HomeMy WebLinkAbout1988/11/16 - Agenda Packet - Pub. Impr. Cor� �CL Nry,
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RANCW CLr -AAKr GA
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RANCHO CUCAMOITGA PUBLIC IMPROVEMENT CORPORATION
Lions PgrR Coomunicy Censer
916L Base Line Road
Rancho CucaeenSA, California
Hovnber 16, 1988
(To cvnveue following itm CO of City Council Agenda)
RESCLUTION N0. 88 -001
A W .'.UTION OF THE BOARD OF DIRECTORS OF THE PUBLIC
IMPROVEMENT CORPORATION OF THE CITY OF UANCHO CUCAMONGA,
CALIFORNIA, ADOPTINC BYLANS
RESOLUTION N0. 88-CO2
A RESOLUTION OF THE BOARD OF DIRECTORS OF TEE RANCHO
CUCAMONGA PUBLIC IMPROVEMENT CORPORATION OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, ELECTING OFFICERS FOR
SAID CORPORATION
RESOLUTION U0. 88 -003
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE RANCHO
CUCAMONGA PUBLIC IMPROVEMENT CORPORATION OF THE CITY OF
RANCHO CUCAMONCA, CALIFORNIA, APPOINTING TINE AND PLACE OF
REGULAR MEETINGS
RESOLUTION E0. 08 -0U4
A RESOLUION OF THE BOARD OF DIRECTORS OF TN$ RANCHO
CUCAMONGA PUBLIC IMPROVEMENT CORPORATION Of THE CITY OP
RANCHO CUCAMONGA, CALIFORNIA, AkPROVING AND AUTHORIZING
EXECUTION AND PILING OF EXEMPTION APPLICATION TO STATE
FRANCHISE 71X BOARD
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Rancho Cucamonga Public -2-
Ioprcremeat Corporation Agands
RESOLUTION NO. 88 -003
Navacbar 16, 19B6 1 `
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A RESOLUTION 07 SHE BOARD 07 DLRECTORS OF TUC RAN.:UO {�
CUCAMONGA PUBLIC IMPROVEMENT OORPORAX,03 OP TIM CITY OP
RANCHO CUCANOMCA, CALIFORNIA, APPROVIHO AND AUTHORIZING
EXECUTION AND PILING OF VARIOUO FEDERAL FORM !
RS80LVIION N0. 88 -006 15
A RESOLUTION OF THE BOARD OF DIRECTOR? Oe' :RE RA'ICRO
CUCAMONGA PUBLIC IMPROVEMENT CORPORATION LIF THE CITY Ob
RANCHO CUCANON;A, CALIFORNIA, APPROVING, AUTHORIZ)NG AND ,
DIRECTLNG EXECUTION Of CERTAIN LEASE PINANCLNO DOCUMENTS AND
AUTHORIZING AND DIRECTING CERTAIN ACTIONS NITP PSOPEcT
THERETO
2. O.thar Business
3. Communication From the Public - Tnis is the time and p:aca for the ganoysl
public to addre.o the Rancho Cucamonga Public Imp;ovemenc Corporation.
State law prabtbitn the Corporation from addieseing any ismuo"not
previously i=ludad on the Agenda. Tha Corporation may receive testimony
and sac the matter for a "aequent mael•img. Commento are to be Limited to
five uinutae per individual.
4. Ad oat. ant - Is Beverly A. Authe)et, City Clerk o_ thu City of Rancho
Ceeamouga, hereby cartify that a true, accurate copy of tho foregoing
agenda wail poatOd on November 16, 1988, seven.y -tvo (72) hou^# prior to the
meettog per A.D. 2571 a: 9320 -Z Bisa Lire Roa.l.
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-- CITY OF RANCHO CUCAMONGA
STAFF REPORT
DATE: November 16, 1988
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TO: City Council and City Manager
FROM: Elizabeth Stoddard, Finance Manager
SUBJECT: (I. FORMATION OF THE RANCHO TIL'1T CUCANON6A COMNUNIT_
F
T�Z7- AATAQtIZAT1ON TO (P�RygCEEO MITM THE NORTHFAST
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RECOMMENDATION Approve Resolution authorizing the formation of
Tffie-'Mcno Gucifflonga Public Improvement Corporation and authorize
the execution of documents approving the lease financing at
Northeast Comnunity Park.
94'KOROUND The formation of the Rancho Cucamonga Public
m�;- event Corporation will create a non - profit public benefit
corporation that allows the financing of various public
improvements through the sale of Certificates of Participation
(bonds). The Corporation will apply for State and Federal
taxation exemption and it is expected such an exemption will be
granted.
The Resolution 08 -6 for the Rancho Cucamonga Public Improvement
Corporation currently being recommended for adoption would
authorize the sale of Certificates of Participation and proceeds
would re -pay the acquisition cost to the City. This concept was
previously approved in Resolution 88 -638 on October 19, 1988. In
essence, the Corporation owns the site but leases the site to the
City and the Lease payments are made by the City to the
Corporation in consideration of the City's use and enjoyment of
the Site.
Respectfully submmi�iirtt��ed��,���� �
El nett. Stoddard
Finance Manager
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RESOLUTION NO.
88 -OC1
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OF THE
RBANCHO CUCAMONGA,
OewtN CORPORATION .2I THE
INPBPB
CITY LOP
CALIPOR.4IA, ADOPTING BYLAWS
The Hoard of Directors of the
Rancho CucannuRa Public Ieprovawut
the Rancho Cucamonga Public
is
Corporation does haraby resolve that the b,lays of
in fora bereto attached and incorporated herein by
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Improvenont Corporations the
hereby adopted and approved
and sh411 stand as the Bylaws of this
reference, are
Corporation until valid aaendneut thereof.,
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0 BYLAWS
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RANCHO CUCAMONGA PUBLIC IMPROVEMENT CORPORATION
ARTICLE I
Offices and Seal
Section t Offices. Th0 p1111-CIp01 office of the Corporation for the transaction of
business shall be 9320 Basnllne Road, Suite C. Rancho Cucamonga, California 91730,
The Board of Directors may, however, fix and change from time to time the principal
office from one location to another by noting the change of address In the minutes of the
meeting of the Board %roctors at which the address was fixed or changed. The LAng
or clanging of such aot -ass shall not be deemed an amendment to these Bylaws.
Section 2. Seal. The Corporation shall have a seal, consisting of two (2)-p
concentric circles with the words 'Rancho Cucamonga Public Improvement
Corporation,' with the date of Incorporation of the Corporation.
ARTICLE II
Directors
Section 7 Powers. Subject to the limitations of the Mrticlas of Incorporation of
the Corporation, the terms of these Bylaws, and the laws of the State of California. the
Powers of the Corporation stroll be vested in and exercised by and its property controlled
and Its affairs conducted by the Board of Directors.
Section 2. Number The Corporation shall have five (5) Directors. Directors are
collectively to be known as the Board of Directors. The number of Directors may be
changed by a Bylaw or amendment thereof duly adopted by the Board of Directors.
Section 3. Selection, Tenure of Office and Vacancies. The Individuals who act
as the `embers of the City Council (the 'City Counclll of the City of Rancho
Cucamwiga, California (the 'City') shall constitute the Board of Directors of the
Corporation, and each member of the City Council shall be and remain a member of the
Board of Difectory 3f 010 Corporation for so long as such member remains o member of
the City Council
Section 4. Compensation. Directors shall serve without compensation but each
Director may be reimbursed his or her necessary and actual expenses, Including travel
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InC'dent to his or her services as Director, pursuant to resolution of the Board of
Directors. Any Director may elect, however, to decline said reimbursement.
Section S. Organization Meetings. Immediately following the annual meeting of
tr Board of Directors or any Special meeting of the Board of Directors at which
Directors shall have been elected. the Directors shall meet for the purpose of organizing
the roard, the election of officers and the transaction of such business as may come
before the meeting, pending such organization meeting, all officers of the Corporation
Shall hold over, except any officer required by law or these Bylaws to be a Director and
who does not qualify as a Director A Director elected at such meeting of the Board of
Directors shall (crthwitn become a member of the Board of Directors for purposes of
_uch organization.
In the event such an organizational meeting shall not be held Immediately
following such meeting of the Board of Directors, It shall thereafter be held at the next
regular meeting or at a special meeting and notice thereof shall be given In the manner
provided in Section 7 of this Article for notice of cpecla! meetings.
Section 8. 4•,y,auler and Organizational Meetings. Regular meetings of the
Board of Directors sl)'Lll be held at such tlrhe as the Board may n.c by resolution from
time to time; Provided, however, that at least one regular meeting shall be hold eacC�;4
year and such meetings shall. In all respects, conform to provisions of the Ralph W.
Brown Act, being Sections 54950 through 54961 of the Government Code of the State of
California (the 'Brown Act).
No notice of ant organizational meeting of the Board of Directors, held
Immediately following the annual meeting of the Board of Directors or on or after any
special meeting of the Board of Directors shall have been elected, need be given;
provided, that If ouch an organizational meeting Is not hold Immediately foluwing such
meeting of the Board of Directors, then notice thereof shall be given In a manner
provided In Section 7 of this Article, in the same manner as notice of special meetings.
Section 7. Special Meetings. Special meetings of the Board of Directors shall
be called, noticed and held In accordance with the provisions of Section 54956 of the
Brown Act
Boer? of Directors or sunless a greatter number Issexpre sly majority
quired the
by statute. by the
Articles of Incorporation of the Corporation, or by these Bylaws Every act or decision
done or made by a maJorlty of the Directors present al a meeting duly held at which a
Quorum Is proserr. shall be the act of the Board of Directors.
Section 9. Order of Business. The order of business at the regular meeting of
the Board of Directors end, so far es possible, at all other meetings of the Board of
Directors. shall be essentially as follows, except as otherwise determined by the Directors
at such meeting
(a) Report on the number of Directors present In person In order to deterniine the
existence Of a quorum. •
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(b) Reading of the notice of the meeting and proof of the delivery or mailing
thereof, or the waiver or walvero or notice df the meeting then filed, as the
case may be.
(c) Reading of unapproved minutes of previous meetings of the Board of
Directors and the taking of action with respect to approval thereof.
< (d) Presentatlo,r and consideration of reports of officers and committees.
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(e) Unfinished business.
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(0 New business.
(g) Adjournment.
Sectlon 10. Resignation of Directors, Any Director of the Corporation may resign
at any time by giving written notice to the Plesldont or to the Board of Dlractors;
provided, however, lit the event of such resignation, such Director's position shall remain
vacant until a new m,- ter of the City Council 13 elected to fill such Directore position.
Such resignation shan"ako effect at the time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shell not be necessary to make It
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Section 11 flonllabllity for Debts. The private property of the Directors shall be
bxempt frnm execution or other liability for any debts, liabilities or obligations of the
Corporation and no Director shall be liable or responsible for any debts, liabilities or
obligations of the Corporation.
Section 12, Indemnity by CorporaOn for Litigation Expenses of Officer,
Director or Employee. Should any Director, officer or employee of the Corporation be
Sued, either alone or with etnere, because he is or was a director, officer or employee of
the Corporation, In any proceeding arising out of his or her alleged misfeasance or
nonfeasance In the performance of his or her duties or out of any alleged wrongful act
against the Corporation or by the Corporation, inoemnity for his or her reasonable
expenses, Including attorneys' fees Incurred In the defense of the proceedings, may be
assessed against the Corporation, Its receiver, or Its director by the court In the same or
a separate proceeding If the person sued acted In good faith and In a manner such
person reasonably believed to be In the best Interests of the Corporation and, In the case
of a criminal proceeding, had no reasonable cause to believe the conduct of such person
was unlawful. The amount of such Indomnity shall be so much of the expenses, including
attorneys' fees. Incurred In the defense of the proceeding, as the court determines and
finds to be rensonablo
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ARTICLE 111
Orncera S
:lion 1. Offfaem. The officers of the Corporation shall be a President, a Vice
Pret.went, a Secretary and such other officers as the Board of Clrsctors may appoint.
The Mayor of the City shall Oct ex oMolo as the President )f the Corporation, the Mayor
pro tern of the City shall act ex 0MCfO as the Vieo President of the Corporation, end the
City Clerk of the City shall Oct ex officio as the Socrotery of the Corporation. The
Corporation may also have, at the discretion of the Board of Dlrectois, one or more
additional Vlce Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers. In sddition to such officers, the Finance Director of the City, or his or her
designee. Shall act ex Officio as the Treasurer of the Corporation: and the City Attorney of
the City shall act ex olrclo as legal counsel to the Corporation.
Section 2. Election of Officers. The officers of the Corporation (other than the
Treasurer and legal counsel to the Corporation) shall be chosen by and shall servo at the
pleasure of the Board of Directors and each shall hold office until any such officer shall
resign or shall be rem -.ed or otherwise disqualified to serve or any successor shall be
elected and qualified t. nerve.
Section 3. Subordinate Officers. The Board of Directors may elect or authodz6}
the appointment or such other officers than thosa bareinebove mentioned as the
business of the Corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in these Bylaws, or as the
Board of Directors from time to limn may authorize or determine.
Section 4. Removal of Officers. Any officer may be removed, either with or
without cause, by a majority of the Directors then In olfico at any regular or special
meeting of the Board, or, except In the case of an oll'cer chosen by the Board of
Directors, by any officers upon whom such power of removal may be conferred by the
Board of Directors. Should a vacancy occur In any aillce as a result of death,
resignation, removal, disqualification or any other cause, the Board of Directors may
delegate the powers and duties of such office to any officers or to any Directors until
such time as a successor for said olrica has been elected and appointed.
Section 5. President. The President shall preside at all meetings of th3 Board of
Directors and exercise and perform such other powers and duties as may be from time
to time assigned to him by the Board of Directors of be prescribed by the Bylaws.
The President shall also be the chief corporate officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision, direction and
control of the business and officers of the Corporation. He shell preside at all meetings
of the Board of Directors. He shall be ex officlo member of all standing committees, and
shall have the general powers and duties Of management usually vested In the office of
President of a corporation and shall have such other powers and duties as may be
Prescribed by the Board of Directors or by these Bylaws.
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Section 6. Vice President. In the absence or disability of the President, the Vice
President, or the Vice Presidents In order of their ranks as Need by the Board of
Directors, or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President and when so acting shall have all the powers of
art .e subject to all of the restrictions upon the President. The Vice Presidents shall
havu such other powers and perform such other duties as may from time to time be
prescribed for them, respectively, by the Board of Directors or by those Bylaws.
Section 7 Secretary. The Secretary shall keep or cause to be kept a book of
minutes at the r :ncipal office or at such other place as the Board of Directors may
order of all meetings of the Directors. with the time and place of holding, whether
regular or special, and It special, how authorized, the notice thereof riven. the names of
those present at Directors' meetings and the proceedings thereof. The Secretary shall
give or cause to be given notice or all meetings of the Boers of Directors of the
Corporation, shall keep the corporate records In safe custody an.1 shall have such other
powers and perform such other duties as may be Prescribed by the Board of Directors or
these Bylaws
Section 8. Tre-.vrer The Treasurer shall keep and maintain or cause to be kept
and maintained cs, ,.rate and correct amounts of Its assets, liabilities, receipts.
disbursements, gains and losses. The books of account shall at all times be open to
Inspection by any Director The Treasurer shall deposit all monles and other valuables
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the name and to the credit of the Corporation In such depositories as may be designated
by the Directors. He shall disburse the funds of the Corporation as shall be ordered by
the Board of Directors, shall render to the President and the Directors whenever they
shall request IL an account of all of his or her transactions as Treasurer end of the
financial condition of the Corporation, shall take proper vouchers for all disbursements of
the funds of the Corporation, ar d shell have such abler powers and perform such other
duties as may be prescribed by the P,oard of Directors or by these Bylaws.
Section 8. Assistant Secretaries and Aselstant Tiessurefre. The Assistant
Secretaries and the Assistant Treasurers In the order of their seniority as specified by the
Directors shall, In the absence or disability of the Secretary or the Treasurer respectively,
perform the duties and exercise lho powers oil the Secretary or Treasurer and shall
prrform such duties as the Board of Directors shall prescribe.
ARTICLE IV
Objects and Purposes
Section 1 Nature of Objects and Purposes. The business of tho Corporation Is to
be operated and conducted In the promotion of Its objects and purposes as set forth In
Article 11 of its Articles of Incorporation.
Section 2. Dlesolution. The Corporation may be dissolved by vote of the
Directors. or by the action of the Board of Directors In accordance with the provisions of
California law Upon the dissolution of the Corporation, and after payment or provision
for payment, all debts and liabilities, the assets of the Corporation shall be distributed to
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the City if for any reason the City Is unable or unwilling to acc3pt Me assets of the
Corporation, told assets will be distributed to the Federal Government: to a state or local i
govemmevu for public purposes: or to a nonprofit fund, foundation, or corporation which
Is • Wiz,3d and operated for charitable purpose, and which has es.abllahed Its tax -
axe at status under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1988,
as amended.
Section 3. Merger The Corporation may merge with other COrporations organized
sulely for nonprofit purposes, qualified and exempt from Federal taxation pursuant to
Section 501(0)(3) or 501(0)(4) of the Internal Revenue Coda of 1988, as amended, and
Irom State tiMatlon, upon compliance with the provisions of C0100 No low relating to
merger and consolidation.
ARTICLE V
General Provl3lon3
Section 1. Payn —.d of Money, Signatures. All checks, drafts or other orders for
Payment of money, notes or other evidences of Indebtedness issued In the name of o4
Payable to the Corporation and any and all securities owned by or held by that
Corporation requiring ulgnature for transfer shall be signed or endorsed by such person
or persons and In such manner as from time to time shall be determined by the Board of
Directors.
Section 2 Execution of Contracts. The Board of Directors, axcept as In the
Bylaws othoiwise provided, may outhgrize any officer or officers, agent or agents, to
enter Into any contract or execute any contract or execute any Instrument In the name of
and on Valralf of the Corporation and Such authority may be general or confined to
space is Instances and unless so authorized by the Board of Directors, no ofllcsr, agent
or empioyea shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge Its credit or to lender It liable for any purpose or In any
amount.
Section r of 1st ay Of July of each year end hall end on the 30th cay of June of the next succeeding
year
Section 4. Annual Audit. The affairs and Ilsanclal condition of the Corporation
shall be audited annually at the end of each fiscal y�rar (as provided In Section 3 above)
commencing with fiscal year 1988 -1989 by an Independent certified public accountant
selected by the Board of Directors and a written report of such audit and appropriate
financial statements shall be submitted to the Board of Directors prior to the next regular
meeting of the Board of Directors of the Corporation following the completion of such
audit Additional audits may be authorized as considered necessary or desirable by the
Board of Directors.
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A -TICLE V1
Exempt Act)vlties
notwithstanding any other provisions of these Bylaws, no Director, officer. employee
A'. or representative of the Corporation shall take nnv Rction ur carry on any actWy by or
on behalf of the Corporation not permitted to be taken or carried on by an prganization
# exempt under Sectlon 501(c)(3) or 601(c)(4) of the Internal Revenue Code of 1088, as
• •• amended, and the Regulations promulgated thereunder as they now exist or as they may
hereafter be amended. -
ARTICLE VII
Amendment to Bylaws
These Bylaws may be amended by majority vote of the Board of Directors.
ADOPTED by the Board of Directors of the Rancho Cucamonga Public Improveme ^t
,j Corporation on November le, 1088.
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Secretary
MO.,
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SECRETARY'S CERTIFICATE
I, the undersigned, do hereby certify;
That I am the duly elected and acting Secretary o; the Rancho Cucamonga public
Improvement Corporation, a Callfomla nonprofit public benefit corporation; and
±. 2. That the foregoing Bylaws constitute a full, true any corract copy of the Bylaws of
said Corporation In full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name this _day of
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By
Secretary
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RESOLUTION No. 88 -002
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A RESOLUTION OF SNP. BOARD or DIRECTORS OF THIS ANCHO
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CUCAMONGA PUBLIC IHPIWVENENT CC tpORATiON OF THE CITY Or
RANCHO CUC,%UMGA, CAIIFORNLA, ZLRCTIHC OFFICERS FOR SAID
y, CORPORATION
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The Directors of the Rancho Cucamoaga Public Iuprov'iunt Corporation,
that the Iollwing persons are elected to the offices set forth opposite their
nem+u below, es officers of the Corporation, to eerva until the election and
qualification of their successors, as provided in Article III, Section 2 of the '
Bylaw of the Corpo, :ton. '
Name Office
Dennis L. Sca1t i dent
Pamel• J, Wright President PreaPresident Vice Elisabeth Stcddard Treanurer
Beverly A. .k,thaleC Secretary
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RESOLUTION N0. 88 -003
A RESOLVIION OF THE 00ARD OF DIREuT0R8 OF THE RANCHO i+
CUCAHONCA PUBLIC IHPRM)MNr CORPORATION OF THE CITY Of i
RANCHO CUCAHONCA, CALIFORNIA, APPOINTING TIlE AND PLAC3 OF
RBCULAR MEETINGS
The Board of Directors of the Rancho Cucawnga Public Improvovect i-
Corporation does hereby resolve that the second Wednesday in Novsabar o! each
Cucamonga, at the hour of 7100 o'clock p.m., in the City,000neil Chamban o! of City 's
Of Rancho Cumonge, Lioa s Part Community Gmtnr, 9161 Base Line Road, Rancho
Cucaoomta, California, or such other location as shall be established as the
City Council Chambers of the City of gaucho Cucamonga, to hereby appointed as
the time and Flare for the regular matting of this Board purruant to Artiar. II,
Section 6 of the eyiays of this Corporation,
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RESOLUIlOU N0. 58 -004
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A RSSOLPIION OF THE BOARD OF DIRECTORS 09 THE RANCHO ' ?
W;CRO CUCAMONGA,V CALIFORNIA, APPROVING AND, AUTHORIZING
EXECUTION AND PILING OF EXEMPTION APPLICATION TO STATE _
FkANCRISE TAT BOARD '
The Board of Directors of the Raccho Cucamougs Public Imptovemant
„G Corporation does heraby resolve that certain Exeaytion Application 'to thaBtate
°p Franchise Tax Board (Form FT335)O), is heraby approved and Jones Hall Mill d
St White, A Professional Law Corporation, is hereby authorized to complete said
1 yt4 Application and the Secretary is hereby authorised to execute said completed
Application and directed to -Anse the filing of said Application with the State
of California Franchise Tax Board.
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A Be IT FURTdER RESOLVED, that the Secretary of the Corporation be and
�5 is hereby desigaat� the "persun to contact" of this Corporation for purposes of
'- the fiI iug of From °''' PT33500.
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Jt RESOLUTION No. 88 -005 £
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., A RE90LOTION Of THE BOARD OF DIRECTORS OF IHB RANCHO
CUCAMONGA PUBLIC IMOVEMeNT CORpORATION OP THE CITY OF
RANCHO CUCAHONGAm CALIFORNIA. APPROVING AND AUTH0RIZING x`
EXECUTION AND PILING or VARIOUS FEDERAL FORIO {,
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The Board of Directors of the Rancho Cuwouga public Impxovomeac
Corporation doe* hereby resolve' that Federal pores Nos. 1024 (Application for
SS- 4g(Application effort Elp oyes Ideatifie tlt a(Numbc) -and 8718 (Us Fee S
Exempt Organization Determination Latter Request) are hereby aDDrovea and tha
'ones Hall Hill d Vhitax A professional Lay Corporation, special eounsel to tht e
Corporation, in hereby authorized to' complete said Forms and the Secretary is t
authorized co "acute said Form see is authorized to cause the apprapriate
filing of said Fors.
BE IT F19;'.y.1rSR RESOLVED that the Secretary of the Corporation be sad is
hereby desigaatud .* "person to eomtact" of this Corporation for purposes of
the filing of Federal Form NO. 1024.
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RESOLUTION NO. 88 -006
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A RESOLUTION OF THE BOARD OF DIRECTORS OF THE AANCHO
CUCAHONGA PUBLIC IleROVENENr OCRPCRAIION OF THE CITY OF
RANCHO CUCAMONGA, CALIFORNIA, APPROVINC, AUTHORIZ14G AND
DIRECTING EXECUTION OF CERTAIN LEASE PININCING DOCUMENTS AND
AUMORI LNG AND DIRECTING CERTAIN ACTIONS WITH RESPECT
THERETO
The Rcacho Cucamonga Public Improvement Corporation (the
" atporstion") does harabv resolve as follows:
WHEREAS, the City of Rancho Cucamonga (the "City "), working together
vlth the Corporation, is proposing to prcreed with a lease financing] and
WHEREAS, in connection thereviths the City proposes to finance the
acquisition of certain real property for development as the Northeast Etivanda
Community Park and : is in the public interest and for the public benefit that
the Corporation a_, —orize and direct execution of the Lease Agreement and
certain other financing documents in connection therewith; and
WHEREAS, the documents below specifie! nave been filed with the
Corporation, and the members of t..e Corporation, with the aid of its staff, have
reviewed said documents;
0 NOW, THEREFORE. it is hereby ORDERED and DETERMINED, as follw.as
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SECTION 1. The below- saumersted documents be and are hereby approved,
and the President, the Vic, President or the Treasurer, is hereby suraorised and
directed to execute said documents, with such changes, Lcaertions and omitsfons
as may be approved by such official, and the Secretary of the Corporation is
hereby authorized and directed to attest to ouch official's signatures
(a) A site leases by and between the City, as lessor, end the
Corporation, as lessee;
(b) A lease agreemout between the Corporations as lessor, end the
City, as lessee (the "Lease Agreement');
(c) A trust agreements by and among the Corporations the City and
Bank of America National Trust and Savings Association, Los Angeles,
California, as trustee (the "Trustee'): relating to the financing and the
executioo and delivery of certificates of participation evidencing the
undivided, fractional interests of the owners thereof in ieaso payments to
be made oy the City under the Lease Agreement; and
(d) An assignment agreements by and between the Corporation Sal the
Trustee, pursuant to which C.e Corporation will assign certain of its
rights under the Lease Agreements including its rigbt th receive lease
payment thereundr -, to the Trustee.
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Eeaolutiori 'so. 88-006
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SEMON 2. The President, Vice President, Treasurer, Socretay and-
of of<OMN of the Corporation are hereby authorized and directed to execute
on W : agreenunta, docusente and certificates as nay be necessary .o effect
the h sea of this tacolution and the lease financier berain authorized.
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AFTER RECORDATION RETURN TO:
JONES HALL HILL 8 WHITE,
F• " 10FESSIONAL LAW CORPORATION
F Embarcadaro Center, Suite 1050
San Francisco, California 04111
Attention: Brian D. Ouint, Esq.
ASSIGNMENT AGREEME11T
(NORTHEAST COMMUNITY PART PROJECT)
THIS ASSIGNMENT AGREEMENT, made and entered Into as of December 1,
1998. by and between the RANCHO CUCAMONGA PUBLIC IMPROVEMENT
CORPORATION, a nonprofit, public benefit corporation organized and existing under the
laws of the State 0, 'alifornia (the 'Corporation"), and BANK OF AMERICA NATIONAL
TRUST AND SAVIh 5 ASSOCIATION, a national banking assoclatlon organized and
existing under the laws of the United States of America, as trustee (the 'Trustee "):
WITNESSE7H: Jk
In the joint and mutual exercise of their powers. In consideration of the m,rtugl
6 covenants herein Contained, and for other valuable consideration, the parties hereto
reel :e end agree an follows:
Seetio_7. Recitals.
(a) The Corporation F id the City of Rancho Cucamonga (the 'City") have entered
Into a lease agreement, da,ad as of December 1, 1988 (the 'Lease Agreement "), and
recorded concurrently herewith, whereby the Corporation has agresd to lease to the City,
and the City has agreed to lease from the Corporation, the Site (as said term Is more
particularly defined In the Lease Agreement) In the manner and on the terms aet forth In
the Lease Agreement, which terns include, without limitation. the obligation of the City
to pay Lease Payments (as defined In the Lease Agreement) to the Corporation In
consideration of the City's use and enjoyment of the Site under the Lease Agreement.
(b) Under the Lease Agreement, the Corporation is required to Cause to be
deposited with the Trusted certain sums of money to be credited, held and applied In
accordance with the Lease Agreement and with a trust agreement, dated as Of
December 1 1988 (the 'Trust Agreement"), by and among the Corporation, the City and
the Trustee.
(c) Upon delivery of the Lease Agreement, the Corporation is required to deposit
with the Trustee, In addition to other moneys to be deposited wllh the Trustee, moneys
for the acquisition of the Site. For the purpose of obtaining such moneys, the
Corporation is willing to convey to certain persons (the 'Owners') fractional Interests in
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the Lease Payments• such tractional Interests to be evidenced by certificates of
participation therein (the 'Certificates')• In order to make such fractional Interests
markelai,te on terms acceptable to the Corporation, the Corporaeeor th flbe of it of ethe
and trans, its d9^ts uwdhrthe delivery of tnse ^Assignme t A9 a meet. b amount fief
Owners .tcurrently Certificates In an aggregate
Principal
executing and delivering to Stone & Youngberg for resaleeto t e Owners,
dollars (S_) Agreement end to to be
The Proce d sits rtqulBeU under the Lease Agreement eement end the Trust A9
make the �IeP herewith the cost of acqusition of the Site.
permit the Curporetlon to pay ! nment Agreement and
(d) Eorh of the Parties has a tnodze Its o enter Into execute
has taken all actions necessary
Section 2. Assidnment. The Corporation hereby transfers, assigns eitd sets over
reem
to the Trustee. for the of the Owners of Certlficata executed and da Agre under
the Trust Ag rights under Sections 5.8, 7.3 and 9.4 of the Lease
reement, all of the Corporations d9hta unJet the Lease 9
(excepting only the Corporatlods dg the dgld to ect Oil and Collect
Agreement). Includirg wnpodt Ilmitptlon (% the ught to receive and co��rec all of the Leas
Payments from the City c•;,.tnr the Lease Agreement. OD
proceeds of any , .II the right to exercise such rights end essary remedies r
any P Insurance maintained thereunder and of any condemnation ewer
Corporation pursuant to the Lease Agreement
as may he necessary or
rendered with respect or the Site, ar d �) moms and any other amounts
conferred on trio Core a moot of the Lease PaY
convenient (A) to deposited in the Leese Peymont Fund or the Insurance and r',ondemnzdof
regairetl to be deP Trust Agreement, or (8) otherwlsa to Prote tr,the inteM rigshtts
Fund established under the
the Owners in the event of a default by the City uno heTN3tee In accordance with the
assigned by the Corporation shall be administered by
provisions of the Trust Agreement and for tho equal and tractional benefit of the Owners
of the Certificates. is lhd assignments made
Sectlen 3. Acce� The ual Trustee
and fractionaly. the payments rights due pthe Le to
herein forme Purpose of securing, equally ursuant to
the Lcat a Agreement and the Trust Agreement f the Certificates delivered P he ea
ggrevmont and Trust Agreemen: of the Ow
the Trust Agreement, all subleot to the previsions of the Trust Agreement
Assignment Agreement shell fay daIn e the rights nor
Section 4. Conditions: beyond those expressly P
impose duties upon the Trustee assumes no responsibility for the
Agreement and the Trust Agreement.
The
accu, Boy Of ne recites he
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IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement by
their Officers thereunto duty authorCed as Of th3 day and year first wrltten above.
RANCHO CUCAMONGA PUBLIC
IMPROVEr,irYT CORPORATION
By_ IS E A Q President
Attest:
Secretary
na
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION. as Trustee
By
Authodzetl OIIICer
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STATE OF CALIFORNIA
COUNTY OF SAID BERNARDINO
On day of December. In the year 1988, before me, the undersigned, a
Notary Fublic 1nand for said State, personally appeared Dennis L Stout and Beverly A.
Authelet, Personally known to me (Or Proved to me on the basis of satisfactory evidence)
to be the Persons who executed this Instrument as the President and Secretary,
respectively, of the Rancho, Cucamonga Public Improvement Corporation, and
acknowledged to me that the Rancho Cucamonga Public Improvement Corporation
executed It.
WITNESS my 'land and official seat.
Notary Public In and for said �State
Commission Expires:
IS E A L) Typed Name:
it
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STATE OF CALIFORNIA
• COUNTY OF LOS ANGELES
On this day Of December, In the year t
Notary Public In and for said State Personally y �• before ma, the undersigned, a
Personally known to me (or proved to me on the basis o fed
person who arecuted the within Instrument as an authorized als of satisfactory evidence) to be the
•• National Trust and Savings gs�eiatlon, the national Officer of Bank of America
and acknowledged to me g association therein named.
executed the within Instrument Bank of America National 7rlst and Savings
directors, ment pursuant to Us bylaws or a resolution of Its board �o
WITNES3 my hand and official seal, ,
(SEAL)
Notary Public In and for said
Typed Name: State
Commission Expires;
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MT•dlY.•eV ,(,(y
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.. AFTER RECORDATION PLEASE RETURN TO:
JOABS Hall HIII 8 White,
A Professional Lew CorPoratlon
F Embarcadero Canter, Suite 1950
S,. Francisco, CA 94117
AhP.mv,.• Brian D. Quint, Esq.
SITE LEASE
Dated as of December 1, 1988
by and between the
CITY OF RANCHO CUCAMONGA
and tho
RANCHO CUCAMONGA PUBLIC IMPROVEMENT CORPORATION
(NORTHEAST COMMUNITY PARK PROJECT)
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SITE LEASE
THIS SITE LEASE, dated as of December 1, 1988, Is by and between the CITY OF
rCHO CUCAiKONGA, a municipal corporation and general law city organized and
t,ng under and by virtue of the laws of the State of California (the'Clty� as lasser,
and the RANCHO CUCAMONGA PUBLIC IMPROVEMENT COPPORATION, a nonprofit
public benefit corporation organized and existing under and by virtue of the laws of the
State of California (Me 'Corporation'), as lessee;
W ITN ESS ETH:
WHEREAS. the Corporation Intends to assist the City by financing the acquisition
Of certain real property for development as the Northeast Community Park and to lease
such rear property to the City pursuant to a Lease Agreement, dated as of December 1,
1888 (the 'Lease Agreement`), and the Cr'y proposes to enter Into this Site Lease with
the Corporation as a material' consideration for the Corporation's agreement to lease
such real property I, Is City:
NOW THEREFORE. IT IS HEREBY MUTUALLY AGREED, as follows:
SECTION 1 Site Lease. The City hereby leases to the Corporation and the
Corporation hereby leases from the City, on the terms and conditions hareinatt"r set
;orth, that parcel of real property situated In the City of Rsncho Cucamonga. County of
San Bernardino, State of California. and described In Exhibit A attached hereto and •
made a part hereof (the 'Slte7.
SECTION 2. Term. The term of this Site Lease shall commence on the date of
recordation of this Slte Lease in the Office of the County Recorder of tho County of San
Bernardino, State of California Is
and small end on Deco fiber 1, 1898, unless such term
extended or sooner terminate; as hereinafter provided. If, on December 1, 1998, the
aggregate amount of Lease Payments (as defined In and as payable under the Lease
Agreement) shall not have been paid, or provision shall not have been made for their
payment, then the tfIrm of this Site Leasa Shall be extended until such Lease Payments
shall be fully paid or provision made for such payment. IL prior to December 1, 1998, all
Lease Payments shall be fully paid or provision made for such payment In accordance
with Section 4.2 or 10.1 of the Lease Agreement, the term of this Site Lease shall and
coincident with the termination of the Lease Agreement.
SECTION 3. Rental The City acknowledges receipt from the Corpoction as and
for rental hereunder the cum of one dollar ($100), on or before the date of delivery of this
Site Lease .
SECTION.;. Pur osa. The Corporation shall use the Site solely for the purpose of
leasing the Site to the City pursuant to the Lease Agreement and for such purposes as
may be Incidental thereto; provider. Mswever, trial in the event of default by the City
under the Lease Agreement. the Corporation and Its assigns may exercise the remedies
Plovided In the Lease Agreement. •
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SECTION 5. City's Interest in Site. The City covenants that it Is the owner In fee
of the Site.
SECTION 6. Assignments end Subleases. Unless the City shall be In default
un, , the Lease Agreement, the Corporation may not assign Its rights under this Site
Lease or sublet the Site, except as Provided In the Lease Agreement, without the written
consent of the City.
SECTION 7 Rldht of Entry. The City reserves the right for any Of Its duly
authorized representatives to enter upon the S!te at any reasonable time to Inspect the
same or to make any repairs. Improvements or changes necessary for the preservat..rn
thereof.
8. Site Lease, tto quilt andrsurrentler the The SCernt the i samergood orderh and lermInation of this
condition as the
same were in at the time of commencement of the term hereunder, reasonable woar and
tear excepted, and agrees that any permanent Improvements and btructures existing
upon the Site at the e, --7ne of the termination of this Site Lease snail remain thereon and
title thereto Shall vest-,. the City
SECTION 9. Default. In the event the Corporation shell be In default In th'p
performance of any obligation on Its part to be performed under the terms of this Site
Lease, which default continues for thirty (30) dais following notice and demand for
by law. except that noemCorporation, r st Site City any and all remedies Lease Agreement Shall the
deemed to occur as a result thereof: provided, howarei, that so tong as any Certificates
t (as defined in the Lease Agreement) are outstanding and unpaid In accordance with the
lerrns thereof, the Lease Payments assigned by the Cotromilon to Bank of America
dated as orf December i1, 1988, by and (between sthe Corporation Assignment d the ntrustee, shall
continue to be paid to me trustee.
SECTION 10. Oulet Enlovment. The Corporation at all times dudng the term of
this S-te Lease shall peaceably and quietly have, hold and enjoy all of the Site subject to
the provisions of the Lease Agreement and the Trust Agreerent, dated as of
December 1 1988 by and among the City, the Corporation and the Trustee.
SECTION 11 Waiver of Perss anal Uablaty All liabilities under this Site Lease on
the part of the Corporation M solely liabilities of the Corporation, and the City he,eby
releases each and every, member, director, officer employee and agent of the
Corporation of and from any personal or Individual liability under this Site Lease No
member director officer. employee or agent of the Corporation shall at any time or
under any circumstances be ndivldually or personally liable under this Site Lease for
anything done or omitted to bn done by the Corporation hereunder
SECTION 12 Taxes, The City covenants and agrees to pay any and alt
assessments of any kind or character and also all taxes. Including possessory Interest
taxes. levied or assessed upon the Site ( Including both land and Improvements).
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SECTION 13. ,Eminent Domain. In the event the whole or any part of the Site or _
the Improvements thereon Is.taken by eminent domain proceedings, the Interest of the
Corporation shall be recognized and Is hereby determined to be the amount of tho dram W
unpaid Certificates of Participation. Including the unpaid principal and Interest with
ro*:'ect to any then -eutstandlnp such Certificates of Participation and, subject to the
P6 slons of the Lease Agrenmeit. the balance of the award. If any, shall be paid 10 the
City.
SECTION 14. Partial Invalldlty. If any one or mere of the terms, provisions,
covenants or conditions o1 this Site Lease shall to any extent be declared Invalid,
unenforceable, Vold or voldabld for any reason whatsoever by a court of competent
Jurisdiction, the finding or order or decree of which becomes rival, none of the remaining
terms, provisions. covenants and conditions of this Site Lease shall be affected thereby,
and each'provision of this Site Lease shall be valid and enforceable to the fullest extent
Permitted by law.
SECTION 15. Notices. All notices, statements, demands, consents, approvals.
authorizations, offers, designations, requests or outer communications hereunder by
either party to the n{ shall be In writing and shall be sufficiently given and served upon
the other party If de,T led personally or If -nailed by United States registered mall, return
receipt requested, postage prepaid, and, If to the'Clty, addressed to the City In care of
the City Clerk, City of Rancho Cucamonga, 9320 Baseline Road, Rancho Cucamonga,
California 91730, or If to the Corporation, addressed to the Corporation In care of the
Secretary, Rancho Cucamonga Public Improvement Corporation, 9320 Baseline Road,
Rancho Cucamonga, California 91730, or to such other addresses as the •aspective
Parties may from time to time designate by notice In writing.
SECTION 16. Section Headings. All eectlon headings contained herein are for
convenience of reference omy and are not intended to dofine or limit the scope of any
proersion of tnis Site Lease.
SECTION 17 Execution. This Jile Lease may be executed in any number of
counterparts, each of which shall be deemed to be an original but all together shall
constitute but one and the same lease.
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IN W17NESS WHEREOF, the City and the Corporation have caused this Site Lease
to be executed by their respectlye officers thereunto duly authodzed.,all as of the day
and year first above written.
(S EALJ
Attest:
ISEAQ
Attest
City r i
Secretary
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CITY OF RANCHO CUCAMONGA,
as Lessor
By
Mayor
RANCHO CUCAMONGA PUBLIC
IMPROVEMENT CORPORATION, as Lessee)t
By —
President
�� b
STATE OF CALIFORNIA )
r _'NTY OF SAN BERNARDINO ) ss
On this day of Deceniber, 1838, before me, the undersigned, a Notary Public
In and for sofa State per only appeared Oennis i_ Stout and Beverly A. Authelet,
Pefro,tely known to me (o• proted to me by satlsfect;ry evidence) to be the Pelsons
who executed this Instrument as the Mayor and the City Clerk, respectively, of the Clly of
Ranchn Cucamonga and erkrowiedgcd to me that the City executed 1:.
WITNESS my hand and official zeal.
NOtery Public In and for said State
IS E A Q My commission expires;
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is,
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1 STATE OF CAUFORNIA ) ss
COUNTY OF SAN BERNARDINO )
�•, this �_ day of December. cAall 1app before me, the undersigned. a Notary
known to me (or proved to me on this basis of satisfactory evidence)
e appeared Dennis L Stout and Beverly A.
Public in and for said State.
Autheiet. personalty
to be the President and Secretary. cr corporation that the within instrument on behalf
Of the
hn be the p Corporation, the, corporetlon toot exscuted the within Instrument and
known l0
me to be the p ed to ma that such Corporation e>.ecuced the
Corporation herein named. and acknowl 9
within instrument pursuant to a resolution 01 Its Board of Directors.
WITNESS my hand end o1P.ciat seal.
Avft
Notary Pub said state
My commission expires:
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EXHIBIT A
SITE DESCP.!?TION
Those parcbls of fend In the City cf Rancho Cucamonga, County of San
Bernardino, State of Ca8fornia, described as follows:
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r• ` LEASE AORFEMENT
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d Called as of December 1, 1948
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by and between the
RANCHO CUCAMONOA PUBLIC IMPROVEMENT CORPORATION, as Lessor
end the
CITY OF RANCHO CUCA.MONGA, as Lessae
(NORTHEAST COMMUNITY PARK PROJECT)
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IN•r� .',eiw Y'JO W '0.0 u
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AFTER RECORDATION RETURN TO:
3
JONES HALL HILL d WHITE,
0
A PROFESSIONAL LAW CORPORATION
Fov =:nbaraadero Center. Suite 1950
SO "anclsco. California 94111
Attention: Bilan 0. Oulnt, Esq.
.2
F
r• ` LEASE AORFEMENT
1
t
d Called as of December 1, 1948
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by and between the
RANCHO CUCAMONOA PUBLIC IMPROVEMENT CORPORATION, as Lessor
end the
CITY OF RANCHO CUCA.MONGA, as Lessae
(NORTHEAST COMMUNITY PARK PROJECT)
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TABLE OF CONTENTS
Page
t ARTICl/c I
n:-FINMONS AND EXHIBITS
1
Section 1 1 Definitions »... ...... »....._.... ...... ... ».._, „,
Section 1.2. Ex'Ilbits.........._..._. .. .....__._........... ._...__ ........................ 2
.............. _........ _ _......... ...................... ».... »... ....... ............ 2
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2 1 Representations, Covenants and Warranties of the City.......... ».
Section 2 2. Represer •ons. Covenants and Warranties of Corporation .................
. ... ....... 3
ARTICLE III y
DEPOSIT OF MONEYS; J�
ACOUISMON OF THE SITE
• Section 3.1 Deposit of Moneys..._ ....... ........._..................._. .......... 5
Section 3.2. Acquisition of Site .......... .. ..............._.............._ ...... ............. »...............__ 5
Section 3.3. Payment of Acquisition Costs...................
Section 3.4. Payment 0! 0811VOrY COSU ................ _.................................................
................... ......... ....•... ................ 5
Section 3.5. Unexpended Moneys ................... _........ 5
' ..........................._..... .......................... ».._. 5
ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS
LEASE AGREEMENT; LEASE PAYMENTS
SeC110.:41
Lease ..............
Section 4 2
.. ............. ... ........ ...... ...................
Term of Agreement...
"..' "' " " " " " "" B
Section 4 3
.........__.... ..._ .......................
Possession
.......... ......... G
Section 4 4.
....... ........... .._,
Lease Payments.... ... .................... ..
_ ........ ......................... a
Ssctlon 4 5
Guist Enjoyment . ...............................
.' " " "" .. ...........
Section a 6
Title
...... .....
Section 4 7
...... . .. ... ....................
Atltlluonal Payments
......._ ....._.
l0
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Pa_lt e
ARTICLE V 0
MAINTENANCE; TAXES; INSURANCE:
USF LIMITATIONS; AND OTHER MATTERS
;i
Section 5.1 Malnlenance, U0110e1, Tsxes and Assessments......„. .... „....... „ ..................
9
Section 5.2. Modification of Site ..... ....... .......... „....„„_....»....... . .............. „„. ............ _
9
' Section 5.3. Public Liability and Property Damage Insurance „ ..... ...... _. „ .......... .... „......
10
' Section 5.4. Fire and Extended Coverage Insurance_.„_ ........................ ._.... „...............
10
Section 5.5. Pental Interruption Insurance ... ..... .„ .... _ ........................ „...„ „„. ............. „..
11
Section5.8. Title insurance ........ „ „„. ....... .... ....................... ........ .„ „... „ ........ . ......
11
Section 5.7 Insurance Not Proceeds; Foi a cf Policies ........ ...... .......... .... . „...........
11
.' Section 5.8. Advances .................... _ ............. ........................... _ .... ....................
11
Section 5.9. Installation of City's Equipment ................. ... ....................... ... .... _............
11
Section5.10. Liens .............. _. ........ .......... ............ __ ......... ........................... .. ......... ....
12
Section 5.11 Private Business Use Limitation ..... ..... ... ............. ............ ... „ „.„ .............
12
Section 5 12. Private Loan Limitation _ ........... .„........ ................ ........ ..................... ......
12
Section 5.13. Federal Ouarentee Prohibition.............._................... ................. „......I......
12
ARTICLE VI
DAMAGE. DESTRUCTION AND EMINENT DOMAIN;
USE OF NET PROCEEDS
Section 8.1 Eminent Domain ..... .... ................................ .......... „ ...................... „ ...... . 13
Seaton 8 2. Application cf Net Proceeds..........„..„ ......................... ............. ............... 13
Section B3 Abatement of Lease Payments In the Event of Damage or
Destruction...........„ . ................................................... „ .............. ..... 13
ARTICLE VII
DISCLAIMER OF WARRANTIES: ACCESS
Section7 1 ess(.laimef of Warranties ........................ ................ .............. ............. „...... 14
Section 7 2 Access to the Site ......._...... ... ......... .......................... .. . ................... _.......... 14
Section 7 3. Releax, and Indomnificatlon Covenants ............ .... .............. „................ 14
ARTICLE VIII
ASSIGNMENT SUBLEASING AND AMENDMENT
Sectlor 9.1 Asslgorient by the Corporallorr ............. .. ....... ............ ...................... 15
Section 8 2 Assignment and Subleasing by the City ............... ............................... 15
Section 8 3 Amendment of this Lease Agreement .... ... ....... .......................... 15
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ARYCLE IX
E1 ENT S OF DEFAULT AND REMEDIES
,on 9.1. Events of Cofault Defined......._, „, _
SS..1oon 9.2. Remedies on Default.........., ", •. ..... ..... .....
ection 9.3. No Remedy Exclusive.........._ ....... ........... ._....... ".._... „.........._ .... _.......... 16
Sectlon 9.0. No Additional fo Pay Attorneys' Fsas and Expenses..._ „,,,"•,
Section 9,3. Ap Atltltio not Waiver Implied by One Waiver,,,,,,,,,,_...._ „•
...... "• "' " "' • ^• 18
section 9.8. Appli :anon of Praceads..,, „,,,,,,, „ » ... ...... „»
Section 9J Trustee and Ceril0CA It Owners to Exercise Htyhts......„.
........... ......_.. „. "_ 18
„,,,_,
„ „• »._ • 18
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ARTICLE X
PREPAYMENT OF LEASE PAYMENTS
Section 10.1 Securlty0e,losit „„......,
Section 10.2. Purchase Option..._ ........................._......._.............. ................ „.............. 20
Section 103. Mantle Prepayment From Not Proceeds of Insurance or
Section 10.4. Credit for Amouna onl De .._ ................ .. "•• " ""
Posit. ..........._ ...................
ARTICLE XI
MISCELLINEOUS
Section 11 1 NOIICee
. ............................... ......................._.._..
Section 11.2. BlndInp Effect
............................
". .....
Section 113 . . Severablll ....._......,.._........„.....
...I.... .. ......................
Section 11 a. Nott
........"....,...._..
22
net -net Lease"._ ............._.......„.
Sectlon 11.5 Further
......._.......................
Sectlon 11.6. Execution In Counterpart
n III Counts antl Corrective Instruments
22
_ ..... .. .............................
_. ......................
Section 11.. Applicable Lew.„
22
......_ ........... ........._. "......._.... "....._ .....
11.8. Corporation antl C!ty
SSection
"................�........
Rep resentatives ...............
ection 11 9. Captions
23
..............._. ........ ...............................
23
EXHIBIT A Definl!!ons
EXHIBIT B Description Of the Site
EXHIBIT C• Schedule of Lease
Payments
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LEASE AGREEMENT
THIS LEASE AGREEMENI (the 'Lease Agreement'), dated es of December 1,
by and between the RANCHO CUCAMONGA PUBLIC IMPROVEMENT
CC,.IPORATION, a nonprofit, pucllc benefit corporation organized and existing under the
laws of the State of California, as lessor (the 'Corporation'f, and the CITY OF RANCHO
CUCAMONGA, a municipal corporation ar:d general law city organized and existing
under the laws of the Stata of ralifomle. as lessee (the'Cltyq;
WIrNE !IS ETH.
WHEREAS, the City wishes to acquire certain real property for future development
as the Northoast Community Park, more particularly described In Exhibit B hereto (the
'Site'), and the City Is authorized pursuant to the laws of the State of Celitomla to enter
Into leaseliold agreements for such purposes: and
accomplish such Spt-rposSstylt Council
neciessary and desirable to acquire the eSite by order
easing
the same pursuant to this Lease Agreement; and J
WHEREAS, the Corporation will cause to be deposited with the Trustee (as
hereinafter defined) funds for the acquisition of the Site to be leased pursuant to has
Lease Agreement;
NOW, THEREFORE, IT IS MUTUAL! Y AGREED, as follows:
r
s ARTICLEI
DEFINITIONS AND EXHIBITS •,
r
Section 1 1, Deflnitlona. The terms defined In Exhibit A attached hereto and by
this reference Incorporated heroin, as used and capitalized herein, shall, for all purposes
of this Lease Agreement, have the meanings ascribed to them In said Exhibit A unless
the context clearly requires some other meaning.
• Section 1.2. F�hlblta. The following exhibits are attached to, and by this
reference made a part ohis Lease Agreement:
Exhibit A: Definitions.
Exhibit 8: The description of the Site.
Exhibit C: Th :chedule of Lease Payments to be paid by the City
her_ Eder with respect to the Site, showing the Due Date and
amount of each such Lease Payment.
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ARTICLE 11
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1 Re r�ns� Covenants and Warranties o1 the City. The City
represents• covenants and warrants to the Corporation as (allows.
(a) Due Or anizatlon and Existence. The City Is a municipal corporellan and
general law city duly organized end existing under the leers of the State.
(b) Authorization. The laws of the Stale authorize the City to enter Into the Site
Lease this Lease Agreement and the Trust Agreement and to enter into the trensactlons
contemplated by and to Cam/ out Its obligations under all of the aforesaid agreements.
and the City has duly authorized and
apid end bindinlg of the agreemsnte aforesaid eh �mYnenforceable
agreements constitute the legal,
ega•nst the City in accordance with their respective terms.
(c) No VlolatK, , -, Neither the execution and delivery of the Tian Lease, the terms
Lease
Agreement or the Tr�..t Agreement, nor the fulfillmer consummatica compliance
the transact) transactions
and conditions hereof or thereof, the terms.
contempllatedr Provisions ol the
enY estrictllontor ainy agreement ior instrument
otc which thg
City is now a party or by which the City Is bound, or constitutes a default under any 0
toregoing. or results In tho creation or
any of the property or assets ofothe any lien o
uponthenSite.b
whatsoeve except
Permitted Encumbrances.
Agreement Ex accordance with laws City h State. authorized end executed this Lease
Section 2.2. Represontauoi s Covenants and Warranties of CorPOretl_n. The
Corporation represents, covenants and warrants to th ��ry p public
ue Organization end Existent The Corporation is a nonprofit. P
heneht( oorporatlon duly organized and existing under end by virtue of the laws of the
power to
the enter ipf,dementaisapossessed ofsfu0 powe�totown nidnhlas
imp auth nded ip reaecutlan andndelPv67 0} ep of the aforesaid segr 3ments and dsuch
agreements constitute x the legal, valid end binding agreements of the Corporation,
I h their respective terms.
enforceable against the Corporation m eccortlanca w
1t pledge Lease payments
eS The Corporation this Lease
m dfron1ls other ghtsunder
dr L—
other amounts the Site hits, except as provided under the
Aga in will not M n n
r of his s eeme ad the Trust Agreement.
AgreementNtha Assignment Agreement or tlhe I rust dAgreement. nor lthe eulfllment of or
-3- � L
compllrnce with the terms and conditions hereof or.thereof, nor the consummation of the
transactions ecntemplated hereby or thereby, conflicts with or results in a breach of the
terms, conditions or provisions of any restriction or any agreement or Instrument to which
the Corporation is now a party or by which the Corporation Is bound. or constitutes a
o,.rdlt under any of the fo.egeing, or results In the creation or Imposition of any lien,
charge or encumbrance whatsoever upon any of the property or assets of the
Corporation, or upon the Site, except Fermltted Encumbrances.
(d) No Assignments. Except as provided heroin, the Corporation will not assign
this Lease Agreement, Its right to receive Lease payments from the City, or Its duties and
obligations hereunder to any other person, firm or coiporatlon so as to Impair or violate
the representations, covenants and warranties contained In this Section 2.2.
(g) Title to Site. The Corporation warrants that It has, pursuant to the Site Lease,
acquired and Is owner of leasehold tide to the Us.
(q Execution end oeliv =. Thu Corporation has duty euthorited and executed
this Leasd Agreemert In accordance with the lawn of the State.
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0
ARTICLE III
DEPOSIT OF MONEYS;
ACQUISITION OF THE SITE
Section 3.1 Oeooslt`eys On the Closlny Date, the Corporation chaU
cause to be deposited with the Trustee the proceeds of sale of the the Coates. Pursuant
140 rustee In the Reserve Fund, portion of Reserve e Lease Payments satributable to interest
and payable by the City hereunder from December 1, 1080 to the Closing Date, shall be
deposited with the Tnr,3tee In the Lease Payment Fund, amounts estimated to be
required to pay Delivery Costs shall be deposited In the Delivery Costs Fund and the
remaining balance of said amount shall be deposited in the Acquisition Fund.
Section 3.2. Acqulsitlon of Soe. The Corporation agrees to cause the Trustee to
reimburse the City for Acquisition Costs of the Site from moneys depobited In the
Acquisition Fund, The City agrees that upon acquisition of the Site It will take possession
of the Site under tho terms and provisions of this Lease Agreement.
Upon acquisition of the Site, the City shall deliver to the Trustee, as assignee of
the Corporation, a C"IfIcste of Completion executed by a City Representative.
If the Corporation, for any reason whatsoever, cannot deliver possession of the whole Site to the City, this Lease Agreement shall not be void or voidable, nor shall the
• Corporation be liable to the City for any loss or damage resulting therefrom; but In such
event the remaining Lease Paymen:s pertaining to the Site shall be abated In part, In an
amount to be agreed upon by the City and the Corporation such that the resulting Lease
Payments epresent fair consideration for the use and occupancy of the portion of the
Site actually delivered.
Section 33. Pevmer, of Acqulsitlon Costs. Payment for the acquisition of the
She, as well as ail other Acqulsitlon Costs, shall be made from the moneys deposited In
the Acqulsitlon Fund as provided in the Trust Agreement, which moneys shall be
dlgbursad for such Purpose In acco••:arce and upon compliance with Section 3.02 of the
Trust Agreement.
Section 3.4. Payment of Dellvery Costs, Payment of Delivery Costs shall be made
from the moneys depaelted with the Trustee In the Delivey Costs Fund, which moneys
shall be disbursed for such purpose in accordance and upon compliance with Section
3 04 of the Trust Agreement.
Section 3.5. Unexoeoded .-Moneys. The Corporation and the City acknowledge
that the Acquisition Fund and the Delivery Costs Fund have been created for the benefit
of the City All unexpendLyl moneys remaining in the Acr^•iglllon Fund and not requL so
for payment of Acquisition Costs or In the Delivery Costs rund and not required for the
Payment of Delivery Costs shall be applied In accordance with Section 3.05 of the Trust
Agreement.
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ARTICLE IV
AGREEMENT TO LEASE; TERM OF THIS fo
LEASE AGREUIENT; LEASE PAYMENTS
Section 4.1 Lease. The Corporation hereby leases the Site to (he City, and the
City hereby leases die Slte from the COrporation, upon the terms and conditions set forth
In this Lease Agreement.
Section 4.2. commence on he data end December 1e 1998. unless os chnterm is
extended as hereinafter provided. If on December 1, 1898, the Trust Agreement shall not
be discharged by Its terms, or If the Lease Payments payable hereunder shall have been
abated at any time and for any roasoi. then the Term of the Lease Agreement shalt be
extended until there has been deposited with the Trustee an amount sufficient to pay
obligations due under the Lease Agreement, but In no event shall the Term of the Lease
Agreement extend beyond December 1, 2008. If Pryor to December 1, 19^.8, the Trust
Agreement shall L iischarged by Its terms, the Term of the Lease Agreement shall
thereupon end.
Section 4.3. Possession. The Site will be acquired from amounts on doposkin
the Acgwsitlon Funtl pursuant to Section 3.2 hereof, and the Parties hereby declare their
Date. The that hereby age of the Site will be substantially completed on the Closing
Date. The City hereby agrees that upon such substantial Completion of acquisition of the
15, 1989.
Site, the City will take possession thereof. The first Lease Payment shall be due on May •
Section 4.4 Lease Payments.
(a) Obad
City agrees adon to Pay. Subject to the provisions of Articles VI and X hereof, the
to pay to the Corporation. Its successors and assigns, as rental for the use
and occupancy of the Site during each Rental Period, the Lease Payments (denominated
Into Components of principal and Interest) for the Site In the respective amounts
specr9ed In Exhibit C hereto, to be due and payable on the respective Lease Payment
Dates �peclfled In Exhibit C hereto. Any amount held In the Lease Payment Fund on
Lease Payment Date (other then amounts resulting fro any
m the prepayment o! the Lease
Payments in part but not In whole pursuant to Article X hereof and ether than amounts
required for payment of past due Principal or Interest represented by any Certificates not
presented for payment) shell be credited towards the Lease Payment then due and
Payable; and no Lease payment need be made on any Lease Payment Date If the
amounts then held In the Lease Payment Fund are at least equal to the Lease Payment
then required to be paid. The Lease Payments for the Site payable In any Rental Period
Shall be for the use of the Site for Such Rental Period.
Payments inf !u4 Purs- uant�ooA Art
icetX heeoft thetClt Cst rnedmear ining Lease this Lease
Agreement 811811 thereupon cease and terminate. Including but not limited to the City's
obligation to pay Lease Payments under this Section t 4, subject however, to the
Provisions of Section 10.1 hereof In the Case of prepayment by application Of a securlty O
-8- 31:�
0
deposit. In the ever., that the City prepays the Lease Payments In pert but not In whole
Pursuant to Section 10.2 hereof pursuant to Section 10.3 hereof as a result of any
Insurance or condemnation award with respect to any pcnion of the Site, such
prepavrnent shall be credited entirely towards the prepayment of the Lease Payments as
folio, (0 the principal components of each remaining sucn Leese Payments shall be
redu,,vd on a pro rata basis In Integral multiples of $5,000; and (1) the Interest component
of each remaining such Lease Payments shall be reduced by the aggregate
corresponding amount of Interest whlcn would otherwise be payable with respect to the
Certificates thereby redeemed pursuant to Sections 4.01(a) or (b), as the cass may be, of
the Trust Agraament.
(c) Rate on Overdue Payments. In the event the City should fail to make any of
the payments required In this Section 4.4, the payment In default shall continue as an
obligation of the City until the amount in default shall have bean fully paid, and the City
agrees to pay the semi •vith Interest thereon, to the extent permitted by law, from the
date ul default to the date of payment at the rate of twelve percent (12 %) per annum.
Such Interest, If received, wrall be depos!ted in the Lease Payment Fund.
(d) Fair Rentat 1+nrue. The Lease Payments for the Site for each Rental Period
shall constitute the tot: rental for the Site for each Rental Period and shall be paid by
the City In each Rental Polled for and In consideration of the right of the use and
Mcupancy of, and the continued quiet use and enjoyment Of, the Site during eacn Rental.
Period. The parties beretn have agreed and determined that the total Leas: Payments
for the Site do not exceed tho lair rental value of the Site. In making such determination.
consideration has been given to the obligations of the partlee under this Lease
e Agreement no uses and purposes which ma/ be nerved by the Site mid the benefits
therefh,m which will accrue to the City and the general public.
(e) Source of Pavmerta Budget and AoorcorleGOn. Prior to the Completion
Date, the Lease Payments ahall be payable solely from amounts deposited In the
Acquisition Fund, the Reserve Fund and the Lease Payment Fund from the proceeds of
the Certificates or from any earnings on the Investmrmtc ul amounts held under the Trust
Agreement, except as provided therein. Following the Completion Date. the Lease
Payments shall be payable from any source of available funds of the City, subject to the
provisions of Articles VI and X hereof.
the City covenants to take suco action as may be necessary to Include all Lease
Payments due hereunder In each of Its budgets during the Term or the Lease Agreement
and to make the necessary annual appropriations for all such Lease Payments. The
covenants on the part of the City he-sin conlalned shall be deemed to be and shall be
construed to be ministerial duties Imposed by law and It shall be the duty of each Ind
every pubil. official of the City to take such action and do such things as ere required by
law bt the performance of the official duty of such officials to enable the City to early out
and perform the covenants and agreements In this Lease Agreement agreed to be
carried out and performed by the City.
(0 Assignment. The City understands end agrees that all Lease Payments have
been assigned by the Corporation to the Trustee In trust, pursuant to the Assignment
Agreement. for the benefit of the Owners of the Certl0rgtes, and the City hereby assents
to such assignment. The Ccrpomtlon hereby directs the City, and the City hereby agrees
H
Syr
.,, to pay t0 the Trustee at the Principal Corporate Trust Office of the Trustee, all payments
payable t,y the City pursuant to this Section 4.4 and all amounts payabl; by the City
pursuant to Article X hereof.
Section 4.5. Oulet Enloarment During the Tenn of the Lease Agreement, the
Corporation shall provide the C'tv with quiet use and enjoyment of the Site, and the City
shall, during such T Im. peaceably end quietly have and hold and enjoy the Site without
suit, trouble or hindrance from the Corpo:70on, except as expressy set forth In the
Leaso Agreement. The Corporation wIC, at the request of the City and at the City's cost,
join in any legal action in which the City asserts 1 :e right 'e such possession and
enjoyment to the extent the Corporation may lawfully do so. Notwithstanding the
foregoing, the Corporation shall have the right to inspect the Site as provided in Section
7.2 hereof.
Section 4.5. Title. If the City prepays the Lease Payments In full pursuant to
' Article X hereof or m2kes the security deposit permitted by Section 10.1 hereof, or pays
.'' all Lease Payments during the Teml of the Lease Agreement as the same become due
and payable, all r12., ,,title and interest of the Corporattor, In and to the Site shall be
T transferred to and vyi.9ad In the City. The Corporation agrees to tako any and all steps
and execute and record any and all documents reasonably required by the City to
consummate any such transfer of title. fly
i Section 4.7 Additional Pawnonts. In addition to the Lease Payments, the GGty
shall pay when duo all costs and expenses Incurred by the Corporation to comply with
- the provisions of the Trust Agreement, or otherwise artsing from the financing of the site.
Inc!uding without limitation all Delivery Costs (to the extent not paid from amounts on
deposit In the Delivery Costs Fund), compensation and Irdemnlgcatlon due to the Trustee
and all costs and expenses of auditors, engineers, attomeys and accountants.
r�
t�
-a- II
ARTICLE V
MAINTENANCE; TAXES; INSURANCE;
USE LIMITATIONS; AND OTHER MATTERS
Section 5.1 Maintenance, Utilitles. Taxes and Assessments. Throughout the
Term of ble Lease Agreement, as part of the consideration for the rental of the Site. all
improvement, repair and maintenance of the Site Shall be tho responsibility of the City
and the City shall pay for or otherwise arrange for the payment of all utility services
supplied to the Site which may Include, without [Imitation. Janitor sorvice, security, power
gas. telephone, light heating, water and ag other utility services, arW shall pay for or
otherwLse arrange for the payment of the Cost of the repair and reolacefnant of the Site
resulting from ordinary wear and tear or want of care on the part of the City or any
assignee or Sublessee thereof. In exchange for the Lease Payments herein provided, the
Corporation agrees to provide only the She, as herelnbefore more specifically W lonh
The City waives the benalits of subsections 1 and 2 of section 1832 of the California Civil
Code, but such waiver shall not limit any Of the rights of the City under the terms of this
Lease Agreement.
The City shall also pay or cause to be paid all taxes and assessments of imy type
or nature, It any, charged to the Corporation or the City affecting the Site or itye
rebpeative Interests or estates therein; provided that with respect to special assessmeffs
or other governmental charges that may lawfully be paid in Installments over a period of
years, the City shall be obligated to pay only such Installments as are required to be paid
0 during the Term of the Leese Agreement as and when the same become due.
The City may. at the City's expense and In Its name, in good faith contest any
such taxes, assessments, utility and other charges and. In the avant of any such contest.
may permit the taxes, assessments or other charges so contested to remain unpaid
during the period of such contest and any appeal therefrom unless the Corporation shall
notify the City that, In the opinion of Independent Counsel, by nonpayment of any such
items, the Interest of the Corporation In the Site will be materially endangered or his Site
or any part thereof will be subject to loss or forfeiture. In which evens the City shall
cromptty pay such taxes, assessments or charges or provide the Corporation with full
security against any loss which may result from nonpayment, In form, satisfactory to the
Corporation and the Trustee.
Section 5.2. Modification of Site. The City shall, at Its own expense, have the
right to remodel the Sito or to make additlons. modifications and Improvements to the
Site Ail additlons, modifications and Improven ins to the Site, but not any buildings ur
improvements. Shall thereafter comprise pan of the Site and be subject to the provisions
0. this Lease Agreement. Such additions. modifications end Improvements shall not In
a ^y way damage the Site or cause It to be use„ for purposes other than those authorized
under the provisions of State and federal law; and the Site, upon completion of any
additlons, modifications and Improvements made thereto pursuant to this Sectlon 5.2,
shall be of a value which is not substantially less than the value of the Site Immediate])
prior to the making of such additions, mod0cations and improvements. The City will not
p31mit any mechanic's or other lien to be established or remain against the Site for labor
it materlale furnished In connection with any remodeling, edditlone, modifications.
-9- Z4
Improvements, repairs, renewals or replacements made by the City pursuant to this
bection 5.2: provided that If any such lien Is established and the City shall first notify or
cause to be notified the Corporation of the City's Intention to do so, the City may In good
to- Contest any lion filed or estabhshad against the Site, and In such event may permit
the aema so contested to remain undischarged and unsatisrlad during the period of such
contest and any appeal therefrom and shall provide the Corporation with lull security
against any less or forfolture which mfg :., arise from the nonpayment of any such Item. In
form satlsfa(ROry to the Corporation. The Corporation will cooperate fully In any such
contest, upon the ,equest and at the expense of the City.
Section 5.3. Public Liability and Prooarty Damage Insurance. The City shall
maintain or cause to be maintained, throughout the Term of the Lease Agreement.
Insurance policies, Including a standard comprehensive general Insurance policy or
policies In protection of Me City, the Corporation and the Trustee. Including their
respectivo members, officers, agents and employees. Said policy or policies shall
provide for Indemnification o' said parties against direct or contingent loss or liability for
damages for bodily and personal Injury, death or property damage occesloned by reason
of the use of the S[g: Said policy or policies shall provide coverage in the minimum
liability limits of $1 O( ,;np !or personal Injury or death of each person and 53,000.0ou for
personel Injury or deaths of two or more persons In each accident or event, and In a
minimum amount of 5100.000 (srtject to a deductible clause of not to exceed $5.000) fit
damage to property resulting -um each accident or event. Such public llab111ty and
property damage Insurance may, however, be In th' form of a single limit policy In the
amount of $3.000.000 covering all suct risks. Such liability Insurance may be malrmined
as Part of or in conjunction with any other liability Insurance coverage carded by the Ov. •
and may be maintained In the form of Insurance maint3lnad through a Joint exercise of
Powers authority created for such purpose or In the form of self - Insurance by the City.
,ne Not Proceeds of such liability Insurance shall be applied toward exdngulshment or
satisfaction of the liability r,ith rospr ;t to which the insurance proceeds shf ll hava been
paid
Section 5 4. Fire and Extended Coverage insurance. The City shall procure and
maintain, or cause to be procured and maintained, throughout the Term of the Lease
Agreement. Insurance against loss Or damage to any Structures constituting any part of
the Site by O•e and hphMing, with extended coverage and vandalism and malicious
mischief Insurance. Sold extended coverage Insurence. If required, shall, as nearly as
Practicable. covar loss or damage by axploslon, windstorm, dot, aircraft vehicle
damage, smoke and such other hazards as are normally covered by such Insurance.
Such Insurance, If required, shall be In an amount equal to the greater of (a) one hundred
Percent (100 %) Of the replacement cost of the structures constituting part of the Site, or
(b) the aggregate pnnclpal amount of the Outstanding Certificates. Such Insurance may
be
suran deductible
intaineds s part of or i
n conjunction with any other fire and extended co rerage Insurance carded by the City and may be maintained In whole or In
Part in the form of Insurance maintained through a joint exetdae of powers authority
created for such purpose or In the 'mm of self- Insurance by the City. The Nut Proceeds
of sucn Insurance shall be applied as provided In Section 0.2(a) hereof.
0
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I
Section 5.5. Rental Interruption Insurance. The City shall procwe and maintain
through the Term of the Lease Agreement rental Interruption or use and occupancy
insurance, If commerclal;y available, to cover loss, total or partial, of the use of any part
Of the Site during the Tenn of the Lease Agreement as a result of any of the hazards
co d In the Insurance required by Section 5.4 hereof, In an amount at least equal to
twc .•-nes the Reserve Requirement. The Net Proceeds of such Insurance shall be paid
to the Trustee and deposited In the Lease Payment Fund, and shall be credited towards
the payment of the Lease Payments In the order In which such Lease Payments come
due and payable.
Section 5.6. Title Insurance. The City shall provide, at Its own expense, on or
befc-e the Closing Date, A tle Insurance policy in 'he amount of not less than the
aggregate principal amount of the Certificates, Insuring the Citys leasehold estote in the
Site. subject only to Permitted Encumbrances. All Net Proceeds recsived under said
policy shall be deposited with the Trustee In the Lease Payment Fund and shall be
credited towards the prepayment of the remaining Lease Payments pursuant to Section
10.3 hereof.
Section 5.7 Ir-,ance Net Proceeds- Farm of Policies. Earn policy or other
proceeds evidence of ireu der squired ho Sections 5.4, 5.5 and 5.6 hereof shall provide that all
proceeds thereunder snail be payab,o to the Trustee and applied as provided In Section
6.2 hereof. On or before December 1 Of each year, the City shall certify to the TrusteS
that ail policies of Insurance end any statements of sell- Insurarce are In conformance"
with the requirements of this Lease Agreement. T110 City shall have the adequacy of any
Insurance reserves reviewed at least annually cy an Independent Insurance consultant
and shall meirraln reserves in accordance with the recommendations of such consultant.
The City shall pay or cause to be paid when due the premiums for all Insurance required
by this Lease Agreement. All such policies or other evidence of Insurance shall provide
that the Trustee shall be given thirty (30) days' notice of each expiration, any Intended
cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not
be responsible for Vie sufficiency or adequacy of any Insurance herein required and shall
be fully protected In accepting payment on account of such Insurance or any adjustment,
compromise or settlement of any loss agreed to by the Trustee.
Section 5 6 Advances. It the City shall fall to pcdorm any of its obligations under
this Article V the Corporation may, but shall not be obligated to. take such action as
may be necessary to cure such failure, Including the advancement of money, and the City
shall be obligated to repay all such advances as soon as possible, with Interest at the
rate of twelve percent (12 %) per annum from the date of the advance to the date of
repayment
Section 5.9 Installation of City's Epulpment The City may at any timo and from
time to time. In Its sole discretion and at Its own expense. Instail or permit to be Installed
Items of equipment or other personal property In or upon any portion of the Site. All
such items shall remain the sole property of the City. In which neither the Corporation nor
the Trustee shall have any Interest. and may be modlYed or removed by the City at any
time provided that the City shall repair and restore any and all damage to the Site
resulting from the Installatlor, modification or removal of any such Items. Nothing in this
Lease Agreemont shall prev, pt the City from purchasing or leasing Items to be installed
pursuant to this Section 5 9 under a tease at conditional sate agreement. or subject to a
-71 44
vendor's lien or security agreement, as security for the unpaid portion of the purchase
Price thereof, provided that no such lien or security Interest shall attach to any part of the
Site.
Section 5.10. Liens. The City shall not, directly or Indirectly, create, incur, assume
or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with
respect to the Site, other than the respective rights of the Corporation end the City as
Provided herein and Permitted Encumbrances. Except as expressly provided In this
Article V the City shall promptly, at Its own expense, take such action as may be
necessary to duly discharge or remove any such mortgage, pledge, lien, charge.
encumbrance or claim, for which It Is responsible. It the same shall arise at any time. The
City shall reimburse the Corporation for any expense Incurred by I, In ruder to discharge
or remove any eueh mortgage, pledge, lien, chargo, encumbrance or cillm.
Sectlon S.11 Private Business Use Limitation. The City shall assure that
(a) not in excess of ten percent (10 %) of the Proceeds of the Certificates Is used
for Private Business Use If, In addition, the payment of the principal ol, or the interest on
more than 16 perco i •01 the Proceeds of the Certificates Is (under the terms of the
Certificates or any u,rdedying arrangement) directly or indirectly. IO secured by any
Interest In property, or payments In respect of property, used or to be used for a Private
Business Use, or (10 to be derived from payments (whether or not to the City) In respe&
Of property, or borrowed money, usad or to be used for a Private Business Use: and
(b) In the event that In excess of five percent (5 %) of the Proceeds of the
Certlncates Is used for a Private Business Use, and, In addition, thi1 payment of the
principal or the Interest with respect to more then five percent (5 %) of the Proceeds of
the Certificates Is (under the terms of the Certlncates or eny underlying arrangement)
directly or Indirectly, securt -I by any Interest In property, or payments In respect of
property. used or to be u -cl for said Private Business Use or is to be derived from
payments (whether or not to ,.to City) In respect of property, or borrowed money, used or
to be used for a Private Bus ess Use, then, (A) sold excess over said five percent (5 %)
of the Proceeds of the Certificates which Is used for a Private Business Uss shalt be used
for a Private Business Use related to a government use of such Proceedu and (B) each
such Private Business use over five percent (5%) of the Proceeds of the Certificates
which Is related to a government use of such Proceeds shall not exceed the amount of
such Proceeds which Is used for the government use of Proceeds to which such Private
Business Use In related.
Section 5 12 Private Loan Limitation The City shall assure that not In excess of
the lesser of live percent (50'o) of the Proceeds of the Certificates or S5,000,ODO Is to be
used. directly or Irdlrectly, to make or finance loans (other then loans constituting
Nonpurpose Investments and other than loans which enable the borrower to finsnco any
governmental tax or assessment of general application for a specific essential
governmental fu•iction) to persons other than state or local government units.
Section 5 13. Federal Guarantee Prohibition. The City shall not take any action or
permit or sutler any action to be taken If the result of the same would be to cause the
Certificates or this Lease Agreement to be 'federally guaranteed' within the meaning of
section 1e9(b) of the Code and Regulations. 40
_72_ �1
ARTICLE 41
DAMAGE, DESTRUCTION AND EMINENT DOMAIN;
USE OF NET PROCEEDS
Section 8.1 Eminent
the power of Domain. If all Of the Site shall be taken permanently under
eranent domain Or sold to a government threatening to exercise the power
Of eminent domain, the Tenn Of this Lease Agreement shall cease as of the day
Possession shall be so taken. If less than all of the Site Shall be taken permanently, or if
all of the Site Or any part thereof shall be taken temporarily under the power of eminent
domain, (1) this Lease Agreement shall continue in full force and effect and shall not is
terminated by virtue of such taking and the parties walve the benefit of any law to the
contrary, and (2) there shall be a partial abatement of Lease Payments as a result of the
application of the Net Proceeds Of any eminent domain award to the prepayment of the
Lease Payments hereunder, In an amount to be agreed upon by the Clry
and the
Corporation such that the resulting Lease Payments represent fair consideration
use and Occupancy of the rema ;ning usable portion of the Site. for the
Section 6.2 adllcatlon of Net Proceeds.
from any d9l",nto destruction ' of any estructueo�ocated onnthe Site by 8 e or atlie9
casualty shall be paid by the City to the Trustee, as assignee of the Corporation un der
ti,� Assignment Agreement, and deposited in the Insurance and Condemnation
• the Trustee and applied as set forth In Section 7.01 of the Trust Agreement. Fund by
award resulting from any tevenrt described In Section t8 trheeeof shale be paid by the City
to the Trustee, as assignee of the Corporation under the Assignment Agreement, and
deposited In the Insurance and Condemnation Fund and applied as set forth In Section
7 02 of the Trust Agreement.
Section 8.3. Abatement of Lease Payments In the Event % Damage or
Destruction. Lease Payments shell be abated during any period In whim by reason of
tlamage or destruction (other than by eminent domain which Is hereinbeforo provided for)
there is substantial Interference with the use and occupancy by the City Of the Site or any
Portion thereof (other than as described In Section 5.2 here00 as shall be agreed upon by
the City and the Corporation such that the resulting Lease Payments represent fair
consideration for the use ana occupancy of the portions Ot the Site not damaged or
destroyed Such abatement shall continue for the period commencing with such damage
or destruction and ending with the substantial completion of the work of repair or
reconstruction In the event of any such damago or destruction, this Lease Agreement
dhae continue in full force and effect and the City waives any right to terminate this Lease
Agreement by virtue of any such damage and destruction. Notwithstanding the
foregoing, there shall be no abatement of Lease Payments under this Section 6.3 to the
extent that the proceeds of rental Interruption Insurance or amounts in the Reserve Fund
are available to pay Lease Payments which would otherwise be abated under this
Section 6 3, It being hereby declared that such proceeds and amounts constitute special
.� funds for the payment of the Lease Payments.
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ARTICLE VII
DISCLAIMER OF WARRANTIES; ACCESS
Section 71. Disclaimer of Warranties. The Corporation and its assigns make no
warranty or representation, either express or Implied, as to the value, design, condition,
merchantibllity or fitness for any particular purpose or fitness for the use contemplated
by the City of the Sita, or any other representation or warranty with respect to the Site.
In no event shall the Corporation and its assigns be liable for incidental, Indirect, special
• or consequential damages In connection with or arising out of they Site Lease. this Leasc
Agreement or the Trust Agreement for the existence, furnishing, functioning or the City`s
" use of the Site.
Section 72. Access to the Site. The City agrees that the Corporation and any
Corporation Representative, and the Corporadon's successom or,asslgns, shall have the
right at all reasonable times to enter upon and to examine and inspect the Shall The Cr,
further agrees that-' a Corporation any Corporation Representative, and the
Corporation's succestdEs or assigns shall have such rights of access to the Site as may
be reasonably necessary to cause the proper maintenance of the Site in the event of
failure by the City to perform Its obligations hereuncer
Section 7.3. Release and Indemnification Covenants. The City shall and hereby
agrees to Indemnity and save the Corporation an6 Its officers, agents, successors and
assigns harmless from end against all claims, losses and damages, including legal fees •
and expenses, arising out of m the use, maintenance, condition or management of, or
from any work or thing done on the Site by the City, 00 any breach or default on the pert
of the City In the performance of any of Its obligations under this Lease Agreement. gip
any act of negligence of the City or of ar,y of Its agents, contractors, servsnts, employees
or licensees with respect to the Site. Qv) any act or negligence of any sublessee of the
City with respect to the Site, or (v) the acquisition of the Site or the authorization of
payment of the Acquisition Costs and Delivery Costs by the Corporation.. No
Indemnification Is made under this Section 7.3 or efaewhere in this Lease Agreement for
willful misconduct, negligence. or breach of duty under this Lease Agreement by the
Corporation, Its officers, agents, employees. Successors or assigns.
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ARTICLE VIII
ASSIGNMENT, SUBLEASING AND AMENDMENT
Section 8.1 Assignment by the Corporation. The Corporation's nghts under this
Lease Agreement, including the right to receive and enforce payment of the lease
Payments to b9 made by the City under this Lease Agreement, have been assigned to
the Trustae pu^suant to the Assignment Agreement.
Secllun 8.2. Assignment and Subleasing by the City. This Lease Agreement may
not be assigned by the City. The City may sublease the Site or any portion thereof. but
only with the written consent of the Corporation and subject to all of the following
conditions:
(a) This Lease Agreement and the obligation of the City to make Lease Payments
hereunder shall remain obligations of the City:
(b) The City -hall, within thirty (30) days after the delivery thereof, furnish or cause
to be furnished to ..;e Corporation and the Trustee a true and comp'ste copy of such
sublease:
(c) No such sublease by the City shall cause the Site to be aped for a purpise
other than as may be authorized under the provisions of the Constitution and laws of the
State: and
(d) The City shall furnish the Corporation and the Trustee with a written opinion of
nationally- reeognired bond counsel, which shall be an Independent Counsel, stating that
such sublease is permitted by this Lease Agreement and the Trust Agreement, and will
not cause the Interest components of the Lease Payments to become Included in gross
Income for federal Income tax purposes or subject to State personal Income taxes.
Section 8.3. Amendment of this Lease Agreement. Without the prior written
consent of the Trustee, neither the City nor the Corporation will otter, modify or cancel, or
agree or consent to alter, modify or cancel this Lease Agreement, excep•'ng only such
alteration or modification as may be permitted by Article X Of the Trust Agreement.
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ARTICLE IX 0
EVENTS OF DEFAULT AND REMEDIES
Section 9.1 Events of Default Defined. The following shall be 'events of default'
under this Lease Agreement and the terms 'events of default' and 'default' shall mean,
whenever they are used in this Lease Agreement, with reaoect to the Site, any one or
more of the following events:
(I) Failure by the City to pay any Lease Payment required to be paid hereunde- at
the time specified herein, and the continuation of such failure for a period of ten (10)
days.
(II) Failura by the City to make any payment requlrod hereunder or to observe and
perform any covenant, condition or agreement on its part to be obssrved or ped,rmed
under this Lease Agreement or under the Trust Agreement, Other than as referred to In
clause (1) of this Sech c; 9.1, for a period of thirty (30) days alter written notice specifying
such failt and regi:Jsting that It be remedied has been given to the City by the
Corporatio.r, the Trustee, or the Owners of not less than five percent (5 %) In aggregatrt
principal amount of Certificates then Outstanding; provided, however, If the failure state`+
In the notice can be corrected, but not within tha applicable period, the Corporation, the
Trustee and such Ovmers shall not unreasonably withhold their consent to an extension
of such time It corrective action is Instituted by the City within the applicable period and
diligently puruued until the default Is corrected.
(jig The filing by the City of a voluntary petition in bankruptcy, or failure by the
City prcmptly to lift any execution, garnishment or attachment, or adjudication of the City
as a bankrupt, or assignment by the City for the benefit of creditors or the entry by the
City into an agreement of composi•lon with creditors. or the approval by a court of
competent Jurisdiction of a petition applicable to the City in any Proceedings instituted
under the provisions of the Federal Bankruptcy Act, as amended, or under any similar
acts which may hereafter be enacted.
Section 9.2. Remedies on Default. Whenever any event of default referred to In
Section 9 1 hereof shall have happened and be co,ttinuing. It shall be lawful for the
Corporation to exercise any and all remedies available pursuant to law or granted
pursuant to this Lease Agreement: prodded, however, that notwithstanding anything
herein or In the crust Agreement to the contrary, there shall be no right under any
circumstances to accelerate the Lease Payments or otherwise declare any Lease
Payments not then in default to be Immediately due and payable. Each and every
covenant hereof to be kept and performed by the City Is expressly made a condition and
upon the breach thereof the Corporation may exercise any and all rights of entry and re-
entry upon the Site. and also, at Its option, with or without such entry, may term:nate this
Lease Agreement, orovIdecr, that no st.:h termination shall be effected either by
operation of law or acts of the parties hereto, except only in the manner herein expressly
provided. In that event of such default and notwithstanding any re -entry by the
Corporation, the City shall, as herein expressly provided, continue to remain liable for the
Payment of the Lease Payments and/or damages for breach of this Lease Agreement
_tS- / I
and the performance of all conditions herein contained and, in any event, suct: rent
and /or damages shall be payable to the Corporation at the time and In the manner as
herein provided, to wit:
(a) In the event the Corporation does not elect to terminate this Lease Agreement
in the manner hereinafter provided for in subparagraph (b) of this Section 9.2, the City
agrees to and shall remain liable for the payment of all Lease Payments and the
performance of all conditions herein contained and shall reimburse the Corporation for
any deficiency easing out of the re- leasing of the Site, or, In the event the Corporation is
unable to re -lease the Site, then for the full amount of all Lease Payments to the end of
the Term of the Lease Agreement, but said Lease Payments and /or deficiency shall be
payable only at the same time and in the same manner as hereinabove provided far the
payment of Lease Payments hereunder, notwithstanding such entry or re•atdry by the
Corporation or any suit in unlawful detalner, or otherwise, brought by the Corporation for
the purpose of effecting such re -entry or obtaining possession of the Site or the exercise
of any other remedy by the Corporation. The City hereby Irrevocably appoints the
Corporation as the agent and attomoy -in -tact of the City to enter upon and re -lease the
Site 'n the event of default by the City In the performance of anv covenants herein
contained to be Wrlyvmed by the City and to remove all personal property whatsoever
situated upon the Yts to place such property in storage or other suitable place In the
County of San Bernardino, for the account of and at the expense of the City, and the City
hereby exempts and agrees to save harmless the Corporation from any costs, los or
damage whatsoever arising or occasioned by any such entry upon and re- leasing of4he
Site and the removal ann - :orage of such property by the Corporation or Its duty
authorized agents In accordance with the provisions herein contained. The City hereby
• waives any and all claims for damages caused or which may be caused by the
Corporation In re- entering and taking possession of the Site as herein provided and all
claims for damages that may result from the destruction of or Injury to the SRc; and all
claims for damages to or loss of any property belonging to the City that may be In or
upon the Site. The City agrees that the terms of this Lease Agreement constitute full and
sufficient nalire of the right of the Corporation to re -lease the Site In the evert of such
re -entry without alfectine) a surrender of this Lease Agreement, and further agrees that
no acts of the Corporation ir. affecting such re- leasing shall constitute a surrender or
termination of this Lease Agreement Irrespective of the term for which such re- leasing Is
made or the terms and conditions of such ra- leasing, or otherwise, but that, on the
contrary. In the event of such default by the City the right to terminate this Lease
Agreament shall vest In the Corporation to be effected In the sole and exclusive manner
hereinafter provided for In subparagraph (b) hereof The City further waives the right to
any rental obtained by the Corporation In excess of the Lease Payments and hereby
conveys and releeces st.:h excess to the Corporation as compensation to the
Corporation for Its services In re- leasing the Site.
(b) In an event of default hereundar, the Corporation at Its option may terminate
this Lease Agreement and re -lease all or any portion of the Site. In the event of the
termination of this Lease Agreement by the Corporation at Its option and in the manner
hereinafte: provided on acs rant of default by the City (and notwithstanding any re -entry
upon the Site by the Corporation In any manner whatsoever or the ro-leasing or sale of
the Site), the City nevertheless agrees to pay to the Corporation all costs, loss or
damages howsoever arising or occurring payable at the same time and in the same
wtw manner as is herein provided In the case of payment of Lea:a Payments. Any surplus
-17- ) 0
received by the Corporation from such re- leasing shall be the absolute property of the
Corporation and the ^.Ity shall have no right thereto, nor shall the City be entitled to any
•
credit In the event o: a deficiency In the rentals received by the Corporation from the
Sit- Neither notice to pay rent or to deliver up possession of the premises given
in unlawful detalner taken by the Corporation shall of
pu• .nt to law nor any oroceeding
itself operate to term. 'e this Lease Agreement, and no termination of this Lease
the City shall be or become olfective by operation
.Agreement on account of default by
of law, or otherwise, unless end until the Corporation shall have given written notice 'o
the City of the election on pan ut
no Surrender u tof the Site or of this Lease
remainder aof the
The covens
Term of this Lease Agreement or any termination )f this Lease Agreement shall be valid
In any manner or for any purpose whatsoever unless stated or accepted by the
Corporation by such written notice.
Section B.?. No Remedy Exclusive. No remedy herein conferrer upon or reserved
to be exclusive and every such remedy shall be cumulative
to the Corporation is Intended
and shall be In addition to every other remedy given under this Leasa Agreement or now
or hereafter existing at law or in equity. No delay or omission to exer i e any right or
any default shall impair any such fight or pov sr or shall be
power accruing up.f%
construed to be a "jer thereof, but any such right and power may be axercised from
time to time and as often as may be deemed expedient. In order to entitle the
Corporation to exercise any remedy reserved to It In this Article IX It shall not be
than such notice as may be required In this Artieleot
necessary to grve ani notice, other
or by law.
Fxnenses. In the event either
Section 9.4. Aereement to Pav Attome;:a' Fees end
default under any of the provisions hereof and the
party to this Lease Agreement should
nondelaulting party should employ attorneys or incur other expenses for the collectrun of
moneys or the enforcement or performance or observance of any obligation or
the defaulting party nereln contained, the defaulting party
agreement on the part of
agrees that it will on demand therefor pay to the nondofauiting party the reasonable tees
of such attorneys and such other expenses so Incurred by the nondefaulting party.
Section 9.5. No Additional War er Implied by One Waiver. In the evert any
Lease Agreement should be breachod by either party and
agreement contained In this
thereafte• wai, x' by the other party, such waiver shall be limited to the particular breach
so waived end shall not be deemed to waive any other breach hereunder
Section 9 S. Application of Proceeds. All net proceeds received from the re-
this Article IX, and all other amounts derived
lease or otner disposition of the Site untie,
by the Corporation or the Trustee as a result of an event of default hereunder, shall be
transferred to the Trustee promptly upon receipt thereof and after payment of all fees
lees. shall be deposited by the Trustee
and expenses of the Trustee. Including attorneys
In the Lease Payment Fund to be applied to the Lease Payments In order of payment
date.
Section 9.7 Trustee and Certillcate Owners to Exercise clams. Such rights antl
remedies as are given to the Corpoe'lon wider this Article IX have been assigned by the
Corporatior. to the Trustee under the Trust Agreement, to which assignment the City
_tg_ )
hereby consents. Such rights and remedies shall be axercised by the Trustee and the
. Oveners of the Certificates as D:ovided In the Trust Agreement.
El
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ARTICLE X •
PREPAYMENT OF LcASE PAYMENTS
Section 10.1. Sec'Jdty Deposit. Notwithstanding any other provision of this Lease
Agreement, the City may on any date secure the payment Of all or a portion of the Lease
Payments remaining due by a deposit with an L-Crow holder under an ascrow deposit
and trust agreement as referenced in Section 14.01(b) of the Trust Agreement, of: (a) In
the case Of a COCudty deposit relaing to at] Lease Payments, either (0 an amount which,
together with amounts on deposit In the Lease Payment Fund, the Insurance and
Condemnation Fund and the Reserve Fund, Is sufficient to pay all unpaid Lease
Payments, Incfuding the principal and Interest components thereof. In accordance with
the Lease Payment schedule set forth In Exhibit C i.:rough maturity or en earlier purchase
date established pursuant to Section 10.2 below, or (Ip Federal Securities, together with
cash. I' require4, In such amount as will. In the opinion of an Independent certified public
accouirtant together with Interest to accrue thereon and, If required, all or a portion of
moreys or Federal SMvrities then on deposit and Interest earnings thereon in the Lease
Payment F,ad, the ez'jrance and Condemnation Fund and the Reserve Fund, be fully
sufficient to, pay all unpaid Lease Payments on their respective Interest Payment Dates
through maturity or an earlier purchase date established pursuant to Section 1U2 befot
or (b) In the Case Of a security deposit relating to a portion of the Lease Payments.
certificate executed by a City Representative designating the portion of the Lease
Payments to which the depnsit pertains, and either (0 an amount which Is sufficient to
pay the portion of the Lease Payments designated In such City Representative's
certificate. Includlog the principal and Interest components thereof, or (Ip Federal
Securities, together with cash, if required. In such amount as will, together with Interest
to be received thereon. It any, In the opinion Of an Independent certified publi,
accountant. be fully sufficient to pay the portion of the Lease Payments designated In the
aforesaid City Representative's certificate.
In the event of a deposit pursuant to this Section 10.1 as to all Lease Payments.
all obligations of the City under this Lease Agreement t: tall cease and terminate.
excepting only the obligation of the City to make, or cause to be made, ell payments
from the deposit made by the City pursuant to this Section 10.1, and title to the Site shall
vest in the City on the date of said deposit automatically and wlthout further action by
the City or the Corporation. Said deposit and Interest earnings thereon shall be deemed
to be and shall constitute a special fund for the payments provided for by this Section
10.1 and said obligation shall thereafter be deemed to be and shall constitute the
Installment purchase obligation of the City for the Site. Upon Bald deposit, the
Corporation will execute or cause to be executed any and all documents as may be
necessary to conOrm title to the Site In accordance with the provisions hereof. In
addition. the Corporation hereby appoints the City as Its agent to prepare, execute and
file or record. Ir appropriate offices, such documents as may be necessary to place
recorr, title 10 the Site In the City.
SectlCn 10 Q Purchase Option.
The Corporation hereby grants an option to the City to prepay the principal •
component of the Lease Payments In full. by paying the stipulated value of the Site set
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forth L- Exhibit C hereto, or In part, but not in an amount of less than $20,000, together
in any event, with a percentage of the portion of sur-h Principe! component of Lease
Payments prepaid equal to the percentages set forth below:
Said op "On may be exercised with respect to Lease Payments due on and after
Cecember 1. 1993, 1> whole or In part on any Lease Payment Date cdmmencing
rovember 15. 1994. L -.d option shall be exercised by the City by giving written notice to
th Corporation and the Trustee N the exerci3e of such option at least forty -five (45)
do, prior to said Leaae Payment Date. Such option shall be exefcised In the event of
prei ayment in full, by depositing on or before such Lease Payment Date cash In sfo
amount. which, together with amounts then on deposit in the Reserve Fund, the
Insurance and Cnndemnatlon Fund and the Lease Payment Fund, will be sufficient to pay
the stipulated value of the Site on said Lease Payment Date as set forth in Exhibit C
hereto, together with any Lease Payments then duo but unpaid, or, In the event of
prepayment In part, by depositing with said notice an amount divisible by $5,000 equal to
the amount desired to be prepaid (;)dt not less than $20,000) together with any Lease
Payment- then due but unpaid. Lease Payments due after any such partial prepayment
shall be in the amounts set forth In a revised Lease Payment schedule which shall be
provided by, or caused to be provided by, the Trustee to the City pursuant to Section
4 01(c) of the ' ust Agreement and which shall represent an adjustment to the schedule
set forth in Exhibit C attached hereto taking Into account said partial prepayment
Section 10.3. Mandatory Prepayment From Net Proceeds of Insurance nr Eminent
Domain. The City shall be obligated to prepay the Lease Payments. In whole on any
date or In part on any Lease Payment Date, from and to the extent of any Net Proceeds
of an insurance or condemnation award with respect to the Site thortofore deposited in
the Lease Payment Fund for such purpcse pursuant to Article \fit of th_ Trust Agreement
The City and the Corporation hereby agree that such Net Proceeds. to the exten!
rem „ning after payment of any delinquent Lease Payments, shall be credited towards
the City's obligations under this Section 10.3.
Section 10.4. Credit for Amounts on Deposit. in the event of prepayment of the
Principal components of the Lease Payments In full under this Article X, such that the
TruE' Agreement shall be discharged by its terms as a result of such prepayment, all
amounts then on deposit In the Lease Payment Fund, the Acquisition Fund or the
Reserve Fund shall be credited towards the amounts then required to be so prepaid.
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Premium Paid With Respect to
the Payment Date of the Pdnoipal
Component of Leasa Payment Prepaid
1997 and
Prepayment Dates
1994 1895 19% thereafter
May 15, 1993 and November 15. 1994
%% 1 % irh% 2%
May 15. 1994 and November 15, 1995
0 rh 1 1 rh
May 15. 1995 and November tb. 1998
- 0 rf+ 1
May 15. 1998 and November 15, 1997
- - 0 %
May 15. 1997 and each November 15
and May 15 thereafter
- - - 0
Said op "On may be exercised with respect to Lease Payments due on and after
Cecember 1. 1993, 1> whole or In part on any Lease Payment Date cdmmencing
rovember 15. 1994. L -.d option shall be exercised by the City by giving written notice to
th Corporation and the Trustee N the exerci3e of such option at least forty -five (45)
do, prior to said Leaae Payment Date. Such option shall be exefcised In the event of
prei ayment in full, by depositing on or before such Lease Payment Date cash In sfo
amount. which, together with amounts then on deposit in the Reserve Fund, the
Insurance and Cnndemnatlon Fund and the Lease Payment Fund, will be sufficient to pay
the stipulated value of the Site on said Lease Payment Date as set forth in Exhibit C
hereto, together with any Lease Payments then duo but unpaid, or, In the event of
prepayment In part, by depositing with said notice an amount divisible by $5,000 equal to
the amount desired to be prepaid (;)dt not less than $20,000) together with any Lease
Payment- then due but unpaid. Lease Payments due after any such partial prepayment
shall be in the amounts set forth In a revised Lease Payment schedule which shall be
provided by, or caused to be provided by, the Trustee to the City pursuant to Section
4 01(c) of the ' ust Agreement and which shall represent an adjustment to the schedule
set forth in Exhibit C attached hereto taking Into account said partial prepayment
Section 10.3. Mandatory Prepayment From Net Proceeds of Insurance nr Eminent
Domain. The City shall be obligated to prepay the Lease Payments. In whole on any
date or In part on any Lease Payment Date, from and to the extent of any Net Proceeds
of an insurance or condemnation award with respect to the Site thortofore deposited in
the Lease Payment Fund for such purpcse pursuant to Article \fit of th_ Trust Agreement
The City and the Corporation hereby agree that such Net Proceeds. to the exten!
rem „ning after payment of any delinquent Lease Payments, shall be credited towards
the City's obligations under this Section 10.3.
Section 10.4. Credit for Amounts on Deposit. in the event of prepayment of the
Principal components of the Lease Payments In full under this Article X, such that the
TruE' Agreement shall be discharged by its terms as a result of such prepayment, all
amounts then on deposit In the Lease Payment Fund, the Acquisition Fund or the
Reserve Fund shall be credited towards the amounts then required to be so prepaid.
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ARTICLE XI
hllSCELLANEOUS
Section 11 1 Notices. All notit:es, certificates or Other communications
here:.,wer shall be sulriciently given and shall be deemed to have been received 48 hours
after deposit In the United States mail In fast cress form with postage fully prepaid:
If to the City: C ty of Rancho Cucamonga
9.20 Baseline Road
Rancho Cucamonga, CA 81730
Attention. City Clerk
It to the Corporation: Rancho Cucamonga Public Improvement
Corporation
9320 Baseline Road
Rancho Cucamonga, CA 91730
Attention* Secretary
It to the Trustee: Bank of America National Trust
and Savings As3ocictlon
555 South Flower Street, 5th Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services #8510
The Corporation, the City and the Trustee. by notice given hereunder, may
designate different addresses to which subsequent notices, certificates or other
communications will be sent.
Section 11.2. Binding Effect. This Lease Agreement shall Inure to the benefit of
and shall be binding upon the Corporation and tha City and their respeetive succilssors
and assigns.
Section 11.3. Severability. In the event any provision of this Lease Agreement
shall oe held Invalid or unenforceable by any court of competent Jurisdiction, twch
holding shall not Invalidate or render unenforceable any other provision hereof.
Section 11.4. Net- net -net Lease This Lease Agreement shall be deemed and
construed to be a 'net -net -net lease' and the City hereby agrees that the Lease
Payments shall be an absolute net re:um to the Corporation, free and Gear of any
expenses. charges or set -offs whatsoever.
Section 115. Further Assurances and Corrective Instruments. The Corporation
and tha City agree that they will, from time to time, execute, acknowledge and deliver, or
cause to be executed, acknowledged and delivered, such supplements hereto and such
further instruments as may reasonably be required for correcting arty Inadequate or
Incorrect description of the Site hereby laased or intended so to be or for carrying out
the expressed Intention of this Lease Agreement. •
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Section 11.e. Execution In Counteroarts. This Lease Agreement may be executed
• in several counterparts, each of which shall be an original and all of which shall,
constitute but one and the same Instrument.
Section 11.7 Applicable Law. This Lease Agreement shall be governed by and
wnstrued In accordance with the laws of the State. - .. 1.
Section his Corooraticn sad City Representatives, Whenever under the
Provisions of this Lease Agreement the approval of the Corporation or the City fs
required, or the Corporation or the City Is required to take some action at the request of
the other, such approval or such request shell be given for the Corporation by an
Corporation Representative and for the City by a City Representative, and any parry
hereto shall be authorized to foly upon any such approval or request.
Section 11.9. Captions. The captions or headings in this Lease Agreement are for,
convenience only end In no way define, limit or describe the scope or Intent of any
Provisions or Section of this Lease Agreement.
•
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M1�3,T _.>ree...y:,�`�7 ;, •_ -i:• - <y,:; •t. ..ncs. r ".e;p
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D;^t+ IN WITNESS WHEREOF, the Corporation has caused this Lease Agres , .., to be
executed In Its corporate name by Its duly authorized officers end sealed with Its
a corporate seal; and the City has caused this Lease Agreement to be ereculed In Us
noon by Its duly authorized officers and sealed with its corporate seal, as or the date
;•; gn above written.
-
1 RANCHO CUCAMONGA PUBLIC
IMPROVEMENT CORPORATION, as Lessor
f
By_
President
ISEAL)
v, Attest:
t
Secretary
ISEAQ
Attest
City Cleh
CITY OF RANCHO CUCAMONGA. as
Lessee
By _
Mayor
—24- 5 , /
ar•._rr a..w ex.0 ean :vn
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EXHIBIT A
DEFINITIONS
,coulsition Costs' means all costs of payment of, or reimbursement for,
acquisition Of the Site.
'Acquisition Fund' means the fund bir that name established and held by the
Trustee pursuant to Article 111 of the Trust Agreement.
'Assignment Agreement' means the Assignment Agreement, dated as of
December 1. 1988, by and between the Corporation and the Trustee, together with any
duly authorized and executed amendments thereto.
'Business Dav' means a day which to not a Saturday. Sunday or legal holiday on
which ben king II15dlUlIons In the .&date are Closed Or are required to close or a day on
which the New York Stock Exchange is closed.
'Certificate of +morellon' means the certificate of a City Representative
certitying that the Site ras been acquired by the City and that all Acquisition Costs with
respect :hereto have been paid.
'Certificates' means the S_ aggregate principal amo,rnt of certificates of6
participation to be executed and delivered pursuant to the Trust Agreement.
S ' Cftv' means the City of Rancho Cucamonga, a municipal cot potation and general
law city organized and existing under the lays of the State.
'City Representative' means the Mayor, the City Manager or the Finance Manager
or any other person authorUe I by resolution of the City Council of the City to act on
behalf of the City under or with respect to the Site Lease, the Lease Agreement and the
Trust Agreement.
'Closing Date' means the date upon which there Is a physical delivery of the
Certificates in exchange for the amount representing the purchase price of the
Certificates by the Original Purchaser
'Code' means the Internal Revenue Ccde of 1988.
'Completion Date' means the date of completion of acquisition of the Site as
evidenced by the filing with the Trustee of a Certificate of Completion.
'Corporatlon' means the Rancho Cucamonga Public Improvement Corporation, a
nonprofit public benefit corporation organized and existing under and by virtue of the
laws of the State
'Corporation Representative' means the President of the Corporatlon, or any
other person authorized by resolution of the Corporation to act on behalf of the Site
Lease the Lease Agreement, the Assignment Agreement and the Trust Agreement.
Exhibit A
Page 1
a:
'Delivery Casts' means all Items of expense directly or Indirectly payable by or
reimbursable to the City or the Corporation relat!ng to the execution and delivery of the
Site Lease, the Lease Agreement, the Assignment Agreement and the Trust Agreement
or , execution, sale and delivery of the Certificates, Including but not limited to filing
am, ecoz)Ing costs, settlement casts, printing costs, reproduction and binding costs,
Initial fees and charges of the Trustee, financing discounts, legel fees and charges.
Insurance fees and charges, financial and other professional consultant fees, costs of
rating agencies for credit ratings, fees for execution, transportation and safekeeping of
the Certificates, costs for preparation, printing and distribution of preliminary and final
official statements, and charges and fees In connection wifn the foregoing.
"Delivery Costs Fund' means the fund by that name established snd held by the
Trustee pursuant to Article III of the Trust Agreement.
*Earnings Fund' means the fund by that name created by, and held by the Trustee
Pursuant to. Section 8.07 of the Trust Agreement.
'Event of Dei- 't' means an event of default under the Lease Agreement, as
defined in Section g. areof.
'Excess Investment Eaminos" means an amount equal to the sum Of: jy
(a) the excess of
(1) the aggregate amount earned on all Yonpurpose Investments
(other than amounts attributable to an excess described In this paragraph
(a)). over
(li) the amount which would have been earned If the Yield ran such
Nonpurpose Investments (other than amounts attributable to an excess
described in this paragraph (a)) had been equal to the Yield of the Lease
Agreement. plus
1b, any Income attributable to the excess described in paragraph (a)
'Federal Seccritloe means direct general obligations of (Including obligations
Issued or held In book entry form on the books of the Department of the Treasury of the
United States of America), or obligations the payment of principal of and Interest on
which are guaranteed by. the United States of America.
'Fiscal Year' means the tweive -month period beginning on July 1 of any year and
ending on June 30 of the next succeeding year or any other twelve -month period
selected by the City 89 Its fiscal year
'Gross Proceeds' means the sum of the foilowhig amounts:
(a) original proceeds. namely, net amounts receiveo by or for the City as a result
Of the sale of the Certificates, excluding original proceeds whlat become transferred
Proceeds ;determined In accordance with applicable Regulations) of obligations Issued
to refund in whole or In pert the Lease Agreement:
Exhibit A Is 6k
Page 2
• (b) Investment proceeds, namely, amounts received at tiny time by or for life City,
such as interest and dividends, resulting from if Investment of any original proceeds (as
reforenced in clatwe (a) above) or investment proceeds (as referenced In this clause (b))
Ir .,npurpose Investments. Increased by any profits and decreased (if necessary, below
ze-,,, by any losses on such Investments, excluding Investment proceeds which become
transferred proceeds (determined In accordance with applicable Regulations) of
obligations Issued to refund In whole or in part the Lease Agreement;
(c) slmung fund proceeds, namely, amcr-nts, other than original proceeds,
investment proceeds or transferred proceeds (as referenced In clauses (a) and (b) above)
of the Cortlficates. which are held In the Lease Payment Fund and any other fund to the
extent that the City reasonably expects to use such other fund to pay Lease Payments;
(d) amounts 'n the Reserve Fund and in any other fund established as a
reasonably required reserve for paymon t of Lease Payments:
(e) Investment Property pledged as security for payment of Lease Payments by
the City;
and (0 amounts, other than as specified In this definition, used to pay Lease Payments;
io
(g) amounts received as a result of Investing amounts described In this definition.
® 'Independent Counsel' meanr An attorney duly admitted to the practice of law
before the highest court of the state in which such attorney maintains an office and who
is not an employee of the Corporation, the Trustee or the City.
'Information Services' means Financial Information, Ine.'s 'Dally Called Bond
Service.' 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention:
Editor Kenny Information Services' 'Called Bond Service.' 55 Broad Street, 28th Floor,
New York, Now York 10004; Moody's 'Municipal and Government; 99 Church Street, 8th
Floor New York. New York 10007, Attention: Municipal News Reports; and Standard &
Poor's 'Called Bond Record; 25 Broadway. 3rd Floor, New York, New York 10004; or to
such other addresses and /or such other national Information services providing
Information or disseminating notices of redemption of obligations similar to the
Certificates
'Insurance and Condemnation Fund' means the fund by that name established
and held by the Trustee pursuant to Section 701 of the Trust Agreement.
'Interest Payment Date' means the first day of each June and December,
60mmencing June 1 1988 so long as Any Certificates are Outstanding.
Investment Prcoerty" means any security (as said term Is defined In section
165(g)(2)(A) or (B) of (he Code), obligation, annuity contras, or Investment —type property,
oxciudmg. howe'-er, obligations (other then specified pdvata activity bonds as defined in
section 57(aH5)(C) o, the Code) the Interest on which is excluded from gross Income, for
federal tax purposes, under section 103 of the Code.
Exhib r A L u
Pago 3 v
'Lease Agreement' means the Lease Agreement, dated as of December 1, 1988, •
by and between the Corporation and the City, together with any duly authorized end
executed amendments thereto.
'Lease Payment Date' means the fifteenth (15th) day of May and November in
each year during the Term of the Lease Agreement, commencing May 15, 1989.
'Lease Payment Fund' means the fund by that name established and held by the
Trustee pursuant to Section 5.02 of the Trust Agreement.
'Lease Payments' means all payments required to be paid by the City pursuant to
Section 4.4 of the Lease Agreement, Including any prepayment thereof pursuant to
Article X of the Lease Agreement, which payments consist of an Interest component and
a principal component.
'Mocdy's' means Moodirs Investors Service. New York. New York, or its
successors.
'Net Procei " when used with respect to Insurance or condemnatlun proceeds.
means any insurance proceeds or condemnatlon award paid with respect to the Site, to
the extent remaining after payment therefrom of ail expenses incurred in the collecUpn
thereof �;
'Nongumose Investment' means any Investment Property which Is acquired with
the Gross Proceeds of the Certificates and Is not acquired In Order to carry Out the
governments) purpose of the Lease Agreement.
'GrIgInal Purchaser' means the first purchaser of the Certificates upon their
delloery by the Trustee on the Closing Date.
'Outstsndino,' when used as of any particular time with respect to Certificates.
means (subject to the provisions of Section 10.03 of the Trust Agreement) all Certificates
theretofore executed antl delivered by the Trustee under the Trust Agreement except —
(a) Certificates theretofore cancelled by the Trustee or surrendered to the Trustee
for cancellation,
lot Certificates for the payment or redemption of which funds or Federal
Securities In the necessary amount shall have theretofore been deposited with the
Trustee (whether upon or prior to the maturity or redemption date of such Certificates).
provided that if such Certificates are to be redeemed prior to maturity. notice of such
redemption shall have been given gs provided In Section 4 03 fir the Trust Agreement or
provision satisfactory to the Trustee shell have been made for the giv!ng of such notice.
3nd
(C) Certificates In lieu Of of In exchange for which other Certificates shall have
been executed and delivered by the Trusts, pursuant to Sectior 2.09 of the Trust
Agreement
11
Exhibit A (j Page 4
'Owner' or 'Certificate Owner' or 'Owner of a Certificate', or any similar term,
when used with respect to a Certificate means the person In whose name such
Certificate shall be regtstered.
'Permitted Encun,branceV means. as of any particular time: (a) Ilene for general
ad valorem taxes and assessments. II any, not then delinquent. or which the City may,
pursuant to provlsions of Article V of the Lease Agreement, permit to remain unpaid: (b)
the Assignment Agreement: (c) the Lease Agreement: (d) any right or claim of any
mechanic, laborer, materialman, supplier or vendor not flied or perfected In the manner
prescribed by low: (o) easements. rights of way, mineral rights, urilling rights and other
rights, reservations, covenants, conditions ar restrictions which exist of record as of the
Closing Date and which the City certifies In writing will not materially Impair the use of
the Site; and (q easements, rights of way, mineral rights, ddCing rights and other rights.
reservations, covenants, conditions or restrictions established following the date of
recordation of the Lease Agreement and to which the Corporation and the City consert
in writing.
'Permitted - +stments. means any of the following:
(a) Federal Securities:
(b) debentures of the Federal Hous'ng Administration;
(c) obligations of the following agencies which are not guaranteed by the United
• States of America: m participation certificates or debt obligations of the Federal Home
Loan Mortgage Corporation; 00 consolidated system -wide bonds and notes of the Farm
Credit Banks (consisting of Federal Land Banks, Federal Intermedlate Credit Banks and
Banks for Cooperatives); (III) consolidated debt obligations or letter of credit - backed
Issues of the Federal Home Locn Banks: (Iv) mortgage - backed securities (excluding
stripped mortgage securities which are valued greater than par on the portion of unpaid
principal) or debt obligat'ons of the Federal National Mortgage Association; or (v) letter
of credit- backed Issues or debt obligations of the Student Loan Markoting Association;
(d) Federal funds. unsecured certificates of deposit, time deposits and bankers
acceptances (having maturities of not more than 365 days) of banks the short-term
obligations of which are rated In one of the three highest Rating Categories by Moody's:
(e) deposits which are fully Insured by the Federal Deposit Insurance Corporation
('FDIC-1 or the Federal Savings and Loan Insurance Corporation ('FSLICj;
(l) debt obligations (excluding securities that do rot have a fixed par value and /or
whose terms do not promise a fixed dollar amount at maturity or call date) rated In one
of the three highest long -term Rating Categories by Moody's;
(g) commercial paper (having original maturities ct not more than 365 days) rated
in one of the three highest Rating Categories by Moody's:
Ih) Investment in money market funds comprfsed Willy of obligation rated In one
of the three highest Rating Categories by Moody's: and
Exhibit A r7
Page 5
(1) repurchase agreements with 0
(I) any Insiltutinn with long -term debt rated In one of the threw highest
Rating Categories by Moody's;
01) with any corporatlon or other entity that falls under the jurisdiction a' the
Federal Bankruptcy Code, provided that:
(A) the term of such repurchase agreemout is less than one year or
due on demand;
(B) the Trustee or a rltlyd party acting solely as agent for the Trustee
ha_ possession of the collateral;
(C) the market velua of the collateral Is maintained as follows:
(1) If valued daily and with a remaining maturity of (a) one
,kar of less. at 102 %; (b) five years of less, at 105 %: (c) ten years or
s. at 106 %: (d) fifteen years or less, at 107 %; and (e) thirty years
U, less. at 113 %;
(2) if valued weekly and with a remaining maturity of (a) doll
year or less, at 103 %; (b) five years or less, at 110%. (c) ten years or
less, at 111%; (d) fifteen years or less, at 118%:
(3) If valued monthly and with a remaining maturit/ of (a) one
year or less, at 106 %; (b) five years or less, at 1113 136: (0 ten years or
less, at 119 %; (d) fifteen years or less, at 123 %: (o) thirty years or
less, at 130 %: and
(4) if valued quarterly and with a remaining maturity of (a) one
year or leas, at 106 %; (b) five years or less, at 1le%: (c) ten years or
less. at 128%: (d) fifteen years or less, at 130 %; and (e) thirty years
or less, at 135%
(D) failure to maintain the requisite collateral levels w13 require the
Trustee to liquidate the collateral Immediately;
(E) the repurchase secur'tia3 must W obligations of, or fully
guaranteed as to principal and Interest by, the United States of America:
and
(F) the repurchase securities are free and clear of any third party
hen or claer• or
(h0 with financial Institutions Insured by the FDIC or FSLIC o, any broker -
dealer with 'retell customers' which falls under the (unsdictlon if the Securities
Investors Protection Corp. ('SIPC provided that
Exhibit A <
Page 6
0
011(c) above; a market value of the collateral is maintained as described In
(B) the Trustee or a third party acting solely as agent for the Trustee
has possession of the collateral;
(C) the Trustee has a perfectcd first priority security Interest in the
collateral;
(D) the collatera! Is free and clear of any third party lien or claim end,
In the case of a broker — dealer with 'retail customers' which fails under the
Jurisdiction of SIPC, the collateral was not acquired pursuant to a
repurchase agreement or a everse repurchase agreement;
(E) the repurchase securities must be obligations of, or fully
guaranteed as to pdncl).al and Interest by, the United Srstes of America;
and
failure to maintain the requisite collateral levels will require the
istee to liquidate the collateral Immediately.
'Principal Corporate Trust Cffice' means the corporate trust office of the Trust
at Bank of America National Trust and Savings Association, San Francisco, California, or
at such other address designated by the Trostee In written notice filed with the City and
Sthe Co potation In writing.
'Private Business Use' mecns use directly or Indlrettly In a trade or business
carried on try a natural parson o• In any activity carried on by a person other tha-i a
natural person, excluding, however, use by a governmental unit and use as a member of
the general public.
'Proceeds,' when used with reference to the Certificates, means the face amount
of tho Certificates, plus accrued Interest and original Issue premium, If any, less original
Issue discount. If any.
E
'Purchase Price,' for the purpose of computation of the Yield of the Lease
Agreement, has the same meaning as the term 'Issue price' In sections 1273(b) and 1274
of the Code, and. In general, means the Initial offering price of the Certificates to the
public (not Including bond houses and brokers, or similar persons or organizations acting
In the capacity of undorwritera or wholesalers) at which price a substantial anount of the
Certificates are sold or. If the Certificates are privately placed the price peld by the first
buyer of the Certificates or the aequis4lon cost of the first buyer The term 'Purchase
Price.' for the purpose of computation of the Yield of Nonpurpose Investments, mears
Me fair market value of the Nonpurpose Investments on the data of use of Gross
Proceeds of the Certlficates fr.- acquisition thereof, or if later, on the date that
Investment Propt;ny cons!:tuting a Nonpurpose Investment becomes a Nonpurposs
Investment of the Certificates.
Exhibit A � L�
Page 7
is
'Ratlna Category' means, with respect to any Permitted Investment, one or more
of the generic categories of rating by Moody's applicable to such Permitted Investment.
without regard to any refinement br graduation of such rating category by a plus or minus
'Rebate Calculation Period' means the one -year period beginning on the
annlversary of the Closing Date In each year and ending on the day prior to the
anniversary date of the Closing Date In the following year except that the first Rebate
Calculation Pedoo shall begin on the Closing Data.
'Rebate Fund' means the fund by that name created by, and held by the Trustee
Pursuant to. Section 8.07 of the Trust Agreement.
'Registration Books' means the records maintained by the Trustee pursuant to
Section 2.12 of the Trust Agreement for registration of the ownership and transfer of
ownership of the Certificates.
'Regular Re_ •f Date' means the Close of business on the fifteenth (15th) day of
the month precedir_ each Interest Payment Date, whether or not such fifteenth (15th)
day Is a Business Day.
Code. 'Regulations' means temporary and permanent regulations promulgated under fhe
'Rental Period' means each twelve -month period during the Term of the Lease
Agreement commencing on December 2 In any year and ending on December 1 in the IV
next succeeding year
'Reserve Fund' means the fund by that name established and held by the Trustee
pursuant to Section 6.01 of the Trust Agreement.
'Reserve Requirement' means an amount equal to S
' Secunties Deoosltorles' means The Depository Trust Company, 711 Stewart
Avenue. Garden City, New York 11530, Fax - (510) 227 -4039 er 4190; Midwest Securities
Trust Company, Capital Structures -Call Notification, 440 South LaSalle Street. Chicago.
Illinois 60605, Fax -(312) 683 -2343; Philadelphia Depository rust Company,
Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 10103, Attention:
Bond Department. Dex -(215) 496 -5058; or to such other addresses and /or such other
registered securities depositories holding substantial amounts of obligations of types
similar to the Certificates.
Bite' means all of that certain real property wcated In the City described In
Exhibit A to the Site Lease and Exhibit B to the Lease Agreement. which Is to be
deve;oped by the City as the Northeast Community Perk.
'Site Lease' means the Slte Lease, dated as of December 1, 1988, by and
between the City and the Corporation, together with any duly authorized and executed
amendments thereto. O
Exhibit A
Page 8 0
'State' means the State of California.
'Term of the Lease Aaree Bent' means the tine during which the Lease
< sment Is In effect, as provided In Section 4.2 of the Lease Agreement.
?rust Agreement' means the Trust Agreement, dated as of December 1, 1988, by
.T and among the City, the Corporation and the Trustee, together with any duly authorized
tr4 amendments thereto.
r 'Trustee' means Bank of America National Trust and Savings Association. or any
�{ successor thereto, acting as Trustee pursuant !o this Trust Ayreement.
L'
'Yleld' means that yield which, when used In computing thf, present worth of all
z+ payments of principal and Interest (or other payments In the casa of Nonpurpose
Investments which require payments Ina form not characterized ao principal ar d interest)
on a Nonpurpose Investment or on the Lease Agreement produces ao amount equal to
the Purchase Price of such Nonpurpose Investment or the Certificates, all computed as
prescribed In sppllcA le Regulations.
0
OJ
J$
Exhibl• A "
Page 9 :�
EXHIBIT A
DEFINITIONS
'Acquisition Costs' means ail costs of payment of• or reimbursement for,
acquisition of the Site.
'Acquisition Fund' means the fund ty that name established and held by the
Trustee pursuant to Article III of the Trust Agreement.
' Assignment Agreement' means the Assignment Agreement• dated as of
December 1. 1908, by and between the Corporation and the Trustee, together with any
duly authorized and executed amendments thereto.
'Business De v' means a day which Is not a Saturday, Sunday or legal holiday on
which banking institutions In the State are closed or are required to close or a day on
which the New Y rk Stock Exchange Is closed.
'Certincan :ompletinn' means the certificate of a City Representativa
certifying that the le has been acquired by the City and that all Acquisition Costs with
respect theretn hay been paid.
'Certificates' means the Y aggregate principal amount of certificates of
Participation to be executed and delivered pursuant to the Trust Agreement.
'gLty' means the City of Rancho Cucamonga, a municipal corporation and generAl
law city organized and existing under the laws of the State.
'City Representative' means the Mayor, the City Manager or the Finance Manager
or any other person authorized by resolution of the City Council of the City to act on
behalf of the City under or with respect to the Site Lease, the Lease Agreement and the
Trust Agreement.
'Closing Dato' means the date upon which there Is a physical delivery of the
Certificates In exchange for the amount representing the purchase price of the
Certificates by the Original Purchaser
'Code' means the Internal Revenue Code of 1986.
'Completion Date' means the date of completion of acquisition of the Site as
evidenced by the filing with the Trustee of a Certillcato of Completion.
'Corporation' means the Rancho Cucamonga Public Improvement Corporation, a
nonprofit. public benefit corporation organized and existing under and by virtue of the
laws of the State.
'Corporation Representative means the President of the Corporation• or any
other person authorized by resolution of the Corporation to act on behalf of the Site
Lease, the Lease Agreement, the Assignment Agreement and the Trust Agreement.
Exhibit A �^
Page 1 1
'Delivery Costs' means all Items of expense directly or indlrer• +ble by or
Corporation relating :n the exenrt-10, onvery of the
•
reimbursable to the Cily or the
Site L - ^•e, the Lease Agreement, the Assignment Agreement and Est Agreement
Including ba, ,mt limited to filing
or the ;cutlon. sale and delivery of the Certificates,
binding
ri recording nd Charges Of the Trustee, One cingydiscountsu legal lees charges.
nti 1 fees e
consultant lees, costs of
Insurance lees and charges, financial and uther professional
rating agencles for credit raOngs, lees for execution, transportation ant' safekeeping of
is preliminary and fine?
uthe
fees in connection with foregoing.
official statements, and Gtergea and
'Delivery Costs Fund' means the fund by that name establ:shsd and held by the
Trustee pursuant to Article III of the Trust Agreement.
'Earnlnas Fund' means the fund by that name created by, and held by the Trustee
pursuant to. Section 8.07 of the Trust Agreement.
'Event of DOW "' means an event of default under thD Lease Agreement, as
defined In Section 9.T1 eof
Excess Investment Eamings' means an amount equal to the sum Of:
(a) the excess of
(1) the aggregate amount earned on all Nonpurpose Investments
excess described in this paragraph
(other than amounts attributable to an
ta)). over
(II) the amount which would have been earned it the Ylr Id on o.�h
Nonpurpose Investments (other than amounts attributable to an excess
been equal to the Yletc af the Lease
described In this paragraph (a)1 had
Agreement, plus
(b) any Income attributable to the excess described In para,raph (a).
'Federal Securities' means direct general obligations of Oncluding obligations
'book the Department of the Treasury of the
Issued or held In form on the books of
United States of America), or obligations the payment of princ!pal of and Interest on
which are guaranteed by, the United States of America.
'Fiscal Year' means the twelve -month period beginning on July 1 of any year and
or any other twelve -month oeriod
ending on June 30 of the next succeeding year,
selected by the City as Its fiscal year
'Gross Proceeds' means the sum of the following amounts:
(a) original proceeds, namely, net amounts received by or for the City as a result
of the excluding original proceeds
l(determinedrIn Regulations) of obligations issued
proceeds accordance ith
to refund In whole or In part the Lease Agreement;
Exhibit A
Page 2
(b) Investment proceeds, namely, amounts received at any time by or for the City,
such as Interest and dividends, resulting from the investment of any origins! proceeds (as
referenced in clause (a) above) or investment proceeds (as referenced In this cIaLse (b))
In •purposo Investments, Increased by any profits and decreased (If necessary, below
zer,,, oy any losses on such Investments, oxcludino investment proceeds which become
transferred proceeds (determined In accordance with sppllcable Regulations) of
obligations Issued to refund in whole or In part the Lease Agreement;
(c) sinking fund proceeds, namely, amounts, other than original proceeds.
Investment proceeds or transferred proceeds (as referenced In cruses (a) and (b) above)
of the Certi9Cata.5, wnich are held In the Lease Payment Fund end any other fund to the
extent that the City reasonably expects to use such other fund to pay Lease Payments;
Id) amounts In the Reserve Fund and In any other fund established as a
reasonably required reserve for payment of Lease Payments:
(e) Investment Property pledged as sdcurity for payment of Lease Payments by
the City,
(0 arr.ints, otr:er than as specified In this definition, used to pay Lease Payments;
and
(g) amounts reselved as a result of investing amounts described In this da0nitlonilt
'Independent Counsel' means an attorney duly admitted to the practice of law
before the highest court of the state In which such attorney maintains an office and who
is not an employee of the Corporation, the Trustee or the City.
'Information Sorviccs• means Financial Information, Inc.'s 'Dolly Called Bond
Service.' 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention:
Editor; Kenny information Services' 'Celled Bond Service,' 55 Broarl Street. 28th Floor.
New York, Now York 10004; Moody's 'Municipal and Government; 99 Church Street, 8th
Floor New York, New York 10407, Attenlio,:• Municipal News Reports; and Standard &
Poets 'Called Bond Record: 25 Broadway, 31d Floor, New York, New York 10004; or to
such other addresses and /or such other national Information services providing
Information or disseminating notices of redemption of obligations similar to the
Certificates.
'Insurance and Condemnatlon Fund' means the fund by that name established
and held by the Trustee pursuant to Sectlen 7.01 Of the Trust Agreement.
'Interest Payment Date' means the first day of each June and December.
cr mmercing June 1, 1989, so long as any Certificates are Outstanding
'Investment Property' means any security (as said term is def led In section
185(g)(2)(A) or (B) of the Code). obliga!lon, annuity contract or Investment -type property.
excluding, however, obligations (other than specified private activity bonds as defined In
section 57(a)(5)(C) of the Code) the Interest on which is excludoo from gross income, for
federal tax purposes, under section 103 of the Code.
Exhibit R
Page 3
M
'Lease Agreement' means the Lease Agreement, dated as of December 1, 1088,
•
by and between the Corporation and the City, together with any duly authorized and
er tad amendments thereto.
'Lease Payment Date' means the fifteenth (15th) day of flay and November in
each year during the Term of the Lease Agreement, commencing May 15, 1089.
'Lease Payment Fund' means the fund ay that name established and held by the
Trustee pursuant to Section 5.02 of the Trust Agreement.
'Lease Payments' meant all payments required to be paid by the City pursuant to
Section 4.4 of the Lease Agreement, including any prepayment thereof pursuant to
Article X of the Lease Agreemcnt which payments consist of an Interest component and
a principal component.
'Mood s' means Moody's InV8stors Service, Now York, Now York, or its
successors.
'Net Proceeds, when used with respect to Insurance or condemnation proceeds,
means any Insurance proceeds or condemnation award paid with respect to the Site, tyy
the extent remaining after therefrom
payment of all expenses Incurred In the collectlol?
thereof
'NogRuroose Investment' means any Investment Property which ;s acquired with
the Gross Proceeds of the Cortiflcates and Is not acquired In order to carry out the
governmental purpose of the Lease Agreement,
'Original Purchaser' means the first purchaser of the Certificates upon their
delivery by the Trustee an the Closing Date.
'Outstanding,' when used as of any particular time with respect to Certificates,
means (sublect to the provisions of Section 03 of the Trust Agreement) all Certificates
theretofore executed and delivered by the Trustee under the Trust Agreement except —
(a) Certificates theretofore cancelled by the Trustee or surrendered to the Trustee
for cancellation;
(b) Certificates for the payment or redemption of which funds or Federal
Securities in the necessary amount shall have theretofore been deposited with the
Trustee (whether upon or prior to the maturity or redemption date of such Certificates),
provided that. If such Certificates are to be redeemed prior to maturity, notice of such
redemption shall have been given as provided In Section 4.03 of the Trust Agreement or
Provision satisfactory to the Trustee shall have been made for the giving at such notice;
and
(c) Certificates In lieu of or In exchange for which other Certificates shall have
boon execu!ed and delivered by the Trustee pursuant to Section 2.09 of the Trust
Arlreoment.
I�
Exhibit A V
Page 4
'Owner' or ' Certificate Owner' Or 'Owner of a Certificate', or any similar term,
when used with respect to a Certificate means the person In whose nama such
Certificate shall be registered.
'Permitted Encumbrances' means, as of any particular tine: (a) Vens for general
ad valorem taxes and assessments. 11 any, not that. delinquent, or which the City may,
pursuant to provisions of Article V of the Lease Agreement, permit to ramaln unpaid; (b)
the Assignment Agreement; (c) the Lease Agreement; (d) any right or claim of any
mechanic, laborer, materialman, supplier or vendor not filed or pertected in the manner
prescribed by low; (e) easements, rights of way, mineral rights, drilling rights and other
rights, reservations, covenants, conditions or restrictions which exist of record as of the
Closing Date and which the City certifies In writing will not materially Impair the use of
the Sit,% and (1) easements, rights of way, mineral rights, drilling rights and other rights,
reservations, covenants. conditions or restrictions established following the date of
recordation of the Lease Agreement and to which the Corporation and rho City consent
In writing.
'Permitted Inv ^-- menns' means any of the following:
(a) Federal Securities;
(b) debentures of the Federal Housing Administration; }S
(c) obligations of the following agcncles which are not guaranteed by the Unitea
States of America; (l) participation certificates or debt obligations of the Federal Home
Loan Mortgage Corporation; (If) consolidated system -wlde bonds and notes of the Farm
Credit Banks (consisting of Federal Land Banks. Federal Intermediate Credit Banks and
Banks for Cooperatives); giq consolidated debt obligations or letter of credit- backed
issues of the Federal Home Loan Banks; (iv) mortgage - backed eecurdles (excluding
stripped mortgage securities which are valued greater then par on the portion of unpaid
principal) or debt obligations of the Federal National Mortgage Association; or (v) letter
of credit - backed Issues or debt obligations of the Student Loan Mrrketing Association;
(d) Federal funds, unsecured certificates Of deposit, time deposits and bankers
acceptances (having maturities of not more than 365 days) of banks the short-term
obligations of which are rated In one of the three highest Rating Categorioe by Moody's;
(e) deposits which are fully Insured by the Federal Doposi! Insurance Corporation
('FDIC') or the Federal Savings and Loan Insurance Corporation ('FSLIC');
(f) debt obligations (excluding securities that do not have a fixed per value and /oi
whose terms de not promise a fixed dollar amount at matudt/ or call date) rated In One
of the three highest long -term Rating Categories by Moody's,
(g) commercial paper (having original maturities of fro! more than 355 days) rated
in one of the three highest Rating Categories by Moody's:
(h) Investment In money market funds comprised rAleq of obligations rated In one
or the three highest Rating Categories by Moody's: and
Exhibit A I
Page 5 I
(t) repurchase agreements with •
() any Institution with long -term debt rated In one of the three highest
Rating Categories by Moodys;
(10 with any corporation or other entity that falls u.Ider the Jurisdiction of the
Federal Bankruptcy Code, pro: rded that:
(A) the term of such repurchase agreement Is less than one year or
due on demand;
(8) the Trustee or s third party acting solely as agent for the Trustee
has possession of the collateral;
(C) the market value of the Collateral Is maintained as follows:
(1) If valued daily and with a remaining maturity of (a) one
'r of less, at 102 %; (b) five years of less, at 105 %; (c) ten years or
at 106 %; (d) fifteen years or loss at 107 %; and (e) thirty years
or less, at 113 %,
(2) If valued weekly and with a remaining maturity of (a) or(
year or less, at 103 %: (b) five years or less, at 1100/j; (c) ten years or
less, at 111 %; (d) fifteen years or less, at 118%;
(3) If valued monthly and with a remaining maturity of (a) one
year or less, at 106 %; (b) five years or less, at 116 %: tc) ten years or
less, at 118 %: (d) fifteen years or less, at 123 %: (e) thirty years or
less. at 130:6; and
(4) If valued quarterly and with a remaining maturity of (a) one
year or less, at 106 %, (b) five yeah or lass, at 118 %; (c) ten years or
less, at 128 %; (d) fifteen years or less, at 13C %: and (e) thirty years
or lecs, at 135%
(D) failure to maintain the requisite collateral levels will require the
Trustee to liquidate the collateral immediately,
(E) the repurchase securities must be obligations of, or fully
guaranteed as to principal and interest by. the Umted Stat3s of America:
and
(F) the repurchase securities are free and clear of any third party
lion or claim; or
(Iii) with financial Institutions Insured by the FDIC or FSLIC or any broker -
dealer with 'retail customers' which falls under the Jurisdiction of the Securities
Investors Protection Corp. ('SIPCi'). provided that
i1
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Exhibit A 7,7—
Page 6
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i
(A) the market value of the collateral Is maintained as described in _
• (II)(e) above; for the Trustee
(S) the Trustee or a third party acting solely as agent
has possession of the collateral;
(C) the Trustee has a perfected first priority security interost In the
collateral;
(D) the collateral Is tree and clear of any third party Ilan it claim °rid,
in the Of a SlPC r file collateral with ' e t as u not macquired hpursuantto h0
repurchase agreement or a reverse repurchase agreement;
(E) the torepurchase cial and Interest by, thee Unobligations
ed States of America;
guaranteed as top P
and
(; ,,lure to maintain the requisite collateral levels will require the
Trustee 1. iquidate the collateral Immediately.
he`
Pc li means ti office �Cellomia or
uaSingsAssociaon- San Francisco,
at Bank olAm 01 dilen notice filed with he City an
y
tsuch oth r addres dsignated by the Trustee In w
•Private B means use directly or Indirectly Ina trade or business
chiral person. ural parson or,In any activity C
by a govammon al unlit an person
se as elmember of
the general public.
means the face amount
of the Certigcatee, P us accved Interest and original issiue Prem um, 11 enY• less original
Issue discount, if any.
Purchase price,* for the Purpose of comPut°tlen intsectionsa12,73(b)nand 1274
Agreement, has the samo meaning as the term •Issue price of the Certificates to the
of the Code, and. In general, means the Initial offering p
public (not Including bond houses and brokers, or similar persons or o eanitatlonstee'u�
In the capacity of underwriters or wholesalers) at which price . the price paid by Me of the
Certificates are sold or. If the Certificates are privately Placed, the P p
computation of the t cld of Nonpurpose Investments, means
buyer OI the Certificates Of the acquisition cost of the lint buyer The term purchase
Price .• for the purpose of comp ose Investments on the date 01 use of that
the lair market value of the Nor Pacquisitlon thereof, or II later, on ur ose
Proceeds of the Certificates
Investment Property constituting a Nonpurpose Investment becomes o Nonp
Investment of the Certificates.
Exhibit A
Page 7
'Rating Category' means, with respect to any Permitted Investment, one or more
of the generic categories of rating by Moody's applicable to sucn Permitted Investment,
'out regard to any refinement or graduation of such rating category by a plus or minus
'Rebate Calculation Period' means the one -year period beginning on the
anniversary of the Closing Dare In each year and ending on the day prior to the
anniversary date of the Closing Date In the following year except that the first Rebate
Calculaticn Period shall begin on the Closing Date.
'Rebate Fund' means the fund by that name created by, and held by the Trustee
pursuant to. Section 8.07 of the Trust Agreement.
'Registratlon Books' means the reccrds maintained Lv the Trustee pursuant to
Section 2.12 of the Trust Agreement for registration of the ownership and transfer of
ownership of the Certificates.
uao lard. •rd Date' means the Close of business on the fifteenth (15th) day of
the month preceding each Interest Payment Date, whether or not such fifteenth (15th)
day Is a Business Day.
'_Regulations' means temporary and permanent regulations promulgated undo e
Code.
*Rental Period' n Agreement commencing onDe embere2In any year t
year and endingon December 1 In the next succeeding year
'Reserve Fund' means the fund by that name established and held by the Trustee
Pursuant to Section 6.01 of the Trust Agreement.
'Reserve Requirement- means an amount equal to E
'Securities Deoositorles' means The Depository Trust Company, 711 Stewart
Avenue. Garden City. New York 11530, Fax -(516) 227 -4039 or 4190; Midwest Securities
Trust Company, Capital Structures -Call Notification, 440 South LaSalle Street, Chicago.
Illinois 60605, Fax- (312) 663 -2343: Philadelphia Depository Trust Company,
Reorganization Division. 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention:
Bond Department. Dex -(215) 496 -5058; or to such other addresses and /or such other
registered securities depositories holding substantial amounts of obligations of types
similar to the Certificates.
'Site' means all of that certain real property located in the City described In
Exhibit A to the SI!e Lease and Exhibit B to the Lease Agreement, which is to be
developed by the City as the Northeast Community Park.
'Site Lease' means the Site Lease, Cated as of December 1. 1988, by and
between the City and the Corporation, together with any duly authorized and executed
amendments thereto. i
Exhibit A
Page 8 1
Y.
'State' means the State of Califomla.
f 'Term of the Leass Agreement' means the time during which the Lease
A rment Is In effect, as provided In Section 4.2 of the Lease Agreement.
'Trust Acraemen ' moans the Trust Agreement, dated es of December 1, 1988, by
and among the City, the Corporation and the Trustee, together with any duty authorized
amendments thereto.
'Tru tee' means Bank of America National Trust and Savings Association, or any
successor thereto, acting as Trustee pursuant to this Trust agreement.
'Yield' meant that y!eld which, when used In computing the present worth of all _
payments of principal and Interest (or other payments In the case of Nonpurpose
!' investments which require payments In a form not characterized as pdrulpal and Interest)
on a Nonpurpose investment or on the Lease Agreement produces an amount equal to
the Purchase Price of such Nonpurpose investment or the Certificates, ail computed as
prescribed In appllcn�fe Regulations.
Exhibit A
Page 9
EXHIBIT 8 .i
d
+yy DESCRIPTION OF'HE SRE
tL? Those parcels of land In the Clty of Ran„ho Cucamonga. County of Son
yy" Bernardino. State of California, descrlbed as follows:
yya
r•
Y
ii
4
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Exhibit 8
Page 1
EXHIBIT C
•
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SCHEDULE OF LEASE PAYMENTS
LEASE
PAYMENT
DATE
SEMI- ANNUAL ANNUAL
PRINCIPAL INTEREST
STIPULATED
TOTAL _TOTAt
VALUE
03/13189
s 5
t' tills /Bo
3 s
3
03/15/90
11/15/90
05/15/91
11/13/91
05/15/92
11/13/92
03/13/93
11'73 /9J
03/13/90
11/13.94
03/15/95
11/15/05
03/13/98
11/15,99
05/13/97
1 It 13/97
05/15/98
11/13/98
Exhlblt C
P9go 2 r
I
TRUST AGREEMENT
Dated as of December 1, 1988
by and among
BANK OP AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Trustee,
the
RANCHO CUCAMONGA PUBLIC IMPROVEMENT CORPORATION
end the
CITY OF RANCHO CUCAMONGA, CALIFORNIA
(NORTHEAST COMMUNITY PARK PROJECT)
,yI
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TABLE OF CONTENTS
Pape
i
ARTICLE I
DEFINITIONS
Sgcllon 1.01 Definitions..._ .................................................................. ............................... 2
Section1.02. Authorization hi bit ..............._......»......._ ....... . ................... » ............................ ... 2
Section 1.03. Exhibits .........................
.......... _...................................................................... 2
ARTICLE III
ACQUISITION FUND
AND DELIVERY COSTS FUND
Section3.01 Acquisition Fund ............................................................ ............................... 7
Section 3.02 Payment of Acquisition Costs...„ ................................ ............................... 7
Sov.lon 3A3. Delivery Costs Fund .................... ... _.......................................................... B
Section 3.04. Payment of Delivery Costs ............................................. ............................... 8
ARTICLE IV
REDEMPTION OF CERTIFICATES
Section401 Redemption .................................................................. ..............................9
Section 4 02. Selection of Certificates for Redemption .................... ............................... a
Section 4.03. Notice of Redemption ............ ... _ ..................... ... ....... .................... ... ...... 10
Section 4.04. Partial Redemption of Certificate ................................ ............................... it
Se.tion 4.05. Purchase of Certificates ....................................... ..................................... _ 11
—I — 1
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ARTICLE 11
THE CERTIFICATES OF PARTICIPATION
Section2.01
Author on ...... ........................................................ ............................... 3
Section 2.02.
Date; Pa /Tnont of Interest ............................................. 3
Sec.lon 2.03.
...............................
Maturity: Interest Rat es
...............»................................ ............................... 3
Section2.04.
Interest .. ............. ..... .................».............»........»........ ............................. ». 3
Section2.05.
Form ... _ ........................................................................... ............................... 4
Section2.06.
Execution .» ............... _ ............................. _ .......................... ........................ 4
Section 2.07
Application of Proceeds ....... ».._ ................................. ............................... 4
Section 2.08.
Transfer and Exchange ...... .. .......................... .....».... ............................... 4
Section 2.09.
e
Certificates Mutilated, Lost, Destroyed or Stolen ................... ......... .... I... 5
Section2.10.
Payment._ ....................................».....,.......................... .
Section 2.11
............................... j
Execution of Documents and Proof of Ownership ..... ............................... 5
Section 2.12.
Registration Books ......................................................... ............................... 6
ARTICLE III
ACQUISITION FUND
AND DELIVERY COSTS FUND
Section3.01 Acquisition Fund ............................................................ ............................... 7
Section 3.02 Payment of Acquisition Costs...„ ................................ ............................... 7
Sov.lon 3A3. Delivery Costs Fund .................... ... _.......................................................... B
Section 3.04. Payment of Delivery Costs ............................................. ............................... 8
ARTICLE IV
REDEMPTION OF CERTIFICATES
Section401 Redemption .................................................................. ..............................9
Section 4 02. Selection of Certificates for Redemption .................... ............................... a
Section 4.03. Notice of Redemption ............ ... _ ..................... ... ....... .................... ... ...... 10
Section 4.04. Partial Redemption of Certificate ................................ ............................... it
Se.tion 4.05. Purchase of Certificates ....................................... ..................................... _ 11
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ARTICLE V Paqa Par •
LEASE PAYMENTS: LEASE PAYMENT FUND
Section 5.01 Aaalgnment of Rights In Lease Agreement....._ ....... ............................... 12
Station 5.02. Estilbllshm6nt of Lease Payment Fund ....................... ............................... 12
SSection5.03. Deposits ............. ... .... .. ..... ............................................. ............................ ... 12
ection 5.04. Application of Moneys.................................................. „. ............ 12
Section 5.05. Surplus ............... „, " " "' " "' " „'
ARTICLE VI
RESERVE FUND
Section 6.01 Establishmont of Reservd Fund ..... ._ ......... ..... ................
...... 13 ec on 0.02. DoPOSIts ............................................................ ...............................
............ 13
Section 6.03. Transt, of Excess ...................................................... .............._................ 13
Section 6.04. Appllc.. in In Event of Deficiency In Lease Payment Fund ...................... 13
Section 6.05. Transfer To Make All Lease Payments ............................ .. „........................ 13
ARTICLE VII
INSURANCE AND CONDEMNATION FUND;
INSURANCE; EMINENT DOMAIN
Section 7 01 Establishment of Insurance and Condemnation Fund;
Application of Net Proceeds of Insurance Award ...................... 14
Section 7.02 Appllcatic: of Net Proceeds of Eminent Domain Award .......................... 14
Section 7 03. Coeperatlon ........... .................................................... ............................... 15
ARTICLE VIII
MONEYS IN FUNDS: INVESTMENT
Soctlon 6.01
field In Trust ...... .. ................ .................................. _..................................
16
Section 8.02.
Investments Authwized .............................................. ...............................
16
Section8.03.
Accounting ................. ............................................. _. ..... ................
16
Section 8.04.
..........
Allocation of Earning. ............................................ ...............................
16
Section 8 05.
Valuation and Disposition of Investments ................. ...............................
17
Section8 06.
No Arbitrage ...................................... ...............................
17
Section 8.07
............ .... ...
Rebate of Ex-ess Invrtgtmont Earrings to United States ......................
17
ARTICLE IX
THE TRUSTEE
Section 9.01 Appointment of Trustee ............................................... ............................... 20
Section 9 02. Acceutnnce of Trusts .................................................. ............................... 20
Section 9 03. f sos, Charges and Expenses of Trustee ......... ...... ... _ ...... ............._..... 23
Section 9.04. Nnt:ce to Certlllcato Owners of Default ..................... ............................... 23
SU
ARTICLE XII
LIMITATION OF LIABILITY
Section 12.01 Limited Uabllly of City ••••......... .. ....................... ........... ....... .... ......... 31
Section 12.02. No Uabllly of City or Corporation for Trustee's
Penormance ................................ ...............................
Section 12.03 Indemnification of Trustee ” " " """ "' �1
Section 12.04 Limitation of Rights to Parties and Certificate Owners............ „........... 31
ARTICLE XIII
EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 13.01 Assignment of Rights ............................................... ............................_.. 32
Section1302. Rq medies ................ ............................... ................ 32
Section 13 03. A ” " "• ° ° ° °• ° °° •..
Section 13.04. Insillt then of Legal Proceedings .................................. „ ... „....................... 33
S I
F,
Pebe
Section 9.05.
So 19-06-
Se -19.07
Intervention by Trustee ....... . .......... „.
nemoval of Trustee... „ ................. ....... „.. ........................._.....
Resignation Trustee. ........................... „.......... „_...•.............. 24
„
Section 9.06.
Section 9.09.
Section 9.10.
N
Appointment of Successor Trustee.„.........„......„... .......,. „.. „ ............. „.... 24
Merger or Consolidation ............ .... ............„...........„ ............... „..., ............ 24
Concerning any Successor Trustee ........................ '
. ............................... 24
ARTICLE X
MODIFICATION OR AMENDMENT OF AGREEMENTS
Section 10.01.
Section 10.02.
Secllon 10.03.
Section 10.05.
Secllon 10.06.
Amendments PIrmilted .............
Procedure for Amendment with •Written Consent of '••' „ ........... 26
Disqu Certificate
fiedCertifi ates......._ .................._....... ............. „............ „.... ..... 26
Ee ors. -4mt Supplemental .............. „ „......... 27
Replacement of Certificates Degveretl
Amendatory Endorsemont of Certilleates ...... ....... .... „............................ 28
ARTICLE XI
Section 11.01
Section 11.02.
Section 11.03.
Section 11.04.
Section 11.05.
Section 11 06.
Section 11.07
COVEIJANTS; NOTICES
Compliance Will and Enforcement of Lease Agreement........,
Observance of Laws and Regulations.... .......... ............................... 29
PrOe9LJllon and Defense of Suits... „,......
ROCeldatl0n and Filing ” " " " " " " " " """"' " ^ °••••••••••• 29
City B- rdgets .............. 0.........„................................... ............................... 30
Fur:ner Assurances ... ......... ..................................... ......„........................ 30
Satisfaction of Conditions Precetlent„ .................... ............................... 30
ARTICLE XII
LIMITATION OF LIABILITY
Section 12.01 Limited Uabllly of City ••••......... .. ....................... ........... ....... .... ......... 31
Section 12.02. No Uabllly of City or Corporation for Trustee's
Penormance ................................ ...............................
Section 12.03 Indemnification of Trustee ” " " """ "' �1
Section 12.04 Limitation of Rights to Parties and Certificate Owners............ „........... 31
ARTICLE XIII
EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 13.01 Assignment of Rights ............................................... ............................_.. 32
Section1302. Rq medies ................ ............................... ................ 32
Section 13 03. A ” " "• ° ° ° °• ° °° •..
Section 13.04. Insillt then of Legal Proceedings .................................. „ ... „....................... 33
S I
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Se ^', '3.05. Non-waiver ... r........._..._. ....... ....... „„_._... .._._......._....._ ............
Sec, : a 13.08. Remedies Not Esclusive...................__.. ............ . .... .. ... .....
SBCI,on 13.07. Power of Trustee to Cc, Irol proceedings
...33
9
......... ......._.•.•
Section 13.08. Umltatlon on CBr011Ca!4 Owners' Rlght to Suer.. ._.._......__ ..............._..
33
d
•'
ARTICLE XN
MISCELLANEOUS
Defea sence-..._ ....................._..._............_............. .................„,..._.......-
35
SSection14.01
ection 14.02. Records
• r
......... ............_-......... r..........._............,. ..................._...........
Section 14.03. Notices
35
............. ».........._._ ........ L._ ....... . ...................................
Section14.04. Governing Law
- 35
...... . ...... ._.._ ........ _.....r......... ..... ...................
Section 14.05. Binding Effect: Successors r... ....._._ ......... ..... _.. ... ...
......._..........
............ 38
38
1
ecdcn 14.08. Execution in Counterparts .......................
........
'
... .... _ ... w ...........................
$action 14.07. Deilver; per Cancelled Certificates
. 38
............ ........ _. ..................._...r....... 38
Section 14.08. Hoatl;rr,. _..._.... ..... ... .................... _ ..... ................ ._.....r_ ...... _ ... ..... 38
Section14.09. Wolver Notice
c
ri
of _ .... ....... ....... - .............. ........ ..... ... ..... ...... .... ........ .._ 38
Section 14.10. Separat•Illty of Invalid Provisions ..... r .................. ......................- ........ 3a
.1
EXHIBIT A: Definitions
EXHIBIT B: Form of Certificates
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• TRUST AGREEMENT � l'
I
OF AMER CA TRUST NATIONALET UST AND December 1, 1988.
ION•a and
nat o alnbanking
association organized and existing under the lows of the United States of America (the
'Trustcel, the RANCHO CUCAMONGA PUBLIC IMPROVEMENT CORPCRAION, a
nonprofit, public benefit corporation organized and existing under the laws of the State
of California (the 'CorporatIO11% and the CIT7 OF RANCHO CUCAMONGA. a "munfcipal
corporation ano general law city organized
California (the - City-); end existing under the laws of the State of
:< WITNESSETH:
'g WHEREAS, the City and the Corporation have entered Into a (case agreement
dated as of the date hereof (the 'Lease Agreement), whereby the Corporation has
agreed to financo,tia¢. actt-.�sition of certain real property for future development by the
City as the Northee'?TCommunity Park (th't 'Sitol, end to lease the Site to the City and
the City has agreed to lease the Site from the Corporation; and
W4CAEAS, for the purpose of oblNning the moneys required to be deposited by
It with the Trustee for financing the acqushlon of the S'te, the Corporation nropcses to
?
n of its consideration of such assignment rights
nd the execution aof his Trust Agreement, the Trustee
has agreed to execute and deliver r,ertirroates of participaVon, each evidencing a
fractional Interest In the lease payments made by the City under the Lease Agreement, to
otn :do the moneys required heroin to be deposited by the Corporation;
NOW THEREFORE, in consideration If the premises and the mutual covenants
contained herein, the parties hereto hereby agree as foi;ows:
C
r
a�
ARTICLE I " 6
DEFINITIONS
Section 1.01 Definitions. The terms defined In Exhibit A attached hereto and by
this reference Inccrporated herein, as used and capitalized herein, shall, for all purposes
Of this Trust Agreement, have the meanings ascribed to them In said Exhibit A unloss the
context clearly requires some other meaning.
,. Section 1.C2. Authorlzatior.. Each of the parties hereby represents end warrants
that it hes full legal authority and Is duly empowered to enter Into thif, Trust Agreement.
and has taken all actions necessary to authorize the execution of this Trust Agreement by
the officers and persons signing k.
Section 1.03. Exhibits. The following exhibits Are ntr rotted to, and by reference
made a part of, th•1 'ust Agreemcit:
` Exhibit A: Definitions.
' Exhibit 8: Form of Cenlficates.
-2- 19 q
• ARTICLE II
THE CERTIFICATES OF PARTICIPATION
Section 2.01 Authorization, The Trustee Is hereby authorized and directed upon
written request from the Corporatlon to prepare, execute and deliver, to the Original
Purchaser, Certificates In an aggregate principal amount of
(S_ evidencing undivided fractional Interests of the Owners thereof In the Lease
Payments.
Section 2.02. Date- payment of Interest. Each Certificate shall be dated as of
December 1, 1088. Interest with respect to the Certificates shall be payable on earn
Interest Payment Date and accrue from the Interest Payment Date next preceding the
date of executlon thereof, unless: M It Is executed as of an Interest Payment Date, In
which event Interest with respect thereto shall be payable from such Interest Payment
Date; or (10 it Is executed after a Regular Record Date and before the following Interest
Payment Date, In wt':' , event Interest with respect thereto shall be payable from such
Interest Payment Date: or 010 It Is executed on or before May 15, 1089, In which event
Interest with respect thereto shall be payable from December 1, 1988; provided, which even
that If, es of the date of execution of any Certificate, interest Is In default with ;aspect tP
any Outstanding Certificates, Interest represented by such Certificate shall be payable
from the Interest Payment Date to which Interest has previously been paid or made
available for payment with respect to the Outstanding Certificates.
Section 2.03 Maturity: Interest Ra-ps. The Certificates shall mature on
December 1 In each of the respective years, and in the respective amounts, except that
no Certificate may have principal maturing In more than one year and Interest
represented thereby shall be computed at thn respective rates, as f011OWS.
Maturity Date Principal Interest
December 7 ) Amount
Rite
1989
1990 ; %
1991
1992
1993
1994
1995
1998
1997
1998
Section 2 04 sh
Int Brest. iflCe!es Interest represented by the Ct all be payable
on each Interest Payment Date to and Including the date of maturity or redemption.
whichever Is earlier, as provided In Section 2.10 hereof. Said interest shall represent the
Portion of Lease Payments designated as Interest and accruing during the sit -month
Period preceding eauh Interest Payment Date with respect to the Certificates. The
tractional share of the portion of Lease Payments daslgnsted as Interest with respect to
any Certificate shall be computed by multiplying the portion of Lease Peymenta
-3•• � L
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designated as principal with respect to such Certificate by the rate of Interest applicable
10 such Certificate (on the basis of a 360 -d3y year of twelve 30 -day months).
Section 2.05. FFrm. The Certificates shall be delivered In the form of �istered Certificates without coupons in the denomination of $5,000 Or
n.uitlple thereof. The Certificates shall be assigned such alphabetical and numerical
designation as shall be deemed any Integral
substantially in the form set forth In Exhibit by the attached he. The Certificates shall be
Incorporated herein. Exhibit t3 attached hereto and b
Y this reference
Section 2.08. Execution. The Certificates shall be erecuted b
the Trustee by the manual signature of an outhonzed Officer or signatory
i7 any officer or Signatory Y end In the name of
officer officer 9 ry whose signature appears on an ce se the be Su So.
signatory before the date of delivery f Y Canals, s ceases at re such
nevertheless be as effective as If the officer or signatory atltremained such Signature gnaturil shall
in office until such
Section 2.07 �
from the sale of it 4olfcation Of Proceeds
--�_• The proceeds received by the Trustee
set aside b ..enificates In the aggregate amount of $
Y the Tru.,ee In the following respective funds and shall forthwith be
aCCOOnta:
s (a) The Trustee shall deposit in the Lease Payment Fund an amount equal to
representing accrued Interest from December 1, 1986, to the Closing Date.
(b) The Trustee shall deposit in the Reserve Fund an amount equal to S
(the Reserve Requirement).
s (c) The Trustee shall deposit In the Deilvery Costs Fund an amount equal to
to $ (d) The Trustee shall deposit the remander amount of aeltl Proceeds In an am
. In the Acquisition Fund. p equal
Section 2 08 Trannfor and E_ x�n�a
far Transfer The registretlon of an
with its terns, be transferred upon the geglstratior. Bookya by the person may, In accordance
It c registered, In person or b) hi: attorney duty outhonzed in person in whose name
such Certificate for car,;. or b)n at the Principal Co writing upon surrender of
TruS:e
accompanied by delivery of a written Instrument of transfer Trust at form Office p the Trustee,
Trustee, duly executed. Whenever any Certificate Or Certificates shall be surrendered for
registration of transfer the 7 approved by the
r e iStr atop fo• hAe a Trustee shall execute and deliver a new Certificate
ggregate principal amount In authorized denominations. cafe nr
(b) Exchange 0f Cartifcates
COIpOrAtB That Df(ICa Of t -- '1�Trustee •far aeke les may be exchanged at the Principal
Of other authorized denominations of the sam maturity aggregate principal amount e/ r Certificates
governor by the Certificate Owner requeslin maturity, The Trustee may require the
governmental charge r�quued to be field with respect to suchaexchanf exchange.
any tax or other
-4- G /
•
. Section 2.09. Certificates Mutilated. Lost. Destroyed or Stolen. If any Certificate
shall become mutilated, the Trustee, et the expense of the Owner of said Certificate,
shall execute and deliver a new Certificate of like tenor, maturity and amount In
E, ^ange and substitution for the Certlficate so mutilated, but only upon surrender to the
T;te tee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the
Trustee shall be cancelled by it and destroyed with a certificate of destruction furnished
to the City. It any Certificate shall be lost, destroyed or stolen, evidence of such loss,
destruction or theft shall be submitted to the Trustee, and, If such evidence Is
satisfactory to the Trustee and if an Indemnity satisfactory to the Trustee shall be given,
the Trustee, at the expense of the Certificate Owner, shall execute and deliver a new
Certificate of like tenor, maturity and amount and numbered as the Trustee shall
determine In lieu of and In substitution for the Certificate so lost. Destroyed or stolen.
The Trustee may require payment of the expenses which may be Incurred by the Trustee
In carrying out the duties under this Section 2.(3. Any Certificate executed and delivered
under the provisions of this Section 2.09 In lieu of any Certificate alleged to be lost,
Destroyed a stolen shall be equally and fractionally entitled to the benefits of this Trust
Agreement with all other Certificates secured by this Trust Agreement. The Trustee shall
not be required to d)�it both the original Certificate and any replacement Certificate as
being Outstanding tir;itha purpuse of determining the principal amount of Certificates
which may be executed and delivered hereunder or for the purpose of determining any
percentage of Certificates Outstanding hereunder, but both the original and replacem*
Certificate shall be treated as one and the same. Notwithstanding any other provision of
this Section 2.09, in lieu of delivering a new Certificate which has been mutilated, lost,
destroyed or stolen, and which has matured or has been called for redemption, the
Trustee may make payment with respect to such Certificate upon receipt of the
aforementioned Indemnity.
Section 2.10. Payment. Payment of Interest due with respect to any Certificate
on any Interest Payment Date shall be made to the person appearing on the Registration
Books as the Owner thereof as of the Regular Record Date Immediately preceding such
Interest Payment Date, such Interest to be paid by check or draft mailed by first class
mall to such Owner at his address as It appears on the Registration Books. The principal
and redemption premium of any) payable with respect to any Certificate shall be paid
upon presentation and currender thereof at the Principal Corporate Trust Uffice of the
Trustee. Both the principal and Interest and premium of any) with respect to the
Certificates shalt be payable in !awful money of the United States of America.
Section 2.11 Execution of Documents and Proof of Ownership. Any request,
direction, consent, revocation Of consent. or other instrument In writing required or
permitted by this Trust Agreement to be signod or executed by Certificate Owners may
be In any number of concurrent Instruments of Similar tenor, and may be signed or
executed by such Owners In person Or by their attorneys or agents appointed by an
instrument m writing for that purpose. or by any bank, trust company or other depository
for such Certificates. Proof of the execution of any such Instrument, or of any Instrument
appointing any such attorney or agent. and of the ownership of Certificates shall bo
sufficient for any purpose of this Trust Agreement (except as otherwise herein prcvlded).
if made In the following manner*
(a) The fact and date of the execution by any Owner or his attorney or agent of
any such Instrument and Of any Instrumrnt appointing any such attorney or agent, may
"5- B 1
be proved by a certificate, which reed not be acknowledged or verified, of an officer of
lt^ any bank or trust company located within the United States of America, or of any notary Y1^
?' public, or other officer authoriieo to take acknowledgments of deeds to be recorded in . U
suc'glurisdictions, that the persons signing such Instruments acknowledged before him
f- the4k'acutlon thereof. Where any such Instrument is executed by an officer of a
corporation or association or a member of a partnership on behalf of such corporation,
association or partnership, such certificate shall also constitute sufficient proof of his
authority.
(b) The fact of the ownership of Certificates by any person and the amount, the
maturity and the numbers of such Certificates and the date of his holding the same shall
be proved by the Regis'aation Books. -
Any request or consent of the Owner of any Certificate shall bind every future
Owner of the same Certificate In respect of anything done or suffered to be done by the
Trustee pursuant to such request or consent.
Section 2.12. Registration Books The Trustee shall keep or cause to be kept, at
Its Principal COrpgra'r,S,Stust Office, sufficient records for the registration and reg stration
of transfer of the Cei� Rastas, which shall at all reasonable times be open to Inspection
by the City and the Corporation during regular business hours with reasonable pdgr
notice; and, upon presentation for such purpose, the Trustee shall, under su(P
reasonable regulations as It may prescribe. register or transfer or cause to be ragistered
or transferred, on the Registration Books, Certificates as hersinbefore,provided.
11
5�
ARTICLE III
ACOUISITION FUND
AND DELIVERY COSTS FUND
Section 3.01 Acnulslt` IOnd The Trustee shall establish a special fund
designated as the •ACquisitlon Fund -: shall keep such fund separate and apart from all
other funds and moneys held by It: and shall administer such fund as Provided herein and.
In the Lease Agreement. There shall be deposited in the Acquisition Fund from the
Section d2 07(d) hereof and any therr amounts Ir required to m time tot me deposited With he Trustee Pursuant to
for such purposn as may be Identified In writing to the Trustee.
Section 3.02. Payment of AceuCoc�>s
(a) Amounts in the Acquisition Fund shell be disbursed for Acquisition Costs.
Disbursements from '-No Acquisition Fund shall by made by the Trustee upon receipt of a
sequentially number.., <•requisitfon requesting disbursement execu
City Representative. each such certificate shall; tetl or approved by a
M set forth the amounts to be disbursed for payment or reimbursement of
Previous payments Of Acquisition Costs and the person or persons to
amounts are to be disbursed; whom said
• (10 state that the amounts to be disbursed constitute Acquisition Costs,
that said amounts are requlrey 10 be disbursed pursuant to a contract entered
Into therefor by or on behalf of the Corporation or the City, or were necessarily
and reasonably Incurred; and that said emounta are not being paid In advance of
he time, if any, fixed for payment;
010 state that no amount set forth In the certificate was Included in any
certificate requesting disbursement prevloi+siy filed with the Trustee pursuant to
this Section 3.02;
used forva
) state Privateh Business Use or to make orPfinance 01oane(other then at loan constituting a NonpurposP Investment or assessment) to other than a state or be
local governmental unit;
(v) state that there has been compllance with Sections 5.11 and 5.12 of the
Lease Agreement relating to the Private Business Use limitation and the private
loan limitation; and
(vi) state that the amount remaining It,, the Acquisition Fund, together with
interest earnings thereon or expected to be deposited therein, will, after payr „ent
Of the amount set forth In the Certincoto requesting disbursement. be sufficient to
Pay all remaining Acquisition Costs as then estimated. It any,
-7-
(b) Notwithstanding the foregoing, no disbursements shall be made with respect
to the acquisition of the Site until the City shell cause to be deposited with the Trustee
the title Insurance policy with rasped thereto required pursuant to Section 5.6 of the
Leas greement.
(c) The Trustee Is hereby directed that all unexpended moneys remaining In the
Acquisition Fund and not Identified In writing by a City Representative to be required for
payment ament Fund and applied lasshall,
a credit against Sutcceediing Lease rPasymen s as the rsar same
sha!I become due.
Section 3.03. Delivery Costs Fund. The Trustee shall establish a special funo
designated as the 'Delivery Costs Fund'; shall keep such fund separate and apart from
all other funds and moneys held by It; and shall administer such fund as provided, herein
and in the Lease Agreement. There shall be deposited in the Delivery Costs Fund the
proceeds of sale of the Certificates required to be deposited therein pursuant to 5ecton
2.07(c) hereof and any other funds from time to time deposited with the Trustee `or suc;t
purpose and Identified In writing to the Trustee.
y.,,
.,
Section 3.04. P29'nent of Delivery Costs. The moneys In the Delivery Costs Fund
shall be disbursed to pay the Delivery Costs, upon the written ordor of a City
Representative executed and dalivered to the Trustee directing such disbur •rnments.
The Trustee shall disLurse moneys In the Delivery Costs Fund only upon s receipt
of a sequentially numbered requisition signed by a City Representatitli setting forth the
amounts to be disbursed for payment or reimbursement of Delivery r;osts and the name
and address of the person or persons to whom sold amounts are to be disbursed, staling
that the amounts to be disbursed are for DeJvery Costs property chargeable to the
Delivery Costs Fund.
The Trustee shall be responsible for the safekeeping and Investment of the
moneys held In the Delivery Costs Fund, the payment thereof In sct.,ordarce with this
Section 3.04, out the Trustee shall not be responsible for such requisitions.
Moon written notice from a City Representative that all Delivery Costs have teen
paid, but In no event later than June 1 INN. the Trustee shall transfer any moneys then
remaining In the Delivery Costs Fund to the Acquisition Fund (or to the Lease Payment
Fund. If the Acquisition Fund had been previously closed, and applied as a credit against
succeeding Lease Payments as the same shall become due), the Delivery Costs F• .r
Shall be closed and the Trustee shall no longer be obligated to make paymw.ut to
Delivery Costs
-8- 0
• ARTICLE IV
REDEMPTION OF CERTIFICATES
Section 4.01 Redemption.
(a) ¢p0onal Redemerinn
1993, are not subject ect�ional r The Certificates maturing on or before December 1,
on and after December 1P redemption prior to maturity, The Certificates maturing
Interest Payment D 1M• are subject to redemption In whole or in
Interest at ate (but not In a total redemption amount of 1 Part on a,In
Principal any one time) In Inverse order of maturity and by lot within a maturity on pr
after December 1, 1893' at the principal amount with respect thereto, together with the
Premium set forth below rerpressed as a percentage of the total principal amount to be
redeemed), together with accrued Interest unpaid will• respect thereto to the date fixed
for redemption, from the pruceeds of cptional prupaymentr, of Lease Payments made by
the City pursuant to the Lease Agreement:
Erensvment Dates
December 1, 1993 and June 1, 19N
December 1, 1994 and June 1, 1995
December 1, 1995 and June 1, 1986
December 1, 1996 and June 1, 19P'
December 1, 1997 and each June 1
and December 1 thereafter
Premium Paid Wlth Respect to
the Maturity Date of
any Redeemed Certificatus
1994 1997 anF
1895 1886 thereafter
'h% 1 % 1'h%
0 If'
0 % 1
0 ,h
(b) Redemption From Net Proceeds of Insurance and Condemns tien u The
Certificates are sublect to mflntlfltory retle"P- tl0 In whole on a
Interest Payment Date proponlonale among maturities end nY date, or In pan on any
from the Net Proceeds of en Insurance or condemnation awartlyto lot theiaxtent craedttetl
towards the Preps yment of the Lease Payments by the Clp' pursuant to Section reds of
the erred AgraemenL at a redemption price equal to the pri ncipal amount thereof to be
redeemed together with accrued Interest to the date fixed for redemption, without
premium
Section 4.O2, Selection RE C¢rtificates for Redem tion. Whenever provision Is
made In this Trust Agreement fOr �e
the tl¢mptl00 of
Outstanding Certificates are called for redemption, the Trustee eshall Select C than all
for redemption from the Outstanding Certificates not ct Certificates
such that the scheduled payments of Previously called for redemption
Ren'm Period correspond to the principal represented by the Certlficato3 In each
Pursuant Lease Payments followin the ech lduled payments of the principal components of the
pursuant to Sections 10.2 or 10.3 otrth¢onding Prepayment of the Lease Payments
Section 4 4(b) of the Lease Agreement, as determined pursuant to
Lease Agreement. The Trustee shall select Certificates for
-9- G I
redemption within a maturity by lot or In any other manner which the Trustee shall, In Its •
sole discretion, deem appropriate and lair For the purposes of such selection,
Ce- ficates shall be deemed to be composed of $5,000 portfors, and any such portion
m, �e separately redeemed. The Trustee shall promptly notify the City and the
Coiporatlon in writing of the Certificates so selected for rcdemptlon.
Section-,.03. Notice cr Pedemotlon.
(a) Official Notice. Unless waived by any Owner of Certificates to be redeemed.
official notice of any such redemption shall be given by the Trustee on behalf of the City
by mailing a copy thereof by first class mail at least thirty (30) days and not more than
sixty (60) days prior to the date fixed for redemption to the Owner of the Certificate or
Certllicetes to be redeemed at the address shown on the Registration Books.
All official notices of redemption shall be dzted and shall state: (q the redemption
date, (10 the redemption price, 010 If fewer than ell Outstanding Certificates are to be
redeemed, the Certificate numbers (and. In the case of partial redemption, the respective
Principal amounts) r;�„'ne Certificates to be redeemed, (Iv) that on the redemptlor date
the redemption pricb a M become due and payable upon eacn such Jzrtlficate or portion
thereof called for redemption, and that Interest with respect thereto shall cease to accrue
from and after said date, and (v) the place where such Certificates are to be surrender
for payment of the redemption price, which place for payment shall be the PrincI al
Corporate Trust Office of the Trustee.
Prior to any redemption date, the City shall deposit, o. cause to be deposited, •
with the Trustee an amount of money sufficient to pay the redemption price Of all the
Certificates or portions of Certificates which are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Certificates or
portions of Certificates so to be redeemed shall, on the redemption date, become due
and payable at the redemption price therein specified, and from and after such date
(unless the City shall default In the payment of the redemption price) interest with respect
to such Cenfricates or portions of Certificates shall cease to be payable. Upon surrender
Of such Certificates for redemption In accordance with said notice, such Certificates shall
be paid by the Trustee at the redemption price. Installments of Interest due on or prior
to the redemption date shall be payable as herein provided for payment of Interest. All
Certificates which have been redeemed shall be cancelled and destroyed by the Trustee
and shall not be reissuhd.
Fniluro by any Owner to receive notice as hereinabove provided shall not affect
the validity of any such redemption.
(b) Further Notice. In addition to the foregoing notice, further notice shall be given
by the Trustee as set forth In this subsection (b), but no de,ect In said further notice nor
any failure to give all or any portion of such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof Is given as prescribed In
subsection (a) above. Each further notice of redemption given hereunder shall contain
the Information required above for an official notice of redemption plus (A) the CUSIP
numbers of all Certificates being redeemed; (B) the original date of execution and
delivery of me Certificates; (C) the rate of Interest payable with respect to each
-to- Cl 'L
y..
Certificate being redeemed;,(D) the maturity date of each Certificate being
C
and (E) any other descriptive information needed to Identify accurately the. Certificates
being redeemed. Each further notice of redemption shall be sent. at least thlay= fivi (35)'-,t'-
da tore the rademptibri'date., by, telecopy. registered. �ertlfied or overnight,mail to
all%T&tles Depositories and to at loist one Information Service. Upon the payment of
the `r9amption price of Cert1ficates''being redeemed, each check or other transfer of
funds Issued for such purpose shall, to the extent practicable. bear or Indicate the CUSIP
wimber Identifying. by Issue and maturity, the Certificates being iedecrriicl with the
proceeds of such check or other transfer
Section 4,04. Partlai Redemption of Certificate Upon surrender of any Certificate
radeb,ned In part only, the Trustee shall exactas and deliver to thio-iliter theieof,'at the
expense of the City, a neWCirtiftate'or Certificates of autliorlieddenonnliiatlons:equial
In aggregate principal amount to the ucredeenned portion of thit,Certlfl6te suirrenderbd
and Of the SAM Interest rate and the same maturity.
Section 4.05. Purchase of'Cet1fL_)&11s_. 16 Ifeu of,redemptlon.otCordficates as
provided In this Article amounts h;Td by.the Trustee to( such redemption may also be
used at any rime, up. Ihe wiitten request of.a-City Representative, for the purchase of
Certificates at publiag5r'pilvate: sale as and when'-ind at such prIcir'(Incluaing
J4 brokerage, soured Interest and Other chatges)'as the City mayAn Its discretion direct.
Pad not to exceed the rcdemlitlon'price which,would be Payable If GUCh Certificates war
redeemed at that time rather than purchased.- The aggregate ptincipal- amount, op
Certificates of the some maturity purchased In Deb of redemption pursuant to this Section
4.05 shall not exceed the aggregate princlpil amount of Certlficatesiif'such maturity
Which Would otherwise be subject to such redemption. Remaining moneys, If any, shall
be deposited In the Lease Payment Fund.
E
_11- Lls
ARTICLE V
LEASE PAYMENTS; LEASE PAYMENT FUND °
Sections 01. Assipnmont of Riohr In r
the Assignment Agreement, transferred, assigned and set over t othe rust eticertain of has. in
Its fights and dutfes In the Lease Agreement, Including but not limitetl to all Of the
Corporaif Is fights to receive and collect all of the Lease Payments
amounts required to be deposited In the Lease P and all otter
ayment Fund pursuant to the Lease
Agreement or pursuant hereto. All Lease Payments and such other amounts to which
the Corporation may et any time be entitled shall be paid directly to the Trustee and ell
of the Lease Payments collected or received by the Corporation shell be deemed to be
held and to have been collected or received by the Corporation as the agent of the
Trustee, an If received by the Corporation at any time shall be deposited by the
Corporation with the Trustee within one Business Day alter the receipt thereof, and all
Bach Lea so Payments and such other amounts shall be forthwith deposited by the
Trustee upon the ,eipt thereof In the Lease Payment Fund (except as provided In
Section 8.061 hereof,
Section 5.02. Establishment of Lease Pa ment Fund. The Trustee shall estabteh
a
deposited by designated he the 'Lease Payment Fund' All moneys at any time
for th fed benefit the Trustee w the Leese Payment Fund shalt be held by the Trustee in trust
for the ben, nt th the Owners r the Certificates. So long as any Certificates are
Outstanding, In neither the City nor the Corporation shall have any beneficial right or
provided rInt tthii Lease
Trust Agreement. to and such moneys shall iteusedrantl applied eceponly as •
Trustee as hereinah ;at forth. by the
Section 5.03. Qel3OsitS. There shall be deposited In the Lease Payment Fund all
Lease Payments received by the Trustee (except as provided In Section 6.04 herW.
Including any moneys received by the Trustee for deposit therein pursuant to Sect;ons
2.07(a). 4 01, Sol or Art de VII hereof, or Article X of the Lease Agreement, and any
other moneys required to be deposited therein pursuant to the Lease Agreement or
Pursuant to this Trust Agreement.
Section 5.04. Apoticetlon of Monevc
shall be used and withdrawn by thTrustee solely for the Purpose eof Lease Payment Paying the principal.
interest and redemption premiums Of any) with respect to the Certificates as the same
shall become due and payable. In accordance with the provisions of Article If and Article
IV hereof
redemption
t ens 05 Surplus. Any surplus remaining In the Lease Payment Fury, after
interest fit an payment In full of all Certificates Including premiums and accrued
provision for sucanreCe yment of any applicable fees and expenses of the Trustee, or
Trustee shall be withdrawn b payment having been made to the satisfaction of the
Y the rushee and remitted t0 the City
•
-12- (/�
ARTICLE VI
• RESERVE FUND
Section 6.01 Establishment of Reserve Fund. The Trustee shall establish rr
special fund designated os the 'Reserve Fund.' All moneys At any time on deposit In the
Reserve Fund shall be held by tha Trustee In trust for the benefit of the Owners of the
Certificates and applied salefr as provided herein.
Section 6.02. Deposits. There shall be deposited and maintained in the Reaerve
Fund from the proceeds of the sale of the Certificates an amount equal to the Reserve
Requirement. in accordance with Section 2.07(b). Moneys in the Reserve Fund shall be
held In trust as a reserve for the payment when due of all the Lease Payments to be paid
pursuant to the Lease Agreement.
Section 6.03. Transfers of Excess. The Trustee shall, on each Interest Payment
Date pnor to the Completion Date, transfer any moneys In the Reserve Fund then In
excess of the Reser -,r Requirement to the Acquisition Fund, and attar .. a Completion
Date shall transfer Any such moneys to the Lease Payment Fund to be credited to the
Lease Payments next coming due and payable.
Section 6.04. Application In Event of Deficiency In Lease Payment Fund. If on
any Interest Payment Date, the moneys available fn the Lease Payment Fund do not
e equal the amount of the principal and Interest and redemption premiums Of any) with
respect to the Certificates then coming due and payable, the Trustee shall apply the
moneys available In the Reserve Fund to make dWinouent Lease Payments on behalf of
the City by transferring Me amount neces ary for this purpose to the Lease Payment
Fund Upon receipt of any delinquent Lease Payment with respect to which moneys
have been advanced from the Reserve Fund, su0 Lease Payment shalt be deposited In
the Reserve Fund to the extent of Such advance.
91
Section, 6.05. Transfer To Make All Loam Payments. If on any Intermn Payment
Data. the moneys on deposit In the Reserve Funtl end the Lease Paymett Fund 4n
addition to an amounts set aside therein for payment of principal. Interest and
redemption premium, If any, with respect to Certificates theretofore redeemed or
-rr Mured but not presented for payment) are sufficient to pay all Outstanding Cart ficates,
including all principal, interest and mdemption premiums Of any), the Trustee shall, upon
the written direction of a City Representative, transfer all amounts then on deposR In the
Reserve Fund to the Lease Payment Fund to be applied to the payment of the Leave
Payments on behalf of the City. and such moneys shall be distributed to the Owners of
Certificates in accordance with Axtlole 11 of this Trust Agreement. Any amounts
remaining in tie Reserve Fund upon payment In full of all Outstanding Certificates, or
upon provision for such payment as provided In Section 14.01, shall be withdrawn by the
Trustee and paid to the City.
-13 S
ARTICLE VII •
INSURANCE AND CONDEMNATION FUND;
INSURANCE; EMINENT DOMAIN
SKtlon 7.01
uesrrucuon of any part of the Site colrected by the Clty In the event of any such accident to or
or destruction e Agreement shall be Pao to :he Trustee by the City pursuant to Section 6.2(aj of the
Lease Agreement and deposited by the Trustee prompty upon receipt thereof In a
special fund designated as the 'Insurance and Condemnation Fund.' If the City
determines and notilles the Trustee In writing of Its detemtlnatlon, within ninety (90) days
following file date of such deposit, that the replacement, repair, restoration, modiflca:lon
or Improvement of the Site is not economically feasible or In the bast Interest of the City.
Mom such Not Proceeds shall be promptly transferred by the Trustee to the Lease
Payment Fund and aPOINC! to the prepayment of Lease Payments pursuant to Section
103 of the Lease ,.teemenk provIded, Atvevw, that la the event of damage or
destruction of the Sna In full, such Net Proceeds may be transferred to the Lease
Payment Fund only If sufficient, together with other muneys evsilablo therefor, to cause
the prepayment of the principal components of all unpaid Lease Payments pursuant to
Section 10.3 of the Lease Agreement. All Net Proceeds deposited In the Insurance and
Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied
to
damaged or the prompt replacement, repair, restoration, modification or improvement of the
satisfactory to the rTrusteeosigned byta City lR presentative Stating with taspect to leach
Paymc ^' in be made (I) the requisition number, (IQ the name and address of the person.
firm or corporation to .;� ^m enyment Is due, gil) the amount to be Palo and (Ivr :hat each
obligation mentioned therein has pwn PIZPP +. Incurred, Is a proper charge against the
Insurance and Condemnation Fund. has not been the udsu of 3nv previous withdrawrl,
and specifying In reasonable detail the nature of the obligation. OCCOmpen,ed by n hill or
a statement of account for such obligation. Any balance of tho Net Proceeds remaining
after such work has been completed shall be paid to the City.
Section Sl te A`209tlon of Net Proceeds of Eminent Dome in Award. if all 0,
any part of the a Si shall be taken by eminent domain proceedings (of Sold to a
government threatening to exercise the power of eminent domain) the Net Proceeds
therefrom shall be deposited with the Trustee In the Insurance and COnU6mn3tlon Fund
Pursuant to Section 0 2(b) of the Lease Agreement and shall be applied and disbursed by
the Trustee as follows:
(a) If the City has given written notice to the Trustee of Its determination that (Q
such eminent domain proceedings have not materially affected the use of the Site or the
ability of the City to meet any of its obligations under the Lnase Agreement, and (IQ that
such Proceeds are tit needed for repair or rehabilitation of the Sito, the City shall so
certify to the Trustee and the City has given written notice to the Trustee of such
n
determination, the Trustee. at the City's request, shall transfer such proceeds to the
ited pursuant aoSectonnd163 of thee Lease tAgreeme to antl appliedt to theeedempton of
Certificates In the manner Provided in Section 4 01(b) hereof
-14 6--1 (
!i
-15- q \
(b) If the City has given written notice to the Trustee of Its determination that (p
4.
'
such eminent domain proceedings have not materially affected the use of the Site or the
ability of the City to meet any of Its obligations under the Lease Agreement, and gq such "
rlm eeds are needed for repair, rehabilitation or replacoment of the Site, the City shall so
�,:lfy
to the Trustee and the Twstee, at the City's request, shall pay to the City, or to its ;
order. from se!d proceeds such amounts as the City ma) expend for sU repair or
rehabilitation, upon the tiling with the Trustee
of requisitions of the City Reprssentative In
the form and containing the provisions set forth In Section 7.01
L•
*'
(c) If (q less than all of the Site shall have been taker, In such'ominerit domain `
7r'
proceedings or sold to a govemmont threatening the use of eminent domain powers, and
If the City has given wrltten notica to the Trustee of Its determination
^,
that such eminent
domain proceedings have rpetedahp affected the use of the Site or the sblllty of the City
t
to meet any of Its obligations under the Lease Agreemert or (ID all of the Site shall have
been taken In sech eminent-domain proceedings, then the Trustee shall transfer ouch
vproceeds
to the Lease Payment Fund to be credited toward the prepayment of Lease
Payments to
pursuant Section 10.3 of the Lease ,agreement and applied to the
redemption of CerUticates In the manner provided In 4.01(b) hereof.
>i
(d) In making any determination under this Section 7,02, the City may obtain, but
shall not be required to obtain, at Ile expense, the roport of an Independent engineeeg�or
other Independent professional Consultant, a copy of which shell be filed withRha
1 rustee. Any such determination by the City shall be final.
' •
Section 7.07. C000erat!on. The Co�poratlon and the Trustee sha!1 cooperate fully
with the City at the expense of the City In filing
any proof of loss with respect to any
Insurance policy maintained pursuant to Article V of the Lease Agreement and in the
prosecution or defense of any prospective or pending condemnation proceeding with
respect to the Site or any portion thereof. The Trustee shalt not be obligated to join In
such action If it believes It will be exposed to liability or has not been Indemnified to Its
satisfaction from any loss, liability or expense Including, but not limited to, attorneys'
fees.
!i
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ARTICLE VIII •
MONEYS IN FUUDS; !NVESTMENT
Section 8.01. Held In Trust. The moneys and Investments held by the Trustee
under this Trust Agreement are Irrevocably held in trust for the benefit Of the owners of
the Certificates and for the purposes herein specified, and such moneys, and any Income
or Interest earned thereon, shall be expended only as provided In this rrust Agreement,
and shall not be subject to levy or attachment or Ilen by or for the benefit of any aeditor
of the Corporation, the Trustee, the City or any Owner of Corlhcates.
Section 8.02. Investments Authorized. Moneys held by the Trustee hereunder
shall. upon written order of a City Representative, be Invested and reinvested by the
Trustee, to the maximum extent practicable, In Permitted Investments. If a City
Representative shall fall to so direct Investments, the Trustee shall Invest the effected
moneys In Permitted Investments described In paragraph (h) of the definition thereof A
City Representative Tny, by written ardor filed with the Trustee, direct such Investment of
moneys held by th+ Trustee In apecific Permitted Investments. Such Investments, It
registrable. shall be registered In the name of end held try the Trustee or Its nominee.
The Trustee may purchase or sell to Itself or any ah"711ate, as principal or agent,
investments authorized by Pils Section 8.02. Such Investments and reinvestmeits stall
be made giving full consideration to the time at which funds are required to be avallable.
The Trustee may act as purchaser or agent In the making or disposing of any investment.
Section 8.03. Accounting. The Trustee shall furnish to the City, at least monthly.
an accounting which may be In the form of Its customary accounting statements of all
Investments made by the Trustee. The Trustee shall not be responsible or liable for any
loss suffered In connection with any Investment of funds made by It in accordance with
Section 8.02 hereof
Section 8.04. Allocation of Earnings. Subject to the provisions of Section 8.07
hereof all interest or Income received by the Trustee on Investment of the Lease
Payment Fund hereof shall, prior to the Completion Date, be transferred to the
Acquisition Fund and thereafter shall be retained In the Lease Payment Fund and be
applied as a credit against the Lease Payment due from the City pursuant to the Lease
Agreement on the Lease Payment Date fallowing the date of deposit. Subject to the
Provisions of Section 8.07 hereof, all Interest or Income received by the Trustee on
investment cd the Reserve Fund shall be retained In the Reserve Fund In the event that
amounts on deposit In the Reserve Fund are less than the Resume Requirement. In the
event that amounts then on deposit In the Reserve Fund equal or exceed the Reserve
Requirement such Interest or Income shall, on each Interest Payment Date prior to the
Compietion Dale, be transferred to the Acquisition Fund and thereafter shall be
transferred on each Interest Payment Date to the Lease Payment Fund and applied as a
credit against the Lease Payment due by the City pursuant to the Lease Agreement on
me Lease Payment Date following the date of deposit. Transfers to the Acquisition Fund
or the Lease Payment Fund from the Reserve Fund shall be made by the Trustee on or
prier to each Lease Payment Date All interest or Income !i the Acquisition Fund shall be
retained in the Acquisition Fund until the Acquisition Fund Is closed pursuant to Section
3 05 hwaof All interest or Income In the Delivery Costs Fund shall be retained in the
-16- 9(;�
QP11Y0ry Costs fund until the Delivery Costs Fund is closed Pursuant to Section 3.04
hereof.
Investments. For the Purpose of
:n 8,05, Valuation end Dis asltlti OI The TNCee may sell at
fund, sit Permitted Investments) The to such land t s
determ.umy the emovnt In anY resont for r accrue on, any
Permitted Inventmont so
be vs by the Trustee at cost (exclusive of accsueb intean Order to provide moneys to
the best 0600 0 - stble, e p
purcnasod by the Trustee whenever It withdrawal aw l of shall not be liable or responsible
meet any required payment, transfer, withdrawal Trustee disbursement from the fund to Witch
such Permitted Investment is credited, and the
for any loss resadng from any filch Permitted investment.
No Arbltra a The City shell not take, Or Parted Or cellos of be
action wllh respect to the Gross °rocoes of the
Section 806 • been reasonably exP°cted to have been taken, or
takon by the Trustee O' otherwise, any
CoruBcate9 whlCh it such action had a,bttraRa bonds within the meaning of
had been dwl'ic ately end action taken, on the Closing Data would have taus
the Certificates or the Lease Agreement to be '
section 14818) of the Code and fegulatlons.
Rt ,am of Excess investment Eamn stn Untied Stets, tee as
Section 8.07 created. to b° held by the Tie
There are hereby the Trustee under this
(e) Creatlo Rebate Fund. All Interest oa";Tee end,.
separate fund$ distinct from ell other funds and accounts held �Y ant Fund (except
Trust Agreement the Earnings Fun o11ts on amounts In the Lease payment
profits on amounts .n el! tunas and nisouna amount, In th Ueaf this(Se ton 8907 it
Bit (b) of the de8nitlan of Gross Proceeds) and In
other than (1) interest earnings in cis uses P lip
n subsecdon (c)(4• than 5100.000,
for amounts referenced In clauses ( Se ate Celcula[lon Period are le:,s
any other accounts and funds referenced
interest earnings and Profits In any
merest earnings and P profits on the Rebate Fund, shall. interest upon rest Pro on amounts In funds and accoume which do not constitute
the City shall,
Earnings Fund. In addition, all
Gross proceeds, ans (1511betd deposited Inns the P
receipt by profile On Gross for deposit In the ate C31culatlon
Proceeds in funds and Be'ounlIt held Y
earnings re and P the City to the Truster• of each Rebate .
Paid by ds 8 following the last day to the Rebate Fund for
upon receipt, n t P live (251 y the Earnings Fund Investment
Annually. within twenty- the transfer
Period. the Trustee shall transfer from Following
aAlculedy described In this Section 8.07 remaining to
purposes Of ultimate rebate to the United States stee shall transfer 8" amounts remain ng In
Earnings. all as more P
referenced
In the ore Pang sent°nua. the fund has been close Pursuant meats
the Earnings Fund to the Acquisition Fund or It such manta recoived from the �'ry
ur ose, Lease payments Section next to the Lease ,for such tpurp se. so transferred.
tit o1 Leese
on the next Due Date end, for such P
i snail be credited by an amount equal Investment Earnings
shall calculate Excess a meet olvah
(b) Outles of Cd in Gonerai. The City to the Untied States in accordance
in accordance with subsection (c) OI this Section he and snail assure p
amount equal to Excess Investment Earnings
suosections (d) end la) of this Section 8.07
-17-
(c) Calculation of Excess Investment Eaminas. within twenty (20) days following •
the last day o1 the first Rebate Calculation Perlotl, the City shall calculate, or shall cause
" to be ealeulat3d. end shall provide written notice to the Trustee of, the Excess
Ir- rstment Earnings referenced In paragraph (a) of the definition of Excess Investment
E. ins. Thereafter, within twenty (20) days following the last city of each Rebate
Caiculatlon Period and within fifty (50) days following the date of the payment of Lease
Payments and the Certificates In full, the City shall calculate, of shall cause to be
calculated, and shalt provide written notice to the Trustee of, the atiount of Excess
Investment Earnings. Solid calculations shall be made or caused to be +ade by the City
In accordance with the following:
(1) Except as provided In (2), in determining the amount described In
paragraph (a)(1) of the definition of Excess Invosiment Earnings, the aggregate
amount earned on Nonpurpose Investments shall Include M all Income realized
under federal income tax accounting principles (whether or not the parson earning
such Inconte Is subject to federal Income tax) with respect to such Nonpurpose
Investments and with respect to the reinvestment of Investment receipts from
such Nonpurpose Investments (without regard to the transaction costs Incurred In
acquiring, cc(k(rng, selling or redeemu.g such Nonpurpose Investments). Including,
but not IimiCJ0,to, gain or loss realized on the disposition of such Nonpurpose
Investments (without regard to when such gains are taken Into account under
section 453 of the Code relating to taxable year of Inclusion of gross Income).
Income under section 1272 of the Code (relating to original Issue discount) and (io
any unrealized gain or loss as of the date of payment of Lease Payments and
Certificates In full Ito the event that any Nonpurpose Investment is retained after
such data.
(2) In determining the amount described In paragraph (a) of the definition
of Excess Investment Earnings, Investment Property shall be treated as acquired
for its fair market value at the time It becomes a Nonpurpose Investment. so that
gain or loss coo the disposition of such Investment Property shall be computed
with reference to such fair market value as Its adjusted basis.
(3) In determining the amount described In paragraph (b) of the definition
of Excess Investment Earnings. all Income attributable to the excess described In
Paragraph (a) of said definition shall ba taken loin account, whether or not that
, ncome "reeds the Yield of the Lease Agreement, and no amount may he
treated as 'negative arbitrage.'
(4) In determining the amount cr Excess Investment Earnings. there shall
be excluded any amount earned on any fund or account which Is used primarily to
achieve a proper matching of revenues and payments with respect to the
Certificates within each Rebate Calculation Period and which is depleted at least
once a year except for a reasonable carryover amount not In excess of the greater
of one year's earnings on such fund or account or one - twelfth (1/12th) of arnual
Lease Payments, as well as amounts earned on said earnings, if the gross
earnings on all such funds and accounts for the Rebate Calculation Period is less
than $100.000.
EA
-18- 1 o--D
(d) Payment to the United States. The City shall direct the Trustee to pay from
the Rebate I'und an amount equal to Excess im estment Earnings to the United States In
Installments with the first payment to be made not later than thirty (30) days after the end
of the 111111 (5th) Rebate Calculation Period and with subsequent payments to be mado
_i later than every five (5) years after the preceding payment was due. The City shell
unsure that each such Installment Is in an amount equal to at least ninety percent (110 %)
of the Excess Investment Earnings as of the end of the Rebate Calculation Period
Immediately preceding the. date of such payment. Not later then sixty (80) days after the
date of payment of Lease Payments and Certificates in full, the City shall, direct the
Trustee to pay from the Rebate Fund to the United States one hundred percent (100 %) of
the theretofore unpaid Excess Investment Earnings. In the event that there are any
amounts remaining In the Rebate Fund following' lho payment required by the preceding
sentence, the Trustee shall pay said amounts to the City to be used for any lawful
purpose of tue City. The City shall direct the Trustee to remit payments to the United
States at the address prescribed by the applicable Regulations as the same may be from
time to time In effect with such reports end statements as may be prescribed by such
Regulations. In the event that. for any reason, amounts in the Rebate cund are
Insufficient to make the payments to the United States which are required by this
subsection (d). Ke4lty shall assure that such payments ore made by the City to the
United States, on'a8Lnely basis, from any funds lawfully available therefor
(e) Further Obligation of City and Trustee. The City and the Trustee shall asJbre
that Excess Investment Earnings are not paid or disbursed except as required in this
Section 8.07 To that end, the City and the Trustee shall assure that Investment
transactions are on an arm's length basis and that Nonpurpose Investments are acquired
is at their fair market value. In the event that Nonpurpose Investments consist of
certificates of deposit or Investment contracts. Investment In such Nonpurpose
Investments shall be made In accordance with the procedures described In applicable
Regulations as tru, n time to time in effect.
(q Maintenance of Records. The City and the Trustee shall keep, and retain for a
period of six (6) years folly Ning the payment of Lease Payments and Certificates In full,
rocords of the determinations made pursuant to this Section 8.07
(g) Independent Consultants. In order to provide for the administration of this
Section. the City and the Trustee may provide for the employment of Independent
attorneys. accountants and consultants compensated on such reasonable basis as the
City or the Trustee may deem appropriate.
-18- 10 I
ARTICLE IX
THE TRUSTEE
Section 1. Appointment of Trustee. Bank of America National Trust and
Savings Assoc .rion, a national banking association organized and existing under and by
virtue of the laws of the United States of America with a principal corporate trust office
In Los Angeles, California. Is hereby appointed Trustee by the Corporation and the City
for the pupose of receiving all mcnays required to be deposited with the Trustee
hereunder and to allocate, use and apply the same as provided In this Trust Agreement.
The Corporation and the City agree that they will maintain a Trustee which shall be a
Co,paration organized and doing business under the laws of any state or the United
States of America or the District of Columbia, authorized under such laws to exercise
corporate trust powers, which shall have (or. In the case of a corporation Included :n a
bank holding company system, the related bank holding company shall have) a
combined capital and surplus of at least fifty million dollars ($50.000,000), and subject to
supervision or examlcR'Mn by federal or State authority, so long as any Certificates are
Outstanding. If such �Mfporatlon publishes a report of condition at least annually
pursuant to law or to :he requlrerr, nts of any supervising or examining authority above
referred to then for the purpose of this Section 9.01, the combined capital and surplus dh
such corporation shall be doomed to be Its combined capital and surplus as set forth IF
Its most recen: report of condition so published. In case at any time the Trustee shall
cease to be eligible In accordance with the provisions of this Section 9.01, the Trustee
shall resign Immediately In the manner and with the effect spoclfied In Section 9.07 •
The Trustee Is hereby authorized to redeem the Certificates when duly presented
for payment at maturty, or on redemption, or on purchase by the Trustee prior to
maturity in accordance with Section 4.00 hereof, and to cancel all Certificates upon
payment thereof The Truster, shell keep accurate records of all funds administered by It
and of all Certificates paid and discharged. The Trustee shall be compensated for its
services rendered pursuant to the provisions of this Trust Agreement.
Section 002. Acceptance of Trusts. The Trustee hereby accepts the trusts
Imposed upon it by this Trust Agreement, and agrses to perform said trusts, but only
upon and subject to the following express tams and conditions:
The Trustee, prior to the occurrence of an Event of Default and after curing of all
Events of Default which may have occurred, undertakes to perform such duties and only
such duties as are speclficriy set forth In this Trust Agreement and no Implied duties c.,
obligations shall be read Into this Trust Agreement against the Trustee. In case an Event
of Default has occurred (which has not been cured or waived), the Trustee may exercise
such of the rights and powers vested In It by this Trust Agreement, and shall use the
same degree of care and skill In their exercise as a prudent and reasonable Individual or
investor would exercise or use under the circumstances In the conduct of his own affairs.
No provision In this Trust Agreement shall requl,o the Trustee 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 power. If It shall have reasonable
-20- 1 p Z
• grounds for believing that repayment of such funds or adequate Indemnity against such
Oak or liability Is not reasonably assured to It.
The Trustee may execute any of the trusts or powers hereof and perform the
uuues required of It hereunder by or through attorneys, agents, or receivers and the
Trustee ehnll not be responsible for arty misconduct or negligence on the part of any
attorney, agent or receiver appointed In accer7ance with the standard specified above,
and ehV be entitled to advice of counsel cot ceming all matters of trust and Its duties
hereunder
The Trustee shall not be responsible for any recital herein, or In the Certificates, or
for any of the supplements thereto or Instruments of further assurance, or for the
sufficiency of the security for the Certificates delivered hereunder or Intended to be
secured hereby and tho Trustee shall not be bound to ascertain or Inquire as to the
observance or performance of any covenants, conditions or agreements on the part of
the Corporation or the City under the Lease Agreement. The Trustee shall not be
responsible or liable for any loss suffered In connection with any Investment of funds
made by It In acct ; nce with Article VIII of this Trust Agreement.
The Trustee shall not be accountable for the use or any Certificates delivered
hereunder The Trustee may become the Owner - pledgee of Certificates secured her -py
with the same rights which It would have If It were not the Trustee; may acquire and
dispose of other bonds or evidences of Indebtedness of the City with the some lights It
would have If It were not the Trustee; and may act as a depositary for and permit any of
Its officers or directors to act as a membnr of, or in any other capacity with respect to,
any committee formed to protect the rights of Owners of Certificates, whether or not
such committee shall represent the Owners o, the majority In principal amount of the
Certificates then Outstanding.
in the absence of bad faith on Its part, the Trustee shall be protected In acting
upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other
paper or document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons. Any action taken or omitted to be taken by the
Trustee In good faith pursuant to this Trust Agreement upon the request or authority or
consent of any person who at the time of making such request or giving such authority or
consent Is the Owner of any CinIfIcate, shall be conclusive and binding upon all future
Owners of the some Certificate and upon Certificates executed and delivered In
exchange therefor or In place thereof.
As to the existence or non - existence of any fact or as to the sufficiency or validity
of any instrument, paper or proceedln,f, the Trustee shall ba entitled to rely upon a
certificate signed by a Corpuration Represents,- a or a City Representative as sufficient
evidence of the facts therein contained and p,.or to the occurrence of an Event of
Default of which the Trustee has been given notice or Is deemed to have notice, shalt
also be at liberty to accept a similar certificate to the effect that any particular deniing,
transaction or action Is necessary or expedient. The Trustee may accept a cartlP.;ate of
an Corporation Rep, lsentative or a City Representative to the effect that an
authorization In the form therein set forth has boon adopted by the Corpu,eilon or the
Arp City, as the case may be, as conclusive evidence that such authorization has been duly
5,7 adopted. and is In full force and effect.
-21- (U•S
The permissive right of the Trustee to do things enumeratsd In this Trust
Agreement shall not be construed as a duty and it shall not be answerable for other than
Its negligence or willful default. The immunales and exceptions from liability of the
T. is shall extend to Its officers. directors, employees and agents.
The Trustee shall not be required to take notice or be deemed to have notice of
any Event of Default hereunder oxcep. failure by the City to make any of the Lease
Payments to the Trustee required to be made by the City pursuant to the Lease
Agreement or failure by the Corporation or the City to file with tho Trustee any document
required by this Trust Agreement or the Lease Agreement to be so filed subsequent to
the delivery of the Certificates. unless the Trustee shall be specifically notified In writing
of such default by the Corporation, the City or by the Owners of at ;east five percent (5%)
in aggregate principal amount of Certificates then Outstanding and all notices or other
Instruments required by this Trust Agreement to be delivered to the Trustee must. In
order to be effective, be delivered at the Principal Corporate Trust Office of the Trustee,
and In the absence of such notice so delivered the Trustee may conclusively assume
there is no Event of Default except as aforesaid.
The Trustee , 'all not �je required to g!ve any bond or surety In respect of the
execution of the sago ousts and powers or otherwise In respect of the premises.
Notwithstanding anything elsewhere in this Trust Agreement with respect to th e
execution of any Certificates, the withdrawal of any cash, the release of any property, or
any action whatsoever within the purview of this Trust Agreement, the Trustee shall have
the right, but shall not be required, to demand any showings, certificated, opinions,
app alsals or other Information, or corporate action or evidence thereof, In addition so
that by the terms hereof required an a L ,t, :dibor of such action, by the Trustee deemed
desirable for the purpose of establishing tha right of the City to the withdrawal of any
cash, or the taking of any other action by the Trustee.
All moneys received by the Trustee shell, until used or applied or Invested as
herein provided, be held in trust for the purposes for which they were received but need
not be segregated from other funds except to the extent required by law.
The Trustee shall not be ;table with respect to any action token or omitted to be
taken by It in good faith In accordance with the direction of the Owners of a majority in
aggregate principal amount of the Outstanding Certificates relating to the time, method
and place of conducting any proceeding for ary remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Trust Agreement.
Before being required to take any action, the Trustee may require an opinion of
independent Counsel acceptable to the Trustee, which opinion shell be made available
to the other parties hereto upon request, which counsel may be counsel to any of the
parties hereto. or a verified certificate of any party hereto, or both, concerning the
proposed action. If it does so In good faith, the Trustee shall be absolutely protected In
relying lheraon.
Under no circumstances shall the Trustee be liable in Its individual capacity for the
obligations evidenced by the Certificates. 0
-22- 1 U L-1
The Trustee shall not be accountable for the use or oppllcation by the City or the
Corporation or any other party of any funds which the Trustee has released In
accordance with the terms of this Trust Agreement.
The Trustee makes no representation or warranty, express or Implied, as to the
tine, value, design, compliance with specifications or legal requirements, quality,
durability, operation, condition, merchantability or ',tness for any particular purpose or
fhness for the use contemplated by the City or the Corporation of the Site. In no event
shall the Trustee be liable for Incidental, indirect, special or cc tsequentlal damages In
connection with or arising from the Lease Agreement or this Trust Agreement for tha
existence, furnishing or use of the Site.
lie Trustee makes no representations as to the validity or sufficiency of the
Certlficatolf and shall Incur no responsibility In respect thereof, other than In connection
with the duties or obligations herein or in the Certificates assigned to or Imposed upon
it. The Tr istee shall not be responsible for the sufficiency of the Lease Agreement or the
assignment under the Assignment Agreement. The Trustee shall not be liable for the
sufficiency or collection of any Lease Payments or other moneys required to be paid to It
under thu Lease A(= „ement (except as provided In this Agreement). Its fight to receive
moneys p-e:auant to „le Lease Agreement, or the value of or title to the Site.
In accepting the trust hereby created, the Trustee acts solely as Trustea for {ke
Owners and not In Its Individual capacity and all persons. Including without limitation the
Owners and the City or the Corporation having any claim against the Trustee arising from
this Trust Agreement shall look only to the funds and accounts hold by the Trustee
• hereunder for payment except as otherwise provided herein.
Section 9.03. Fees. Charges and Expenses of Trustee. The Trustee shall be
entitled to payment and reimbursement for reasonable fees for Its services rendered
hereunder and all advances, counsel fees (Including expenses) and other expenses
reasonably and necessarily made or Incurred by the Trustee in connection with such
services end, In the Event of Default, the Trustee shall have a first and prior lien on the
funds held hereunder to secure the same.
Section 9.04. Notice to Certificate Owners of Default. If an Event of Default
occurs of which the Trustee has been given or is deemed to have notice, then the
Trustee shall promptly give written notice thereof by first class mall to the Owner of each
Certificate, unless such Event of Default shall ,rave been cured before the giving of such
notice; provided, however that unless such Event of Default consists of the failure by the
City to make any Lease Payment when due, the Trustee may SIMI not to give such
nonce it and so long as the Trustee In good faith determines that It Is In the best Interests
of the Certificate Owners not to give such notice.
Section 905 interventlon by Trustee In any Iudidal proceeding to which the
Corporation or the City Is a party which, In the opinion of the Trustee and Its counsel, has
a substantial bearing on the Interests of Owners of the Certificates, the Trustee may
intervene on behalf of the Certificate Owners, and Shall do so If requested in writing by
the Owners of at least five percent (5 %) of the aggregate principal amount of Certificates
then Outstanding; provided that the Trustea shall have no duty to take sdch action unless
t has been indemnified to Its satisfaction for any expenses hereunder The rights and
_P3_
obligations of the Trustee under this Section 9.05 are subject to the approval of a court
of competent juisdiction.
"^ctlon 9.06. Removal of Trustee. The City or the Owners of at least a majority of
the s .gate principal amount of Certificates then Outstanding may, with the consent of
the Corporation, remove the Trustee Initially eppolnted, and any successor thereto, by an
Instrument or concurrent Instruments in writing deilvered to the Trustee and the
Corporation, and may appoint a successor or successors thereto: provided that any such
successor shat] be a bank or trust company meeting the requirements set forth In Section
9.01 hereof.
Sectlon9.07 Resignation by Mustee. The Trustee and any successor Trustee
may, at any time, resign by giving thirty (30) days' written notice by registered or certified
mall to the City and the Corporation. Upon receiving such notice of resignation, the City
shall promptly appoint a successor Trustee. Any resignation nr removal of the Trustee
and appointment of a successor Trustrie shall become effective upon acceptance of
appointment by the suxessor Trustee. Upon such acceptance, the City shall mall notice
thereof to the Certificate Owners at their respective addresses set forth on the
Registration Books.
Section 9.06. Appointment of Successor Trustee. In the event of the removal or
resignation of the Trustee pursuant to Sections 0.06 or 9.07 hereol, respectively, the City,
shall promptly appoint a successor Trustee. In the event the City shall, for any reasorlilt
whatsoever, fall to appoint a successor Trustee within thirty (30) days following the
delivery to the Trustee of the Instrument described In Section 0.06 hereof or within thirty
(30) days following the receipt of notice by the City pursuant to Section 0.07 hereof, the
Trustee may apply to a court of competent Jurisdiction at the expense of the City for the
appointment of a successor Trustee meeting the requirements of Section 9.01 he eof.
Any such successor Trustee appointed by such court shall become the successor's rustee
hereunder notwithstanding any action by the City purporting to appoint a successor
Trustee following the expiration of such thirty (30) day period.
Section 9.09. Mercer or Consolidation. An, npany or association Into which
the Trusteo may be merged or converted or with wnn.h It may be consolidated or any
company resulting from any merger, cooverslon or consolidation to which it shall be a
party or any company or association to which the Trustee may sell or transfer all or
substantially all of Its corporate trust business, provided that such company or
association shall be eligible under Section 9.01 hereof, shall be the successor to the
Trustee and vested with all of the title to the trust estate and all of the trusts, powers,
discretion. Immunities, privileges and all other matters as was Its predecessor, without
the execution or filing of any paper or further act, anything herein to the contrary
notwithstanding
Section 9 10. Concerning any Successor Trustee. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to Its or his predecessor
and also the Corporation and the City an Instrument In writing accepting such
appointment hereunder and thereupon such successor, without any further act, deed or
conveyance. shall become fully vested with all the estates, properties, rights, powe:S.
trusts. duties and obligations of its predecessors: out such predecessor shall, •
nevertheless, on the written request of the City, or of Its successor, execute and deliver
-24- 1 66
an Instrument transferring to such successor all the estates. properties, dghts, powers
.. and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all
securities and moneys held by It as the Trustee hereunder to Its succossor Should any
Instr ; rent in wdting from the City be regOeo by any successor Trustee for more fully
and ,rtalnly vesting In such successor thI estate, rights, powers end duties hereby
vested or Intended to be vested In the predecessor, any and all such instruments in
writing shall, on request. be executed, acknowledged and delivered by the City. The
resignation of any Trustee and the Instrument or Instruments removing any Trustee and
appointing a successor hereunder, together with all other Instruments provided for In this
Article IX, shall be filed or recorded by the successor Trustee In each recording office
w"vro the Assignment Agreement shall have been filed or recorded.
ki
-25- � U 'j
ARTICLE %
MODIFICATION OR AMENDMENT OF AGREEMENTS
So -tlon 10.01 Amendments Permitted. This Trust Agreement and the rights and
obligations of the Owners of the Certificates and the Lease Agreement and the rights and
obligations of the parties thereto, may be moWled or amended at any time by a
supplemental agreement which chat[ become effective when the written consents of the
Owners of at least fifty -one percent (51 %) In aggregate principal amount of the
Certificates then outstanding, exclusive of Certificates disqualified as provided In Section
10.03 hereof, shall have been Clad with the 1 rustee. No such modification or amendment
shall (1) extend or have the effect of extending the fixed maturity of any Certificate or
reducing the Interest rate with respect tharato or extending the time of payment of
interest, or reducing the amount of principal thereof, or reducing any premium payable
upon the redemption thereof, without the express consent of the Owner of such
Certificate, or (2) reduce or have the effect of reducing the percentage of Certificates
required for the affl -ative vote or written consent to an amendment or modification of
the Lease Agreeme:!* or (3) modify any of the rights or obligations of the Trustee without
Its written assent thereto. Any such supplemental agreement shall become effective as
provided In Section 10.02 hereof.
This Trust Agreement and the rights and obligations of the Owners of the
Certificates and the Lease Agreement and the rights and obligations of the respective
parties thereto, mwo be modlned or amended at any time by a supplemental agreement,
without the consent of any such Owners, but only to the extent permitted by law and only
(1) to ado to the covenants and agreements of any party, other covenants to be
observed, or to surrender any right or power herein reserved to the Corporation or the
City. (2) to cure, correct or supplement any ambiguous or detective provision contained
herein or therein and which shall not, in the opinion of nationally recognized bond
counsel, adversely affect the Interests of the Owners of the Certificates, (3) In regard to
questions arising hereunder or thereundr.r, as the parties hereto or thereto may deem
necessary or desirable and which shalt not, In the opinion of nationally rc 'ognized bond
counsel, adversely affect the Interests of the Owners of the Certificates, (4) to modih• the
legal description of the Site to conform to the requirements of title Insurance or otherwise
to add or delete property descriptions to reflect accurately the description of the parcels
Intended to be Included therein; or (5) to make such addltlons, deletions or modifications
as may be necessary or appropriate to assure compliance with section 148(0 of the Code
relating to required rebate of Excess Investment Earnings to the United States or
otherwise as may be necessary to assure the exclusion from gross Income for federal
income tax purposss of the Interest component of Lease Payments and the Interest
payable with respect to the Certificates. Any such supplemental agreement Shall
become effec!ive upon execution and delivery by the parties hereto or thereto, as the
case may be
Section 10.02. Procedure for Amendment with Written Consent of Certificate
Owners. This Trust Agreement and the Lease Agreement may be amended by
supplemental agreement as provided In this Section 10.02 In the event the consent of the
Owners of the Certificates Is required pursuant to Section 10.01 hereof. A copy of such
supplemental agreement, together with a request to the Certificate Owners for their
-28- ' O U
consent thereto. shall be matted by the Trustee to each Owner of a Certificate at his
lslration Books. but 1811Uf0 it malt a sup a enCh
address as set forth on the Reg
supplemental
agreement twlheagreement esented and requ
as In this Section 10802 pro there of the sup
_ ,n supplemental agreement shall rot become effective antes there shall e
filed with the Trustee the wrilton consents of the Owners of et least sixty percent (60 %)'r'
oggregate principal amount of the Certificates then d 0 notice shah be been ensiled O
disqualified as provided Ir. SedIon 10.03 hereo0. and a nonce shall have been cs
hereinoher In this Section 10.02 provided. Each such
accompanied nted by Pr ° °I of ownership of the Certifcates for welch such consent a gW' -^.
welch pans shall be such as is Permitted by Section 2.11 consent And such consent uelt
be
which pro upon the Owner of the Certificate giving such consent gird on any subsequent
the Owner giving such consent or a subsequot Owner by filing
Owner (w �0w tlng by sir °h aubsaqudo owner o the date 0when the notice caret pAarr la this
revoked the Trus
such revocation o it
Section 10.02 P d ter has been melted.
After the Owners of the required percentage of Certificates shall have filed tees
consents to such sups nontal 0greemert, the TrusttVeded in this Section 10-02 10.02 for the
of the Certificates In ..e manner herelnbefora p lion thereof. staling In
supplemental agreement of the notice of seep the Owners of
mallin9 ce that ucPP provided In this �Se lion
substance that such supplemental agreement has been consented to y UfB.
the squired Percentage of Certificates and will be oftectivo as
he I (but failure t° mall copies of sold notice share not ecoct the validity
supplemental agreement o.r consents be filed with)the 'Trustee. d hall betconcluseveeVPooeo1
required by this Section 10.02 to b0 temental agreement shalt become effective Upon
the matters thsrein stored. Such supP
temental agreement shall be
on the parties hereto end 'netna'"event olaat Mal (decree
the mailing of such last - mentioned notice. end such and
deemed conclusively binding da eftar sate hung. ezcsP
at the explratlon 01 sixty (GO) Ys ailed.
of a court of competent jurisdlclron selling aside such consent In a legal action c
equitable proceeding for such purpose co ad within such sixty (60) day P or for the
Section 10.03. Otsoue� h11�d Coo dlrectly or indirectly controlled or onttrolled by. °r
(except an Certificates of any vote.
account a the City er by any P Outstanding for the purP provided
under direct or Indirect common no be vin' r uty Out" Ce.tiflcates P
calcu!stion of Out - IS upon. consent to or take
Pension or retirement fund) shad not be de.
consent, waiver 0• other action or any regiment.
tar in this Trust Agreement and shall not gr entitled to vote upon,
any other action provided for In this Trust A9
reemont becomes effective pursuant to this Article ei this Trust
Sectors 10.04• Effect of Su lame °tat A reemont. b she and altar
deemed to be
supplemental ag reemont. as the case may his, d.,tles and
Agreement or the Lease In accordance therewith. the respective d9
modilied and amended
be, shell tetat ter be determined, exercised and enforced hereunder
obligations of the parties hereto to thereto and all Owners o, Ceniel Gt a l thoutstanding. terms and
the case may art of the terms and
subject In all fespe °lsto entahe5reetm ant t shah be dean ed le be P
c, ^ddrons of any SUPP
Alft _27_ U
condltlons of this TrtM Agreement or the Lease Agreement, as the case may be, for any
and all purposes.
ach Certificate Owner shall certify to the Trustee whether the Certificates as to
which such consent Is given are disqualified as provided In Section 10.03 herdof.
Section 10.05. Endorsement cur Replacament of Certificates Del;verad Afte?
Amtxldmenta. The Trustee may determine that Certificates delivered after the effective
date of any action taken as provided In this Article X shall bear, a notation, by
endorsement or otherwise, In form approved by the Trustee. as to such action. In that
case, upon demand of the Owner of any Certrtificato Outstanding at such effective data
and presentation of his Certificate for the ourpose at the Principal Corporate Trust Office
of the Trustee, a suitable notation shall be made on such Certificate. The Trustoe may
., determine that the delivery of substitute Certificates. so modified as in the opinion of t'le
Trustee Is noecstary to conform to such Certificate Owners' action, whim substitute
CartiflCa:es shall ,sareupon be prepared, executed and delivered. In that case, upon
demand of the Owner of any Certificate then Outstanding, such substitute Certificate
shall be exchanged a, I," Prinrlhal Corporate Trust Office of the Trustee, e44hout cost to
such Owner, for a Ce '=a+to of the game character then Outstanding, upon surrender of
such Outstanding Cert r ate.
Section 10.06. Amendatary Endorsement of Certificates. The provisions of thleit
Article a shall not prevent any Certificate Owner from acr.eptlng any amendment as to
the particular Certificates held by him, prov(,Itd that procsr notation thereof Is made on
such Certificates.
11
_28_
1 t)
ARTICLE M
COVENANTS; NOTICES
Section 11.01 Comollancs With znd Enforcement of Lease Agreement. The City
covenants and agrees with the Owners of the Certificates to perform all obligations and
duties Imposed on it under the Lease Agreement. The Corporation covenants and
agrees with the Owners of the Certificates tc perform all obligations and duties Imposed
on It under the Lease Agreement.
The City will not do or permit anything to be done, or omit or refrain from doing
anything, In any case where any such act done or permitted to be done, or any Such
omission of or refraining from action, would or might be a ground for cancellation or
termInatlon of the Lease Agreement by the Corporation thereunder The Corporation and
9`4 City. Immediately upon receiving or giving any notice, communicatioa or other
documant in arty way relating to or affecting their respective Interests In the Site, which
may of can In any manner affect the Interests of the City, will aeliver the same, or a copy
thereof, to the Trut,
Section 11.02. Observance of Laws and Regulations. The City will well and truly
keep. observe and perform all valid and lawful obligations or regulations now or heroa*r
Imposed on It by contract, or prescribed by any law of the United States, or of the State
or by any officer board or commission having jurisdiction or control, as a condition of
the continued enjoyment of any and every right, privilege or franchise now owned or
O hereafter acquired by the City. Including Its right to o)Jst and carry on business as a
municipal corporation, to the end that such rights, privileges and franchises shall be
maintained and preserved, and shall not become abandoned, forfeited or in any manner
Impaired
@SJ
Section 1103. Prosecution and Defense of Suits. The City shall promptly, upon
request of the Trustee or any CertlOate Owner, from time to time take such action as
may be necessary or proper to remedy or cure arty defect In or cloud upon file title to the
Site, whether now 0Aleting or hereafter developing and shall prosecute all such suits,
actions and other proceedings as may be appropriate for such purpose and shall
indemnity and save the Trustee and every Ce bacato Owner harmless from all loss, cost.
damage and expense. Including attorneys' fees, which they or arty et them may Incur by
reason of any such defect. cloud. suit. action or proceeding.
Section 1100 Recordation and Fling. The Cay shall nfcord and file. or cause to
be retarded slid filed, the Lease Agreement (or a memorandum thereol;. the Assigrment
Agreement and all such documents as may be required by law (and shall take all further
actions which may be necessary or be reasonably required by the Trustee). all In such
manner at such times and in such places as may be required by low In order fully 10
preserve protect and perfect the security of the Trustee slid the Certificate Owners.
in '—therance thereof, the City shall record and re -record or cause to be
recorded and re- itcorded the Silo Lease. the Lease Agreemen• and arty amendment
thereto
-29-
ut
f July t n each year aC� en� determination by aaC!ty Seprese tthe Trustee, on or ative hat he City has Or'
made adequate provision In its proposed annual budget for the payment of Lease
Payr >�,uCa due under the Lease Agreement In the C:cal year covered by such budget.
Suc�, vtennination shall be made a6 soon as practicabls after the first publication of
N
any notice of public hearing t.pon the proposed budget of the G1ly and shall be made, In
any event, not later than the data fixed for any public hearing on the proposed budget.
The determination given by the City to the Trustee ONO be that the duo amounts s lh udgeae
Payments et
are fully adequate for the payment of all Lease
' Agreement In the annual period covered by such budget. If the amounts so budgeted
are not at least equal to the amount of the Lease Payments coming due and payable
- under the Lease Agreement, the City will take such action as may be necessary to cattae
such annual budget to be emended, corrected or augmsnted so as to Irwlude therein the
amounte required to be rased by the City In such period for the payment of Lease
Payments coming due and payable under the Lease Agreement and will notify the
r
keep the Trustee advi�sad then taken or
budgetary ov the City. Tioe
by the City.m w1
t
Section 11.66.s4'&ther Assurances. The Corporation and the City will make.
execute and deliver nc3jr'and ell such further resolutions. Instruments and assurances as
may be reasonably necessary or proper to carry out the Intention or to facilitate the
pedotmancs of this Trust Agreement and the Leastit Agreement, or as may be requested
by the Trustee and for the better assuring and confirming unto the Owners of ttt
~ Certificates end the Trustee the tights and benefits provided herein.
Section 11.07. $a'IsfactfOn of Conditions Precedent. The City hereby certifies.
recites and declares that all acts, condltLang end thugs required by the constitution and
statuses of the State, the Lease Agreement and this Trust Agreement to exist, to have
Cortti s precedent
ficates. do exist have h ppened a d have bea t
performed Induetime. form and
manner as required by law.
0
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i
ARTICLE XII
LIMITATION OF LIABILITY
Section 12.01 Limited llablilty of City. Except for the payment of Lease
Payments when due in accortlance wnh the Lease Agreement and the performance of
the other covenants and agreements of the City contained In the Lease Agreement and
this Trust Agreement, the City shall have no pecuniary obligation or liability to arty of the
other parties or to the Owners of the Certificates with respect to this Trust Agreement or
the terms, execution, delivery or transfer of the Certificates, or the distribution of Lease
Payments to the Owners by the Trustee, except its expressly set forth herein.
Section 12.02. No Liability of Crty or Corporation for Trustee's Performance.
Neither the City nor the Corporation shall have arty obligation or liability to any of the
other parties or to the Owners of the Certificates with respect to the performance by the
Trustea of any duty Imposed upon It under this Trust Agreement.
Section 12.03.i, iend emn!gcatlon of Trustee. The City shall Indemnify and save the
Trustee harmless Iron against all claims, losses, costs, expenses, liability and
damages. Including legal lees and exuenses, arising out of (p the use, malntenancti,
condition or management of, or from any work or thing done on, the Site by A
Corporation or the City, lip any breach or default on tho part of the Corporation or the
City In the performance of any of their respective obligations under thIr, Trust Agreement
and any other agreement made and entered Into for purposes of the (iite, gip any act of
negligence of the Corporation or the City or of any of their impactive agents,
contractors, servants, employees, licensees with respect to the Site qv) arty act of
negligence of arty assignee of, or purchaser from the Corporation or the C'.ty or of any of
Its or their respective agents, contractors, servants, employees or licensees 0th respect
to the Site. (v) the authorization of payment or Delivery Casts or Acquisttloa Costs.
(vi) the actions of any other party, including but not limited to the ownership, operation or
use of V Site by the CorpornNon or the City, or (v(p the Trustee's exercise and
performs, of Its powers and dudas htteunder No Indemnhlcation will be made under
this Sectio . 12.03 or elsewhere In this Trust Agreement for willful misconduct or
negfigence under this Trust Agreement by the Trustee, Its officers, agents. employees,
successors or assigns. Thfr Civs obligations hereunder shall remain valid and binding
notwithstanding maturity and payment ut the Certificates.
Section 12.04. Limitation of Rights to Parties and Certificate Owners. Nothing In
this Trust Agreement or In the Certificates expressed or Implied Is Intended a• shall be
construed to give any person other than th-w City, the Corporation, the Trustee and the
Owners of the Certificates, any legal or equitable right, remedy or claim under or In
respect of this Trust Agreement e. ar.y covenant, condition or provision hereof; and all
such covenants, conditions and provisions are and shall be for the sole end exclusive
benefit of the City, the Corporation, the Trustee and said Owners.
-31- 3
ARTICLE All •
EVENTS OF DEFAULT AND REMEDIES OF CERTIFICATE OWNERS
Section 13.01. Assignment of Rights. Pursuant to the Assignment Agreement, the
Corporation has transferred, assigned Intl set over to the Trustee ail of the Corporation's
rights and duties In and to the Lease Agreement (exceptinq only the Corporation's rights
under Sections 5.8, 7.3 and 9.4 theraol). Including without limitation all of the
Corporation's rights to exercise such rights and remedies conferred on the Corporation
pursuant to the Lease Agreement as may be necessary or convenient (0 to enforce
payment of the Lease Payments and any other amounts required to be deposited in the
Lease Payment Fund or tho Insurance and Condemnation Fund, and 00 otherwise to
exercise the Corporation'p rights and take any action to protect the Interests of the
Trustee or the Certificate Owners In an Event of Default.
Section 13.02. Remedies, If an Event of Default shall happen, then and in each
and every such vase during the continuance of such Event of Default, the Trustee may,
and upon request ofg, ;q Owners of a majority in aggregate principal amount Of the
Cwtincales then Outsrn'Ading shall, exercise any and all remedies available pursuant to
law or granted pursuant to the Lease Agreement: provided, however, that notwithstanding
anything herein or in the Lease Agreement to the contrary, there shag be no right under
any circumstances to accelet ate the maturities of the Certificates or otherwise to daclar�o
any Lease Payment not then In default to be immediately due and payable.
Section 13.03. Application of Funds. All moneys received by the Trustee pursuant
to any right given or action taken under the provisions of this Article X111 or Article IX of
the Lease Agreement shall be applied tr/ the Tfustes In the fallowing order upon
presentation of the several Certificates, and the stamping thereon of the payment It only
partially paid, or upon the surrender thereof If fully paid -
First, to the payment of the costs and expenses of the Trustee and of the
Certificate Owners In declaring such Event of Default, including reasonable
compensation to Its or their agents. attorneys and counsel, including all fees and
expenses past due: and
Second, to the payment of the whole amount then owing and unpaid with
respect to the Certificates for principal and interest, with interest on the overdue
Principal and Installments of Interest at the rate of twelve percent (12 %) per
annum (but such Interest on overdue Installments -f interest shag be paid only to
the extent funds are available themfor following payment of principal and Interest.
and interest on overdue principal, as aforesaid). and In case such moneys shag be
-nsufficlent to pay In full the whole amount so owing and unpaid with respect to
the Certificates, then to the pay i.ent of such principal and Interest without
preference or priority of principal over Interest, or of Interest over principal, or of
any Installment of Interest over any other Installment of Interest, ratably to the
aggregate of such principal and Interest
C,
J
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Section 13.04. Institutlon of Lea -_ I p_ rows It one or more Events of Default
Sshall happen and be continuing, the Trustee in Its discretion may, and upon the written
request of the Owners of a majority In principal amount of the Certificates then
outstanding and upon .teing indemnified to Its satisfaction therefor, shall, proceed !o
+tact or enforce its rights or the rights of the Owners of Certificates by a suit in equity
action at law, either for the specific performance of any covenant or agreement
contained herein, or In aid of the execution of any power herein granted, or by
mandamus or other appropriate proceeding for the enforcement of any other legal or
equitable remedy as the Trustee shall deem most effectual In support of any of its rights
or du0es hereunder
Section 13.05. Non - waiver. Nothing in this Article XIII or In any other provision of
this Trust Agreement or In the Certificates shall affect or Impair the obligation of the City
:o pay or prepay the Lease Payments as provided in the Lease Agreement, or affect or
Impair the right of action, which Is ab3oiute and unconditional, of the Certlficate Owners
to Inctltute suit to enforce and collrct such payment. No delay or omisslon of the
Trustee or Of any Owner of any of the Certificates to exercise any right Or power arising
upon the occurrence of any Event of Default shall Impair any such light or power or shall
be construed to be -a waiver of any such Event of Default or an acquiescence therein,
and every power i-a remedy given by this Article XIII to the Trustee or to the Owners of
Certificates may be OxerciSed from time to time and as often as shall be deemed
expedient by the Trustee or the Certificate Ownes.
Section 13.06. Remeoies Not Exclusive. No remedy herein conferred upon or
reserved to the Trustee or to the Certificato Owners Is Intended to be exclusive of any
• other remedy, and every such remedy shall be cumulative and shall be In addition to
every other remedy given hereunder or now or hereafter er Wing, at law or In equity at by
statute Or otherwise.
Section 13.07 Power of Trustee to Control Proceedln s. In the event that the
Trucial, upon the happening of an Event of Default, shall have taken any action, by
Judicial proceJtlings or otherwise, pursuant to Its duties hereunder, whether upon Its own
discretion or upon the request of the Owners of a majority In orincipal amount of the
Certificates then Outstanding it shall have full power, In the exerclse of Its; discretion for
the best Interests of the Owners of the Certificates, with respect to the continuance.
discontinuance, withdrawal, compromise, settlement or other disposal of such action;
Provided. however, that the Trustee shall not discontinue, withdraw, compromise or settle,
or otherwise dispose of any litigation pending at law or In equity, without thr consent of
a majority In aggregate principal amount of the Certificates Outstanding.
Section 13 06. Limitation on Certlflcate Ovine Right to Sue. No Owner of any
Certificate Issued hereUntlet shall havo the right to Institute any suit. action or proceeding
at law or In equity. for any remedy under Or upon this Trust Agreement, uniuss (a) such
Owner shall have previously given to the Trustee written notice of the occurrence of an
Event of Default hereunder, (b) the Owners of at least twenty-rive percent (25 %) In
aggregate principal amount of all the Certificates then Outstanding shall have made
written request upon the Trustee to exercise the powers hereinbslore granted or to
institute such action, suit or proceeding In Its own name; (c) sold Owners shall havo
tendered to the Trustee reasonable indemnity against the costs expenses and llab4itles
A to be incurred In compliance with such request; and (d) the Trustrw shall have refused or
-33- 1 is-
omitted to comply with such request for a period of sixty (60) days after such written •
req� rst shall have been received by. and said tender of Indemnity shall have been made
to. tht isles.
Such notification, request, tender of Indemnity and refusal or omission are hereby
declared, In every case, to be tvnditlons precedent to the exercise by any Owner of no one or
more Owners fof any shall have any right in any an:teriwha ever bythis or heir
action to enforce any fight under this Trust Agreement, except In the manner herein
provided, and that all proceedings at law or In equity with respect to an Event of Default
benefit of stl uted. had and
the maintained In the
outstanding Certifica manner herein provided end for the equal
shall be The right of any Owner of any Certificate to receive payment of said O�vnees
become due, or to the elnforcement interest of such Peymenttshall not the be mpalred or affected without ithe er.onisent
of h Owner. twithsst Agree then foregoing provisions of this Section 13.05 or any
other
-34- 11
•
0
ARTICLE XIV
MISCELLANEOUS
Section 14.01 Oefeasance. It and when all Outstanding Certificates shall be paid
and discharged in any one or more of the following ways -
(a) by well and truly paying or causing to be Palo the principal, and Interest and
redemption premiums pf any) with respect to all Certificates Outstanding, as and when
the same become due and payable; or
(b) by depositing with an escrow holder security for the payment of Lease
Payments as more particularly described in Section 10.1 of the Lease Agreement, to be
applied to pay the Lease Payments as the same become due and payable and prepay
the Lease P:Iments In full on any prepayment date, pursuant to Section 10.1 of the
Lease Agreement -
then, notwiths'andft„yat Dry Certificates shall not have besn surrendered for payment.
all obligations of thT Corporation, the Trustee and the City with respect to all
Outstandir Certificates shelf tears and terminate, except only the obligation of the City
to pay or cause to be paid, from Lease Payments paid by or on behalf of the City troy-*
funds deposited purt.ut. it to paragraph (b) of this Section 14.01, to the Owners of the
Certificates not so s..rendered and paid all sums due with respect thereto, and In the
event of deposits pursuant to paragraph (b), the Certificates shalt continue to represent
direst and fractional Interests of the Owners thereof In Lease Payments under the Lease
Agreement.
Any funds held by the Trustee, at the time of one of the events described in
paragraphs (a) or (b) of this Section 14.01, which are not required for the payment to be
made to Owners, shall, after payment of all lees and expenses of the Trustee, Including
attorneys fees, be paid over to :he City.
Section 14.02. Records. The Trustee shall keep complete and accurate records
of all moneys received and :5bursed by It under this Trust Agreement, which shall be
available for Inspection by the City, the Corporation, and any Owner, or the agent of any
of them, at any time durhig .gNar business hours upon reasonable prior notice.
Section 1403 Notices. All written not';es to be given under this Trust
Agreement shall be given by mall or personal delivery to the party entitled thereto at Its
address set forth below. or at such address as the Party may provide to the other party
In writing from time to time. Notice shall be effective upon deposit In the United States
mall. postage prepaid or In the case of personal delivery, upon delivery to the address
set forth below
If to the City City or Rancho Cucamonga
9320 Baseline Road
Rancho Cucamonga. CA 91730
Attention: City Clerk
-35- 1 1
�1 to the Corporation: Rancho Cucamonga Public improve,nent
Corporation
9320 Baseline Road
Rancho Cucamonga, CA 91730
Attention: Secretary
If to the Trustee: Bank of America National Trust
and Savings Association
555 South Flower Street, 6th Floor
Los Angeles. CA 90071
Attention: Corporate Trust Services #0510
Section 4.04. with of this Trust Agreement shall bo construed and Governing Law.
governed accordance
Section 14.05. Bindin Ef� pQ8¢ . Th H Trust Agreement shall be binding
upon and Inure to the benefit of the parties hereto end their respective City successors end or the Trustee IS
named orWhenever rn this Trust t Agreement e shat the deemedtito Include rt the successors or
assigns thereof, and all the covenants and agreements in tea shall Agreement contained
by 01, benefit of the e1espective u�ecesaors and assigns hereof whether asobexpressed or not. the
Section 14.08. Execution In Counterparts. This Trust Agreement may be exh 0011 •
In several counterparts. each of whlch shall be an 0riglnal and all of which shell
constitute but one and the same agreement.
Section 14.(./ Delive of Cancelled Certificates. Whenever In this Trust
Agreement provision is made for the surrender to or cancellation by the Trustee of any
Certificates. the Trustee shall deliver such cancelled Certificates to the City for
destruction or storage.
Section 14.08. Headin s. The headings or toc of the several Aesoe and
Sections hereof. and any table of contents appended to copal hereof, shall effect coley for
convenience of reference and shall not affect the In. Seciioons.' construction other subdivisions
Trust Agreement. All references herein to 'Articles;
are to the correspording Articles, Sections or subdivisions of this Trust Agreement; and
Trust/ Agreement as a'hereof. ole and hereunder* and other
to any particular Article. Section oorrsubdivis subdivision
her¢OI
Section
a I o4 Waiver of 91vin Whenever ol such note may be wslved iniwriting
notice by
by the person entitled to receive such notice and in any C¢50 the giving or receipt Of BUC
notice shall not be a condition precedent to the validity Of any action taken In reliance
upon. such waiver
Section 14.10 S¢°arab21 of I� PfOVislons' In case any One or more of the •
provisions contained In this Tms' Agreement or In the pact. then such shalt for any reason b r
held to be invalid. illegal or uneniorceable In any respect, then such invalidity. Illegality or
-36- 1 ► 11
•
unenforceability, shall not affect any other provision of this Trust Agreement, and this
Trust Agreement shall be construed as It such Invalid or Illegal or unenforceable provision
had never been contained herein. The parties hereto hereby declare that they would
`woe entered Into this Tent Agreement and each and every other section. paragraph,
• - :rence, clause or phrase hereof and authorized the delivery of the Certificates pursuant
thereto irrespective of the fact that any one or more sections, paragraphs, sentences,
clauses or phrases of this Trust Agreemant may be held Illegal, Invalid ar unenforceable.
I r
-37- 1
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P.
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IN WITNESS WHERECF. the parties hereto have executed this Trust Agreement
,10 as of the date and year first above written.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Trustee
By
Authorized Officer
RANCHO rUCAMONGA PUBLIC
IMPROVEMENT CORPORATION
By
IS E L) Presltlent
Attest
ISEAL)
Attest*
Seaet,.ry
CITY OF RANCHO CUCAMONGA
By
Mayor
City Clerk `
-39- 1 Zc)
„,,,�
EXHIBIT A
DEFINITIONS
'Ac%oltion Costs' means all costs of payment of, or reimbursement for,
acquisition of the Site.
'ACgeiSition Fund` means the funu by that name established and held by the
Trustee pursuant to Article III of the Trust Agreement.
'ASSIOnment Agreement' means the Assignment Agreement, dated as of
December 1 1988, by end and the Corporation and the Trustee, together with any
duty authorized and executed amendments thereto.
'Business Da v' means a day which Is not a Saturday, Sunday or legal holiday on
which tanking ,nstitutlons in the State are closed or are required to Close ore day on
which the New York Stock Exchange Is closed.
certlMn9 that the S,.v a been) acquired by the City and that all Acquisition Costs with
respect thereto have been paid.
'Certificates' means the f aggregate principal amount of Certificates of
do
panlcopan to be executed and delivered pursuant to the Trust Agreement.
• "C�' means the City of Rancho Cucamonga, a municipal corporation and general
law city Organized and existing under the laws of the State.
'City Reores>ntative' means the Mayor, the City Marano or the Finance Manager
au
or any other person thortzed by resolution of the Chy Council Of the City to act on
behalf of the City under or with respect to the Site Lease, the Lease Agreement and the
Trust Agreement.
'Closing Date' means the date upon which there Is a p,7;!cal delkery of the
Certificates In exchange for the amount representing the purchase price of the
Certificates by the Original Purchaser
'Code' means the Internal Revenue Code of 1988.
” Completion Date' means the date of completion of acquisition Of the Site as
evidenced by the riling with the Trustee of a Certificate of Completion.
"COrngratlgn' means the Rancho Cucamonga Public Improvement Corporation, a
nonprofit. public benefit corporation organized and existing under and by virtue Of the
laws Of the State
'Cormauon Representative' means the President of the Corporation, or any
other person authorized by resolution of the Corporation to CCt on behalf of the Site
Lease, the Lease Agreement, the Assignment Agreement and the Trust Agreement.
Exhibit A i7 I
Page 1 C�
'Delive Costs' means all Items o` expense directly or Indirectly payable by or •
Site
reimbursable
easel the Lease Agreement, tneratAssignm ntgAgreement and the TrustllAgreement
or the -- c:utlon, sale and delivery of the Cer ifi tej, Including but not limited
binding to Cos
initial and tl n ding costs, settlement costs, printing co
Initial fees and charges of the Trustee, financing discounts, legal fees and charges,
insurance fees and charges. financial and other professional consultant fees, costs of
rating agencies for credit ratings, fees for execution, transportation and safekeeping of
the Certificates. costs for preparation. Printing distribution preliminary and final Inc al statements, and charges and fees in connection with the
"Delivery Costa Fund' means the fund by that name established and held by the
Trustee oarsuant to Article III of the Trust Agreement.
'Earnings Fvnd' means the fund by that name created by, and held by the Tnrsiee
pursuant to. Section 8.07 of the Trust A• , ement.
'Even- of Default' means an event of default under the Lease Agreement, as
defined in Section 9.1 r -act.
'Excess investment Eannings' means an amount equal to the sum of:
(a) the excess of
(i) the aggregate amount earned on all Nonpurpese Investments
(other than amounts attributable to an excess described In this paragraph
fell. over
(IO the amount which would have been earned If the Yield on such
Nonpurpose Investments (other than amounts t attributable tof the Lease
described In this paragraph (a)) equal
Agreement, plus
(b) any Income attributable to the excess described In paragraph (g).
'Federal Securities' means direct general obligations of lincluding obligations
issued or held In book entry form on the books of the Department of the Treasury of the
United States of America), or obligations the paymont of principal of and Interest on
which are guaranteed by. the United States of America.
'Fscal Year' means the twelve -month period beginning on July 1 of any year and
ending on June 30 of the next succeeding year, or any other twelve -month period
selected by the City as Its fiscal year
'Grn;s Proceeds' means the sum of the folowing amounts:
(a) original proceeds, namely, net amounts received by or for the City as a result
or the sal( the nc excluding app gu
proceeds (determined I n accordance with applicable Regulations) of obligations Issued
to refund In whole or In part the Lease Agreement:
Exhibit A I r7 L
Page 2 C _
r
(b) Investment proceeds, namely, amounts received it any time t- or for the City,
such as Interest and dividends, resulting from the investment of any original proceeds (as
referenced In clause (a) above) or Investinent proceeds (as referenced In this ofause (b))
Ir "inpurpose Investments, Increased by any profits and decreased (1 necessary, below
zf by any losses on such Investments, excluding Investment proceeds which become
transferred proceeds (determined In accordance with applicable Regulations) of
obligations Issued to refund in Whole or In part the Lease Agreement:
(c) sinking fund proceeds, namely, amounts, other than odgina; proceeds,
Investment proceeds or transferred proceeds (as referenced In clauses (a) and (b) above)
of the Certificates, which are held in the Lease Payment Fund and any other fund to the
extent that the City reasonably expects to use such other fund to pay Lease Payments;
(d) amounts In the Reserve Fund and in amy other fund established as a
reasonabty required reserve f: • payment of Lease Payments;
(e) Investment Property pledged as sscudty for payment of Lease Payments by
the City;
and amounts, o .ur than as specified In this definition. used to pay Lease Payments;
(g) amounts received as a result of Investing amounts described in this dentition.
'Indeoondent Counsel' means an attorney duly admitted to the practice of law
• before the highest court of the state In which such attnmey maintains an office and who
Is not an employee of the Corporation, the Trustee or the City.
'Information Services' means Financial Information, Inc.'s '081ly Called Bond
Service,' 30 Montgomery Street. 10th Floor, Jersey City, New Jersey 07302, Attention:
Editor* Kenny Information Services' 'Celled Bond Service,' 55 Broad Streel, 26th Floor
New York, New York 10004; Moodys 'Municipal and Government.' 99 Church Street, 81h
Floor New York, New York 10007, Attention: Municipal News Reports; and Standard d
Poor's 'Caked Bond Record,' 25 Broadway, 3rd Floor, New York, New York 10004; or to
such Other addresses and /or such Other national Information services providing
Information or disseminating notices of redemption of obligations similar to the
Certificates
'Insurance and Condemnation Fund' means the fund by that name established
and held by the Trustee pursuant to Section 7,01 of the Trust Agreement.
'Interest Payment Date' means the first day of each June and Dec, tber,
commencing June 1 1889. so long as any Certificates are Outstanding.
'Investment Property' means any security (as said term Is defined in section
t 65(g)(2)(A) or (B) of the Code), obligation, annuity contract oI Investment -type property,
excluding, however obligations (other than specified private activity bonds as defined In
section 57(a)(5)(C) of the Code) the Interest on which Is excluded from gross Income, for
IDfederal tax purposes, under section 103 of the Code.
Exhibit A
Pago3 I ,z
'Lease Agreement' means the Lease Agreement, dated as of December 1. 1988.
by and between the Corporation and the City, together with any duly authorized and
exec:ded amendments thareto.
Lease Payment Date' means the fifteenth (15th) day of May and November in
each year during the Term of the Lease Agreement, commencing May 15. 1989.
'Lease Payment Fund' means the fund by that name established and held by the
Trustee pursuant to Section 5.02 of the Trust Agreement.
'Lease Payments' means all payments required to be paid by the City pursuant to
Section 4.4 of the Lease Agreement, Including any prepayment thereof pursuant to
Article X of the Lease A;reement, which payments consist of an interest component and
a principal component.
'Moo s' means Moody's Investors Service, New York, Now York, or -is
successors.
'N:: Proceed: when used with respect to Insurance or condemnation proceeds.
mans any Inswanc5 proceeds or condemnation award paid with respect to the Site, to
the < ni remaining after payment therefrom of all expenses Incurred in the collection
thereof
'Nonpurpose InvestmonC means any Investmen• Property which Is acquired with •
the Gross Proceeds of the Certif vies and is not acqured in order to carry out the
governmental purpose of the Lease Agreement.
'Original purchaser' means the first purchaser of the Ceitlfic3les .Pon their
delivery by the Trustee on the Closing Date.
'Outstanding,' when used as of any particular time with respect to Certificates.
means (subject to the provisions of Section 10.03 of the Trust Agreement) all Certificates
thererefore executed and delivered by the Trustee under the Trust Agreement except —
(d) Certificates theretofore cancelled by the Trustee or surrendered to the Trustee
for cancellation:
(b) Certificates for the payment or redemption of which funds or Federal
Secugties In the necessary amount shall have theretofore been depostied with the
Trustee (whether upon or prior to the maturity or °edemptlon date of such Cer- Mcates).
provided .hat, it such Certificates are to be redeemed prior to maturity, notice of such
redemption shall have been given as provided In Section 4.03 of tee Trust Agreemer: or
provision ssusfactory to the Trustee shall have been made for the giving of such notice.
and
(c) Certificates In Il&r of or In exchange for whirr other Certlfic3les shall have
been executed and deaverud by the Trustee pursuant to Section 2.09 of the Trust
Agreement 0
Page4 1 L t A 1 n , 1_
Page `�
t
'Owner' or 'Certificate Owner' or 'Owner of a Certificate% or any similar term,
when used with respect to a Certificate means Vie person In whose name such
Certificate shall be registered.
'Permitted Encumbrances' means, as Of any particular time: (a) liens for general
ad valorem taxes and assessments, if any, not then delinquent, or which the City may,
pursuant to provisions Of Article V t.f the Lease Agreement, permit to remain unpaid: (b)
the Assignment Agreement; (c) the Lease Agreement; (d) any right or claim of any
mechanic, laborer, materialman, supplier or vendor not filed or perfected In the manner
prescribed by law: (e) easements, rights of way, mineral rights, drilling rights and other
rights. reservations, covenants, conditions or restrictions which exist of record as of the
Closing Date and which the City certifies In writing will not materially Impair the use of
the Site: aid (q easements, rights of way, mineral rights, drilling rights and other rights,
ressrvatlon,,. cove; ants. conditions or restrictions established rollowing the date of
recordation of the Lease Agreement and to which the Corporation and the City consent
In writing.
'Permitted Investments' means any of the following:
(a) Fedora ..aaurlties;
(b) debentums of the Federal Housing Administration;
(c) obligations of the following agencies which are not guaranteed by the Unites:
Statcs of America: (q participat!on certificates or debt obligations of the Federal Home
` Loan Mortgage Corporation; gq consolidated system -wide bonds and notes of the Farm
Credit Banks (consisting of Federal Land Banks, Federal Intermedlato Credit Banks and
Banks for Cooperatives): (Iii) consolidated debt obligations or letter of credit- backed
Issues of the Federal Home Loan Banks: IN) mortgage - backed securities (excluding
stripped mortgage securities which aro valued greater than par on the nrtlon of unpaid
pnncipag or debt obligations of the Federal Nstional Mortgage Association: or (v) letter
of credit - backed Issues cr debt obligations of the Student Loan Marketing Association;
(d) Federal funds, unsecured certificates of deposit, time deposits and bankers
acceptances (having maturities of not more than 565 days) of banks the short-tern
obligations of which are rated In One of the three highest Rating Categories by Mccdy s:
(e) deposits which are fully Insdred by the Federal Deposit Insurance Corporation
('FDIC') or the Federal Savlrgs and Loan Insurance Corporation ('FSLIC'):
(1) debt obligations (exctuding securities that do not have a fixed par value and/or
whose terms do not promise a fixed dollar amount et matudty or call date) rated In one
of the three highest long -term Rating Categories by Moody e:
(g) commercial paper (having original maturities of not more than 365 days) rated
m one of the three highest Rating Categories by Mows.
(h) Investment In money market funds comprised solery of obligations rated In one
of the three highest Rating Categories by Moody's. end
Exhibit A
Page 6 2
M repurchase agreements w;:h S
() any institution with long -term deft rated In one of the three highest
a,ting Categoe.eo by Mced/s:
Federal Bankruptcy with r•Y corporation ided her entity that falls wider the Jurisdiction o1 the
(A) the term Of such repurchase agreement is less than one Year or
due on demand:
(B) the Trustee or a third party acting solely as agent for the Trustae
has possession of the �011ateral;
(C) the market value of the coltatPrel Is maintained maturity of .(a) one
(1) it valued dally and with a remaining
year of less, at 102%: (b) five Years of less. at 105%; (c) ten years or
le-, at 10696; (d) fifteen years or less, at 107 %; and (e) thirty years
c ;s. at 113 %;
(2) it valued weekly and with a remaining maturity of (a) one
ear el 1111 ib't( �11tt� Yearsyo less(et5118 %110%: (c) ten years 3, or
(3) it valued monthly and ears or less,aatl116 %t( ltten Of years or
year or less. at 108 %; (b) five Y thin ears or
less. at 11996: (d).fifteen years or less. at 123 %: (e) Y Y
less, at 130%; and
(4) if valued quortsd and with a remaining ma:udty of (e) one
y
rr
year or less. at 106%*. (b) Years a esyl 130% B ( t
and (a) years
tNrty
less, at 128 %; (d) % ran
or less. a: 135%
(0) failure to maintain the requite collateral levels writ require the
fli
Tmtee to liquidate the collateral Immediately:
(E) the repurchase securities must be obligations Of, or fully
guaranteed as
( to Principal and interest by. the United States of America:
and (F) party
(Fl the repurchase securities are free and clear of rrry
lien or claim: Or
()ii) with financial Institutions Insured t the FDIC or FSLIC or any broker -
tlealer with 'ratan cuslomers'which rfalls undertthe jurisdiction of the securities
Investors Protection Ccrp. ('SI C7. P •
Exhibit A
Page 8
(A) the market value Of the collateral Is maintained as described In
pp(c) above: solely as agent for the Trustee
(B) the Trustee or s thud party acting
has Possession of the collateral: priority securtly interest in the
(0) the Trustee has a Perfected first P
collateral; third party lien or claim end.
dealer with 'relefl customers' which fails under the
(D) tool collateral broker IS free and clear it any t acquired Pursuant to a
In the case the collateral wile
rchaso agreement:
jurisdiction of SIPC.
repurchase agreemeht or a reverse rep
securities must be obllgallona olI or fully
(� the repurchase seta
the United States of America:
guaranteed as to pdncjpat and hAerest by
and
(Fl Iailure to maintain the reouis!iatet ,,lateral levels will require t e
TnMteo "quidete the collateral immed /•
can Francisco. Cal tomn at o
'PAnci al Co orOle Tntst office' means tcorpora Association. `
at Bank of America National Trust end Savings written notice Oled with the City and
i bated by the Trustee
at such otherOrl address "9 g
the Corp or Indirectly In a trade of business
Use activity carried en by a Poison other member of
® prNate Business means use di,eWb
carne) on by a on or In
any
natural person. exc,uding, huwever use by a gove mmenla! unit end t•se as
In general 6ubIIC. original
premium, If any less
-Proceeds.'
Pro_ c� ''"nen used �w Intertest and original Issue Certificates— moans the face amount
of the CenAlcates, Plus accrued
Issua d,scO❑nl It any ta74
m ulatlon Ot the Yield of) a ea
'Purchase • !Or the Purpose 01 rem Price' in sections taTJ(bl and 1211
the
in eneral, means the Initial Offering PACs 0/ the rganLatlon
Agreement. has the same meaning a4 ersorla or or list :mn n4 oillhe
of the code. and, g 1ers et which Price a subStncei Pam, try the ItnR
Public (not Including bond hcuseS and brokers. Or similar
ric arlaced the p
a ^jry of underwriters or wnOlesa ) Avalely P buyer The to
'Purchase first ,n the cap It the Certificates are p
Cert liwtes are sold Or, u,sillo•, cost of the Non urpusa Rives lmente. means
buYar or no CeA,ficates Or the utation of thO Yield sits on the date of use of Gross
Puce' for the Purpose of com NOnpurPO.a Investments II later, on the dais that
Ih9 to,, market value 01 the NOO acquisition
O Investment becomes a Nonp rP
Procaeds of the CertUlcatCa IOf B t4onp 1pn theIOOe
I Investment Property constituting a
Investment of the Cert,IIC81e4
l7 Exhibit A
Page 7
'Rating Category' means, with respect to any Permitted Investment, one or more
Of the generic categories of rating by Moody'e applicable to such Permitted Investment.
Without regard to any refinement or graduation of such rating Category by a plus or minus
Sig
'Rebate Calculation Period' means the one -year period beginning on the
anniversary of the Closing Date In each year and ending on the day prior to the
anniversary date of the Closing Date In the following year except that the first Rebate
Calculation Period shall begin on the Closing Date.
'Rebate Fund' means the fund by that name created by, and held by the Trustee
pursuant to. Section 8.07 of the Trust Agreement.
'ReoiStfatlon Rooks' means the records maintained by the Trustee pursuant to
Section 2.12 of the Trust Agreement for registration of the ownersnlp and transfer of
ownership of the Certificates.
'Regular Recr Date' means the Close of business on the fifteenth (151h) day of
the month preceding ich Interest Payment Date, whether or not such fifteenth (151h)
day Is a Business Day
Code. 'Regulations' means temporary and permanent regulations promulgated under 4
'Rental Perotl' means each twelvo-month period during the Term of the Lease
Agreement commencing on December 2 in any year and ending on December 1 In the
next succeeding year
'Reserve Fund' means the It.nd by that name established and held by the Trustee
Pursuant to Section 6.01 of the Trust Agreement.
'Reserve RC uirement' means an amount equal to S
Avenue.SGarden CRY New York 11530, Fax -(516) 2i7 -4039 or 4180; Company. Securities
Trust Company. Capital Structures -Cep Notification. 440 South LaSalle Street, Chicago.
Illinois 60605. Fax - (312) 663 -2343; Phhedelphla Depository Trust Company,
Reorganization Division, 1900 Market Street. Philadelphia. Pennsylvania 19103, Attention*
Bond Dopartment Dex -(215) 496 -5056; or tc such other addresses and /or such other
registered securities depositories holding substantial amounts of obllgation3 of types
Similar to the Certificates.
'S_te' means all of that certain real property located in the City described in
Exhibit A to the Site Lease and Exhibit B to the Lease Agreement which Is to be
developed by the City as the Northeast Community Park.
Site Lease means the Site Lease, dated as of Decomber 1 1988, by and
between the City and the Corporation, together with arty duty authorized and executed
amendments thereto 0
Exhibit A I ��
Page 8
5
'State' means the State of California.
Term of the Laase Agreement' means the time during which the Lease
A ^•cement Is In effect. as provided iq Section 4.2,)f the Lease Agreement.
Trust Agreement' means the Trust Agreement. dated as of December 1. low, by
and among the City. the Corporation and the Trustee. together with any duly authorized
amendments thereto.
'Trustee' moans Bank of America National Trust and Savings Association, or any
successor thereto, acting as Trustee purnuant to this Trust Agreement
'Yleld' means that yield which. when used in computing the present worth of all
payments of principai and Interest (or other payments In the case of Nonpurpose
Investments which require payments In a form not characterized as principal and Interest)
an a Nonpurpose Investment or on the Lease Agreement produces an amount equal to
the Purchase Price of such Nonpurpose Investment or the Certificates, all computed as
prescribed in applicable Regulations.
Exhibit A I 2
Page 9
M..." I#=.. �. i] N AIM
#Y
EXHIBIT e
FORM OF THE CERTIFICATES
CERTIFICATE OF PARTICIPATION
(NorthCost Community Park Project)
Evidencing an Jndivided Fractional Interest of the Owner
Hereof in Lease Payments to Be Made by the
CITY OF RANCHO CUCAMONGA. CALIFORNIA
As the Rental for Certain Property Pursuant
to a Lease Agreement With the
P 'io Cucamonga Pub71c tmprovement Corporation
NUMBER
RATE OF INTEREST MATURITY DATE DATED DATE
CUSIP
December 1. 1998
REGISTERED OWNER:
PRINCIPAL AMOUNT'
DOLLARS
THIS IS TO CERTIFY THAT the registered owner Identified above, or registered
assigns (the -Owner). as the registe-ed owner of this Certificate of Participation (the
'Certificate'), is the owner of a direct, undivided. fractional Interest In lease payments
(the 'Lease Payments') payable under and defined In the Lease Agreement (the 'Lease
Agreement -). dated as of December 1, 1988, by and between the Rancho Cucamonga
Public Improvement Corporation, a nonprofit, public benefit corporaton organized and
existing under the laws of the State of California (the 'Corperationl, and the City of
Rancho Cucamonga. California, a municipal corporation and general law city organized
and existing under the laws of the State of California (the 'City ), which Lease Payments.
prepayments and certain other rights and Interests under the Lease Agreement have
been assigned to Bank of Amed:a National Trust and Savings Associbtlon, as trustee
(the Trustee I. having a corporate trust office in Los Angeles, California.
The Owner Is entitled to receive, subject to the terms of the Lease Agreement, on
the Maturity Date Identified above, the Principal Amount Identified above, representing e
direct, undivided fractional portion of the Lease Payments designated as principal
Exhibit 8
Page 1
13 CU
commencing June 11989 (each, a'Payrnent Dated until payment In full of said Principal ;
Amount, the Owner's direct. undivided trartlonal share of the !ease Payments
..gnated as Interest accruing during the six months Immediately preceding each of the
,.yment Dates: provided that Interest represented hereby shall be payat,re from the
Payment Oslo next preceding the date of execution of this Certificate t -less (I) this
Certificate is executed on a Payment Date. In which event Interest shall be • eyable from
such Payment Date, or g7 this Certificate Is executed after the dose of business on the
fifteenth day of the month Immediately preceding a Payment Date. and prior to such
Payment Date, in which event interest shall be payable from such Payment Date, or
fill) unless this Certificate is executed on or before May 15, :989, In which event Interest
shall be payable from December 1. 1988. Said direct. undivided tractional share of the
portion of the Lease Payments designated as Interest is the result of the multiplication or
the aforesaid portion of the Lease Payments designated as principal by the Rate of
Interest per annum identified above. interest represented hereby to payable In lawful
money of the United States of America by check or draft of the Trustee mailed by first
Gass mail to the Owner at his address as It appears on the registration books of the
Trustee, as of the `sse of business on the fifteenth (15) day of the month immediately
precedinf each yment Date. Principal represented hereby Is payable upon
presentation and surrender hereof at the corporate trust office of the Trustee in San
Francisco California.
This Certificate has been executed and delivered by the Trustee pursuant to the
terms of a Trust Agreement by and among the Trustee, the Corporation and the City.
dated as of December 1, 1988 (the ?rust Agreement). The City Is authorized to enter
into 'he Lease Agreement and the Trust Agreement under the laws of the State of
Califomla. Reference Is hereby made to the Lease Agreement and the Trust Agreement
(col.tes of which are on file at the corporate trust Office of the Trustee in Loa Angeles,
Callfurnla) for a description of the terms on which the Certificates are delivered. the
rights thereunder of the registered owners of the Certificates, the fights, duties and
Immunitlec of the Trustee and the rights and obligations of the City under the Lease
Agreement, all of the provisions of which the Owner of this Certificate. by acceptance
hereof, assents and agrees.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
CERTIFICATE SET FORTH O;V THE REVERSE HEREOF WHICH FURTHER PROVISIONS
SHALL. FOR ALL P `POSES. HAVE THE SAME EFFECT AS IF SET FORTH IN THIS
PLACE
The Trustee has no obli jation or liability to the registered owners of the
Certificates to make payments of principal or Interest with respect to the Certificates
The Trustees sole obligations are to administer, for the benefit of the registered owners
of the Certificates. the, various funds and accounts established under the Trust
Agreement The Truster makes no representation concerning the recitals contained
^erein
the City has certified recited and declared that all acts. conditions and things
required by the constitution and statutes of the State of California, the Lease Agreement
and the Trust Agreement to exist, to have happened and to have been performed
Exhibit 8 I S 1
Page 2
precedent to and In the delivery of this Certificate, do exist, have happened and have
been performed In due time, form and manner as required by row.
IN WITNESS WHEREOF, this Certificate has been executed by Bank of America
9onal Trust and Savings Association, as trustee, acting pursuant to the Trust
ureement.
Date of Execution:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Tru3te3
By
Authorized Signatory
(FORM OF REVERSE OF CERTIFICATE)
The City Is obligated under the Lease Agreement to pay Leasu Payments from
source of legally available funds and the City has covenanted in the Lease Agreement to
make the necessary annual appropristlons therefor The obligation of the City to pay the
• Lease Payments does not constitute an obligation of the City for which the City is
Obligated to levy or pledge any forth of taxation or for which the City has levied or to Pay Lease Payments does
not coestn elan Indebtedness w thin the meaning ng cf any constitutional or statutory debt
timitatlon or fettrictlon.
To the extent and In • a manner permitted by the terms of the Trust Agreement,
the provisions of the Trust . ,jreement may be amended by the parties thereto with the
written consent of the owners o! at least fifty -one percent (51 %) In aggregate principal
amount of the Certificates then outstanding, and may be emonded without such consent
under certain circumstances; provided that no such amendment shall Impair the right of
any owner to receive, in any case, such owner's fractional share of any Lease Payment or
Prepayment thereof in accordance with such owner's Certificate, without the consent of
such owner
This Certificate Is transferable by the Owner In person or by his attorney duty
authorized In writing, at the corporate trust office of he Trustee In Son Francisco,
Cabfcrnla. but only in the manner, subject to the limitations and apOn payment of any
charges provided In the Trust Agreement and upun surrender and car:cellatlon of this
Certificate Upon such transfer, anew Certificate or Certificates of an authorized
denomination or denominatrons for the same aggregate principal amount will be
delivered to the transferee In exchange herefor The City, the Corporation and the
Trustee may treat the Owner as the absolute owner hereof for all proposes, whether e
not the payments represented b1 this Certificate shall be overdue and the City, the
Corporation and the Trustee shall n it be affected by any notice to the contrary.
Exhibit B
Page 3 I .7
The Certificates maturing en an-1 after Dev1mber 1, 1894, are subject to optional
redemption In whole or In part on any Payment Date (but not in a total redemption
amcunt of less than $20,000 at any one time) In Inverse order of maturity, and by lot
V •n a matudty, on or after December 1, 1993, at the principal amount thereof together
v- . the premium set forth bolow (expressed as a percentage of the total amount to be
redeemed), together with Interest accrued and unpaid thereon to the date fixed for
redemption, from the proceeds of optional prepayments of Lease Payments made by the
City pursuant to the Lease Agreement:
Payment Dates
Decemttar 1, 1933 and June 1, 1994
December 1, 1894 and Jvne 1, 1995
December 1, 1995 and June 1, 1996
December 1 1990 and June 1, 1997
December 1, 1097 and each Junc 1
and Dece *r 1 thereafter
Premium
1997 and
1894 1995 19% thereafter
`h% 1 %
0 `h
0
fK% 2%
1 1'h
`h t
0 h
The Certificates are subject to mandatory redemption in whole on any data, or in
Part on any Payment Date, proportlonatetv among maturities and by lot within a matur!!y
from the net proceeds of an Insurance or condemnation award to the extent crew ed
towards the prepayment of the Lease Payments by the City pursuant to the Lease
Agreement. at a rodemptlor, price equ41 to the principal amount thereof to be redeemed.
together with accrued Interest to the dnte fixed for redemption, without premium
Notice of redemption, unless waived. Is to be given by thu Trustee by mailing an
official redemption notice by first class mall at hest thirty (30) days and not Mora than
sixty (60 days prior to the date fixed for redemption to the registered owner of the
Certificate or Certificates to be redeemed at the address shown on the Certificate
registration bt.oks maintained by the Trustee. Notice of redemption having been given
as aforesaid, the Certificates or portions of Certificates so to be redeemed shall, on the
redemption date. become due and payable at the redemption price therein specified,
and from and after such date (unless the City shall default In the payment of the
redemption price) Interest with respect to such Certificates or portions cf Certificates
shall cease to be payable.
ASSIGNMENT
For vrtue received
assign and transfer unto
the undorsigned du(es) hereby cell,
(Name. Address a nd Tax 1dentificabon Number of Assignee)
Exhibit D
Page 4
E
`J
s
K "' f7:•
the within regtstcred Certificate and hereby Irrevocably constitute(s) and appoint(s).•.?'
attorney, to transfer the same on the Certificate register Of
the Trustee with full power of substitution in the pr5mises. ,
Da" i Signature:
60
Nola: The alonatwelsl on into Assignment roust
conespond wllh the name(s) as written orl the face
of the within regbtared C811ficote in every
parumlar without allaratlon or anWrgemanl or any
change wMlsoever.
Signature Guaranteed:
Nate Sgroturetsl be guaranleeo by a
memt -r li m of -he Ne xk Stock Exchange of e
co'nmer0al bank W tmst Comp8110.
Exhibit 8 1 l�
Page 5 1
f
■
BUCHALTER
�•� wwna ary
W IywC.f CO. ly10.«J M••yl rt
•(J. •N•iwi
V Y1q
4w A {L LMWww • Wyyt1
v ryr�M•
r •.{r Jr
7 or..acs a•
NEMER, FIELDS
1.110 >OO
aea •ow. .11n{[w 01.19,
'Oe ANa CI[e. UNIOw41A 000'7N'{)
r[ICINON[ Il i it atw•1t00
•Cl9C0II9M 1913• aa!•llaa
tClf...11 atilt UA
C..'1 -0 ... a. aYCNN[M
November
8,
1 9 a a
Via Messenger or Courier
To tite Hambers of the Financing Team
& YOUNUER
ilia OrL.V 'y�:
Mli(.•.r.. u.. YP
.Oa .wOSJI •". -.OhJ 9001• Mal
np
n��nrLla
w (w
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.(M9Mi..wJ IM1M
lou «caul omec
Re: Incho Cucawnga, Northeast Comunity Park
_anapcin3; Drafts of Underwriting Docusants
Ladles and Gentlemen:
Enclosed please find drafts of the Preliminary Official
Statement and Certificate Purchase Agreement proposed for use in
connection with the above financing. These versions have been
marked to show changes from the previous draft and include those
changes suggested at the recent all--hands meeting.
• We look forward to receiving any final comments you
have regarding these underwriting documents at your earliest
convenience
�J
Sincerely yours,
BUCHALTER, NEMER, FIELDS i YOUNGER
I .l� -
�— Lisalee Anne wells
LAW /nla
Enclosures PSt A preliminary estimatednBillingrof the etransaction
and the proposed lease term has bean prepared
by Tom Lockard and is enclosed with this letter.
L.A.H.
135
DRAFT
MARKED TO SHOW CHAT
PFF1MMUR r OFFICIAL S731'FD OC Dk= 137M 3FR —w 1588 11-9-86
t+Ett irate RA=25: MMOYIS:
(Sae "Rating" hexes rid)
m the opinion of Jones Kill Hill 6n�e.�h�i�te�, A Pmfmsiaul haw
on
Corporati, San Francisco, mlifoahia, Special Omnsal. subject, however t0
certain qualifications described herein, terrier existing law, the portion of lease
paymits � f icatee� c=luded from in ome orf federal inxxm tax piupoaes lard
f is not an item of tax preference for purposes of the federal individual and
corpoxats altamative minimum torus, although it is included in adjusted net book
inccme and current earnings in craputug the alternativa minia;a tax irposed can
+ certain corporations. in the further opinion of special Cttmeel, such interest
is exempt frm California personal emme torus. see °DUX 270 5=al" herein.
$3,500,000'
MMASTA2F5 OF P]lHl'1CIPATIQt
/ \ RARg9lSfAOQYLP7IIY 1hAFOC R'O.TfX.T)
EvldxLxJ undivided Fractional Inntarcrts of
e Ounaa Thereof in Isam Payments to Be Horde
by the
MY OF RANMO C10li M, OIXFOR;rA
as the Fantal for Certain Property pursuant
to a Issas 1gnsnsnt with the
• CA7FD: Dsceober 1, 1988 =t Comber 1, as shown below
Intaxest due with respect to the Certificates is payable semiannually
on each June I and Cecomber 1, commencing Junes 1, 1989, by deck or draft of
Bank of America National Trust and .savings Association, as trustee (the
lq%ustes"), mailed by first class mail to the registered mrm7i of record at the
addresses shown on the Certificate registration boots aintained by the Trustee.
principal of the Certificates in payable upon surrender of the r rti N,atme at
maturity at the prine11e1 corporate trust office of the Truxtae in San
Francisco, California. The certificates are to to dalivered as fully registered
certificates in dvnasinatiae of $5,000 or any integral rultiple thereof.
The Certificates are abject to redemption prier to maturity as
r:9(7 ribd Mein. Thu nerti fig mum mst rinhg on and after December 1, 1994, arc
subject to cpLianal ice* Rte ((as d redemption prior astsrity m cr after Deosdxr it 1993, on
from the prvasxL of optical pr5peymi nts of Ims� �� set forth herein
kmysents do ImA defined hareem)
s h>,. the sty of Farncno � (tie 'Clip•) pursuant m tie Ienee xgeesc,t
deflnod harmin) 'In ton prepayment datm sat forth herein. see 'TAE ITPICK= - Rdapti st.•
A
The City has covenanted under the I—sa Agreement can defitxsi herein)
that so leg as the Prejjuct Las defied herein) es available oror —use, it will
ARL
JPrelimenaryr subject to caqa
0017QA7 I �s (o
. .. -..r
chained herein) in its to � r!' to snrluda all of its ob""tion ^Of tin City to mks Loam s ticm PWIMmts thamfors
_bll ant
S111 I or for l� rCity has levied ro obligated � �� °dge taxat, any re�
111MI1g 12M UM "ASR 00: 0MXGATZOtf,OP TM CITY M MARE LEASE
CMMTTTEMON cr WM � O FVLITlG1L aTcIvlsr=A �r = .Tim SnC
X81 Q?FaIT OP T3$ QTY, OR OF ANYpg ya(� '"E. OR A pf_LT=rIIr. Opp MM
1911 MM sammm&v
Mook"r�i 1 Price
11,95", 89 (SZLYitif�
990
91
92
47
9{
95
96
97
8
A
and it e✓va -tad � saner are offered to the public by the re as
Jot" delsver+ed err! received, subject to
will bets Nits iii; end i , law MaFOntion, � lt� -coL
California, SpaOial __
Pcof&niaml Cmporstlon. LosMAftwiter by falter. 1;4mw Fields Yoursfec. a
ted °bOU i°ac� er 1988. lable for del.l� very 1n Earf z12a ciLsm"Gliff0clia °on or
man i
Dated: 1Awmber .3986
!Y"l iai+ary, subject to cania
I3l
•
t
No der, broker, sale san or other patscn has been authorized by ,.
the city eu aper
to give any infcmnticn or to meks any rupta tiara other thm those
con.aind lenin ard; if given or meu, erdh other infotretim or repreeertaticn t
,.st not be slid LX= aw sling bon authorized by tm,((City. ayis D�lielal
"'l Atament dove not ccsetitute an offer to sell or the solicitat)ch of an o.far ro
bey ins shall 'ttera be cry sale of the Cettifintae by a patsm -in ary
j=ixuc ion in which it is wawwftA for eudh parson to ada surly an offer,
solicitation or salo.
official Statement is not to be coatnmd as a Contract with the
purcasam of the certificates. Statements aahtairrd in ttyis official Stxtment
vhich inml'm estfsetas, forecasts cr natters of opinion. ~tether or not
expressly so d scribed herein, are intanded solely as sum and an not to be
=Wtsued as a reptwhtatim of facts.
s, 1te infotomatiot set forth horain has been cbtaind from sasses which
are believed to be reliabla but it is not guaranteed as to actrracy or
t
The caipllo -ar" an ern not to be rnettyed as a r"=mwe Cation by tte Mderwrite�
entice ern ra"n a expression of opiniee herein are subject to
er delivery of this official Statement nor a� a ode
hereurrhar ahali'; Under any ciramstancm, create any ivplimtim that these Tam
ben no ctwxp in the affairs of th%City since the data tereof.
•
E
ii
i 3e
•
A
M4
Ch :�ar 'I. L. Stout. MAyar /Chalxta�n
r ?�`'rri4ht, t4tiYaa' Fio
Dab=M N. arc�,-A
—_--- . 4'amcilpatsa,Vriabac
CDIY AM AD:;y sl"p
Joe v c � � tvu DSxx tot
JIM m t, dm .i cxativo thmiar
Jams L. marimn
Eliizabath , City Attuaney or
Jaam C " �,�� t
&MMIL CLatiCL
J9naa 8431 H171 & Rate
A Smt Fro null L � tiat
FDWKMtL DIWLT
Fiald:M, Fblapp : Asaociatoa
trVin" thlitornia
'mod
flank of Amrtica Natilxul Trot art!
A%saciatirn Lx hiela, Calitorr
iii
13 Cl
Fil
v {`
MBM OF cafr l5
'.@P91faC S77LTD¢27f
v1
ICCATTCN MAP
1
1:MccumuN . . . . . . . . . . . . . . . . . . . .. .
I
ISTn91= SOUR=S AND M S OFAEM ,
2
DcscRnYucN of um gnmz
r
,
7
r'
RISK FAC1-
mL4.�L Not A Gsnerai Obligttia}e ..........
3
• • •
No Liability Of M corporation 1b ar CWwk a
.
Ltmitsd Pacu¢se On Nfault
4
.
Abat®mt
.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
'
'Dfl: CIID:'IIZCAT1`'J
• • • • • • •
l.enatal Pr w�ision s
9
. . . .
C..rnral Asddaptlm Provision • • • • • • • • • • • • • • • • • •
g
..0
S -O§ Of Payment For Ttn Cartificatss�
. . . . . . . . . . . . . . . .
� payments . . .
7
. . . . . . . . . . . . . . . . . . . . . . . . .
e
{'
LE= AGREEMEif
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
reaae Paymenta� .
8
.
Insurance
. . . . . . . . . • • • • • • • • • . . • . . . . . .
Default And PArEdioa
to
. . .
O n thvrPttvisitt .. ...•••.••...•...••...
11
. . . . . . . . . . . . . . . .
Tezmimtion
u
.
........
u
Tam +1' .... • • . • • • • • • • • • . . .
Funds Acct Amorts
v
. . . . . . . . . .
Lrraetarm of tiinye • • • • • • • • • . • . . . • • • • • • •
13
�`�Y. Tretnfer and Payment of Certificates• • • • • • • • • • • • •
1S
• • ` • • • • . • • . •
Limitation of Ltabillty
16
.
16
. . . . . . . . . . . . . . . . . . . . . . . .
17
ASSIQM:r AGPMMM
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
IM CORFnPATION ..
.
CITY ETWOMAL INftRMMCN
. . . . . . . . . . . . .
Ptn
18
.
Asssed Valuatitn and Tax CUllectionn` . ` • • • • • • • • • . . . • •
es
18
Oonstituticnal Amendments Affecting City Fevernne
19
. . . . . . . . . .
21
TM' CITY
. . . . . . . . . . . . . . . . . . . . . . . . . . .
22
A
iv
14 v
�. .. " , - _E ��� yr.._.� rip: • .
,.a
0
•
t IICN• . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
29 ^'
' • :a'A]FI LEGAL FATTER . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
ABSINCE OF LiTIGATTQF
. . . .
30
AVATLABII.TTY OF NCLVDIM .
. . . . . . . . . . . . . . . . . . . . . . . .
30
Ut10F1d'8t1191C . . . . . . . . . . . . . . . . . . . . . . . .
31
tIISCII130d= . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
APPFNOI3f A - FtM OF FSNAL OPTI;TCN OP srE=L COONM.
. . . . . . . . . .
A -1
_�PFNDIX B - AI�J 7I'ItD FSNANCgL STATF74127I5 fFI8O1L �'FA1i 19P7 -881.
H-
iN (:iu'QL'1'iCN WM TM OFFERING. '110.'
i1j)ER0UM NAY OYII2 -ALidP
E TE= U'4 S `TSCMS %acK
CR
BTABTL m OR F41nM IN 'DS mm= PRIt>:� OP
CFRT3iZCATES AT A LEVEL ABOVE
:im
OW WNTCN FQGW OT1WWLi M PREW
IA.'�T. sucH t7PlGTT Z=, IF ca#04=, FAY BE OTSWYTINOFD AT ANY TIlS� OPEN
0
•
"i • Scamw Sha =W
;
,'• H I stM O IMALrS Is Sustlrl v AIL I�SPt7C1S Tu Tl� hs7te OWL=
�.
17iRFSpTTCh IN THIS OFFICIAL SITTFSQT7f ACID 'lam OkT•iRI1G OF .(M CEUMC7= TAT'
F
11r= n VEMMS IS HAM CtW BY MEMM OF THE 32amm OFFICIAL SJ9UDMIr.
R+rPoee . .. .. The ecquiai•1on or artaln tssl property for ;
dovelcpmont as the Ncrth MIL'A�m unity Vie
rA
-project-) to be leased to the City of Fueho
,= Cua"Onga, California (the "4ty"), urdar a, lease _t
agrswmnt (the 'Lease Agreement ") with the Pandw
"corporation' ). 110 n*zm�nt Corpmtiw7 (the
.. Cextif Security for
.. . . . . .
7!e City is obligated wive• the Iaaw Agreement to
rak!leasL Wyk (the "Iaui Payments") . as the
Project. Each Cactifleate
raPr*Mw*4 an urdlvidd „fr.etimtl interest of the
” arnr• thereof in tae" Payments to be mad. by the
city as has i
omw=tited under the leastifiatr.. The City
long as the Agtfor tj) that so
IYOject is available for Ue city�e .
tae, it will tats Much action as aey•be,reqwt'y
4. to Include the Irse PaymentA in its lAAget3kd to
melu the naccoaary appa¢•iatiora thernfat. See
i', "7FJISE :dttt> Ir — INMe, Aysentx ",herein. t)(dar
t^ CYlif•.mila law, the obligation of the City to mica
'' • ="iI Aayeenla (other than to the Wtwnt that C.m"
are available for Ouch purpose in aooamt.
eetablichsd =Par the Trust AgcewentA from
)s.•aade of the Certifiates)• art be Abated In
W OI& or in part it the .City don not have NU
tae and poseession of the Project. A. Awerve ilmd
is eetablishelAin the aoaart,I�Wd hrtsyi from
certificate pznoendn for the butsfit of the aaure
of tho Certificates. The Corporation will assign
to the Tltatse for the bwAfit of the owners Of t.A
Cartifiatas its eights tmdar the Imam Agreement,
incLuditg (a) its right to receive amounts payable
by the City urdar the Lease Agrsment and (b) its
riot to enforce AMOtnts Payable upm default: but
atwsptirg certain riots tc In etif=ation wd the ..
payment of Lees and exp ".
Fora of Cartifiatae . . . The Cart lsc&r s orM n i a+ aryl daliyerecl 1n
Hilly r'atliatersd Loon Sn denaeiraZ,re of $S, OGO or
arr� integral Matiple thereof (.md in ar
de.nattatiaa it nOOeasary in =70-tkn With a
Partial redemption).
vi
2�
L Padenptlon .. . .. . .. The certiamtaa are mubject to
-+ °e xalewtim Prior to m+tmrit dy r n
herein. oAe ^IfIE CE'I akT'ES - IgjeWticn
The t 1 • • . • .. . . The City is a California goAral law city, bated
` in n Bett�,ai m�r,t„ wii�t a oavi,rT„n of
an cf
The Cbrporatim . . . . . . 7h LMP=tJ,,,i was craned 11, a norq =.f�.i�t, uhiic
and it v Por trL 3r i7Rd and the 4^!to O!
Chl arnia.
THE 120 -T"M OF TFO: =y M HM IFJISE PAITEMS MM THE MiE
r AGFMDGM IS AN C3LIC7=Of FRVMZ fAIX V K c=,S CZMU.L FT.= OR ANY OnCM
Qr FV'.1OS IM&C .Y AVAIIAgIB To THE CriY ZM UM PAl?aM' OF LEASE P.MMM.
1HE OH.,IGAno"' OF THt.° CTIy To PAY M%= RU MM OCES MT CCFSTIT= AN
OBLIGATION OF WLE rM NFZCH ME =n IS IS MXCAM To MW OR RE= ANY
MM OF TAXATION y,FOR Elam THE a11t MS IEVM OR PLEL= i%Y FMH CP
Mk= -.ON. 7m CN OF TFz cilY To PAY IF'ASE PAMUS WIER THE LEASE
ACRMM?r DOES Wr OJlbTr = A Dar OR DM 'LM> H SS Cf. THE CITy, TN2 SfJ17£ Cl,
CALL1 MMk CA ANY Of M POLITICAL SLTOIVIS -06 1,,rXDi THE MLVA2t, OF �N1C
atlTITma'AL m -'mm TORY DOT LIFL^=ct; CA REsm IcrLa1.
vii
1 4-E3
•
•
-A
\• \. KAKS QaLSii /
LOCATIM MAY
y IovxTr \ /
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tirlP ' M'Allrrr rq.��� ItT[Il %••
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•uu•
C I � � �• YMM [OS Anu[t[n / 4�
�•ii COl't T\ /
N M_ p� �r
� ., rule\ •,....t
i ` ` r tMr�a.� � •AM utf.t01 ♦.1 r
I .�.rt' rwinA •NY f•
r
rrwrlt I 1 ww .�+An ^ � yl taww
•. \\` s ry �tY � �twrn Yll aYM �� � 't•\ I
f`• I � �rH ` � uwrYlr(4 Y• \
r t t \
wurtlr••• `' �
•�is1 vrw •\
OnvW . .i'ir•1 � 1�1 � \'\
,� I } � •i ' rrrft 11D1 ru tTrwl
rn[n4r•:r
tw O.t'r L LOL'nli [M[11t�
1 M•Yrr
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a,too col•NTT \
Yl ten
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S! 61
1./ 1 I • \• / i0li�il
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APIA �A /[11[0
E�
°2 ' VV
viii I L+ H
M � i
Y ?: "a
OFFICIAL Si9MMEW
$3,500,000`
C17=CATTS OF PARPICIPATiCN
LVidraO v1d*d Mekiaral� intere&ta of
the esters Tiereof in lease payments to 8o Made
by the s
Crry OF RAN(= COCMCWA, CALZRINIA
as the Rental for Certain property p,raant
to a Lemse Agreement with the
PMJM CUa M UN PUMUC UOVO4FM M OWd%ATICN
Table of Contents pt�s aas3'af this Official Statement, whicn includes the cover page,
information acnomming (the
ale and �Svery o ), he to Provide certain
Y of the Certifiaates of
Partieipatim (Nort4eeetACOIXIrdtY Fufc Pro�eet) (the "Certifieatr'ry, SS�,,an
aggralat4 Principal am=t of 53,500.000, evidencing uMividcd frsotidtial
interests Of the registered a vam thereof (tea "Owners ") in lease payments
�Wse Payments ") to he made by the City OP Rancho Cuamtga, Califrni (the
"City") ,.the anal forAcartain�raa -A -a for fuhu: devvelaoaent as_,� •
IMPtO tt Corporm m (the y erect )� RUxto Cux.�axja lUblic
as Of Daocbnr. 1, 1908 ((the" OrPOr tion ") Pursuer* to a lease agrn+ment dated
executed and delivered l�tt to a TYh ) the dated as arc being
1988 (the must Agreement "), by and a City, Agreement, dated os 0. and 1,
Ameria Natiavl Trust and Savings Assatdation City, the Corporation sad hank of
"Mmtsa "). Each Certificate evidences an ' Ad fractional as tsetse (the
Canis in the lease Pa the City. traeti°aal itrtisest of the
yton:rtts t0 be made r; the City. Ruwaat to an ) Assignment
and
Agtemnt, dated an Of Oeoerktr lr 1988 (the "Aesinswsht Agre®hnt "), l0' and
between the Cbrporaticn and the Trustee, the COrparatim has assigned to the
TYUatsa, for the benefit Of t"e Owners, its rights under the Lease Agreeesnt,
UlCluding (a) its right to amOwrts payable by the' City ;crier rte InW Ass C101"U Yc
and (b) its right to enforce Payment of amounts due upon default, but excluding
certain rights to indemrdfiatlm and to the payment Of far and expuese. All
capitalized terms used therstn arc! rot defined &tali have the meanitga ascribed to
them in the Trust A7reser7nt. Bee ^AV/Lne"rr.r"v ..F Doat_i�y.
In general, the City is ro*dred to pay to the Tnzta6 specified to,
Payments for use of tho Project, wtudh emohunts are inter to be sufficient: in
Loth time and aggregate amctmt to pay, when due, the
respect to the Certificates (sae 'W= AGRED Mf -- l�iipsymsrts") . interest with
Lease Agreement, the City has Covenanted that it will take such action ea may b.
yPrelimuaryn subject to chugs
H
•
'1, -,I',
• neossaaty to inclCds all Lasso Paytants in its budgets and to =ke the neoassaxy
.i appropriations therefor.
The t1 an dAigation of�the City for Watch the City. �7.� d to l.vy m pladgs any .
5' ioa of taxation or for uaich t.'ls City br • lsvi,ed ac aiq. Ym of
t2oa tiro. Neitbmr the Owtif� nor the obliglt.ien of the City to M)w Ialr
Peynwta crostitntee en iniatactneIw of'tbs City, the oocparation, cc atsd'State
,..
Of 4 'MCMI , cc cep, Of it's political aubdivirions within the of
cwgFdt%*.icnal or ���. debt limitation a or, a pledge of this
." faith and craUt of the CitY. tit cartain ?inendal,�q�yion witty
the CLty, ass 'C Xy P9NN®WL -nRC } MMr beraln. Pao a dimae8lat, of a�ertain
ammsdssnts to the Q:tstitvtinn of the seats of California ani their impact on the
' City, ass the boadiM •COnetitutional Arexbmwlta Atfeoking City Aavaues^ corder
"Ci1Y PDVJCW, IINPCFSMMI NN hsrcin.
i
ESTl? ZO SO TCM AND tsm or tVNDs�w
Ter prccft to be received E= ttA sale of the certificate. (other
than accxcrd intent oaich will be depcaited in tJr ,pitmaizrj interest
aaswmt Of the Lee" Peymsnt Avd) are astlarted to be applied as folla+sl
Solnsas of Ralde
i' Par Amctatt of Clertificates . . . . . . . . . . .. . s
'i n
` Total Saurces 5
r
llaeo of Raids
A shim Raid . . . . . . . . . . . . . . . . . . 5
rvo
wjwry Outs itm9• . . . . . . . . . . . . . .
Nderwrltar's Discamt . . . . . . . . . . . . . .
Total U-4w
0 VPreliminalyi subject to charge
2
1
CESCRnmcu of THE Pna= .
The aaoePtual Plan for the NarUUast amaiity Park will incorporate
..,,Sign elsoents which will be uniqua in function. The planned Park tine in with
the EUwanda Creek trail syctsm giving comanity residents Pedoct Tian, bicycle
and equestrian acooss as wall as excellent vehicular access to the site. The
locution aril design of the park make this an excellent opportunity for a
cvMMLatity grasnbalt/trnil system hub.
With the proceeds of the Certificates, the City will acquire
aFpxcndmately 65.9 acres o: open space. This land is vacant of buildings, but is
Plzntad with n>marals fruit groves and is surraurdsd by mmlyptoe trees in
windrows.
The design is oxnintent with the .historic vernacular of the Etiwarda
(Rancho Cucamorrp) SPecific Plan.
RISK rACIMS
The obligation of the City to snks Lase Payments order the LGJ
Agreement dowe not amstibrte an e)ligation of the City for wtich the city must
levy or Pledge any form of taxatlnn or for which the City has levied or Pledged
any form of taxation, nor does it ccnstltrrte a debt or indebtedness of the City,
or the State of California or any political subdivisions thereof, within the
moaning of any constitutional or statutory debt limitation or restriction.
Tine City and Use 3nporation e)Tect that the acquisition o: the prtdect
Will be ooapleted az t-j date of delivery of the Certificates. rho Lease
payments and other 8M=TtS due under the Law Agraeent are rot secured by any
Ple67e of taxoas or other ravarahes of the City. Attnr the date of acquisition of
th e Project, Law Payments are payable froo any Reds lawfully available to the
City, hnhbject to oerta•.n Praisions of the leave Agreeoant. Tn the event that
revenue sources of the city are less than its total lease Payment obligations,
the City could choose to ^ad other municipal serviess before making lease
PaYmelmts. 1116 earns rtsult could occur if, buemas of State of California
Constitutional limits a. ehraccitures, the City is not permitted to appropriate
and spend all of 1m .•,'m: .:ale revenues. See "Can2titutimal Amendments
Affw_ting City Revernhes^ ,sax• "CITY FnVIXIAL MtRgm=CNII N M-air . 8oexvPS, the co em
City has covenanted in the Iause Agreement to budget for, appropriato and make
the Lrass Payments ud other payments due under the Loose Agrees t in each year
during which it has use and ;-ALw sicn of the projevt.
r
h
UI I
��•ti
D=wt as enirgusly provided in the Trust Agreement, the Corporation
as Lie ur sball not have any obligation or liability to the O.Tws of the
CartiftcaL-s with respect to the payment ndwn due of the Isaias Payments by the
City, or with respect to tts oWerAW09 or performance by the City of other
agrawants, conditions, covenants and terms rwquirsd to be observed or performed
by the City under the Lou& Agreement or under the Trust Agreement, or with
respect to the parfonurta by the Trustee of any obligation repaired to to
parfornied ly it under the Trust Agrewaant.
It the City should default on its obligation to make Lear Payments,
the Trustee, as assigr.'he of the Lessor, may retain the Loam A7"ment and hold
the City liable for alt Lane Payments on an annual basis, and will have the
right to re-a rtar and re-let the Project so long as the taxrsasmlit status of the
interest cooponent•of tin Lease Payssnts is preserved. Such re-w ty and
re- lattirg shall yj',t effect a surreeder of tha affected Lease Agreement.
Alternatively, the-'9Tusrse may terminate the Lsar Agreement on default of the
City and psoosai against the City to reoowr damages pursuant to the terms of the
LAaw Agreasnt. No assurance can be given that the Trustee will, be ah to
re-let t1w Project, so as to provide rental income sufftciett to art the Sane
Payments on the Certificates in a timely ear, and the Trmtee is net empowered
to sell the Project, for the benefit of the Owners of the Certificates. Any suit
for awry damages would be subject to limitation on legal rmsdies against
cities in the Stara of California, including a limitation an enforcement at
judgments against funds rm6ad to serve the public Ialfars arc! interest.
In the event of loss or artstantiel interferanae in the use and
possession of all or any disaets portion of t1w Project, caused by material
dam" or destruction is coma alt of abatssentrill of the
h that Project, reaul�tLgPatw�
represents fair consideration for the use mob possoasion of the portions of tha
Project not damaged or destroyed. Such abatement stall ount/n s for the period
coomenlcirg with the date of rich damage or destruction and edits• with the
substantial completion of the worse of repair or replacement of such portion of
the Project. In the went such portion of t1e Project cannot be repaired during
the period of time that proceads of the City's rental lntatuption lnsuranoa will
be available in Lieu of laase Paymnts, plus the period for which funk are
available in the Reserve Fund, or in the went that eawalty insurances proceeds
or condemnation proweds are insufficient to provide for mlplets repair or
replacement of such portion -if the Project or redlnption of the Certificates,
there may be insufficient funds ds to cover payments to the Owners in full.
lye
_ The Cictifimtds will be ewecutod alai delivwW in the aggregate
as principal
nc interest at the nQ t� *s � be dated Geomber 1, 1988, will be payable
payable semiannually on P . &nnm set forth m the cvver pegs hereof, are
Y 0ach .lithe 1 arc( Dsce ber 1 come ncing Jhme 1, 1989
(individually, a "Payment Date "), and will mature an December 1 in each of the
designated years in the WAnclpnl amamts shown on the CO.= hereof.
_ The CartSfie"S will be swatted and delivered in fully
thereoli Principal den'�!1°tiora of $5,000 or in any Integral =11tiipled
t to the certificates will be
Ptine1W1 corporate tent office of the Trusty in San �W�ysat the
Intent with respect to the Certificates will a Calmailed to the wnr of record at the addrees sit t�a� °r California. =
registration books maintakAld by the Trusty far such purposes. Certificate
13�ifm
72he Certificates maturing on and after Deceber 1, 191, are subject•,�o
optional redsptim in whole or in pact on any Psym nt Date (but not in a total
-ion &meant of 1462 than $20,000 at any one time) !n lthvaraa orWS of
ty, std !ry lot within a Maturity, on or after De_wtyer. 1, 1993, at the
Principal a=Mtt thenot toWjnr with the prmiue set forth below (03-9ressad as
a Pwcwtags of the total ammnt to be redeemed), together with interest aocrwd
and unpaid therm to the data fiord for rsdmption, free the Proceeds of
Px*P"yments of Isa4e lhyment2 reds by the City pwrauuht to the Lase
Premium Mid with PAVQct to the Maturity
Date of Any Adaemd C.X. lficates
*preliminary; subject to change
I4,q
•
E
Certificates lmttrirg In
z- -� D,t°
19V ard
22a �YSt YhiCBa�'AY
December 1, 1993
and June 1, 1994
December 1, 1999 —
It It lit
2t
an
and June 1, 1991
Daowber• 1, 1995
0 ) 1
1)
and June 1, 1991
- 0 )
1
Deomobdr 1, 199d
and .Tate 1, 199.
December 1, 1992
- - 0
i
and June 1, 1999
*preliminary; subject to change
I4,q
•
E
en Certificates are subject to marcittory redemption in ubole on any
date )r in part on wry Payrant Late, proportionately among maturities and by lot
vitt , a maturity, fma the rxnt proceeds of an insurance or omdemdtien award to
the uxtant creditd towards the prepayment of the lease payments by the City
pursant to the lease Agreement, at a redemption price equal to the principal
am;amt thereof to be redeemed, together with aoetuod interest to the data fixd
for redemption, without premium.
General, �emotion a2dal A
Uralees waived by an owner of certificates to be redeemed, official
notice cf any such redemption Ball be given by the Trustee on behalf of the City
by miliry a crPy thereof by first class wail at least thirty days arcs not more
than sixty days prior to the dab fixed for rederption to the cwaer of the
Certificate or Certificates to be redeemed at the address shorn on th'
registration boot® maintained by the Trustee-
All offiq"I noticas of redemption shall be dated and shall state: (1)
the redmptior. dye$. (ii) the red ®Aloe price, (iii) if fewer than all
outotarding cattiffcttee are to be redaamsd, the Certificate rudxwg (and, in the
case of partial redemption, thA respecciVe principal amonts) of the Certificates
to be redeemed, (iv) that on the redeption data the redemption price will became
due and payable upon each such Certificate or portion thereof callod redsct*on,
and that interns with rrsp&- thereto shall oease to acme fro and attar said
date, and (v) the place where such certificates axe to be surrendered for payment
O of the redemption price, which place for payment shall bo the principal corporate
trust office of the Truteee in Sari Francisco, Calirornia.
Prior to any redeaption date, the City stall deposit, or %muse to he
deposited, with the Trustee an amount of money sufficient to pay :he redemption
prig of all 'Im certificates or portion oC certificates which are to be
redeemed on that date.
iii
official notice of redemption having been given M aforesaid, the
certificates or portion of Certificates so to be redeemed shall, on the
redemption date, become dti-3 arcs payable at the redemption price the-rein
specified, amd from and after much date (mama the City shall default in toe
payment of thei redemption price) interest with - respect to such certificates or
portions or Certificates doll cease to be payable. Upon mmrerder of such
Certificates for redo pticn in accordanea with said notice, such Certificates
Ball be paid by the Trustee at the redeaptr...e price.
Failure by any Cwner to receive notifn as bee einabove provided Ball
not affect the validity of any arch redemption.
In addition to the foregoing notice, fuvne: notice shall be given by
the Trustee as set forth in the Trust Agreement to contain seo r'ities deposits
and information services, but no defect in said further notice nor any failure to
give all or any portion of audh further notice shall in any manner defeat the
effeutiveness of a call for redemption if official notice thereof is given as
described abrve.
� -7i
:.hall oxe �and�daliAMir to any rAtifithereof, te rede®od in Part ally, the 1tu:.•t
Cent wte or tmrtificatsR of authorized den==te �e of the City, a env
equal d aggrvc of
prin. :;.u1 emonant to the nauredee,ed portion of the Certificate avnvderm art: of
the sauce interest -rate and the same maturity.
SS1;it�' � PayFffit For 2hq�rr� rn,.,�,,.
Each Certificate represents an undivided fractional interest in the
Lease Paynw:nts to be made 17v the City to the Corporation (see vifs CETh2r'rOM
— General prmvisione "). The 0.rrporaticn, PUwwnt to the Avsigmrrt Agoosocnt,
'ill assign certain Of its rights crier the lease Agreement to the TYustea, for
the benefit of the 04her7, including its right to rtxeive lease Payment3
thereunder and its right to sxntcise such rights and remedies as may be necn5aty
to enforx the payment or lease Payments vMn Sue or &,=visa to protect its
!nterests in the event of a default by the city. Principal and interest due with
respect to the Certificates will be madu Zan the Loose Payments payacle by the
city for the use and possession of the 'taject, rental interruption Lrn¢s.
prmceeds, net pertaining to tim ?roject to the extent that
such net i.rmeals not used for repair or rrplaoarnt, interest or otter
inccmo derived faro the investment of the fu rb arm a000uanm held by the Trustee
'Car the City I-esuant to the Trust Rftserve fled established the Trust Agreement, or l• certain instances f'amrA
by AgreemenR.
The City has covenanted under the Lease Agreement to mwke Lease
loyaentI for the use and posm— ion of t_- project and to take wrh action as may
1» reca�asary to include all lease Payasents in its budget: and to RppeaEC•'Ate an
amcwt necessary to auks mX h tea ,& payents. a* amounts payable to the Trustee
re
a to be used to make the payments -of principal and interest due with respect to
the Certificates. Slider California law, even thurfn the Laaae Agreement beccaeas
eti 0=m as of the date, of the Certificates, the Obligation of the city to asks
raa ra Payments (Otter than to the anent that funds to make lease payments are
availaWe in the Lease Payment fund, Reserve Fund arid, in the case of
termination Of lease Agreement cr Partial prrpaymrrt Of Leese PayserC8, the
AOquisiticn fled) must be abated in 4v a x in part if the City does not have
full use and possession of the P_vject. ., obligation Of the City to mein Loses
ayIDenta does not constitute an obligation of the City for ndnicn the City is
obligated to levy or prcdge any form of taxation. Neitbar MA C Ltifirater nor
the c1olig4tlan of the City to Make leave Payments aretitutes an indebtedness of
the city, the State or California or any of its political subdivisions within the
meaning of the Owfftituticn Of the State of C.lifozaia or Otherwise or a pledge
of the faith and credit of such City.
A Reserve Hand is estabilsbed ender the TSnmt Agreaent. Amounts in
the Reserve Ford acs to be used only for the payreant: of Lease payrwtnts to the
extent eussi�ts n nailer the payment Fund are insufficient therefor. See the
discuss cn h- heading -MM ALiiF MIT •— flmds and hnoount_.
the Trustao�tthe benefit of the Owners, molts ri�n�n3er all of the reese
•
ISI
, ,t o Agreement, including (a) its rights to reasive amounts payable by thn City under
tye reuse Mrsaant and (b) its nights to ulforea anntmts payable trym default,
but ex? aptinq certain riots to lndmlification and the payment of fees and
lB�i9$YL�:
Lame , eymm is are reguir d to be nude by the City under the Ieya
` Agreement for use and poscession of the project, -for each annual period durim
the cam of the roam Agreernt, COL. Mr-ing onAOscember 2Ain m7 y3ar and ending
DWZrbar 1, inn V'A true: st meedLn Yoer (the "Rectal Period"J. t�Pavmrnrs ere daa
)r by the City on the I= dav or .none i .wf rr,b...e�
LO
The lease A9ratment requires that cease Payments be deposited in the
Lease PaYmant Fled maintained by the Trustee. cn each payment data the T ustae
will withdraw frw the raesa Payment Fund the aggregate amount of such FeaKa
Pa TK s of the City and will apply such amounts to take principal and intern.,
paytutrs with resper,'a, to the oertificatas, sufficient to tact the following
arwwal amortization r•`',Ada:
Rita PLtDCinl IuSBY�L i
1989 $ $ $
1990
1991
1992
1993
1796
1995
1996
1997
1998
A
1175E AI IMM NT
The Corporation will enter into a Iaa_s Agzeament with the City. The
Corporation agrees under the ranee AgrevorKtt to cause fin-As to be deposited with
the Trustee in an Acquisition Fled created under the Trust Agteemant to provide
for acquisition of theAProlect.
The mrpotatiCn agrees to cause the Tntstae to reimburse the City for
Acquisition 6zts of tbe/aoje_t from moneys deposited in the Acquisition Find.
8 1 SM
The City agrees that upon acg1isiticn of the Project it will take Possession of
the 2v
_t under the terns and provisions of the lease Agreement.
If the mrporatim, for any reason utatsoaver, cannot deliver
Poeoueisrah of the utuuleAEvject to the City, the Laaso Agreement SM11 not b.
void or voidable, nor shall the corparatien be liable to t`e City for any loss or
danegs resulting therefrom: but in suca event the remaining Lease Payments
pertaining g to tFav ect shall be abated in part, Li an anent to he agreed opal
t( the City and the Corporation suede that the resulting lease Payments re rrsmat
fair consideration for the use and ocngarrf of the portion e! tae project
actually delivered.
Payment of Delivery Csts snail be made from the moneys deposited with
the Trustee in a Delivery Nat Raid created under the Trust Agreement, nd ch
accordance and ughan for
with the ox disbursement of the of Oa`wary Cats in
Provisions of the Trust Agreement.
The corporation and the City admadvdga that the Acquisition Raid and
to Delivery Cots P7"4 have been created ft¢ to benefit of to City. All
urAXVe^dmd moneys rem..9:ning in thu Acgd dsiticr, Red and not raquirae fur payment
of Aaluisitiou Cats fr in t'.d WiverY Conti Red and not roglired for payment
Of Delivery Nets shall be applied in accordance with pr visloe of the Trut
A.)... P
The City shall have, and islgraated under the loam Agreement, the
option at any time and from time to time during the Tam of tie hie em
asa Agreent,
to add additional land, facilities, �F-'�nts or other property or to
substitute ct>a: 1", facilities, in{ssvr®ents or other for the Project
property
or portion thereof, provided that the City atoll satisfy uartain conditions
precedent specified in the yge Agreement.
L9Az§ pa•f=ts
the C ry agrem to lay to the Corporation, its wiccessurs and acuigcv,
as rental for the use and oxa*wzyy if theAp4Zject during each� ttaat Aer!.ad,
the lease Payments (detaaninated into CompCrq,`-a of principal and Merest) for
thGAELOjoct to be due and payable on to respective lease Payment Dates.
amouaathold in the r., Payment Rnd on any pease dbyment Date (otter than
mwUn ur resulting from a prepayment Of � Pates in part bvt nut in
am for or
�' principal
interest represented by any outiifiotes nopayment p presented for t) 90 be
credited towards the Lease payment) Lea shall be
1�Y�7 ten due and payable, enri lease Payment
need be made on any :.case Paymuar_ Oats if the amhmrs then held in the Lease
l
Pdyhmernt Rod are at least ogal to the lease Payment then required to be paid.
The Lease Payments for thetPrvject payable 'n any pantal Period shall be for the
use of thrLPrti ect for mach Pwntal Rwiod.
In the avant that t`e City prepayrs all rc aining lease Payments in full
pursuant to thn Lease Agreement, tnG
;�otrpr inn
stall thrare"Pon cease terminate than the ,,asathof prugarment by
application of a security deposit. In the event that the City prWays the Lease
Payments in part bout not in uthola as a result of any insurance or cc d, vMtim
S�
=ton Ttt twar �t on of the ft„ such PrepaynaenC stall bo
} prepayment of the Iease layments as follows: (i)
the principal coapanants of -xlt remaining such Lease prfmarts shall be zest• -ew
c a pro rata basis in in'ogral multiples ot: $5,000, and (it) the interest
aspausnt of d6ch regaining such Loma Payments rhall be reduced by d w aggregate
the Certificates ng rresponli amount of interest which would caatwise be payable with respect to
thereby rodemed Rnr°-uant to the Trust Agreement.
rap,_..
Elect Tlue city agrees to mabz m or cause to 'x maintained with respwt to
thOAF irrauaroe, Site !rte with ex Ali' ijj�ty
and . cperty damage
mEIntein rwrta? intsrrgMion Lna raroe wing L . tit city else all or to
Part of the i -otact in an ion of the use of all or coy
Ragalrimerrt (as def�i ed belw) amt. egg] tarns I ' .��,�
All required inwararrs my irc ude solf -inou ance (r>pon rec amnandation
of a qualified r��•'rrrsuranee consultant in the +user described in the lease
�Pgra�t, and at X: ry rdw�chle amounts, and mat (if policies are obtained)
mtiw before render Policies requirirq at least tnircy (30) days' prior written
expiration, cancellation or redoetior, of the rove. -age
thereby. inaurw= proceeds wilt be made payable to the Trustee (. a the
ea^.e of public liability oni property damage insurance) and in the erne of the
/iMle—q, damage iranaance must be Payable in the amtunt of the fun rnplaeeeert
cost of theA=LgSG. sue City stall deliver or muse to be delivered annually to
A the Trnrstee evidence that the irtx ^rrm po2lcles (if policies are obtained)
rsgllred by the Imse Agr,e ent are in fall force and effect.
ry
Tda net pmeeeds Of any ins rase m ard ("Met Proceeds ") remAting fret
ary damage or destruction to all or any part of the act; Ball be deposited
w!.th the frustm in the Laurance and Condemnation .=ter i created tanner the Trust
Npvezant. It the City determines and rutities the Trusts In writing of its
daterminatim, within ninety (90) days following the date of such deposit, that
Lae rsplaoeoent, repair, restoration, mdLtieatien or izFMwwexnt of the ect
is not oo�ically faesible or in the beat interest of the City, then e�het
rooDads
applied 1 bpromptly transferrod by the Trustee to t1e Iease Paymusnt F1a4
and Prepayment of lease Payments pursuant to the Ioaea Agreement;
Net- provided en
t in the event of dn®ge or destruction of theAPro'i in full, such
may to transferred to the Im payment Red only if sufficient,
together with oCrer available mx Ys, to cause the prepayment of the principal
oayauents of all unpaid reass Payments pursuant to tho prepayment of the
Principal c>omPcucuts of all unpaid team Payments pursuant to the Ieasa
Agzement. All Net Proceeds deposited in the Insurance and oxoma ation Rind and
not w transferred to tta ;ease Payment Red gall be appUnd to the prctpt
rePlacment, repair, restoration, modification or improvement of the damaged or
d'mCrcYad poitiaa of tieAPmidt !r, ttr City a
, q= receipt of regcisitia
satisfactory to the Trustee signed by 's city Representative in the tom
wby has been Agreement. Ary balance of the prat Proceeds xnMininq after �
w:plotad shall be paid to the city.
to
0
tcnStitute "event. of default" under the "uL
Agree 20 following 2 or other Payment
(a) failure by the Clh' t° pay any lease ifieedd tharsin, and the
rec�tad to b paid iheze� at the time ((10) dt}fei
mutinehetion of . c h failure for a period Of
(b) failure by the city to Obean'e a d perform ark' covenant, audition
to be otrervec or performed, other uaa as referred to nOtIce
cc agreement on its in (a) above, or a period Of thine p0% days after written
to given to the
specifyinq sxt failure and ra*wstin4 that it m remedied = 1 s � five
r1r wrporatim, the Trustee, or the wr e not
city by (st) in aratiOnne ir�� �t of certificates then cltstandL
ha ever, it the failure stated in the notice %77r ct be oorrr.�ted within
the apQlicable period, _ a d sarh aff*M will no
;uues_saably withhold their mr,,et ;o �exte+ion of such timeard corrective
action in institutM, by the City within the appl�_ble plod
until the (%;-U It is corrected; and
c the filing Iq the City of a voluntary patltiah or attactx=t, Or
(the City Promptly to lift any mmahtion, ga� City for the berAfit
failure by or aselgrzw byl oL m'PoaitiorJvith
adjudication of the City r a ythe city into an agreement ,c«�.., of a petitita�
of creditors, or the en 1xY by h�
cralieor•, or the eFproval bf a cu °f ° j� thv previsions of
applicable ie Y.i�,n as any amended, gor � any spa= °Gta wtnidn may
hereafter to enacted•
the mucrence of an event of default specified eb'.Nl the parsuant to
Corporation may ®oescisa �' and all remedies eat sere l be no ri Alt
u tvrta ces to aoealera d 1 i Pay �e � � �payable. �
Lease payments not then in default to be iffied1a and rw- entry upm the rights Of entry
Corporation �Y eau: t it colt °� with or w out each O'txy' may te�ate the
project, Agreement; e also, ov its �onno sxb tasm:ration &all be effected either by
t o'b, of the sty or In the such in and bV
pxwldeni in the xy c y the =4�ation, the ate s"°u for breach o
nDiablo for the lYh'�t of the Tease Payments arglor �„� min and,
the any event, such and the performance ��°Pl all �o� the CctP=aticn at the
time army event, such rent s pr s
timo and in the manner as provided in .ta Itae Agreement—
In the event the c
e Corporation does not elt `-0 tarm
in3te the base
Agreement, tivh City shell remain liable [Or the parfment of all Lea" Payments a'A
the pertnraar>ce of all Ocrditioro aontainai in the ��°t inq cffthee
reimbuase the Corporation for any deficiency aris.ne _ S, for
Project, or, in the event the payments ntion� unable end of the teL= O� Wasele
the full a==t of all. Ia+ese
u I SS
y Mreeent. Mw City aPPontz the 0=-koration as the agent and attoaay- infcet
of the City to enter tk= and see -lease tha project in the event of default by. the
CStY Lz the perZarxenoe of any Covenants contained in the ]case
r a.'formd by the City. The City Waives the right to 'bit to be
W'rP=ation in QReee of tim Ieare Payments and mnvsy�s and rulease � ��s
to
lmqir,g the the t�.an compensation to the corporation for its msrvlcee in re.
In the event the corporation elects to terminate Ca lease
a re -lease all or any portion of theme , the City nevertheless ant
pan to the CoxPor'ailenh all costs, loss or 7ae� howsoever arising or 000=¢ri g
Pdyabld at the sale tim and in the sate damages hhamevar arising or owhrring
Payable at the same tiro a in tte sane ere r as prevldd in the lease
Agr�iTt in the case of payment of Z"so pafrsnts. A
Corporation frto much re- leasing shall be the Property of thhePmrporaticn and the
City shall haw no right thereto, nor whall the City b t7ntitied to any credit he in
the event of a deficiency nth to rental received by the Corporation frm the
p�rajecti.
=cr PreTlULm*
additions to the City, at t its owe OxPwe. has to riot to mks modifieat and
♦- Provided Mich mxUiczUom do not damage the ptoject,
sub altar Its alt Its nature, cause it to be used for haWUthcrized gupeses or
I
edum its value to a value substantially less than that existing prior to such
modifications or addition. All a3ch rcdificatiae and adiicime become part of
teAProisct and subject to the provisions of the knee Agraesent.
The City is responsible for the ixprovemnt, repair, and r intenanca
to Fr0Jwt and shall pay or arrange for payment of the cost of of
creep
the City.
resulting fresh ordinary Wear and tear, ar want of case, on the part
'lbs mrporatim mites no Warranty, either wpxem or irpliod, as to the
value, design, ctariition, mrttantability or fitness for any PartiCUlar
or by the
the Roioocft Pm' sct or of any other rePraEer;tation or warrant} Wiuh
the City with D=in quiet the Hof the Tea" Agraeoent, the corporation, shall pxcr ice
enjoyment o_ t a, pa ect.
Mw City shall Pay, or cause to be paid, any taxes relatint3 to
A__ j its
pmect as they braes due.
:he Corporation and the corporation's su r or assigns have tho
right at all r'eascan&ble times to ham-s ==a to the�a_t a to ca, proper
mirte W= of to Proitet, in to evert of faibue by toe City, to pe, -fans its
obligations.
""It to the Assignment Agreement, the Corporation has assJ7,ed its
rights (except certain rights to indemnification an9 the pay.wnt of fees and
12 �
expenses) wider the Rase Agreement to the Trustee for the benefit of the
Cwrers. The City may assign its rights under the loase Agreement, or sublease
the --eject, under certain conditions contained in the lease Agreement.
12e lease Agreement tarMinates Upon (a) the Payment or PreEaYMWIt by
the City of all lease Payments due during the term of the Lase Agreement, (b) a
default bl the City and the Corpo- motion -a or its suxesmors' and assigns'
election to terminate the lease Agniament or (c) theAEadmat is taken in Wale
pursuant to the Power of eminent. domain or is taken in part pursuant to ach
power to such extent that the remaining prstim of the M2iN; is no lagee
useful for the purposes originally intended, and the Lase Agreement is
teminated pursuant to its eminent domain Provisions.
Tla Trustee is appointed pursuant to the Trust Agreement to act as a
depository of amounts held thereunder. The Trust Dgremfnt authorizes the
Trustee to prepare, ate and deliver the Certificates. Transfers of tha
Certificates are to be recap in a register m i,.r"ined by the "Atu=ee.
Funds And E /Yl1TfQ
The Trost Agroement creates several funds to be maintained by the
Trustee for the benefit of the Corporation, the City and the owners.
Aaglisitien tow - A portion of the proceeds of the gale of the
Certificates will be deposited in an Ao*dsition Fund. Amounts in the
Acquisition Fad will be dia ursed by the Trustee to mepleta acqF.daiticn of the
Project. Upon R%ndle ill be transferred the Project, s a ment amounts remaining flail to be eedd
as a ¢alit against subsequent Lax Peymants due from the City. Upon omurnnce
of o a of the everts which will result in termination of tha Lase Agreement, as
described herein unisr the hemUr.7 "EESE AG;MDOIr — Termination," the Trustee
will not make any further eis,.,.s,.ment• from the %4quisitim Hari and all amounts
at the time in the Acquisition fled wlll be transferred, as provided in the Trust
Agreement, to the Erase Payment Fund, to be credited against the Luse Payment
obligations to be applied to redemption of the Certificates as described herein
wider the heading -M CFM -MCAM — Rod�.rt:iol."
Team Payment Fund - The Trustee will deposit in tha base Payment
Fund accrued interest on the Certificates from December 1, 1998 to the data of
delivery of the Cartificates, all lease Payments received from the City, •
u
� S �
E
Hof any L-Nlm naz or cOndesnatian award and any otter amamts rtgnired by
Agreement or the Trust Agreement.
in tba Ieaae t eve nt that on ary 'int° teat Payment Date there is not on dsp=it
on n Interest Payment fled an amauant equal to the Iease payment obligation payable
the Reserve fled to ow =l leate then the Trlrstee shall immediately transfer frco
the PA of the Perim lss PaYmaK Rand an ==T-- nx�earY to incrasse the
obligations. payment pad to an amount aquul t such Lease payment
1�854MM% 1-Und - The Reserve pad w 11 be initially faded a= the
shall Ss of the certificates in n amnunon NW1r*aent, which
hand !n 1 the T3tt F�rot � on
deposited with the llwtee on such 1 �t Payment pa � to be
immediately transfer muwr}s from the Reserve Fund to the Iaese Pa shall
Re"M Rud Null be�reple replenished.
ipt of any a.t � Lek payments the
At any t. j;i that the o:rbined bounce in the Reserve Fund and Inane
Trustee Will transfer all amounts the Lease Agte�cnennt, the
to be applied to the in the Reeonw Fad to the leans Payment yy,�,�
Payable, and the City shal�be odeemed to have Payment. ll as they banes due �ud
the Ioam Agreement. Paid all Lea..a IBymnte due under
Dmuranoa =d Pr000eeis of insurance 7ud - In the event the Trustee reeaives Net
Project. sidn Net Prtrnads -rill be depo iced in the Ihuyanca rmocndamat�
Fad and Will be applied by the Trustee as described herdn curler the
"�� AGR� — Inguaanoe.^ in3
CertifimatD Will baatG R� - A Portion of the prooesis frtnu the sale of the
_ depot ted With the TYusba in a Deli and
Certif be a lied to Pay costj of the Af�t�rtlon Atli red saL of the
I r � the renipt of a signed irmoica approved by the nxpotation'a
Posts rave Esn paid Will be ttaani sfaxed toottheAm � this Fund after alt such
Payment Fad, it the Acgndsitien land tug been cy�osedi, and applieed as a credit
against suczeodi,g Lease Payments as they become due).
A
Hamm} Reds Robots Rsd - The City Will be subject to a rebate of
taecess Inve_dcamt EuWr' s such that all rottenest intaOGe - -Penn% on Mounts in
the funds established under the Trust Agreement shall be deposited in the
Eannniogs Fed, and, annually, the amens Will be transferred to the Rdaate Fad
for puapcnes of ultimate rebate to the Dnited States. Any, amount Which is not
eases Which is than regaining in the Earning Rod shall be transferred to the
a�uisition Fund, or if suds and has been closed, to the Pease Payment Farad.
14 ' S
to the IeaaPrior
a pato the ate' isittm of the pt.rject, all interest income aoaui
SM- - -often sMll be retained in the Lame P transferred to the Acquisition flmd and,
lZCL`3it against the next svmeedi � Fund mid stall be &;Plied as a
ctirr accounts will be retained inert 1� a Pa� due. Lrtareet inane on the earned applied for the purpose for utrich account aot was o.- Itch tabi and shall ba
lished.
accounts establ is Ord fo 1m�st aryl reinvest all moneys held in the
�repreeentatiw of ties ar Trust A4r'e urPOt instruct from d
City, only in inveatoente of the nature desadbnt
_ (a) direct obligations of (including obligat
lasrn iors Sam, or held in
S �ota�on the boola of the lePart of the Treasury of the United
liptias the principal at anxl SnkacesG r $ t*Lidu axe
�itiaally guaraatecd by the Lhitd States of Amerfintl
(b) def<autuvs al the Federal Mousing Ack$inistratimt
(c) obligations or the following agercie:t aduich are act
the United Satas or America: (1) FertieiPatlm certificates or of the Federal liome lmetu debt obli ties
bonds and notes 0 f the 1 6 t mPo=atioal (11) aasolidated
Federal rots- Meth rte Credit Banks and Banks for Qrvtir t e Federal land 9arJrs�
debt Obligations or letter of cradit-backsd ismws aof the Federal lion I
"hick (iv) rued g -`.acted separlties (excluding e�trippod mrtgege ssorities
Maid$ axe valued grrater than par m the Portion M
obligatias or the Fedetnl ttatival unpaid PrinciP&l) or debt
credit- backed the an
or debt a AwOciatimt or (v) letrG'r or
Association: obligation of the Student town Marketing
and b�u).a�) Federal funds, u nesc rad certificates or deposit' tits deposits
the stmt -term cb1 (having mat cities f not mrre than 365 dry&) or brnlo
1gations or $*Lich ate rated in one of the three highest rating
categories by Mxdy's DrAmtom Servics (,,&- dy's "?h:
(a) deposits $.talch are fully inurtd by the Federal DePoait ins=_ce
M =C" I ("FDIC") or the Federal Savirrp and Iaen lnsutance C=Mmticn
(f) daft obligations (excluding securities that do not have a fixed
Par value or /or cd)os& terms do not promise a $lead dollar amount at maturity or
Mali date) mid in one of the three higtamt long term rating categories by
M1pdy'ai
(4) Comaerc $ Paper (Nminl original maturities of cot mm than 765
days) ra !n one of the three highest rating categories by lbody',X
E9
I o�;- 1
(h) investment in WOW market turd+ comprised solely of obligations
rate n one of the three highest Rating Categories by Moody's and which funds
are ..ad in ae of the those hiytest rating catogories by Mocdy'Ar and
(i) repurchase agreement with
(i) any institution with long -tome debt rated in one of the three
highest rat---g catogorles by Mocdy'W
(ii) with any corpo>aatim c- Other entity that falls rider tl:e
jurisdiction of the Federal au*rrptcy Care, subject to certaln.reaa MW—r'ts
set forth in the T-"st Agzvementr
(iii) with financial institution inomed by the FDIC Or FSLIC or
any broker- dealer with "retail custaaars" which nails ceder the jurisdiction
of the Sec>,:rities Invettars protection Corp. (snC"), subject to certain
„tequln:'anetts set forth in the Trust Agreement.
rat iv�+v T2L -fe_ d Pay^^ -^' of Cerri[tcatos
')he aasstee is directed by the Trust Agreement, rtes written req�uestt of
the thereof, Certifies in n their aggregate Principal amount. Origins, T
• Iie ')Sirst Agre®ent captains procedures with respect to eTfange0 and
trarsferu of the Certificates, for auditions Of dslivary of temporary
Certificates, for pr=gIn+es for Certificates •.hidn are mutil+itad, lost,
destrcyad Or stolen, for evidence of sigaCnres OZ wnLrss� eird tOwnership of
Certificates and for p+�''� with respect to psYnsnt
MM Trustea is appointed as Paying agent fa- the Certificates.
Prinncipal of the Certificates is payable at the
prinri, tootha certlflwt
1n San Francisco, California. Interest rith raape:t
teis e
payable
by dads or draft of the Tnstm railed to the wnar of remord, on the
payment date therefor, at the address shown ar the Csrtifirata register required
to be maintained by the Trustee.
Limitation of gab city
jr. Twat tyraegrrit eontaim certain Provisims limiting the liability
of the parties thereto, imludin8 the following provisias:
(a) neither the corporation nor the City mall have any Obligation or
liability to the wars with rr'pwt to the performance' by the Trustee of duties
imposed aeon it by the Trust Agreerentr
(b) amept for the Payment Of pease Payments +lien due in accordance
with the pease Agreement and the performance Of the otter covenants and
e;rerments of the City Contained in lime �tim or liability to the Agreement'
th e City shall have m Pomun arY
,pg
Corporation or to the wn cuticn, �i� or�transf of Certificates�r
r� Agreement or the tams,
16 ) ( 6
the distribution of leas Payments to the Owners by the Trustee, except as •
expressly set forth in the Trust Agreement; and
(C) nothing ih tla Trust Agreemnt or in the Certificates shall
give mhy parson other than the City, the Corporation, the MM" and the Owners
of the Certificates, any right, remedy or claim under or in respect to the Trust
1greement or any covenant, condition or provision thereof.
No Omer of any Certificate ezearted and delivered under the Tlw^t
Agreement shall have the right to institute any suit, action or proceeding at law
or in equity, for any remedy t)araader, unless (a) such owner shall have
ptevicnsly given to the Trusters written notice of the oocurrence of an event of
default cwlar the lease Agreements (b) the owners of at least twenty -five percent
in aggro nee principal amount of all the Certificates them cutstandlrg stall have
made we ran request of the Trustee to exrrclse its powers or to inst'tvta such
action, suit or proceeding in its own name; (c) said owners shall have tendered
to the Trustee reasonable indemnity against the costs, owparaes and liabilities
to be incwaxed in coepliance with such request; ani (d) the Trwxftse shall have
refused or witted 1%,perply with such request for a period of sixty (5o) days
after such written '+gl'ilrt shall have been received by, and said tadsr of
inndQhity shall have Fa h made to, the Truscen. The right Of any owner of any
Certificate to receive payment of said Owner's proportionate intarest in the
lease payments as the same beoome due, or to irmtituts suit for the enforceemept
of such payment, shall not be impaired or affected without the coaent of with
Owner.
Miscel lnrw+.a 0
upon the occurrence of an avant of default under the leases Agreement,
the Trustee, as assignee of the Corporation, shall maxclss the remedies provided
under such lease: Agremc7t and any other remedies which the Trustee may have by
contract or law.
'rim Treat Agreement may be ama ded at any time without eve consent of
any of thou Owners, lit only to cite any ambiguity or defective pwisicn or to
clarify any matters not inconsistent- with the Trust AgTeement and which shall not
adverseiy aifst the intarests of the Owners of the Certificates. The Trust
Agreement may otherwisa be amerded by written co sent of the owners of at least
fifty -one percent in aggregate principal amount of Certificates, and no amwxkm ht
shall bpair the right of any owner to receive his or her fractional Shaw of any
T. se PaymmN. without his or her consent.
The Test Agreement terminates and becames paid when principal and
interest due vith respect to the Certificates has been paid inn full or provision
for payment thereof his been made by the deposit of m3h or Federal Securities in
an arrant tuff.cient (together with intatest earnings thereon) to pay said
principal and interest.
r- IL
17 1 ( I
m O i.
e a e•eaa '
The Assigrmhent Agreement is made and cnteced into by and between the
Corporation and the Trustee.
Under the term Of the Assignment A reamwht, th@A92!? ratim agrees to
sell, assign and transter to .2u Trustee, fat the temfit of the owners, all of
its rr4t, title and interest in the Lease Agr*ement, including its right to
receive Lase Payments from th*AgV under the Leave Agreement; its right to
receive the psooesAs of insurance or of an eairrut draasin award on the
in the event of default by MAACity under the Leas Agceeeentt its right to
enforce payment of such Lase Payeruta %#= dire, or otherwise protect its
interests and enfTgm its rights, with United exception, under the Lease
Agreement in the a ttt of default by theACity.
J
The Cmporetion is a nonprofit, public benefit corporation, organized
and existing under and by virtue of the Han Profit Public icnefit Corporation Law
of the State of California. The Corporation was established for charitable
Purposes including rendering financial h. C�t�l, improving and leeassin�ubllc i pro�imennts for r tth
benefit of residents of the City and the su rrucdim area.
The City covenants to budget and appropriate each fiscal period
sufficient funds to pay all Lase Payments due under the Lease Agreement. See
MM C=MCA= — Source Of Payment For 71Y Centifimtre" Navin.
The fiscal period of the City begins on the first day of July of each
year and ends on the thirtieth day of June of the following year. At such date
as the City ?Wager or other authorized administrator (the 'Txanttive ")
determines, each department head rust furnish to the rxecitive an estimate of
revenues and expenditures for such department for the ensuring fiscal period,
detailed in such mariner as Cory be prescribed by the F]mcut'1ve. In preparing the
Proposed budget, the &xcutiva reviews the estimator, holds exnfeuenmv Liereon
with the respective department heads, and revises the estimates as he deers
advisable.
b
2:!
Approximately thirty days prior to the legiming of each fiscal period, •
the Executive submits to the City couched or other approgriat h governing body
(hereinafter, the "Governing Bcdly") the propoesd buriget. After reviewing and
makim,,,; such ravistons as it deem advisable, t ho Governing Body determines the
time °tL,C, the holding of a public hearing thereon and muses to be published a
notice rAmeof not less than ten days prior to the hearing date. copies of the
proposed budget are available for itup~tim by the public in tha office of the
city Clerk or otter authorized administrator at least ten days prior to the
hearing.
At the m=usion of UA public hoating, the Governing Body rather
mroiders the proposed budget and makes any revision ttherein that it tkwrs
advisable. For each fiscal period beginning July 1, it adopts the bYRet with
revision, if arty, by the affirmative vote of at least a majority of its members.
From the affective date of the budget, the several amounts stated as
proposal expenditures become appropriated to the several departments, o:fices and
agencies for the objects and purposes named, provided that the Executive may
transfer the appropriation of a fund from one etject or purpose to anwth=
within the same dlp- ztoant. All appropriations lapel at the end of the fiscal
period to the exterMlthat they have not been expanded, lawfully enctmberai or
carried forward by action of the Wveahir-I Body.
The Governing Body of the City employs, at the beginning of each f -
period, an independent certified Public accountant ufa, at such time or as
speeitied by the Governing Body at least cone Wring a fiscal period, and at such
other times as the stall deta^"nnw, oaminr the combined financial statements of
the City in accordance with gwmally accepted auditing standards, including such
tests of the accounting records and such other auditing procedures as a»ch
accountant corsidars necessary. An soon as practicable after the end of the
fiscal period, a final audit and report in submitted by such accountant to the
Governing Body and a copy c- the financial statements as of tri close of the
fiscal period is thereafter available.
MWO M. 312.=-= ...
prior to fiscal year 1981 -1982, 0ou nj� Assessors generally assessed all
properties at 25 percent of full Cash value (market value). The Stag Board of
Equalization assessed rnnhlic utility rr pnrtras at 25 percent of full cash value.
Since fiscal year 1981 -92, all property has bean assessed using full cash value.
The Constitution of the State of mlifoznia (the "State") and various statutes
provide exerpticra from ad valorem property taxation for certain classes of
property such as cardxs, colleges, nonprofit hospitals, and charitable
Institutions.
State law alloys exemptions from ad valorem prxparny taxation of $7,000
of full aaur000mied dwellings. 'lha State, however, reimburses all local
taxing authorities for the loss of revenues imputed to these exemptions. In
addition, although business invanteriws were removed from the tax roils beginnlrq
19
I �3
•
with fiscal ye"r 1980 -81, State 1xPlacement re WIM are Provided on a calculated
• base to rei:'burea local taxing agencies i:or this reduction of tm¢ble Property
Lis— yearrinal w values are available on or about Au7ust 15 of each
E r,
State and county taxes ate due an. Acme dslirgd ant each year N all
counties of the State as follows:
First inatallarrt due licgber 15t. Dallnqueat attar Deoeb 10th.
Second installment doe rebnmry 1st. Dalin*..nt after April 10th.
she entire tax may be paid at the time the first irnctallmeht is am.
added
to the Bagir incJ with the 1984 -85 tax year, a penalty of tar percent (10%) was
k,_'rtallment if not paid on or before December 10th: and ten
Percent to the sorry el' ionic t?•r••« if not paid on or before April loth, tcngat2nar
with ten dmtna.s o!' "its also added for each described parcel. At the end of
the first year of dalinluaady, prgerty is sold to the State.
In r8d6o"tirng' Property for deLtn* ant taxis, penalties are added at the
rata of 1.5 P rcKTt per month, with ;15.00 redemption fee on each sep&mteiy
fwd Parcel sold to the State. If ` reda®ed at the end of five years fr®
the state of California, fand may thereafter due sold at P auction.
deffiM to
try�Dali�nent tmma ray be paid in bwtallre.CS by Paying 20 percent
yearly of the a=vrt to reae®r avbaaquent Payments draw lntarest on
the usquid balznca at the rate of 1/2 portent per month 8m the data of previous
Payment on PrcMty which want one year dalirgmnt prior to JUne 15, 1984: a rata
Of ore percent Per month on property +frith wort ore year dalittluant tr>a Juan 15,
1� on� Juan 14, 19821 and a rata of 1.5 percent per month on property which
Yana' delimpent on or niter J%m 15, 1982. laeedod prcpsrty may not be
Placed on the installment Plan, heaver, it can still be redeemed in Pall until
sold at public auctiam.
Public auction deeded to the State for dslinz ' tax may duo purchased at
by individuals. Cbnmty slur collactots -then auction such property
within two years after sw3h PxWertY has been deeded to the State.
bhesented Prcperfy Taxes
Taxes on PrtpertY assessed on the unsecured roll as unsecured property
(s>tarate fan real estate) am billed as soar as assessed. grams on the roll
Of July 71st, if wgmid, becrM delinquent on August 31st. luxes added to the
roil after July 71st, it unpaid, beouzna dal t guent the last day of the math
following the month LI which they were added. A 10 percent Penalty attaches to
the t2=5 when they beccoma delinquent and it unpaid at the end of the second
20 1 b 1
Certain provisions Of Article )MA to the Lhlifornia Con tibXioh (a)
cash value of the property taxes m all real property to one percent of the Lull
cash value from property; (b) �Pt certain claswa of wter`aFpza'ed handed
. appraised petant limitation; (c) define "flnll cash value^ as the
Xsoo 's the value of real property u 01 March 1, 1975, adjusted by
permit wV a in t e�.- M`e at a row ��t to oxoesd two pezra�t per Year? (d)
full ash value Man there is new
a duumuVe in cwtarshipt (e) permit the reaaaoaweM coretructi19 at
value. of , t- to the anth 1, 7975,
PtopertY Mitch Was not aaxent on the 1975 -76 asseeamutt toll: (t)
acO=dingtilaw to the districts withinthth a pity"; tax ( p h it new
valorem taxes on real r transaction s 1 (gJ prohibit theta ad
Of real lr:0party, or Bale taxes, or ciel taxes taxes, on the sale
_ prRxros: 1hk permit the itt bh d of special tnxev by load
electors" those h Fh-:", slbited, li a two-thhirda (2/1) vote of the -qualified
�
me�bars of f S hoes to T2a� (i) regtirt a two-thirds (2 /3) vote of all
Would readt in increased reveny�ture for arty cAarr7ss in State taxes wlt6
An initiative wmtihttion%l axndeam entitled "Limitation of
Govefrmtent AFpropriatraa" vas approved by Gilifornia voters on dtovuber 6. 1979.
LTder the am_�t, which adds Article xMM to the California Constitution,
stAt3 and limit," and are @ agencies are subject to ar. annni "appropriations
above that ore prohibited from spending "appropriations subject to ].imitation"
s, limitation"
revenues, state WJbVM mien, and certain other funds. Mm ever vnht day not
affect the approPriation of Bey cdCludcd from the definition of "agacpriatian
subject to limitation," such as debt serviem on lydebtadnwa e or
authorized by January 1, 1979, Or maheegnahhtly auth arIzed by the and
appropriations mandated by the cost. one amendment also exclude. fYtm
Lr ether fees to e that proceeds ch � r�la�Y lleenan. t y 0harey,
proceeds eau i "the costs reasahably bona
by such amity in praviding ttA regulation, product, or service."
Will be ban g n shale , the 79 t provides that the appropriations limit
reflect danger in cost of living, exenditures and Will be adjusted annually to
responsibility of population, and transfer of finarZW
tY providing, services from one govarmeent.r unit ti, wvcher. M-A
anenxmnt also provides that if an agency's revenues in any year exceed the
a�FSs'tPrlated by s�zdh aoeny in aa:pliarxoe With the initiative,
rates or fee schedules. 7 � the next p�y�fulfilli g all
Obligations order Article )QtIH of the California Con titutien.
21 1 b S
a �y�;pasaea 72 n u� t lHwa�wr ,
M.A city of pan. Th# City is a 9 M law form of 9overtldint. The
Bernardino In w
�p tes ' tears. The
a oouncil�
00. ]977. ghey9 oPgLEalOCof at lt. for aYxFieZ'e6 t iLs � head by the are five sC pNm a t"0 at tans of otLtcs. aka t l c head ct the
and seiwes at the Cb�ax:u'a bler . e Of all City iaRloSfe'=
'ms City Tiufagsr a pok � aisaetlY by thG �" '• .
000eQt the CitY rttnme'Y, =tract by the r�ty of
public safety oue are �"� under f's � in , pandM
San Bernardino Sheriff's DW=U=*- . Y e it � f
e !oys � mpistri t4dch is a�a iavi titsa
are the �of by SanF�lHe =dino' The D1� 58 � fisf ' oL•icasy and statt.
the- City limits which hcueas aF t ly 276 employee$. 225
'Il�s Cit;' w woskfoxoc is omp�
of apptoxia�
null -tine and 51 p - t'time.
mpcpylati -,n statLtip for the City Cf pvIchO are .4forth
bnlov. 19 _r
AIL -UU- 1986 19 7 1.sa
61,700 65,500 77,800 80,400 94,614
Source: State DeparMmt of F17WCS
"� 22 I
I
t the following table s wrizes labor t01cn
Past for San 8acraniino
St-' u of
.
• '.
lie -
oil.tton4la « cwt, .yuvWlltaAAcm tt
ted States. '
�f
Civilian
San
California Bernardino ��. 772,400 343,900
Unitui Sts 12,619.000 11 63S�
• 117364, 000
981000 7•Lt
7.8
105,005,000
1982
8,539,700 7.3
�
!d.
San 8etnnl$ro qty. 447 BGO 417,100
California
70,700
12 077'
vnitfti States 115,161 :000 107,150,
6.9
911,600 7.2
r
• .00J
1986
8,71.,000 7.2
6.
CCal.tfootnl�a .ro 477,200 a5o,200
27,000 !,
13,765,000 12,177
United States 117,834,000
5.7
6.7
309,597,000
81277,000 7.0
soucce'
Calitexnia &ployment Da�e1� Department,
followiM `able Pt'ovides a
tt
the tamest
of
dnd
dzr the flue Y� Pr to 1988. zed in the
CCity payl C
C J
23
I
E
Source: City of P-%rcho aramonga
®�av or Novoater 1988 the tcuovinq table lists the major employers
vithtn the clef o ao rya and their apptwdautn amber of exployow.
Fa•nlover
Cenxral 7fremles
AM*rtn Steal b Wire
Rita -Lay
MV%w
West Oast LigliidetO"
Coca Cola Bottling
AVery llSernational
l axwCa pacific
Tdmi of America
SdIlOsscr Forge
Data Design Laba¢atorKes
Scarce: City or Rancho Ct,
IU
24
A4 vdnuate
?h Jxr or
Over 5,000
251 -500
251 -500
251 -500
251 -500
101 -250
101 -250
101 -250
101 -250
101 -250
101 -250
I(�,9
CITY OF RMM CVCAF%21.;A
�.
MMUMJt; PMW VAUWT=
1987 -1987
(table in Ow:s)
Valuation
198+ _1984 ._ —1985
__1986
1987
Residential
' Nonresidential
$49,128 $140,228 $142,472
48.867
$205,649
$201,284
_82.201 654106
6 .80
109 674
Total . . . . .
st, $Spy 07 i7P
y"
LUL=
Ne'd DNllirq units
Single Feted
M4ltiple Family
690 1,908 1,726
2,526
1,561
87J _.61
3.735
78••
Total . . . . .
y^y� L= L ,' A
Ll
2.744
Source: City of P-%rcho aramonga
®�av or Novoater 1988 the tcuovinq table lists the major employers
vithtn the clef o ao rya and their apptwdautn amber of exployow.
Fa•nlover
Cenxral 7fremles
AM*rtn Steal b Wire
Rita -Lay
MV%w
West Oast LigliidetO"
Coca Cola Bottling
AVery llSernational
l axwCa pacific
Tdmi of America
SdIlOsscr Forge
Data Design Laba¢atorKes
Scarce: City or Rancho Ct,
IU
24
A4 vdnuate
?h Jxr or
Over 5,000
251 -500
251 -500
251 -500
251 -500
101 -250
101 -250
101 -250
101 -250
101 -250
101 -250
I(�,9
'the table below ammizes tumble sales for the City of lwxtm
Cecacrnga for thu years 1983 -1986.
MY OF MUD ar-%MC
VOMSLE RMIL SALES LIM FCR ..63 -1986
No. of Permits 1983 1984 1985 =§-
1,230 1,334 1,490 1,-89
Total Tmable Trarm,
actions (in 000's) $189,350 $216,695 $253,213 $296,097
SCUM: State eou' 'If U*Olizaticn.
Ae.aaS�j V tn.�lom 1!I„x 1LVies and Wlj�g00
The fOncwirq tab" mmmarizea the levies ani collection of the city of Nandm gra�� ��ee e� s.
h' monga for the last three years.
CITY OF RMKM QJGHCt s,
FA7F= TAX Ii.VIi'8 AND MILE==
FISCAL YEARS 1985 -86 AND 1986 -87 (1)
Asaass8d Seaavd Acct. Del. t 041.
�p{:Sx tier _ Tax raw - — mu 30 Slme 30
1985 -86 . . . . $2,157,431,523 $27,672,018.04 $1,182,814.66 4.271
1986 -87 . . . . . . 2,358,414,712 32,411,434.09 1,136,475.47 3.51
(1) After deducting rarlayslcFsent tax allocation irr;,stentt tax coUwtei for
all taxing entities within the City.
Source: califs rtia HaU ipal Statistics.
25 1 / 9
n
L-A
0
�i
i
0
'4 J
The f012win1 table amcarizes General Flail revenues, expwriitays,
tr4rsfers,,and ending fund bslat�s for the City of Rxxt)o for fiscd
�
thiDXt 1986 -87.
my OF RT,N= Q)C'pl =A
SdMM OF aDU-AL GNMOMM RMEILE AND EC-U DrrUMS
YEARS ENMZ JIVE 30
EMMMM 1994/91 1985/86 1986/87 11/_1987/88
and Permits LtoeTom. uee $ 4,670,738 $ $,238,129 $ 7,598,000
3 E81
,328,761 4,682,245 3,3,000
e
xem Fin aril fly faits 9,162 14,284 23,000
Use of Haw " Frap. 832,831 NIS. 278 297,000
lnterwMTmental 1,590,020 1,768,682 14,000
C upo' s for 196,085 236,173 2,332,000
—18.09 — 259.557
Total Reverr =Ai5.= s1z.72e.7ae
Q2mdL=w
G4Lral Gone mmt $ 2,257,929
IAiblic safety 1,417,999
CcOnI Sty Devnlgment 3,484,890
CM=VSty services 16�.a7a
Total Enm ditursa $ 6'� 43
FxDm of ROVermen Over
(Under) ape diturm $_L= A0
OPevt' g Transfers rA $ 398,911
Capital Leases
Total Otter Finbnelrag
sources
C=w of PANVTL S over
(Under) DWeditaes
ani Otter Uses $1.520.314
Saace: City of Rancho Ctraaorxp FirgUWW StatemeMS.
20 11 o
S 1,517,791
$ 2,495,000
4,140,150
4,311,000
3,443,872
4.— 80JU
5,777,000
666.000
$11. "2 7 4
$]3.249.000
$ 1.14E E14
$_=83.000
$ (362,290)
154.001
$ 721,000
$-- f24a.i9sd
$_221.!244
$_ 933.32 o
$ 1.104.000
Saace: City of Rancho Ctraaorxp FirgUWW StatemeMS.
20 11 o
is a>o n bslcwdlroCt and cverla'".. bonded debt of the
City as of My 1, 1988,
=F?A alv per W MCIM)tr.A
vo
A AS OF MIY 1 1888 MWIM
:OLiP1^S�'.
�1'
of&-tools C +..eat
g54xtrin`ter
San &'-n%atdltn Co Y krthor1ti1tl
7.552%
F
Chino asin Distr ct�Y JiY.hOrjty
$ 771 iso
10.552 u• 533:036
sin FSatl�py� � District
tacatco
0.510
19.501
2,705.634
�fO�1O
Nfi,Vattl�iPatl�istrlct
1,222,712
5chool Altaa2'Itl=R tes of �part1 Distric
19.501
Pa
School D1atrD�ict
37.331
5,157,039
,039
�vOe+7ha1
�w School D
a
D�0t� School D1><Q ce
99.401
98.592
4 ,545,049
3 708 ,357
2,208,460
COP
Dist $1 1 District Ca= Facilities
21.807
86.685
209,347
Othar Schcol Districts
2,609,218
��� ktar District
I.D. tY District,
Vatja�y
3,195,000
i1963-1
Oc n Ffitar
88.749
1,0:9,663
D . Z. D. i2
C(L
Oita ° Rancho Water District ..A. i2
100.000
568,827
City o loltatlaon ''�titlCates
94.646
3,829,461
Dist ,,.R 1I� --"Y° OmL Fa -luau
100.000
City of FAncho x4TQYa 1959 Act
100.000
9,500,000
g,>ayyq
TOML
rEir, 1, AYD OVF3pu
100.000
18,000,000 7 S 60 1
Less: City of San
Water
$88,602,317
Certificates Of Pa+ticiPatlon
( 100% suit
)_
I
(loot Sol L7t
TO IAI.
ML
724,236
DES'r AND 01MUPPING
---Ulm
$87,818,081
O
27
1
i'
w1,
"! Fntioa to aa.•wd Valuation:
117+ bit 3.281
'jyi' ?4;et 3.251
•
E
Metropolitan Eater District . . . . . . $1,364,750
Alta Ima School District . . . . . . . $7,549,506
Qlca=Va Sdool District . . . . . . . $ 348,015
Source: Calif= a Hmicipal Statistics, Inc.
28 I rf
F
PAMr,
„ FY's Im'ctors Service has given the antifizates the rating of
of tte� rating rati reflects ally the view of such organization and an eglanetion
gniticanoe of suer rating may be obtained from it at the following
address: 99 Ctauth Street, tire York, New York 10007. There is no assurance that
�° rating will omtitane for any given period of time or that it will not be
revised daara+ani or withdrawn entirely by lbahyla if, !n the jn ut of such
witIxtriawaal fy�dt 1OeO °O warrant' Ana' � daus+ani revision or
certificates.? may have an adveraa effect m the market price of the
TAX 17MJF,7cN
cUrporatim Sane opinion of Jones Hall Hill S Wits, A Professiaal Law
Francisco, California, Special Crnsel, subject, h mmver, to the
qualifications set forth below, under existing law, the portion of the Iease
Payments des�aoxl'Fts3ed it wising interest and raoeived h' the Zy&_,s of the
not an item of tax gross Sr>anu for federal inane tae purpoxes&:d is
pretarerco for purposes of the federal alternative minimum- tax
imposed on individuals and corporations, Provided, however, that for the Wei
for t�¢� � alternative �a tax imposed an such oorporatorm (as defined
fdetermining ed ,dj„� net AMP )in) I interest is taken into account in
Yeas bsgi+'•nln3 after Oecnbar ]1, 1989) (adjusted cannasrt earnitgs for ta=ble
cmxiiti The opinions set forth In the pnoodlrg Paragraph acs
Code L 1986ttth „�nouplies with all requirements of the Internal Pzvemia
the Im�r ) that must be satisfied subsequent to the delivery of
Agre®ent in ortiar that soda interest be or
from gross 1n M fcr federal inocne • cartlnse to covenanted to
Imply with each suci tax Pura to �s sty tress Lain of to
requirements xsgnclusi n FLch i r rt in g with certain of such
ncome may cause the inclusion of such interest 1n glee lnm for federal
fax purposes ses to be tatrortiw to the data of delivery of the r••�
isg L4s gaticasequences ari with respec to the as Y�t thy Certificates. tax
Prospective Pzrctsasars of the certificates should be aware that (i)
section 265 of the Code denies a deduction for .interest on i�ta*MMS ,d
or contined to Purc ase or carry the Owtificates or, in the case of a financial
institution, yawith at Portion of the Ovrwr's interest egerwA allocated to interest
raspwt to the Certificates, .rii� with
87 des subj ct to tax Imposed by soctiar 671 o� Codde,�t�
of certain items man for loss reserves by 25 pert of the sun
,(111) for taxable including Payable with aspect to the Certificates,
respect to the Certificates earned before January 1, 1992, interest payable with
ervirvmentll tax imposed by section n59A o theCode,Aiv could be interest �e"t to the
respect to the Cmttlficates earned by certain foreign raticrs doing busi�y
04 of the Code, States co ac
could he subject to a branch profits tax impmead by section
,` pacsive investment Inge, including interest payable with
29 ( ^
r!
®section to e certificates, O�y ray as subject to foderal inOCM taxation Orcier
aaainp and profits at the close of �y tazCbl�b nc� q t have than Zyopterthe
✓i)aecttic g6 ofththe �y S oorpOraticn is passive invsa
rccipienb of oettain � �
tae ty h ban fit bsnctita to take into aa�att, Ip de ty arci
respect to the certificates. recipients or ooatals of interest � j ythe
'
respect to ttr OrtitiNLinim of apacial CWneel, interest payable with
a dept fns Calif -Mia personal in=* twee.
E
CiitDlII7 r�*'�r
Soros der opd ion with A Frvtoeaioral law Corporation, Special
Counsel, "or xerder a•�
of the Lease Certificates. � Ain Legal will available at the tilm t
vrrlaxvwot -iy�' by S�'+`haltar� Mier. Fields i y Attets will he ix.ssed ypen for the
for trio clty by McY.c�an , NQCMr, i °fir• A Frofmsiaal Ccsporation and
EXPEF. S
The audited Li+btrial eWtmnts of the City as of and for the year
[uthOrity ded Jlaw 30, 1987. Lrluded !71 A.4penrii% B t0 U'18 OLticial Statemecft have been
ex=
ep= with urea, salt i Aarlhatd, Certitied Public Aauy�tant�r as stated in
ein in rellanoe�* the ��to' �t Lsr , So statements have been included of
pr
maw of APW-- LtXpaB. S report
statements l+m*ard utdch report also in said tism u eoperta in arzaonartlnq and auditing. the
7n t is ro action' suit or proasedinq known to be perrilnq or
threat iod, mat the «aartion
or
�teat:ing �, � Agreement or tla �yt or deliver] of the
with the validity of the fmcgoinj��t, or in ary way
trssse taken raspect to any of the foregoing. °"y o! the
AVAilAgllrty OF OOQ.MaaS
mpiev of tho lassa Agreement, the Trust A
aalle a ° o_upm rmgtwst trm the .C1
30 1 '-� 4
„�.. '-4riteer�j. Certificates am beitg Rn:rtzssd by SYa�s 4 Yolcxitxtq (the
Plus accrued interest . -') 17
the Cactlti�or, a " if Px0vides that tags want tnlatinj to Pxr�, the obligation to M&)m such Pu=hms s , subject to oe> tangy, °M 00114iti oslarwl and hin �S ,the
approval o! .gal rattats
Csttificatas may be offered and
Prices lalar then the off sow to m>:taln dealete and cUfate at
offatitg prices yey be °ems � t t�.ede on the cover �," bereol. a e
MESCUZAMz1s
briar atmr iea i and I-Wch do mkt � '� � MP is 4lieh ate
cm4al� sta I Mch t, and reports ill tta� or dRiinitiw and
tomeits o! the tents tyamP. sntlzety for full ari
N7 sutsaenta in this of
ficlnl Statseent iry mattats of J
utrttlar cs rot wTrssslY eo stated, are Sntendcdvas suCl and rot�y
rePreaMtatione n! fact. 9lis Official Statamnt Ss not to u oonsttlad s
the a betvlvrl the CLty and the pie or Owners of &.7 of
authorized he MmOutom,, and'��v or this official s:atmant has been doly
YY ,
by
i
31 1 —1 S
Y�(
o r
• (Fom C' Final. Opinion of Special Ct71rrsa13
Dacecbar 1988
City 0==U
city of Rancho am'%xxja
9]20 B�..a^ line Farad, St11to C
RWxhm qUCmv=m1la, California 91730
pa: $3 500 0 Cartifi.eates of Participation (Northeast Cax"nitY Park Owners
*cc) rvidaring tkdividd Fractional D tab of the cho
Them , in Leare Payments to be Hale by bs yt of to a lease
pmmar,Yi as the PetjUj for Certain arcngaY public t
Agreement with t1u► Patfeho Cutaamaga
Cirporation.
tid=es of the City Cvt=ilt
We have acted as eCarial enamel in connection with the d5lWAU7 by the
city Cf Rancho omma+XF, Ca alp (tire -City-)., of ,► l.ap •Public �Inti t
of December on �tra pCO� ion band the the the "Lee" a. t„)the Assi nit
n tron) and the city
the
corpora Gwestamt Code. 'B�s 0.apocatron tae, P a ) , and
dated as oY Deomber 1, 2980 (tti ' eaeigment Ar� X
Agreevent hetvee , 6; Corporation and Hank of AmeriCe National livat and Savirrle
Asso^,iatlon, as trustee (the •Rru steo ) , assigned G=rain of its the City 'Oda by M- reemsnt, Srrluiitr� ib right to r he T leans A'1�nt to the Trust
nLwm Pwim.nts "), to the Trustee. _ among trierewe.r (the
,tt dated as Of Dwamber 1, 1988, iN), � � has �
Ccrpomtron and tti city (� nmst rt,,,t•+r :rates ") evidencing Undivided
delivered cartificrtes of P&r cilatlm (the payments. we have Lasts of the owners thereof in Lard attar paper
fractional t� 3 � oartified p as w deem
neces -sary to render, this opinion.
As to questions of fact material to oU.r opinion, have trelied in the
representations of the CitY cmtalrrd in the
officials and vanished
and cartificatim's of tion.
to yr1wi�tP�>�aking to verify tho same by independent Lrveetiga
eased up err QxMinatron, va am of the opinion, under existing law,
on
as follows,
1. Tho City is duy created and validly and as a municipal
corporatron and genegeneral a,
r
law city with the per to entry it to the Lease
A -1
OOU -1 /
IwF �j
AgxvGmmnt CMtairwd the eiin. Trust Agraemstt ctrl to Patiorxt Ur agtaaerrtta on its PUO
delivered 2. 'am 'aase Agreement has been day authorized,
°taab.�. a¢the the arzi In an ��tim of the ity vv", b and
City acc rdartoa with its terms.
indin7 and.+nfoxcsabblei in D4r�nt eM the Assigrm Agav��t ate valid,
b aoorrdanoe with their tatm.
d. Subject to the terms ctrl
Lease Ps} virtue a 9"ral AVdA of the C.ityy!,avtull�av li• ablo Ag� therefor. By are entitled to remive their tzxtlonal ahem o of the Certificates
a000m%nos with the testae and Pravisisa of the That Agrrreett. Yumnts in
intcr tarani 7 v �A the o''Lm Ymnts denigrated an and iM
{waived Certificates is excluded tree
Purposes of W %daal alternative ani � not an irate of tax Prtferenea for
mtPorath"; itt*a:h d b , hawer, that, for �3�oee oL4i 2u on altermtivu o�cp L
bock Liccse)• �t interest is taksnn
OMrPUrnticnm (as !stud for fedeta� -rums
(adjusted a Cpit eat7titr3s Lor tatable d� bWinrul at
etraer�
Deaesbar Jl, 19a9) . The opitrisa set forth in the pteoedirg sultan% -7 MIJUstad not
ofsubject to the aMitlon that the City ooapliee with all xvgttlt�aertts oP
� Lam" A Coda of 1ge6 that mat be satisfied xtbsegjwyt to }iA �i�,
etsluded Ova A4rea�er»: in order that such interest be, or osrtirere to be,
COVW � to �lY with each mach re4+irNmIt. a• T1a City has gross t� for faderal in== tax
z6gairewti may cause the inclueist ut 'PLY with certain
federal inaam tax Lessee 1 We a ISnMcP �� �ediralal t
Klraesttt and the Certificate.
6• The Portion of the Lease P*uwte dei
i'ntareet aW received by the own&= of the CarLificat @i ��fxm personal
inz taxation iRxsod by the State of California.
thO 2a rights of the ovrars of the Certificates and the enforceability of
subject , the Trost Agremm"t artd the Aeigrme t tion,
avbjecctttto� the xarcism �vts ha.wWfcwe`or � and �'similaarr
era3rvise ut jtailcial dfacatist in aPFavpriato cases. may also be
fuUY submitted,
JQNM HAIL. ML 6 h3II'lE,
A Pratmsicnal Iaw Corporatist
A2 I�? I
MARKED S D pyy VcANTES
• �►/D818?
CERTIFICATE PURCNASr AORpp NT
$ 1.500.000
CERTIFICATES OF PARTICIPAT =ON
(NortheastACOmmunity Park Project)
Evidencing Undivided Fractional Interests of the
Owners Thereof in Lease Payments to Be Made by
the CITY OF RANC110 CUCAMONGA, CALIFORNIA as the
Rental for Certain Property pursuant to a Lease Agreament
with the Rancho Cucamonga Public Improvement Corporation
This Certificate Purchase Agreement (the "Purchase
Agreement ") is made and entered into this day of
November, 1984.; by andAbetvaan Stone i Youngberg, as the
underwriter f e the within- described issue (the "Underwriter "),
and the City of Rancho Cucamonga, California ( "City "),Aand
receipt hereof is acknowledged by Bank of Amoriea National
Trust and Savings Association, the trustee (the "Trustee ") }�
under that certain Trust Agreement entered into by the City,
the Rancho micamon a Public Improvement Corporation the
"Corporation-) and the Trustee, dated as of December-l-,-1988
S s rust Agreement"), pursuant to which the Certificates
described above (the "Certificates ") are to be executed and
delivered. Upon acceptance by the parties at or prior to
11:59 o'clock P.m., California time, on the date hereof, this
Purchase Agreement shall be in full force and effect in
accordance with its terms and shall be binding upon the parties
hereto.
1. Upon the terms, conditions and representations
set forth herein, the Underwriter hereby agrees to purchaso,
and theAeity hereby agrees to cause to be delivered to the
Underwriter, all of the $3 00 000 aggregate principal amount
of the Certificates, date D� acember 1, 1988 (such Certificates
being more fully described in the Official Statement
hereinafter described), representing the undivided fractional
interests of the owners thereof in the lease payments (the
"Lease Payments ") to be paid by the City pursuant to that
certain Lease Agreement, dated an of December 1, 1988 (the
11Lease Agreement "), by and between the City and the
Corporation, at an aggregqate purchase price of $
being t of the prinvLpal amount of the Certif castes ,pplus
interest accrued thereon from December 1, 1988, to the date of
the Closing referred to in Section 5 hereof. The Lease
Payments will be assigned to the Trustee pursuant to the
Assignment Agreement dated as of December 1, 1988, by and
between the Corporation and the Trustee (the "Assignment
0017LAW
1 I� 6
Agreement ").
•
The Cartificates shall be as authorized in, and
"hall be
e
excuted, delivered and secured under and pursuant to
:.a Trust Agreement. The Certifieaten
shall represent the
oaithepdatessand which
in the ammountsesetyforth hereto,
and shall also
represent the interest component of the lases
Payments, which As payable fray
December 1, 1988, at the rates
set forth in Exhibit A hereto, and is to be paid onA9.W.i,
1989,
and semiannually thereafter cnklunft 1 and December l.,
through and including December
1, 199 The Underwriter agrees
to make a public offe_ing of the Certificates
at the initial
offering prices rs eat forth in the official statement
hereinafter
described, which prices may be changed from time to
time by, and in the sole discretion
of, the Underwriter
2. Ths city shall deliver or cause to be delivered
to the Underwriter, promptly alter its
acceptance hereof, an
executed copy.-?Of the official Statement r•elatinq to the
Cart iflcates,y;rubstantially
in the for, of the preliminary
official Statement dated November
1988 (the "Preliminary
havecbunsaccepted "bp
thehUndeivrlt rc(thieoLLlclalnstateman�
respecting the Certificates to be
delivered before the Clocing
referred to in section 3 hereof, including the cover
page and
all appendices thereto, being herein referred to as the
"Official Stat *men t,"
O
she that if the official Statement ad and
dtshal1
etars
Closingavthe statement" o.
^Official refer to the
Official
statement as so amended), and approved for
distribution by respective resolutions
of the City.
The ACity harabv authorized the use of copies of
the Official Statement, the
Trust Agreement, the Lease
Agreement and the Assignment Agreement in
connection with the
Public offering and sale at the certificates hereby
ratlf�athe
prior distribution of the Prelim nary official
statement by the Underwriter. The ".rust
Agreement and the
Lease Agreement shall be executed and delivered substantially
in the form heretofore
reviewed by the Undatwrlter, with only
such changes therein as shalt be
matually agreed upon by the
parties thereto and the Underwriter.
3. The City hereby represents and warrants to the
Underwriter that;
general law Cityhdulytorganizednandpexisting pursuant and
the Constitution and laws of the State of Californiatand
has all necessary power and authority to enter into and
perform its duties under the Lease Agreement, the Trust
Agreement and this Purchase Agreement, and, when executed
0017LAw 2 Cq/�
1
pps
:3
iY
and delivered by the respective parties thereto, the Tease
Agreement, the Trust Agreement and this Purchase Agreement
Will constitute legal, valid and binding obligations of
the city enforceable in accordance With their respective
terms;
(b) The execution and delivery of this Purchase
Agreement, the Leau• Agreement and the Trust Acreement,
and compliance with the various provisions thereof, Will
not conflict with, or constitute a breach of or default
under, the City's duties under said documents or any
material law, administrative requlation, court decree,
resolution, charter, by -laver or other agreom2nt to which
the City is subject or by which it is bound;
(c) Except as may be required under the
securitiea or blue sky lairs of any state, there is no
consent, approval, authorization or other order of, filing
with, orAfartification by, any regulatory authority having
jurisdieV on over the City required for the consummation
by the City of the other transactions contemplated by this
Purchase Agreement;
(d) There is no action, suit, proceeding or
investigation at law'or in equity before or by any court
® or governmental agency or body pending or, to the best
knowledge of the City, threatened, against the city, nor
to the best knowledge of the Citf is there any basis
therefor, to restrain or enjoi.. the collection of the
Lease Payments to be made pursuant to the Lease Agreement
or in any way contesting or affecting the validity of this
Purchase Agreement, the Trust Agreement, the Assignment
Agreement, the Certificates, or the Lease Agreement or
contesting the powers of the city to enter into or perform
its obligations under any of the foregoing to which it is
a Party; and
EV
(e) The information under the headings
"Estimated sources and Uses of Punds," npescription of
the Projec " "The C ty," 'c ty Fl,,
ancial Information,"
an "Absence of Litigation" contained in the Prelimingry
Of_- icial Statement was, and in the official Statement is,
true and correct in all material respects and such
information does not contain any untrue or misleading
stat:ment 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.
The City hereby agrees to cooperate with the
Underwriter in endeavoring to qualify the Certificates for
0017 U,W 1
� �U
offering and sale under the securities or blue sky laws of
such "irisdictions of the United States as the Undicdriter may
rag,: t• provided, however, that in no event shall the City be
required to take any action which would subject it to general
or unlimited servics of process in any jvrisdiction in which it
is not now so subject.
4. The obligations of the Underwriter under this
Purchase Agreement are and shall be subject to the receipt on
or prior to the date of the official Statement of copies of the
most recent avdited financial statnmenta for the City,
together with such interim unaudited financial information as
may be reasonably requested by the Underwriter.
S. At 9:00 o'clock a.m., California time, on
December _, 1988, or at such other time, or cn such earlier or
later date upon which the parties may mutually agree (the
"Closing "), the CM, -poration will deliver or cause to be
delivered to tha .Ozdetvr)•wr, at the offices of Jones Hall
Hill 6 White, A Professional Law Corporation ( "Special
counsel -), Four Embarcadero Cantor, San Francisco, California
54111, or at such other place as the parties may mutually agree
upon, the Certificates in definitive form (all of the
Certificates to be lithographed with steel engraved borders),
bearing CUSIP numbers, duly executel by the Trustee, •
registered in Lich names as *he Underwriter shall provide to
the Trustee not less than five business days prior to t`.e
closing, together with the other documents mentionec herein.
All oupenses in relatiGn to the printing of
CUSIP numbers on said Certificates and the CUSIP Service Bureau
charge for the assignment of said numbers shall be paid from
proceeds of the sale of the Certificates. The Underwriter will
accept such delivery and pay the purchase price thereof as set
forth in Section 1 hereof by certified or offaeial bank check
or checks in immediately available fundo to the order of the
Trustee, in nn amount equal to the purchaan price. The
Certificates or temporary Certificates vill be made available
foc checking and packaging one business day prior to the
Closing at an office upon which the pasties may mutually
agree
6 The Underwriter hereby enters into this
Purchase Agreement in reliance upon the representations and
warranties of the City contained herein and in reliance upon
the representations and warranties to to contained in the
documents and iistruments so be delivered at the Closing and
upon the perfcrrance by thsAcity ofAits obligations hereunder,
both on the data hereof and as of the date of the Closing.
Accordingly, the obligations of the Underwriter under this
Purchase Agreement to purchase, to accept delivery of and to
7017:AW 4
pay for the Certificates shall be conditLoned upon the
Perforaanes by thenclty ofd obligations to be perfeaaed
ha =sheer and under such documents and instruments at or prior
to the Closing, and shill also be subject to the following
additional conditions:
(a) The representations end warr.nties of the
City contained herein shall be true, complota and carrec:t
on the date of the Closing, as if made on and et the
Closing;
0017LAW
' e)—
Ass! (b)
Assignment At the Closing, the Trust Agreement, the
Agreement, the Lease
Agreement and the
OLficlal Statement shall have been
executed and delivered,
shall be in full force and effect and shall
-
not have bean
amended, modified or supplemented except as may have bean
agreed to in writing by the
Underwriter, and there shall
be !n fall force and effect such resolutions as, in
opinla •f
the
Spec.(al counsel, shall be neeseeary in
connect ,un with the transactions
contemplated hereby;
cancel (e) The Underwriter shall ha•:e the right to
its
date hereof end Purchase
if,
'
slnCertificatos
nhall have been enacted by the Congress of ltheeUnited ion
states or the legislature
of the State of California or
shall have been reported out of committee
of either body
or be pending In committee of either body, or a decision
shall have been
rendered by a court of the United States
or of the State of California
or the Tax Court of the
United States, or a ruling shall have been
made or a
regulation or tr. por:ry regulation shall have been
propo"d or made
or any other release or announcement
shall have been made by the Trezaury Oepartmeit
United
of the
States or the Internal Revenue Service or by the
California Franchise Tax Board
or by any other State of
California agency or department, with respect to federal
or California
taxation upo;s revenues or other Sr. =ome of
general
hreesivedtwith
upon interest respect to or
b�ligationstOfnthe
general character of the Certificates, which
reasonable
in the
judTRent of the Underwriter, materially and
adversely affects the
market for the Certificates, or
(ud there shall exist
any event which, in the reasonable
the erespecteas(Of
suchstime any or
statement or Information
contained in the official
Statement or (1!) is not reflected in
the official
Statement but should be reflected therein in
the
order to make
statements ano information contained therein nor.
misleading in
ar,y material respect, or (1i1) there shall
0017LAW
' e)—
have occurred any outbreak of hostilities or other
national or international calamity or crisis, the effect
Of such outbreak, calamity or crisis on the financial
markets of the United States being such as, in the
reasonable Judgment of the Underwriter, would make it
impracticable for tho Underwriter to market or enforce
contracts fur the sale of the Certificates, or (iv) there
shall be in force a general suspension of trading on the
New York Stock rxchange or minimum or maximum prices for
trading shall have boon fixed and be in force, or maximum
ranges for prices for securities shall have beer. required
and be in force on the Nov York Stock, Exchange, whether by
virtue of a determination by that Exchange or by order of
the Securities amd Exchange Commission or any other
governmental authority having jurisdiction, or (v) a
general banking moratorium shall have boon declared by
either federal, California or New York authorities having
Jurisdiction thereover, or (vi) there shall be any
( vii) it tiersyshallcbenestablishedfany new restrict on on
transactions in securities materially affecting the !re*,
market for securities (including the imposition of any 3'
limitation on interest rates) or the extension of credit
by, or the charge to the net capital requirements of,
theesecuurities sandlExchangi ommission kany othercf deral
agency of the Congress of the United States, or, by
Executive Order, or any agency of the State of California
having jurisdictitn thereover, or (viii) an adverse event
affecting the project (as defined in the official
Statement), the Corporation or the city occurs which, in
the reasons.ble judgment of the Underwriter, requires or
has required a supplement or amendment to the official
Statement;
shall receive the followingtdocuments, in�ethe case
satisfactorf in form and substance to the Underwriter and
Undorwritar's counsel:
date of closing, The final approving opinion, dated the
date of clo g' of Special Cauneel, accompanied by a
supplementary opinion of Special Counsel, dated the date
Of Closing, substantially to the effact that (i) the
Purchase Agreement has been duly approved by the City;
(ii) the statements contained in the official Statement in
the sections thereof entitled: "The Certificates," "Leese
Agreement," "Trust Agreement" and "Tax Exemption"
(insofar as such statements purport to summarize certain
provisions of the legal documents and the Certificates)
present an accurate summary of such provisions; and
0017LAw 6
G.3
•
(iii) the CertifIcatas are exempt from registration
pursuant to the Securities Act of 1933, as amended, and
the Trust Agreement is exempt from qualification ab an
Indenture pursuant to the Trust Indenture Act of 1939, as
amended;
(2) the opinion of AAt—hhe Cit Attorney,
dated the date of Closing, to the anect at�fj —{a
City Is a municipal corporation and general law airy duly
organized and validly existing under the Constitution and
laws of the State of California; (ii) the official
Statement has boon duly authorized, executed and delivered
by the City and the information therein as to the City and
the City's obligations under the Trust Agreement and the
Lease Aggr'�eement is correct and does rot omit any tatement
which, in such counsel's opinion, should be included or
referred to therein; (iii) the resolution of the City
approving;'p�d authorizing the execution and delivery of
the ofti6j;,l '.tatement, the Trust Agreement, the Lease
Agreement and :uproving this Purchase Agroement was duly
adopted at one or more meetings of the city council of
City (the -Governing Body -) which were called and held 0
pursuant to law and with all public notice required by law
and at t.nich a quorum was rresent and acting throughout;
(iv) the execution and delivery of the Trust Agreement and
the Lease Agreement or the approval of this Purchase
Agreement, and compliance with the provisions thereof,
under the circumstances contemplated thereby, do not and
will not in any material respect conflict with or
constitute on the part of the City a breach of or default
under any material agreement or other instrument to whica
the City is a party or by which it is bound or any
existing law, regulation, court order or consent decree to
which the City is subject; (v) the Trust Agreement, the
Lease Agreement and this Purt:hase Contract have been duly
authorized, executed and delivered by the City, and
constitute legal, valid and binding agreements of the
City enforceable in accordance with their respective
terms, except as the enforcement thereof may be limited by
bankruptcy, ins- lvancy, the application of equitable
principles where appropriate or other lava affecting the
enforcement of creditors' rights generally; (vi) no
is pending or threatened to restrain or enjoin
the payment of Lease Payments pledged under the Trust
Agreement, in any way contesting or affecting the validity
1litigation
of the Cortificates, the Lease Agreement, this Purchase
Agreement, the Assignment Agreement or the Trust
Agreement, or in any way contesting the existence or
powars of the City: (vii) no event affecting the City has
occurred since the date of the Official Statement which
WE
either makes untrue or incorrect in any material respect
0017LAw 7 1 U q
0017LAW
eS
•
as of the date of Closing any statement or information
concerning the City contained in the official statement or
is not reflected in the Official
Statoment but should be
reflected therein J.n order to make the statements
and
information tharein concerning the city not misleading in
any
material respect; and (viii) no authorization,
approval, consent,
or other order of the State of
California or any other
governmental authority or agenc .
within the Stato of CalAfornia is required for
the valid
authorization, execution and delivery of the Trust
Agreement, the Lease Agreement, the Official Statement and
this
the financial condition ofxthe Citytshallpbeirendereddbyg
such counsel. The counsel for the city in rendering such
opinions as referred
to in Aclaueea (21 (11) and (iv) ba e
may reasonably rely upon such
representations, statements,
and wiser- appropriate, certificates, as
may be furnished
by offic is of the City having responsibilities with
regard to the activities referred to in the aforementioned
c sus st
�
Of the Truntae,(dated the date,of closing,tttorthed
effect
that (S) the Trustee is a ational banking /,association
duly
organized and validly ex at ag under t9m laws of the
gta
.united e- at,.merica; (ii) the general signature
resolution of the Trustee approving and authorizing the
execution and delivery of certain documents by certain
officers of the
Trustee, which rasclution authorizes the
execution and delivery of the Certificates,
the Trust
Agreement, the Assignment Agreement and the acknowledge-
ment of this purchase
Agreement, was duly adopted at
meetings of the governing body of the Trustee; (111) there
is
no action, suit, proceeding or investigatior. at law or
In equity before
or by any court, public board or body,
pending or, to t).e best knowledge of
such authorized
Officer of the Trustee, threatened against or affecting
the Trustee
to restrain or enjoin the execution or
delivery of the Certificates
or the collection of revenues
Pledged under the Assignment Agreement or the assignment
the
of Lease payments under the Assignment Agreement, in
ny way
contesting or affecting any authority for the
execution and delivery of the Certificates
or the validity
Of _e Certificates, the Trust Agreement, the Assignment
Agreement., the
Lease Agreement or this purchase Agreement,
or in any way contesting the existence
or powers of the
Trustee with respect to the sale of the Certificates or
the security therefor
wherein an unfavorable decision,
ruling or finding would adversely affect the
transactions
Contemplated by the Trust Agreement, the Assignment
Agreament
or the Leese Agreement or the validity of the
O
0017LAW
eS
E
Cartificates; (iv) the execution and delivery of the
Ce.- tificates, the Assignment Agreement and the Trust
Agreement and compliance with the provisions thereof,
under the circumstances contemplated thereby, do not and
will not in any material respect conflict with or
constitute on the part of the Trustee a breach of or
default under any agreement or other instrument to which
the Trustee is a party or by which it is bound or any
existing law, regulation, court order or consent decree to
which the Trustee is subject; and (v) the Trust Agreement
and the Assignment Agreement have been duly authorized,
executed and delivered by the Trustee and constitute the
valid and binding agreements of the Trustee, enforceable
In accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, or other
laws aftectinq the enforcement of creditors' rights
generally;
Fields a Younger, a Professional sionalCorporation, flamer, Angeles,
California, counsel for the Underwriter, dated the date -of
Closing, to the effect that (i) the Certificates are 0
exempt from registration under the Securities Act of 1977,
as amended, and the Trust Agreement in exempt from
qualification under the Trust Indenture Act of 1939, as
amended, and (ii) nothing has come to their attention
which would lead them to believe that the Official
Staterent (excluding therefrom the financial statements
and the statistical data included in the official
Statement, as to which no opinion need be expressed)
contains an untrue statement of a material fact or omits
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; A
of
or similar offici h al of the the finance
ofithetor
closing, substantially to the effect that nothing has
come to his or her attention which would lead said
Official to believe that, As to the financial information
and statistical data relating to the City included in the
Official Statement, the material contained therein
relating to the City contains any untrue statement of
material fact or omits to state any material fact
required to be stated therein or necessary to make the
statements the:ein, in light of the circumstancss under
which they were made, not misleading, said certificate
otherwise being in form and substance acceptable to
Special Counsel and counsel to the Lndorwritert
00.7L W
0
A(6) a certificate of an authorized officer
of the Corporation, dated the date of Closing, substan-
tially to the effect that: (i) the Corporation is a
nonprofit public benefit corporation duly organized and
existing under the laws of the State of California, with
the full power and authority to enter into and perform the
Trust Agreement, the Assignment Agreement and the Lease
AgreementA to causw delivery of the Certificates pursuant
to the Trust AgreamentAand to carry out and consummate the
transactions contemplated by this Purchase Agreement, the
Trust Agreement, the Assignment Agreement, the Lease
Agreement and the official Statement; (ii) to the beat
knowledge of the Corporation, rfter reasonable investiga-
tion, the execution and delivery of the Trust Agreement,
the 14asa Agreement, the Assignment Agreement and the
CertificatesAand compliance on the Corporation s part
eontaineA. with the provisions therein, will not conflict
with or Astitute a breach of or default under any law,
administrative regulation, judgment, decree, loan agree -
mant, indenture, bond, note, resolution, agreement or
other instrument to which the Corporation is a party or jL
otherwise subject, nor will any suck; execution, delivery,
adoption 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 the
properties or assets of the Corporation under the terms of
any such law, administrative regulation, judgment, decree,
loan agreement, indenture, band, note, resolution,
agreement or other instrument, except as provided by the
Trust Agreement and the Lease Agreement; (iii) to the
best knowledge of the Corporation, there is no action,
suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, governmental agency,
public board or body, pending or threatened against the
Corporation affecting the existence of the Corporation or
the titles of its officers to their respective offices or
in any way contesting or affecting the validity or
enforceability of the Trust Agreement, the Lease
Agreement, the Assignment Agreement, the Certificates or
this Purchase Agreement, or contesting the powers +f tha
Corporation or its authority to issue, enter into, adopt
or perform its obligations under any of the foregoing,
wherein an unfavorable decision, ruling or finding would
materially and adversaly affect the validity or onfcrce-
ability of the Trust Agreement, the Lease Agreement, the
Assignment Agreement, the Certificates or this Purchase
Agreement; and (iv) the Corporation will furnish such
information, execute such instruments and take such other
action in cooperation with the Underwriter as the UWer-
writer may reasonably request in order (A) to qualify the
Certificates for offer and sale under the blue sAcy or
0017LAW 10 16
" other securities laws and regulations of such states and
other jurisdiction3 of tie United States as the Under-
writer may designate and (B) to determine the eligibility
Of the Certificates for investment under the laws of such
states and other jurisdictions, and will use its best
efforts to continue such qualification in effect so long
as rnquired for distribution of the Certificates;
provided, however, that in no event shall the Corporation
be required to take any action which would subjaat it to
general or unlimited service of process in any juris-
diction in which it is not now so subject;
AM copies of the Trust Agreement, the
Assignment Agreement and the Lease Agreement, in each
case duly executed by the parties thereco;
Statement, xecueed onfthetbehalfpOfsthe City byithel
designated ,uthorized representative of the city;
A(g) certified copi 2 -)f the general
resolution of a Trustee authorizing the execution and
delivery of cert ain documents by certain officers of the
Trustee, which resolution authorizes the execution and
• delivery of the Certificates, the Assignment Agreement and
the Trust Agreement and the acknowledgment of this
Purchase Agreement;
1C certified copies of the resolution of
the Governing o y Of the City authorizing the execution
and delivery of the Trust Agreement, the Lease Agreament,
the Official Statement and approving this Purchase
Agreement;
Incorporation c
of the Corporationeand Certified copies of
the Corporation s by-laws and resolutions of its Ecard of
Directors authorizing the execution and delivery of the
Trust Agreement, the Lease Agraement and the Assignment
Agr. eemant;f
12 the opinion of counsel to the
Corporation, Gated the date of the Closing, as to the due
authorization, execution and delivery by the Corr^ -+tion
of the Lease Agreement, the Assignment Agreement he
Trust Agreement, as to the legal, valid and bindany ....cure
thereof and as to the enforceability thereof in accordance
with their terms, except to the extent that enforcement
thereof say be limited by bankruptcy, reorganization,
insolvency, moratorium or other laia or equitable
Principles affecting the enforcement of creditors' rights
0017LAw I1 I tt
generally, said opinion otherwise being in form and •
substance acceptable to Special Counsel and to counsel
for the Underwrltert
(17 evidence (whether written or
telephonic) sat afactory to the Underwriter that the
certificates Rave been rated "
Service! " by Moody'a Investors
statements of (14)CiOneaCOPY of the audited financial
together with the reportpissued in connectionatherewith,�t�
and a signed consent letter of Lance, Soll i Lunghard,
Certified Public Accountants, in fora satisfactory to the
Underwriter, consenting to the use of the financial
statements and the report thereon in the Official
Statsment,.,and consenting to the references made to said
lira undo.': the caption "ERPERTS" in the official
Statements and
(1� such additional legal opinions,
certificates, Pracaedings, instruments a,id other documents
as the Undenrriter, counsel to the Underwriter or Special
counsel may reasonably request to evidence compliance by
the Trustee, the city and the Corporation with legal •
requirements, the truth and accuracy, as of the time of
closing, of the ropresentations of the city/,herein and in
the official Statement and tha due performance ei
satisfaction by the Trustee, the City,ard the Corporation
at or prior to such time of
Perform ad and all conditions than to be satisfied by the
Trustee, th all agreements then to be
e City and the Corporation.
conditions to the bligationsaof the uU derwritertcontained in
this Purchase Agreemant or it the Underwriter's obligations
shall be terminated for any reason permitted herein, this
Purchase Agreement shall terminate and neither the Underwriter
nor the City shall have any further obligation hereunder.
7. All reasonable expense■ and costs of the city
and the Corporation incident to the performance of its
.tespactivs obligations in connection with the •xeaution, r,
delivery and sale of the Certificates tc the Underwrite
including the cost of printing of the Certificat
execution thereof) es (and Lull
, the Preliminary 0lt1cial Statement and the
Official Statement reasonable quantities, teen of
consultants, teas of rating agencies, CUSIP Service Bureau lees
and charges, fees and charges of Special Counsel, and lase and
expenses of the Trustee, counsel for the City and .and fee for
the Corporation, shall be paid by the City All expenses to be
0017 L4N lI I
'aid by the City pursuant to this Purchase Agreement may be
;id from Certificate proceeds to the extent permitted by the
.rust Agreement. Except as indicated above, all other out -of-
pocket expe:ves of the Underwriter, including traveling and
other expenses and the foes and expenses of their counsel,
shall be paid by the Underwriter.
to the Undanziter mayibe given by deliveringithatseme inven
writing to Stone i Youngberg, one California Street, San
Francisco, CA 9 4111, Attn: P Munici al Finance Department. The
approval of the Underwriter who•,
determination of their satisfaction gasrto any document referred
to herein shall be in writing signed on behalf of Stone F
Youngberg and delivered to ycu
9. •,The UnderwriterArepyysents with respect to the
Certificates 'nd this Purchase #greament as follows:
when * (a) the Certificates may be initially offered
.no Underwriter and the City have executedAthis
Purcha.a Agreement;
(b) the Under+.Titor may allow a dealer
concession on sales to fl) securities dealers, (ii) dealer
banks or divisions or departmants of banks, (iii) foreign
banks or broker-do -' ors which (A) are registered as
broker- dealers u, a, the Securities Exchange Act Of 1934
United stet
and agree o mof ,alas of the Certificatas in the
• of rica that they will comply with the
arule* -f the Municipal Securities Rulemakinq1 Board, or
ny registered,
CertificatesintheUnited States OfyAmerica, its
territories or possessions, or to persons who are citizens
thereof or residents therein, and in making other sales
agree co comply with the Rules of Pair Practice of the
National Association of Securities Dealers;
ofterin (c) the Underwriter may change the public
4 price and, in general, or in such specific canes
as it may determine, any concession, commissions,
allowances or realla'rancea;
an Official o (d) the Underwriter agrees to mail or deliver
Ce who
of rtificatesswith ortpriorato writtepn urchases
the sale to such person;
(
registered as a broker-dealer or represents
orarmunicipalasecurities
dealer under the Securities Exchango Act of 1936; and,
0017LAw 13 1 al 0
respect to((i) the Sssulors shall not be ]cable with
legality, enforceability,or value of, genuineness, validity, ato, the
Certificates, (lei) the validity of any inatrumont under or
pursuant to which the Certificates may be issued,
(Sic) any representations in the Purchase Agreement,
•`� (iv) the ac=vacy or completeneos of the Preliminary
k' Official statement or the Official Statement, any
memoranduc, brochure or agreement, or any statnsents,
a, reports or letters of others in connection with the
Certificates, (v) the delivery of the Certificates or the
,L Performance by the City or otters of any agreement on its
or their part, or (vi) the qualification or registration
of the Certificates for sale, or the legality of th•
Certificates for investment under the laws of any
jurisdict In. Tte Underwriter shall not (except for such
liability;
E
Y-
11. This Parchace Agreement shall be overned by the
aws of the State of California applicable to contracts made
.nd performed in such State.
12. This purchase Agreement may be execugqted in
several t nal and
whichl
shat
lconstitute shall be
theesameiinstrument.
II
Receipt Acknowledged By;
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
00171AW
STONE & YOUNGBERG
By:
Partner
CITY OF RANCHO CUCAMONGA
ey:
City Nanegir
i
z
L'XMISIT A
Maturity
t�L'her I) Prinel24 A==
n
0017LAa 16
)0-21
Interest &U
0
s