 -13.65 (3)
2011-12 28 171,772,101 0.23
(1) Based on applicable San Bernardino County Assessor Roll dated January 1st preceding each Fiscal Year.
(2) Increase from fscal year 2007-OS due to completed construction and reassessment by County.
(3) Decrease due to County-wide reassessment by County for all parcels purchased in 2004 through 2009.
Source: County o/San Bernardino, City o/Rancho Cucamonga, David Taussig & Associates, Inc.
Value-to-Burden Ratio
General Information Regarding Value-to-Burden Ratios. In comparing the aggregate
assessed value of the real property within CFD 2000-02 and the principal amount of bonds
issued for CFD 2000-02; it should be noted that an individual parcel may only be foreclosed
upon to pay delinquent installments of the Special Taxes attributable to that parcel. The
principal amount of the CFD 2000-02 Bonds is not allocated pro-rata among the parcels within
CFD 2000-02; rather, the total Special Taxes have been allocated among the parcels within
43
P571
CFD 2000-02 according to the Rate and Method. The "value-to-burden ratio' measures the
burden of Special Taxes borne by each property in CFD 2000-02 relative to the burden borne by
other properties in CFD 2000-02.
The value-to-burden ratio on bonds secured by special taxes will generally vary over the
life of those bonds as a result of changes in the value of the property that is security for the
special taxes and the principal amount of the bonds.
Economic and other factors beyond the property owners' control, such as economic
recession, deflation of land values, financial difficulty or bankruptcy by one or more property
owners, or the complete or partial destruction of Taxable Parcels caused by, among other
possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the
assessed value within CFD 2000-02. See "RISK FACTORS RELATING TO THE CFDS -
Property Value" and "Bankruptcy Delays."
Aggregate Value-to-Burden Ratio. The aggregate value-to-burden ratio of the Taxable
Parcels in CFD 2000-02, based on fiscal year 2011-12 assessed values ($171,772,101) and the
outstanding principal amount of the Prior CFD 2000-02 Bonds ($5,453,000) is 31.50:1. This
value-to-burden ratio reflects the fact that there is no overlapping special tax or assessment
debt. See "-Direct and Overlapping Governmental Obligations" below.
Value-to-Burden Ratio Distribution. The following table sets forth the distribution of
assessed value-to-burden ratios among Taxable Parcels based on fiscal year 2011-12
assessed values and the burden of the Prior CFD 2000-02 Borids.
4a
P572
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P573
Major Land Owners
The following table lists the top payers of Special Taxes in CFD 2000-02 with respect to
Taxable Parcels for fiscal year 2011-12, based on the projected Special Tax levy and fiscal year
2011-12 assessed values.
Table 17
CFD No. 2000-02
Summary of Top Taxpayers
Fiscal Year 2011-12
(Taxable Parcels)
Projected FY Percentage of
No. of 2072-13 FY 2012-13 FY 2012-13
Name Parcels Special Tax Special Taxes Assessed Value (1)
Palmtree Acquisition Corporation 6 $400,232 73.36% ~ $113,648,800
Catellus GL I LLC 2 64,760 11.87 27,351,361
Fairway Business Centre LLC 4 36,076 6.61 6,378,251
Foothill 8 Milliken JP/PI LLC 4 17,170 3.15 7,540,920
Bam Investments LLC 1 8,524 1.56 1,063,411
Rashad Son's Inc. 1 5,696 1.04 1,690,448
BMV Investments Properties LLC 1 5,454 1.00 3,751,000
MLD-Medical Milliken LLC 3 848 0.16 2,616,900
Intlividual Landowners 6 6,787 1.24 7,731,010
Total 28 $545,548 100.00% $171,772,101
(1) Based on San Bernardino County Assessor Roll dated January 1, 2011.
(2) Based on the levy to fund administrative expenses and the preliminary refunding debt service dated November 28, 2011.
Preliminary; subject to change.
(3) Updated ownership provided by project landowner.
(4) Does not include any parcels under common ownership.
Source: David Taussig 8 Associates, Inc., City of Rancho Cucamonga
Largest Landowner. Palmtree Acquisition Corporation, as successor by merger to
Catellus Development Corporation ("PAC"), owns six parcels consisting of approximately 99.09
acres or 73% of the property in CFD 2000-02. [Update prior to printing: PAC is marketing 1-
2 properties for year-end sale]
Information about PAC. PAC is a subsidiary of Prologis, Inc. ("Prologis"), which is a
leading owner, operator and developer of industrial real estate, focused on global and regional
markets across the Americas, Europe and Asia. As of June 30, 2011, Prologis owned or had
investments in, on a consolidated basis or through unconsolidated joint ventures, properties and
development projects expected to total approximately 600 million square feet (55.7 million
square meters) in 22 countries. The company leases modern distribution facilities to more than
4,500 customers, including manufacturers, retailers, transportation companies, third-party
logistics providers and other enterprises. Far further information on Prologis, see its Internet
homepage located at www.prologis.com. This Internet address is included for reference only,
and the information on this Internet site is not a part of this Official Statement or incorporated by
reference into this Official Statement.
PAC has not agreed to provide continuing disclosure in connection with the
Bonds.
Description of Property Use. The property owned by PAC in CFD 2000-02 is operated as
an industrial business park known as Rancho Cucamonga Corporate Park. PAC leases its
46
P574
property to manufacturers, retailers, transportation companies, third-party logistics providers
and other enterprises.
Status of Leasing. The leasing status of Prologis' properties in Rancho Cucamonga Park
as of October 1, 2011 is summarized in the following table. The leases described below are
modified triple-net leases; the cost of the Special Taxes is not passed through to the tenants by
the property owner.
Rancho Cucamonga Corporate Park
Leasing Status of PAC's Properties
(As of October 1, 2011)
Net Lease Lease
APN Current Lessees Acres Start Ex iration O lion
22901243 (Part) Ford Motor Company Part of 09/30/02 12/31/12 Three 5-yr
21.05 0 lions to renew
22901243 (Part) Schwarz Paper Company Part of 09/01 /02 04/30/14 None
21.05
22901242 APL Logistics Warehouse 20.58 10/01/00 01/13/13 None
Mang ement Services
22901241 APL Logistics Warehouse 23.06 05/01/00 05/31/13 None
Mang ement Services
22901255 LG Electronics Alabama, 7.67 03/01/01 02/29/16 None
Inc.
22901240 Carpenter Technology 4.02 08/01 /00 07/31 /15 A 5-yr option to
Cor oration renew
22901244 Sanyo Logistics 22.71 10/01/03 09/30/13 None
Cor oration
Total 99.09
Catellus GL I LLC. Two parcels in CFD 2000-02 are owned by Catellus GL I LLC, which
is not affiliated with Palmtree Acquisition Corporation. The parcels owned by Catellus GL I LLC
are leased for use as a Lowes Retail Center and a Union Bank branch.
Delinquencies
02.
There have been no Special Tax delinquencies in the past five fiscal years in CFD 2000-
47
P575
Direct and Overlapping Governmental Obligations
Taxes, Charges and Assessments. The base property tax rate on property in CFD
2000-02 is 1.00% (including ad valorem tax overrides). The following table shows an illustration
of the annual charges and assessments (which are billed to property owners on asemi-annual
basis) to which property in CFD 2000-02 is also subject, or will be subject.
Table 18
CFD No. 2000-02
Taxes, Charges and Assessments
WAREHOUSE/ MEDICALI
ASSESSED VALUATION DISTRIBUTION RESTAURANT OFFICE
REPRESENTATIVE NET TAXABLE ASSESSED VALUE PER PARCEL (1) $23 729 000 $2 198 500 $672 300
Percent
of Total
FISCAL YEAR 2011-2012 AD VALOREM PROPERTY TAXES 12) AV Amount Amount Amount
BASE PROPERTY TAX 1.0000% $237,290.00 $21,985.00 $8,723.00
CHAFFEY COMMUNITY COLLEGE DISTRICT G.O. BONDS 0.0153 3,630.54 336.37 133.46
CHAFFEY JOINT UNION HIGH SCHOOL DISTRICT G.O. BONDS 0.0194 4,603.43 426.51 169.23
METROPOLITAN WATER DISTRICT MID-VALLEY G.O. BONDS 0.0037 877.97 81.34 32.28
SUBTOTAL AD VALOREM PROPERTY TAX RATE/TAXES 1.0384 246,401.94 22,829.22 9,057.96
PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES (3) Amount Amount Amount
METROPOLITAN WATER DISTRICT WATER STANDBY CHARGE 156.20 10.70 7.59
WEST VALLEY MOSQUITO & VECTOR CONTROL CHARGE 230.93 45.30 16.28
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 1 731.71 50.41 2.79
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 6 ~ 1,058.11 72.77 3.90
CITY OF RANCHO CUCAMONGA LANDSCAPE DISTRICT No. 3B 7,260.92 497.75 25.00
CITY OF RANCHO CUCAMONGA AD No. 85-PD 434.30 15.80 15.80
CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT CFD No. 85-1 42,899.79 732.61 261.56
CITY OF RANCHO CUCAMONGA CFD No. 2000-02 (4) 86,789.15 5,946.20 295.20
SUBTOTAL PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES 139,561.11 7,371.54 628.12
TOTAL PROPERTY TAXES $385,963.05 $30,200.76 $9,686.08
TOTAL EFFECTIVE TAX RATE
1.627 % 1.374 % 1.110°
(1) Based on assessed value information provided by San Bernardino County Assessor's Office as of January 1, 2011.
(2) Based on the fiscal year 2011-2012 ad valorem rates for Tax Rate Area 15017 Rates subject to change in future years.
(3) Based on the fiscal year 2011-2012 charges identified on San Bernardino County issued property tax bill. Charges subject to change in
(ulure years.
(4) Based on the fiscal year 2011-2012 actual Special Tax.
Source: David Taussig & Associates, Inc., City o/Rancho Cucamonga, County o/San Bernardino
48
P576
Overlapping Public Debt. Contained within the boundaries of CFD 2000-02 are certain
overlapping local agencies providing public services and assessing property taxes,
assessments, special taxes and other charges on the property in CFD 2000-02. Many of these
local agencies have outstanding debt.
The current and estimated direct and overlapping obligations affecting the property in
CFD 2000-02 are shown in the following table. The table was prepared by David Taussig &
Associates, Inc., and is included for general information purposes only. The City has not
reviewed this report for completeness or accuracy and makes no representation in connection
therewith.
Table 19
CFD No. 2000-02
Direct and Overlapping Bonded Debt
As of October 1.2011
Amount of Percent o/
Levy on Levy on
Taxable Taxable District Share
FY 2011-2012 Parcels Parcels Total Debt of Total Debt
T.a~~ i e,,,, ~., rtio n~m.~,-r ,., rr.o rn~r.;~r n~ n~r~.,d;.,,. ~'~ rn ~r~r~.,n;.,..
Chaftey Community College District G.O. Bonds 12,113,753 $26,281 0.217 150,208,959 325,883
Chaftey Joint Union High School District G.O. Bonds 8,060,952 $33,324 0.413 93,260,000 385,535
Rancho Cucamonga Fire Protection District CFD No. 85-1 NA NA NA Services Only $0
Rancho Cucamonga AD No. 85-PD NA NA NA Maintenance Only $0
Estimated Share of Overlapping Bonded Debt Allocable to District 726,523
Plus: Prior 2000-02 Bonds 5,453,000
Estimated Share of Direct and Overlapping Bonded Debt Allocable to District $6,179,523
(1) As of October 1, 2011.
Source: David Taussig 6 Associates, Inc.
Projected Debt Service Coverage
There have been no Special Tax delinquencies in the past five fiscal years in CFD
2000-02. The fallowing paragraphs estimate debt service coverage on the CFD 2000-02 Special
Tax Refunding Bonds based on certain delinquency rates. The Rate and Method does not limit
the amount that the CFD may increase Special Taxes levied on a parcel of property as a result
of delinquencies or defaults of other property owners in the CFD, except that the CFD may not
levy an amount in excess of the Maximum Special Tax. See Appendix C.
Coverage Provided by Maximum Special Tax (0% Delinquency). If the City were to
levy the maximum Special Tax on the 28 Taxable Parcels in CFD 2000-02 for fiscal year
2011-12 and there were 0% Special Tax delinquencies, the resulting Net Special Tax Revenues
would provide 120.91% coverage on maximum annual debt service on the CFD 2000-02
Special Tax Refunding Bonds ($654,159 in fiscal year 2013).'
Coverage Provided by Maximum Special Tax (5% Delinquency). If the City were to
levy the maximum Special Tax on the 28 Taxable Parcels in CFD 2000-02 for fiscal year
2011-12 and there were 5% Special Tax delinquencies, the resulting Net Special Tax Revenues
would provide 114.31% coverage on maximum annual debt service on the CFD 2000-02
Special Tax Refunding Bonds ($621,451 in fiscal year 2013).'
`Preliminary; subject to change.
49
P577
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P578
CFD 2001-01 -IMPROVEMENT AREAS NOS. 1 AND 2
Location and Description of CFD 2001-01 (IA 182)
CFD 2001-01 is a community facilities district established by the City Council of the City
pursuant to the Mello-Roos Act to finance certain public facilities, including public street
improvements, storm drain and flood control facilities and water and sewer improvements. CFD
2001-01 consists of approximately 309 gross acres. Improvement Area No. 1 consists of 139
gross acres and Improvement Area No. 2 consists of 53 gross acres. The property in
Improvement Area No. 1 is residential in use. The property in Improvement Area No. 2 is
primarily commercial and contains the Victoria Gardens mall. Improvement Areas No. 1 and No.
2 are collectively referred to in this Official Statement as "CFD No. 2001-01 (IA 182)."
[Discuss development status. Are 5.47 undeveloped acres in CFD boundaries9]
Land Use Distribution
The following table shows the distribution of land uses of Taxable Property within CFD
2001-01 (IA 182) based on the outstanding principal amount of the Prior CFD 2001-01 (IA 1&2)
Bonds ($10,163,000) and fiscal year 2011-12 assessed values. There are no parcels of
Undeveloped Property in CFD No. 2001-01 (IA 1&2).
51
P579
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Assessed Property Values
No Appraisal of Property in CFD 2001-01 (IA 1&2). The City has not commissioned
an appraisal of the taxable property in CFD 2001-01 (IA 1&2) in connection with the issuance of
the Bonds. Therefore, the valuation of the taxable property in CFD 2001-01 (IA 1&2) will be
estimated for the purposes of the Mello-Roos Act, and set forth in this Official Statement, based
on the County Assessor's values.
Assessed Valuation. The valuation of real property in the City is established by the
County Assessor. Assessed valuations are reported at 100% of the full value of the property, as
defined in Article XIIIA of the California Constitution. Article XIIIA of the California Constitution
defines "full cash value' as the appraised value as of March 1, 1975, plus adjustments not to
exceed 2% per year to reflect inflation, and requires assessment of "full cash value" upon
change of ownership or new construction.
Accordingly, the gross assessed valuation presented in this Official Statement may not
necessarily be representative of the actual market value of certain property in CFD 2001-01 (IA
1 &2).
The fiscal year 2011-12 total assessed value of the 761 parcels of Taxable Property in
CFD 2001-01 (IA 1&2) is $338,107,270.
Historical Assessed Values. The table below shows annual changes in assessed
valuations from fiscal year 2007-08 through 2011-12 with respect to Taxable Property in CFD
2001-01 (IA 1&2).
Table 21
CFD 2001-01 (IA 1&2)
Change in Assessed Valuation
Fiscal Years 2010-11 through 2011-12
(Taxable Property)
Number of
Parcels
Subject Assessed Percent
Fiscal Year to Levy Valuation (1) Change
2007-2008 761 $489,829,987 NA
2008-2009 761 460,298,611 -6.03%
2009-2010 761 365,531,367 -20.59 (2)
2010-2011 761 351,040,778 -3.96
2011-2012 761 338,107,270 -3.68
(1) Based on applicable San Bernardino County Assessor Roll dated January 1st preceding each Fiscal Year.
(2) Decrease due to County-wide reassessment by County for all parcels purchased in 2004 through 2009.
Source: County of San Bemardino, City o(Rancho Cucamonga, David Taussig 8 Associates, Inc.
Value-to-Burden Ratio
General Information Regarding Value-to-Burden Ratios. In comparing the aggregate
assessed value of the real property within CFD 2001-01 (IA 1&2) and the principal amount of
the bonds issued for CFD 2001-01 (IA 1&2), it should be noted that an individual parcel may
only be foreclosed upon to pay delinquent installments of the Special Taxes attributable to that
parcel. The principal amount of the CFD 2001-01 (IA 1&2) Bonds is not allocated pro-rata
among the parcels within CFD 2001-01 (IA 1&2); rather, the total Special Taxes have been
53
P581
allocated among the parcels within CFD 2001-01 (IA 1&2) according to the Rate and Method.
The "value-to-burden ratio" measures the burden of Special Taxes borne by each property in
CFD 2001-01 (IA 1&2) relative to the burden borne by other properties in CFD 2001-01 (IA
1&2).
The value-to-burden ratio on bonds secured by special taxes will generally vary over the
life of those bonds as a result of changes in the value of the property that is security for the
special taxes and the principal amount of the bonds.
Economic and other factors beyond the property owners' control, such as economic
recession, deflation of land values, financial difficulty or bankruptcy by one or more property
owners, or the complete or partial destruction of Taxable Property caused by, among other
possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the
assessed value within CFD 2001-01 (IA 1&2). See "RISK FACTORS RELATING TO THE
CFDS -Property Value" and "Bankruptcy Delays."
Aggregate Value-to-Burden Ratio. The aggregate value-to-burden ratio of Taxable
Property in CFD 2001-01 (IA 1&2), based on fiscal year 2011-12 assessed values
($338,107,270) and the outstanding principal amount of the Prior CFD 2001-01 (IA 1&2) Bonds
($10,635,000) is 31.79:1. This value-to-burden ratio reflects the fact that there is no overlapping
special tax or assessment debt. See "-Direct and Overlapping Governmental Obligations"
below.
Value-to-Burden Ratio Distribution. The following table sets forth the distribution of
assessed value-to-burden ratios among parcels of Taxable Property based on fiscal year 2011-
12 assessed values and the burden of the outstanding Prior CFD 2001-01 (IA 1 &2) Bonds.
54
P582
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P583
Major Land Owners
For the purposes of the fiscal year 2011-12 levy, no property owner owned more than 7
parcels of the 761 parcels of Taxable Property in CFD 2001-01 (IA 182).
The following table lists the top 10 payers of Special Taxes in CFD 2001-01 (IA 182)
with respect to Taxable Property for fiscal year 2011-12, based on the actual fiscal year 2011-12
Special Tax levy and fiscal year 2011-12 assessed values. The table does .not identify the
names of individual homeowners.
Table 23
CFD 2001-01 (IA 182)
Summary of Top 10 Taxpayers
Fiscal Year 2011-12
(Taxable Property)
Percentage of
Projected Projected
No. of FY 2012.13 FY 2012-13 FY 2011-12
Name (1) Parcels Special Taxes (2) Special Taxes Assessed Value (1)
Diamond Square LLC 4 $47,479 5.17% $25,050,000
ABS Winery Estate LLC 7 34,351 3.74 19,853,676
ABS Boondocker Apartments LLC 1 3,849 0.42 2,111,000
12190 Foothill Boulevard LLC 1 2,083 0.23 2,805,861
Single-Parcel Property Owners 748 830,013 90.44 288,286,733
Total 761 $917,776 100.00% $338,107,270
(1) Based on development status reported for fiscal year 2011-12.
(2) Based on the levy to fund administrative expenses and the preliminary refunding debt service dated November 26, 2011.
Preliminary; subject to change.
Source: David Taussig 8 Associates, Inc., City of Rancho Cucamonga.
Largest Landowner. Diamond Square, LLC owns four parcels on which a 105,757
square foot retail power center was built in 2005. The center is 97% leased with a 3,169 square
foot space available for lease. The center is commonly known as Victoria Gateway and
includes tenants such as; Best Buy, REI, Fresh 8 Easy, Beverages 8 More, Chick-Fil-A, and
Johnny Carrion's Italian Restaurant.
56
P584
Delinquencies
The following table is a summary of Special Tax levies, collections and delinquency
rates on taxable properties in CFD 2001-01 (IA 1&2) for fiscal years 2006-07 through 2010-11
based on amounts levied and outstanding delinquencies as of June 30 of each year and as of ,
October 1.2011.
Table 24
CFD 2001-01 (IA 18r2)
Special Tax Collections and Delinquencies
Fiscal Years 2006-07 through 2010-11
(Taxable Property)
As of Fiscal Year End As of October 1.2011
Total
Number of
Parcels Number of Remaining Remaining Remaining
Fiscal Amount Subject to Amount Amount Delinquent Percent Amount Parcels Percent
Year Levied Levv Collected Delinquent (1) Parcels Delinquent Delinquent (1) Delinquent Delinquent
2006-07 $1,256,462 761 $1,138,571 $117,891 103 9.38% $0 0 0.00%
2007-OS 1,261,700 761 1,150,539 111,162 85 8.81 1,515 1 0.12
2008-09 1,261,700 761 1,164,075 97,625 73 7.74 2,565 2 0.20
2009-10 1,261,700 761 1,208,246 53,454 42 4.24 5,685 5 0.45
2010-11 1,316,249 763 1,288,196 28,053 24 2.13 20,345 18 1.55
(1) Delinquent Amount does not include penalties, interest or fees.
Source: County of San Bernardino, City o7 Rancho Cucamonga, David Taussig & Associates, Inc.
As of October 23, 2011, based on information available to the City from
ForeclosureRadar (www.foreclosureradar.com), four parcels in CFD 2001-01 (IA 1&2) were in
private loan foreclosure proceedings.
57
P585
Direct and Overlapping Governmental Obligations
Taxes, Charges and Assessments. The base property tax rate on property in
Improvement Area No. 1 is 1.00% (including ad valorem tax overrides). The following table
shows an illustration of the annual charges and assessments (which are billed to property
owners on asemi-annual basis) to which property in Improvement Area No. 1 is also subject, or
will be subject. The table shows two of the seven land use classes contained in Improvement
Area No. 1 and illustrates the existing overlapping tax obligations.
Table 25
CFD 2001-01 -Improvement Area No. 1
Taxes, Charges and Assessments
ASSESSED VALUATION LAND USE
CLASS 1 LAND USE
CLASS 6
AVERAGE ASSESSED VALUE (1) $470,400 $359,300
LESS: HOMEOWNER EXEMPTION ($7,000) ~ ($7,000)
EQUALS: NET TAXABLE ASSESSED VALUE (2) _ $463,400 $352,300
Percent
FISCAL YEAR 2011.2012 AD VALOREM PROPERTY TAXES (2,3) of Total AV Amount Amount
BASE PROPERTY TAX 1.0000% $4,634.00 $3,523.00
CHAFFEY COMMUNITY COLLEGE DISTRICT G.O. BONDS 0.0153 $70.90 $53.90
CHAFFEY JOINT UNION HIGH SCHOOL DISTRICT G.O. BONDS 0.0194 $89.90 $68.35
METROPOLITAN WATER DISTRICT MID-VALLEY G.O. BONDS 0.0037 $17.15 $13.04
PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES
Amount Amount
METROPOLITAN WATER DISTRICT WATER STANDBY CHARGE $7.59 _ $7.59
WEST VALLEY MOSQUITO & VECTOR CONTROL CHARGE $11.55 $11.55
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 1 $18.07 $18.07
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 3 $47.45 $47.45
CITY OF RANCHO CUCAMONGA LANDSCAPE DISTRICT No. 2 $422.30 $422.30
CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT CFD No. 85-1 $152.01 $152.01
CITY OF RANCHO CUCAMONGA CFD No. 2001-01 (5) $2,100.00 $1,119.00
SUBTOTAL PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES
$2,758.97 $1,777.97
TOTAL PROPERTY TAXES $7,570.92 $5,43625
TOTAL EFFECTIVE TAX RATE
1.609% 1.513%
(1) Average assessed value for a homeowner occupied dwelling unit based on assessed value information provided by
San Bernardino County Assessor's Office as of January 1, 2011.
(2) Assessed Value and ad valorem taxes incorporate owner-occupied assessed value exemption of $7,000.
(3) Based on the fiscal year 2011-2012 ad valorem rates for Tax Rate Area 15053. Rates subject to change in future
years.
(4) Based on the fiscal year 2011-2012 charges identifed on San Bernardino County issued property lax bill. Charges
subject to change in future years.
(5) Based on the fscal year 2011-2012 Assigned Special Tax.
Source: David Taussig & Associates, Inc., City of Rancho Cucamonga, County of San Bernardino.
58
P586
Taxes, Charges and Assessments. The base property tax rate on property in
Improvement Area No. 2 is 1.00% (including ad valorem tax overrides). Property in
Improvement Area No. 2 is also subject, or will be subject, to the annual charges and
assessments (which are billed to property owners on asemi-annual basis) set forth in the
following table .
Table 2li
CFD 2001-01 -Improvement Area No. 2
Taxes, Charges and Assessments
LAND USE LAND USE-
ASSESSED VALUATION CLASS 2 CLASS 3
REPRESENTATIVE NET TAXABLE ASSESSED VALUE PER PARCEL (1) $249,900 $2,575,000
LESS: HOMEOWNER EXEMPTION ($7,000) NA
EQUALS: NET TAXABLE ASSESSED VALUE PER PARCEL (2) $242,900 $2,575,000
Percent
of Total
FISCAL YEAR 2011-2072 AD VALOREM PROPERTY TAXES (2,3) AV Amount Amount
BASE PROPERTY TAX 1.0000% $2,429.00 $25,750.00
CHAFFEY COMMUNITY COLLEGE DISTRICT G.O. BONDS 0.0153 37.16 393.98
CHAFFEY JOINT UNION HIGH SCHOOL DISTRICT G.O. BONDS 0.0194 47.12 499.55
METROPOLITAN WATER DISTRICT MID-VALLEY G.O. BONDS 0.0037 8.99 - 95.28
SUBTOTAL AD VALOREM PROPERTY TAX RATE/TAXES 1.0384% 2,522.27 26,738.80
PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES (4) Amount Amount
METROPOLITAN WATER DISTRICT WATER STANDBY CHARGE 7.59 7.59
WEST VALLEY MOSQUITO & VECTOR CONTROL CHARGE 7.05 5.93
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 1 18.07 34.06
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 3 - 47.45 89.89
CITY OF RANCHO CUCAMONGA LANDSCAPE DISTRICT No. 2 422.30 NA
CITY OF RANCHO CUCAMONGA LANDSCAPE DISTRICT No. 3B NA 335.46
CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT CFD No. 85-1 152.01 1,241.48
CITY OF RANCHO CUCAMONGA CFD No. 2001-01 (5) 1,076.58 5,065.20
SUBTOTAL PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES
TOTAL PROPERTY TAXES
TOTAL EFFECTIVE TAX RATE
1,731.05 6,779.61
4,253.32 $33,518.41
1.702% 7.302%
(1) Based on assessed value information provided by San Bernardino County Assessor's Office as of January 1, 2011.
(2) Assessed Value and ad valorem taxes incorporate owner-occupied assessed value exemption of $7,000.
(3) Based on the fscal year 2011-2012 ad valorem rates for Tax Rate Area 15082. Rates subject to change in future
years.
(4) Based on the fiscal year 2011-2012 charges identified on San Bernardino County issued property tax bill. Charges
subject to change in future years.
(5) Based on the fiscal year 2011-2012 actual Special Tax.
Source: David Taussig & Associates, Inc., City of Rancho Cucamonga, County of San Bemardino
Overlapping Public Debt. Contained within the boundaries of CFD 2001-01 (IA 1&2)
are certain overlapping local agencies providing public services and assessing property taxes,
assessments, special taxes and other charges on the property in CFD 2001-01 (IA 1&2). Many
of these local agencies have outstanding debt.
59
P587
The current and estimated direct and overlapping obligations affecting the property in
CFD 2001-01 (IA 1&2) are shown in the following table. The table was prepared by David
Taussig & Associates, Inc., and is included for general information purposes only. The City has
not reviewed this report for completeness or accuracy and makes no representation in
connection therewith.
Table 27
CFD 2001-01 (IA 1&2)
Direct and Overlapping Bonded Debt
As of October 1, 2011
Amount Percent
of Levy of
on Levy on District
Taxable Taxable Share
Parcels Parcels of Total
FY 2012-2013 in the in the Total Debt Debt
Metropolitan Water District Mid-Valley G.O. Bonds $94,810,471 $12,402 0.013% $225,335,000 $29,475
Chaffey Community College District G.O. Bonds - 12,113,753 51,282 0.423 150,208,959 635,893
Chaffey Joint Union High School District G.O. Bonds 8,060,952 65,024 0.807 93,260,000 752,290
Rancho Cucamonga Fire Protection District CFD No. 85-1 NA NA NA Services Only 0
Estimated Share of Overlapping Bonded Debt Allocable to District $1,417,658
PIus:2001-OtA Refunding Bonds 10,635,000
Estimated Shareof Direct and Overlapping Bonded Debt Allocable to District $12,052,658
(1) As of October 1, 2011.
Source: David Taussig & Associates, Inc.
Projected Debt Service Coverage
The average delinquency rate in Improvement Areas No. 1 and 2 in fiscal years 2006-07
through 2010-11 as of June 30 of the applicable fiscal year was 6.46%. The following
paragraphs estimate debt service coverage on the CFD 2001-01 (IA 1&2) Special Tax
Refunding Bonds based on certain delinquency rates. The Rate and Method for each of
Improvement Area No. 1 and Improvement Area No. 2 provides that under no circumstances
will the Special Tax levied against any parcel of residential property for which an occupancy
permit for private residential use has been issued be increased by more than 10% as a
consequence of delinquency or default by the owner of any other parcel within such
Improvement Area, except for those residential properties whose owners are also delinquent or
in default on their Special Tax payments for one or more other properties within Improvement
Area No. 1 or Improvement Area No. 2.
Coverage Provided by Maximum Special Tax (0% Delinquency). If the City were to
levy the maximum Special Tax on the 761 Taxable Parcels in CFD 2001-01 (IA 1&2) for fiscal
year 2011-12 and there were 0% Special Tax delinquencies, the resulting Net Special Tax
Revenues would provide 136.45% coverage on maximum annual debt service on the CFD
2001-01 (IA 1&2) Special Tax Refunding Bonds ($1,261,700 in fiscal year 2031).*
Coverage Provided by Maximum Special Tax (5% Delinquency). If the City were to
levy the maximum Special Tax on the 761 Taxable Parcels in CFD 2001-01 (IA 1&2) for fiscal
year 2011-12 and there were 5% Special Tax delinquencies, the resulting Net Special Tax
Preliminary; subject to change.
60
P588
Revenues would provide 129.13% coverage on maximum annual debt service on the CFD
2001-01 (IA 1&2) Special Tax Refunding Bonds ($1,198,615 in fiscal year 2031).*
Coverage Provided by Maximum Special Tax (10% Delinquency). If the City were to
levy the maximum Special Tax on the 761 Taxable Parcels in CFD 2001-01 (IA 1&2) for fiscal
year 2011-12 and there were 10% Special Tax delinquencies, the resulting Net Special Tax
Revenues would provide 121.81% coverage on maximum annual debt service on the CFD
2001-01 (IA 1&2) Special Tax Refunding Bonds ($1,135,530 in fiscal year 2031).*
61
'•~• P589
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P590
CFD 2001-01 -IMPROVEMENT AREA NO. 3
Location and Description of CFD 2001-01 (IA3)
CFD 2001-01 is a community facilities district established by the City Council of the City
pursuant to the Mello-Roos Act to finance certain public facilities, including public street
improvements, storm drain and flood control facilities and water and sewer improvements. CFD
2001-01 consists of approximately 309 gross acres. Improvement Area No. 3 consists of
approximately 117 gross acres (with approximately 55 acres in Zone 1 and 62 gross acres in
Zone 7). The special tax obligation for property within Zone 1 of Improvement Area No. 3 has
been prepaid and permanently satisfied. The property in Zone 7 of Improvement Area No. 3 is
primarily commercial. As a result, all references to property in Improvement Area No. 3 is a
reference to property in Zone 7 of Improvement Area No. 3. Zone 7 of Improvement Area
No. 3 is referred to in this Official Statement as "CFD 2001-01 (IA3)."
Through fiscal year 2010-11, there were 15 parcels of Taxable Property in CFD 2001-
01(IA3). However, pursuant an "Agreement Regarding Levy of Special Taxes within
Improvement Area No. 3 of Community Facilities District No. 2001-01 of the City of Rancho
Cucamonga" dated December 7, 2011, Restorative Justice Center of the Inland Empire
("Restorative Justice"), Foothill Crossing LLC and the City agreed that the property owned by
Restorative Justice Center and a parcel owned by the City, because they are subject to
restrictive easements that prevent development, will no longer constitute Taxable Property,
Consequently, beginning in fiscal year 2011-12, there are 13 parcels in CFD 2001 01
(IA3); the 13 parcels are owned by two property owners. There are 12 developed parcels
owned by Foothill Crossing LLC that are operated as a retail center. There is one undeveloped
parcel in CFD 2001-01 (IA3) that is owned by the City; the City's parcel has a $0 assessed
value for fiscal year 2011-12, it is exempt from ad valorem property taxes, and the City intends
to eventually transfer the parcel to the California Department of Transportation for development
as an off-ramp from Interstate 15. The City has historically paid Special Taxes on this parcel
and plans to continue doing so while it retains ownership. The City has covenanted to prepay
the Special Taxes on this parcel prior to transferring the parcel to an entity that would be exempt
from the Special Taxes (such as the California Department of Transportation). See "RISK
FACTORS RELATING TO THE CFDS-Exempt Properties."
Land Use Distribution
The following table shows the distribution of land uses of Taxable Property within CFD
2001-Ot (IA3) based on the outstanding principal amount of the Prior CFD 2001-01 (IA3) Bands
($804,000) and fiscal year 2011-12 assessed values.
63
P591
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P592
Assessed Property Values
No Appraisal of Property in CFD 2001-01 (/A3). The City has not commissioned an
appraisal of the taxable property in CFD 2001-01 (IA3) in connection with the issuance of the
Bonds. Therefore, the valuation of the taxable property in CFD 2001-01 (IA3) will be estimated
for the purposes of the Mello-Roos Act, and set forth in this Official Statement, based on the
County Assessor's values.
Assessed Valuation. The valuation of real property in the City is established by the
County Assessor. Assessed valuations are reported at 100% of the full value of the property, as
defined in Article XIIIA of the California Constitution. Article XIIIA of the California Constitution
defines "full cash value" as the appraised value as of March 1, 1975, plus adjustments not to
exceed 2% per year to reflect inflation, and requires assessment of "full cash value" upon
change of ownership or new construction.
Accordingly, the gross assessed valuation presented in this Official Statement may not
necessarily be representative of the actual market value of certain property in CFD 2001-01
(IA3).
The fiscal year 2011-12 total assessed value of the 13 parcels of Taxable Property in
CFD 2001-01 (IA3) is $38,140,594. One of the parcels is owned by the City and has no fiscal
year 2011-12 assessed value.
Historical Assessed Values. The table below shows annual changes in assessed
valuations from fiscal year 2007-08 through 2011-12 with respect to Taxable Property in CFD
2001-01 (IA3).
Table 29
CFD 2001-01 (IA3)
Change in Assessed Valuation
Fiscal Years 2010-11 through 2011-12
(Taxable Property)
Number of
Parcels
Subject Assessed Percent
Fiscal Year to Levy (1) Valuation (2) Change
.2007-2008 15 $47,172,948 NA
2008-2009 15 48,116,407 2.00%
2009-2010 15 49,078,735 2.00
2010-2011 15 48,962,418 -0.24
2011-2012 15 38,140,594 -20.82(3)
(1) Through fiscal year 2010-11, there were 15 parcels of Taxable Property in CFD 2001-01(IA3). However,
pursuant an "Agreement Regarding Levy of Special Taxes within Improvement Area No. 3 of Community Facilities
District No. 2001-01 of the City of Rancho Cucamonga' dated December 7, 2011, Restorative Justice, Foothill
Crossing LLC and the City agreed that the property owned by Restorative Justice Center and a parcel owned by the
City, because [hey are subject to restrictive easements that prevent development, will no longer constitute Taxable
Property,
(2) Based on applicable San Bernardino County Assessor Roll dated January 1st preceding each Fiscal Year.
(3) Decrease due to Proposition 8 appeals.
Source: County of San Bemardino, City of Rancho Cucamonga, David Taussig & Associates, Inc.
65
P593
Value-to-Burden Ratio
General Information Regarding Value-to-Burden Ratios. In comparing the aggregate
assessed value of the real property within CFD 2001-01 (IA3) and the principal amount of the
bonds issued for CFD 2001-01 (IA3), it should be noted that an individual parcel may only be
foreclosed upon to pay delinquent installments of the Special Taxes attributable to that parcel.
The principal amount of the CFD 2001-01 (IA3) Bonds is not allocated pro-rata among the
parcels within CFD 2001-01 (IA3); rather, the total Special Taxes have been allocated among
the parcels within CFD 2001-01 (IA3) according to the Rate and Method. The "value-to-burden
ratio" measures the burden of Special Taxes borne by each property in CFD 2001-01 (IA3)
relative to the burden borne by other properties in CFD 2001-01 (IA3).
The value-to-burden ratio on bonds secured by special taxes will generally vary over the
life of those bonds as a result of changes in the value of the property that is security for the
special taxes and the principal amount of the bonds.
Economic and other factors beyond the property owners' control, such as economic
recession, deflation of land values, financial difficulty or bankruptcy by one or more property
owners, or the complete or partial destruction of Taxable Property caused by, among other
possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the
assessed value within CFD 2001-01 (IA3). See "RISK FACTORS RELATING TO THE CFDS -
Property Value" and "Bankruptcy Delays."
Aggregate Value-to-Burden Ratio. The aggregate value-to-burden ratio of Taxable
Property in CFD 2001-01 (IA3), based on fiscal year 2011-12 assessed values ($38,140,594)
and the outstanding principal amount of the Prior CFD 2001-01 (IA3) Bonds ($804,000) is
47.44:1. This value-to-burden ratio does not reflect the burden associated with certain
overlapping special tax and assessment debt. If the portion of the overlapping special tax and
assessment debt burden that is attributable to Taxable Property in CFD 2001-01 (IA3) were
included in the calculation (resulting in a total governmental burden of $1,056,954), the value-to-
burden ratio would be 20.50:1. See "-Direct and Overlapping Governmental Obligations"
below.
Value-to-Burden Ratio Distribution. The following table sets forth the distribution of
assessed value-to-burden ratios among parcels of Taxable Property based on fiscal year 2011-
12 assessed values and the burden of the outstanding Prior CFD 2001-01 (IA3) Bonds and
overlapping special tax and assessment debt.
66
P594
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P595
Major Land Owners
The following table lists the two payers of Special Taxes in CFD 2001-01 (IA3) with
respect to Taxable Property for fiscal year 2011-12, based on the actual fiscal year 2011-12
Special Tax levy and fiscal year 2011-12 assessed values.
Table 31
CFD 2001-01 (IA3)
Summary of Top Taxpayers
Fiscal Year 2011-12
(Taxable Property)
Percentage of
Actual FY Projected
No. of 2012.13 Special FY 2012-13 FY 2011-12 Assessed
Name (1) Parcels Taxes Levied (2) Special Taxes Value (1)
Foothill Crossing LLC 12 $57,508 ~ 82.84% $38,140,594
City of Rancho Cucamonga 1 11,909 17.16 0
Total 13 $69,418 100.00% $38,140,594
(1) Based on San Bernardino County Assessor Roll dated January 1, 2011.
(2) Based on the levy to fund administrative expenses and the preliminary refunding debt service d ated November 28, 2011.
Preliminary subject to change;.
Source: David Taussig & Associates, Inc., City o(Rancho Cucamonga.
Foothill Crossing LLC. Foothill Crossing LLC owns property in CFD 2000-01 (IA3) that
is responsible for 55.88% of the fiscal year 2011-12 Special Tax levy.
Foothill Crossing LLC is a limited liability company owned by O&S Holdings, LLC. For
further information on 08S Holdings, LLC, see its Internet homepage located at
www.osholdings.com. This Internet address is included for reference only, and the information
on this Internet site is not a part of this Official Statement or incorporated by reference into this
Official Statement.
Foothill Crossing LLC has not agreed to provide continuing disclosure in
connection with the Bonds.
The property owned by Foothill Crossing LLC in Zone 7 of Improvement Area No. 3 of
CFD 2000-01, known as "Foothill Crossing," is operated as an open air mall with 312,951
square feet of retail and businesses. Foothill Crossing opened in late-2004. Tenants of Foothill
Crossing include the new Sears Grand concept store and Office Depot.
As of October 1, 2011, there was an approximately 99% occupancy rate (based on
rentable square footage) and the average remaining term of existing leases was 48 months
(excluding extension options). The leases are triple-net leases, which means the cost of the
Special Taxes are passed through to the tenants by Foothill Crossing LLC.
68
P596
below:
A list of representative tenants at Foothill Crossing as of October 1, 2011 is set forth
• Sears Grand
• Vitamin Shoppe
• Skin Perfect
• Friar Tux
• PFF Bank & Trust
• Renaissance Salon
• Tantric Tanning
• Buffalo Wild Wings
• Century 21 King Realtors
• Ortho Mattress
• Carpet Wagon
• Vision Center II
• LA Gym Equipment
• Office Depot
• Richmond American Homes
• Red Robin
• Joe's Crab Shack
• Total Wine
Property Owned by the City. See "Location and Description of CFD 2001-01 (IA3)"
above for a discussion of the property owned by the City.
69
P597
Delinquencies
The following table is a summary of Special Tax levies, collections and delinquency
rates on taxable properties in CFD 2001-01 - IA 3 for fiscal years 2006-07 through 2010-11
based on amounts levied and outstanding delinquencies as of June 30 of each year and as of
October 1, 2011.
The fiscal year 2010-11 delinquency reflects a failure by Restorative Justice to pay the
second installment of Special Taxes. However, pursuant an "Agreement Regarding Levy of
Special Taxes within Improvement Area No. 3 of Community Facilities District No. 2001-01 of
the City of Rancho Cucamonga" dated December 7, 2011, the property owned by Restorative
Justice Center will no longer constitute Taxable Property because it is subject to restrictive
easements that prevent development.
Table 32
CFD 2001-01 - IA3
Special Tax Collections and Delinquencies
Fiscal Years 2006-07 through 2010-11
(Taxable Property)
As of Fiscal Vear End
Number of
Annual Parcels Number of
Fiscal Special Tax Subject to Amount Amount Delinquent Percent
Year Levied Levv Collected Delinquent (1) Parcels Delinquent
2006-07 $83,917 15 $83,917 $0 0 0.00%
2007-08 88,912 15 88,912 0 0 0.00
2008-09 88,912 15 88,912 ~ 0- 0 0.00
2009-10 88,912 15 88,912 0 0 0.00
2010-11 88,912 15 77,408 11,504 1 - 12.94
(1) Delinquent Amount does not include penalties, interest or fees.
Source: County of San aernaroino, Ci(y o/Rancho Cucamonga, David Taussig B Associates, Inc.
As of October 1.2011
Remaining Remaining Remaining
Amount Parcels Percent
Delinquent (1) Delinquent Delinquent
$0 0 0.00%
0 0 0.00
0 0 0.00
0 0 0.00
11,504 1 12.94
70
P598
Direct and Overlapping Governmental Obligations
Taxes, Charges and Assessments. The base property tax rate on property in CFD
2001-01 (IA3) is 1.00% (including ad valorem tax overrides). The following table shows an
illustration of the annual charges and assessments (which are billed to property owners on a
semi-annual basis) to which Property in CFD 2001-01 (IA3) is also subject or will be subject.
Table 33
CFD 2001-01 (IA3)
Taxes, Charges and Assessments
COMMERCIAL /
ASSESSED VALUATION RESTAURANT RETAIL
REPRESENTATIVE NET TAXABLE ASSESSED VALUE PER PARCEL (1) $2,632,900 $3,817,900
Percent
of Total
FISCAL YEAR 2011-2012 AD VALOREM PROPERTY TAXES (2) AV Amount Amount
BASE PROPERTY TAX 1.0000% $26,329.00 $38,179.00
CHAFFEY COMMUNITY COLLEGE DISTRICT G.O. BONDS 0.0153 402.83 584.14
CHAFFEY JOINT UNION HIGH SCHOOL DISTRICT G.O. BONDS 0.0194 510.78 740.67
METROPOLITAN WATER DISTRICT MID-VALLEY G.O. BONDS 0.0037 97.42 141.26
SUBTOTAL AD VALOREM PROPERTY TAX RATE(rAXES 1.0384% 27,340.03 39,645.07
PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES (3) Amount Amount
METROPOLITAN WATER DISTRICT WATER STANDBY CHARGE 12.75 28.08
WEST VALLEY MOSQUITO 8 VECTOR CONTROL CHARGE 50.93 107.18
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 1 ~ 60.01 131.80
CITY OF RANCHO CUCAMONGA LIGHTING DISTRICT No. 3 156.72 349.21
CITY OF RANCHO CUCAMONGA LANDSCAPE DISTRICT No. 3B ~ 593.00 1,305.66
CITY OF RANCHO CUCAMONGA FIRE PROTECTION DISTRICT CFD No. 85-1 896.90 3,441.63
CITY OF RANCHO CUCAMONGA CFD No. 2003-01 (4) ~ 4,203.66 9,257.70
CITY OF RANCHO CUCAMONGA CFD No. 2001-01 (4) 2,688.00 5,920.00
SUBTOTAL PARCEL CHARGES, ASSESSMENTS AND SPECIAL TAXES 8,663.97 20,541.26
TOTAL PROPERTY TAXES $36,004.00 $60,186.33
TOTAL EFFECTIVE TAX RATE 1.367% 1.576%
(1) Based on assessed value information provided by San Bernardino County Assessors Office as of January 1, 2011.
(2) Based on the fiscal year 2011-2012 ad valorem rates for Tax Rate Area 15016. Rates subject to change in future
years.
(3) Based on the fscal year 2011-2012 charges identified on San Bernardino County issued property tax bill. Charges
subject to change in future years.
(4) Based on the fiscal year 2011-2012 actual Special Tax.
Source: David Taussig 8 Associates, Inc., City o(Rancho Cucamonga, County of San Bemardino.
71
P599
Overlapping Public Debt. Contained within the boundaries of CFD 2001-01 (IA3) are
certain overlapping local agencies providing public services and assessing property taxes,
assessments, special taxes and other charges on the property in CFD 2001-01 (IA3). Many of
these local agencies have outstanding debt.
The current and estimated direct and overlapping obligations affecting the property in
CFD 2001-01 (IA3) are shown in the following table. The table was prepared by David Taussig
& Associates, Inc., and is included for general information purposes only. The City has not
reviewed this report for completeness or accuracy and makes no representation in connection
therewith.
Table 34
CFD 2001-01 (IA3)
Direct and Overlapping Bonded Debt
As of October 1, 2011
Amount Percent
of of
Levy on Levy on
Taxable Taxable District
Parcels Parcels ~ Share
FY 2011-2012 in the in the Total Debt of Total Debt
District Total Levv District District Outstanding (11 Outstanding
Chaffey Community College District G.O. Bonds 12,113,753 5,836 0.048% 150,208,959 72,360
Chaffey Joint Union High School District G.O. Bonds 8,060,952 7,399 0.092% 93,260,000 85,605
Rancho Cucamonga Fire Protection District CFD No. 85-1 NA NA NA Services Only 0
Rancho Cucamonga CFD No. 2003-01 205,077 77,691 37.884% 2,790,000 1,056,954
Estimated Share of Overlapping Bonded Debl Allocable to District $1,218,272
Plus: 2001-016 Refunding Bonds 804,000
Estimated Share of Direct and Overlapping Bonded Debt Allocable to District $2,022,272
(1) As of October 1, 2011.
Source: David Taussig 8 Associates, Inc.
Projected Debt Service Coverage
There were no Special Tax delinquencies in fiscal years 2006-07 through 2009-10.
Although there is an outstanding 12.94% Special Tax delinquency for fiscal year 2010-11, the
property owned by the property owner (Restorative Justice) is no longer subject to Special
Taxes. The fiscal year 2010-11 delinquency reflects a failure to pay the second installment by
Restorative Justice Center of ttie Inland Empire. The following paragraphs estimate debt service
coverage on the CFD 2001-01 (IA3) Special Tax Refunding Bonds based on certain
delinquency rates. The Rate and Method for CFD 2001-01 (IA3) provides that under no
circumstances with the Special Tax levied against any parcel of residential property for which an
occupancy permit for private residential use has been issued be increased by more than 10%
as a consequence of delinquency or default by the owner of any other parcel with CFD 2001-01
(IA3), except for those residential properties whose owners are also delinquent or in default on
their Special Tax payments for one or more other properties within CFD 2001-01 (IA3).
Coverage Provided by Maximum Special Tax (0% Delinquency). If the City were to
levy the maximum Special Tax on the 13 parcels of Taxable Property in CFD 2001-01 (IA3) for
fiscal year 2011-12 and there were 0% Special Tax delinquencies, the resulting Net Special Tax
72
P600
Revenues would provide 110.16% coverage on maximum annual debt service on the CFD
2001-01 (IA3) Refunding Bonds ($73,590 in fiscal year 2023).'
Coverage Provided by Maximum Special Tax (5% Delinquency). If the City were to
levy the maximum Special Tax on the 13 parcels of Taxable Property in CFD 2001-01 (IA3) for
fiscal year 2011-12 and there were 5% Special Tax delinquencies, the resulting Net Special Tax
Revenues would provide 104.65% coverage on maximum annual debt service on the CFD
2001-01 (IA3) Special Tax Refunding Bonds ($69,911 in fiscal year 2023).'
Coverage Provided by Maximum Special Tax (10% Delinquency). If the City were to
levy the maximum Special Tax on the 13 parcels of Taxable Property in CFD 2001-01 (IA3) for
fiscal year 2011-12 and there were 10% Special Tax delinquencies, the resulting Net Special
Tax Revenues would provide 99.14% coverage on maximum annual debt service on the CFD
2001-01 (IA3) Special Tax Refunding Bonds ($66,231 in fiscal year 2023).'
GENERAL RISK FACTORS RELATING TO THE BONDS
Varying Maturities of Special Tax Refunding Bonds
As discussed in "THE CFDS IN THE AGGREGATE -Varying Maturity Dates of the
Special Tax Refunding Bonds," the Special Tax Refunding Bonds mature at different times.
Because the Bonds are payable solely from moneys received by the Authority as debt service
on the Special Tax Refunding Bonds, the credit quality of the Bonds at any one time depends
upon the credit quality of the remaining outstanding Special Tax Refunding Bonds, including the
relative concentration of property ownership at any one time.
Set forth in the following table is the City's projection of the largest Special Taxpayers
between the following dates, assuming no changes in current ownership:
(i) the date of issuance of the Bonds and September 1, 2025 (i.e., maturity of the
CFD 2000-01 Bonds and the CFD 2000-02 Bonds); and
(ii) September 2, 2025 through September 1, 2031 (final maturity of the CFD
2001-01 (IA 1&2) Bonds and the CFD 2001-01 (IA3) Bonds).
'Preliminary; subject to change.
73
P601
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P602
Loss of Tax Exemption
As discussed under the caption "LEGAL MATTERS -Tax Matters," interest on the
Bonds might become includable in gross income for purposes of federal income taxation
retroactive to the date the Bonds were issued as a result of future acts or omissions of the
Authority in violation of its covenants in the Indenture. The Indenture does not contain a special
redemption feature triggered by the occurrence of an event of taxability. As a result, if interest
on the Bonds were to be includable in gross income for purposes of federal income taxation, the
Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to
optional or mandatory redemption or redemption.
In addition, Congress has considered in the past, is currently considering and may
consider in the future, legislative proposals, including some that carry retroactive effective dates,
that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax
purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the
Bonds should consult their own tax advisors regarding any pending or proposed federal tax
legislation. None of the Authority, the City or the Underwriter can provide any assurance that
federal tax law will not change while the Bonds are outstanding or that any such changes will
not adversely affect the exclusion of interest on the Bonds from gross income for federal income
tax purposes. If the exclusion of interest on the Bonds from gross income for federal income tax
purposes were amended or eliminated, it is likely that the market price for the Bonds would be
adversely impacted.
Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds, or, if a
secondary market exists, that such Bonds can be sold for any particular price. Occasionally,
because of general market conditions or because of adverse history or economic prospects
connected with a particular issue, secondary marketing practices in connection with a particular
issue are suspended' or terminated. Additionally, prices of issues for which a market is being
made will depend upon then prevailing circumstances. Such prices could be substantially
different from the original purchase price.
75
P603
RISK FACTORS RELATING TO THE CFDS
The following is a description of certain risk factors affecting the CFDS, the property
owners in the CFDS, the parcels subject to the levy of Special Taxes and the payment of and
security for the Special Tax Refunding Bonds. The following discussion of risks is not meant to
be a complete list of the risks associated with the purchase of the Special Tax Refunding Bonds
and does not necessarily reflect the relative importance of the various risks. Potential investors
are advised to consider the following factors along with all other information in this Official
Statement in evaluating the investment quality of the Special Tax Refunding Bonds. There can
be no assurance that other risk factors will not become material in the future.
Concentration of Property Ownership
Failure of any significant landowner to pay the annual Special Taxes when due could
result in the rapid, total depletion of the Reserve Fund relating to the applicable CFD prior to
replenishment from the resale of the property upon a foreclosure or otherwise or prior to
delinquency redemption after a foreclosure sale, if any. In that event, there could be a default in
payments of the principal of and interest on the related Special Tax Refunding Bonds.
This risk is heightened in those CFDS and Improvement Areas (specifically, CFD
2000-02 and CFD 2001-01 (IA3)) in which there is significant property ownership concentration.
See the sections in this Official Statement describing property ownership in each CFD for
additional information about property ownership concentration in each CFD, "THE CFDS IN
THE AGGREGATE-Land Ownership in the CFDS on an Aggregate Basis," and "GENERAL
RISK FACTORS RELATING TO THE BONDS-Varying Maturities of Special Tax Refunding
Bonds."
Risks Associated with Commercial Real Estate Properties
Property in CFD 2000-02, Improvement Area No. 2 of CFD 2001-01 and CFD 2001-01
(IA3) are commercial in nature. There are certain risks associated with commercial real estate
properties, as discussed in the following paragraphs.
Dependence on Tenants. The ability of commercial property owners within the CFDs to
pay the Special Taxes andl which will be levied on their property to pay debt service on the
Special Tax Refunding Bonds may depend primarily on the ability of their tenants to meet their
financial obligations under their leases. In the event of defaults by tenants, delays may be
experienced in enforcing rights and substantial costs may be incurred in protecting the property
owner's investment. Furthermore, at any time, a tenant could seek protection under bankruptcy
laws, which could result in the termination of the tenant's lease and an interruption or loss of
rental income. The bankruptcy of a major tenant, followed by the closing of its business or the
leasing of its space to a different tenant or for a different use, could adversely affect the
desirability of the property and result in a decrease in consumer traffic and sales income which
would adversely affect the ability of the other tenants to meet their obligations under their
leases.
Factors Affecting Economic Performance and Value of Commercial Properties.
The economic performance and value of commercial properties within the CFDS will be affected
by a number of factors, including national economic conditions, regional economic conditions
(which may be adversely affected by plant closings, industry slow-downs and other factors),
local real estate conditions such as an oversupply of retail space or a reduction in the demand
for retail space in the area, the attractiveness of the retail centers to tenants, competition from
76
P604
other retail centers, the quality of maintenance, the cost of insurance and management
services, and increased operating costs. Other factors which may adversely affect the economic
pertormance and value of commercial properties within the CFDs include changes in
government regulations and other laws, rules and regulations governing real estate, zoning or
taxes, increases in interest rates, the availability of financing and potential liability under
environmental and other laws.
Due to these factors and other risks, there can be no assurance that commercial
development in the CFDs will remain economically viable throughout the term of the Bonds, or
that the owners of commercial property in the. CFDs will continue to have the ability throughout
the term of the Bonds to pay the Special Taxes which will be levied on their property.
Payment of the Special Tax is not a Personal Obligation
The owners of the parcels in the CFDs are not personally obligated to pay the Special
Tax. Rather, the Special Tax is an obligation that is secured only by a lien against the parcels
on which it is levied. If the value of the taxable parcels is not sufficient to secure fully the
payment of the Special Tax, the CFD has no recourse against the landowners.
No General Obligation of the CFDs
Each CFD's obligations under its Special Tax Refunding Bonds and under the related
CFD Fiscal Agent Agreement are limited obligations of the CFD and are payable solely from
and secured solely by the Net Special Tax Revenues and amounts in the Special Tax Fund
(excluding Penalties and Interest), the Bond Fund and the Reserve Fund. The Special Tax
Refunding Bonds are neither general or special obligations of the applicable CFD, but are
limited obligations of the applicable CFD payable solely from the revenues and funds pledged
therefor under the CFD Fiscal Agent Agreement. None of the faith and credit of the CFDs, the
City, the County or the State of California or of any of their respective political subdivisions is
pledged to the payment of the Special Tax Refunding Bonds.
No Cross Collateralization
The Special Tax Refunding Bonds are not cross-collateralized. In other words, Special
Tax Revenues related to one Special Tax Refunding Bond cannot be used to cover any shortfall
in Special Tax Revenues related to any other Special Tax Refunding Bond. Similarly, amounts
held in the Reserve Fund established for one series of Special Tax Refunding Bonds cannot be
used to pay debt service on any other Special Tax Refunding Bond.
Property Value
If a landowner defaults in the payment of the Special Tax, the only legal remedy is the
institution of a superior court action to foreclose on the delinquent taxable parcel in an attempt
to obtain funds with which to pay the Special Tax. The value of the taxable parcels in the CFDs
could be adversely affected by economic factors beyond the CFDs' control, including, without
limitation, (i) adverse changes in local market conditions, such as changes in the market value
of real property in the vicinity of the CFDs, the supply of or demand for competitive properties in
such area, and the market value of residential property in the event of sale or foreclosure;
(ii) changes in real estate tax rates and other operating expenses, governmental rules
(including, without limitation, zoning laws and laws relating to endangered species and
hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation,
77
P605
wildfire, earthquakes and floods), which may result in uninsured losses. See "-Natural
Disasters."
No assurances can be given that the real property subject to a judicial foreclosure sale
will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent
Special Tax installment. Although the Mello-Roos Act authorizes the CFDs to cause such an
action to be commenced and diligently pursued to completion, the Mello-Roos Act does not
specify any obligation of the CFDs with regard to purchasing or otherwise acquiring any lot or
parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at
such sale. Neither the City nor the CFDs are obligated and none of them expect to be a bidder
at any such foreclosure sale. See "-Proceeds of Foreclosure Sale."
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and
Method. In addition, the Mello-Roos Act provides that properties or entities of the state, federal
or local government are exempt from the Special Tax; provided, however, that property within
the CFDs acquired by a public entity through a negotiated transaction, or by gift or devise, that
is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is
possible that property acquired by a public entity following a tax sale or foreclosure based upon
failure to pay taxes could become exempt from the Special Tax. In addition, the Mello-Roos Act
provides that if property subject to the Special Tax is acquired by a public entity through eminent
domain proceedings, the obligation to pay the Special Tax with respect to that property, for
outstanding Bonds only, is to be treated as if it were a special assessment. The constitutionality
and operation of these provisions of the Mello-Roos Act have not been tested. See "SECURITY
FOR THE SPECIAL TAX REFUNDING BONDS -Special Taxes."
The parcel owned by the City of Rancho Cucamonga in CFD 2001-01 (IA3) has a $0
assessed value for fiscal year 2011-12 and is exempt from ad valorem property taxes, although
the City is paying Special Taxes on this property. The parcel is intended for development as an
off-ramp from Interstate 15. The City has covenanted to prepay the Special Taxes on this
parcel prior to transferring the parcel to an entity that would be exempt from the Special Taxes
(such as the California Department of Transportation).
In particular, insofar as the Mello-Roos Act requires payment of the Special Tax by a
federal entity acquiring property within the CFDs, it may be unconstitutional. If for any reason
property within the CFDs becomes exempt from taxation by reason of ownership by a
nontaxable entity such as the federal government or another public agency, subject to the
limitation of the maximum rate, the Special Tax will be reallocated to the remaining taxable
properties within the CFDs. This would result in the owners of such property paying a greater
amount of the Special Tax and could have an adverse impact upon the timely payment of the
Special Tax. Moreover, if a substantial portion of land within the CFDs becomes exempt from
the Special Tax because of public ownership, or otherwise, the maximum rate that could be
levied upon the remaining acreage might not be sufficient to pay principal of and interest on the
Special Tax Refunding Bonds when due and a default would occur with respect to the payment
of such principal and interest.
The Mello-Roos Act further provides that no other properties or entities are exempt from
the Special Tax unless the properties or entities are expressly exempted in a resolution of
consideration to levy a new special tax or to alter the rate or method of apportionment of an
existing special tax.
78
P606
Parity Taxes and Special Assessments
The Special Taxes and any related penalties will constitute liens against the taxable
parcels in the CFDs until they are paid. Such lien is on a parity with all special taxes and special
assessments levied by other agencies and is coequal to and independent of the lien for general
property taxes regardless of when they are imposed upon the taxable parcel. The Special Taxes
have priority over all existing and future private liens imposed on the property. The CFDs,
however, have no control over the ability of other entities and districts to issue City and the
indebtedness secured by special taxes or assessments payable from all or a portion of the
taxable parcel within the CFDs subject to the levy of Special Taxes. In addition, the landowners
within the CFDs may, without the consent or knowledge of the CFDs, petition other public
agencies to issue public indebtedness secured by special taxes or assessments, and any such
special taxes or assessments may have a lien on such property on a parity with the Special
Taxes. The imposition of additional indebtedness could reduce the willingness and the ability of
the property owners within the CFDs to pay the Special Taxes when due.
Insufficiency of Special Taxes
In order to pay debt service on the Special Tax Refunding Bonds, it is necessary that the
Special Taxes levied against taxable parcels within the CFDs be paid in a timely manner. Each
CFD has established a .Reserve Fund in an amount equal to the applicable Reserve
Requirement to pay debt service on the related Special Tax Refunding Bonds to the extent
Special Taxes in the related CFD are not paid on time and other funds are not available. See
"SECURITY FOR THE SPECIAL TAX REFUNDING BONDS-Reserve Fund." Under each
CFD Fiscal Agent Agreement, the CFD has covenanted to maintain in the Reserve Fund an
amount equal to the Reserve Requirement; subject, however, to the limitation that the CFD may
not levy the Special Tax in any fiscal year at a rate in excess of the maximum Special Tax rates
permitted under the applicable Rate and Method. See "SECURITY FOR THE SPECIAL TAX
REFUNDING BONDS-Special Taxes." Consequently, if a delinquency occurs, the CFD may
be unable to replenish the Reserve Fund to the Reserve Requirement due to the limitation of
the maximum Special Tax rates. If such defaults were to continue in successive years, a
Reserve Fund could be depleted and a default on the related Special Tax Refunding Bonds
would occur if proceeds of a foreclosure sale did not yield a sufficient amount to pay the
delinquent Special Taxes.
Each CFD has made certain covenants regarding the- institution of foreclosure
proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay
debt service on the related Special Tax Refunding Bonds. See "SECURITY FOR THE SPECIAL
TAX REFUNDING BONDS-Covenant to Commence Foreclosure Proceedings." If foreclosure
proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be
required to, advance the amount of delinquent Special Taxes to protect its security interest.
The Rate and Method for each CFD and Improvement Area may limit the ability of the
CFD to increase Special Taxes levied on residential property as a result of delinquencies or
defaults of other property owners in the CFD. See Appendix C; see also the sub-section entitled
"Projected Debt Service Coverage" in the section for each CFD or Improvement Area for a
summary of the relevant provision of each Rate and Method.
Tax Delinquencies
Under provisions of the Mello-Roos Act, the Special Taxes, from which funds necessary
for the payment of principal of, and interest on, the Special Tax Refunding Bonds are derived,
79
P607
are being billed to the taxable parcels within the CFDs on the regular property tax bills sent to
owners of the parcels. Such Special Tax installments are due and payable, and bear the same
penalties and interest for non-payment, as do regular property tax installments. Special Tax
installment payments cannot be made separately from property tax payments. Therefore, the
unwillingness or inability of a property owner to pay regular property tax bills as evidenced by
property tax delinquencies may also indicate an unwillingness or inability to make regular
property tax payments and Special Tax installment payments in the future. See "SECURITY
FOR THE SPECIAL TAX REFUNDING BONDS-Reserve Fund" and "-Covenant to
Commence Foreclosure Proceedings" for a discussion of the provisions which apply, and
procedures which the CFDs are obligated to follow under the CFD Fiscal Agent Agreements, in
the event of delinquency in the payment of Special Tax installments. See the sections in this
Official Statement relating to each CFD for historical Special Tax delinquency history.
Proceeds of Foreclosure Sales
Pursuant to Section 53356.1 of the Mello-Roos Act, in the event of any delinquency in
the payment of any Special Tax, the Board of Supervisors, as the legislative body of the CFDs,
may order that the Special Taxes be collected by a superior court action to foreclose the lien
within specified time limits. Each CFD has covenanted in its CFD Fiscal Agent Agreement that it
will, under certain. circumstances, commence such a foreclosure action. See "SECURITY FOR
THE SPECIAL TAX REFUNDING BONDS-Covenant to Commence Foreclosure
Proceedings."
No assurances can be given that a taxable parcel in a CFD that would be subject to a
judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds of
such sale will be sufficient to pay the delinquent Special Tax installment. Although the Mello-
Roos Act authorizes each CFD to cause such an action to be commenced and diligently
pursued to completion, the Mello-Roos Act does not specify any obligation of a CFD with regard
to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in
any such action if there is no other purchaser at such sale and each CFD has not in any way
agreed nor does it expect to be such a bidder.
If foreclosure proceedings were ever instituted, any holder of a mortgage or deed of trust
on the affected property could, but would not be required to, advance the amount of the
delinquent Special Tax installment to protect its security interest.
In the event such superior court foreclosure or foreclosures are necessary, there could
be a delay in principal and interest payments to the owners of the Special Tax Refunding Bonds
pending prosecution of the foreclosure proceedings and receipt by the CFDs of the proceeds of
the foreclosure sale, if any. Judicial foreclosure actions are subject to the normal delays
associated with court cases and may be further slowed by bankruptcy actions and other factors
beyond the control of the CFDS, including delay due to crowded local court calendars or legal
tactics and, in any event could take several years to complete. In particular, bankruptcy
proceedings involving a property owner or any other owner of a taxable parcel in the CFDs
could cause a delay, reduction or elimination in the flow of Net Special Tax Revenues to the
Fiscal Agent. See "-Bankruptcy Delays."
80
P608
Adjustable Rate and Non-Conventional Mortgages; Negative Equity
Since the end of 2002, many individuals financed the purchase of new homes using
loans with little or no down payment and with adjustable interest rates that start low and are
subject to being reset at higher rates on a specified date or upon the occurrence of specified
conditions. Many of these loans allow the borrower to pay interest only for an initial period, in
some cases up to 10 years. The post-2008 period has shown that interest rate resets on
adjustable rate loans can lead to defaults in loan payments, property tax delinquencies and
declines in property values. These conditions have been aggravated since 2008 by high levels
of unemployment. See Appendix B - "General Information About the City of Rancho
Cucamonga."
Homeowners in the CFDs that purchased their homes with adjustable rate and non-
conventional loans with no or low down payments may experience difficulty in making their loan
payments due to automatic mortgage rate increases and rising interest rates. This could result
in an increase in the Special Tax delinquency rates in a CFD and draws on the related Reserve
Fund. If there were significant delinquencies in Special Tax collections in a CFD and the
Reserve Fund were fully depleted, there could be a default in the payment of principal of and
interest on the related Special Tax Refunding Bonds.
In addition, a significant number of homes in California have a market value that is less
than the owner's equity in the residence. This illiquidity or "negative equity" may contribute to
increased Special Tax delinquencies, mortgage loan defaults and bankruptcy filings.
If mortgage loan defaults increase or if equity levels remain substantially below the
market value of properties, bankruptcy filings by such homeowners could also increase.
Bankruptcy filings by homeowners with delinquent Special Taxes would delay the
commencement and completion of foreclosure proceedings to collect delinquent Special Taxes.
See "- Bankruptcy Delays."
Bankruptcy Delays
The payment of the Special Tax and the ability of a CFD to commence a superior court
action to foreclose the lien of a delinquent unpaid Special Tax, as discussed in "SECURITY
FOR THE SPECIAL TAX REFUNDING BONDS," may be limited by bankruptcy, insolvency or
other laws generally affecting creditors' rights or by the laws of the State of California relating to
judicial foreclosure. Any legal opinion to be delivered concurrently with the delivery of the
Special Tax Refunding Bonds (including Bond Counsel's approving legal opinion) will be
qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights, by the application of
equitable principles and by the exercise of judicial discretion in appropriate cases.
Although bankruptcy proceedings would not cause the Special Taxes to become
extinguished, bankruptcy of a property owner or any other person claiming an interest in the
property could result in a delay in superior court foreclosure proceedings and could result in the
possibility of Special Tax installments not being paid in part or in full. Such a delay would
increase the likelihood of a delay or default in payment of the principal of and interest on the
Special Tax Refunding Bonds.
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P609
Natural Disasters
The value of the Taxable Property in the future can be adversely affected by a variety of
natural occurrences, particularly those that may affect infrastructure and other public
improvements and private improvements on the taxable property and the continued habitability
and enjoyment of such private improvements. Such occurrences include, without limitation,
wildfire, earthquakes, tsunamis and floods. One or more of such natural disasters could occur
and could result in damage to improvements of varying seriousness. The damage may entail
significant repair or replacement costs and that repair or replacement may never occur either
because of the cost, or because repair or replacement will not facilitate habitability or other use,
or because other considerations preclude such repair or replacement. Under any of these
circumstances, the value of the taxable property may well depreciate or disappear.
The following paragraphs contain excerpts from the City's General Plan.
Seismic Risk. While many natural and man-made hazards have the potential to impact
the City, the event with the greatest potential for loss of life, property, and economic damage is
an earthquake. The hazards associated with an earthquake in the City include ground shaking,
fault rupture, landslides and foundation failures caused by liquefaction or settlement.
Earthquakes can also trigger many secondary effects such as landslides and rock falls, urban
fires, building collapse, water tank or dam failures, disruption of essential facilities and systems
(water, sewer, gas, electricity, transportation, and communications), and hazardous materials
releases.
The City is located near two of California's most active faults, the San Andreas Fault and
San Jacinto Fault. These faults are thought to have the highest probability of generating a large
earthquake in the near future (up to 7.3 and 6.7 magnitude, respectively).
While activity on the San Andreas Fault and San Jacinto Fault is considered more likely,
a major earthquake (7.0 magnitude) on the Cucamonga Fault is assumed to be the worst-case
earthquake scenario for the City. Ground displacements of up to 9 feet could occur along the
fault, intense ground shaking could last more than 30 seconds, and losses could be extensive.
Another major fault, traversing the City in a northeast direction, is the Red Hill Fault. This
fault consists of three segments: (1) the Etiwanda Avenue Fault Scarp, which has been shown
to be clearly active; (2) a southern section at the base of Red Hill with uncertain activity; and (3)
a probable central segment that has not yet been located. The Etiwanda Avenue Fault Scarp
(potential for 6.5 magnitude earthquake) is considered capable of ground shaking at an intensity
that presents unacceptable risks to structures. The other two segments, not yet detected, could
induce further damage.
Geologic Risk. The San Gabriel Mountains are among the fastest rising and fastest
disintegrating mountain ranges in the world. Due to the City's proximity to the mountain range,
these rapid changes make the City susceptible to geologic hazards including debris flows and
falling rocks due to erosion of the steep slopes, concentration of precipitation from storms, and
rapid stream flow from mountain streams, leading to increased potential for land subsidence in
certain soil conditions.
Flood Risk. The City, due to its location at the base of the San Gabriel Mountains, has a
history of flooding. Many of the streets in the northern portion of the City have been known to
flood. Comprehensive storm drain improvements and flood control projects have reduced the
threat of floods somewhat, but not entirely. An unusually large storm and flash flooding can
82
P610
create flooding hazards within the City
The unpredictable range in seasonal rainfall that is typical of Southern California,
coupled with the location near the San Gabriel Mountains, makes the City vulnerable to flooding
during the winter storm season. To prepare and mitigate hazards from flooding, the City
participates in.the National Flood Insurance Program.
Flood Insurance Rate Maps, or FIRMS, are prepared by the Federal Emergency
Management Agency ("FEMA") to identify potential flood zones. The majority of the City is
designated as located inside the 500-year floodplain in the minimum hazard area, with less than
a 0.2% annual chance of flood hazard.
Dam Inundation. Dam or catch basin failure could occur as a result of an earthquake,
erosion, design flaw, or water overflow during storms, causing inundation in certain parts of the
City. California law requires dam owners to provide the Governor's Office of Emergency
Services with an inundation map showing the extent of damage to life and property that would
occur given a complete and sudden dam failure at full capacity.
There are four debris and water catch basins located within the City, and a small portion
of the southwestern part of the City could be affected by a breach of the San Antonio Dam in
Upland. The dam is a flood control and water conservation project constructed and operated by
the U.S. Army Corps of Engineers.
The Reservoir Hazard Study for the Cucamonga Valley Water District ("CVWD")
evaluated the performance of CVWD's tanks under seismic loads from earthquakes on the
nearby Cucamonga Fault and Red Hill Fault. Should a large earthquake occur on either of these
faults, the study indicates than none of CVWD's water tanks will survive undamaged. Most (14)
will suffer only broken pipe connections, 10 will probably suffer tears or seam breaks, and 2 will
likely collapse. These findings are significant in their impact on fire flow and emergency storage
following an earthquake.
Inundation studies based on failures of CVWD'S water tanks indicate that four of the
projected reservoir failures will impact land that is currently vacant, three are expected to
inundate one or two structures, and one reservoir site may inundate as many as 15 residences.
Hazardous Substances
The presence of hazardous substances on a parcel may result in a reduction in the
value of a parcel. In general, the owners and operators of a parcel may be required by law to
remedy conditions of the parcel relating to releases or threatened releases of hazardous
substances. The Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most
well-known and widely applicable of these laws, but California laws with regard to hazardous
substances are also stringent and similar. Under many of these laws, the owner or operator is
obligated to remedy a hazardous substance condition of property whether or not the owner or
operator has anything to do with creating or handling the hazardous substance. The effect,
therefore, should any of the taxed parcels be affected by a hazardous substance, is to reduce
the marketability and value of the parcel by the costs of remedying the condition, because the
purchaser, upon becoming owner, will become obligated to remedy the condition just as is the
seller.
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P611
The City, the Authority and the CFDs have not independently verified, but are not aware
of, the presence of any hazardous substances within the CFDs.
Disclosure to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax, even if the
value of the property is sufficient to justify payment, may be affected by whether or not the
owner was given due notice of the Special Tax authorization at the time the owner purchased
the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax
be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well
as pay other expenses and obligations. The CFD has caused notices of the Special Tax to be
recorded in the Office of the Recorder for the County against each parcel in the CFDs.
Although title companies normally refer to such notices in title reports, there can be no
guarantee that such reference will be made or, if made, that a prospective purchaser or lender
will consider such Special Tax obligation when purchasing a property within the CFDs or lending
money thereon, as applicable.
California Civil Code Section 1102.6b requires that, in the case of transfers, the seller
must at least make a good faith effort to notify the prospective purchaser of the special tax lien
in a format prescribed by statute. Failure by an owner of the property to comply with the above
requirements, or failure by a purchaser or lessor to consider or understand the nature and
existence of the Special Tax, could adversely affect the willingness and ability of the purchaser
or lessor to pay the Special Tax when due.
FDIC/Federal Government Interests in Properties
General. The ability of the CFDs to foreclose the lien of delinquent unpaid Special Tax
installments may be limited with regard to properties in which the Federal Deposit Insurance
Corporation (the "FDIC"), the Drug Enforcement Agency, the Internal Revenue Service, or other
federal agency has or obtains an interest.
Federal courts have held that, based on the supremacy clause of the United States
Constitution, in the absence of Congressional intent to the contrary, a state or local agency
cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the
federal government interest.
The supremacy clause of the United States Constitution reads as follows: "This
Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and
all Treaties made, or which shall be made, under the Authority of the United States, shall be the
supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in
the Constitution or Laws of any State to the contrary notwithstanding."
This means that, unless Congress has otherwise provided, if a federal governmental
entity owns a parcel that is subject to Special Taxes within the CFDs but does not pay taxes and
assessments levied on the parcel (including Special Taxes), the applicable state and local
governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.
Moreover, unless Congress has otherwise provided, if the federal government has a
mortgage interest in the parcel and the CFDs wishes to foreclose on the parcel as a result of
delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold
for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special
Taxes and preserve the federal government's mortgage interest. In Rust v. Johnson (gth
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Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the
Federal National Mortgage Association ("FNMA") is a federal instrumentality for purposes of this
doctrine, and not a private entity, and that, as a result, an exercise of state power over a
mortgage interest held by FNMA constitutes an exercise of state power over property of the
United States.
The -City, the Authority and the CFDs have not undertaken to determine whether any
federal governmental entity currently has, or is likely to acquire, any interest (including a
mortgage interest) in any of the parcels subject to the Special Taxes within the CFDs, and
therefore. expresses no view concerning the likelihood that the risks described above will
materialize while the Special Tax Refunding Bonds are outstanding.
FDIC. In the event that any financial institution making any loan which is secured by real
property within the CFDs is taken over by the FDIC, and prior thereto or thereafter the loan or
loans go into default, resulting in ownership of the property by the FDIC, then the ability of the
CFDs to collect interest and penalties specified by State law and to foreclose the lien of
delinquent unpaid Special Taxes may be limited.
The FDIC's policy statement regarding the payment of state and local real property taxes
(the "Policy Statement") provides that property awned by the FDIC is subject to state and local
real property taxes only if those taxes are assessed according to the property's value, and that
the FDIC is immune from real property taxes assessed on any basis other than property value.
According to the Policy Statement, the FDIC will pay its property tax obligations when they
become due and payable and will pay claims for delinquent property taxes as promptly as is
consistent with sound business practice and the orderly administration of the institution's affairs,
unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay
claims for interest on delinquent property taxes owed at the rate provided under state law, to the
extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any
amounts in the nature of fines or penalties and will not pay nor recognize liens for such
amounts. If any property taxes (including interest) on FDIC-owned property are secured by a
valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those
claims. The Policy Statement further provides that no property of the FDIC is subject to levy,
attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC
will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without
the FDIC's consent.
The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes,
including special assessments, on property in which it has a fee interest unless the amount of
tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize
the validity of any lien to the extent it purports to secure the payment of any such amounts.
Special taxes imposed under the Mello-Roos Act and a special tax formula which determines
the special tax due each year are specifically identified in the Policy Statement as beirig
imposed each year and therefore covered by the FDIC's federal immunity. The Ninth Circuit
issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal agency, is
exempt from Mello-Roos special taxes.
The Authority and the City are unable to predict what effect the application of the Policy
Statement would have in the event of a delinquency in the payment of Special Taxes on a
parcel within the CFDs in which the FDIC has or obtains an interest, although prohibiting the lien
of the Special Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate
the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome
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could cause adraw on the Reserve Funds and perhaps, ultimately, if enough property were to
become owned by the FDIC, a default in payment on the Special Tax Refunding Bonds.
No Acceleration Provision
The Special Tax Refunding Bonds and the CFD Fiscal Agent Agreements do not contain
a provision allowing for the acceleration of the Special Tax Refunding Bonds in the event of a
payment default or other default under the terms of the Special Tax Refunding Bonds or the
CFD Fiscal Agent Agreements or in the event interest on the Special Tax Refunding Bonds
becomes included in gross income for federal income tax purposes.
Enforceability of Remedies
The remedies available to the CFD Fiscal Agents and the registered owners of the
Special Tax Refunding Bonds upon a default under the CFD Fiscal Agent Agreements or any
other document described in this Official Statement are in many respects dependent upon
regulatory and judicial actions that are often subject to discretion and delay. Under existing law
and judicial decisions, the remedies provided for under such documents may not be readily
available or may be limited. Any legal opinions to be delivered concurrently with the issuance of
the Special Tax Refunding Bonds will be qualified to the extent that the enforceability of the
legal documents with respect to the Special Tax Refunding Bonds is subject to limitations
imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of
creditors generally and by equitable remedies and proceedings generally.
Judicial remedies, such as foreclosure and enforcement of covenants, are subject to
exercise of judicial discretion. A California court may not strictly apply certain remedies or
enforce certain covenants if it concludes that application or enforcement would be unreasonable
under the circumstances and it may delay the application of such remedies and enforcement.
Proposition 218
An initiative measure entitled-the "Right to Vote on Taxes Act" (the "Initiative") was
approved by the voters of the State at the November 5, 1996 general election. The Initiative
added Article XIIIC and Article XIIID to the California Constitution. According to the "Title and
Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the
authority of local governments to impose taxes and property-related assessments, fees and
charges." Provisions of the Initiative have been and will continue to be interpreted by the courts.
The Initiative could potentially impact the Special Taxes otherwise available to the CFDs to pay
the principal of and interest on the Special Tax Refunding Bonds as described below.
Among other things, Section 3 of Article XIIIC states, "...the initiative power shall not be
prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee
or charge." The Mello-Roos Act provides for a procedure, which includes notice, hearing,
protest and voting requirements to alter the rate and method of apportionment of an existing
special tax. However, the Mello-Roos Act prohibits a legislative body from adopting any
resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged
to repay any debt incurred pursuant to the Mello-Roos Act unless such legislative body
determines that the reduction or termination of the special tax would not interfere with the timely
retirement of that debt. On July 1, 1997, the Governor of the State signed a bill into law
enacting Government Code Section 5854, which states that:
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Section 3 of Article XIIIC of the California Constitution, as adopted
at the November 5, 1996, general election, shall not be construed
to mean that any owner or beneficial owner of a municipal
security, purchased before or after that date, assumes the risk of,
or in any way consents to, any action by initiative measure that
constitutes an impairment of contractual rights protected by
Section 10 of Article I of the United States Constitution.
Accordingly, although the matter is not free from doubt, it is likely that Article XIIIC has
not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction
would interfere with the timely retirement of the Special Tax Refunding Bonds.
It may be possible, however, for voters of the CFDs or the Board of Supervisors acting
as the legislative body of the CFDs to reduce the Special Taxes in a manner that does not
interfere with the timely repayment of the Special Tax Refunding Bonds, but which does reduce
the maximum amount of Special Taxes that may be levied in any year below the existing levels.
Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in
amounts greater than the amount necessary for the timely retirement of the Special Tax
Refunding Bonds. Therefore, no assurance can be given with respect to the levy of Special
Taxes for Administrative Expenses (as defined in the CFD Fiscal Agent Agreements). In each
CFD Fiscal Agent Agreement, the CFD covenants that, in the event that any initiative is adopted
by the qualified electors in the CFD which purports to reduce the minimum or the maximum
Special Tax below the levels specified in the CFD Fiscal Agent Agreement (the amount
necessary to generate Net Special Tax Revenues in each Fiscal Year at least equal to 110% of
Annual Debt Service) or to limit the power of the CFD to levy the Special Taxes within the CFD
for the purpose of paying debt service on the Special Tax Refunding Bonds, replenishing the
Reserve Fund for each series of Special Tax Refunding Bonds or paying Administrative
Expenses, it will commence and pursue legal action in order to preserve its ability to do so.
However, no assurance can be given as to the enforceability of the foregoing covenant.
The interpretation and application of Article XIIIC and Article XIIID will ultimately be
determined by the courts with respect to a number of the matters discussed above, and it is not
possible at this time to predict with certainty the outcome of such determination or the timeliness
of any remedy afforded by the courts. See "-Enforceability of Remedies."
Ballot Initiatives
Articles XIIIC and XIIID of the California Constitution were adopted pursuant to
measures qualified for the ballot pursuant to California's constitutional initiative process, and the
State Legislature has in the past enacted legislation that has altered the spending limitations or
established minimum funding provisions for particular activities. On March 6, 1995 in the case
of Rossi v. Brown, the State Supreme. Court held that an initiative can repeal a tax ordinance
and prohibit the imposition of further such taxes and that the exemption from the referendum
requirements does not apply to initiatives. From time to time, other initiative measures could be
adopted by California voters or legislation enacted by the legislature. The adoption of any such
initiative or legislation might place limitations on the ability of the State, the County, or local
districts to increase revenues or to increase appropriations.
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LEGAL MATTERS
Tax Matters
In the opinion of Best Best & Krieger LLP, San Diego, California, Bond Counsel, subject,
however, to the qualifications set forth below, under existing law, the interest on the Bonds is
excluded from gross income for federal income tax purposes, and such interest is not an item of
tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations, provided, however, that, for the purpose of computing the alternative minimum tax
imposed on corporations (as defined for federal income tax purposes), such interest is taken
into account in determining certain income and earnings.
The opinions set forth in the preceding paragraph are subject to the condition that the
Authority and the CFDs comply with all requirements of the Internal Revenue Code of 1986 (the
"Code') that must be satisfied subsequent to the issuance of the Bonds in order that such
interest be, or continue to be, excluded from gross income for federal income tax purposes.
The Authority and the CFDs have covenanted to comply with each such requirement. Failure to
comply with certain of such requirements may cause the inclusion of such interest in gross
income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.
Bond Counsel expresses no opinion regarding other federal tax consequences arising with
respect to the Bonds.
In the further opinion of Bond Counsel, interest on the Bonds is exempt from California
personal income taxes.
To the extent the issue price of any maturity of the Bonds is less than the amount to be
paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least
annually over the term of such Bonds), the difference constitutes "original issue discount," the
accrual of which, to the extent properly allocable to each Owner thereof, is treated as interest on
the Bonds which is excluded from gross income for federal income tax purposes and State of
California personal income taxes. For this purpose, the issue price of a particular maturity of the
Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the
public (excluding bond houses, brokers, or similar persons or organizations acting in the
capacity of underwriters, placement agents or wholesalers). The original issue discount with
respect to any maturity of the Bonds accrues daily over the term to maturity of such Bonds on
the basis of a constant interest rate compounded semiannually (with straight-line interpolations
between compounding dates). The accruing original issue discount is added to the adjusted
basis of such Bonds to determine taxable gain or loss upon disposition (including sale,
redemption, or payment on maturity) of such Bonds. Owners of the Bonds should consult their
own tax advisors with respect to the tax consequences of ownership of Bonds with original issue
discount, including the treatment of purchasers who do not purchase such Bonds in the original
offering to the public at the first price at which a substantial amount of such Bonds is sold to the
public.
Bonds purchased, whether at original issuance or otherwise, for an amount greater than
their principal amount payable at maturity (or, in same cases, at their earlier call date)
("Premium Bonds") will be treated as having amortizable bond premium. No deduction is
allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the
interest on which is excluded from gross income for federal income tax purposes. However, a
purchaser's basis in a Premium Bond, and under Treasury Regulations, the amount of tax
exempt interest received will be reduced by the amount of amortizable bond premium properly
allocable to such purchaser. Owners of Premium Bonds should consult their own tax advisors
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with respect to the proper treatment of amortizable bond premium in their particular
circumstances.
Owners of the Bonds should also be aware that the ownership or disposition of, or the
accrual or receipt of interest on, the Bonds may have federal or state tax consequences other
than as described above. Bond Counsel expresses no opinion regarding any federal or state
tax consequences arising with respect to the Bonds other than as expressly described above.
Absence of Litigation
[confirm] The Authority and the City will certify at the time the Bonds are issued that no
litigation is pending or threatened concerning the validity of the Bonds or the Special Tax
Refunding Bonds and that no action; -suit or proceeding is known by the Authority or the City to
be pending that would restrain or enjoin the delivery of the Bonds, or contest or affect the
validity of the Bonds or the Special Tax Refunding Bonds or any proceedings of the Authority or
the City taken with respect to the Bonds or the Special Tax Refunding Bonds.
Legal Opinion
All proceedings in connection with the issuance of the Bonds are subject to the approval
as to their legality of Best Best & Krieger LLP, San Diego, California, Bond Counsel for the
Authority in connection with the Bonds. The unqualified opinion of Bond Counsel approving the
validity of the Bonds will be attached to each Bond. Bond Counsel's employment is limited to a
review of legal procedures required for the approval of the Bonds and to rendering an opinion as
to the validity of the Bonds and the exemption of interest on the Bonds from income taxation.
Jones- Hall, A Professional Law Corpoiation, San Francisco, California is acting as Disclosure
Counsel to the. Authority.
Payment of the fees of Bond Counsel, Disclosure Counsel, Underwriter's Counsel, the
Financial Advisor and the Special Tax Administrator is contingent upon issuance of the Bonds.
MISCELLANEOUS
No Ratings
The Authority has not made, and does not contemplate making, any application to a
rating agency for a rating on the Bonds. No such rating should be assumed from any credit
rating that the Authority or the City may obtain for other purposes. Prospective purchasers of the
Bonds are required to make independent determinations as to the credit quality of the Bonds
and their appropriateness as an investment.
Verification of Mathematical Accuracy
Causey Demgen & Moore Inc., Denver, Colorado, independent accountants, upon
delivery of the Bonds, will deliver a report on the mathematical accuracy of certain
computations, contained in schedules provided to them which were prepared by the City,
relating to the sufficiency of moneys and securities deposited into the Escrow Funds to pay,
when due, the principal, whether at maturity or upon prior prepayment, interest and prepayment
premium requirements of the Prior Bonds.
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The report of Grant Thornton LLP will include the statement that the scope of its
engagement is limited to verifying the mathematical accuracy of the computations contained in
such schedules provided to it, and that it has no obligation to update its report because of
events occurring, or data or information coming to its attention, subsequent to the date of its
report.
Underwriting
The Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated dba Stone
& Youngberg a Division of Stifel Nicolaus (the "Underwriter") at a purchase price of
$ (representing the par amount of the Bonds less original issue discount of
$ and less underwriter's discount of $ ). The Bond Purchase
Agreement relating to the Bonds provides that all Bonds will be purchased if any are purchased,
and that the obligation to make such purchase is subject to certain terms and conditions set
forth in said Bond Purchase Agreement, including, but not limited to, the approval of certain
legal matters by counsel.
Additional Information
References are made in this Official Statement to certain documents and reports which
are brief summaries thereof which do not purport to be complete or definitive, and reference is
made to such documents and reports for full and complete statements of the contents thereof.
Any statements in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and not as representations of fact. This Official
Statement is not to be construed as a contract or agreement between the Authority and the
purchasers or Owners of any of the Bonds.
The execution and delivery of this Official Statement has been duly authorized by the
Authority and the City.
RANCHO CUCAMONGA PUBLIC
FINANCE AUTHORITY
By:
Executive birector
CITY OF RANCHO CUCAMONGA
By:
City Manager
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APPENDIX A
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
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APPENDIX B
GENERAL INFORMATION ABOUT THE CITY
OF RANCHO CUCAMONGA
General
The City of Rancho Cucamonga (the "City") is located in the foothills of the Los Angeles-
San Bernardino Basin in the western portion of San Bernardino County, approximately 40 miles
east of the City of Los Angeles and 18 miles west of the City of San Bernardino. The City
Covers approximately 39.9 square miles and is bordered by Ontario on the south, Upland on the
west and Fontana to the east; to the north are Cucamonga Peak and Mount Baldy.
Municipal Government
The City was incorporated on November 30, 1977, as a general law city operating under
the council-manager form of government. It is governed by alive-member City Council (the
"Council"), which includes a Mayor who is elected at large for a four year term, and four Council
Members are elected at large for staggered four year terms. The Council appoints the City
Manager and City Attorney. The City Manager is responsible for the daily administration of City
affairs and for implementing Council policy and. program decisions. The current Council
members are as follows:
L. Dennis Michael, Mayor
Sam Spagnolo, Mayor Pro Tem
William J. Alexander, Council Member
Chuck Buquet, Council Member
Diane Williams, Council Member
The City's General Plan provides a coordinated policy of development planning,
balancing residential, commercial, and industrial expansion. Coordinated transportation
planning with the Southern California Regional Association of Governments and the County of
San Bernardino is being provided by a traffic model that sets forth the optimum size of streets
and timing necessary to accommodate traffic on both existing and future streets.
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Population
Prior to incorporation, the area generally within the corporate boundaries of the City
experienced a rapid growth in population. Population figures for the City, the County and the
State far the last five years are shown in the following table.
CITY OF RANCHO CUCAMONGA AND
COUNTY OF SAN BERNARDINO
Population Estimates
City of County of State of
Year Rancho Cucamonga San Bernardino California
2007 164,195 1,989,690 36,399,676
2008 164,671 2,009,594 36,704,375
2009 164,764 2,019,432 36,966,713
2010 165,391 2,033,141 37,223,900
2011 168,181 2,052,397 37,510,766
Source: State Department of Finance estimates (as of January 1)
Employment
The City is included in the Riverside-San Bernardino-Ontario Metropolitan Statistical
Area ("MSA"). The unemployment rate in the Riverside-San Bernardino-Ontario MSA -was
14.1% iri August 2011, down from a revised 14.7% in July 2011, and below the year-ago
estimate of 14.9%. This compares with an unadjusted unemployment rate of 11.9% for
California and 9.1% for the nation during the same period. The unemployment rate was 14.7%
in Riverside County, and 13.6% in San Bernardino County.
The following table summarizes the civilian labor force, employment and unemployment
in the County for the calendar years 2006 through 2010. These figures are county-wide
statistics and may not necessarily accurately reflect employment trends in the City.
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RIVERSIDE-SAN BERNARDINO-ONTARIO METROPOLITAN STATISTICAL AREA
Civilian Labor Force, Employment and Unemployment
(Annual Averages)
Civilian Labor Force t't
Employment
Unemployment
Unemployment Rate
Wage and Salary Emolovment: tzl
Agriculture
Mining and Logging
Construction
Manufacturing
Wholesale Trade
Retail Trade
Transportation, Warehousing,
Utilities
Information
Finance and Insurance
Real Estate and Rental and Leasing
Professional and Business Services
Educational and Health Services
Leisure and Hospitality
Other Services
Federal Government
State Government
Local Government
Total, All Industries t'I
2006 2007 2008 2009 2010
1,745,600 1,767,600 1,774,800 1,774,900 1,769,500
1,659,700 1,665,100 1,628,900 1,540,700 1,513,300
85,900 102,600 145,900 234,200 256,200
4.9% 5.8% 8.2% 13.2% 14.5%
17, 300 16,400 15, 900 14, 900 14, 800
1,400 1,300 1,200 1,100 1,000
127,500 112,500 90,700 67,900 59,500
123,400 118,500 106,900 88,800 84,600
54,200 56,800 54,100 48,900 48,800
173, 200 175,600 16 B, 60 0 156, 200 154, 600
63,800 69,500 70,200 66,800 66,500
15,300 15,400 14,900 15,100 15,900
31,600 30,300 27,400 26,000 25,500
19, 9 00 19 , 500 18, 70 0 16, 600 15, 500
142,400 145,200 137,700 124,300 121,500
122,100 127,200 131,800 133,600 133,800
128,100 132,600 131,000 123,800 122,100
42,500 41,200 40,800 37,300 37,500
19,300 19,400 19,600 20,600 22,700
27,400 28,700 29,600 29,800 29,200
175,700 177,200 180,700 178,100 172,400
1,285,000 1,287,300 1,239,700 1,149,700 1,126,000
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers,
household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers,
household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department.
Between July 2011 and August 2011, total nonfarm employment declined from
1,096,000 to 1,094,600, a loss of 1,400 jobs. Agricultural employment decreased by 2,500 jobs.
Government reported the largest month-over loss, down 3,900 jobs. Local
government education (down 3,300 jobs) was responsible for more than 84
percent of the employment decline, primarily from seasonal cutbacks. State
government receded by 600 jobs, while federal government increased by 100
jobs.
Leisure and hospitality decreased by 2,300 jobs. Accommodation and food
services (down 2,100 jobs) accounted for more than 91 percent of the job loss in
this sector, primarily from food services and drinking places (down 2,000 jobs).
Arts, entertainment, and recreation declined by 200 jobs.
Professional and business services reported the greatest month-over increase, up
3,500 jobs. Administrative and support and waste services (up 2,900 jobs)
contributed for roughly 82 percent of the job gain in this sector. Professional,
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scientific, and technical services increased by 700 jobs, while management of
companies and enterprises diminished by 100 jobs.
Between August 2010 and August 2011, total nonfarm employment decreased by 6,100
jobs. Agricultural employment declined by 200 jobs.
• Government posted the greatest year-over decline with a loss of 12,600 jobs. The
job losses in this industry included local government (down 11,700 jobs) and
federal government (down 900 jobs). State government reported no change.
• Three other industry sectors also registered employment loss over the year.
Leisure and hospitality (down 2,600 jobs), construction (down 1,400 jobs), and
other services (down 700 jobs).
• Trade, transportation, and utilities reported the greatest year-over gain, adding
5,800 jobs. Transportation, warehousing, and utilities (up 2,700 jobs) accounted
for more than 46 percent of the year-over growth. Wholesale trade increased by
1,800 jobs and retail trade gained 1,300 jobs. ,
The remaining industries all recorded year-over job gains, most significantly in
educational and health services (up 2,700 jobs) and professional and business
services (up 1,700 jobs).
Major Employers
The following table shows the major manufacturing and non-manufacturing employers
within the City and their estimated number of employees as of September 2011:
CITY OF RANCHO CUCAMONGA
Major Employers
As of September 2011
Company
Amphastar Pharmaceutical
Southern California Edison
Mercury Casualty
Big Lots
Frito-Lay
CMC Steel Fabricators
Bass Pro Shops
Mission Foods
Bradshaw International
Coca-Cola
Tamco
Macy's
Walmart
Target
Albertsons
Source: City o(Rancho Cucamonga.
Tvoe of Business No. of Emolovees
Pharmaceutical Manufacturer 880
Utilities 800
Insurance 606
Furniture Retailer 565
Snack Foods Manufacturer 561
Steel Manufacturer 517
Outdoor Equipment Retailer 500
Food Processor 500
Housewares 476
Bottling Distribution 450
Metal Manufacturer 360
Retailer 350
General Merchandise 325
General Merchandise 312
Grocery Retailer 306
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The following table shows the major employers in the County as of September 2011,
listed in alphabetical order.
COUNTY OF SAN BERNARDINO
Major Employers (listed alphabetically)
As of September 2011
Emolover Name
Arrowhead Regional Medical Ctr
Big Bear Mountain Resorts
California State-San Brnrdn
Colton Joint Unified Schl Dist
Community Hosp-San Bernardino
Desert Valley Hospital
Environmental Systems Research
FedEx Ground
Loma Linda University Children
Loma Linda University Medical
Mountain High Ski Resort
Ontario Intl Airport-Ont
Redlands Community Hospital
S CA Permanence Medical Group
San Antonio Community Hospital
San Bernardino Cnty Schl Supt
San Bernardino Community Hosp
San Bernardino County Sheriff
San Manuel Band Of Mission
San Manuel Indian Bingo & Csn
Snow Summit Mountain Resort
Transportation Department
V A Medical Ctr-Loma Linda
Wells Fargo Home Mortgage
YRC
Location Industry
Colton Hospitals
Big Bear Lake Skiing Centers & Resorts
San Bernardino Schools-Universities & Colleges Academic
Colton Schools
San Bernardino Mental Health Services
Victorville Hospitals
Redlands Computer-Software Developers
Bloomington Delivery Service
Loma Linda Hospitals
Loma Linda Hospitals
Wrightwood Skiing Centers & Resorts
Ontario Airports
Redlands Hospitals
Redlands Physicians & Surgeons
Upland Hospitals
San Bernardino Schools
San Bernardino Hospitals
San Bernardino Police Departments
San Bernardino Casinos
Highland Casinos
Big Bear Lake Skiing Centers & Resorts
San Bernardino State Government-Transportation Programs
Loma Linda Hospitals
San Bernardino Real Estate Loans
Bloomington Trucking
Soume: California Employment Development Department, extracted /rom The America's Labor Market Information
System (ALMISJ Employer Database.
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Commercial Activity
In 2009, the State Board of Equalization converted the business codes of sales and use
tax permit holders to North American Industry Classification System codes. As a result of the
coding change, retail stores data for 2009 is not comparable to that of prior years.
A summary of historic taxable sales within the City during the past five years in which
data is available is shown in the following table. Total taxable sales during the first two quarters
of calendar year 2010 in the City were reported to be $938,611,000, a 0.96% increase over the
total taxable sales of $929,662,000 reported during the first two quarters of calendar year 2009.
Annual figures are not yet available for 2010.
CITY OF RANCHO CUCAMONGA
Taxable Transactions
(figures in thousands)
Retail Stores
Number
of Permits Taxable
on August 1 Transactions
2005 1,776 $1,733,737
2006 1,785 1,831,336
2007 1,820 1, 779,950
2008 1,865 1,632,054
2009i'~ 2,197 1,468,867
Total All Outlets
Number
of Permits Taxable
on August 1 Transactions
3,641 $2,210,171
3,533 2,386,137
3,658 2,335,377
3,741 2,220,503
3,537 1,921,110
(1) Not comparable to prior years. "Retail" category now includes "Food Services:'
Source: California State Board of Equalization, Taxable Sales in Califomia (Sales 8 Use TaxJ.
A summary of historic taxable sales within the County during the past five years in which
data is available is shown in the following table. Total taxable sales during the first two quarters
of calendar year 2010 in the County were reported to be $11,877,776,000, a 2.59% increase
over the total taxable sales of $11,577,760,000 reported during the first two quarters of calendar
year 2009. Annual figures are not yet available for 2010.
COUNTY OF SAN BERNARDINO
Taxable Transactions
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores
Number
of Permits Taxable
on August 1 Transactions
2005 24,115 21,120,406
2006 24,755 22,130,160
2007 24,407 21,335,824
2008 25,076 19,065,786
20091' I 31,676 16,330,138
Total All Outlets
Number
of Permits
on Auaustl
48,172
46,528
47,810
48,994
45,062
Taxable
Transactions
29,744,868
31,309,905
30,450,731
27,777,703
23,652,433
(1) Not comparable to prior years. "Retail" category now includes "Food Services."
Source: California State Board of Equalization, Taxable Sales in Califomia (Sales 8 Use Tax).
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Construction Activity
Provided below are the building permits and valuations for the City and the County for
calendar years 2006 through 2010.
CITY OF RANCHO CUCAMONGA.
Total Building Permit Valuations
(Valuations in Thousands)
2006 2007 2008 2009 - 2010
Permit Valuation
New Single-family $151,016.9 $135,917.9 $38,685.1 $51,367.3 $36,885.0
New Multi-family 15,154.0 19,031.1 29,407.3 43,595.7 0.0
Res. Alterations/Additions 13.588.9 8.366.8 5.432.4 - 3.416.5 3.818.2
Total Residential 179,759.7 163,315.9 73,524.9 98,379.5 .40,703.2
New Commercial 69,949.2 52,894.3 17,662.8 1,638.4 529.6
New Industrial 31,866.8 4,225.9 2,378.4 0.0 0.0
New Other 62,946.8 16,235.6 8,266.7 7,837.0 8,129.2
Com. Alterations/Additions 31.625.3 41.330.1 21.384.7 12.043.7 9.469.5
Total Nonresidential $196,388.1 $114,685.8 $49,692.5 $21,519.1 $18,128.4
New Dwelling Unils
~
Single Family 554 617 159 280 144
Multiple Family 153 179 302 468 0
TOTAL 707 796 461 748 144
Source: Construction Industry Research Board, Buildi ng Permif Summary.
COUNTY OF SAN BERN ARDINO
Total Building Permit Valuations
(Valuations in Thousands)
2006 2007 2008 2009 2010
Permit Valuation
New Single-family $2,481,741.6 $1,263,350.5 $383,615.0 $279,993.7 $233,404.1
New Multi-family 120,074.2 155,820.1 102,257.4 96,741.5 61,080.8
Res. Alterations/Additions 156.138.2 128.336.1 86.585.0 62.858.9 62.731.0
Total Residential 2,757,954.0 1,547,506.7 572,457.3 439,594.1 357,215.9
New Commercial 442,650.9 569,354.4 310,847.8 70,373.4 39,380.8
New Industrial 372,801.3 350,521.0 92,200.4 34,028.5 21,853.6
New Other 237,689.2 190,362.6 100,797.4 72,127.6 62,614.4
Com. Alterations/Additions 268.738.1 255.984.2 234.970.0 156.292.0 129.150.1
Total Nonresidential $1,321,879.5 $1,366,222.3 $738,815.6 $332,821.5 $252-,998.9
New Dwelling Units
Single Family 12,599 6,239 1,981 1,441 1,198
Multiple Family 1 273 1 765 1 201 1 054 649
TOTAL 13,872 8,004 3,182 2,495 1,847
Source: Construction Industry Research Board, Building Permit Su mmary.
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Effective Buying Income
"Effective Buying Income" is defined as personal income less personal tax and nontax
payments, a number often referred to as "disposable" or "after-tax' income. Personal income is
the aggregate of wages and salaries, other labor-related income (such as employer
contributions to private pension funds), proprietor's income, rental income (which includes
imputed rental income of owner-occupants of non-farm dwellings), dividends paid by
corporations, interest income from all sources, and transfer payments (such as pensions and
welfare assistance). Deducted from this total are personal taxes (federal, state and local),
nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance.
According to U.S. government definitions, the resultant figure is commonly known as
"disposable personal income."
The following table summarizes the total effective buying income for the City, the
County, the State and the United States for the period 2006 through 2010.
CITY OF RANCHO CUCAMONGA; COUNTY OF SAN BERNARDINO
Effective Buying Income
As of January 1, 2006 through 2010
Median
Total Effective Household
Buying Income Effective
Year Area (000's Omitted) Buying Income
2006 City of Rancho Cucamonga $3,825,920 $57,690
County of San Bernardino 31,358,170 42,265
California 764,120,963 46,275
United States 6,107,092,244 41,255
2007 City of Rancho Cucamonga $3,971,740 $60,930
County of San Bernardino 33,455,520 44,276
California 814,894,438 48,203
United States 6,300,794,040 41,792
2008 City of Rancho Cucamonga $4,076,143 $63,140
County of San Bernardino 34,745,023 45,814
California 832,531,445 48,952
United States 6,443,994,426 42,303
2009 City of Rancho Cucamonga $4,076,843 $63,829
County of San Bernardino 34,899,738 45,690
California 844,823,319 49,736
United States 6,571,536,768 43,252
2010 City of Rancho Cucamonga $3,713,548 $59,587
County of San Bernardino 32,115,644 43,018
California 801,393,028 47,177
United States 6,365,020,076 41,368
Source: The Nielsen Company (US), Inc.
Public Utilities and Services
Police protection is contracted from the San Bernardino County Sheriff's Department. A
Sheriffs substation is located within the City limits. Fire protection and rescue service are
provided by the City-managed Fire protection District, which covers an area of approximately 53
square miles. Southern California Edison Company furnishes electricity and Southern California
Gas Company furnishes natural gas to the City. Industrial waste and sewer services are
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provided by the Chino Basin Municipal Water District, and water is furnished to the City by the
Cucamonga County Water District. Telephone service is provided by General Telephone
Company.
Community Facilities
The City provides four park and two community centers for residents. Library services
are provided by the City. The Rancho Cucamonga Quakes Baseball Club (Single A) plays its
home games at the City's sports complex, the Epicenter.
Education
Six school districts serve the residents of the City providing local educational
opportunities from kindergarten through junior college. Major colleges and universities are
located within commuting distance to the City providing residents with both public and private
educational opportunities in most of the major professions.
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APPENDIX C
RATE AND METHOD OF APPORTIONMENT OF
SPECIAL TAXES FOR THE CFDS AND IMPROVEMENT AREAS
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APPENDIX D
FORM OF BOND COUNSEL OPINION
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APPENDIX E
FORM OF CITY CONTINUING DISCLOSURE CERTIFICATE
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APPENDIX F
DTC AND THE BOOK-ENTRY-ONLY SYSTEM
The following description of the Depository Trust Company ("DTC'), the procedures and
record keeping with respect to beneficial ownership interests in the Bonds, payment of principal,
interest and other payments on the Bonds to DTC Participants or Beneficial Owners,
confirmation and transfer of beneficial ownership interest in the Bonds and other related
transactions by and between DTC, the DTC Participants and the Beneficial Owners is based
solely on information provided 6y DTC. Accordingly, no representations can be made
concerning these matters and neither the DTC Participants nor the Beneficial Owners should
rely on the foregoing information with respect to such matters, but should instead confirm the
same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Bonds (the "Issuer') nor the trustee, fiscal agent or paying agent
appointed with respect to the Bonds (the `Agent') takes any responsibility for the information
contained ih this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will
distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or
ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co.,
its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or
that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this
Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange
Commission and the current "Procedures" of DTC to be followed in dealing with DTC
Participants are on file with DTC.
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for the securities (the "Securities"). The Securities will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other
name as may be requested by an authorized representative of DTC. One fully-registered
Security certificate will be issued for each issue of the Securities, each in the aggregate
principal amount of such issue, and will be deposited with DTC. If, however, the aggregate
principal amount of any issue exceeds $500 million, one certificate will be issued with respect to
each $500 million of principal amount, and an additional certificate will be issued with respect to
any remaining principal amount of such issue.
2. DTC, the world's largest securities depository, is alimited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC's participants ("Direct Participants') deposit with DTC. DTC also facilitates
the post-trade settlement among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book-entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is
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the holding company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). On August 8, 2011, Standard & Poor's
downgraded its rating of DTC from AAA to AA+. The DTC Rules applicable to its Participants
are on file with the Securities and Exchange Commission. More information about DTC can be
found at www.dtcc.com and www.dtc.org. The information contained on this Internet site is not
incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC's records. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner') is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are tc be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the' book-entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Securities with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities
may wish to take certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the Security documents. For example, Beneficial Owners of Securities may
wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI
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Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be
made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC's records. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be
the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under such
circumstances, in the event that a successor depository is not obtained, Security certificates are
required to be printed and delivered.
10. Issuer may decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository). In that event, Security certificates will be
printed and delivered to DTC.
11. The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility
for the accuracy thereof.
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28017-07 JH:CKL:JDA
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Rancho Cucamonga (the "City"), by and on behalf of itself and the
Rancho Cucamonga Public Finance Authority (the "Authority") in connection with the issuance
by the Authority of the $ Rancho Cucamonga Public Finance Authority
Special Tax Refunding Revenue Bonds, Series 2011 (the "Bonds"). The Bonds are being
issued pursuant to an Indenture of Trust, dated as of December 1, 2011 (the "Indenture of
Trust"), by and between the Authority and Wells Fargo Bank, National Association, as trustee
(the "Trustee").
The Authority is issuing the Bonds for the purpose of acquiring the following special tax
bonds ("Special Tax Refunding Bonds") to be issued concurrently by various community
facilities districts (the "CFDs'") formed by the City:
(i) $ City of Rancho Cucamonga Community Facilities District
No. 2000-01 (South Etiwanda) Special Tax Refunding Bonds, Series 2011 (the "CFD
2000-01 Bonds").
(ii) $ City of Rancho Cucamonga Community Facilities District
No. 2000-02 (Rancho Cucamonga Corporate Park) Special Tax Refunding Bonds,
Series 2011 (the "CFD 2001-2 Bonds").
(iii) $ City of Rancho Cucamonga Community Facilities District
No. 2001-01 Improvement Area No. 1 and Improvement Area No. 2 Special Tax
Refunding Bonds, Series 2011 (the "CFD 2001-01 (IA 1&2) Bonds").
(d) $ City of Rancho Cucamonga Community Facilities District
No. 2001-01 Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011 B (the
"CFD 2001-01 (IA3) Bonds").
The City hereby covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the City for the benefit of the holders and beneficial owners of the
Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-
12(b)(5).
Section 2. Definitions. In addition to the definitions set forth in the Indenture of Trust,
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" shall mean any Annual Report provided by the City pursuant to,-and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Dissemination Agent' shall mean the City, or any successor Dissemination Agent
designated in writing by the City and which has filed with the City a written acceptance of such
designation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
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"MSRt3" means the Municipal Securities Rulemaking Board, which has been designated
by the Securities and Exchange Commission as the sole repository of disclosure information for
purposes of the.Rule, or any other repository of disclosure information that may be designated
by the Securities and Exchange Commission as such for purposes of the Rule in the future.
"Official Statement'.. means the final official statement executed by the City in connection with
the issuance of the Bonds.
Official StatemenC shall mean the Official Statement relating to the Bonds.
"Participating Underwriter' shall mean Stone & Youngberg, a Division of Stifel Nicolaus.
The address for information mailed to the Participating Underwriter is: Stone & Youngberg,,a
Division of Stifel Nicolaus, .One, Ferry .Building, San Francisco, California 94111; Attention:
Municipal Research Group.
"Rule' shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from
time to time.
Section 3. Provision of Annual Reports.
(a) .The City shall, or shall cause the Dissemination Agent to, not later than seven
months after the end of the City's fiscal year (which currently would be February 1 based upon
the City's current June 30 fiscal year), commencing February 1, 2012 with the report for the
2010-11 Fiscal Year, provide to the Participating Underwriter and the MSRB an Annual Report
which is consistent with the requirements of Section 4 of this Disclosure Certificate; provided,
however, that the fiscal. year 2010-11 Annual Report may consist of the Official Statement and
the fiscal year 2010-11 Audited Financial Statements of the City. Not later than fifteen (15)
Business Days prior to said date, the City shallprovide the Annual Report to the Dissemination
Agent (if other than the City). The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may include by referehce other information as
provided in Section 4 of this Disclosure Certificate; provided that the audited financial
statements of the City may be submitted separately from the balance of the Annual Report, and
later than the date required above for the filing of the Annual Report if not available by that
date. If the City's fiscal year changes, it shall give notice of such change in the same manner
as for a Listed Event under.Section 5(b):
(b) If the City is unable to provide to the MSRB an Annual Report by the date
required in subsection (a), the City shall send a notice to the MSRB in substantially the form
attached as ExhibiYA.
(c) The Dissemination.Agent shall:
(i) , determine each year prior to the Annual Report Date the then-applicable
rules and electronic format prescribed by the MSRB for the filing of annual continuing
disclosure reports; and
(ii) if the Dissemination Agent is other than the City, file a report with the City
certifying that the Annual Report has been provided pursuant to this Disclosure
Certificate, stating the date it was provided to the MSRB.
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Section 4. Content of Annual Reports. The City's Annual Report shall contain or
incorporate by reference the following:
(a) Audited Finahcial Statements of the City prepared in accordance with generally
accepted accounting pririciples'as promulgated to apply to governmental entities from time to
time by the Governmental Accounting Standards Board, along with the following statement:
THE CITY'S ANNUAL FINANCIAL STATEMENT IS PROVIDED SOLELY TO COMPLY
WITH'THE SECURITIES EXCHANGE COMMISSION STAFF'S INTERPRETATION OF RULE
15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. NO FUNDS
OR ASSETS OF -THE CITY ARE REQUIRED'TO BE USED TO PAY DEBT SERVICE ON THE
BONDS; AND. NEITHER THE CITY; THE AUTHORITY NOR THE RELATED CFD IS
OBLIGATED' TO ADVANCE AVAILABLE FUNDS TO COVER ANY DELINQUENCIES.
INVESTORS SHOULD NOT RELY ON THE FINANCIAL CONDITION OF THE CITY IN
EVALUATING WHETHER TO BUY. HOLD OR SELL THE BONDS.
If such audited financial statements are not available by the time the Annual Report is
required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial
statements in a format similar to the financial statements contained in the final Official
Statement, and the audited financial statements shall be filed in the same manner as the
Annual Report when they become available.
(b) Additional Item relating to the Authority. Outstanding principal amount of the
Bonds as of the end of the most recent fiscal year.
(c) Additional Items relating to the CFDs. Unless otherwise provided in the audited
financial statements filed on or prior td the annual filing deadline for the Annual Reports
provided for in Section 3 above, financial information and operating data with respect to each
CFD for the preceding fiscal year, substantially similar to that provided in the corresponding
tables and charts in the Official Statement for the Bonds, as follows:
(i) Total assessed value (perthe San Bernardino County Assessor's
records] of all parcels currently subject to the Special Tax within each CFD,
showing the total assessed valuation forall land and the total assessed valuation
for all improvements within the-CFD and distinguishing between the assessed
value of improved and unimproved parcels. Parcels are considered improved if
there is an assessed value for the improvements in the Assessor's records.
(ii) ' With respect to delinquent Special Taxes in each CFD, (A) a list
of all parcels delinquent in the payment of two or more installments of Special
Taxes and (B) the total dollar amount of delinquencies as of August 1 of any
year.
(iiip - The amount of prepayments of the Special Tax with respect to the
CFD for the most recently completed Fiscal Year.
(iv) Aland ownership summary listing property owners responsible for
more than 5% of the annual Special Tax-levy, as shown on the San Bernardino
County Assessor's last equalized tax roll prior to the September next preceding
the Anhual Report Date, and a calculation of each such owner's value-to-burden
ratio based upon assessed value and the burden of that property's share of the
Special Tax Refunding Bonds only.
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(v) The principal amount of the CFD Bonds outstanding as of the
September 30 next preceding the Annual Report Date.
,
(vi) An updated calculation of each CFD's value-to-burden ratio on a
CFD-wide basis, based upon (A) the Taxable Property's assessed value as
shown on the San Bernardino County Assessor's last equalized tax roll prior to
:the September next preceding the Annual Report Date and (B) the burden of that
property'sshare of the Special Tax Refunding Bonds only.
(vii) - Any changes to the Rate and Method of Apportionment of Special
Tax for a CFD.
(viii) :Annual information required to be filed by the CFD with the
California ,Debt and Investment Advisory Commission pursuant to the Act and
relating generally to outstanding bond amounts, fund balances, assessed values,
special tax delinquencies and foreclosure information.
(ix) • ,Information relating to the number of new construction building
permits and certificates of occupancy issued in the CFD during the preceding
fiscal year.
Any or all of the -items listed above may be included by specific reference to other documents,
including official statements of debt issues of the City or related public entities, which have been
submitted to the MSRB or the Securities and Exchange Commission. If the document included
by reference is a final official statement, it must be available from the Municipal Securities
Rulemaking Board. .The City shall clearly identify each such other document so included by
reference.
(f) in addition to any of the information expressly required to be provided under
paragraphs (a) through (e) of this Section, the City shall provide such further information, if any,
as may be necessary to make the specifically required statements, in the light of the
circumstances under which they are made, not misleading.
Any or all, of the items listed above may be included by specific reference to other
documents, ,including official statements of debt issues of the City or related public entities,
which have been submitted to the MSRB or the Securities and Exchange Commission. If the
document included by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify each such other
document so included. by reference.
Section 5. Reporting of Significant Events.
(a), ,The City shall give, or cause to be given, notice of the occurrence of any of the
following Listed Events with respect to the Bonds:
.. -, (1:),; :..Principal and interest payment delinquencies.
(2):, Non-payment related defaults, if material.
- (3):. Unscheduled draws on debt service reserves reflecting financial
difficulties.
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(4) Unscheduled draws on credit enhancements reflecting financial
difficulties.
(5) Substitution of credit or liquidity providers, or their failure to
perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue
Service of proposed or final determinations of taxability, Notices of Proposed
Issue (IRS Form 5701-TEB) or other material notices dr determinations with
respect to the tax status of the security, or other material events affecting the tax
status of the security.
(7) Modifications to rights of security holders, if material
(8) Bond calls, if material, and tender offers.
(g) Defeasances.
(10) Release, substitution, or sale of property securing repayment of
the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or
other obligated person.
(13) The consummation of a merger, consolidation, or acquisition
involving the City or an obligated person, or the sale of all or substantially all of
the assets of the City or an obligated person (other than in the ordinary course of
business), the entry into a definitive agreement to undertake such an action, or
the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material.
(14) Appointment of a successor or additional trustee or the change of
name of a trustee, if material.
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the
City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such
occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely
manner not in excess of 10 business days after the occurrence of the Listed Event.
(c) Notwithstanding the foregoing, notice of Listed Events described in subsections
(a)(8) and (g) above 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 under the Trust Agreement.
' (d) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7),
(a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of this Section 5 contain the
qualifier "if material." The City shall cause a notice to be filed as set forth in paragraph (b)
above with respect to any such event only to the extent that the City determines the event's
occurrence is material for purposes of U.S. federal securities law.
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(e) For purposes of this Disclosure Certificate, any event described in paragraph
(a)(12) above is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent, or similar officer for the City in a proceeding under the United States
Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business
of the City, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers in possession but subject to the supervision and orders of a court or
governmental 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 City.
Section 6. Termination of Reporting Obligation. The City's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the
City shall give notice of such termination in the same manner as for a Listed Event under
Section 5(b).
Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate,
and may discharge any such Agent, with or without appointing a successor Dissemination
Agent. The initial Dissemination Agent shall be the City.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it
may only be made in connection with a change in circumstances that arises from a change in
legal requirements, change in law, or change in the identity, nature, or status of an obligated
person with respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the primary offering of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in
the manner provided in the Indenture of Trust for amendments to the Indenture of Trust with the
consent of holders, or (ii) does not, in the opinion of the Trustee or nationally recognized bond
counsel, materially impair the interests of the holders or beneficial owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report
is amended pursuant to the provisions. hereof, the first annual financial information filed
pursuant hereto containing the amended operating data or financial information shall explain, in
narrative form,.the reasons for the amendment and the impact of the change in the type of
operating data or financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be
followed in preparing financial statements, the annual financial information for the year in which
the change is made shall present a comparison between the financial statements or information
prepared on the basis of the new accounting principles and those prepared on the basis of the
former accounting principles. The comparison shall include a qualitative discussion of the
6
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differences in the accounting principles and the impact of the change in the accounting
-principles on the presentation of the financial information, in order to provide information to
investors to enable them to evaluate the ability of the City to meet its obligations. To the extent
reasonably feasible, the comparison shall be' quantitative. A notice of the change in the
accounting principles shall be sent to the. MSRB in the same manner as fdr a Listed Event
under Section 5(b). ,
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed
to prevent the City from disseminating any other information, using the means of dissemination
set forth in this Disclosure Certificate or any other means of communication, or including any
other information in any Annual Report or notice of occurrence of a Listed Event, in addition to
that which is required by this- Disclosure Certificate. If the City chooses to include any
information in any Annual. Report or notice of occurrence of a Listed Event in addition to that
which is specifically required by this Disclosure Certificate, the City shall have no obligation
under this Disclosure Certificate to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the City to comply with any provision of
this Disclosure Certificate, the Trustee may (and, at the request of any Participating Underwriter
or the holders of~at least 25% aggregate principal amount of Outstanding Bonds, 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 court order, to cause the
City to comply with its obligations under this Disclosure Certificate. A default under this
Disclosure Certificate shall not be deemed an Event of Default under the Indenture of Trust,
and the sole remedy under this Disclosure Certificate in the event of any failure of the City to
comply with this Disclosure Certificate shall be an action to compel performance.
Section. 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it
may incur arising out. of or in the exercise or performance of its powers and duties hereunder,
including the costs and expenses (including attorneys fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The obligations of the City under this Section shall survive resignation or removal
of the Dissemination Agent and payment of the Bonds.
,. ,
7
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Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the City, the Dissemination Agent, the Participating Underwriters and holders and beneficial
owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Date: , 2011
CITY OF RANCHO CUCAMONGA
By:
Acceptance of Dissemination Agent:
AGREED AND ACCEPTED:
as Dissemination Agent
By: .
Title:
8
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EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Rancho Cucamonga Public Finance Authority
Name of Bond Issues: the $ Rancho Cucamonga Public Finance Authority
Special Tax Refunding Revenue Bonds, Series 2011
Date of Issuance: , 2011
NOTICE IS HEREBY GIVEN that the City of Rancho Cucamonga (the "City') has not
provided an Annual Report with respect to the above-named Bonds as required by that certain
Continuing Disclosure Certificate dated , 2011 with respect to the Bonds. The
City anticipates that the Annual Report will be filed by
Dated:
CITY OF RANCHO CUCAMONGA
cc: Trustee
A-1
STAFF REPORT
AD\[INISTRATIVE SERVICES DEPARTMENT
Date: December 7, 2011
To: Mayor and Members of City Council
John R. Gillison, City Manager
From: Linda D. Daniels, Assistant City Manager
By: Ingrid Y. Bruce, GIS/Special Districts Manager
RANCHO
CUCAMONGA
Subject: CONSIDERATION TO ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO CUCAMONGA, ACTING FOR AND ON BEHALF OF ITSELF AND IN ITS
CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO.
2000-01 (SOUTH ETIWANDA), COMMUNITY FACILITIES DISTRICT N0.2000-02 (RANCHO
CUCAMONGA CORPORATE PARK) AND COMMUNITY FACILITIES DISTRICT N0.2001-01,
AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF SPECIAL TAX REFUNDING
BONDS FOR EACH SUCH COMMUNITY FACILITIES DISTRICT, APPROVING THE FORMS
OF FISCAL AGENT AGREEMENTS, A BOND PURCHASE AGREEMENT, A SPECIAL TAX
REFUNDING BONDS PURCHASE CONTRACT, ESCROW AGREEMENTS, A PRELIMINARY
OFFICIAL STATEMENT AND OTHER DOCUMENTS AND AUTHORIZING CERTAIN
ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS
RECOMMENDATION
It is recommended that the City Council, acting for and on behalf of itself and in its capacity as the
legislative body of Community Facilities District No. 2000-1 (South Etiwanda), Community Facilities
District No. 2000-02 (Rancho Cucamonga Corporate Park) and Community Facilities District No.
2001-01 (each a "Community Facilities District" and collectively the "Community Facilities Districts")
adopt a resolution approving the authorization of the issuance of four series of Special Tax
Refunding Bonds for the purpose of refunding certain outstanding special tax bonds identified
below, approving the forms of Fiscal Agent Agreements, Bond Purchase Agreement, Special Tax
Refunding Bonds Purchase Contract, Preliminary Official Statement, Continuing Disclosure
Certificate, Escrow Agreements and other documents and authorizing certain actions in connection
with the issuance of such revenue bonds.
BACKGROUND
For the reasons stated below, it is proposed and recommended that the City Council, acting for and
on behalf of itself and in its capacity as the legislative body of the Community Facilities Districts,
authorize the issuance of 4 series of Special Tax Refunding Bonds (the "Refunding Bonds") for the
purpose of refunding the following outstanding special tax bonds (the "Prior Special Tax Bonds")
issued by or for such community facilities districts:
• Community Facilities District No. 2000-01
2000
• Community Facilities District No. 2000-02
Tax Bonds, Series 2000
(South Etiwanda) Special Tax Bonds, Series
(Rancho Cucamonga Corporate Park) Special
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CONSIDERATION TO ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, ACTING FOR AND ON BEHALF OF ITSELF AND IN ITS CAPACITY AS THE
LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2000-01 (SOUTH ETIWANDA),
COMMUNITY FACILITIES DISTRICT N0.2000-02 (RANCHO CUCAMONGA CORPORATE PARK)
AND COMMUNITY FACILITIES DISTRICT N0.2001-01; AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF SPECIAL TAX REFUNDING BONDS FOR EACH SUCH COMMUNITY FACILITIES
DISTRICT, APPROVING THE FORMS OF FISCAL AGENT AGREEMENTS, A BOND PURCHASE
AGREEMENT, A SPECIAL TAX REFUNDING BONDS PURCHASE CONTRACT, ESCROW
AGREEMENTS, A PRELIMINARY OFFICIAL STATEMENT AND OTHER DOCUMENTS AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS
DECEMBER 7, 2011
• Community Facilities District No. 2001-01 Improvement Area No. 1 and Improvement
Area No. 2 Special Tax Bonds, Series 2001-A
• Community Facilities District No. 2001-01 Improvement Area No. 3 Special Tax Bonds,
Series 2001-B
For the reasons stated below, it is also proposed and recommended that the City Council request
that the Board of Directors of the Rancho Cucamonga Public Finance Authority authorize the
issuance of its Special Tax Refunding Revenue Bonds, Series 2011 (the "Authority Bonds") to
acquire the Refunding Bonds.
The anticipated savings projected to result from the refunding will be generated from the following
interrelated sources:
1) The existence of favorable interest rate conditions in the municipal bond market.
2) The maturity of the Community Facilities Districts or in the case of Community
Facilities District No. 2001-01, the improvement areas therein; i.e., completion of
substantial development within the Community Facilities Districts or improvement
areas, as applicable, coupled with the diversification of ownership in therein, creates
a better overall credit for such districts or improvement areas individually.
3) The savings in the costs of issuance resulting from marketing only one bond issue,
the Authority Bonds, to the municipal bond market rather than separate bond issues
for each series of the Refunding Bonds.
4) The stronger credit quality of the Authority Bonds resulting of the much broader
diversity of ownership from the combined Refunding Bonds rather than the narrower
diversity of ownership within each separate community facilities district or, in the
case of Community Facilities District No. 2001-01, within the separate improvements
areas.
Based upon pro formas run to date the refunding has the potential of collectively saving the
property owners approximately 8.78% to 14.86% annually over the remaining life of the bond
issues. The actual level of savings will depend upon conditions in the municipal bond market at the
time the Authority Bonds and the Refunding Bonds are priced.
The combining of the credit quality of. each series of the Refunding Bonds will not adversely affect
the taxpayers within the community facilities districts or the improvement areas. There is no cross
collateralization of any of the Refunding Bonds therefore, Special Tax Revenues securing one
series of Refunding Bonds cannot be used to cover any shortfall in Special Tax Revenues securing
another series of Refunding Bonds. Similarly, amounts held in the Reserve Fund as established for
any series of Refunding Bonds cannot be used to pay debt service on any other series of Refunding
Bonds.
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CONSIDERATION TO ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, ACTING FOR AND ON BEHALF OF ITSELF AND IN ITS CAPACITY AS THE
LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2000-01 (SOUTH ETIWANDA),
COMMUNITY FACILITIES DISTRICT N0.2000-02 (RANCHO CUCAMONGA CORPORATE PARK)
AND COMMUNITY FACILITIES DISTRICT N0.2001-01, AUTHORIZING AND PROVIDING FOR THE
ISSUANCE OF SPECIAL TAX REFUNDING BONDS FOR EACH SUCH COMMUNITY FACILITIES
DISTRICT, APPROVING THE FORMS OF FISCAL AGENT AGREEMENTS, A BOND PURCHASE
AGREEMENT, A SPECIAL TAX REFUNDING BONDS PURCHASE CONTRACT, ESCROW
AGREEMENTS, A PRELIMINARY OFFICIAL STATEMENT AND OTHER DOCUMENTS AND
AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS
llECEMBER 7, 2011
For the reasons stated above, staff is recommending approval of the attached resolution and sale of
the special tax refunding bonds.
By approving the attached resolution the City Council will be:
Approving the issuance of each series of the Refunding Bonds;
Approving the form of the following agreements:
o Separate Fiscal Agent Agreements to establish the terms and conditions pursuant to
which each series of the Refunding Bonds will be issued and administered;
o Bond Purchase Agreement with Stifel Nicholaus Incorporated dbt Stone &
Youngberg, a Division of Stifel Nicholaus (the "Underwriter") to establish the terms
and conditions pursuant to which the Authority Bonds will be sold to the Underwriter
o Special Tax Refunding Bond Purchase Contract to establish the terms and
conditions pursuant to which the Authority will purchase the Refunding Bonds from
the Community Facilities District; and
o Separate Escrow Deposit and Trust Agreements for each series of the Prior Special
Tax Bonds to establish the terms and conditions pursuant to which such bonds will
be defeased and refunded.
• Approving the form of:
o the Preliminary Official Statement that will provide disclosure to prospective .
purchasers of the Authority Bonds regarding such bonds, the Authority, the
Refunding Bonds and the Community Facilities Districts;
o the Continuing Disclosure Certificate that constitutes the agreement by the City, on
behalf of the Authority, to provide continuing disclosure to the owners of the Authority
Bonds and the municipal bond market in order to comply with the requirements of
federal securities law and regulations.
• Authorizing the City Manager or the City Manager's designee (each, an "Authorized
Officer'), acting on behalf of the City or the Community Facilities Districts, as applicable, are
each hereby authorized and directed to execute and deliver the final form of the various
documents and instruments described in this Resolution, with such additions thereto or
changes therein as such Authorized Officer may deem necessary and advisable.
• Directing the City Manager to withdraw the offer to sell any series of Refunding Bonds if
the pricing of such Refunding Bonds does not meet the financing parameters contained in
the resolution and giving the City Manager the discretion to withdraw the offer to sell any
series of Refunding Bonds in the circumstances described in the resolution.
Attachment:
Resolution
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RESOLUTION NO._.11-179
RESOLUTION OF, THE CITY COUNCIL OF THE CITY OF RANCHO
CUCAMONGA, ACTING FOR AND ON BEHALF OF ITSELF AND IN ITS
CAPACITY AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES
DISTRICT NO. 2000-01 (SOUTH ETIWANDA), COMMUNITY FACILITIES
DISTRICT NO. 2000-02 (RANCHO CUCAMONGA CORPORATE PARK)
AND COMMUNITY FACILITIES DISTRICT NO. 2001-01, AUTHORIZING
AND PROVIDING FOR THE ISSUANCE OF SPECIAL TAX REFUNDING
BONDS FOR EACH SUCH COMMUNITY FACILITIES DISTRICT,
APPROVING THE FORMS OF FISCAL AGENT AGREEMENTS, A BOND
PURCHASE AGREEMENT, A SPECIAL TAX REFUNDING BONDS
PURCHASE CONTRACT, ESCROW AGREEMENTS, A PRELIMINARY
OFFICIAL STATEMENT AND OTHER DOCUMENTS AND AUTHORIZING
CERTAIN ACTIONS IN CONNECTION WITH THE.ISSUANCE OF SUCH
BONDS
WHEREAS, the City Council did previously conduct proceedings to form and did
form certain community facilities districts, such community facilities districts designated as
Community Facilities No. 2000-01 (South Etiwanda) ("CFD No. 2000-01"), Community
Facilities District No. 2000-02 (Rancho Cucamonga Corporate Park) and Community
Facilities District No. 2001-01 (individually, a "Community Facilities District" and,
collectively, the "Community Facilities Districts"), and designated certain improvement
areas in Community Facilities District No. 2001-01 (each, an "Improvement Area") pursuant
to the terms and provisions of the "Mello-Roos Community Facilities Act of 1982", being
Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California
(the "Act"), for the purpose of financing certain public facilities to be owned by the City of
Rancho Cucamonga and certain other public agencies (the "Improvements"); and
WHEREAS, the following special tax bonds were previously issued for such
Community Facilities Districts or, in the case of Community Facilities District No. 2001-01,
for the Improvement Areas therein to finance the cost of the Improvements, the costs of
issuing and selling such bonds to finance the Improvements and the costs to the City in
establishing and administering the Community Facilities Districts and, in the case of
Community Facilities District No. 2001-01, the Improvement Areas therein and did issue
the following bonds of the Community Facilities Districts (referred to collectively as the
"Prior Community Facilities District Bonds"):
(a) City of Rancho Cucamonga Community Facilities District No: 2000-01 (South
Etiwanda) Special Tax Bonds, Series 2000 were issued by CFD No. 2000-01 (the "Prior
CFD No. 2000-01 Bonds");
(b) City of Rancho Cucamonga Community Facilities District No. 2000-02
(Rancho Cucamonga Corporate Park) Special Tax Bonds, Series 2000 were issued by
CFD No. 2000-02 (the "Prior CFD No. 2000-02 Bonds");
60285.0001 T702I730.1
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(c) City of Rancho Cucamonga Community Facilities District No. 2001-01
Improvement Area No. 1 and Improvement Area No. 2 Special Tax Bonds, Series 2001-A
were issued by the City; for and on behalf of CFD No. 2001-01 (the "Prior CFD No. 2001-
01 IA No. 1 and IA No. 2 Bonds");
(d) City of Rancho Cucamonga Community Facilities District_No. 2001-01
Improvement Area No. 3 Special Tax Bonds, Series 2001-B were issued by the City, for
and on behalf of CFD. No. 2001=01 (the "Prior CFD No. 2001-01 IA No. 3 Bonds"); and
WHEREAS, as a result of a combination of favorable conditions in the municipal
bond market and the level of development, diversity of ownership and increase in value of
the properties within the Community Facilities Districts and, in the case of Community
Facilities District No. 2001-01, the Improvement Areas therein for which the Prior
Community Facilities District Bonds were issued, the City Council, acting in its capacity as
the legislative body of each of the Community Facilities Districts, desires to issue the
following series of special tax refunding bonds (referred to collectively as the "Refunding
Bonds" and individually as a "Series of Refunding Bonds") forthe purpose of defeasing and
redeeming the Prior Community Facilities District Bonds priorto their scheduled maturity in
order to reduce the borrowing costs on such indebtedness:
(a). City of Rancho Cucamonga Community Facilities District No. 2000-01 (South
Etiwanda) Special Tax Refunding Bonds, Series 2011 in a principal amount not to exceed
$1,000,000;
(a). City of Rancho Cucamonga Community Facilities District No. 2000-02
(Rancho Cucamonga Corporate Park) Special Tax Refunding Bonds, Series 2011 in a
principal amount not to exceed $6,000,000;
(b). City of Rancho Cucamonga Community Facilities District No. 2001-01
Improvement Area No. 1 and Improvement Area No. 2 Special Tax Refunding Bonds,
Series 2011 in a principal amount not to exceed $11,500,000; and
(c). City of Rancho Cucamonga Community Facilities District No. 2001-01
Improvement Area No. 3 Special Tax Refunding Bonds, Series 2011 in a principal amount
not to exceed $1,000,000..
WHEREAS, any such Refunding Bonds shall be issued pursuant to the terms and
provisions of the Act and the statement of goals and policies of the City Council regarding
the establishment of community facilities districts, as amended to date (the "Goals and
Policies"); and
WHEREAS, at this time this City Council, acting in its capacity as the legislative
body of the Community Facilities Districts, desires to set forth the general terms and
conditions relating to the authorization, issuance, sale, delivery, and administration of the
Refunding Bonds; and
60285.0001 T7021730. I 2
P648
WHEREAS, the City Council further desires to sell the Refunding Bonds to the
Rancho Cucamonga Public Financing Authority (the "Authority")and hereby requests that
the Authority issue its 2011 Special Tax Refunding Revenue Bonds (the "Revenue Bonds")
for the purpose of financing the acquisition of the Refunding Bonds; and
WHEREAS, the City Council desires to sell the Special Tax Refunding Bonds in a
negotiated sale to the Authority pursuant to the Refunding Bonds Purchase Contract
(defined below); and
WHEREAS, the forms of the following documents have been presented to and
considered for approval by this City Council:
A. Fiscal Agent Agreements by and between each of the Community Facilities
Districts and Wells Fargo Bank, N.A., as fiscal agent (the "Fiscal Agent"),
setting forth the representative terms and conditions relating to the issuance,
sale, delivery, and administration of each Series of Refunding Bonds (each a
"Fiscal Agent Agreement");
B. Bond Purchase Agreement among the Authority, the City and the Community
Facilities Districts and Stone & Youngberg LLC authorizing the sale of the
Revenue Bonds to Stone & Youngberg (the "Bond Purchase Agreement");
C. Special Tax Refunding Bonds Purchase Contract among the Authority, the
City and the Community Facilities Districts authorizing the sale of the
Refunding Bonds to the Authority (the "Refunding Bonds Purchase
Contract");
D. An Escrow Deposit and Trust Agreement by and between CFD No. 2000-01
each Community Facilities District and Wells Fargo Bank, N.A., as escrow
agent, setting forth the terms and conditions related to the defeasance and
refunding of the Prior CFD No. 2000-01 Bonds;
E. An Escrow Deposit and Trust Agreement by and between CFD No. 2000-02
.and Wells Fargo Bank, N.A., as escrow agent, setting forth the terms and
conditions related to the defeasance and refunding of the Prior CFD No.
2000-02 Bonds;
F. An Escrow Deposit and Trust Agreement by and between the City, acting for
arid on behalf of CFD No. 2001-01, and Wells Fargo Bank, N.A., as escrow
agent, setting forth the terms and conditions related to the defeasance and
refunding of the Prior CFD No. 2001-01 IA No. 1 and IA No. 2 Bonds;
G. An Escrow Deposit and Trust Agreement by and between the City, acting for
and on behalf of CFD No. 2001-01, and Wells Fargo Bank, N.A., as escrow
agent, setting forth the terms and conditions related to the defeasance and
refunding of the Prior CFD No. 2001-01 IA No. 3 (this Escrow Deposit and
60285.0001717021730.1 3
P649
Trust Agreement and each of the above Escrow Deposit and Trust
Agreements, an "Escrow Agreement");
H. Preliminary Official Statement containing information including, but not
limited to, the Community Facilities Districts and the Refunding Bonds (the
"Preliminary Official Statement");
Continuing Disclosure Certificate to be executed and delivery by City, by and
on behalf of itself and the Authority pursuant to which the City, on behalf of
the Authority, will be obligated to provide ongoing annual disclosure relating
to the Revenue Bonds, the Refunding Bonds and the Community Facilities
Districts (the "Continuing Disclosure Certificate"); and
WHEREAS, this City Council, with the aid of City staff, has reviewed and considered
the documents described above and finds those documents suitable for approval, subject
to the conditions set forth in this resolution; and
WHEREAS, all conditions, things, and acts required to exist, to have happened and
to have been performed precedent to and in the issuance of the bonds as contemplated by
this resolution and the documents referred to herein exist, have happened, and have been
performed or have been ordered to have been preformed in due time, form, and manner as
required by the laws of the State of California, including the Act and the applicable policies
and regulations of the City.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND ORDERED by the City
Council of the City of Rancho Cucamonga, acting for and on behalf of the City and in its
capacity as the legislative body of the Community Facilities Districts, as follows:
1. Recitals. The above recitals are true and correct.
2. Determinations. This City Council, acting in its capacity as the legislative body of
the Community Facilities Districts, hereby makes the following determinations pertaining to
the proposed issuance of each Series of the Refunding Bonds:
(a) The Goals and Policies generally require that the full cash value of the
properties within a Community Facilities District or an Improvement Area of a
Community Facilities subject to the levy of the special taxes must be at least
3 times the principal amount of the Refunding Bonds proposed to be issued
for such Community Facilities District or such Improvement Area of such
Community Facilities District, as applicable, and the principal amount of all
other bonds outstanding that are secured by a special tax levied pursuant to
the Acton property within such Community Facilities District or Improvement
Area or a special assessment levied on property within such Community
Facilities District or such Improvement Area (collectively, "Land Secured
Bonded Indebtedness"). The Act authorizes the City Council, acting as the
legislative body of the Community Facilities Districts, to sell the Bonds only if
the City Council has determined prior to the award of the sale of each Series
eozss.ooo i n~ozi Aso. i q
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of the Refunding Bonds that the value of such properties will be at least 3
times the applicable Land Secured Indebtedness.
The value of the property within each Community Facilities District or
Improvement Area, as applicable, which will be subject to the special tax to
pay debt service on the applicable Series of the Refunding Bonds, will be at
least three (3) times the Land Secured Bonded Indebtedness allocable to
such properties.
The foregoing determination is based upon the assessed value of the
properties within each Community Facilities District or ImprovementArea, as
applicable. Such determination was made in a manner consistent with the
Goals and Policies.
(b) The terms and conditions of each Series of the Refunding Bonds as
contained in the applicable Fiscal Agent Agreement are consistent with and
conform to the Goals and Policies.
(c) As a result of the complexity of the proposed financing being undertaken with
the concurrent issuance of similar bonds for up to three Community Facilities.
Districts and the possibility that not all Series of Refunding Bonds will
achieve savings adequate to justify the refunding of the applicable Prior
Community Facilities District Bonds, the private sale of the Refunding Bonds
will result in a lower overall cost to each of the Community Facilities Districts.
(d) It is prudent in the management of the fiscal affairs of the Community
Facilities Districts and the respective Improvement Areas thereinto issue the
Refunding Bonds for the purpose, inter alia, of defeasing and redeeming the
Prior Community Facilities District Bonds,
(e) As to each Series of the Refunding Bonds, the total net interest cost to
maturity of such Bonds plus the principal amount of such Bonds will not
exceed the total net interest cost to maturity on the series of the Prior
Community Facilities District Bonds being defeased and redeemed from the
proceeds of such Refunding Bonds plus the principal amount of such Prior
Community Facilities District Bonds.
(f) For purposes of Section 53363.2 of the Act, the City Council hereby further
finds and determines that: (i) it is expected that the purchase of each Series
of the Refunding Bonds necessary to effect the refunding of the applicable
Series of Prior Special Tax Bonds will occur on the Closing Date (as such
term is defined in each Fiscal Agent Agreement), (ii) the date, denomination,
maturity dates, places of payment and form of each Series of such
Refunding Bonds shall be as set forth in the applicable Fiscal Agent
Agreement, as executed, provided, however, the maturity dates of any Series
of the Refunding Bonds shall not exceed the maturity dates of the applicable
Series of Prior Special Tax Bonds, (iii) the maximum true interest cost on
6ozss.oooiwozi~so.i 5
P651
each Series of such Refunding Bonds shall not exceed six percent (6.0%)
with the actual irterest rate or interest rates to be set forth in the applicable
Fiscal Agent Agreement as executed; and (iv) the designated costs of issuing
the Refunding Bonds shall be as described in Section 53363.8(a) of the Act,
and as otherwise described in the applicable Fiscal Agent Agreement, the
Official Statement for the Revenue Bonds and/or the closing certificates for
the Refunding Bonds, including but not limited to, a proportionate share of
the Bond Counsel fees and expenses, Disclosure Counsel fees and
expenses, purchaser's discount, printing costs for the Official Statement,
Special Tax Consultant, escrow verification costs, initial Fiscal Agent fees,
costs of issuance of the Revenue Bonds, fees for rating and credit
enhancement, if any, on or for the Revenue Bonds, and costs of City staff
incurred in connection with the sale and issuance of the Authority Bonds and
the Refunding Bonds.
3. Refunding Bonds Authorized. Pursuant to the Act, this Resolution, and the Fiscal
Agent Agreements, each Series of Refunding Bonds is hereby authorized by the City
Council, acting in its capacity as the legislative body of the Community Facilities Districts,
to be issued in the aggregate principal amount not to exceed the amount set forth in the
preceding recitals.
The date, manner of payment, interest rate or rates, interest payment dates for the current
interest bonds, maturity dates, denominations, forms, registration privileges, manner of
execution, place of payment, terms of redemption, and other terms, covenants, and
conditions of each such Series of the Refunding Bonds shall be as provided in the Fiscal
Agent Agreement for each Series of the Refunding Bonds as finally executed.
4. Authorization and Conditions. The City Manager or the City Manager's designee
(each, an "Authorized Officer"), acting on behalf of the City or the Community Facilities
Districts, as applicable, are each hereby authorized and directed to execute and deliverthe
final form of the various documents and instruments described in this Resolution, with such
additions thereto or changes therein as such Authorized Officer may deem necessary and
advisable; provided, however, that no additions or changes shall authorize an aggregate
principal amount of any Series of the Refunding Bonds in excess of the amount specified in
the recitals hereinabove. The approval of such additions or changes shall be conclusively
evidenced by the execution and delivery of such documents or instruments by an
Authorized Officer, following consultation with and review by Best Best & Krieger LLP, as
bond counsel.
5. Fiscal Agent Agreement. The form of the Fiscal Agent Agreement by and between
the respective Community Facilities District and the Fiscal Agent, with respect to each
Series of the Refunding Bonds, as presented to this City Council and on file with the City
Clerk, is hereby approved. The City Manager or, in the absence thereof, another
Authorized Officer, is hereby authorized and directed to cause such Fiscal Agent
Agreements to be completed and executed on behalf of the Community Facilities Districts
for each Series of Refunding Bonds, subject to the provisions of Section 3 above.
60285.00017A7021730.1 6
P652
6. Official Statement and Continuing Disclosure Certificate. The City Council hereby
approves the form of the Preliminary Official Statement as presented to this City Council
and on file with the City Clerk, together with any changes therein or additions thereto
deemed advisable by the City Manager or, in the absence thereof, another Authorized
Officer. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule")
the City Manager or, in the absence thereof, another Authorized Officer, is authorized to
determine when the Preliminary Official Statement is deemed final. The execution of the
final Official Statement, which shall include such changes and additions thereto deemed
advisable by the City Manager or, in the absence thereof, another Authorized Officer
pursuant to the Rule, shall be conclusive evidence of the approval of the final Official
Statement by the Community Facilities Districts.
7. Sale of Refunding Bonds. This City Council hereby authorizes and approves the
negotiated sale of each Series of the Refunding Bonds to the Authority. The form of the
Refunding Bonds Purchase Contract is hereby approved and the City Manager or, in the
absence thereof, another Authorized Officer, is hereby authorized and directed to execute
the Refunding Bonds Purchase Contract on behalf of the City and each of the Community
Facilities Districts upon the execution thereof by the Authority, subject to the provisions of
Section 3 above and this Section 7.
Notwithstanding the foregoing, the authorization to execute the Refunding Bonds Purchase
Contract is subject to the satisfaction of the following conditions precedent: (a) that the total
interest cost to maturity of each Series of Refunding Bonds plus the principal amount of
such Refunding Bonds will not exceed the total interest cost to maturity of the Series of the
Prior Community Facilities District Bonds being defeased and redeemed from the proceeds
of such Series of Refunding Bonds plus the principal amount of such Series of Prior
Community Facilities District Bonds, and (b) that the maximum true interest cost on each
Series of the Refunding Bonds does not exceed the maximum true interest cost specified
in Section 2(f). The City Manager shall withdraw from the offer to sell to the Authority any
Series of Refunding Bonds which does not satisfy the conditions precedent set forth in the
preceding sentence and may withdraw any Series of Refunding Bonds from such offer if
the City Manager has determined, in his professional judgment, that under the
circumstances existing at the time of such decision (a) the level of savings to be realized
from the issuance of such Series of Refunding Bonds will not be in the best interests of the
taxpayers within the applicable Community Facilities District orthe applicable Improvement
Area of CFD No. 2001-01 or (b) the credit quality of such Series of Refunding Bonds will
adversely affect the level of savings to be realized from the issuance of each other Series
of Refunding Bonds to the degree that the issuance of such Series of Refunding Bonds will
not be in the best interests of the taxpayers within the other Community Facilities Districts
or the other Improvement Areas within .such other Community Facilities Districts.
Notwithstanding the withdrawal of the offer to sell any Series of Refunding Bonds, the
applicable Commuhity Facilities District may sell to the Authority each remaining Series of
Refunding Bonds that does satisfy such conditions precedent.
8. Refunding Bonds Prepared and Delivered. Upon the execution of the Refunding
Bonds Purchase Contract, the Refunding Bonds shall be prepared, authenticated, and
60285.0001 T702 U30.1
P653
delivered, all in accordance with the applicable terms of the Act and the Fiscal Agent
Agreements, and any Authorized Officer and other responsible City officials, acting for and
on behalf of the Community Facilities Districts, are hereby authorized and directed to take
such actions as are required under the Refunding Bonds Purchase Contract and the Fiscal
Agent Agreements to complete -all actions required to evidence the delivery of the
Refunding Bonds upon the receipt of the purchase price thereof from the Underwriter.
9. Bond Purchase Agreement. The form of the Bond Purchase Agreement is hereby
approved and the City Manager or, in the absence thereof, another Authorized Officer is
hereby authorized and directed to execute the Bond Purchase Agreement on behalf of the
Community Facilities Districts.
10. Escrow Agreements. The Escrow Agreement identified in the recitals hereinabove
with respect to each Series of the Prior Community Facilities District Bonds to be refunded,
as presented to this City Council and on file with the City Clerk, is hereby approved. The
City Manager or, in the absence thereof, another Authorized Officer, is hereby authorized
and directed to cause the Escrow Agreements to be completed and executed on behalf of
the CFD No. 2000-01, CFD No. 2000-02 or the City, acting for and on behalf of CFD No.
2001-01, as applicable, for each such Series of Prior Community Facilities District Bonds.
11. Actions. All actions heretofore taken by the officers and agents of the City, acting
for and on behalf of the City or the Community Facilities Districts, with respect to the
establishment of the Community Facilities Districts, and the sale and issuance of the
Refunding Bonds are hereby approved, confirmed, and ratified, and the proper officers of
the City, acting for and on behalf of the City or the Community Facilities Districts, as
applicable, are hereby authorized and directed to do any and all things and take any and all
actions and execute any and all certificates, agreements, contracts, and other documents,
which they, or any of them, may deem necessary or advisable in order to consummate the
lawful issuance and delivery of the Refunding Bonds in accordance with the Act, this
Resolution, the Fiscal Agent Agreements, the Refunding Bonds Purchase Contract, the
Escrow Agreements, the Continuing Disclosure Certificate and any certificate, agreement,
contract, and other document described in the documents herein approved.
60286.OOOIT7021730.1
P654
12. Effective Date. This resolution shall take effect from and after its adoption.
PASSED, APPROVED AND ADOPTED this day of December 2011.
AYES:
NOES:
ABSENT:
ABSTAINED:
ATTEST:
Janice C. Reynolds, City Clerk
L. Dennis Michael, Mayor
I, Janice C. Reynolds, City Clerk of the City of Rancho Cucamonga, California, do hereby certify
that the foregoing Resolution was duly passed, approved and adopted by the City Council of the City
of Rancho Cucamonga, at a regular meeting of said City Council held on ,
2011.
Executed this , at Rancho Cucamonga, California.
Janice C. Reynolds, City Clerk
60285.OOOI7\702I730.1 g
STAFF REPORT
PLANNING DEP.~RTMENT
Date: December 7, 2011
To: Mayor and Members of the City Council
John R. Gillison, City Manager
From: James R. Troyer, AICP, Planning Director
By: Jennifer Nakamura, Associate Planner
Subject: DEVELOPMENT CODE UPDATE STATUS REPORT AND REVIEW OF
PROPOSED CHANGES
RANCHO
CUCAMONGA
BACKGROUND:
The Planning Department has completed our review of the administrative draft of the
Development Code, making changes and seeking input from various departments across the
City including Building and Safety, Code Enforcement, Engineering Services, Fire and the
Redevelopment Agency to ensure that all aspects of development are considered in the new
Code. On November 17, 2011, we sent our edits to the consultant, PMC and they are in the
process of drafting the Public Draft Development Code for public review in January.
On October 5, 2011 and November 2, 2011, staff presented two of three planned reports to the
Council to give a preview of the changes that are coming to the Development Code ahead of
the Public Draft. In this final report, staff has highlighted some key changes that are proposed
to the Code as it relates to signs and green building.
SIGNS:
Policy LU-11.1 of the General Plan includes updating the Sign Code as needed to maintain well
designed signs throughout the City. The City has always prided itself on maintaining a high
quality visual environment through effective sign regulations. Changes proposed in the new
Code will balance the need for increased flexibility in the number and .placement of signs for
economic development while maintaining a positive visual aesthetic. Changes to the Code will
also reflect limitations in the regulation of signs consistent with the First Amendment and State
law.
There are two fundamental changes to our existing sign regulations; first, sign regulations have
been separated into two sections -Signs on public property and signs on private property. It is
based on the premise that, as property owner, the City has greater control and authority over
the types of signs that may be placed on public property. Second, the current Code limits signs
to "minimal information only," which is inconsistent with the First Amendment and State law.
Going forward, sign messages will only be evaluated based on whether the message is
considered "commercial" or "non-commercial."
P655
P656
CITY COUNCIL STAFF REPORT
DEVELOPMENT CODE UPDATE STATUS REPORT AND REVIEW OF PROPOSED CHANGES
December 7, 2011
Page 2
Here is an overview of the proposed changes to the regulation of permanent signs:
For monument signs, the number of allowed tenants has been increased from three to
four per face. In addition, the identifying name of the shopping center will no longer
count as one of the "tenants" and will be calculated separately.
Menu/Order boards for drive through establishments have been increased from one to
two.
• Signs in industrial areas can now be illuminated.
For establishments that have subtenants (i.e. grocery stores), one sign will be allowed
for each subtenant.
For office buildings, signs are no longer required to be directly adjacent to the tenant
space, but can be located in more visible locations on the building face.
Electronic message signs are prohibited on private property, except for gas station
pricing signs. Existing signs are grandfathered.
Here is an overview of the proposed changes for temporary signs:
• The requirement that temporary signs be for specific events (i.e. grand opening, change
of ownership, or a sales event) has been removed.
Temporary signs can now be posted for a maximum of 90 days, either consecutive or
intermittent, based on business preference. In the current Code, signs can be displayed
for different lengths of time depending on the type of sign. Breaks between display
periods are no longer required. If a business has a specific need for more that 90 days
of display time in any one calendar year, they can apply for a Conditional Use Permit.
Businesses will now have three choices for the type of temporary sign they want to
display: wall banner, ground mounted banner or flag sign.
GREEN BUILDING:
The City of Rancho Cucamonga has made significant commitments to sustainability and wants
to encourage sustainable development within the City. .The adoption of the California Green
Building Code (CalGreen) was a first step to ensure that the built environment is water and
energy efficient. We have developed a green building chapter in the new Code that is built from
the foundation of CalGreen. All buildings will be required to meet the mandatory elements of
CalGreen, but for those wanting to increase the sustainability of a development, they can
choose from the optional measures available, which are assigned a point value. Depending on
the number of points they achieve, a project may be eligible for development incentives.
By using CalGreen as the basis for our green building chapter, the City works with previously
established standards that are updated regularly and implemented state-wide, avoiding the risk
of developing an independent program that may become obsolete in a few years as
construction technology changes. As CalGreen changes their requirements over time, we will
be able to modify our program with the same changes, thus avoiding "reinventing the wheel".
P657
CITY COUNCIL STAFF REPORT
DEVELOPMENT CODE UPDATE STATUS REPORT AND REVIEW OF PROPOSED CHANGES
December 7, 2011
Page 3
CONCLUSION:
The changes proposed in the new Development Code are designed to make the Code easy to
use for staff, businesses and the development community. The proposed changes to signs will
make it easier for businesses to advertise in Rancho Cucamonga, while maintaining our
commitment to a pleasant visual environment. By using the synergy already created in the
CalGreen Code, our Green Building Code provides flexibility for developers and gives us a
competitive advantage in the Inland Empire for future economic growth.
Respectfully Submitted
Ja s R. Troyer, AICP
Pla Wing Director
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