HomeMy WebLinkAbout1991-09-10 - AGENDA REPORTS - EXECUTION SALE DELIVERY CERT (2)�4 l
AGENDA REPORT
(REDEVELOPMENT AGENCY)
City Manager Approval
Item to be presented
Andrea Daroca
NEW BUSINESS
DATE: September 10, 1991
SUBJECT: Approval of Execution, Sale and Delivery of
Certificates of Participation
Finance
BACKGROUND
In order to facilitate the financing of the acquisition of a
portion of the Valencia Bank Building and begin a more
integrated financing plan for the City, the staff recommends
approval of the issuance by the Santa Clarita Public
Financing Authority (the "PFA") of its revenue bonds ("Pool
Bonds") in an aggregate principal amount not to exceed
$24,000,000. Basically, the Pool Bonds are sold to the
public, the proceeds of which are used to purchase the local
obligations, including (a) simultaneously with the issuance
of the Pool Bonds, the Certificates of Participation (City
Hall Building Project) (the "Certificates") in the principal
amount not to exceed $7,500,000 issued on behalf of the City
to finance the acquisition of a portion of the Valencia Bank
Building and (b) at a later date, certificates of
participation for the construction and improvement of
certain Soledad Canyon Road Improvements.
The Pool Bonds are secured by the Revenues received by the
PFA.from the local obligations, as the owner of the local
obligations. The money used to purchase the local
obligations, including the Certificates, is used to finance
the public improvements listed above or such other permitted
substitutions.
It is proposed that the City and Agency authorize the
execution and delivery of the Certificates and authorize the
purchase of Certificates by the PFA; the PFA authorize the RDA
Agenda Item:._.
issuance of the Pool Bonds and the sale to PaineWebber
Incorporated at the interest rates parameters set forth in
the related resolution; and the City designate the local
obligations, including the Certificates which will make up
the first pool.
1. Board approve the attached Resolution Nos. RDA 91-3 and
RDA 91-4 .
A resolution appointing the Director of Finance and the
City Clerk as the Assistant Treasurer and Assistant
Secretary, respectively of the Redevelopment Agency.
A resolution which authorizes the Redevelopment Agency
to enter into (i) a.base lease, lease, agency.agreement,
fiscal agent agreement for the execution and delivery of
the certificates of participation to finance the
purchase of the City Hall building, and (ii) a
commitment agreement and purchase contract with the City
and the PFA to sell the certificates to the PFA pool.
RESOLUTION NO. RDA 91-3
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA
CLARITA APPOINTING CERTAIN OFFICERS.
WHEREAS, the Community Redevelopment Law of the State of California
(Health and Safety Code Section 33000, et sem.) provides that there exists in each
community a redevelopment agency which becomes functional upon the adoption of an
ordinance by the legislative body of said community activating the agency; and
WHEREAS, the City Council of the City of Santa Clarita, California (the
"City") has heretofore adopted Ordinance No. 89-27 creating and establishing a
Community Redevelopment Agency within the City known as the Redevelopment Agency
of the 'City of Santa Clarita (the "Agency") and designating the members of the City
Council as the members of the Agency; and
WHEREAS, it is now desirable that- certain positions of the Agency -be
designated;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA AS FOLLOWS:
SECTION 1. The offices of Assistant Secretary and Assistant Treasurer are
hereby created. The City Clerk shall be the Assistant Secretary of the Agency and the
Director of Finance of the City shall be the Assistant Treasurer of the Agency and shall
perform such duties and functions normal to the office of the Secretary and Treasurer,
respectively. Such Agency officers shall hold such offices only so long as they hold the
corresponding City office heretofore specified.
SECTION 2. This Resolution shall take effect and be in full force from and
after its adoption by the Agency.
PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the
City of Santa Clarita, California at a regular meeting thereof held on the day of
, 1991.
(SEAL)
ATTEST:
Secretary
-2-
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
Chairman
I HEREBY CERTIFY that the above and foregoing resolution was duly passed
and adopted by the Board of Directors of the Redevelopment Agency of the City of Santa
Clarita at a regular meeting on the _day of , 19_, by the following vote, to
wit:
AYES:
DIRECTORS:
NOES:
DIRECTORS:
ABSENT:
DIRECTORS:
ABSTAIN:
DIRECTORS:
-3-
Secretary
0
RESOLUTION NO. RDA 91-3
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA
CLARITA APPOINTING CERTAIN OFFICERS.
WHEREAS, the Community Redevelopment Law of the State of California
(Health and Safety Code Section 33000, et sec.) provides that there exists in. each
community a redevelopment agency which becomes functional upon the adoption of an
ordinance by the legislative body of said community activating the agency; and
WHEREAS, the City Council of the City of Santa Clarita, California (the
"City") has heretofore adopted Ordinance No. 89-27 creating and establishing a
Community Redevelopment Agency within the City known as the Redevelopment Agency
of the City of Santa Clarita (the "Agency") and designating the members of. the City
Council as the members of the Agency; and
WHEREAS, it is now desirable that certain positions of the Agency be
designated;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE REDEVELOPMENT AGENCY OF THE.CITY OF SANTA CLARITA AS FOLLOWS;
SECTION 1. The offices of Assistant Secretary and Assistant Treasurer are
hereby created. The City Clerk shall be the Assistant Secretary of the Agency and the
Director of Finance of the City shall be the Assistant Treasurer of the Agency and shall
perform such duties and functions normal to the office of the Secretary and Treasurer,
respectively. Such Agency officers shall hold such offices only so long as they hold the
corresponding City office heretofore specified.
SECTION 2. This Resolution shall take effect and be in full force from and
after its adoption by the Agency.
0
PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the
City of Santa Clarita, California at a regular meeting thereof held on the day of
1991.
(SEAL)
ATTEST:
Secretary
•
0
-2-
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
Chairman
I HEREBY CERTIFY that the above and foregoing resolution was duly passed
and adopted by the Board of Directors of the Redevelopment agency of the City of Santa
Clarita at a regular meeting on the _ day of , 19_, by the following vote, to
wit:
AYES:
DIRECTORS:
NOES:
DIRECTORS:
ABSENT:
DIRECTORS:
ABSTAIN:
DIRECTORS:
•
-3-
Secretary
RESOLUTION NO. RDA 91-4
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA
CLARITA, . AUTHORIZING THE EXECUTION, SALE AND
DELIVERY OF CERTIFICATES OF PARTICIPATION (CITY
HALL BUILDING PROJECT) IN THE PRINCIPAL AMOUNT
NOT TO EXCEED $7,500,000 IN ORDER TO PROVIDE FUNDS
TO PAY THE COSTS OF SUCH PROJECT; AUTHORIZING
AND APPROVING THE SALE OF THE CERTIFICATES OF
PARTICIPATION TO THE SANTA CLARITA PUBLIC
FINANCING AUTHORITY AND CERTAIN DOCUMENTS
RELATING THERETO; AND AUTHORIZING CERTAIN
OTHER OFFICIAL ACTIONS IN CONNECTION WITH THE
SALE AND DELIVERY OF SAID CERTIFICATES OF
PARTICIPATION.
WHEREAS, the City of Santa Clarita, California (the "City"), is a municipal
corporation and general law city of the State of California; and
WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the
"Agency") is a redevelopment agency and public body, corporate and politic, duly
created, established and authorized to transact business and exercise its powers,.all
under and pursuant to the Community Redevelopment Law, commencing with Health and
Safety Code Section 33000, et seg. (the "Law"); and
WHEREAS, the City and the Agency have entered into a Joint Exercise of
Powers Agreement establishing the Santa Clarita Public Financing Authority (the
"Authority") for the purpose of issuing its bonds to be used to provide financing for public
capital improvements of the City and the Agency; and
WHEREAS, the Agency finds and determines that it is necessary, desirable and
in the best interests of the Agency to assist in the financing of certain public
improvement projects as described on Exhibit "A" attached hereto (collectively, the
"City Obligations'), for the benefit and use of the Agency and the City and thereby
improve and enhance the ability of the Agency and the City to provide essential and
public services and facilities for the citizens of the City; and
WHEREAS, the City and the Agency wish to provide funds to acquire certain
real property (the "Land") and a building and related facilities (the Land and the City
Hall.buiiding to be referred to herein as the "Facilities'), a portion of which will be used
by the City as the Santa Clarita City Hall (the "Project'), by the execution and delivery
of Certificates of Participation (City Hall Building Project) Evidencing A Proportionate
Interest Of The Owners Thereof In Lease Payments To Be Made By The City Of Santa
Clarita (Los Angeles County, California) To The Redevelopment Agency Of The City Of
Santa Clarita (the "Certificates') in the aggregate principal amount not to exceed
$7,500,000; and
WHEREAS, the Authority desires to purchase the City Obligations with a
portion of the proceeds of the the Bonds and the City and the Agency desire to sell the
City Obligations to the Authority, all subject to the terms and conditions hereinafter set
forth and in accordance with the Commitment Agreement and Purchase Contract for the
Purchase and Sale of Local Obligations, dated as of October 1, 1991 (the "Commitment
Agreement") by and among the -Authority, the City and the Agency which (a) commits the
Agency to sell the City_ Obligations to the Authority and (b) contains a purchase contract
for the Certificates providing the final terms and conditions of the sale of the
Certificates to the Authority. The form of the Commitment Agreement is on file with
the Secretary; and
WHEREAS, the Commitment Agreement obligates the City to pay certain
costs of issuance with respect to the Authority's Bonds in the event the Authority is
unable, for any reason, to acquire with the proceeds of the Authority's Bonds a sufficient
principal amount of City Obligations to permit the Authority to repay such costs of
issuance and in consideration of the determination of the City that there are significant
public benefits to the City in causing the City Obligations to be sold to the Authority, all
as set forth in the Commitment Agreement; and
WHEREAS, PaineWebber, Incorporated, as underwriter (the "Underwriter") of
the Authority's Bonds has prepared and presented to the City for approval an official
statement (the "Official Statement") in preliminary form for use in the sale of the
Authority's Bonds and containing information describing the City Obligations, and the
Agency desires to grant such approval with respect to such information; and
WHEREAS, the Agency further finds and determines that it is necessary and
desirable in connection with the sale and. delivery of the Certificates that the City enter
into certain documents, and that the Agency take other actions and approve the
execution of certain other documents as herein provided; and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE REDEVELOPMENT AGENCY OF THE CITY COUNCIL'OF THE CITY OF SANTA
CLARITA, CALIFORNIA, AS FOLLOWS:
Section 1. Findings and Determinations. The above recitals are all true and
correct; and
Section 2. Acceptance of Leasehold Interest in the Facilities. The Agency
is hereby authorized to accept conveyance of a leasehold or other interest in the
Facilities, and as consideration therefor, it will assign to the Authority, as fiscal agent,
the Lease Payments (as such term is defined in the hereinafter mentioned Lease) and
direct the Authority as fiscal agent to execute and deliver the Certificates to the
original purchaser, the Authority.
Section 3. Authorization of Execution, Sale and Delivery of the Certificates
of Participation. The Agency hereby authorizes the execution, sale and delivery of the
Certificates, for the purpose of providing funds to pay the costs of acquiring the
-2-
Project. The Certificates shall be executed, delivered and secured pursuant to the Fiscal
Agent Agreement expected to be dated October 1, 1991 (the "Fiscal Agent Agreement")
by and between the Agency and the Authority, as fiscal agent.
The Agency hereby authorizes, approves and confirms the saleof the
Certificates to the Authority. The Chairman of the Agency, or his designee; is hereby
authorized and directed, for and in the name and on behalf of the Agency, to sell the
Certificates to the Authority and to execute and deliver the Commitment Agreement;
provided, however, that (i) the stated average annual interest rate payable with respect
to the Certificates shall not exceed percent (_%) per annum and (ii) the
purchase price paid by the Authority for the purchase of the Certificates shall not be less
than (_%) of the par amount thereof. Approval of any
additions or changes in such form of Commitment Agreement and compliance with the
conditions precedent to the execution of the Commitment Agreement, as deemed
appropriate by the Executive Director and by the Chairman shall be conclusively
evidenced by execution and delivery of the Commitment Agreement.
The Certificates shall represent interest at the annual rates, shall be in such
denominations, shall be in such form, shall be subject to redemption, shall have such
other terms and provisions, and shall be executed and delivered in such manner subject to
such provisions, covenants and agreements, as are set forth in the Fiscal Agent
Agreement.
City when Certificates are Paid.. The Agency hereby declares that the Agency will
convey to the City the unencumbered fee title to the Facilities after all the Certificates
have been paid or payment therefor has been provided for in accordance with the Fiscal
Agent Agreement.
Section 5. Limited Obligations. The Certificates, the premium, if any, and
the interest represented thereby shall be limited obligations payable solely out of certain
lease payments, revenues, proceeds and receipts received by the Agency from the City
pursuant to the herein authorized Lease. The Certificates and the interest represented
thereby shall not constitute a debt or liability of the City, the Agency and the
Certificates shall not constitute an indebtedness within the meaning of any constitutional
or statutory debt limitation or restriction.
Section 6. Authorization of Documents. The Agency is hereby authorized
to enter into and/or approve the following documents, in substantially the forms
presented to and reviewed by the Board of. Directors of the Agency at this meeting
(copies of which documents shall be filed in the records of the Agency), with such
changes therein as shall be approved by the officers of the Agency executing such
documents, such officers' signatures thereon being conclusive evidence of their approval
thereof:
(a) Base Lease expected to be dated as of October 1, 1991 (the "Base
Lease"), by and between the City, as lessor, and the agency, the lessee,
conveying a leasehold interest in the Facilities totheAgency; and
-3-
M Lease Agreement expected to be dated as of October 1, 1991 (the
"Lease"), by and between the Agency, as lessor, and the City, as lessee, under
which the Agency shall lease the Facilities to the City upon the terms and
conditions as set forth in said Lease for the purpose of acquiring the Project;
and
(c) Fiscal Agent Agreement; and
(d) Agency Agreement expected to be dated as of October 1, 1991 (the
"Agency Agreement'), between the City and the Agency, under which the City
agrees to acquire the Project using the proceeds of the Certificates; and
(e) Commitment Agreement;
(f) Preliminary Official Statement to be used in connection with the
sale of the Bonds.
Section 7. Execution of Documents. The Agency is hereby authorized to
enter into and the Chairman and the Secretary or their designees are hereby authorized
and directed to execute, seal, attest and deliver, for and on behalf of and as the act and
deed of the Agency, the Base Lease, the Lease, the Fiscal Agent Agreement, the Agency
Agreement, the Commitment Agreement and such other documents, certificates and
instruments as may be necessary or desirable to carry out and comply with the intent of
this Resolution.
Section B. Effective Date. This Resolution shall take effect and be in full
force from and after its adoption by the Agency.
-4-
Adopted by the Board of Directors of the Redevelopment Agency of the City
of Santa Clarita this _ day of , 1991.
(SEAL)
ATTEST:
Secretary
-5-
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
By:
Chairman
I HEREBY CERTIFY
and adopted by the Board of the
regular meeting held on the
vote, to wit:
AYES:
NOES:
ABSENT:
that the above and foregoing resolution was duly passed
Redevelopment Agency of the City of Santa Clarita at a
day of , 1991, by the following
-6-
Secretary
EXHIBIT "A"
City Obligations
Projects
- City Hall Building
(Valencia National Bank Building)
Soledad Canyon Road Improvements
- Soledad Widening
(Sand Canyon to Shadow Pines)
- Cross Valley Bikeway
(Soledad Canyon bicycle, pedestrian
and equestrian trail)
- Bridge Widening
(Soledad Canyon Road at
Santa Clara River - Camp Plenty)
- Valencia/Soledad Restriping
Type of Proposed Financing
Certificates of Participation
Certificates of Participation
And Other Substitute Projects which may include the following:
- City Yard Building Certificates of Participation
RESOLUTION NO. RDA 91-4
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA
CLARITA, AUTHORIZING THE EXECUTION; SALE AND
DELIVERY OF CERTIFICATES OF PARTICIPATION
(CAPITAL IMPROVEMENT PROJECTS) IN THE PRINCIPAL
AMOUNT NOT TO EXCEED $24,0001000 IN ORDER TO
PROVIDE FUNDS TO PAY THE COSTS OF CERTAIN
PROJECTS; AUTHORIZING AND APPROVING THE SALE OF
THE CERTIFICATES .OF PARTICIPATION TO THE SANTA
CLARITA PUBLIC FINANCING AUTHORITY AND CERTAIN
DOCUMENTS RELATING THERETO; AND AUTHORIZING
CERTAIN OTHER OFFICIAL ACTIONS IN CONNECTION
WITH THE SALE AND DELIVERY OF SAID CERTIFICATES
OF PARTICIPATION.
WHEREAS, the City of Santa Clarita, California (the "City"), is a municipal
corporation and general law city of the State of California; and
WHEREAS, the Redevelopment Agency of the City of Santa Clarita (the
"Agency'l is a redevelopment agency. and public body, corporate and politic, duly
created, established and authorized to transact business and exercise its powers, all
under andpursuantto the Community Redevelopment Law; commencing with Health and
Safety Code Section 33000, et seq. (the "Law"); and
WHEREAS, the City and the Agency have entered into a Joint Exercise of
Powers Agreement establishing the Santa Clarita Public Financing Authority (the
"Authority") for the purpose of issuing its bonds to be used to provide financing for public
capital improvements of the City and the Agency; and
WHEREAS, the Agency finds and determines that it is necessary, desirable and
in the best interests of the Agency to assist in the financing of certain capital public
improvement projects as described on Exhibit "A" attached hereto (collectively, the
"Projects"), for the benefit and use of the Agency and the City and thereby improve and
enhance the ability of the Agency and the City to provide essential and public services
and facilities for the citizens of the City; and
WHEREAS, the City and the Agency wish to provide funds to finance and/or
refinance the acquisition,. improvement, equipping and construction of the -Projects by
the execution and delivery of Certificates of Participation (Capital Improvement
Projects) Evidencing A Proportionate Interest Of The Owners Thereof In Lease Payments
To Be Made By The City Of Santa Clarita (Los Angeles County, California) To The
Redevelopment Agency Of The City Of Santa Clarita (the "Certificates") in the
aggregate principal amount not to exceed $24,000,000; and
WHEREAS, the Authority desires to purchase the Certificates with a portion
of theproceeds of the the Bonds and the City and the Agency desire to sell the
Certificates to the Authority, all subject to the terms and conditions hereinafter set
forth and in accordance with the Certificate Purchase Contract for the Purchase and
Sale of Local Obligations, dated as of October 1, 1991 (the "Certificate Purchase
Contract") by and among the Authority, the City and the Agency which contains a
purchase contract for the Certificates providing the final terms and conditions of the
sale of the Certificates to the Authority. The form of the Certificate Purchase Contract
is on file with the Secretary; and
WHEREAS, Fieldman, Rolapp & Associates, as financial advisor (the "Financial
Advisor") of the Authority's Bonds has prepared and presented to the City for approval an
official statement (the "Official Statement") in preliminary form for use in the sale of
the Authority's Bonds and containing information describing the Certificates, and the
Agency desires to grant such approval with respect to such information; and
WHEREAS, the Agency further finds and determines that it is necessary and
desirable in connection with the sale and delivery of the Certificates that the Agency
enter into certain documents, and that the Agency take other actions and approve the
execution of certain other documents as herein provided; and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE REDEVELOPMENT AGENCY OF THE CITY COUNCIL OF THE CITY OF SANTA
CLARITA, CALIFORNIA, AS FOLLOWS:
Section 1. Findings and Determinations. The above recitals are all true and
correct; and
Section 2. Acceptance of Leasehold Interest in the Facilities. The Agency
is hereby authorized to accept conveyance of a leasehold or other interest in the
Facilities (as such term is defined in the hereinafter mentioned Lease), and as
consideration therefor, it will assign to the Authority, as fiscal agent, the Lease
Payments (as such term is defined in the hereinafter mentioned Lease) and direct the
Authority as fiscal agent to execute and deliver the Certificates to the original
purchaser, the Authority.
Section 3. Authorization of Execution, Sale and Delivery of the Certificates
of Participation. The Agency hereby authorizes the execution, sale and delivery of the
Certificates, for the purpose of providing funds to finance and/or refinance the costs of
acquiring, improving, equipping and constructing the Projects. The Certificates shall be
executed, delivered and secured pursuant to the Fiscal Agent Agreement expected to be
dated October 1, 1991 (the "Fiscal Agent Agreement") by and between the Agency.and
the Authority, as fiscal agent.
The Agency hereby authorizes, approves and confirms the sale of the
Certificates to the Authority. The Chairman of the Agency, or his designee, or the
Executive Director of the Agency, is hereby authorized and directed, for and in the name
and on behalf of the Agency, to sell the Certificates to the Authority and to execute and
deliver the Certificate; provided, however, that (i) the stated average annual interest
rate payable with respect to the Certificates shall not exceed eight and one-quarter
-2-
percent (8.25%) per annum and (ii) the purchase price paid by the Authority for the
purchase of the Certificates shall not be less than the par amount thereof. Approval of
any additions or changes in such form of Certificate Purchase Contract and compliance
with the conditions precedent to the execution of the Certificate Purchase Contract, as
deemed appropriate by the Executive Director or by the Chairman shall be conclusively
evidenced by execution and delivery of the Certificate Purchase Contract.
The Certificates shall represent interest at the annual rates, shall be in such
denominations, shall be in such form, shall be subject to redemption, shall have, such
other terms and provisions, and shall be executed and delivered in such manner subject to
such provisions, covenants and agreements, as are set forth in the Fiscal Agent
Agreement.
Section 4. Conveyance of Agency's Interest in the
i Certificates are Paid. The Agency hereby declare
convey to the City the unencumbered fee title to the Facilities after all the Certificates
have been paid or payment therefor has been provided for in accordance with the Fiscal
Agent Agreement.
Section 5. Limited Obligations. The Certificates; the premium, if any, and
the interest represented thereby shall be limited obligations payable solely out of certain
lease payments, revenues, proceeds and receipts received by the Agency from the City
pursuant to the herein authorized Lease. The Certificates and the interest represented
thereby shall not constitute a debt or liability of the City, the Agency and the
Certificates shall not constitute an indebtedness within the meaning of any constitutional
or statutory debt limitation or restriction.
Section 6. Authorization of Documents. The Agency is hereby authorized
to enter into and/or approve the following documents, in substantially the forms
presented to and reviewed by the Board of Directors of the Agency at this meeting
(copies of which documents shall be filed in the records of the Agency), with such
changes therein as shall be approved by the officers of the Agency executing such
documents, such officers' signatures thereon being conclusive evidence of their approval
thereof:
(a) Base Lease expected to be dated as of October 1, 1991 (the "Base
Lease'% by and between the City, as lessor, and the Agency, the lessee,
conveying a leasehold interest in the Facilities to the Agency; and
(b) Lease Agreement expected to be dated as of October 1, 1991 (the
"Lease"), by and between the Agency, as lessor, and the City, as lessee, under
which the Agency shall lease the Facilities to the City upon the terms and
conditions as set forth in said Lease for the purpose of acquiring, improving
and constructing the Projects; and
(c) Fiscal Agent Agreement; and
-3-
(d) Agency Agreement expected to be dated as of October 1, 1991 (the
"Agency Agreement"), between the City and the Agency, under which the City
agrees to acquire, improve, equip and construct the Projects using the
proceeds of the Certificates; and
(e) Certificate Purchase Contract;
(f) Preliminary Official Statement to be used in connection with the
sale of the Bonds.
Section- 7. Execution of Documents. The Agency is hereby authorized to
enter into and the Chairman or the Executive Director, and the Secretary, or their
designees, are hereby authorized and directed to execute, seal, attest and deliver, for
and on behalf of and as the act and deed of the Agency, the Base Lease, the Lease, the
Fiscal Agent Agreement, the Agency Agreement, the Certificate Purchase Contract and
such other documents, certificates and instruments as may be necessary or desirable to
carry out and comply with the intent of this Resolution.
Section 8. Effective Date. This Resolution shall take effect and be in full
force from and after its adoption by the Agency.
-4-
Adopted by the Board of Directors of the Redevelopment Agency of the City
of Santa Clarita this _ day of , 1991.
(SEAL)
ATTEST:
tary
-5-
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
By:
Chairman
I HEREBY CERTIFY that the above and foregoing resolution was duly passed
and adopted by the Board of the Redevelopment Agency of the City of Santa Clarita at a
regular meeting held on the day of , 1991, by the following
vote, to wit:
AYES:
NOES:
ABSENT:
-6-
Secretary
EXHIBIT "A"
THE PROJECTS
- A portion of the City Hall Building (Valencia National Bank Building)
- Soledad Canyon Road Improvements
- Soledad Widening (Sand Canyon to Shadow Pines)
- Cross Valley Bikeway (Soledad Canyon bicycle, pedestrian and equestrian trail)
- Bridge Widening (Soledad Canyon Road at Santa Clara River - Camp Plenty)
- Valencia/Soledad Restriping
And Other Substitute/Additional Projects which may include the following:
- City Yard Building
- Other public capital improvement projects permitted under the Fiscal Agent
Agreement
S-CLR3-09
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of Santa Clarita
Carl K. Newton, City Attorney
c/o Burke, Williams & Sorensen
611 West Sixth Street, 25th Floor
Los Angeles, California 90017
BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
This transaction is exempt from California Documentary Transfer Tax pursuant to
Section 11922 of the California Revenue and Taxation Code. This document is recorded
for the benefit of the City of Santa Clarita, California and recording is fee -exempt under
Section 6103 of the California Government Code.
BASE LEASE
By and Between
THE CITY OF SANTA CLARITA, CALIFORNIA, lessor
and the
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, lessee
Dated as of October 1, 1991
TABLE OF CONTENTS
Page
Parties................................................................
Recitals...............................................................
Section 1. Definitions of Words and Terms ......................................
Section 2. Granting of Leasehold Estate ........................................
Section 3. Base Lease Term ..................................................
Section 4. Rental; Disposition of Rental ........................................
Section 5. Additional Consideration ............................................
Section 6. Owner in Fee ......................................................
Section 7. Assignments and Subleases ..........................................
Section 8. Termination.......................................................
Section 9. Default...........................................................
Section 10. Quiet Enjoyment ..................................................
Section 11. Taxes............................................................
Section 12. Waiver of Personal Liability ........................................
Section 13. Eminent Domain ..................................................
Section 14. Lease Back of Facilities to City .....................................
Section 15. Granting of Easements .............................................
Section 16. Substitution of the Facilities ........................................
Section 17. Release of the Facilities ...........................................
Section 18. Partial Invalidity ..................................................
Section 19. Notices..........................................................
Section 20. Section Headings ..................................................
Section 21. Execution in Counterparts ..........................................
Page
Section 22. Binding Effect ....................................................
Section 23. Governing Law ....................................................
Signatures and Seals .....................................................
Acknowledgments.......................................................
Exhibit A -- THE LAND
Exhibit B — THE CITY HALL BUILDING
Exhibit C — DEFINITIONS
S-CLR3-09 BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
BASE LEASE
THIS BASE LEASE dated as of October 1, 1991 (the 'Base Lease"), by and between
the CITY OF SANTA CLARITA, CALIFORNIA, a municipal corporation and general law
city of the State of California (the "City"), as lessor, and the REDEVELOPMENT
AGENCY OF THE CITY OF SANTA CLARITA, a redevelopment agency organized and
existing under the laws of the State of California (the "Agency"), as lessee:
WITNESSETH:
Whereas, the Agency intends to acquire an interest in the real estate described In
Exhibit A attached hereto and made a part hereof (the "Land"), and to acquire an interest
in a building and related facilities located upon the Land described in Exhibit B attached
hereto (the "City Hall Building") (the Land and the City Hall Building together
hereinafter referred to as the "Facilities") and to lease its interest in the Facilities to
the City pursuant to a Lease Agreement dated as of October 1, 1991 (the "Lease"), by
and between the Agency and the City, and the City proposes to enter into this Base
Lease with the Agency to transfer a leasehold interest in the Facilities to the Agency for
lease back to the City;
NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, AS FOLLOWS:
Section 1. Definitions of Words and Terms. In addition to any words and terms
defined elsewhere in this Base Lease, capitalized words and terms used in this Base Lease
shall have the meanings given to such words and terms as set forth in Exhibit C attached
hereto.
Section 2. Granting of Leasehold Estate. The City hereby leases to the Agency,
and the Agency hereby rents and leases from the City, the Facilities on the terms and
conditions hereinafter set forth.
Section 3. Base Lease Term. The term of this Base Lease shall commence as of
the date when this Base Lease is -recorded, and shall terminate on October 2, 2021 (the
'Base Lease Term"), unless on such date any Certificate remains Outstanding, in which
case the Base Lease shall remain in full force while any Certificates are Outstanding,
unless such term is terminated sooner, as hereinafter provided.
- Section 4. Rental; Disposition of Rental. The Agency shall pay to the City as and
for the total rental due hereunder the sum of $100 concurrently with the commencement
of this Base Lease. The rental received pursuant to this Section shall be used by the City
for the purposes of paying all costs and expenses in connection with the execution and
delivery of this Base Lease. The City hereby agrees to transfer any moneys (including
any investment earnings) remaining from the rental paid hereunder after all costs and
expenses have been paid to the Fiscal Agent under that Fiscal Agent Agreement dated as
of October 1, 1991 (the "Fiscal Agent Agreement") by and between the Agency and the
Treasurer of the Santa Clarita Public Financing Authority, as fiscal agent (the "Fiscal
Agent"), with instructions that the Fiscal Agent deposit such moneys into the Acquisition
Fund.
Section 5. Additional Consideration. As additional consideration for entering
into and executing this Base Lease, the parties hereto mutually agree that the Agency
will direct the transfer of proceeds in the estimated amount of $ from the
sale of the Certificates to the City and the City will acquire the Facilities and will
operate and maintain the Facilities pursuant to an Agency Agreement dated October 1,
1991 (the "Agency Agreement") by and between the City and the Agency.
Section 6. Owner in Fee. The City covenants that it is the owner in fee of the
Facilities.
Section 7. Assignments and Subleases. The Agency may not assign its rights under
this Base Lease or sublet the Facilities without the written consent of the City, except
as follows: (a) in connection with any assignment of its rights under the Lease; (b) if the
Lease is terminated for any reason; or (c) if an "Event of Default" as defined in the Lease
has occurred.
Section 8. Termination. This Base Lease shall terminate at the end of the Base
Lease Term; provided, however, in the event the City makes all of the Lease Payments
and Additional Payments as provided for in Article V of the Lease and exercises
thereunder the option to purchase the Agency's interest in the Facilities, then this Base
Lease shall be considered assigned to the City and terminated through merger of the
leasehold interest with the fee interest, if the City is then the owner of the fee interest
and elects to terminate the leasehold interest so acquired from the Agency. The Agency
agrees, upon such assignment and termination or upon termination of this Base Lease
upon completion of the Lease Term, to quit and surrender the Facilities in the same good
order and condition as the same was in at the time of commencement of the Lease Term
(except as provided in the following paragraph), reasonable wear and tear excepted, and
agrees that any permanent improvements and structures existing upon the Land at the
time of the termination of this. Base Lease shall remain thereon and title thereto shall
vest in the City.
If an "Event of Default" under the Lease occurs, the Agency shall have the right of
possession of the Facilities for the remainder of the Base Lease Term and shall have the
right to sublease the Facilities or sell its interest in the Facilities and this Base Lease,
upon whatever terms and conditions it deems prudent, including the demolition of
existing improvements and construction of new improvements; provided, however, the
Agency shall provide the City with adequate public liability insurance covering the
premises for the remainder of the Base Lease Term and will furnish the City with
evidence thereof.
Section 9. Default. The City shall not have the right to exclude the Agency from
the Facilities or take possession of the Facilities (other than pursuant to the Lease) or to
terminate this Base Lease prior to the expiration of its term upon any default by the
Agency hereunder, except that if, upon the exercise of the option to purchase the
Agency's interest in the Facilities granted to the City in Section 11.1 of the Lease and
after the payment of the Prepayment Option Price specified therein and other sums
payable under the Lease, the Agency fails to convey its interest in the Facilities to the
City pursuant to said option, then the City shall have the right to terminate this Base
Lease, such termination to be effective thirty (30) days after delivery of written notice
of such termination to the Agency. However, in the event of any default by the Agency
hereunder, the City may maintain an action for damages or, if permitted in equity, for
specific performance.
-2-
Section 10. Quiet Enjoyment. The Agency shall at all times during the Base Lease
Term peaceably and quietly have, hold and enjoy all of the Facilities.
Section 11. Taxes. The City covenants and agrees to pay any and all assessments
of any kind or character and also all taxes levied or assessed upon the Facilities.
Section 12. Waiver of Personal Liability. All liabilities under this Base Lease on
the part of the Agency are solely corporate liabilities of the Agency as a redevelopment
agency, and, to the extent permitted by law, the City hereby releases each and every
incorporator, director, officer, agent and employee of the Agency of and from any
personal.or individual liability under this Base Lease. No member, director, officer,
agent or employee of the Agency shall at any time or under any circumstances be
individually or personally liable under this Base Lease for anything done or omitted to be
done by the Agency hereunder.
Section 13. Eminent Domain. In the event the whole or any part of the Facilities
is taken by eminent domain proceedings, the interest of the Agency shall be recognized
and is hereby determined to be as provided by the Lease.
Section 14. Lease Back of Facilities to City. Contemporaneously herewith the
Agency and the City shall execute the Lease whereby the Agency leases back to the City
and the City leases from the Agency its interest in the Facilities. Title to the Facilities
shall remain in the City at all times. The Lease between the parties includes an option
of the City upon payment of the Prepayment Option Price provided therein to prepay all
Lease Payments and purchase the Agency's interest in the Facilities.
Section 15. Granting of Easements. If no Event of Default under the Lease shall
have happened and be continuing, the City may at any time or times (a) grant easements,
licenses, rights-of-way (including the dedication of public highways) and other rights or
privileges in the nature of easements with respect to any property included in the
Facilities, or (b) release existing easements, licenses, rights-of-way and other rights or
privileges, all with or without consideration and upon such terms and conditions as the
City shall determine. The Agency agrees that it will execute and deliver and will cause
and direct the Fiscal Agent to execute and deliver any instrument necessary or
appropriate to confirm and grant or release any such easements, licenses, rights-of-way
or other rights or privileges or any such agreement or other arrangement, upon receipt by
the Agency and the Fiscal Agent of: (1) a copy of the instrument of grant or release or
of the agreement or other arrangement; (2) a written application signed by the
Authorized City Representative requesting such instrument; and (3) a certificate
executed by an Independent Appraiser stating that such grant or release is not
detrimental to the proper conduct of business of the City, will not impair the effective
use or interfere with the efficient and economical operation of the Facilities and will not
materially adversely affect the security intended to be given by or under the Fiscal
Agent Agreement. If the instrument of grant shall so provide, any such easement or
right and the rights of such other parties thereunder shall be superior to the rights of the
Agency and the Fiscal Agent under the Lease and the Trust Agreement and shall not be
affected by any termination of the Lease or by default on the part of the City hereunder.
If no Event of Default shall have happened and be continuing, any payments or other
consideration received by the City for any such grant or with respect to or under any
such agreement or other arrangement shall be and remain the property of the City, but,
in the event of the termination of the Lease on default of the City, all rights of the City
-3-
then existing with respect to or under such grant shall inure to the benefit of and be
exercisable by the Agency and the Fiscal Agent.
Section 16. Substitution of the Facilities. If the City is not in default under any of
the provisions of this Base Lease, the Lease or the Fiscal Agent Agreement, the City
may substitute other real property or improvements or equipment located thereon for all
or any portion of the Facilities under the following conditions:
(a) the City shall have provided to the Fiscal Agent. a certificate of an
Independent Appraiser, dated not more than sixty (60) days prior to the date
of the proposed substitution, stating that, in the opinion of such Independent
Appraiser the substituted real property or improvements or equipment
located thereon has a fair market value of not less than 100% of the fair
market value of the Facilities or portion thereof being replaced;
(b) the Agency consents in writing to such substitution;
(c) the Rating Agency consents in writing to such substitution; and
(d) the City shall have delivered to the Fiscal Agent an opinion of nationally
recognized Bond Counsel that such substitution will not cause the interest on
the Certificates to become includable in gross income for federal income
tax purposes under the Code. If such conditions are met, the substituted
real property or improvements or equipment located thereon shall be subject
to this Base Lease in all respects. If all the conditions in this Section 16 are
met, the Fiscal Agent is authorized and directed to accept such -substituted
real property or improvements or equipment located thereon for all or any
portion of the Facilities for all purposes of the Base Lease, the Lease and
the Fiscal Agent Agreement and Exhibits A and B to such Base Lease, Lease
and Fiscal Agreement shall be revised to:reflect such substitution of real
estate.
Section 17. Release of the Facilities. If the City is not in default under any of the
provisions of this Base Lease, the Lease. or the Fiscal Agent Agreement, the City may
release one or more of the parcels described in Exhibit A from the Land under the
following conditions:
(a) the City shall have provided to the Fiscal Agent a certificate of an
Independent Appraiser, dated not more than sixty (60) days prior to the date
of the proposed release, stating that, in the opinion of such Independent
Appraiser, the release will not leave the remainder of the Facilities with an
appraised value of less than 125% of the Outstanding Certificates;
(b) the Agency consents in writing to such release;
(c) the Rating Agency consents in writing to such release; and
(d) the City shall have delivered to the Trustee an opinion of nationally
recognized Bond Counsel that such release will not cause the interest on the
Certificates to become includable in gross income for federal income tax
purposes under the Code.
-4-
Section 18. Partial Invalidity. If any one or more of the terms, provisions,
covenants or conditions of this Base Lease shall to any extent be. declared invalid,
unenforceable, void or -voidable for any reason whatsoever by a court of competent
jurisdiction, the .finding, order or decree of which becomes final, none of the remaining
terms, provisions, covenants and conditions of this Base Lease shall be affected thereby,
and each provision of this Base Lease shall be valid and enforceable to the fullest extent
permitted by law.
Section 19. Notices. All written notices to be given under this Base Lease shall be
given in the. manner and to the City, the Agency and to the Fiscal Agent at their
addresses set forth in Section 14.1 of the Lease, or at such address as they may provide
to the other parties in writing from time to time.
Section 20. Section Headings. All section headings contained herein are for
convenience of reference only and are not intended to define or limit the scope of any
provision. of this Base Lease.
Section 21. Execution in Counterparts. This Base Lease may be executed
simultaneously in any number of counterparts, each of which shall be deemed to be an
original and all of which shall constitute but one and the same instrument. It is also
agreed that separate counterparts of this Base Lease may separately be executed by the
Agency and the City, all with the same force and effect as though the same counterpart
had been executed by both the Agency and the City.
Section 22. Binding Effect. This Base Lease shall be binding upon and shall inure
to the benefit of the City and the Agency and their respective successors and assigns.
Section 23. Governinz Law. This Base Lease shall be construed in accordance with
and governed by the laws of the State of California.
-5-
IN WITNESS WHEREOF, the parties hereto have caused this Base Lease to be
executed in their respective corporate names and attested by their duly authorized
officers, all as of the date first above written.
(SEAL)
ATTEST:
(SEAL)
ATTEST:
City Clerk
Secretary
CITY OF SANTA CLARITA, CALIFORNIA
By:
Mayor
"LESSOR"
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
By:
"LESSEE"
-6-
Chairman
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On this day of October, 1991, before me, a Notary. Public in and for said
County and. State, personally appeared , Mayor, and ,
City Clerk, of the City of Santa Clarita, California, duly organized and existing under
and by virtue of the laws of the State of California, who are personally known to me to
be such Mayor and City Clerk, respectively, and who are personally known to me to be
the same persons to execute as such officers the within instrument on behalf of said
City, and such persons duly acknowledged the execution of the same to be the act and
deed of said City.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
the day and year last above.written.
My Commission Expires:
-7-
Notary Public
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On this day of October, 1991, before me, a Notary Public in and for said
County and State, personally appeared , Chairman, and ,
Secretary, of the Redevelopment Agency of the City of Santa Clarita, duly organized and
existing under and by virtue of the laws of the State of California, who are personally
known to me to be such Chairman and Secretary, respectively, and who are personally
known to me to be the same persons to execute as such officers the within instrument on
behalf of said Agency, and such persons duly acknowledged the execution of the same to
be the act and deed of said Agency.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
the day and year last above written.
My Commission Expires:
-8-
Notary Public
THE LAND
THE CITY HALL BUILDING
DEFINITIONS
S-CLR3-10
BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
.y r
DEFINITIONS
"Acquisition Fund" means the fund by that name created in Section 501 of the
Fiscal Agent Agreement.
"Act" means the Civil Code of the State of California, Section 718 and any
amendments thereto.
"Additional Certificates" means any additional Certificates executed pursuant to
Section 209 of the Fiscal Agent Agreement.
"Additional Payments" means the additional payments described in Section 5.3 of
the Lease.
"Agency" shall mean the Redevelopment Agency of the City of Santa Clarita, a
redevelopment agency and public body, corporate and politic, created pursuant to the
Community Redevelopment Law, or any body, agency or instrumentality which shall
hereafter succeed to the powers, duties and functions of the Agency.
"Agency Agreement" means the Agency Agreement dated as of October 1, 1991, by
and between the City and the Agency.
"Authority" means the Santa Clarita Public Financing Authority.
"Authorized Agency Representative" means the Executive Director for the Agency,
or such other person at the time designated to act on behalf of the Agency as evidenced
by written certificate furnished to the City and the Fiscal Agent containing the specimen
signature of such person and signed on behalf of the Agency by the Chairman of the
Agency. Such certificate may designate an alternate or alternates, each of whom shall
be entitled to perform all duties of the Authorized Agency Representative.
"Authorized -City Representative" means the Director of Finance, for the City, or
such other person at the time designated to act on behalf of the City as evidenced by
written certificate furnished to the Agency and the Fiscal Agent containing the specimen
signature of such person and signed on behalf of the City by the Mayor of the City. Such
certificate may designate an alternate or alternates, each of whom shall be entitled to
perform all duties of the Authorized City Representative.
"Base Lease" means that Base Lease dated as of October 1, 1991, by and between
the City, as lessor, and the Agency, as lessee, whereby the Agency acquired a leasehold
interest in the Facilities.
"Certificate Owner" means the registered owner of any Certificate executed under
the Fiscal Agent Agreement.
"Certificate Registrar" means the Fiscal Agent and any bank or trust company as
successor designated pursuant to the Fiscal Agent Agreement as certificate registrar for
C-1
any series of Certificates and at which Certificates shall be registered.
"Certificates" means the initial series of Certificates of Participation (City Hall
Project), aggregating the principal amount of $ executed pursuant to
Section 208 of the Fiscal Agent Agreement.
"City" means the City of Santa Clarita, California, a municipal corporation and
general law city organized and existing under the laws of the State of California.
"City Hall Building" means the uil in and related facilities located upon the Land
described in Exhibit B to the Fiscal Agent Agreement.
"Closing Date" means October , 1991, or such later date as agreed upon by the
parties hereto.
"Code" means the Internal Revenue Code of 1986, as amended, together with any
regulations promulgated thereunder by the United States Department of the Treasury,
and the regulations promulgated under the predecessor to the Code, the Internal Revenue
Code of 1954, as amended.
"Completion Date" means the date of completion of the .acquisition of the
Facilities established as such pursuant to Section 4.3 of the Lease.
"Costs of Issuance Fund" means the fund by that name created in Section 501 of the
Fiscal Agent Agreement.
"Event of Default" means (a) with respect to the Fiscal Agent Agreement any
Event of Default as described in Section 901 of the Fiscal Agent Agreement, and (b) with
respect to the Lease any Event of Default as described in Section 12.1 of the Lease.
"Excess Investment Earnings" means an amount equal to the sum of —
(a) The excess of --
(1) the amount earned on all Nonpurpose Investments (other than
investments attributable to an excess described in this paragraph),
over
(2) the amount which would have been earned if such Nonpurpose
Investments were invested at a rate equal to the yield on the
Certificates, plus
(b) Any income attributable to the excess described in subparagraph (a) above.
"Facilities" means the Santa Clarita City Hall, consisting of the Land and the City
Hall Building described in Exhibits A and B, respectively, attached to the Fiscal Agent
Agreement, including all buildings, structures, improvements and fixtures located
thereon, any Facilities Additions, and all additions, modifications and improvements
made to the Facilities pursuant to the Lease, as they may at any time exist; and any
substitute therefor pursuant to Section 1403 of the Fiscal Agent Agreement.
C-2
"Facilities Additions" means all additions, improvements, extensions, alterations,
expansions or modifications of the Facilities or any part thereof financed with the
proceeds of Additional Certificates executed pursuant to Section 209 of the Fiscal Agent
Agreement.
"Fiscal Agent" means the Treasurer of the Authority and its successor or successors
and any other corporation which at the time may be substituted in its place pursuant to
and at the time serving as Fiscal -Agent under the Fiscal Agent Agreement.
"Fiscal Year" means the fiscal year adopted by the Agency and the City for
accounting purposes, which as of the execution of the Fiscal Agent Agreement
commences on July 1 of each year and ends on June 30 of the following year.
"Full Insurable Value" means the actual replacement cost of the Facilities less
physical depreciation and exclusive of land, excavations, footings, foundations and
parking lots.
"Government Securities" means (1) direct obligations of, or obligations the payment
of the principal of and interest on which are unconditionally guaranteed by, the United
States of America or agencies of the United States of America secured by such
obligations or (2) obligations of the various states of the United States or their political
subdivisions which have been refunded in advance of their stated maturities, with
obligations described in (1) hereof held in escrow for the payment of the principal of and
the interest on such obligations and which carry the highest credit rating available from
Moody's Investors Service or Standard & Poor's Corporation.
"Fiscal Agent Agreement" means the Fiscal Agent Agreement dated as of
October 1, 1991, by and between the Agency and the Fiscal Agent as from time to time
amended and supplemented by Supplemental Fiscal Agent Agreements in accordance with
the provisions of Article XI of the Fiscal Agent Agreement.
"Independent Appraiser" means an appraiser or firm of appraisers qualified to act
as an appraiser of real property and improvements thereto, who or which is not a full-
time employee of either the Agency or the City.
"Insurance Consultant" means a person or firm who is not an employee or officer of
either the City or the Agency, qualified to survey risks and to recommend insurance
coverage for governmental facilities and equipment of the type involved, and having a
favorable reputation for skill and experience in such surveys and such recommendations.
"Land" means the parcels of real property described on Exhibit A to the Fiscal
Agent Agreement.
"Lease" means the Lease Agreement dated as of October 1, 1991, by and between
the Agency, as lessor, and the City, as lessee, as from time to time amended and
supplemented in accordance with the provisions thereof and of Article XII of the Fiscal
Agent Agreement.
"Lease Term" means the period from the effective date of the Lease until the
expiration thereof pursuant to Section 3.2 thereof.
"Lease Payments" means the payments described in Section 5.1 of the Lease.
C-3
"Net Proceeds" means, when used with regard to any insurance or condemnation
award with respect to the Facilities, the gross proceeds from the insurance. or
condemnation award less the payment of all expenses (including attorneys' fees, Fiscal
Agent's fees and any extraordinary expenses of the Fiscal Agent) incurred in the
collection of such gross proceeds.
"Nonpurpose Investment" means.any investment property which:
(a) is acquired with the gross proceeds of the Certificates, and
(b) is not acquired in order to carry out the governmental purpose of the
Certificates.
"Original Purchaser" means the Authority.
"Outstanding" means, when used with reference to Certificates, as of any
particular date of determination, all Certificates theretofore executed and delivered
under the Fiscal Agent Agreement, except:
(a) Certificates theretofore cancelled by the Fiscal Agent or delivered to the
Fiscal Agent for cancellation;
(b) Certificates deemed to be paid in accordance with the provisions of
Section 1302 of the Fiscal Agent Agreement; and
(c) Certificates in exchange for or in lieu of which other Certificates have been
executed and delivered pursuant to.the Fiscal Agent Agreement.
"Owner" shall have the same meaning as the. term "Certificate Owner."
"Paying Agent" means the Treasurer of the Authority and any bank or trust
company as its successor designated pursuant to the Fiscal Agent Agreement as paying
agent for any series of Certificates and at which the principal of, premium, if any, and
interest represented by any such Certificates shall be payable.
"Payment Date" means any date on which principal of or interest represented by
any Certificate is payable which shall be March 15 and September 15, commencing March
15, 1992.
"Permitted Encumbrances" means, as of any particular time (a) liens for ad valorem
taxes and special assessments not then delinquent, (b) the Fiscal Agent Agreement,
(c) the Base Lease, (d) the Lease, (e) any and all Uniform Commercial Code Financing
Statements executed to perfect any security interest created in connection with the
execution and delivery of the Certificates, (f) utility, access and other easements and
rights-of-way, mineral rights, restrictions, exceptions and encumbrances that will not
materially interfere with or impair the operations being conducted on the Land or
easements granted to the Agency, and (g) such minor defects, irregularities,
encumbrances, easements, mechanic's liens, rights-of-way and clouds on title as normally
C-4
exist with respect to properties similar in character to the Facilities and affected
thereby for the purpose for which it was acquired or is held by the Agency.
"Permitted Investments" means any of the following securities, if and to the extent
the same are at the time legal for investment of the Agency's and the City's funds:
(a) Government Securities;
(b) direct and general obligations of the State of California, to the payment of
the principal of and interest on which the full faith and credit of such State
is pledged, provided that at the time of their purchase under the Fiscal
Agent Agreement such obligations are rated in either of the two highest
rating categories by a nationally recognized bond rating agency;
(c) certificates of deposit or time deposits, whether negotiable or
nonnegotiable, issued by any bank or trust company organized under the laws
of any state of the United States of America or any national banking
association (including the Fiscal Agent), or any federal savings and loan
association provided that each institution is rated A or better by Moody's
Investors Service or Standard & Poor's Corporation and provided that the
principal amount of such certificates of deposit or time deposits shall be
either (1) continuously and. fully insured by the Federal Deposit Insurance
Corporation, or (2) continuously and fully secured qy such securities as are
described above in clauses (a) and (b), which shall have a market value
(exclusive of accrued interest) at all times at least equal to the principal
amount of such certificates of deposit or time deposits and shall be lodged
with the Fiscal Agent, as custodian, by the bank, trust company, national
banking association or federal savings and loan association issuing such
certificates of deposit or time deposits, and the bank, trust company,
national banking association or federal savings and loan association issuing
each such certificate of deposit or time deposit required to be so secured
shall furnish the Fiscal Agent an undertaking satisfactory to the Fiscal
Agent that the aggregate market value of all such obligations securing each
such certificate of deposit or time deposit will at all times be an amount
equal tothe principal amount of each such certificate of deposit or time
deposit and the Fiscal Agent shall be entitled to rely on each such under-
taking;
(d) Overnight investments in units of a taxable government money-market
portfolio restricted to obligations issued or guaranteed by the full faith and
credit of the United States Government and repurchase agreements
collateralized in possession by such obligations; and
(e) Bonds, debentures and notes issued by corporations organized and operating
within the United States secured by a direct pay letter of credit and rated
by a nationally recognized rating service at the highest short term rating
category with a maturity not exceeding seven (7) days.
"Prepayment Option Price" means the price payable by the City for the prepayment
of all Lease Payments as defined in Section 11.2 of the Lease.
C-5
"Principal and Interest Fund" means the fund by that name created in Section 501
of the Fiscal Agent Agreement.
"Project" OMeans. that portion of Oche Facilities financed with the proceeds of the
Certificates.
"Project Costs" means all costs of acquiring the Project including the following:
(a) all costs and expenses necessary or incident to the acquisition of the
Project;
(b) fees and expenses of appraisers, surveyors and engineers for estimates,
surveys, soil borings and soil tests and other preliminary investigations and
items necessary to the acquisition of the Project and the performance of all
other duties of appraisers, surveyors and engineers in relation to the
acquisition of the Project or the issuance of the Certificates;
(c) expenses of administration, underwriting expenses, legal fees and expenses,
fees and expenses of accountants and other consultants, publication and
printing expenses, recording fees and expenses for the registration and
recording of any security document, fees and expenses of the Fiscal Agent,
to the extent that said fees and expenses are necessary or incident to the
execution and delivery of the Certificates or the acquiring of the Project;
(d) all other items of expense not elsewhere specified in this definition as may
be necessary or incident to: (1) the authorization, execution and delivery of
the Certificates; (2) the acquiring of the Project; and (3) the financing
thereof; and
(e) reimbursement to the City or those acting on its behalf for any of the above
enumerated costs and expenses incurred and paid by it before or after the
execution of the Lease.
"Rating Agency" means
"Rebate Fund" means the fund by that name created in Section 501 of the Fiscal
Agent Agreement.
"Record Date" means the first (1st) day of the month preceding any Payment Date,
whether or not such day is a business day, except that the first Record Date shall be
!March 1, 1992.
"Supplemental Fiscal Agent Agreement" means any -Fiscal Agent Agreement
supplemental or amendatory to the Fiscal Agent Agreement entered into by the Agency
and the Fiscal Agent pursuant to Article XI of the Fiscal Agent Agreement.
"Taxable Lease Payments" means the lease payments attributable to the portion of
the Facilities used for private uses and described in Section 5.2 of the Lease.
"Treasurer" means the Director of Finance of the City, or such other person who is
acting in the capacity of the treasurer of the Authority.
C-6
"Yield" means yield as defined in Section 148(h) of the Code, and the regulations
promulgated thereunder.
C-7
I S-CLR3-11
BURKE, WILLIAMS, SORENSEN do GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
LEASE AGREEMENT
BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA
AND
THE CITY OF SANTA CLARITA, CALIFORNIA
DATED AS OF OCTOBER 1, 1991
The interest of the Redevelopment Agency of the City of Santa Clarita (the "Agency'),
in this Lease has been pledged and assigned to the Treasurer of the Santa Clarita Public
Financing Authority, as Fiscal Agent (the "Fiscal Agent') under the Fiscal Agent
Agreement dated as of October 1, 1991, by and between the Agency and the Fiscal
Agent.
S-CLR3-il BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 3, SEPTEMBER 3, 1991
LEASE AGREEMENT
THIS LEASE AGREEMENT dated as of October 1, 1991 (the "Lease'% is between
the REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a redevelopment
agency duly organized and existing under the laws of the State of California (the
"Agency'), and the CITY OF SANTA CLARITA, CALIFORNIA, a municipal corporation
and general law city of the State of California (the "City");
WITNESSETH:
WHEREAS, the Agency is authorized to transact business and exercise its powers,
all under and pursuant to the Community Redevelopment Law contained in Part 1'of
Division 24, commencing with Section 33000 of the Health and Safety Code of the State
of California, as amended (the "Law'); and
WHEREAS, pursuant to and in accordance with the Law, the Agency has the power
to authorize certificates of participation for any of its corporate purposes and to provide
for the repayment and security thereof with lease payment revenues; and
WHEREAS, the City of Santa Clarita, California (the "City") wishes to acquire a
building and Facilities related thereto, a portion to used as the Santa Clarita City Hall
(the "City Hall Building") and certain real property related thereto (the "Land') (the Land
and the City Hall Building fully described on Exhibit A and Exhibit B attached hereto)
(the Land and the City Hall Building together hereinafter referred to as the "Facilities");
and
WHEREAS, the Agency, in order to provide funds for such purposes, including the
acquisition of a portion of the Facilities to be used by the City (the "Project') cM.
described
2a $ i i C attached hereto, has proposed and does hereby propose that it
shall:
(a) Solely from the proceeds of the sale of the certificates of participation
hereinafter referred to or any additional certificates of participation issued
for such purpose, acquire a leasehold interest in the Project; and
(b) Lease (with an option to purchase by the prepayment of all lease payments)
the Agency's interest in the Project to the City for the lease payments and
upon the terms and conditions hereinafter set forth; and
(c) Assign to the Fiscal Agent (as defined hereinafter) all of the Agency's right,
title and interest in and to the Lease, and direct the Fiscal Agent to execute
and deliver to the initial purchasers thereof certificates of participation (the
"Certificates") therein payable from the lease payments and certain other
additional payments and moneys to be received from the City pursuant to
the Lease; and
-1-
I
WHEREAS, pursuant to a Base Lease dated as of October 1, 1991 (the "Base
Lease"), by and between the City, as lessor, and the Agency, as lessee, the City has
granted to the Agency the leasehold interest in the Facilities for a term ending on
October 2, 2021 or as otherwise set forth in the Base Lease; and
WHEREAS, the Agency has agreed to lease to the City and the City has agreed to
lease from the Agency the Facilities as hereinafter provided in this Lease; and
WHEREAS, the Board of Directors of the Agency has heretofore adopted
Resolution No. on September , 1991 authorizing the Agency to (a) enter
into the Base Lease for the Facilities; (b) enter into this Lease with the City under which
the Agency will cause the proceeds of the Certificates to be used to acquire the Project;
(c) lease the Facilities to the City in consideration of lease payments and additional
payments by the City which, with respect to lease payments for the Project, are to be
sufficient, during the Lease Term, to pay the principal of, redemption premium, if any,
and interest represented by the Certificates as the same become due; (d) enter into a
Fiscal Agent Agreement of even date herewith (the "Fiscal Agent Agreement") with the
Treasurer of the Santa Clarita Public Financing Authority, as Fiscal Agent (the "Fiscal
Agent"), for the purpose of assigning to the Fiscal Agent all of the Agency's right, title
and interest in and to the Lease and the Lease Payments; and (e) direct the Fiscal Agent
to execute and deliver to the initial purchasers thereof, the Certificates in the aggregate
principal amount of $ payable from the Lease Payments as hereinafter
described, for the purpose of providing funds to acquire a portion of the Facilities; and
WHEREAS, pursuant to the foregoing, the Agency is authorized to lease the
Facilities to the City and the City desires to lease the Facilities from the Agency, for
the Lease Payments and other consideration and upon the terms and conditions
hereinafter set forth; and
NOW, THEREFORE, in consideration of the premises and the mutual
representations, covenants and agreements herein contained, the Agency and the City do
hereby represent, covenant and agree as follows:
-2-
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to any words and terms
defined elsewhere in this Lease, capitalized words and terms used in this Lease shall have
the meanings given to such words and terms as set forth on Exhibit OD attached hereto.
Section 1.2. Rules of Interpretation.
(a) Unless the context shall otherwise. indicate, words importing the singular
number shall include the plural and vice versa, and words importing persons
shall include firms, associations and corporations, including public bodies, as
well as natural persons.
(b) All references in this Lease to designated "'Articles," "Sections" and other
subdivisions are, unless otherwise specified, to the designated Articles,
Sections and subdivisions of this instrument as originally executed: The
words "herein," "hereof," "hereunder" and other words of similar import
refer to this Lease as a whole and not to any particular Article, Section or
other subdivision.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Agency. The Agency makes the following
representations as the basis for the undertakings on its part herein contained:
(a) The Agency is a redevelopment agency and public body, corporate and
politic, duly created, established and authorized to transact business and
exercise its powers; all under and pursuant to the Law.
(b) The Agency has lawful power and authority under the Law to enter into the
transactions contemplated by this Lease and to carry out its obligations
hereunder. By proper action of its Board of Directors, the Agency has been
duly authorized to execute and deliver the Lease, acting by and through its
duly authorized officers.
(c) The execution and delivery of the Lease, the consummation of the
transactions contemplated hereby, and the performance of or compliance
with the terms and conditions of the Lease, the Fiscal Agent Agreement and
other documents relating to the execution and delivery of the Certificates
will not conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, any restriction or any agreement
or instrument to which the Agency is a party or by which it or any of its
property is bound, or any order, rule or regulation applicable to the Agency
or any of its property of any court or governmental body, or result in the
creation or imposition of any prohibited lien, charge or encumbrance of any
-3-
nature whatsoever upon any of the property or assets of the Agency under
the terms of any instrument or agreement to which the Agency is a party.
(d) Pursuant to the Base Lease, the Agency has acquired a leasehold interest in
the Facilities. The Agency proposes to cause the Facilities to be acquired.
The Agency proposes to lease the Facilities to the City and may sell its
Interest in the Facilities to the City if the City exercises its option to
purchase the Agency's interest in the 'Facilities by prepaying all Lease
Payments, all for the purpose of furthering the public purposes for which the
Agency was formed.
(e) The acquiring of the Facilities and the leasing and lease -back of the
Facilities by the Agency to the City hereunder will further the public
purposes for which the Agency was formed.
(f) To finance the costs of acquiring the Project, the Agency proposes to assign
to the Fiscal Agent all of the Agency's right, title and interest in and to the
Lease, and direct the Fiscal Agent to execute and deliver to the original
purchasers thereof the Certificates payable from the Lease Payments to be
received from the City pursuant to the Lease. The Certificates will bear
interest and be scheduled to mature as set forth in Section 208 of the Fiscal
Agent Agreement and will be subject to redemption prior to maturity in
accordance with the provisions of Article III of the Fiscal Agent
Agreement. The Certificates are to be executed and delivered under and
secured by the Fiscal Agent Agreement, pursuant to which the Lease
Payments and Additional Payments, revenues and receipts derived by the
Agency hereunder will be pledged and assigned to the Fiscal Agent as
security for payment of the principal of, premium, if any, and interest
represented by the Certificates.
(g) The Agency shall have no authority to operate the Project financed by the
proceeds of the Certificates as a business or in any other manner except as
the lessor thereof.
(h) The Agency has a leasehold interest in the Facilities pursuant to the Base
Lease.
(i) No member of the -Board of Directors of the Agency or any other officer of
the Agency has any significant or conflicting interest, financial, employment
or otherwise, in the Facilities or in the transactions contemplated hereby.
Section 2.2. Representations by the City. The City makes the following
representations as the basis for the undertakings on its part herein contained:
(a) The City is a municipal corporation and general law city of the State of
California.
(b) The City has lawful power and authority to enter into this Lease and to
carry out its obligations hereunder and by proper action of the City Council
-4-
of the City has been duly authorized to execute and deliver this Lease,
acting by and through its duly authorized officers.
(c) The execution and delivery of this Lease, the consummation of the
transactions contemplated hereby, and the performance of or compliance
with the terms and conditions of this Lease by the City will not conflict with
or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under, any mortgage, deed of trust, lease or any other
restriction or any agreement or instrument to which the City is a party or by
which it or any of its property is bound, or any order, rule or regulation
applicable to the City or any of its property of any court or governmental
body; or result in the creation or imposition of any prohibited lien, charge or
encumbrance of any nature whatsoever upon any of the property or assets of
the City under the terms of any instrument or agreement to which the City
is a party.
(d) The acquiring of the Facilities and the leasing and lease -back of the
Facilities by the Agency to the City will advance the public purposes for
which the Agency was formed.
(e) The Facilities will comply in all material respects with all presently
applicable building and zoning, health, environmental and safety ordinances
and laws and all other applicable laws, rules and regulations.
(f) The estimated costs of acquiring the Facilities are in accordance with sound
engineering and accounting practices.
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate.. The Agency hereby rents, leases and
lets to the City, and the City hereby rents, leases and hires from the Agency, the Project
for the Lease Payments and the remainder of the Facilities for the Taxable Lease
Payments, and upon and subject to the terms and conditions herein contained.
Section 3.2. Lease Term
(a) This Lease shall become effective upon its delivery, and subject to earlier
termination pursuant to the provisions hereof, shall terminate on October 1,
2021 (the "Lease Term"); unless on such date any Certificates remain
outstanding, in which case the Lease shall remain in full force while any
Certificates are outstanding. The term of the Lease may be terminated
earlier upon (i) the exercise by the City of its option to prepay Lease
Payments for the Project pursuant to the Lease; (ii) a default by the City
and the subsequent election by the Agency, or the Fiscal Agent as assignee
of the Agency, to terminate the Base Lease; (iii) the payment by the City of
all Lease Payments; or (iv) the defeasance of the Certificates pursuant to
the Fiscal Agent Agreement.
-5-
(b) If the City fails to continue the Lease pursuant to subsection (a) of this
Section, other than subsection (a)(ii) hereof, all of the City's right, title and
interest in and to the Lease and its obligations hereunder shall terminate
without penalty on the last day of the Fiscal Year then in effect.
Section 3.3. Cooperation to Acquire the Facilities. The Agency and the City
mutually agree that as of the date of the Lease there exists no difference in each of
their interpretations of the various agreements, including the Lease, relating to the
Agency's duty to provide the Facilities for the City. The City and the Agency therefore
agree to cooperate fully with each other or any of those parties contracting with each
other for the acquiring of the Project until the Facilities have been acquired.
Section 3.4. Possession and Use of the Facilities.
(a) The Agency covenants and agrees that as long as the City shall not be in
default under this Lease, the City shall have sole and exclusive possession of
the Project (subject to the Agency's right of access pursuant to Section 9.3
hereof) and shall and may peaceably and quietly have, hold and enjoy the the
Project during the Lease Term. The .Agency covenants and agrees that it
will not take any action, other than pursuant to Article XII of this Lease, to
prevent the City from having quiet and peaceable possession and enjoyment
of the Project during the Lease Term and will, at the request and expense of
the City, cooperate with the City in order that the City may have quiet and
peaceable possession and enjoyment of the Project and will defend the City's
enjoyment and possession thereof against all parties.
(b) Subject to the provisions of this Section, the City shall have the right to use
the Project for any lawful purpose. The City shall comply in all material
respects with all statutes, laws, ordinances, orders, judgments, decrees,
regulations, directions and requirements of all federal, state, local and other
governments or governmental authorities, now or hereafter applicable to the
Facilities or to any adjoining public ways, as to the manner of use or the
condition of the Facilities or of adjoining public ways. The City shall also
comply with the mandatory requirements, rules and regulations of all
insurers under the policies required to be carried by the provisions of
Article VI hereof. The City shall pay all costs, expenses, claims, fines,
penalties and damages that may in any manner arise out of, or be imposed as
a result of, the failure of the City to comply with the provisions of this
Section. Notwithstanding any provision contained in this Section, however,
the City shall have the right, at its own cost and expense, to contest or
review by legal or other appropriate procedures the validity or legality of
any such governmental statute, law, ordinance, order, judgment, decree,
regulation, direction or requirement, or any such requirement, rule or
regulation of an insurer, and during such contest or review the City may
refrain from complying therewith.
IM
ARTICLE IV
ACQUIRING THE FACILITIES
Section 4.1. Issuance of Certificates.
(a) In order to provide funds to. pay the costs of acquiring the Project the
Agency agrees that it will assign to the Fiscal Agent all.of the Agency's
right, title and interest in and to the Lease, and direct the Fiscal Agent to
execute and deliver the Certificates to the original purchasers thereof. The
proceeds of the sale of the Certificates shall be paid over to the Fiscal
Agent for the account of the Agency. The Fiscal Agent shall promptly
deposit the proceeds of the sale of the Certificates into the Principal and
Interest Fund, the Costs of Issuance Fund and the Acquisition Fund as
provided in the Fiscal Agent Agreement, to be used and .applied as
hereinafter provided in this Article and in the Fiscal Agent Agreement.
(b) The Agency may authorize the execution of Additional Certificates from
time to time upon the terms and conditions provided in Section 209 of the
Fiscal Agent Agreement for any of the purposes set forth in said Section.
(c) If the City is not in default hereunder, the Agency will, at the request of the
City, from time to time, use its best efforts to cause the amount of
Additional Certificates specified by the City to be executed; provided, that
the terms and provisions of such Additional Certificates, the purchase price
to be paid therefor and the manner in which.the proceeds therefrom are to
be disbursed shall have been approved in writing by the City; and, provided
further, that the City and the Agency shall, if necessary, have entered into
an amendment to the Lease to provide for additional Lease Payments in an
amount at least sufficient to pay principal, premium, if any, and interest
represented by the Additional Certificates when due, and the Agency shall
have otherwise complied with the provisions of the Fiscal Agent Agreement
with respect to the execution and delivery of such Additional Certificates.
The terms and provisions of any Additional Certificates shall be set forth in
the Supplemental Fiscal Agent Agreement authorizing such Additional
Certificates.
Section 4.2: Payment for Project Costs.
(a) All Project Costs shall be paid by the Fiscal Agent from moneys in the
Acquisition Fund, and the Agency hereby authorizes and directs the Fiscal
Agent to make disbursements from the Acquisition Fund, upon receipt by the
Fiscal Agent of requisition certificates (in substantially the form attached
hereto as Exhibit OE) signed by the Authorized Agency Representative:
(1) requesting payment of a specified amount of such moneys and stating
the name and address of the person, firm or agency to whom such
amount shall be paid;
-7-
(2) describing in reasonable detail each item of Project Costs for which
payment is being requested; and
(3) stating that each item for which payment is requested is or was
necessary and appropriate -in connection with the acquiring of the
Project has-been properly incurred and is a proper charge against the
Acquisition Fund, that the amount requested either has been paid, or
is justly due, and has not been the basis of any previous requisition
from the Acquisition Fund and that such amount is subject to
capitalization for federal income tax purposes to the extent required
by Revenue Procedure 82-26. and any subsequent amendments or
revisions thereof.
The Fiscal Agent may rely conclusively on any such certificate and shall not be
required to make any independent investigation in connection therewith.
(b) The Agency covenants and agrees that it will not make or cause or permit to
be made any use of the proceeds of the Certificatesin any way so as to
cause the interest on the Certificates to become includable in gross income
for federal income taxation purposes, and the Agency covenants and agrees
that it will not submit any requisition certificate pursuant to subsection (a)
of this Section, which, if paid, would result in less than all of the proceeds of
the Certificates (excluding costs of issuance of the Certificates and
excluding a de minimus amount, less than $5,000 that is included in the issue
solely for the purpose of rounding the dollar amount of the issue, but
including all income from the investment of Certificate proceeds), being
used to provide tangible real or tangible personal property within the
meaning of Revenue Procedure 82-26.
Section 4.3. Establishment of Completion Date
The Completion Date shall be evidenced by a certificate signed by the Authorized
Agency Representative and delivered to the Fiscal Agent stating (a) that the acquiring of
the Facilities has been completed, (b) that all costs and expenses incurred in the
acquiring the Project have been paid except costs and expenses the payment of which is
not yet due or is being retained or contested in good faith by the Agency or the City, and
(c) amounts to be retained by the Fiscal Agent with respect to item (b) above.
Notwithstanding the foregoing, such certificate shall state that it is given without
prejudice to any rights against third parties which exist at the date of such certificate or
which may subsequently come into being. The City and the Agency agree to cooperate in
causing such certificate to be furnished to the Fiscal Agent.
Section 4.4.. Surplus in the Acquisition Fund.
Upon receipt of the certificates described in Section 4.3 hereof, the Fiscal Agent
shall, as provided in Section 505 of the Fiscal Agent Agreement, transfer any remaining
moneys then in the Acquisition Fund to the Principal and Interest Fund to be applied as
directed by the Agency solely to (1) the payment of principal and interest represented by
the Certificates through the payment thereof at the next Pavment Date, or (2) at the
option and direction of the Agency, to the purchase of Certificates at such earlier date
-8-
or dates as the Agency may elect. The amount so deposited in the Principal and Interest
Fund may be invested as permitted by Section 702 of the Fiscal Agent Agreement to
produce a Yield which is not greater than the Yield on the Certificates.
Section 4.5. Investment of Moneys in Funds. Any moneys held as a part of the
Acquisition Fund or the Principal and Interest Fund shall, at the written direction of the
Authorized Agency Representative, be invested or reinvested by the Fiscal Agent, to the
extent permitted by law, in Permitted Investments (as defined in Exhibit GE of the Fiscal
Agent Agreement) in accordance with the provisions of Section 702 of the Fiscal Agent
Agreement.
ARTICLE V
PAYMENT PROVISIONS
Section 5.1. Lease Payments.
(a) The City covenants and agrees that, not later than five (5) days prior to
March 15 and August 15 of each Fiscal Year, beginning five (5) days prior to
March 15, 1992, it will make a Lease Payment to the Fiscal Agent for the
account of the Agency in an amount which, together with moneys then on
deposit in the Principal and Interest Fund and available for payment of the
principal of, premium, if any, and interest on the Certificates, shall be
sufficient to pay the principal of, premium, if any, and interest represented
by the Certificates coming due on the immediately succeeding Payment
Date as provided in the Fiscal Agent Agreement. A portion of each Lease
Payment is paid as, and represents the payment of, interest and the balance
of each Lease Payment is paid as, and represents the payment of, principal.
Exhibit OF hereto sets forth such components for each Lease Payment. The
City agrees that the Lease Payments represent the fair rental value for the
Project.
(b) All Lease Payments provided for in this Section shall be paid by the City
directly to the Fiscal Agent for the account of the Agency and shall be
deposited in accordance with the provisions of the Fiscal Agent Agreement
into the Principal and Interest Fund. The amounts deposited in the Principal
and Interest Fund shall be used and applied by the Fiscal Agent in the
manner and for the purposes set forth in the Fiscal Agent Agreement.
Section 5.2. Additional Payments. During each Fiscal Year, the City shall pay as
Additional Payments the following amounts:
(a) All fees, charges and expenses, including agent and counsel fees, of the
Fiscal Agent incurred under the Fiscal Agent Agreement, as and when the
same become due;
(b) All costs incident to the payment of the principal of, premium, if any, and
interest represented by the Certificates as the same become due and
payable, including all costs and expenses in connection with the call,
redemption and payment of Certificates;
(c) An amount sufficient to reimburse the Agency for all reasonable expenses
incurred by the Agency hereunder and in connection with the performance of
the Agency's obligations under the Lease or the Fiscal Agent Agreement;
(d) All reasonable expenses incurred in connection with the enforcement of any
rights under the Lease or the Fiscal Agent Agreement by the Agency, the
Fiscal Agent or the Certificate Owners; and
(e) All other payments of whatever nature which the City has agreed to pay or
assume under the provisions of the Lease.
On or before June l.of each Fiscal Year, the Fiscal Agent shall make an estimate
of the payments described above excluding .clauses (c) and (f) to be required during the
next succeeding Fiscal Year -and shall give written notice of such estimate to the City
and the Agency.
Section 5.3. Taxable Lease Payments. During each Fiscal Year, the City shall pay
to the Agency the. sum of $100 as rental for the portion of the Facilites excluding the
Project.
Section 5.4. Budget. The City covenants to take such action as may be necessary
to include all Lease Payments, Additional Payments and Taxable Payments due hereunder
in each of its annual budgets and to make the necessary annual appropriations for all such
Lease Payments, Additional Payments and Taxable Lease Payments during the term of
this Lease, subject to Section 8.3 hereof. During the Term of this Lease, the City will
furnish to the Fiscal Agent a certificate of the Authorized City Representative that
appropriations sufficient to make Lease Payments and Additional Payments for that
Fiscal Year are provided for therein. The covenants on the part of the City herein
contained shall be deemed to be and shall be construed to be the ministerial duties
imposed by law and it shall be the ministerial duty of each and every public official of
the City to take such action and do such things as are required by law in the performance
of the official duty of such officials to enable the City to carry out and perform the
covenants and agreements in this Lease agreed to be carried out and performed by the
City. The obligation of the City to make Lease Payments or Additional Payments does
not constitute an obligation of the City for which the City is obligated to levy or pledge
any form of taxation or for which the City has levied or pledged any form of taxation.
Neither the Certificates nor the obligation of the City to make Lease Payments or
Additional Payments constitutes an indebtedness of the City, the State or any of its
political subdivisions within the meaning of any constitutional or statutory debt
limitation or restriction.
(a) Nothing in the Lease shall be construed to release the Agency from the
performance of any agreement on its part herein contained or as a waiver by
the City of any rights or claims which the City may have against the Agency
under the Lease or otherwise, but any recovery upon such rights and claims
shall be had from the Agency separately, it being the intent of the Lease
that the City shall be unconditionally and absolutely obligated to perform
-10-
fully all of its obligations, agreements and covenants under the Lease
(including the obligation to make Lease Payments and Additional Payments)
for the benefit of the Owners of the Certificates. The City may, however,
at its own cost and expense and in its own name or in the name of the
Agency, prosecute or defend any action or proceeding or take any other
action involving third persons which the City deems reasonably necessary in
order to secure or protect its right of possession, occupancy and use
hereunder, and in such event the Agency, at the expense of the City, hereby
agrees to cooperate fully with the City and to take all action necessary to
effect the substitution of the City for the Agency in any such action or
proceeding if the City shall so request.
Section 5.4. Redemption of Certificates. If the City is not in default in making
Lease Payments under Section 5.1 hereof, the Agency and the Fiscal Agent, at the
written direction of the City, at any time when the aggregate moneys in the Principal
and Interest Fund are sufficient for such purposes, shall (a)if the Outstanding
Certificates are then redeemable under the provisions of Article III of the Fiscal Agent
Agreement, take all steps that may be necessary under the applicable redemption
provisions of the Fiscal Agent Agreement to effect the redemption of all or such part of
the then Outstanding Certificates as may be specified by the City, on such redemption
date as may be specified by the City, (b) cause such moneys in the Principal and Interest
Fund or such part thereof as the City shall direct, to be applied by the Fiscal Agent for
the purchase of Certificates in the open market for the purpose of cancellation at prices
not exceeding the principal amount thereof, applicable premium, if any, plus accrued
interest represented thereby to the date of delivery for cancellation, or (c) a combination
of (a) and (b) as provided in such direction.
ARTICLE VI
MAINTENANCE, OPERATING COSTS, TAXES AND INSURANCE
Section 6.1. Maintenance, Repairs and Utilities.
(a) The City shall throughout the Lease Term and at its own expense. (1) keep
and maintain the Facilities and all parts thereof in good repair and operating
condition, making from time to time all necessary repairs thereto and
renewals and replacements thereof, and including but not limited to the
furnishing of all parts, mechanisms and devices required to keep the
machinery, equipment and personal property constituting a part of the
Facilities in good mechanical and working order, and (2) keep the Facilities
and all parts thereof in safe condition and freefromfilth, nuisance or
conditions unreasonably increasing the danger of fire or other casualty.
(b) The City shall contract in its own name and pay for all utilities and utility
services used by the City in, on or about the Facilities, and the City shall, at
its _ sole cost and expense, procure any and all permits, licenses or
authorizations necessary in connection therewith.
-11-
Section 6.2. Operating Costs. The City covenants and agrees that it will, during
the Lease Term, pay all of the costs incurred by it in operating, maintaining and using
the Facilities.
Section 6.3. Taxes, Assessments and Other Governmental Charges.
(a) The City shall promptly pay and discharge, as the same become due, all
taxes and assessments, general and special, and other governmental charges
of any kind whatsoever that may be lawfully taxed, charged, levied, assessed
or imposed upon or against or be payable for or in respect of the Facilities,
or any part thereof or interest therein (including the leasehold estate of the
City therein) or any buildings; improvements, machinery and equipment at
any time installed thereon by the City, or the income therefrom or Lease
Payments, Additional Payments, the Taxable Lease Payments and other
amounts payable under the Lease, including any new taxes and assessments
not of the kind enumerated above to the extent that the same are lawfully
made, levied or assessed in lieu of or in addition to taxes or assessments now
customarily levied against real or personal property, and further including
all utility charges, assessments and other general governmental charges and
impositions whatsoever, foreseen or unforeseen, which if not paid when due
would impair the security of the Certificates or encumber the Agency's title
to the Facilities; provided, that with respect to any special assessments or
other governmental charges that are lawfully levied and assessed but which
may, be paid in installments, the City shall be obligated to pay only such
installments thereof as become due and payable in any Fiscal Year during
the Lease Term.
(b) The City shall have the right, in its own name or in the Agency's name, to
contest the validity or amount of any tax, assessment or other governmental
charge which the City is required to bear, pay and discharge pursuant to the
terms of this Article by appropriate legal proceedings instituted at least ten
(10) days before the contested tax, assessment or other governmental charge
becomes delinquent if and provided that the City (1) before instituting any
such contest, gives the Agency written notice of the City's intention to do
so, (2) diligently prosecutes any such contest, (3) at all times effectively
stays or prevents any official or judicial sale therefor, under execution or
otherwise, (4) promptly pays any final judgment enforcing the tax,
assessment or other governmental charge so contested, and (5) thereafter
promptly procures record release or satisfaction thereof. The Agency
agrees to cooperate with the City in connection with any and all
administrative or judicial proceedings. related to any tax, assessment or
other governmental charge. The City shall hold the Agency whole and
harmless from any costs and expenses the Agency may incur in relation to
any of the above.
Section 6.4. Casualty Insurance.
(a) The City shall obtain and shall maintain a policy or policies of insurance to
keep the Facilities constantly insured against loss or damage by fire,
lightning, flood and all other risks covered by the extended coverage
-12-
insurance endorsement then in use in the State of California in an amount
equal to the Full Insurable Value thereof (subject to a $1,000 loss deductible
clause). The Full Insurable Value of the Facilities shall be determined from
time to time at the request of the Agency or the City (but not more
frequently than once in every three (3) years) by an architect, contractor,
appraiser, appraisal company or one of the insurers, to be selected and paid
by the City. The insurance required pursuant to this Section shall be
maintained at the City's sole cost and expense, and shall be maintained with
a generally recognized responsible insurance company or companies
authorized to do business in the State of California as may be selected by
the City. Copies of the insurance policies required under this Section, or
originals or certificates thereof, each bearing notations evidencing payment
of the premiums or other evidence of such. payment, shall be delivered by
the City to the Agency. All such policies of insurance pursuant to this
Section, and all renewals thereof, shall name the Agency, the City and the
Fiscal Agent as insureds as their respective interests may appear, shall
contain a provision that such insurance may not be cancelled by the issuer
thereof without at least thirty (30) days' advance written notice to the
Agency, the City and Fiscal Agent, and shall be payable to the Fiscal Agent.
(b) In the event of loss or damage to the Facilities, the Net Proceeds of
casualty insurance carried pursuant to this Section shall be paid to the. Fiscal
Agent and shall be applied as provided in Section 8.1 hereof.
Section 6.5. Public Liability Insurance.
(a) The City shall, at its sole cost and expense, maintain or cause to be
maintained at all times during the Lease Term general accident and public
liability insurance (including but not limited to coverage for all losses
whatsoever arising from the ownership, maintenance, operation or use of any
automobile, truck or other motor vehicle), with respect to the Facilities,
under which the Agency, the City and the Fiscal Agent shall be named as
insureds, properly protecting and indemnifying the Agency and the Fiscal
Agent, in an amount not less than $1,000,000 for bodily injury (including
death) in any one occurrence (with excess coverage in an amount not less
than $10,000,000 and a deductible of not more than $100,000), and not less
than $100,000 for property damage in any one occurrence (subject to
reasonable loss deductible clauses not to exceed $1,000). The policies of
said insurance shall contain a provision that such insurance may not be
cancelled by the issuer thereof without at least thirty (30) days' advance
written notice to the Agency, the City and the Fiscal Agent. _ Such policies
or copies or certificates thereof shall be furnished to the Agency.
(b) In the event of a public liability occurrence, the Net Proceeds of liability
insurance carried pursuant to this Section shall be applied toward the
extinguishment or satisfaction of the liability with respect to which such
proceeds have been paid.
-13-
Section 6.6. Worker's Compensation Insurance. The City agrees throughout the
Lease Term to maintain or cause to be maintained, in connection with the Facilities, any
worker's compensation coverage required by the laws of the State of California.
Section 6.7. Rental Interruption or Use and Occupancy Insurance. The City shall
procure, and maintain through the Term of this Lease rental interruption or use and
occupancy insurance to cover loss, total or partial, of the use of any structures
constituting any part of the Project as a result of any of the hazards covered in the
insurance required by Section 6.4 hereof, in an amount sufficient to pay the maximum
remaining consecutive two Lease Payments hereunder, except that such insurance need
be maintained as to the peril of earthquake only if in the opinion of the City such
insurance is available at reasonable cost on the open market from reputable insurance
companies. The net proceeds of such insurance shall be paid to the Fiscal Agent and
deposited in the Principal and Interest Fund, and shall be credited towards the payment
of the Lease Payments in the order in which such Lease Payments come due and
payable. Upon the written request of the City, the Fiscal Agent may permit
modifications to the insurance coverage required by this Section 6.7.
Section 6.8. Title Insurance. The City shall provide at the Closing Date a title
insurance policy in form satisfactory to the Fiscal Agent. Said policy shall insure the
City's leasehold estate in the Facilities. All Net Proceeds received under said policy
shall be deposited with the Fiscal Agent in the Principal and Interest Fund and shall be
credited towards the prepayment of the remaining Lease Payments pursuant to Section
5.1.
Section 6.9. Blanket Insurance Policies and Self Insurance.
(a) The City may satisfy any of the insurance requirements set .forth in this
Article by using blanket policies of insurance, provided that the City
complies with each and all of the requirements and specifications of this
Article respecting insurance.
(b) Upon the written request of the City, and without the consent of the
Certificate Owners or the Agency, the Fiscal Agent may permit
modifications to the insurance coverage, including permission for the City to
be self-insured, in whole or in part, for any such coverage, taking into
account the cost and availability of insurance and the effect of the terms
and rates of such insurance upon the City's costs and charges for its
services. The Fiscal Agent may rely upon a report of an Insurance
Consultant.
(c) The City's current self insurance program covering, as of the date hereof, all
major insurance including health, dental, life, workers compensation and
general liability, and further, including its joint powers authority
participation in liability claims coverage to a limit of $10,000,000 per
occurrence above the City's self insured amount shall be deemed to satisfy
all of the insurance requirements set forth in this Article, except the
requirements set forth in Section 6.8 hereof, without the Fiscal Agent's
permission as provided in subparagraph (b) of this Section.
-14-
(d) Subject to paragraph (b) of this Section 6.9, the City may modify the
insurance coverage, including its self-insurance, in whole or in part, for any
such coverage, taking into account the cost and availability of insurance and
the effect of the terms and rates of such insurance upon the City's costs and
charges for its services in reliance upon a report of an Insurance Consultant
which report shall be furnished to the Fiscal Agent.
(e) Annually, on or before. July 1 the City shall certify requirements of
Sections 6.4, 6.5, 6.6, and 6.7 hereof.
(f) Subject to paragraph (b) of this Section 6.9, upon the written request of the
City, and without the consent of the Certificate Owners or the Agency, the
Fiscal Agent may permit further modifications to the insurance coverage,
including permission for the City to vary its self-insurance, in whole or in
part, for any such coverage, taking into account the cost and availability of
insurance and the effect of the terms and rates of such insurance upon the
City's costs andchargesfor its services. The Fiscal Agent may rely upon a
report of an Insurance Consultant. The permission of the Fiscal Agent to
make such modifications shall not be unreasonably withheld.
(g) The City covenants to maintain property and casualty insurance either
through the City's program of self-insurance or with commercial insurance
brokers licensed to do business in the State of California at the levels that
are carried by the City on the date of execution of this Lease.
ARTICLE VII
ADDITIONS, MODIFICATIONS AND
IMPROVEMENTS TO THE FACILITIES
Section 7.1. Additions, Modifications and Improvements to the Facilities.
(a) The City shall have and is hereby given the right, at its sole cost and
expense, to make such additions, modifications and improvements. in and to
any part of the Facilities as the City from time to time may deem necessary
or desirable for its purposes; provided, however, the City shall not'make any
additions, modifications or improvements which will, in the opinion of an
Independent Appraiser, substantially reduce the value of the Facilities. All
additions, modifications and improvements made by the City pursuant to the
authority of this Section shall (1) be made in a workmanlike manner and in
strict compliance with all laws and ordinances applicable thereto, (2) when
commenced, be prosecuted to completion with due diligence, and (3) when
completed, be deemed a part of the Facilities; provided, however, that
additions of machinery and equipment installed in the Facilities by the City
and not purchased or acquired from funds deposited with the Fiscal Agent
hereunder shall remain the property of the City and may be removed by the
City at any time.
-15-
(b) No addition, modification or improvement to the Facilities made pursuant to
this Section shall entitle the City to any reimbursement of any Lease
Payments or Additional Payments from the Agency, the Fiscal Agent or the
Certificate Owners, nor shall the City. be entitled to any abatement or
diminution in Lease Payments or Additional Payments under the Lease,
except such diminution as results from redemption of the Certificates
pursuant to Article III of the Fiscal Agent Agreement.
Section 7.2. Additional Improvements on the Land. The City shall have and is
hereby given the right, at its sole cost and expense, to construct on portions of the Land,
on the property leased by the Agency not theretofore occupied by buildings or
improvements, such additional buildings and improvements as the City from time to time
may deem necessary or desirable for its purposes, so long as the value of such property is
not diminished nor the obligation of the City to make Lease Payments or Additional
Payments interrupted. All additional buildings and improvements constructed on the
Land by the City pursuant to the authority of this Section shall, during the Lease Term,
remain the property of the City, and the City may add to, alter or raze and remove the
same at any time. The City covenants and agrees (a) to make any repairs and restorations
required to be made to the Facilities because of the construction of, addition to,
alteration or removal of said additional buildings or improvements, (b) to keep and
maintain said additional buildings and improvements in good condition and repair,
ordinary wear and tear excepted, and (c) to promptly and with due diligence either raze
and remove from the Land in a good workmanlike manner, or repair, replace or restore
any of said additional buildings and improvements as may from time to time be damaged
by fire or other casualty.
Section 7.3. Permits and Authorizations. The City shall not do or permit others
under its control to do any work on the Facilities related to any repair, rebuilding,
restoration, replacement, modification, improvement or addition to the Facilities, or any
part thereof, unless all requisite municipal and other governmental permits and
authorizations shall have been first procured and payment made therefor. All such work
shall be done in a good and workmanlike manner and in compliance with all applicable
building, zoning and other laws, ordinances, governmental regulations and requirements
and in accordance with the requirements, rules and regulations of all insurers under the
policies required to be carried under the provisions of Article VI hereof.
Section 7.4. Mechanics' Liens.
(a) Neither the Agency nor the City shall do or suffer anything to be done
whereby the Facilities, or any part thereof, may be encumbered by any
mechanics' or other similar lien. Whenever and as often as any mechanics'
or other similar lien is filed against the Facilities, or any part thereof,
purporting to be for or on account of any labor done or materials or services
furnished in connection with any work in or about the Facilities, the City
shall discharge the same of record within sixty (60) days after the date of
filing. Notice is hereby given that the Agency shall not be liable for any
labor or materials furnished to the City or to anyone claiming by, through or
under the City_ upon credit, and that no mechanics' or other similar lien for
any such labor, services or materials shall attach to or affect the
-16-
reversionary or other estate of the Agency in and to the Facilities or any
part thereof.
(b) The City, notwithstanding paragraph (a) above, shall have the right to
contest any such mechanics' or other similar lien if and provided that the
City (1) within said 60 -day period stated above notifies the Agency and the
Fiscal Agent in writing of the City's intention to do so, (2) diligently
prosecutes such contest,.(3) at all times effectively stays or prevents any
official or judicial sale of the Facilities, or any part thereof or interest
therein, under execution or otherwise, (4) promptly pays or otherwise
satisfies any final judgment adjudging or enforcing such contested lien
claim, and (5) thereafter promptly procures record release or satisfaction
thereof. The City shall hold the Agency and the Fiscal Agent whole and
harmless from any loss, costs or expenses which the Agency and the Fiscal
Agent may incur in relation to any such contest. The Agency will cooperate
fully with the City in any such contest.
ARTICLE VIII
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 8.1. Damage and Destruction.
(a) If during the Lease :Term, .the Facilities or any portion thereof are damaged
or destroyed, in whole or in part, by fire or other casualty, to such extent
that the claim for loss (including any deductible amount pertaining thereto)
resulting from such damage or destruction is greater than $50,000, the City
shall promptly notify the Agency and the Fiscal Agent in writing as to the
nature and extent of such damage or loss and whether it is practicable and
desirable to rebuild, repair, restore or replace such damage or loss.
(b) If the City shall determine that such rebuilding, repairing, restoring or
replacing is practicable and desirable, the City shall proceed promptly with
and complete with reasonable dispatch such rebuilding, repairing, restoring
or replacing of the property damaged or destroyed so as to place the
Facilities- or such portion thereof in substantially the same condition as
existed prior to the event causing such damage or destruction, with such
changes, alterations and modifications (including the substitution and
addition of other property) as may be desired by the City and as will not
impair utility of the Facilities or such portion thereof. In such case, any Net
Proceeds of casualty insurance required by Section 6.4 hereof and received
with respect to any such damage or loss to the Facilities or such portion
thereof, if such Net Proceeds exceed $50,000, shall be paid to the Fiscal
Agent and shall be deposited into the Net Proceeds subaccount which is
established in the Acquisition and Loan Redemption Fund and shall be used
and applied in accordance with the disbursement requirements of
Section 4.2(a) hereof for the purpose of paying the cost of such rebuilding,
repairing, restoring or replacing such damage or loss. Any amount remaining
in the Acquisition Fund after completion of such rebuilding, repairing,
-17-
restoring or replacing shall be deposited into the Principal and Interest
Fund: If said Net Proceeds are not sufficient to pay in full the costs of such
replacement, repair, rebuilding or restoration, the City shall nonetheless
complete the work thereof and shall pay that portion of the costs thereof in
excess of the amount of said Net Proceeds.
(c) If the City shall determine that rebuilding, repairing, restoring or replacing
the Facilities or such portion thereof in whole or in part, is not practicable
and desirable, any Net Proceeds of casualty insurance required by
Section 6.4 hereof and received with respect to any such damage or loss to
the Facilities shall be paid into the Principal and Interest Fund, together
with an amount which combined with the Net Proceeds equals the .full
amount necessary to redeem or pay the pro rata principal portion of the
Certificates relating to the Facilities or such portion thereof as described
herein, and shall be used to redeem Certificates on the earliest possible
redemption date after which timely notice of redemption can be given or to
pay the principal represented by any Certificates as the same become due.
The City agrees to be reasonable in exercising its judgment pursuant to this
subsection (c).
(d) The City shall not, by reason of its inability to use all or any part of the
Facilities during any period in which the Facilities are damaged or
destroyed, or are being repaired, rebuilt, restored or replaced, or by reason
of the payment of the costs of such rebuilding, repairing, restoring or
replacing, be entitled to any reimbursement from the .Agency, the Fiscal
Agent or the Owners of the Certificates or any abatement or diminution of
the Lease Payments payable by the City under the Lease or of any other
obligations of the City under the Lease except as expressly provided in this
Article.
Section 8.2. Condemnation or Insured Deficiency of Title.
(a) In the event that title to all or a portion of the Facilities is challenged or
threatened by means of competent legal or equitable action, the City
covenants that it shall cooperate with the.Agency and the Fiscal Agent and
shall take all reasonable actions, including where appropriate the lawful
exercise of the City's power of eminent domain, in order to quiet title to the
Facilities in the Agency. If title to all or any part of the Facilities is found
to be deficient or nonexistent by a court of competent jurisdiction, the City
covenants that it shall, in such an event, deposit with the Fiscal Agent for
the account of the Agency an amount equal to -the value (or a pro rata
portion thereof, as appropriate), of the Facilities. Under the Fiscal Agent
Agreement, the Fiscal Agent is obligated .to use such amounts for the
redemption of Certificates at the earliest permissible date.
(b) If during the Lease Term title to all or any part of the Facilities is
condemned by any authority having the power of eminent domain, the
condemnation proceeds shall be deposited with the Fiscal Agent, together
with an amount which combined with the Net Proceeds equals the full
amount necessary to redeem or pay the pro rata principal portion of the
-18-
Certificates relating to the Facilities or such portion thereof as described
herein, and used by the Fiscal Agent to redeem Certificates pursuant to the
Fiscal Agent Agreement. Condemnation proceeds in excess of the amount
used to redeem Certificates shall be remitted to the City.
(c) The Agency shall, -at the City's expense, cooperate fully with the City in the
handling and conducting of any prospective or pending condemnation
proceedings with respect to the Facilities or any part thereof, and shall, to
the extent the Agency may lawfully do so, permit the City to litigate in any
such proceeding in the name and on behalf of the Agency. In no event will
the Agency voluntarily settle or consent to the settlement of any
prospective or pending condemnation proceedings with respect to the
Facilities or any part thereof without the written consent of the City.
Section 8.3. Abatement of Rental in the Event of Damage or Destruction. The
amount of Lease -Payments shall be abated, during any period in which by reason of
damage, destruction or for any reason that the Project is not available for use (other
than by condemnation as hereinbefore set forth) there is a substantial interference with
the use and occupancy of the Project by the City; except that no such abatement shall
occur during the period prior to the deposit with the Fiscal Agent of any Net Proceeds of
insurance resulting from such damage or destruction to the Project and the application
thereof to the payment of the Certificates. The amount of such abatement shall be
agreed upon by the City and the Agency such that the resulting Lease Payments
represent fair consideration for the use and occupancy of the portions of the Project not
damaged or destroyed, giving due regard to the payment of the Certificates remaining
Outstanding after the application of the Net Proceeds of such insurance. Such
abatement shall continue for the period commencing with such damage or destruction
and ending with the completion of the work of repair or reconstruction. In the event of
any such damage or destruction, this Lease shall continue in full force and effect and the
City waives any right to terminate this Lease by virtue of any such damage and
destruction.
ARTICLE I%
SPECIAL COVENANTS
Section 9.1. No Warranty of Condition or Suitability by the. Agency; Exculpation
and Indemnification. The Agency makes no warranty, either express or implied, as to the
condition of the Facilities or that the Facilities will be suitable for the City's purposes or
needs. The City releases the Agency from, agrees that the Agency shall not be liable for
and agrees to hold the Agency harmless against, any loss or damage to property or any
injury to or death of any person that may be occasioned by any cause whatsoever
pertaining to the Facilities or the use thereof.
Section 9.2. Surrender of Possession. Upon accrual of the Agency's right of
reentry because of the City's default hereunder or upon the cancellation or termination
of the Lease for any reason other than the City's purchase of Agency's interest in the
Facilities pursuant to Article RI hereof, theCityshall peacefully surrender possession of
the Facilities to the Agency in good condition and repair, ordinary wear and tear
-19-
excepted; provided, however, the City shall have the right within sixty (60) days after the
termination of the Lease to remove from the Facilities any buildings, improvements,
furniture, trade fixtures, machinery and 'equipment owned by the City and not
constituting part of the Facilities. All repairs to and restorations of the Facilities which
are required to be made because of such removal shall be made by and at the sole cost
and expense of the City, and during said 60 -day period the City shall bear the sole
responsibility for and bear the sole risk of loss for said buildings, improvements,
furniture, trade fixtures, machinery and equipment. All buildings, improvements,
furniture, trade fixtures, machinery and equipment owned. by the City and which are not
so removed from the Facilities prior to the expiration of said 60 -day oeriod.shall be and
become the separate and absolute property of the Agency.
Section 9.3. Right of Access to the Facilities. The City agrees that the Agency
and the Fiscal Agent and their duly authorized agents shall have the right at reasonable
times (during business hours), subject to the City's usual safety and security
requirements, of access to the Facilities (a) to examine and inspect the Facilities without
interference or prejudice to the City's operations, (b) performing such work in and about
the Facilities made necessary by reason of the City's default under any of the provisions
of the Lease, and (c) exhibiting the Facilities to prospective purchasers, lessees or Fiscal
Agents.
Section 9.4. Granting of Easements. If no Event of Default under the Lease shall
have happened and be continuing, the City may at any time or times (a) grant easements,
licenses, rights-of-way (including the dedication of public highways) and other rights or
privileges in the nature of easements with respect to any property included in the
Facilities, or (b) release existing easements, licenses, rights-of-way and other rights or
privileges, all with or without consideration and upon such terms and conditions as the
City shall determine. At the expense of the City, the Agency agrees that it will execute
and deliver and will cause and direct the Fiscal Agent to execute and deliver any
instrument necessary or appropriate to confirm and grant or release any such easements,
licenses, rights-of-way or other rights or privileges or any such agreement or other
arrangement, upon receipt by the Agency and the Fiscal Agent of: (1) a copy of the
instrument of grant or release or of the agreement or other arrangement; (2) a written
application signed by an Authorized City Representative requesting such instrument; and
(3) a certificate executed by an Independent Appraiser stating that such grant or release
is not detrimental to the proper conduct of the business of the City, will not impair the
effective use or interfere with the efficient and economical operation of the Facilities,
and will not materially adversely affect the security intended to be given by or under the
Fiscal .agent Agreement. If the instrument of grant shall so provide, any such easement
or right and the rights of such other parties thereunder shall be superior to the rights of
the Agency and the Fiscal Agent under the Lease and the Fiscal Agent Agreement and
shall not be affected by any termination of the Lease or by default on the part of the
City hereunder. If no Event of Default shall have happened and be continuing, any
payments or other consideration received by the City for any such grant or with respect
io or under any such agreement or other arrangement shall be and remain the property of
the City, but, in the event of the termination of the Lease on default of the City, all
-20-
rights of the Citythen existing with respect to or under such grant shall inure to the
benefit of and be exercisable by the Agency and the Fiscal Agent.
Section 9.5. Indemnification of the Agency and the Fiscal Agent. The City shall
indemnify and save the Agency and the Fiscal Agent (and its officers, directors, agents
and employees) harmless against any loss, liability or expense, including reasonable
attorney's fees, resulting from all claims by or on behalf of any person, firm or agency
arising from the conduct or management of, or from any work or thing done on, the
Facilities during the Lease Term, and against and from all claims arising during the
Lease Term from (a) any condition of the Facilities caused by the City, (b) any breach or
default on the part of the City in the performance of any of its obligations under the
Lease, (c) any contract entered in connection with the acquiring of the Facilities, (d) any
act of negligence of the City or of any of its agents, contractors, servants, employees or
licensees, and (e) any act of negligence of any assignee or sublessee of the City, or of any
agents, contractors, servants, employees or licensees of any assignee or sublessee of the
City. The City shall indemnify and save the Agency and -the Fiscal Agent and their
agents, contractors,, servants, employees or licensees of any assignee or sublessee of the
Agency and the Fiscal Agent harmless from and against all costs and expenses (except
those which have arisen from the willful misconduct or negligence of the Agency or the
Fiscal Agent) incurred in or in connection with any action or proceeding brought thereon,
and upon notice from the Agency or the Fiscal Agent, the City shall defend them or
either of them and their agents, contractors, servants, employees or licensees of any
assignee or sublessee of the Agency and the Fiscal Agent in any such action or
proceeding.
Section 9.6. Arbitrage Covenant. The City covenants and agrees that it will not
make or cause or permit to be made, whether by the Fiscal Agent or otherwise, any use
of the proceeds of the Certificates which, if such use had been. reasonably expected on
the date of issuance of the Certificates, would have caused the Certificates to be
"arbitrage bonds" within the meaning of Section 148 of the Code. The City further
covenants and agrees that it will comply with and will take all action reasonably required
to insure that the Fiscal Agent complies with all applicable requirements of said Section
148 and the rules and regulations of the United States Treasury Department promulgated
thereunder for so long as any of the Certificates, including interest thereon and any
applicable redemption premium, remain Outstanding and unpaid.
Section 9.7. Tax -Exempt Status of the Certificates.
(a) The Agency covenants that it will: (1) maintain its status as a
redevelopment agency, with its activities and purposes limited to those
permitted.under the Law; (2) not permit its income to inure to the benefit of
any private person; (3) not permit the original and investment proceeds (as
these terms are defined in Revenue Procedure 82-26 and any amendments or
modifications thereto) of the Certificates to be used for any purpose other
than to provide tangible real or tangible personal property, in accordance
with Revenue Procedure 82-26 and any amendments or modifications
thereto; and (4) after all the Certificates have been paid, convey title to the
Facilities, free from any lien created by this Lease and the Fiscal 'Agent
Agreement and any liens created by the Agency.
-21-
(b) The City covenants that: (1) it will use the proceeds of the Certificates it
receives solely to provide tangible real or tangible personal property (as
those terms are defined in Revenue Procedure 82-26 and any amendments or
modifications thereto) and to pay the costs of execution and delivery of the
Certificates, and (2) it will accept conveyance of title to the Facilities back
from the Agency when all the Certificates have been paid, free from any
lien created by this Lease and the Fiscal Agent Agreement and any liens
created by the Agency. .
ARTICLE X
ASSIGNMENT AND SUBLEASING
Section 10.1. Assignment and Subleasing. The City may not assign the Lease or
sublease the Project or any portion thereof without the prior written consent of the
Agency, the Fiscal Agent and the Rating Agency, provided, however, no assignment of
the Lease or subleasing of the Project shall release or discharge the City from its duties
and obligations under the Lease.
Section 10.2. Assignment of Revenues by the Agency. The Agency shall, pursuant
to and to. the extent provided in the Fiscal Agent Agreement, assign and pledge any
rents, revenues and receipts receivable by it under the Lease, to the Fiscal Agent as
security for payment of the principal of, interest and premium, if any, represented by the
Certificates and the City hereby consents to such pledge and assignment.
Section 10.3. Restrictions on Sale or Mortgage of Facilities by the Agency. The
Agency agrees that, except as set forth in Article XI hereof or in other provisions of the
Lease or the Fiscal Agent Agreement, it will not sell, convey, mortgage, encumber or
otherwise dispose of the Facilities or any part thereof during the Lease Term.
ARTICLE XI
OPTION TO PURCHASE INTEREST IN FACILITIES;
PREPAYMENT OPTION PRICE
Section 11.1. Option to Purchase Agency's Interest in the Facilities. The City shall
have, and is hereby granted, the option to purchase the Agency's interest in the Facilities
at any time, upon payment in full of all Lease Payments, including any redemption
premiums, .if any, or provision for their payment having been made pursuant to
Article XIII of the Fiscal Agent Agreement. To exercise such option the City shall give
written notice to the Agency and to.the Fiscal Agent, if any of the Certificates shall
then be unpaid or provision for their payment shall not have been made in accordance
with the provisions of the Fiscal Agent Agreement, and shall specify therein the date of
closing such prepayment, which date shall be not less than forty-five (45) nor more than
ninety (90) days from the date when such notice is mailed, and in case of a redemption of
the Certificates in accordance with the provisions of the Fiscal Agent Agreement, the
City shall make arrangements satisfactory to the Fiscal Agent for the giving of any
required notice of redemption.
-22-
Section 11.2. Prepayment Option Price. The Prepayment Option Price payable by
the City in the event of its exercise of the option granted in this Article shall be the sum
of the following:
(a) an amount of money which is sufficient to pay and defease the Certificates
pursuant to, Article XIII of the Fiscal Agent Agreement, or which, when
added to the amount then on deposit in the Principal and Interest Fund, will
be sufficient to redeem all of the then Outstanding Certificates on the
earliest redemption date next succeeding the closing date of the purchase,
including, without limitation, principal, premium, if any, and interest to
accrue to said redemption date and expenses incident to the redemption and
payment of the Certificates in full; plus
(b) an amount of money equal to the Fiscal Agent's fees and expenses under the
Fiscal Agent Agreement accrued and to accrue until the redemption of the
Certificates; plus
(c) the sum of $100.
Section 11.3. Conveyance of the Agency's Interest in the Facilities to the City. At
the closing of the purchase of the Agency's interest in the Facilities pursuant to this
Article, the Agency will, upon rdceipt of the Prepayment Option Price, deliver to the
City documents which conveys to the City all of its legal and possessory interest to the
Facilities, as the Facilities then exist, subject to the following: (a) those liens and
encumbrances, if any, to which title to the Facilities was subject when conveyed to the
Agency; (b) those liens and encumbrances not created by the Agency; (c) those liens and
encumbrances resulting from the failure of the City to perform or observe any of the
agreements on its part contained in the Lease; and (d) if the Facilities are being
condemned, the rights and title of any condemning authority.
Section 11.4. Relative Position of Option and Fiscal Agent Agreement. The option
granted to the City in this Article shall be and remain prior and superior to the Fiscal
Agent Agreement and may be exercised whether or not the City is in default under the
Lease, provided, that such default will not result in nonfulfillment of any condition to the
exercise of any such option and further provided that all options herein granted shall
terminate upon the termination of the Lease.
Section 11.5. Obligation of the City to Accept Release of the Agency's Interest in
the Facilities. The City hereby agrees to accept release of, and the Agency hereby
agrees to release, the Agency's interest in the Facilities in consideration of the payment
of the Prepayment Option Price for the Facilities provided by Section 11.3 hereof, at the
expiration of the Lease Term following full payment of the Certificates or provision for
payment thereof having been made in accordance with the provisions of the Fiscal Agent
Agreement.
-23-
ARTICLE XII
DEFAULT AND REMEDIES
Section 12.1. Events of Default. If any one or more of the following events shall
occur and be continuing, it is hereby defined as and declared to be and to constitute an
Event of Default or "default" under the Lease:
(a) Default in the due and punctual payment of a Lease Payment, or any
Additional Payments;
(b) Default in the dueobservance or performance of any other covenant,
agreement, obligation or provision of the.Lease on the City's part to be
observed or performed, and such default shall continue for sixty (60) days
after the Agency or the Fiscal Agent has given to the City written notice
specifying such default or such longer period as shall be reasonably required
to cure such default; provided that (1) the City has commenced such cure
within said sixty (60) day period, and (2) the City diligently prosecutes such
cure to completion;
(c) The City or the Agency shall (1) admit in writing its inability to pay its debts
as they become due; or (2) file a petition in bankruptcy or for
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the federal Bankruptcy Code as now or in
the future amended or any other similar present or future federal or state
statute or regulation, or file a pleading asking for such relief; or (3) make an
assignment for the benefit of its creditors; or (4) consent to the appointment
of a Fiscal Agent, receiver or liquidator for all or a major portion of its
property or shall fail to have vacated or set aside the, appointment of any
Fiscal Agent, receiver or liquidator which was made without the City's or
the Agency's consent or acquiescence; or (5) be finally adjudicated as
bankrupt or insolvent under any federal or state law; or (6) be subject to any
proceeding or suffer the entry of a final and nonappealable court order,
under any federal or state law appointing a receiver, Fiscal Agent or
liquidator for all or a major part of its property or ordering the winding up
or liquidation of its affairs, or approving a petition filed against it under the
federal Bankruptcy Code, as now or in the future amended, which order or
proceeding, if not the subject of the City's or the Agency's consent, shall not
be dismissed; vacated, denied, set aside- or stayed within sixty (60) days after
the day of entry or commencement; or (7) suffer a writ or warrant of
attachment or any similar process to be issued by any court against all or
any substantial portion of its property, and such writ or warrant of
attachment or anv similar process is not contested, stayed or is not released
within sixty (60) days after the final entry, or levy or after any contest is
finally adjudicated or any stay is vacated or set aside; or
(d) The City shall vacate or abandon the Facilities, or any portion thereof, and
the same shall remain uncared for and unoccupied for a period of sixty (60)
days.
-24-
Section 12.2. Remedies on Default. If any Event of Default specified in
Section 12.1 hereof shall have occurred and be continuing, then the Agency may, at the
Agency's election (subject, however, to any restrictions contained in the Fiscal Agent
Agreement against acceleration of the maturity of the Certificates or termination of the
Lease), and shall, then or at any time thereafter, and while such default shall continue,
take any one or more of the following actions:
(a) give the City written notice of intention to terminate the Lease on a date
specified in such notice, which date shall not be earlier than thirty (30) days
after such notice is given, and if all defaults have not then been cured, on
the date so, specified, the City's rights to possession of the Facilities shall
cease and the Lease shall thereupon be terminated, and the Agency may
reenter and take possession of the Facilities; or
(b) without terminating the Lease, reenter the Facilities or take possession
thereof pursuant to legal proceedings or pursuant to any notice provided for
by law, and having elected to reenter or take possession of the Facilities
without terminating the Lease, the Agency shall use reasonable diligence to
relet the Facilities, or parts thereof, for such term or terms and at such
rental and upon such other provisions and conditions as the'Agency may
deem . advisable, with the right to make alterations and repairs to the
Facilities, and no such reentry or taking of possession of the.Facilities by
the Agency shall be construed as an election on the Agency's part to
terminate the Lease, and no such reentry or taking of possession by the
Agency shall relieve the City of its obligation to pay Lease Payments or
Additional Payments (at the time or times provided herein), or of any of its
other obligations under the Lease, all of which shall survive such reentry or
taking of possession, and the City shall continue to pay the Lease Payments
and Additional Payments specified in the Lease.until the end of the Fiscal
Year, whether or not the Facilities shall have been relet, less the net
proceeds, if any, of any reletting of the Facilities after deducting all of the
Agency's reasonable expenses in or in connection with such reletting,
including without limitation all repossession costs, brokerage commissions,
legal expenses, expenses of employees, alteration costs and expenses of
preparation for reletting. Said net proceeds of any reletting shall be
deposited in the Principal and Interest Fund.
Having elected to reenter or take possession of the Facilities without terminating
the Lease, the Agency may (subject, however, to any restrictions in the Fiscal Agent
Agreement against termination of the Lease), by notice to the City given at any time
thereafter while the City is in default in the payment of Lease Payments or Additional
Payments or in the performance of any other obligation under the Lease, elect to
terminate the Lease on a date to be specified in such notice, which date shall be not
earlier than thirty (30) days after reentry under subparagraph (c) above, and if all
defaults shall not have then been cured, on the date so. specified the Lease shall
thereupon be terminated. If in accordance with any of the foregoing provisions of this
Article the Agency shall have the right to elect to reenter and take possession of the
Facilities, the Agency may enter and expel the City and those claiming through or under
the City and remove the property and effects of both or either (forcibly if necessary)
without being guilty of any manner of trespass and without prejudice to any remedies for
-25-
arrears of rent or for preceding breach of covenant. The Agency may take whatever
action at law or in equity which may appear necessary or desirable to collect rent then
due and thereafter to become due, or to enforce performance and observance of any
obligation, agreement or covenant of the City under the Lease.
In addition to the above remedies, the .Agency and the Fiscal Agent may file such
suits in law or equity as deemed most effectual to protect and enforce any right under
the Lease including, but not limited to, suits to require the City to account as the Fiscal
Agent of an express trust, to enjoin the City from actions which may be unlawful or in
violation of the rights of the Agency or the Fiscal 'Agent or to compel the City to
perform its duties and obligations under the law and under the Lease.
In the Event of Default, 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. The enforceability of the rights and
remedies of the Owners may be subject to certain laws or principles of equity.
Section 12.3. Survival of Obligations. The City covenants and agrees with the
Agency and the Owners of the Certificates that the .City's obligations under the Lease
shall survive the cancellation and termination of the Lease for any cause but only to the
extent of obligations incurred during the current Fiscal Year, and that the City shall
continue to pay the Lease Payments and Additional Payments and perform all other
obligations specified in the Lease during such Fiscal Year, all at the time or times
provided in this Lease; provided, however, that upon the payment of all Lease Payments
and Additional Payments required under Article V hereof, and upon the satisfaction and
discharge of the Fiscal Agent Agreement under Section 1301 thereof, the City's
obligations under the Lease shall thereupon cease and terminate in full.
Section 12.4. Agency's Performance of the City's Obligations. If the City shall fail
to make any payment or to keep or perform any of its obligations as provided in the
Lease, then the Agency, or the Fiscal Agent in the Agency's name, may (but shall not be
obligated so to do) upon the continuance of such failure on the City's part after ten (10)
days' written notice of such default is given the City by the Agency or the Fiscal Agent,
and without waiving or releasing the City from any obligation hereunder, as an additional
but not exclusive remedy, make any such payment or perform any such obligation, and all
sums so paid by the Agency or the Fiscal Agent and all necessary incidental costs and
expenses incurred by the Agency or the Fiscal Agent in performing such obligations shall
be deemed Additional Payments and shall be paid by the City to the Agency or the Fiscal
Agent on demand, and if not so paid by the City, the Agency or the Fiscal Agent shall
have the same rights and remedies provided for in Section 12.2 hereof in the case of
default by the City in the payment of Lease Payments.
Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved
by the Agency and the City hereunder and those provided by law shall be construed as
cumulative and continuing rights. No one of them shall be exhausted by the exercise
thereof on one or more occasions. The Agency and the City shall each be entitled to
specific performance and injunctive or other equitable relief for any breach or
-26-
threatened breach of any of the provisions of the Lease, notwithstanding availability of
an adequate remedy at law, and each party hereby waives the right to raise such defense
in any proceeding in equity.
Section 12.6. Waiver of Breach. No waiver of any breach of any covenant or
agreement herein contained shall operate as a waiver of any subsequent breach of the
same covenant or agreement or as a waiver of any breach of any other covenant or
agreement, and in case of a breach by the City of any covenant, agreement or
undertaking by the City, the Agency may nevertheless accept from the City any payment
or payments hereunder without in any way waiving the Agency's right to exercise any of
its rights and remedies as provided herein with respect to any such default or defaults of
the City which were in existence at the time when such payment or payments were
accepted by the Agency.
Section 12.7. - Fiscal Agent's Exercise of the Agency's Remedies. Whenever any
Event of Default shall have occurred and be continuing, the Fiscal Agent may, but except
as otherwise provided in the Fiscal Agent Agreement shall not be obligated to, exercise
any or all of the rights of the Agency under this Article, upon notice as required of the
Agency unless the Agency has already given the required notice. In addition, the Fiscal
Agent shall have available to it all of the remedies prescribed by the Fiscal Agent
Agreement.
ARTICLE XIII
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 13.1. Amendments, Changes and Modifications. Except as otherwise
provided in the Lease or in the Fiscal Agent Agreement, subsequent to the initial
issuance of Certificates and prior to the payment thereof having been made or provided
for in accordance with the provisions of the Fiscal Agent Agreement, the Lease may not
be effectively amended, changed, modified, altered or terminated without the written
consent of the Fiscal Agent, given in accordance with the provisions of the Fiscal Agent
Agreement.
ARTICLE IUV
MISCELLANEOUS PROVISIONS
Section 14.1. Notices. All notices, certificates or other communications required
or desired to be given hereunder shall be in writing or by personal delivery and shall be
deemed duly given as of the date when personally delivered or when mailed by first class
mail, postage prepaid, addressed as follows:
(a) To the Agency:
Redevelopment Agency of the -City of Santa Clarita
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attention: Executive Director
-27-
(b) To the City:
City of Santa Clarita
Santa Clarita City Hall
23920.Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attention: Director of Finance
(c) To the Fiscal Agent:
Santa Clarita Public Financing Authority
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attention: Treasurer
(d) To the Rating Agency:
A duplicate copy of each notice, certificate or other communication given
hereunder by either the Agency or the City to the other shall also be given to the Fiscal
Agent, but the failure to do so shall not affect the validity of any such notice, certificate
or other communication as between the Agency and the City. The Agency, the City and
the Fiscal Agent may from time to time designate, by notice given hereunder to such
other parties, another address to which subsequent notices, certificates or other
communications shall be sent.
Section 14.2. Agency Shall Not Unreasonably Withhold Consents and Approvals.
Wherever in the Lease it is provided that the Agency shall, may or must give its approval
or consent, or execute supplemental. agreements or schedules, the Agency shall not
unreasonably, arbitrarily or -unnecessarily withhold or refuse to give such approvals or
consents or refuse to execute such supplemental agreements or schedules.
Section 14.3. Substitution of Facilities. If the City is not in default under any of
the provisions of this Lease, the Base Lease or the Fiscal Agent Agreement, the City
may substitute other real property or improvements or equipment located thereon for all
or any portion of the Facilities upon the following conditions:
(a) the City shall have provided to the Fiscal Agent a certificate of an
Independent Appraiser, dated not more than sixty (60) days prior to the date
of the proposed substitution, stating that, in the opinion of such Independent
Appraiser the substituted real property or improvements or equipment
located thereon has a fair market value of not less than 100% of the fair
market value of the Facilities or portion thereof being replaced;
(b) the Agency consents in writing to such substitution;
-28-
(c) the Rating Agency consents in writing to such substitution; and
(d) the City shall have delivered to the Fiscal Agent an opinion of nationally
recognized Bond Counsel that such substitution will not cause the interest on
the Certificates to become includable in gross income for federal income
tax purposes under the Code. If such conditions are met, the substituted
real property or improvements or equipment located thereon shall be subject
to this Lease in all respects. If all the conditions in this Section 14.3 are
met, the Fiscal Agent is authorized and directed to accept such substituted
real property or improvements or equipment located thereon for all or any
portion of the Facilities for all purposes of the Lease, the Base Lease and
the Fiscal Agent Agreement, and Exhibit A to such Lease, Base Lease and
Fiscal Agent Agreement shall be revised to reflect such substitution of real
property or improvements or equipment located thereon.
Section 14.4. Release of Facilities. If the City is not in default under any of the
provisions of this Lease, the Base Lease or the Fiscal Agent Agreement, the City may
release one or more of the parcels described in Exhibit A from the Land and its related
portion of the City Hall Building described in Exhibit B under the following conditions:
(a) the City shall have provided to the Fiscal Agent a certificate of an
Independent Appraiser, dated not more than sixty (60) days prior to the date
of the proposed release, stating that, in the opinion of such Independent
Appraiser, the release will not leave the remainder of the Land and the City
Hall Building with an appraised value of less than 125% of the Outstanding
Certificates;
(b) the Agency consents in writing to such release;
(c) the Rating Agency consents in writing to such release; and
(d) the City shall have delivered to the Fiscal Agent an opinion of nationally
recognized Bond Counsel that such release will not cause the interest on the
Certificates to become includable in gross income for federal income tax
purposes under the Code.
Section 14.5. Net Lease. The parties hereto agree. (a) that the Lease' shall be
deemed and construed to be a "net lease," (b) that the Lease Payments are designed to
provide the Agency and the Fiscal Agent funds adequate in amount to pay all principal
of, premium, if any, and interest represented by the Certificates as the same become due
and payable during any Fiscal Year, (c)that to the extent that the amount of Lease
Payments is not sufficient to provide the .Agency and the Fiscal Agent with funds
sufficient for the purposes aforesaid, the City shall be obligated to pay, and it does
hereby covenant and agree to pay, upon demand therefor, as Additional Payments, such
further sums of money, in cash, as may from time to time be required for such purposes
during any Fiscal Year, and (d) that if after the principal of, premium, if any, and
interest represented by the Certificates and all costs incident to the payment of the
Certificates- have been paid in full the Fiscal Agent or the Agency holds unexpended
funds received in accordance with the terms hereof, such unexpended funds shall, after
-29-
payment therefrom of all sums then due and owing by the City under the terms of the
Lease, and except as otherwise provided in the Lease and the Fiscal Agent Agreement,
become the absolute property of and be paid over forthwith to the City. agreement
Section 14.6. No Pecuniary Liability. No provision, covenant Ncatesq or ag or any
contained in the Lease, the Fiscal Agent Agreement or the or the Ce til thereof, shall
obligation herein or therein imposed
u on thehAgency a,pecuniary liability or a charge
constitute or give rise to or imp P
upon the general credit of the Agency or of the State of California.
Section 14.7. Governing Law. The Lease shall be construed inaccordance
to principles of
accordance with and
governed by the laws of the State of California without giving ef
conflicts of law.
Section 14.8. Binding Effect. The Lease shall be binding upon and shall inure to
the benefit of the Agency and the City and their respective successors and assigns.
If for any reason any provision of the Lease shall be
Section 14.9. Severability. and enforceability of the other
determined to be invalid or unenforceable, the validity
provisions hereof shall not be affected thereby. executed
Section 14.10. Execution in Counterparts. The Lease may be
simultaneously in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute but one and the same instrument.
-30-
IN WITNESS WHEREOF, the parties hereto have caused the Lease to be executed in
their respective corporate names and attested by their duly authorized officers, all as of
the date first above written.
(SEAL)
ATTEST:
(SEAL)
ATTEST:
Secretary
Clerk
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
By:
Chairman
CITY OF SANTA CLARITA, CALIFORNIA
By:
-31-
Mayor
ACKNOWLEDGMENT
STATE OF CALIFORNIA }
SS:
COUNTY OF )
BE IT REMEMBERED that on this day of , 1991,
before me, the undersigned, a Notary Public in and for the County and State aforesaid,
came , Chairman of Redevelopment Agency of the City of Santa
Clarita, a public body duly organized and existing under the laws of the State of
California, and , Secretary of said agency, who are personally
known to me to be the same persons who executed the foregoing instrument of writing as
such officers, and said , as Chairman of said agency, duly
acknowledged the execution of the same to be the act of the agency; and ,
Secretary of said agency duly acknowledged the attestation of the same for and on behalf
of said corporation, and affixed thereto the seal of the corporation.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal, the day -and year last above written.
My Commission Expires:
-32-
Notary Public
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
SS:
COUNTY OF )
BE IT REMEMBERED that on this day of , 19919
before me, the undersigned, a Notary Public in and for the County and State aforesaid,
came , Mayor of the City of Santa Clarita, California, a municipal
corporation duly organized and existing under the laws of the State of California, and
, City Clerk of said corporation, who are personally known to me to
be the same persons who executed the foregoing instrument of writing as such officers,
and said , as Mayor of said corporation, duly acknowledged the
execution of the same to be the act of the corporation; and ,
City Clerk of said corporation duly acknowledged the attestation of the same for and on
behalf of said corporation, and affixed thereto the seal of the corporation.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal, the day and year last above written.
My Commission Expires:
-33-
Notary Public
THE LAND
CITY HALL BUILDING
EXIHBIT C
THE P$QXECT
DEFINITIONS
S-CLR3-101) BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
DEFINITIONS
"Acquisition Fund" means the fund by that name created in Section 501 of the
Fiscal Agent Agreement.
"Act" means the Civil Code of the State of California, Section 718 and any
amendments thereto.
"Additional Certificates" means any additional Certificates executed pursuant to
Section 209 of the Fiscal Agent Agreement.
"Additional Payments" means the additional payments described in Section 5.3 of
the Lease.
"Agency" shall mean the Redevelopment Agency of the City of Santa Clarita, a
redevelopment ,agency and public body, corporate and politic, created pursuant to the
Community Redevelopment Law, or any body, agency or instrumentality which shall
hereafter succeed to the powers, duties and functions of the Agency.
"Agency Agreement" means the Agency Agreement dated as of October 1, 1991, by
and between the City and the Agency.
"Authority" means the Santa Clarita Public Financing Authority.
"Authorized Agency Representative" means the Executive Director for the Agency,
or such other person at the time designated to act on behalf of. the Agency as evidenced
by written certificate furnished to the City and the Fiscal Agent containing the specimen
signature of such person and signed on behalf of the Agency by the Chairman of the
Agency. Such certificate may designate an alternate or alternates, each of whom shall
be entitled to perform all duties of the Authorized Agency Representative.
"Authorized City Representative" means the Director of Finance, for the City, or
such other person at the time designated to act on behalf of the City as evidenced by
written certificate furnished to the Agency and the Fiscal Agent containing the specimen
signature of such person and signed on behalf of the City by the Mayor of the City. Such
certificate may designate. an alternate or alternates, each of whom shall be entitled to
perform all duties of the Authorized City Representative.
"Base Lease" means that Base Lease dated as of October 1, 1991, by and between
the City, as lessor, and the.Agency, as lessee, whereby the Agency acquired a leasehold
interest in the Facilities.
"Certificate Owner" means the registered owner of any Certificate executed under
the Fiscal Agent Agreement.
"Certificate Registrar" means the Fiscal Agent and any bank or trust company as
successor designated pursuant to the Fiscal Agent Agreement as certificate registrar for
D-1
any series of Certificates and at which Certificates shall be registered.
"Certificates" means the initial series of Certificates of Participation (City Hall
Project), aggregating the principal amount of $ executed pursuant to
Section 208 of the Fiscal Agent Agreement.
"City" means the City of Santa Clarita, California, a municipal corporation and
general law city organized and existing under the laws of the State of California.
"City Hall Building" means the buildin and related f 'li i located upon the Land
described in Exhibit B to the Fiscal Agent Agreement.
"Closing Date" means October , 1991, or such later date as agreed upon by the
parties hereto.
"Code" means the Internal Revenue Code of 1986, as amended, together with any
regulations promulgated thereunder by the United States Department of the Treasury,
and the regulations promulgated under the predecessor to the Code, the Internal Revenue
Code of 1954, as amended.
"Completion Date" means the date of completion of the acquisition of the
Facilities established as such pursuant to Section 4.3 of the Lease.
"Costs of Issuance Fund" means the fund by that name created in Section 501 of.the
Fiscal Agent Agreement.
"Event of Default" means (a) with respect to the Fiscal Agent Agreement any
Event of Default as described in Section 901 of the Fiscal Agent Agreement, and (b) with
respect to the Lease any Event of Default as described in Section 12.1 of the Lease.
"Excess Investment Earnings" means an amount equal to the sum of —
(a) The excess of --
(1) the amount
earned on all Nonpurpose Investments
(other than
investments
attributable to
an excess described in this
paragraph),
over
(2) the amount
which would
have been earned if such
Nonpurpose
Investments
were invested
at a rate equal to the yield
on the
Certificates,
plus
(b) Any income attributable to the excess described in subparagraph (a) above.
"Facilities" means the Santa Clarita City Hall, consisting of.the Land and the City
Hall Building described in Exhibits Aand B, respectively, attached to the Fiscal Agent
Agreement, including all buildings, structures, improvements and fixtures located
thereon, any Facilities Additions, and all additions, modifications and improvements
made to the Facilities pursuant to the Lease, as they may at any time exist; and any
substitute therefor pursuant to Section 1403 of the Fiscal Agent Agreement.
D-2
"Facilities Additions" means all additions, improvements, extensions, alterations,
expansions or modifications of the Facilities or any part thereof financed with the
proceeds of Additional Certificates executed pursuant to Section 209 of the Fiscal.Agent
Agreement.
"Fiscal Agent" means the -Treasurer of the Authority and its successor or successors
and any other corporation which at the time may be substituted in its place pursuant to
and at the time serving as Fiscal Agent under the Fiscal Agent Agreement.
"Fiscal Year" means the fiscal year adopted by the Agency and the City for
accounting purposes, which as of the execution of the Fiscal Agent Agreement
commences on July 1 of each year and ends on June 30 of the following year.
"Full Insurable Value" means the actual replacement cost of the Facilities less
physical depreciation and exclusive of land, excavations, footings, foundations and
parking lots.
"Government Securities" means (1) direct obligations of, or obligations the payment
of the principal of and interest on which are unconditionally guaranteed by, the United
States of America or agencies of the United States of America secured by such
obligations or (2) obligations of the various states of the United States or their political
subdivisions which have been refunded in advance of their stated maturities, with
obligations described in (1) hereof held in escrow for the payment of the principal of and
the interest on such obligations and which carry the highest credit rating available from
Moody's Investors Service or Standard do Poor's Corporation.
"Fiscal Agent Agreement" means the Fiscal Agent Agreement dated as of
October 1, 1991, by and between the Agency and the Fiscal Agent as from time to time
amended and supplemented by Supplemental Fiscal Agent Agreements in accordance with
the provisions of Article XI of the. Fiscal Agent Agreement.
"Independent Appraiser" means an appraiser or firm of appraisers qualified to act
as an appraiser of real property and improvements thereto, who or which is not a full-
time employee of either the Agency or the City.
"Insurance Consultant" means a person or firm who is not an employee or officer of
either the City or the Agency, qualifiedto survey risks and to recommend insurance
coverage for governmental facilities and equipment of the type involved, and having a
favorable. reputation for skill and experience in such surveys and such recommendations.
"Land" means the parcels of real property described on Exhibit A to the Fiscal
Agent Agreement.
"Lease" means the Lease Agreement .dated as of October 1, 1991, by and between
the Agency, as lessor, and the City, as lessee, as from time to time amended and
supplemented in accordance with the provisions thereof and of Article XII of the Fiscal
Agent Agreement.
"Lease Term" means the period from the effective date of the Lease until the
expiration thereof pursuant to Section 3.2 thereof.
"Lease Payments" means the payments described in Section 5.1 of the Lease.
D-3
"Net Proceeds" means, when used with regard to any insurance or condemnation
aities, thegross proceeds from the insurance or
award with respect to the ayment of all expenses (including attorneys' fees,
condemnation award less the p Y
Agent)incurred in the
Agent's fees and any extraordinary expenses of the Fiscal
collection of such gross proceeds.
"Nonpurpose Investment" means any investment property which:
(a) is acquired with the gross proceeds of the. Certificates, and
(b) is not acquired in order to carry out the governmental purpose of the
Certificates.
"original Purchaser" means the Authority. as of any
"outstanding" means, when used with reference to Certificates,
particular date of determination, all Certificates theretofore executed and delivered
under the Fiscal Agent Agreement, except:
(a) Certificates theretofore cancelled by the Fiscal Agent or delivered to the
Fiscal Agent for cancellation; provisions of
(b) Certificates deemed to be paid in accordance with the
Sectio of the Fiscal Agent Agreement; and
(c) Certificates in exchange for or in lieu of which other
ent Agreement es have been
executed and delivered pursuant to the Fiscal Ag
"owner" shall have the same meaning as the term "Certificate Owner:'
"Paying Agent" means the Treasurer of the Authority and any bank or trust
as its successor designated pursuant to the Fiscal Agent Agreement as paying
company
rinci al of, premium, if any, and
agent for any series of Certificates and at which thea able.
interest represented by any such Certificates shall be p Y represented by
of or
"Payment Date
„ means any date on which princiQaltember115, commencing March
any Certificate is payable which shall be March 15 and Sep
15, 1992. liens for ad valorem
articular time (a) Agent Agreement,
"Permitted Encumbrances" means, as de in uent, (b) the Fiscal Ag
(e) any and all Uniform Commercial Code Financing
taxes and special assessments not then delinquent,
(c)the Base Lease, (d) the Lease, security interest created in connection with the
Statements executed to perfect any utilit access and other easements and
execution and delivery of the Certificates, (f) n conducted on the Land or
rights-of-way, mineral rights, restrictions, exceptions and encumbrances that will no
air the operations being irregularities,
materially interfere with he imp and (g) such minor defects,
easements granted to the Agency, and clouds on title as normally
encumbrances, easements, mechanic's liens, rights-of-way
D-4
exist with respect to properties similar in character to the Facilities and affected
thereby for the purpose for which it was acquired or is held by the Agency.
"Permitted Investments" means any of the following securities, if and to the extent
the same are at the time legal for investment of the Agency's and the City's funds:
(a) Government Securities;
(b) direct and general obligations of the State of California, to the payment of
the principal of and interest on which the full faith and credit of such State
is pledged, provided that at the time of their purchase under the Fiscal
Agent Agreement such obligations are rated in either of the two highest
rating categories by a nationally recognized bond rating agency;
(c) certificates of deposit or time deposits, whether negotiable or
nonnegotiable, issued by any bank or trust company organized under the laws
of any state of the United States of America or any national banking
association (including the Fiscal Agent), or any federal savings and loan
association provided that each institution is rated A or better by Moody's
Investors Service or Standard & Poor's Corporation and provided that the
principal amount of such certificates of deposit or time deposits shall be
either (1) continuously and fully insured by the Federal Deposit Insurance
Corporation, or (2) continuously and fully secured by such securities as are
described above in clauses (a) and (b); which shall have a market value
(exclusive of accrued interest) at all times at least equal to the principal
amount of such certificates of deposit or time deposits and shall be lodged
with the Fiscal Agent, as custodian, by the bank, trust company, national
banking association or federal savings and loan association issuing such
certificates of deposit or time deposits,' and the bank, trust company,
national banking association or federal savings and loan association issuing
each such certificate of deposit or time deposit required to be so secured
shall furnish the Fiscal Agent an undertaking satisfactory to the Fiscal
Agent that the aggregate market value of all such obligations securing each
such certificate of deposit or time deposit will at all times be an amount
equal to the principal amount of each such certificate of deposit or time
deposit and the Fiscal Agent shall be entitled to rely on each such under-
taking;
(d) Overnight investments in units of a taxable government money-market
portfolio restricted to obligations issued or guaranteed by the full faith and
credit of the United States Government and repurchase agreements.
collateralized in possession by such obligations; and
(e) Bonds, debentures and notes issued by corporations organized and operating
within the United States secured by a direct pay letter of credit and rated
by a nationally recognized rating service at the highest. short term rating
category with a maturity not exceeding seven (7) days.
"Prepayment Option Price" means the price payable by the City for the prepayment
of all Lease Payments as defined in Section 11.2 of the Lease.
D-5
"Principal and Interest Fund" means the fund by that name created in Section 501
of the Fiscal Agent Agreement.
"Project" OMeans that portion of Gtb-e Facilities financed with the proceeds of the
Certificates.
"Project Costs" means all costs of acquiring the Project including the following:
(a) all costs and expenses necessary or incident to the acquisition of the
Project;
(b) fees and expenses of appraisers, surveyors and engineers for estimates,
surveys, soil borings and soil tests and other. preliminary investigations and
items necessary to the acquisition of the Project and the performance of all
other duties of appraisers, surveyors and engineers in relation to the
acquisition of the Project or the issuance of the Certificates;
(c) expenses of administration, underwriting expenses, legal fees and expenses,
fees and expenses of accountants and other consultants, publication and
printing expenses, recording fees and expenses for the registration and
recording of any security document, fees and expenses of the Fiscal Agent,
to the extent that said fees and expenses are necessary or incident to the
execution and delivery of the Certificates or the acquiring of the Project;
(d) all other items of expense not elsewhere specified in this definition as may
be necessary or incident to: (1) the authorization, execution and delivery of
the Certificates; (2) the acquiring of the Project; and (3) the financing
thereof; and
(e) reimbursement to the City or those acting on its behalf for any of the above
enumerated costs and expenses incurred and paid by it before or after the
execution of the Lease.
"Rating Agency" means
"Rebate Fund" means the fund by that name created in Section 501 of the Fiscal
Agent Agreement.
"Record Date" means the first (1st) day of the month preceding any Payment Date,
whether or not such day is a -business day, except that the first Record Date shall be
March 1, 1992.
"Supplemental Fiscal- Agent Agreement" means any Fiscal Agent Agreement
supplemental or amendatory to the Fiscal Agent Agreement entered into by the Agency
and the Fiscal Agent pursuant to Article XI of the Fiscal Agent Agreement.
"Taxable Lease Payments" means the lease payments attributable to the portion of
the Facilities used for private uses and described in Section 5.2 of the Lease.
"Treasurer" means the Director of Finance of the City, or such other person who is
acting in the capacity of the treasurer of the Authority.
IM
"Yield" means yield as defined in Section 148(h) of the Code, and the regulations
promulgated thereunder.
D-7
r
FORM OF REQUISITION CERTIFICATE
Requisition No.
Date:
REQUISITION CERTIFICATE
TO: TREASURER OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY, AS
FISCAL AGENT UNDER THE FISCAL AGENT AGREEMENT DATED AS OF
OCTOBER 1, 1991, BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE
CITY OF SANTA CLARITA (THE "AGENCY") AND THE FISCAL AGENT, AND
THE LEASE AGREEMENT DATED AS OF OCTOBER 1, 1991, BY AND BETWEEN
THE AGENCY AND THE CITY OF SANTA CLARITA, CALIFORNIA
The undersigned hereby request that the following amounts be paid to the following
payees for the following Facilities Costs as defined in said Lease:
Amount Payee and Address
Description
We hereby state and certify that the amounts requested are or were necessary and
appropriate in connection with the acquiring of the Facilities have been properly incurred
and are a proper charge against the Acquisition Fund, and have been paid by or are justly
due to the persons whose names and addresses are stated above, have not been the basis
of any previous requisition from the Acquisition Fund, and that such amounts are subject
to capitalization for federal income tax purposes to the extent required by Revenue
Procedure 82-26.
REDEVELOPMENT AGENCY OF
THE CITY OF SANTA CLARITA
By:
LEASE PAYMENTS
S-CLR3-12
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of Santa Clarita
Carl K. Newton, City Attorney
c/o Burke, Williams & Sorensen
611 West Sixth Street, 25th Floor
Los Angeles, California 90017
BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2,' SEPTEMBER 3, 1991
This transaction is exempt from California Documentary Transfer Tax pursuant to
Section 11922 of the California Revenue and Taxation Code. This document is recorded
for the benefit of the City of Santa Clarita, California and recording is fee -exempt under
Section 6103 of the California Government Code.
MEMORANDUM OF LEASE AGREEMENT
THIS MEMORANDUM OF LEASE AGREEMENT, dated as of October 1, 1991 (the
"Lease"), by and between the REDEVELOPMENT AGENCY OF THE CITY OF SANTA
CLARITA, a redevelopment agency, duly organized and existing under the laws of the
State of California (the "Agency"), and THE CITY OF SANTA CLARITA, CALIFORNIA,
a municipal corporation and general law city of the State of California (the "City");
WITNESSETH:
That the Agency by these presents hereby rents, leases and lets unto the City and
the City hereby rents, leases and hires from the Agency, for the rentals, and upon and
subject to the terms and conditions set forth in a certain Lease Agreement dated
concurrently herewith (the "Lease Agreement"), certain parcels of real property in the
City described on Exhibit "A" attached hereto (the "Land'), and a building and related
facilities upon the Land described on Exhibit "B" attached hereto (the "City Hall
Building") (the Land and the City Hall Building together herein referred to as the
"Facilities"), for a base term of approximately thirty J301 years, commencing on October
, 1991, and terminating on October 1, 2021!$, unless earlier or later terminated as set
forth in the Lease Agreement.
The City is given the right and option under the provisions of the Lease Agreement
to prepay the Lease Payments or portions thereof at the time and in the manner
described in the Lease Agreement.
The covenants, agreements and conditions contained herein and in the Lease
Agreement shall run with the property leased and shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
The Lease Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument, and at least one copy of which is on deposit
with the Santa Clarita Public Financing Authority, as Fiscal Agent with respect to the
Lease Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Lease
to be executed in their respective corporate names and attested by their duly authorized
officers, all as of the date first above written.
(SEAL)
ATTEST:
(SEAL)
Secretary
City Clerk
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA CLARITA
By:
Chairman
CITY OF SANTA CLARITA, CALIFORNIA
By:
Mayor
THE LAND
THE CITY HALL BUILDING
S-CLR3-14 BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA
As Agency
.wk k
SANTA CLARITA PUBLIC FINANCING AUTHORITY
As Fiscal Agent
FISCAL AGENT AGREEMENT
Dated as of October 1, 1991
CERTIFICATES OF PARTICIPATION
(City Hall Building Project)
Evidencing A Proportionate Interest Of The Owners Thereof In
Lease Payments To Be Made By The
CITY OF SANTA CLARITA
(Los Angeles County, California)
To The
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA
S-CLR3-14 BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. N2, SEPTEMBER 3, 1991
FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT dated as of October 1, 1991 (the "Fiscal Agent
Agreement"), by and between the REDEVELOPMENT AGENCY OF THE CITY OF
SANTA CLARITA, a redevelopment agency duly organized and existing under the laws of
the State of California (the "Agency"), and the SANTA CLARITA PUBLIC FINANCING
AUTHORITY, a joint exercise of powers authority, duly organized and existing under the
laws of the United States of America, as Fiscal Agent (the "Fiscal Agent");
WITNESSETH:
WHEREAS, the Agency is authorized to transact business and exercise its powers,
all under and pursuant to the Community Redevelopment Law contained in Part 1 of
Division 24, commencing with Section 33000 of the Health and Safety Code of the State
of California, as amended (the "Law"); and
WHEREAS, pursuant to and in accordance with the Law, the Agency has the power
to authorize certificates of participation for any of its corporate purposes and to provide
for the repayment and security thereof with lease payment revenues; and
WHEREAS, the City of Santa Clarita, California (the "City"), as lessor, and the
Agency, as lessee, have entered. into a Base Lease dated as of October 1, 1991 (the "Base
Lease"), whereby the City granted to the Agency a leasehold interest in a building and
facilities related thereto, a portion to be used as the Santa Clarita City Hall (the "City
Hall Building") and certain real property related thereto (the "Land") (the Land and the
City Hall Building fully described on Exhibit A and Exhibit B attached hereto) (the Land
and the City Hall .Building together hereinafter referred to as the "Facilities"); and
WHEREAS, the Agency, as lessor, and the City; as lessee, for the purposes of
financing the acquisition of a portion of the Facilities to be used by the City (the
"Project"), (as more fully described on Exhibit C attached hereto) have entered into a
Lease Agreement dated as of October 1, 1991 (the "Lease"), whereby the City has leased
from the Agency the Facilities; and
WHEREAS, pursuant to the Lease, and subject to the right of the City to terminate
the Lease and other limitations as therein provided, the City will pay certain Lease
Payments and Additional Payments (as such terms are defined in the Lease) in considera-
tion for the City's right to use the Project; and
WHEREAS, the City and the Agency wish to provide funds for the Project by the
execution and delivery of Certificates of Participation (City Hall Building Project)
Evidencing A Proportionate Interest Of The Owners Thereof In Lease Payments To Be
Made By The City Of Santa Clarita (Los Angeles County, California) To The
Redevelopment Agency Of The City Of Santa Clarita (the "Certificates") in the
aggregate principal amount of $ ; and
WHEREAS, pursuant to this Fiscal Agent Agreement, the Agency's right to receive
the Lease Payments, and rights to receive certain other payments as provided herein and
in the Lease (with certain exceptions as provided herein and in the Lease), have been
assigned to the Fiscal Agent; and
WHEREAS, pursuant to this Fiscal Agent Agreement, the Agency has also granted
to the Fiscal Agent a security interest in the Facilities; and
WHEREAS, there will be executed and delivered by the Fiscal Agent pursuant to
this Fiscal. Agent Agreement one or more Certificates, evidencing the proportionate
interests in rights to receive Lease Payments and certain other payments, which rights
have been assigned by the Agency to the Fiscal Agent; and
WHEREAS, the Fiscal Agent has entered into this Fiscal Agent Agreement for and
on behalf of the Certificate Owners, and will hold its rights herein, including its rights
with respect to the Facilities, except as otherwise specifically provided herein, for the
equal and proportionate benefit of the Certificate Owners, and will disburse moneys
received by the Fiscal Agent in accordance with this Fiscal Agent Agreement; and
WHEREAS, the Board of Directors of the Agency has heretofore adopted
Resolution No. on September , 1991 authorizing the Agency to (a) enter
into the Base Lease for the Facilities; (b) enter into the Lease with the City under which
the Agency will cause the proceeds of the Certificates to be used to acquire the Project;
(e)lease the Facilities to the City in consideration of lease payments and additional
payments by the City which, with respect to lease payments for the Project, are to be
sufficient, during the Lease Term, to pay the principal of, redemption premium, if any,
and interest represented by the Certificates as the same become due; (d) enter into this
Fiscal Agent Agreement with the Fiscal Agent for the purpose of assigning to the Fiscal
Agent all of the Agency's right, title and interest in and to the Lease and the Lease
Payments; and (e) direct the Fiscal Agent to execute and deliver to the initial purchasers
thereof, the Certificates in the aggregate principal amount of $ payable
from the Lease Payments as hereinafter described, for the purpose of providing funds to
acquire a portion of the Facilities; and
WHEREAS, all things necessary to make the Certificates, when executed by the
Fiscal Agent as provided in this Fiscal Agent Agreement, the legal, valid and binding
assignments of proportionate interests in rights to receive Lease Payments and certain
other payments, as herein provided, and to constitute this Fiscal Agent Agreement a
valid, binding and legal instrument for the.security of the Certificates in accordance
with its terms, have in all respects been duly authorized; and
NOW, THEREFORE, THIS FISCAL'AGENT AGREEMENT WITNESSETH:
-2-
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to any words and terms
defined elsewhere in this Fiscal Agent Agreement, capitalized words and terms used in
this Fiscal Agent Agreement shall have the meanings given to such words and terms as
set forth on Exhibit D attached hereto.
Section 102. Rules of Interpretation.
(a) Unless the context shall otherwise indicate, the words importing the singular
number shall include the plural and vice versa, and words importing persons
shall include firms, associations and corporations, including public bodies, as
well as natural persons.
(b). All references in this Fiscal Agent Agreement to designated "Articles,"
"Sections" and other subdivisions are, unless otherwise specified, to the
designated Articles, Sections and subdivisions of this Fiscal Agent
Agreement as originally executed. The words "herein," "hereof,"
"hereunder" and other words of similar import refer to this Fiscal Agent
Agreement as a whole and not to any particular Article, Section or
subdivision.
ARTICLE II
THE CERTIFICATES
Section 201. Authorization of the Certificates.
(a) There shall be executed and secured by this Fiscal Agent Agreement
Certificates in the aggregate principal amount of $ for the
purpose of providing funds to pay the costs of acquiring the Project, which
Certificates shall be designated "Certificates of Participation (City.Hall
Building Project) Evidencing A Proportionate Interest Of The Owners
Thereof In Lease Payments To Be Made By The City of Santa Clarita (Los
Angeles County, California) To The. Redevelopment Agency Of The City Of
Santa Clarita". The Certificates shall be dated October 1, 1991, shall
become due on August 15 in the years and in the respective principal
amounts (subject to prior redemption as hereinafter provided in Article III),
and shall bear interest at the respective rates per annum, as follows:
-3-
MATURITY SCHEDULE
Maturity Principal Interest
August 15 Amount Rate
1992 $ %
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2011
2021
The Certificates shall represent interest (computed on the basis of a 360 -day year
of twelve 30 -day months) from their date provided that interest with respect hereto shall
be payable from the interest Payment Date next preceding the date of registration of the
Certificate (unless the Certificate is registered on an interest Payment Date, in which
event interest shall be payable from such date of registration, or unless the Certificate is
registered after the close of business on the first (1st) day of the month preceding an
interest Payment Date and before the following interest Payment Date, in which event
interest shall be payable from such following interest Payment Date, or unless the
Certificate is registered prior to February 1, 1992, in which event interest shall be
payable from October 1, 1991, payable on February 15 and August 15 in each year,
beginning February 15, 1992.
(b) The Fiscal Agent is hereby designated as the Agency's Paying Agent for the
payment of the principal of, premium, if any, and interest represented by
the Certificates.
(c) The Certificates shall be delivered to the Fiscal Agent for execution
substantially in the form and manner set forth in Article IV hereof, but prior
to or simultaneously with the execution and delivery of the Certificates by
the Fiscal Agent, there shall be filed with the Fiscal Agent the following:
(1) An original or certified copy of the Resolution adopted by the Agency
authorizing the execution and delivery of the Certificates and the
execution of this Fiscal.Agent Agreement, the Base Lease, the Lease
and the Agency Agreement;
-4-
(2) An original or certified copy of the Resolution adopted by the City
Council of the City approving the execution and delivery of the
Certificates and authorizing the execution of the .Base Lease, the
Agency Agreement and the Lease;
(3) An original executed counterpart of this Fiscal Agent Agreement;
(4) An original executed counterpart of the Base Lease;
(5) An original executed counterpart of the Lease;
(6) An original executed counterpart of the Agency Agreement;
(T) A request and authorization to the Fiscal Agent on behalf of the
Agency, executed by an officer of the Agency, to execute the
Certificates and to deliver the Certificates to the purchasers therein
identified upon payment to the Fiscal Agent, for the account of the
Agency, of the purchase price therefor. The Fiscal Agent shall be
entitled to conclusively rely upon such request and authorization as to
the names of the purchasers and the amount of such purchase price;
(S) An - opinion of counsel nationally recognized on the subject of
municipal bonds to the effect that the Lease Payments constitute
valid and legally binding obligations of the City and that, to the
extent permitted by law, that portion of the Lease Payment repre-
senting interest is exempt from present State of California personal
income taxes and is excludable from gross income for federal income
tax purposes; and
(9)Such other certificates, statements, receipts and documents as the
Fiscal Agent shall reasonably require for the delivery of the
Certificates.
(d) When the documents specified in subsection (c) of this Section shall have
been filed with the Fiscal Agent, and when the Certificates shall have been
executed as required by this Fiscal Agent Agreement, the Fiscal Agent shall
deliver the Certificates to or upon the order of the purchasers thereof, but
only upon payment to the Fiscal Agent of the purchase price of the Certifi-
cates. The proceeds of the sale of the Certificates, including accrued
interest and premium thereon, if any, shall be immediately paid over to the
Fiscal Agent, and the Fiscal Agent shall deposit such proceeds in accordance
with Article V hereof.
Section 202. Limited Obligations.
(a) The Certificates and the interest represented thereby are payable solely out
of the Lease Payments (including, in certain circumstances, Certificate
proceeds and income from the temporary investment thereof, and Net
Proceeds from insurance, performance bonds and condemnation awards, Net
-5-
Proceeds received as a consequence of foreclosure and sale of the Facilities)
and are secured by a pledge and assignment of such Lease Payments to the
Fiscal Agent in favor of the Owners of the Certificates, as provided in this
Fiscal Agent Agreement and the Lease. The Certificates and the interest
thereon shall not constitute a debt or liability of the City or of the State of
California or of any political subdivision thereof, and the Certificates shall
not constitute an indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction.
(b) No provision, covenant or agreement contained in this Fiscal Agent
Agreement or the Certificates, or any obligation herein or therein imposed
upon the Agency, or the breach thereof, shall constitute or give rise to or
impose upon the Agency a pecuniary liability or a charge upon its general
credit. In making the agreements, provisions and covenants set forth in this
Fiscal Agent Agreement, the Agency has not obligated itself except with
respect to the Facilities and the application of the payments, rents,
revenues and receipts therefrom as hereinabove provided. Any person
executing the Certificates shall not be liable personally on the Certificates
by reason of the execution thereof.
Section 203. Denomination, Numbering and Dating of Certificates.
(a) The Certificates shall be executed in the form of fully registered
Certificates without coupons in the denomination of $5,000 or any integral
multiple thereof. The Certificates shall be substantially in the form set
forth in Exhibit E hereto.
(b) The Certificates of each series of Certificates shall be numbered as
determined by the Fiscal Agent.
(c) The Certificates shall be dated as provided in Section 201 of this Fiscal
Agent Agreement. The Certificates of each subsequent series of
Certificates shall be dated as provided in the Supplemental Fiscal Agent
Agreement authorizing such additional series of Certificates.
Section 204. Method and Place of Payment of Certificates.
(a) The principal of, redemption premium, if any, and interest represented by
the Certificates shall be payable in lawful money of the United States of
America.
(b) The principal of and redemption premium, if any, represented by all
Certificates shall be payable at maturity or upon earlier redemption to the
persons in whose names such Certificates are registered at the maturity or
redemption date thereof, upon the presentation and surrender of .such
Certificates at the Office of the Fiscal Agent or at the principal corporate
trust office of any Paying Agent named in the Certificates.
-6=
(c) The interest payable on each Certificate on any Payment Date shall be paid
by check or draft mailed by first class mail by the Fiscal Agent to the
person in whose name such Certificate is registered at the close of business
on the Record Date for such interest, which shall be the first (1st) day
(whether or not a business day) of the calendar month preceding such
Payment Date, or, at the option of the Owner of not less than $1,000,000
aggregate principal amount of Certificates, by wire transfer to an account
in the continental United States if such Owner shall provide the Fiscal Agent
written wire transfer instructions at least fifteen (15) days prior to the
applicable Record Date.
Section 205. Execution of Certificates. The Certificates shall be executed on
behalf of the Fiscal Agent by the manual signature of its authorized officer. Incase any
officer whose signature thereof appears on any Certificates shall cease to be such officer
before the delivery of such Certificates, such signature thereof shall nevertheless be
valid and sufficient for all purposes, the same as if such person had remained in office
until delivery. Any Certificate may be signed by such persons who at the actual time of
the execution of such Certificate shall be the proper officers to sign such Certificate
although at the date of such Certificate such persons may not have been such officers.
Section 206. Registration, Transfer and Exchange of Certificates.
(a) The Fiscal Agent is hereby appointed Certificate Registrar and as such shall
keep books for the registration and for the transfer of Certificates as
provided in this Fiscal Agent Agreement.
(b) Any Certificate may be transferred only upon the books kept for the
registration and transfer of Certificates upon surrenderthereof to the Fiscal
Agent duly endorsed for transfer or accompanied by an assignment duly
executed by the registered owner or the registered owner's attorney or legal
representative in such form as shall be satisfactory to the Fiscal Agent.
Upon any such transfer, the Fiscal Agent shall execute and deliver in
exchange for such Certificate a new fully registered Certificate or
Certificates, registered in the name of the transferee, of any denomination
or denominations of the same maturity authorized by this Fiscal Agent
Agreement, and bearing interest at the same rate.
(c) Any Certificate, upon surrender thereof at the Office of the Fiscal Agent,
together with an assignment duly executed by the registered owner or the
registered owner's attorney or legal representative in such form as shall be
satisfactory to the Fiscal Agent, may, at the option of the registered owner
thereof, be exchanged for Certificates of the same series and maturity. of
any denomination or denominations authorized by this Fiscal Agent
Agreement, and bearing interest at the same rate.
(d) In all cases in which Certificates shall be exchanged or transferred
hereunder, the Fiscal Agent shall execute and deliver Certificates in
accordance with the provisions of this Fiscal Agent Agreement. All
Certificates surrendered in any such exchange or transfer shall forthwith be
cancelled by the Fiscal Agent. The Agency or the Fiscal .agent may make a
-7-
charge to the Certificate Owner requesting the same -for every such
exchange or transfer of Certificates sufficient to reimburse it for any tax or
other governmental charge required to be paid with respect to such
exchange or transfer, and such charge shall be paid before any such new
Certificate shall be delivered. The cost of printing the Certificates will be
paid for by the Agency as will the cost of registration for the initial
Certificate Owner. The fees and charges of the Fiscal Agent for making any
transfer or exchange thereafter and the expense of any Certificate printing
necessary to effect such transfer or exchange shall be paid by the City in
accordance with a schedule of fees agreed to between the City and the
Fiscal Agent.
(e) The Fiscal Agent shall not be required to register the transfer or exchange
of any Certificate (1) between fifteen (15) days prior to selection of
Certificates for redemption and the date of mailing notice of redemption
and (2) selected for redemption.
Section 207. Persons Deemed Owners of Certificates. The. person in whose name
any Certificate shall be registered as shown on the registration books required to be
maintained by the Fiscal Agent shall be deemed and regarded as the absolute -owner
thereof for all purposes, and payment of or on account of the principal of and premium,
if any, and interest represented by any such Certificate shall be made only to or upon the
order of the registered owner thereof or the registered owner's legal representative. All
such payments shall be valid and effectual to satisfy and discharge the liability upon such
Certificate,- including the interest thereon, to the extent of the sum or sums so paid.
Section 208. Authorization of Additional Certificates. The Agency expressly
reserves the right to issue, to the extent permissible under applicable law, obligations
under another or supplemental Fiscal Agent Agreement or Fiscal Agent Agreements to
provide additional funds to the City with respect to the Facilities, or to refund all or any
principal amount of the Certificates, or any combination of the foregoing.
Section 209. Mutilated, Lost, Stolen or Destroyed Certificates. In the event any
Certificate shall become mutilated, or be lost, stolen or destroyed, the Fiscal Agent shall
execute and deliver a new Certificate of like series, date and tenor as the Certificate
mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated
Certificate, such mutilated Certificate shall first be surrendered to the Fiscal Agent,
and in the case of any lost, stolen or destroyed Certificate, there shall be first furnished
to the Agency, the City and the Fiscal Agent evidence of such loss, theft or destruction
satisfactory to the Agency, the City and the Fiscal Agent, together with indemnity
satisfactory to them. In the event any such Certificate shall have matured or has been
called for redemption, the Fiscal Agent may, instead of executing a substitute
Certificate, pay or authorize the payment of the same without surrender thereof. Upon
the execution of any substitute Certificate, the Agency, the City and the Fiscal Agent
may require the payment of an amount sufficient to reimburse the Agency, the City and
the Fiscal Agent for any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable fees and expenses incurred in connection
therewith from the Certificate Owner.
-8-
Section 210. Cancellation and Destruction of Certificates upon Payment.
(a) All Certificates which have been paid or redeemed or .which the Fiscal
Agent has purchased or which have otherwise been surrendered to the Fiscal
Agent under this Fiscal Agent Agreement, either at or before maturity, shall
be cancelled by the Fiscal Agent immediately upon the payment, redemption
or purchase of such Certificates and the surrender thereof to the Fiscal
Agent.
(b) All Certificates cancelled under any of the provisions of this Fiscal Agent
Agreement shall bedestroyedby the Fiscal Agent. The Fiscal Agent shall
execute a certificate describing the Certificates so destroyed, and shall file
executed counterparts of such certificate with the City.
Section 211. Temporary Certificates. Pending preparation of definitive
Certificates there may be authorized, and upon request of the Agency, the Fiscal Agent
shall execute and deliver, in lieu of definitive Certificates and subject to the same
limitations and conditions as such definitive Certificates, temporary typewritten,
printed, engraved or lithographed certificates, in the form of registered Certificates
without coupons in authorized denominations, substantially in the form of Exhibit E
hereto and with such appropriate omissions, insertions and variations as may be required
with respect to such temporary Certificates.
If temporary Certificates shall be authorized, the Agency shall cause the definitive
Certificates to be prepared and to be executed and delivered to the Fiscal Agent, and the
Fiscal Agent, upon presentation to it at its principal corporate trust office of any
temporary- Certificate, shall cancel the same and execute and deliver in exchange
therefor at the place designated by the Owner, without charge to the Owner thereof, a
definitive Certificate or Certificates of an equal aggregate principal amount, of the
same maturity and bearing interest at the same rate as the temporary Certificate
surrendered. Until so exchanged, the temporary Certificates shall in all respects be
entitled to the same benefit and security of this Fiscal Agent Agreement as the
definitive Certificates to be issued and executed hereunder.
ARTICLE III
REDEMPTION OF CERTIFICATES
Section 301. Redemption of Certificates Generally. The Certificates shall be
subject to redemption prior.to maturity in accordance with the terms and provisions set
forth in this Article. Additional Certificates shall be subject to redemption prior to
maturity in accordance with the terms and provisions contained in this Article and as
may be specified in the Supplemental Fiscal Agent Agreement authorizing such
Additional Certificates.
Section 302. Redemption of the Certificates.
(a) Optional Redemption. The Certificates, including portions thereof,
maturing on August 15, 20_, and thereafter shall be subject to redemption
and payment prior to maturity, upon instructions from the Agency, on
August 15, 20 , and on any Payment Date thereafter, as a whole or in
part, at any time in inverse order of maturity and by lot within a single
maturity, at the respective redemption prices (expressed as percentages of
the principal amount of the Certificates to be redeemed) set out below, plus
accrued interest thereon to the redemption date:
Redemption Dates
August
15,
_ and
February
15, _
August
15,
_ and
February
15,
August
15,
_ and
February
15,
.august
15,
_ and
February
15,
August
15,
_ and
_
each February 15 and August 15 thereafter
Redemption Price
Additionally, the Agency or the City may buy Certificates on the open
market at a price not greater than par plus applicable premium, brokerage
fees and accrued interest.
(b) Mandatory Redemption. In addition, the Certificates maturing on August
15, 2011, and August 15, 2021, (the "Term Certificates") are subject to
mandatory redemption sinking fund redemption in part by lot in the amounts
and on the dates, at a redemption price equal to the principal amount
thereof plus accrued interest thereon to the date fixed for redemption, as
follows:
Term Certificates Maturing August 15, 2011
Sinking Fund
Date Payment
-10-
Sinking Fund
Date Pavment
Term Certificates Maturing August 15, 2021
Sinking Fund Sinking Fund
Date Payment Date Payment
In the event that any Term Certificates are redeemed from funds other than those
attributable to mandatory sinking fund payments, the principal amount of such bonds so
redeemed shall be credited against the remaining mandatory sinking fund payments on a
proportionate basis (as if the Term Certificates of such maturity mature in the years and
in the amounts of the sinking fund payments).
(c) Extraordinary Mandatory Redemption. The Certificates shall be subject to
redemption and payment prior to the stated maturity thereof, as a whole or in
part on any date, at a redemption price of 100% of the principal amount of the
Certificates being .called for redemption, plus accrued interest thereon to the
redemption date, upon the occurrence of any of the following conditions or
events:
(1) if title to, or the use for a limited period of, substantially all of the
Facilities are condemned by any authority having power of eminent
domain; or
(2) if title to substantially all of the Facilities is found to be deficient
or nonexistent to the extent that the efficient utilization of the
Facilities by the City is impaired.
(3) if substantially all of the Facilities are damaged or destroyed by
fire, earthquake or other casualty and are not rebuilt, repaired,
restored or replaced by the City.
(4) if as a result of changes in the Constitution of the State of
California, or of legislative or administrative action by the State of
California or any political subdivision thereof, or by the United
States, or by reason of any action instituted in any court, the Lease
shall become void or unenforceable, or impossible of performance
without unreasonable delay, or in any other way, by reason of such
change of circumstances, unreasonable burdens or excessive
liabilities are imposed on the City or the_Agency.
-11-
Section 303. Selection of Certificates to Be Redeemed.
(a) Certificates shall be redeemed only in the principal amount of $5,000 or any
integral multiple thereof. When less than all of the Outstanding Certificates
of any series are to be redeemed and paid prior to maturity pursuant to
Section 302(a) or Section 302(c) hereof, such Certificates shall be redeemed
in inverse order of maturity, Certificates of less than a full maturity to be
selected by the Fiscal Agent by lot.
(b) In the case of a partial redemption of Certificates by lot when Certificates
of denominations greater than $5,000 are then Outstanding, then for all
purposes in connection with such redemption each $5,000 of face value shall
be treated as though it were a separate Certificate of the denomination of
$5,000. If it is determined that one or more, but not all, of the $5,000 units
of face value represented by any Certificate is selected for redemption,
then upon notice of intention to redeem such $5,000 unit or units, the Owner
of such Certificate or such Owner's duly authorized agent shall forthwith
present and surrender such Certificate to the Fiscal Agent (1) for payment
of the redemption price (including the premium, if any, and interest to the
date fixed for redemption) of the $5,000 unit or units of face value called
for redemption, and (2) for exchange, without charge to the Owner thereof,
for a new Certificate or Certificates of the aggregate principal amount of
the .unredeemed portion of the principal amount of such Certificate. If the
Owner of any such Certificate of a denomination greater than $5,000 shall
fail to present such Certificate to the Fiscal Agent for payment and
exchange as aforesaid, such Certificate shall, nevertheless, become due and
payable on the redemption date to the extent of the $5,000 unit or units of
face value called for redemption (and to that extent only).
Section 304. Fiscal Agent's Duty to .Redeem Certificates.
(a) The Fiscal Agent shall call Certificates for redemption and payment as
herein provided and shall give notice of redemption as provided in Section
305 hereof upon receipt by the Fiscal Agent at least sixty (60) days prior to
the redemption date of a written request of the Agency. Such request shall
specify the principal amount of Certificates and their maturities so to be
called for redemption, the applicable redemption price or prices and the
above-mentioned provision or provisions pursuant to which such Certificates
are to be called for redemption. The Fiscal Agent shall be entitled to rely
conclusively on such written request in exercising its duty to give notice of
the call for such redemption as provided in Section 305 hereof.
(b) Reference is hereby made to Section 5.6 of the Lease, wherein the City is
given the right to direct the Agency and the Fiscal Agent to redeem
Certificates under certain circumstances, to the extent there are
Certificates subject to redemption at the option of the Agency under the
foregoing provisions of this Article. The Agency and the Fiscal Agent shall
comply with any direction of the City given pursuant to said Section 5.6 of
the Lease upon satisfaction of the conditions specified therein precedent to
the City's right to direct such a redemption.
-12-
(c) The foregoing provisions of this paragraph shall not apply in the case of any
mandatory redemption of Certificates pursuant to Section 302(b) and (c)
hereof, and the Fiscal Agent shall call Certificates for redemption pursuant
to such mandatory redemption requirements and shall give notice of such
redemption without the necessity of any action by or instructions from the
Agency or the City.
Section 305. Notice of Redemption. Notice of the call for any redemption
identifying the Certificates or portions thereof to be redeemed shall be given by the
Fiscal Agent, in the name of the Agency, to the Owners of Certificates by mailing a copy
of the redemption notice by first class mail, postage prepaid, at least thirty (30) days but
not more than sixty (60) days prior to the redemption date to the Owner of each
Certificate to be redeemed at the address shown on the registration books maintained by
the Fiscal Agent. Any notice of redemption shall specify: (a) any descriptive information
needed to identify accurately the Certificates being redeemed, (b) the CUSIP numbers of
all Certificates being redeemed; (c) the certificate numbers of all Certificates being
redeemed; (d) the original date of execution and delivery of the Certificates; (e) the rate
of interest payable with respect to each Certificate being redeemed; (f) the redemption
date; (g) the redemption price; (h) if less than all Outstanding Certificates are to be
redeemed, the identification (and, in the case of partial redemption, the respective
principal amounts) of the Certificates to be redeemed; (i) the maturity date of each
Certificate being redeemed; 0) that on the redemption date the redemption price shall
become due and payable upon each such Certificate or portion thereof called for
redemption, and that interest with respect thereto shall cease to accrue from and after
said date; and (k) the place where such Certificates are to be surrendered for payment of
the redemption price, which place of payment shall be the principal corporate trust
office of the Fiscal Agent. In addition to setting forth the above information, such
notice shall set forth, in the case of each Certificate redeemed only in part, the portion
of the principal thereof which is to be redeemed. Neither failure to mail such notice nor
any defect in any notice so mailed shall affect the sufficiency of the proceedings for the
redemption of such Certificates.
Section 306.. Effect of Call for Redemption. Prior to the date fixed for
redemption, funds shall be placed with the Fiscal Agent which are sufficient to pay the
Certificates called for redemption and accrued interest represented thereby to the
redemption date and the redemption premium, if any. Upon the happening of the above
conditions, and notice having been given as provided in Section 305 hereof, the Certifi-
cates or the portions of the principal amount represented by the Certificates thus called
for redemption shall cease to represent interest on the specified redemption date, shall
no longer be entitled to the protection, benefit or security of this Fiscal Agent
Agreement and shall not be deemed to be Outstanding under the provisions of this Fiscal
Agent Agreement.
-13-
ARTICLE IV
FORM OF
Section 401. Forms Generally. The Certificates shall be in substantially the form
set forth in Exhibit E attached hereto and incorporated herein by reference. Any
Additional Certificates shall also be in substantially such form, with such necessary or
appropriate variations, omissions and insertions as are permitted or required by this
Fiscal Agent Agreement or any Supplemental Fiscal Agent Agreement. The Certificates
may have endorsed thereon such legends or text as may be necessary or appropriate to
conform to any applicable rules and regulations of any governmental authority or any
custom, usage or requirement of law with respect thereto.
ARTICLE V
CREATION OF FUNDS AND ACCOUNTS;
CUSTODY AND APPLICATION OF CERTIFICATE PROCEEDS
Section 501. Creation of the Funds and Accounts. There are hereby created and
ordered to be established in the custody of the Fiscal Agent the following special trust
funds in the name of the City to be designated as follows:
(a) "Redevelopment Agency of the City of Santa Clarita, Acquisition Fund for
Certificates of Participation (City Hall Building Project)" (the "Acquisition
Fund").
(b) "Redevelopment Agency of the City of Santa Clarita, Costs of Issuance Fund
for Certificates of Participation (City Hall Building Project)" (the "Costs of
Issuance Fund").
(c) "Redevelopment Agency of the City of Santa Clarita, Principal and Interest
Fund for Certificates of Participation (City Hall Building Project)' (the
"Principal and Interest Fund"), which shall contain such other.subaccounts as
the Fiscal Agent in its discretion may deem necessary.
(d) "Redevelopment Agency of the City of Santa Clarita, Rebate Fund for
Certificates of Participation, (City Hall Building Project)" (the "Rebate
Fund").
The moneys in the above Funds shall be held by the Fiscal Agent and shall be
applied solely in accordance with the provisions of the Lease and this Fiscal Agent
Agreement.
Section 502. Deposit of Certificate Proceeds. The net proceeds received from the
sale of the Certificates, including accrued interest thereon, shall be paid and deposited
simultaneously with the delivery of the Certificates, as follows:
(a) There shall be deposited in the Principal and Interest Fund the sum of
$ the amount received on account of accrued interest on the
Certificates.
-14-
(b) There shall be deposited in the Costs of Issuance Fund the sum of
(c) There shall be deposited in the Acquisition Fund the remaining balance of
the proceeds of the Certificates.
Section 503. Deposits into the Acquisition Fund. The following moneys shall be
paid over to and deposited by the Fiscal Agent into the Acquisition Fund, as and when
received:
(a) The proceeds from the sale of the Certificates, totheextent required by
Section 502 hereof.
(b) The proceeds from the sale of Additional Certificates (except Additional
Certificates executed to refund Outstanding Certificates), excluding such
amounts thereof required to be paid into the Principal and Interest Fund
pursuant to Section 208 hereof.
(c) The Net Proceeds of casualty insurance, title insurance or condemnation
awards required to be deposited into the Acquisition Fund pursuant to the
Lease.
(d) Any amounts remaining in the Costs of Issuance Fund and transferred to the
Acquisition Fund pursuant to Section 506 hereof.
(e) Any moneys required to be deposited to the Acquisition Fund pursuant to
Section 702 hereof.
(f) Exceptasotherwise provided herein or in the Lease, any other moneys
received by or to be paid to the Fiscal Agent from any other source for
acquiring the Project, when accompanied by directions from the City that
such moneys are to be deposited into the Acquisition Fund.
Section 504. Disbursements from the Acquisition Fund.
(a) Except as provided in subsection (b) hereof, the moneys in the Acquisition
Fund shall be disbursed by the Fiscal Agent for the payment of Project Costs
upon receipt of requisition certificates signed by the Authorized Agency
Representative in accordance with the provisions of Article IV of the Lease,
and the Fiscal Agent hereby covenants and agrees to disburse such moneys in
accordance with such provisions. In paying any requisition under this Section
the Fiscal Agent may rely as to the completeness and accuracy of all
statements in such requisition certificate if such requisition certificate is
signed by the Authorized Agency Representative. A copy of each requisition
certificate submitted to the Fiscal Agent for payment under this Section
shall also be promptly provided to the City.
-15-
(b) In making disbursements from the Acquisition Fund; the Fiscal Agent shall
be entitled to conclusively rely upon the written requisition provided by the
Authorized Agency Representative without inquiry or investigation, which
written requisition will constitute upon the Fiscal Agent an irrevocable
determination that all conditions precedent to the payment of the specified
amounts from the Acquisition Fund have been completed.
(c) The Fiscal Agent shall keep and maintain adequate records pertaining to the
Acquisition Fund, earnings thereon and all disbursements therefrom.
Section 505: Disposition of Moneys Remaining in Acquisition Fund upon
Completion of the Project. The completion of the Project and payment of all costs and
expenses incidental thereto shall be evidenced by the filing with the Fiscal Agent by the
Authorized Agency Representative of the certificate required by Section 4.3 of the
Lease. As soon thereafter as practicable, any balance remaining in the Acquisition Fund
(other than amounts retained by the Fiscal Agent as specified in said certificates and
amounts required to be transferred to the Rebate Fund pursuant to Section 605 hereto)
shall without further authorization be deposited in the Principal and Interest Fund and
applied by the Fiscal Agent as directed in writing by the Agency solely to: (a) the
payment of principal and interest represented by the Certificates through the payment
thereof at the next Payment Date, or (b) at the option of the Agency, to the purchase of
Certificates at such earlier date or dates as the Agency may elect. The balance
remaining in the Acquisition Fund and transferred to the Principal and Interest Fund in
accordance with this provision shall not be invested at a Yield which exceeds the Yield
on the Certificates as computed by the Agency. Any earnings on such investments (other
than Excess Investment Earnings) may be applied to pay the principal of, premium, if
any, or interest represented by the Certificates. From time to time as the proper
disposition of the amounts retained by the Fiscal Agent and specified in said certificate
shall be determined, to the extent that such amounts are not paid out by the Fiscal Agent
pursuant to Section 504.hereof, the Agency shall notify the Fiscal Agent and the City by
one or more certificates as aforesaid and amounts from time to time no longer to be
retained by the Fiscal Agent shall be deposited in the Principal and Interest Fund and
applied by the Fiscal. Agent as aforesaid.
Section 506. Application of Moneys in Costs of Issuance Fund. Moneys in the Costs
of Issuance Fund shall be used to pay the costs of authorizing, executing and delivering
the Certificates upon receipt of written authorization therefor from the Authorized
Agency Representative. Any funds remaining in the Costs of Issuance Fund after six (6)
months from the execution and delivery of the Certificates shall be transferred to the
Acquisition Fund.
-16-
ARTICLE VI
REVENUES AND FUNDS
Section 601. Deposits into the Principal and Interest Fund. The Fiscal Agent shall
deposit into the Principal and Interest Fund, as and when received, the following:
(a) All accrued interest on the Certificates and the premium, if any, paid by the
purchasers of the Certificates.
(b) All Lease Payments payable by the City to . the Agency specified An
Section 5.1 of the Lease.
(c) All proceeds received by the Agency from the exercise of the City's option
to prepay all the Lease Payments pursuant to Section 11.1 of the Lease.
(d) Any amount remaining in the .Acquisition Fund to be transferred to the
Principal and Interest Fund pursuant to Section 505 hereof upon completion
of the Project.
(e) The balance of any Net Proceeds (as defined in the Lease) of insurance or
condemnation awards received by the Fiscal Agent pursuant to Article VIII
of the Lease.
(f) Amounts to be deposited in the Principal and Interest Fund pursuant to
Section 8.1 of the Lease.
(g) All interest and other income (other than -Excess Investment Earnings)
derived from investments of moneys in the Principal and Interest Fund and
required to be transferred to the Principal and Interest Fund as provided in
Section 702 hereof.
(h) Any amounts required to be deposited into the Principal and Interest Fund
pursuant to a Supplemental Fiscal Agent Agreement or Supplemental Fiscal
Agent Agreements authorizing the execution and delivery of Additional
Certificates.
(i) All other moneys received by the Fiscal Agent under and pursuant to any of
the provisions of the Lease when accompanied by directions from the
Authorized Agency Representative depositing such moneys that such moneys
are to be paid into the Principal and Interest Fund.
Section 602. Application of Moneys in the Principal and Interest Fund.
(a) Except as provided in subsection (e) of this Section and in Section 906
hereof, moneys in the Principal and Interest Fund shall be expended solely
for the payment of the principal of, premium, if any, and interest
represented by the Certificates as the same mature and become due or upon
the redemption thereof or purchase for cancellation prior to maturity.
-17-
(b) The Agency hereby authorizes and directs the Fiscal Agent to withdraw
sufficient moneys from the Principal and Interest Fund to pay the principal
of, premium, if any, and interest represented by the Certificates as the
same become due and payable and to make said moneys so withdrawn avail-
able to the Paying Agent for the purpose of paying said principal of,
premium, if any, and interest represented by the Certificates.
(c) Upon the City's exercise of its option to prepay all the Lease Payments
pursuant to Section 11.1 of the Lease and the deposit of the proceeds from
such exercise into the Principal and Interest Fund pursuant to Section 601
hereof, the Fiscal Agent shall use such proceeds to redeem Certificates at
the earliest permissible date in accordance with and to the extent permitted
by Article III hereof.
(d) The Fiscal Agent, upon official action of the Agency and written direction
thereof, shall use any moneys in the Principal and Interest Fund (1) to
redeem all or part of the Certificates Outstanding and interest to accrue
thereon prior to such redemption, in accordance with and to the extent per-
mitted by Article III hereof so long as the City is not in default with respect
to any payments under the Lease and to the extent said moneys are in excess
of the amount required. for payment of Certificates theretofore matured or
called for redemption and (2) to pay past due interest in all cases when such
Certificates have not been presented for payment. The Agency may cause
by written instruction to the Fiscal Agent such excess moneys in the
Principal and Interest Fund or such part thereof or other moneys of the
Agency, as the Agency may direct, to be applied by the Fiscal Agent for the
purchase of Certificates in the open market for the purpose of cancellation,
at prices not exceeding the principal amount represented thereby, the
applicable premium, if any, plus accrued interest represented thereby to the
date of delivery for cancellation.
(e) After payment in full of the principal of, premium, if any, and interest
represented by the Certificates (or after provision has been made for the
payment thereof as specified in this Fiscal Agent Agreement), and the fees,
charges and expenses of the Fiscal Agent and any Paying Agent and any
other amounts required to be paid under this Fiscal Agent Agreement and
the Lease, all amounts remaining in the Principal and Interest Fund shall be
paid to the Agency.
Section 603. Payments Due on Saturdays, Sundays and Holidays. In any case where
the date of maturity of principal of, premium, if any, or interest represented by the
Certificates or the date fixed for redemption of any Certificates shall be a Saturday, a
Sunday or a legal holiday or a day on which banking institutions in the city of payment
are authorized by law to close, then payment of principal of, premium, if any, or interest
represented by the Certificates need not be made on such date but may be made on the
next succeeding business day which is not a Saturday, a Sunday or a legal holiday or a day
upon which banking institutions are authorized by law to close with the same force. and
effect as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date.
-18-
Section 604. Nonpresentment of Certificates. In the event that any Certificate
shall not be presented for payment when the principal represented thereby becomes due,
either at maturity or otherwise, or at the date fixed for redemption thereof, if funds
sufficient to pay such Certificate shall have been made available to the Fiscal Agent, all
liability of the Agency to the Owner thereof for the payment of such Certificate shall
forthwith cease, and shall be completely discharged, and thereupon it shall be the duty of
the Fiscal Agent to hold such fund or funds, without liability for interest thereon, for the
benefit of the Owner of such Certificate, who shall thereafter be.restrieted exclusively
to such fund or funds for any claim of whatever nature on such Owner's part under this
Fiscal Agent Agreement or on, or with respect to, said Certificate. If any Certificate
shall not be presented for payment within two (2) years following the date when such
Certificate becomes due, whether by maturity or otherwise, the Fiscal Agent, unless
abandoned property laws require a different disposition, shall repay to the Agency the
funds theretofore held by the Fiscal Agent for payment of such Certificate, and such
Certificate shall, subject tothe defense of any applicable statute of limitation,
thereafter be an unsecured obligation of the Agency, and the Owner thereof shall be
entitled to look only to the Agency for payment, and then only to the extent of the
amount so repaid, and the Agency shall not be liable for any interest represented thereby
and shall not be regarded as a Fiscal Agent of such money.
Section 605. Deposits into and Payments From the Rebate Fund.
(a) In the manner and at the times required by the Code, the Agency shall
determine or cause to be determined, the Excess Investment Earnings on
each fund or account held by the Fiscal Agent pursuant to this Fiscal Agent
Agreement and shall cause the Fiscal Agent to deposit, from moneys held on
deposit in such fund or account or from any lawfully available source, into
the Rebate Fund an amount equal to such Excess Investment Earnings, plus
such additional moneys, if any, which are necessary or required to be set
aside for rebate to the United States under the Code pursuant to the written
directions of the Agency.
(b) All income or interest on the investment of moneys on deposit in the Rebate
Fund shall remain in the Rebate Fund unless and until required to be rebated
to the United States.
(c) The provisions in paragraphs (a) and (b) above shall not be applied if an
exemption from rebate is provided by the Code.
(d) On or before August 15 of the years 1996, 2001, 2006, 2011, 2016 and 2021,
and within sixty (60) days after the retirement of all of the Outstanding
Certificates, the Fiscal Agent shall pay to the United States from the
Rebate Fund and if sufficient therefor, from other lawfully available funds
of the Agency or the City, the rebatable arbitrage calculated in accordance
with the Code and pursuant to the written directions of the Agency.
(e) The Fiscal Agent shall keep and retain for a period of six (6) years following
the retirement of the Certificates records of the determinations made
pursuant to this Section. The Fiscal Agent shall keep a record of all
-19-
investments made with moneys on deposit in any fund or account established
hereunder. Such records shall contain a reference to the date of purchase,
the date of sale, the purchase price, the sales price, the principal amount
and coupon rate of each obligation purchased or sold.
(f) Payments pursuant to this Section shall be made to the maximum extent
possible from moneys on deposit in the Rebate Fund and, to the extent of
any deficiency therein for such purpose, shall be made from amounts in the
Debt Service Reserve Fund. In the event of any remaining deficiency in
available moneys for the purposes of such transfer, such deficiency shall be
paid by the Agency or the City from any legally available funds.
ARTICLE VB
SECURITY FOR DEPOSITS AND INVESTMENT OF MONEYS
Section 701. Moneys to Be held by the Fiscal Agent.. All moneys (except Excess
Investment Earnings) deposited with or paid to the Fiscal Agent for the account of any
Fund or Account under any provision of this Fiscal Agent Agreement, and all moneys
deposited with or paid to any Paying Agent under any provision of this Fiscal Agent
Agreement, shall be held by the Fiscal Agent or Paying Agent in trust and shall be
applied only in accordance with the provisions of this Fiscal Agent Agreement and the
Lease. Neither the Fiscal Agent nor any Paying Agent shall be under any liability for
interest on any moneys received hereunder except interest earned on investments made
pursuant to Section 702 of this Fiscal Agent Agreement.
Section 702. Investment of Moneys in Funds. Moneys held in the Acquisition Fund,
the Principal and Interest Fund and the Costs of Issuance Fund shall, pursuant to written
direction of the Agency given by the Authorized Agency Representative, be separately
invested and reinvested by the Fiscal Agent in Permitted Investments which mature or
are subject to redemption at the option of the holder prior to the date when such funds
will be needed; provided, however, that the Agency shall not knowingly direct investment
of such moneys in such manner as will violate the provisions of Section 705 hereof and
particularly the Agency will not direct the investment of moneys held in the Principal
and Interest Fund in Permitted Investments resulting in a Yield in excess of the Yield on
the Certificates other than those moneys held therein to pay Certificate principal and
interest for a period not in excess of thirteen (13) months as authorized by the Code.
Any such Permitted Investments shall be held by or under the control of the Fiscal Agent
and shall be deemed at all times to be a part of the Fund or Account in which such
moneys are originally held; and, except as provided in the next sentence, the interest
accruing thereon and any gain realized from such Permitted Investments shall be
credited to and accumulated in such Fund or Account, and any loss resulting from such
Permitted Investments shall be charged to such Fund or Account. All earnings on moneys
in the Costs of Issuance Fund shall be added to and become a part of such Fund. After
the Fiscal Agent has notice of the existence of an Event of Default, the Fiscal Agent
shall direct the investment of moneys in the Principal and Interest Fund, the Costs of
Issuance Fund and the Acquisition Fund: The Fiscal Agent shall sell and reduce to cash a
sufficient amount of such Permitted Investments whenever the cash balance in any Fund
is insufficient for the purposes of such Fund. In determining the balance in any Fund,
-20-
investments in such Fund shall be valued at the lower of their original cost (including
commissions but excluding accrued interest) or their fair market value as of the most
recent Payment Date. The Fiscal Agent may make any and all investments permitted by
the provisions of this Section through its own bond department or any affiliate or short-
term investment department. In the absence of written investment direction from the
Agency the Fiscal Agent shall -invest funds solely in Permitted Investments set forth in
(e) of the definition thereof.
Section 703. Record Keeping. The Agency shall maintain records designed to show
compliance with the provisions of this Article and with the provisions of Article VI for at
least six (6) years after the payment of all of the Outstanding Certificates.
Section 704. Arbitrage Covenant. The Agency covenants and agreesthat it will
cause the proceeds of the Certificates to be used as soon as practicable and with all
reasonable dispatch for the purposes for which the Certificates are executed, and the
Agency covenants and agrees that no part of the proceeds of the Certificates nor any
moneys or funds created by or controlled under this Fiscal Agent Agreement shall
knowingly be invested in any securities or obligations except for the temporary period
pending such use nor used, at any time, directly or indirectly, in a manner which, if such
use had been reasonably anticipated on the date of issuance of the Certificates, would
have caused any of the Certificates to be or become "arbitrage bonds" within the
meaning of Section 148 of the Code and the regulations of the Treasury Department
thereunder proposed or in effect at the time of such use and applicable to obligations
issued on the date of issuance of the Certificates, and the City and the Agency will
comply with all applicable requirements of the Code and the Rules and Regulations of
the United States Treasury Department thereunder for so long as any of the Certificates
remain Outstanding and unpaid.
Section 705. Federal Taxation Covenant. The Agency hereby covenants to comply
with the provisions of the Code relating to the exclusion from gross income for federal
income taxation purposes of the interest represented by the Certificates. The Agency
hereby further covenants to adopt such other resolutions and to take such other action as
may be necessary to comply with the Code and with all other applicable future laws,
regulations, published rulings and court decisions, in order to preserve the exclusion
status of the interest represented by the Certificates, to the extent any such actions can
be taken by the governing body of the Agency.
ARTTrT.F. VM
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal, Redemption Premium and Interest. The
Agency covenants and agrees that it will cause to be delivered to the Fiscal Agent all
Lease Payments and other revenues and receipts derived under the Lease, promptly pay
or cause to be paid the principal of, redemption premium, if any, and interest
represented by the Certificates as the same become due and payable at the place, on the
dates and in the manner provided. herein and in the Certificates according to the true
intent and meaning thereof, and to this end the Agency covenants and agrees that it will
use its best efforts to cause the Facilities to be continuously and sufficiently leased, and
-21-
that, should there be a default under the Lease with the result that the right of
possession of the Facilities are returned to the Agency, the Agency shall fully cooperate
with the Fiscal Agent and with the Certificate Owners to the end of fully protecting the
rights and security of the Certificate Owners and shall diligently proceed in good faith
and use its best efforts to secure another tenant for the Facilities to the end that at all
times sufficient lease payments, revenues and receipts will be derived from the Facilities
promptly to meet and pay the principal of, premium, if any, and interest represented by
the Certificates as the same become due and payable. Nothing herein shall be construed
as requiring the Agency to operate the Facilities other than as lessor or to use any funds
or revenues from any source other than funds and revenues derived from the Facilities.
Section 802. Authority to Execute Fiscal Agent Agreement and to Execute and
Deliver Certificates. The Agency covenants that it is duly authorized under the
Constitution and laws of the State of California to execute this Fiscal Agent Agreement,
to authorize the execution and delivery of the Certificates and to pledge and assign the
Lease Payments in the manner and to the extent herein set forth; that all action on its
part for the execution and delivery of this Fiscal Agent Agreement and the execution and
delivery of the Certificates has been duly and effectively taken; and that the
Certificates in the hands of the Owners thereof are and will be valid and enforceable
limited obligations according to the import thereof.
Section 803. Performance of Covenants. The Agency covenants that it will
faithfully perform at all times any and all covenants, undertakings, stipulations and
provisions contained in this Fiscal Agent Agreement, in the Certificates and in all
proceedings pertaining thereto. Should there be a default under this Fiscal Agent
Agreement or the Lease, the Agency shall fully cooperate with the Fiscal Agent and with
the Certificate Owners, to the end of fully protecting the rights and security of the
Certificate Owners hereunder.
Section 804. Instruments of Further Assurance. The Agency covenants that it will
do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and
delivered, such Supplemental Fiscal Agent Agreements and such further acts, instru-
ments, financing statements and other documents as the Fiscal Agent may reasonably
require for the better pledging and assigning unto the Fiscal Agent the property and
rights herein described to secure the payment of the principal of, premium, if any, and
interest represented by the Certificates. The Agency covenants and agrees that, except
as herein and in the Lease provided, it will not sell, lease, assign, pledge, encumber or
otherwise dispose of any part of the Facilities, or the lease payments, revenues and
receipts derived therefrom, or any of its rights and interest under the Lease.
Section 805. Recordings and Filings. The Agency covenants that it will cause this
Fiscal Agent Agreement and all Supplemental Fiscal Agent Agreements, the Base Lease,
the Lease, and all amendments to the Lease, or memoranda thereof, and all other
security instruments, if any, to be recorded and filed in such manner and in such places
as may be required by law in order to preserve fully and protect the security of the
Certificate Owners and the rights of the Fiscal Agent hereunder. The City shall be
responsible for the filing of any financing and continuation statements and shall provide
the Fiscal Agent with copies of such date-stamped statements.
-22-
Section 806. Inspection of Facilities Books. The Agency covenants and agrees that
all books and documents in its possession relating to the Facilities and the payments,
lease payments, revenues and receipts derived from the Facilities shall at all reasonable
times be open to inspection by such accountants or other agents as the Fiscal Agent or
Bond Insurer may from time to time designate.
Section 807. Enforcement of Rights under the Lease. The Lease, a duly executed
counterpart of which has been filed with the Fiscal Agent, sets forth the covenants and
obligations of the Agency and .the City, including provisions that subsequent to the
execution and delivery of the Certificates and prior to their payment in full or provision
for payment thereof in accordance with the provisions hereof the Lease may not be
effectively amended, changed, modified, altered or terminated during any Fiscal Year
without the written consent of the Fiscal Agent, and reference is hereby made to the
same for a detailed statement of the covenants and obligations of the City thereunder.
The Agency agrees that the Fiscal Agent, as assignee of the Lease, in the Fiscal Agent's
name or in the name of the Agency may enforce all rights of the Agency and all
obligations of the City under and pursuant to the Lease for and on behalf of the
Certificate Owners, whether or not the Agency is in default hereunder.
Section 808. Existence of the Agency; Compliance with Laws. The Agency will at
all times maintain its existence or assure the assumption of its obligations under this
Fiscal Agent Agreement by any public body succeeding to its powers, and it will use its
best efforts to maintain, preserve and renew all its rights and powers; and it will comply
with all valid acts, rules, regulations, orders and directions of any legislative, executive,
administrative or judicial body applicable to this Fiscal Agent Agreement, the Base
Lease or the Lease.
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default. If any of the following events occur, it is hereby
defined as and declared to be and to constitute an "Event of Default" under this
Indenture:
(a) Default in the due and punctual payment by the City of any interest
represented by any Certificate;
(b) Default in the due and punctual payment by the City of the principal of or
redemption premium, if any, represented by any Certificate, whether at the
stated maturity thereof, or at the redemption date thereof;
(c) Default in the performance or observance of any other of the covenants,
agreements or conditions on the part of the Agency in this Indenture or in
the Certificates contained, and the continuance thereof for a period of sixty
(60) days after written notice thereof shall. have been given to the Agency
and the City by the Fiscal Agent or to the Fiscal Agent, the Agency and the
City by the Owners of not less than twenty-five percent (25%) in aggregate
principal amount of Certificates then Outstanding; provided, however, if any
-23-
default shall be such that it cannot be corrected within such 60 -day period,
it shall not constitute an Event of Default if corrective action is instituted
by the Agency or the City within such period and diligently pursued until the
default is corrected; or
(d) The filing by the City of a voluntary petition in bankruptcy, or failure by the
City -to promptly lift any execution, garnishment or attachment of such
consequence as would impair the ability of the City to carry on its
operation, 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 composition 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 law, or under any similar acts
which may hereafter be enacted. J
(e) Default as specified in Section 12.1 of the Lease shall have occurred.
With regard to any alleged default specified in paragraph (c) of this Section
concerning which notice is given to the City under the provisions of this Section, the
Agency hereby grants the City full authority for the account of the Agency to perform
any covenant or obligation, the nonperformance of which is alleged in said notice to
constitute a default, in the name and stead of the Agency, with full power to do any and
all things and acts to the same extent that the Agency could do and perform any such
things and acts in order to remedy such default.
Section 902. Appointment of Receivers in Event of Default. If an Event of Default
shall have occurred and be continuing, and upon the filing of a suit or other
commencement of judicial proceedings. to enforce the rights and remedies of the FIscal
Agent, the Agency, the City and of the Certificate Owners under this Indenture, the
Fiscal Agent shall be entitled; as a matter of right, to the appointment of a receiver or
receivers, pending such proceedings, with such powers as the court making such
appointment shall confer.
Section 903. Exercise of Remedies by the Fiscal Agent.
(a) If an Event of Default shall have occurred and be continuing, the Fiscal
Agent may, and if requested to do so by the Owners of not less than twenty-
five percent (25%) in aggregate principal amount of Certificates then
Outstanding and indemnified as provided in Section 1001(1) hereof the.Fiscal
Agent shall pursue and exercise any available remedy at law or in equity by
suit, action, mandamus or other proceeding or exercise such one or more of
the rights and remedies conferred by this Indenture as the Fiscal Agent,
being advised by counsel, shall deem most expedient in the interests of the
Certificate Owners, to enforce the payment of the principal of, premium, if
any, and interest represented by the Certificates then Outstanding, and to
enforce and compel the performance of the duties and obligations of the
Agency as herein set forth.
(b) All rights of action under this Indenture or under any of the Certificates
may be enforced by the Fiscal Agent without the possession of any of the
-24-
Certificates or the production thereof in any trial or other proceedings
relating thereto, and any.such suit or proceeding instituted by the Fiscal
Agent shall be brought in its name as Fiscal Agent without necessity of
joining as plaintiffs or defendants any Owners of the Certificates, and any
recovery of judgment shall, subject to the provisions of Section 907 hereof,
be for the equal benefit of all the Owners of the Outstanding Certificates.
Section 904. Limitation on Exercise of Remedies by Certificate Owners. No
Certificate Owner shall have any right to institute any. suit, action or proceeding in
equity or at law for the enforcement of this Indenture or for the execution of any trust
hereunder or for the appointment of a receiver or any other remedy hereunder, unless
(a) a default has occurred of which the Fiscal Agent has been notified or is deemed to
have notice, (b) such default shall have become an Event of Default, (c) the Owners of
not less than twenty-five percent (25%) in aggregate principal amount of Certificates
then Outstanding shall have made written request to the Fiscal Agent, shall have offered
the Fiscal Agent reasonable .opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such action, suit or proceeding in its own name, and
shall have offered to the Fiscal Agent indemnity as provided in Section 1004(c), and
(d) the Fiscal Agent shall thereafter fail or refuse to exercise the powers and remedies
herein granted or to institute such action, suit or proceeding in its own name; it being
understood and intended, that no one or more Certificate Owners shall have any right in
any manner whatsoever to affect, disturb or prejudice this Indenture by its, his or their
action or to enforce any right hereunder except in the manner herein provided, and that
all proceedings at law or in equity shall be instituted, had and maintained in the manner
herein provided and for the equal benefit of the Owners of all Certificates then
Outstanding. Nothing in this Indenture contained shall, however, affect or impair the
right of any Certificate Owner to payment of the principal of and interest represented by
any Certificate at and after the maturity thereof or the obligation of the City to make
Lease Payments in order to pay the principal of, premium, if any, and interest
represented by each of the Certificates executed hereunder to the respective Owners
thereof at the time, place, from the source and in the manner herein and in the
Certificates expressed.
Section 905. Right of Certificate Owners toDirectProceedings. Anything in this
Indenture to the contrary notwithstanding, the Owners of not less than a majority in
aggregate principal amount of Certificates then Outstanding shall have the right, at any
time, by an instrument or instruments in writing executed and delivered to the Fiscal
Agent, to direct the time, method and place of conducting all proceedings to be taken in
connection with the enforcement of the terms and conditions of this Indenture, or for the
appointment of a receiver or any other proceedings hereunder; provided that such
direction shall not be otherwise than in accordance with the provisions of law and (to the
extent not inconsistent with this Section) of this Indenture.
Section 906. Application of Moneys in Event of Default.
(a) All moneys received by the Fiscal Agent pursuant to any right given or
action taken under the provisions of this Article shall, after payment of the
costs and expenses of the proceedings resulting in the collection of such
moneys and of the fees, expenses, liabilities and advances incurred or made
by the Fiscal Agent (including the costs and expenses of counsel), be
-25-
deposited in the Principal and Interest Fund. All moneys so deposited in the
Principal and Interest Fund shall be applied as follows:
(1) Unless the principal of all the Certificates shall have become or
shall have been declared due and payable, all such moneys shall be
applied:
First -- To the payment to the persons entitled thereto of all
installments_ of interest then due and payable with respect to the
Certificates, in the order in which such installments of interest
became due and payable and, if the amount available shall not be
sufficient to pay in full any particular installment, then to the
payment, ratably, according to the amounts due on such installment,
to the persons entitled thereto, without any discrimination or
privilege; and
Second -- To the payment to the persons entitled thereto of the
unpaid principal represented by any of the Certificates which shall
have become due and payable (other than Certificates called for
redemption for the payment of which moneys are held pursuant to
the provisions of this Indenture), in the order of their due dates and,
if the amount available shall not be sufficient to pay in full
Certificates due on any particular date, together with such interest,
then to the payment, ratably, according to the amount of principal
due on such date, to the persons entitled thereto without any
discrimination or privilege.
(2) If the principal represented by all the Certificates shall have
become due or shall have been declared due and payable, all such
moneys shall be applied to the payment of the principal and interest
then due and unpaid represented by all of the Certificates, 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 or of any Certificate over any other Certificate, ratably,
according to the amounts due respectively for principal and interest,
to the persons entitled thereto, without any discrimination or
privilege.
(3) If the principal represented by all the Certificates shall have been
declared due and payable, and if such declaration shall thereafter
have been rescinded and annulled under the provisions of Section 908
hereof, then, subject to the provisions of subsection (a)(2) above of
this Section in the event that the principal represented by all the
Certificates shall later become due or be declared due and payable,
the moneys shall be applied in accordance with the provisions of
subsection (a)(1) of this Section.
(b) Whenever moneys are to be applied pursuant to the provisions of this
Section, such moneys shall be applied at such times and from time to time as
the Fiscal Agent shall determine, having due regard to the amount of such
-26-
moneys available and which may become available for such application in
the future. Whenever the Fiscal Agent shall apply such moneys, it shall fix
the date (which shall be a Payment Date unless the Fiscal Agent shall deem
another date more suitable) upon which such application is to be made and
upon such date interest on the amounts of principal to be paid on such date
shall cease to accrue. The Fiscal Agent shall give such notice as it may
deem appropriate of the deposit with it of any such moneys and of the fixing
of any such date, and shall not be required to make payment to the Owner of
any unpaid Certificate until such Certificate shall be presented to the Fiscal
Agent for appropriate endorsement or for cancellation if fully paid.
(c) Whenever all of the Certificates and interest represented thereby have been
paid under the provisions of this Section, and all expenses and charges of the
Fiscal Agent and the Paying Agent have been paid, any balance remaining in
the Principal and Interest Fund shall be applied as provided in Section 602(e)
hereof.
Section 907. Remedies Cumulative. No remedy by the terms of this Indenture
conferred upon or reserved to the Fiscal Agent or to the Certificate Owners is intended
to be exclusive of any other remedy, but each and every such remedy shall be cumulative
and shall be in addition to any other remedy given to the Fiscal Agent or to the
Certificate Owners hereunder or now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right, power or remedy accruing upon any
Event of Default shall impair any such right, power or remedy or shall be construed to be
a waiver of any such Event of Default or acquiescence therein; and every such right,
power or remedy may be exercised from time to time and as often as may be deemed
expedient. No waiver of any Event of Default hereunder, whether by the Fiscal Agent or
by the Certificate Owners, shall extend to or shall affect any subsequent Event of
Default or shall impair any rights or remedies consequent thereon.
Section 908. Waivers of Events of Default. Subject to the provisions of
Section 902 hereof, the Fiscal Agent may in its discretion waive any Event of Default
hereunder and its consequences and rescind any declaration of maturity of principal of
and interest represented by Certificates, and shall do so upon the written request of the
Owners of at least a majority in aggregate principal amount of all Certificates then
Outstanding. In case of any such waiver or rescission, or in case any proceedings taken
by the Fiscal Agent under this Indenture on account of any such default shall have been
discontinued or abandoned for any reason, or shall have been determined adversely, then
and in every such case the Agency, the Fiscal Agent and the Certificate Owners shall be
restored to their former positions, rights and obligations hereunder, respectively, but no
such waiver or rescission shall extend to any subsequent or other default, or impair any
right consequent thereon, and all rights, remedies and powers of the Fiscal Agent shall
continue as if no such proceedings had been undertaken.
Section 909. Waiver of Stay or Extension Laws. To the extent that such rights may
lawfully be waived, neither the Agency nor anyone claiming through it or under it shall or
will set up, claim or seek to take advantage of any appraisement, valuation, stay,
extension or redemption laws now or hereafter in force, in order to prevent or hinder the
enforcement of this Indenture or the foreclosure of the lien of this Indenture. The
Agency, for itself and for all who may claim through or under it, hereby waives and
-27-
renounces, to the extent that it lawfully may do so, the benefit of all such laws and all
right of appraisement and redemption to which it may be entitled under the laws of the
State of California.
ARTICLE R
THE FISCAL AGENT
Section 1001. Appointment of Fiscal Agent. The Authority is hereby appointed as
the Fiscal Agent and Paying Agent for the Certificates and the Fiscal Agent agrees to
undertake and perform such duties as set forth in this Fiscal Agent Agreement.
Section 1002. Liability of Fiscal Agent.
(a) The Fiscal Agent shall have no duty or responsibility to verify the accuracy
of any calculations made by the City or the Agency and may conclusively
rely on all direction received by it from the Agency.
(b) The Fiscal Agent may conclusively rely, as. to the truth of the statements
and correctness of the opinions expressed therein, on certificates or opinions
furnished to the Fiscal Agent by the City or the Agency.
(c) The Fiscal Agent shall by liable. for its negligence or willful misconduct in
connection with any act or omission hereunder.
(d) No provision of this Fiscal Agent Agreement shall require the Fiscal Agent
to risk or expend its own funds or otherwise'. incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against
such risks or liability is not assured to it.
(e) The Fiscal Agent may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, affidavit, letter, telegram
or other paper or document specified by this Fiscal Agent Agreement and
believed by the Fiscal Agent to be genuine and correct and to have been
signed, presented or sent by the proper person or persons. The Fiscal Agent
need not examine the ownership of the Certificates, but is protected in
acting upon the receipt of .the Certificates containing an endorsement or
instruction of transfer or power of transfer which appears on its face to be
signed by the Owner or agent of the Owner.
(f) The Fiscal Agent may consult with counsel, and the written advice of such
counsel or any opinion of counsel shall be full authorization and protection
with respect to any action taken, suffered or omitted by it hereunder in good
faith and reliance thereon. The Agency agrees to pay the fees and expenses
of such counsel in connection herewith.
-28-
(g) The Fiscal Agent may exercise any of the powers hereunder and perform any
duties hereunder either directly or by or through agents or attorneys.
(h) The Fiscal Agent, in its. individual or any other capacity, may become the
owner or pledgee of Certificates with the same rights which it would have if
it were not Fiscal Agent.
Section 1003. Recitals of the Agency. The recitals contained in this Fiscal Agent
Agreement and the Certificates shall be taken as the statements of the Agency, and the
Fiscal Agent assumes no responsibility for their correctness.
Section 1004. Other Transactions. The Fiscal Agent may engage in or be
interested in any financial or other transaction with the City or the agency, provided
that if the Fiscal Agent determines that any such relation is in conflict with the duties
under the Agreement, it shall eliminate the conflict or resign as Fiscal Agent and Paying
Agent.
Section 1005. Indemnification. The Agency covenants to indemnify the Fiscal
Agent and to hold it harmless against any loss, liability, expenses, or advances, including
but not limited to fees and expenses of counsel and other experts, incurred or made
without negligence or willful misconduct on the part of the Fiscal Agent, in the exercise
and performance of any of the powers and duties hereunder by .the Fiscal Agent. Such
indemnity shall survive the discharge of this Fiscal Agent Agreement or resignation or
removal of the Fiscal Agent.
Section 1006. Interpleader. The Agency and the Fiscal Agent agree that the Fiscal
Agent may seek adjudication of any adverse claim, demand or controversy over its person
as well as funds on deposit, in a court of competent jurisdiction. The Agency and the
Fiscal Agent further agree that the Fiscal Agent hastheright to file an action in
interpleader in any court of competent jurisdiction to determine the rights of any person
claiming an interest herein.
ARTICLE XI
SUPPLEMENTAL FISCAL AGENT AGREEMENTS
Section 1101. Supplemental Fiscal Agent Agreements Not Requiring Consent of
Certificate Owners or the Rating Agency. The Agency and the Fiscal Agent may from
time to time, without the consent of or notice to any of the Certificate Owners, enter
into such Supplemental Fiscal Agent Agreement or Supplemental Fiscal agent
Agreements for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this Fiscal Agent
Agreement or make any other change not materially adverse to the security
of the Certificate Owners, in the opinion of nationally recognized
Certificate counsel;
(b) To grant to or confer upon the Fiscal Agent for the benefit of the
Certificate Owners any additional rights, remedies, powers or authority that
-29-
may lawfully be granted to or conferred upon the Certificate Owners or the
Fiscal Agent or either of them;
(c) To more precisely identify the Facilities or to substitute or add property
thereto;
(d) To conform this Fiscal Agent Agreement to the Code or other or future
applicable federal law concerning tax-exempt obligations;
(e) To subject to this Fiscal Agent Agreement additional revenues, properties or
collateral; and
(f) To issue Additional Certificates as provided in Section 208 hereof.
Section 1102. Supplemental Fiscal Agent Agreements Requiring Consent of
Certificates Owners.
(a) Exclusive of Supplemental Fiscal Agent Agreements covered by Section 1101
hereof and subject to the terms and provisions contained in this Section, and
not otherwise, the Owners of not less than a majority in aggregate principal
amount of the Certificates then Outstanding shall have the right, from time
to time, anything contained in this Fiscal Agent Agreement to the contrary
notwithstanding, to consent to and approve the execution by the Agency, the
City and the Fiscal Agent of such other Supplemental Fiscal Agent
Agreement or Supplemental Fiscal Agent Agreements as shall be deemed
necessary and desirable by the Agency for the purpose of modifying,
amending, adding to or rescinding, in any particular, any of the terms or
provisions contained in this Fiscal Agent Agreement or in any Supplemental
Fiscal Agent Agreement; provided, however, .that nothing in this Section
contained shall permit or be construed as permitting (1) an extension of the
maturity of the principal of or the interest represented.by any Certificate
executed hereunder, or (2) a reduction in the principal amount of any
Certificate or the rate of interest represented thereby, or (3) a privilege or
priority of any Certificate or Certificates over any other Certificate or
Certificates, or (4) a reduction in the aggregate principal amount of
Certificates, the. consent of the Owners of which is required for the
execution of any such Supplemental Fiscal Agent Agreement, without the
approval of the Owners of 100% in aggregate principal amount of the
Certificates then Outstanding.
(b) If at any time the Agency shall request the Fiscal Agent to enter into any
such Supplemental Fiscal Agent Agreement for any of the purposes of this
Section, the Fiscal Agent shall cause notice of the proposed execution of
such Supplemental Fiscal Agent Agreement to be mailed to each Certificate
Owner as shown on the certificate registration books required to be
maintained by the Fiscal Agent. Such notice shall briefly set forth the
nature of the proposed Supplemental Fiscal Agent Agreement and shall state
that copies. thereof are on file at the Office of the Fiscal Agent for
inspection by all Certificate Owners. If within sixty (60) days or such longer
-30-
period as may be prescribed by the Agency following the mailing of such
notice, the Owners of not less than a majority in aggregate principal amount
of the Certificates Outstanding at the time of the execution of any such
Supplemental Fiscal Agent Agreement shall have consented to and approved
the execution thereof as herein provided, no Owner of any Certificate shall
have any right to object to any of the terms and provisions contained
therein, or the operation thereof, or in any manner to question the propriety
of the execution thereof, or to enjoin or restrain the Fiscal Agent, the City
or the Agency from executing the same or from taking any action pursuant
to the provisions thereof, without the approval of the Owners of 100% in
aggregate principal amount of the Certificates then Outstanding.
ARTICLE XII
AMENDMENTS TO THE LEASE
Section 1201. Amendments to the Lease Not Requiring Consent of Certificate
Owners. The Agency, the City and the Fiscal Agent shall, without the consent of or
notice to the Certificate Owners consent to any amendment, change or modification of
the Lease as may be required (a) by the provisions of the Lease or this Fiscal Agent
Agreement, (b) for the purpose of curing any ambiguity or formal defect or omission in
the Lease or in connection with any other change therein which, in the judgment of the
Fiscal Agent, is not materially adverse to the security of the Fiscal Agent or the
Certificate Owners in the opinion of nationally recognized Certificate. counsel, (c) so as
to more precisely identify the Facilities or substitute or add property thereto, (d) to
conform the Lease to the Code or other or future applicable law concerning tax-exempt
obligations, or (e) in connection with the issuance of Additional Certificates under
Section 209.
Section 1202. Amendments to the Lease Requiring Consent of Certificate
Owners. Except for the amendments, changes or modifications as specified in Section
1201 hereof, neither the Agency, the City nor the Fiscal Agent shall consent to any other
amendment, change or modification of the Lease without the giving of notice and the
obtaining of the written consent of the Owners of not less than a majority in aggregate
principal amount of the Certificates at the time Outstanding given and obtained as pro-
vided in Section 1102 hereof. If at any time the Agency and the City shall request the
consent of the Fiscal Agent to any such proposed amendment, change or modification of
the Lease, the Fiscal Agent shall cause notice of such proposed amendment, change or
modification to be given in the same manner as provided in Section 1102 hereof with
respect to Supplemental Fiscal Agent Agreements. Such notice shall briefly set forth the
nature of such proposed amendment, change or modification and shall state that copies
of the same are on file at the principal office of the Fiscal Agent for inspection by all
Certificate Owners.
-31-
ARTICLE IGII
SATISFACTION AND DISCHARGE OF THE FISCAL AGENT AGREEMENT
Section 1301. Satisfaction and Discharge of the Fiscal Agent Agreement.
(a) When the principalof, premium, if any, and interest represented by all the
Certificates shall have been paid in accordance with their terms or provision
has been made for such payment, as provided in Section 1302 hereof, and
provision shall also be made for paying all other sums payable hereunder,
including the fees and expenses of the Fiscal Agent and the Paying Agent to
the date of retirement of the Certificates and the rebate of rebatable
arbitrage to the United States as required by Section 605 hereof, then the
right, title and interest of the Fiscal Agent under this Fiscal Agent
Agreement shall thereupon cease, determine and be void, and except for the
continuing duties of the Agency and the Fiscal Agent under Sections 206 and
210, the Fiscal Agent shall cancel, discharge and release this Fiscal Agent
Agreement and shall execute, acknowledge and deliver to the Agency such
instruments of satisfaction and discharge or release as shall be requisite to
evidence such release and the satisfaction and discharge of this Fiscal Agent
Agreement, and shall assign and deliver to the Agency any property at the
time subject to this Fiscal Agent Agreement which may then be in the Fiscal
Agent's possession, except amounts in the Principal and Interest Fund
required to be paid to the City under Section 602(e) hereof and except funds
or securities in which such moneys are invested and held by the Fiscal Agent
for the payment of the principal of,. premium, if any, and interest
represented by the Certificates or of rebatable arbitrage to the United
States.
(b) The Agency is hereby authorized to accept a certificate of the Fiscal Agent
stating that the whole amount of the principal, premium, if any, and interest
so due and payable represented by all of the Certificates then Outstanding
has been paid or provision for such payment has been made in accordance
with Section 1302 hereof as evidence of satisfaction of this Fiscal Agent
Agreement, and upon receipt thereof the Agency shall cancel and erase the
inscription of this Fiscal Agent Agreement from its records.
Section 1302. Certificates Deemed to Be Paid.
(a) Certificates shall be deemed to be paid within the meaning of this Article
when payment of the principal of and the applicable redemption premium, if
any, represented by such Certificates, plus interest represented thereby to
the due date thereof (whether such due date is by reason of maturity or upon
redemption as provided in this Fiscal Agent Agreement, or otherwise), either
(1) shall have been made or caused to be made in accordance with the terms
hereof, or (2) provision therefor shall have been made by depositing with the
Fiscal Agent, in trust and irrevocably setting aside exclusively for such
payment, (i) moneys sufficient to make such payment or (ii) Government
Securities maturing as to principal and interest in such amount and at such
times as will ensure the availability of sufficient moneys to make such
-32-
payment as verified in writing by an independent certified public
accountant. At such time as a Certificate shall be deemed to be paid here-
under, as aforesaid, such Certificate shall no longer be secured by or be
entitled to the benefits of this Fiscal Agent Agreement, except for the
purposes of any such payment from such moneys or Government Securities.
(b) Notwithstanding the foregoing, in the case of Certificates which by their
terms may be redeemed prior to the stated maturities thereof, no deposit
under clause (2) of subsection (a) above shall be deemed a payment of such
Certificates as aforesaid until, as to all such Certificates which are to be
redeemed prior to their respective stated maturities, proper notice of such
redemption shall have been given in accordance with Article III of this Fiscal
Agent Agreement or irrevocable instructions shall have been given to the
Fiscal Agent to give such notice.
(c) Notwithstanding any provision of any other Section of this Fiscal Agent
Agreement which may be contrary to the provisions of this Section, all
moneys or Government Securities set aside and held in trust pursuant to the
provisions of this Section for the payment of Certificates (including
premium represented thereby, if any) and interest represented thereby shall
be applied to and be used solely for the payment of the particular
Certificates (including premium represented thereby, if any) and interest
represented thereby with respect to which such moneys and Government
Securities have been so set aside in trust.
(d) For the purposes of this Section 1302 Government Securities. shall mean
direct obligations (including obligations issued or held in book entry form on
the books) of the Department of the Treasury of the United States of
America.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Certificate Owners.
(a) Any consent, request, direction, approval, objection or other instrument
required by this Fiscal Agent Agreement to be signed and executed by the
Certificate Owners maybe in any number of concurrent writings of similar
tenor and may be signed or executed by such Certificate Owners in person or
by agent appointed in writing. Proof of the execution of any such
instrument or of the writing appointing any such agent and of the ownership
of Certificates, if made in the following manner, shall be sufficient for any
of the purposes of this Fiscal Agent Agreement, and shall be conclusive in
favor of the Fiscal Agent with regard to any action taken, suffered or
omitted under any such instrument, namely:
(1) The fact and date of the execution by any person of any such
instrument may be proved by a certificate of any officer in any
-33-
jurisdiction who by law has power to take acknowledgments within
such jurisdiction that the person signing such instrument acknowledged
before such officer the execution thereof, or by affidavit of any
witness to such execution.
(2) The fact of ownership of Certificates, the amount or amounts,
numbers and other identification of Certificates, and the date of
holding the same shall be proved by the registration books of the
Agency maintained by the Fiscal Agent.
(b) In determining whether the. Owners of. the requisite principal amount of
Certificates Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver under this Fiscal Agent Agreement,
Certificates owned by the City shall be disregarded and deemed not to be
Outstanding under this Fiscal Agent Agreement.
Section 1402. Limitation of Rights under the Fiscal Agent Agreement. With the
exception of rights herein expressly conferred, nothing expressed or mentioned in or to
be implied from this Fiscal Agent Agreement or the Certificates is intended or shall be
construed to give any person other than the parties hereto and the Owners of the
Certificates, any right, remedy or claim under or with respect to this Fiscal Agent
Agreement, this Fiscal Agent Agreement and all of the covenants, conditions and
provisions hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto and the Owners of the Certificates as herein provided.
Section 1403. Substitution of the Facilities. If the Agency is not in default under
any of the provisions of this Fiscal Agent Agreement, the Lease or the Base Lease, the
City may substitute other real property or improvements or equipment located thereon
for all or any portion of the Facilities under the following conditions:
(a) the City shall have provided to the Fiscal Agent a certificate of an
Independent Appraiser,dated not more than sixty (60) days prior to the date
of the proposed substitution, stating that, in the opinion of such Independent
Appraiser the substituted real property or improvements or equipment
located thereon has a fair market value of not less than 100% of the fair
market value of the Facilities or portion thereof being replaced;
(b) the Agency consents in writing to such substitution;
(c) the Rating Agency consents in writing to such substitution; and
(d) the City shall have delivered to the Fiscal Agent an opinion of nationally
recognized Bond Counsel that such substitution will not cause the interest on
the Certificates to become includable in gross income for federal income
tax purposes under the Code. If such conditions are met, the substituted
real estate shall be subject to this Fiscal Agent Agreement in all respects.
If all the conditions . in this Section 1403 are met, the Fiscal Agent is
authorized and directed to accept such substituted real property or
improvements or equipment located thereon for all or any portion of the
Facilities for all purposes of the Fiscal Agent Agreement, the Lease and the
-34-
Base Lease, and Exhibit A to such Fiscal Agent Agreement, Lease and Base
Lease shall be revised to reflect such substitution of real property or
improvements or equipment located thereon.
Section 1404. Release of the Facilities. If the City is not in default under any of
the provisions of this Fiscal Agent Agreement, the Base Lease or the Lease, the.Agency
may release one or more of the parcels described in Exhibit A from the Land and its
related portion of the City Hall Building described in Exhibit B under the following
conditions:
(a) the City shall have provided to the Fiscal Agent a certificate of an
Independent Appraiser, dated not more than sixty (60). days prior to the date
of the proposed release, stating that, in the opinion of such Independent
Appraiser, the -release will not leave the remainder of the Land and the City
Hall Building with an appraised value of less than one hundred twenty five
percent (125%) of.the Outstanding Certificates;
(b) the Agency consents in writing to such release;
(c) the Rating Agency consents in writing to such release; and
(d) the City shall have delivered to the Fiscal Agent an opinion of nationally
recognized Bond Counsel that such release will not cause the interest on the
Certificates to become includable in gross income for federal income tax
purposes under the Code.
Section 1405. Notices. Any notice, request, complaint, demand or other
communication required or desired to be given or filed under this Fiscal Agent
Agreement shall be in writing or by personal delivery and shall be deemed duly given or
filed as of the date when personally delivered or if the same shall be duly mailed by first
class mail, postage prepaid, addressed as follows:
(a) To the City:
City of Santa Clarita
Santa Clarita City Hall
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attention: Director of Finance
(b) To the Agency:
City of Santa Clarita Redevelopment Agency
Santa Clarita City Hall
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attention: Executive Director
-35-
(c) To the Fiscal Agent:
Santa Clarita Public Financing Authority
Santa Clarita City Hall
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Attention: Corporate Trust Division
(d) To the Rating Agency:
(e) To the Certificate Owners if the same shall be personally delivered or duly
mailed by first class mail addressed to each of the Owners of Certificates at
the time Outstanding as shown by the certificate registration books kept at
the Office of the Fiscal Agent.
All notices given as aforesaid shall be deemed duly given as of the date they are so
mailed or personally delivered. A duplicate copy of each notice, certificate or other
communication given hereunder by either the Agency or the City to the other shall also
be given to the Fiscal Agent, but failure to do so shall not affect the validity of any such
notice, certificate or other communication as between the Agency and the City. The
Agency, the Fiscal Agent and the City may from time to time designate, by notice given
hereunder to the others of such parties, such other address to which subsequent notices,
certificates or other communications shall be sent.
Section 1406. Suspension of Mail Service. If, because of the suspension of regular
mail service or for any other reason, it is impossible or impractical to mail any notice in
the manner herein provided, then such publication in lieu thereof as shall be made with
the approval of the Fiscal Agent shall constitute a sufficient notice.
Section 1407. Severability. If any provision of this Fiscal Agent Agreement shall
be held or deemed to be invalid, inoperative or unenforceable as applied in any particular
case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it
conflicts with any other provision or provisions hereof or any constitution or statute or
rule of public policy, or for any other reason, .such circumstances shall not have the
effect of rendering the provision in question inoperative or unenforceable in any other
case or circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatever.
Section 1408. Execution in Counterparts. This Fiscal Agent Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
Section 1409. Governing Law. This Fiscal Agent Agreement shall be governed
exclusively by and be construed in accordance with the applicable laws of the State of
California without giving effect to principals of conflicts of law.
-36-
IN WITNESS WHEREOF, THE REDEVELOPMENT AGENCY OF THE CITY OF
SANTA CLARITA has caused this: Fiscal Agent Agreement to be signed in its name and
behalf and its corporate seal to be hereunto affixed and attested by its duly authorized
officers, and to evidence its acceptance of the trusts hereby created, SANTA CLARITA
PUBLIC FINANCING AUTHORITY has caused this Fiscal Agent Agreement to be signed
in its name and behalf by its duly authorized officers, all as of the date first above
written.
(SEAL)
ATTEST:
(SEAL)
ATTEST:
Secretary
Secretary
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
By:
Chairman
SANTA CLARITA PUBLIC FINANCING
AUTHORITY
as Fiscal Agent
By:
Chairman
-37-
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS:
COUNTY OF LOS ANGELES )
BE IT REMEMBERED that on this day of , 1991,
before me, the undersigned, a Notary Public in and for the County and State aforesaid,
came , Chairman of Redevelopment Agency of the City of Santa
Clarita, an agency duly organized and existing under the laws of the State of California,
and , Secretary of said agency, who are personally known to me
to be the same persons who executed the foregoing instrument of writing as such
officers, and said , as Chairman of said agency, duly acknowledged
the execution of the same to be the act of the agency; and , as
Secretary of said agency, duly acknowledged the attestation of the same for and on
behalf of said agency, and affixed thereto the seal of the agency.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal, the day and year last above written.
My Commission Expires:
-38-
Notary Public
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS:
COUNTY OF LOS ANGELES )
BE IT REMEMBERED that on this day of , 1991,
before me, the undersigned, a Notary Public in and for the County and State aforesaid,
came , Chairman of the Santa Clarita
Public Financing Authority, a joint exercise of powers authority duly organized and
existing under the laws of the State of California laws of the State of California, and
, Secretary of said authority, who are personally known to me to
be the same persons who executed the foregoing instrument of writing as such officers,
and said , as Chairman of said authority, duly acknowledged the
execution of the same to be the act of the authority, and , as
Secretary of said authority, duly acknowledged the attestation of the same for and on
behalf of said authority and affixed thereto the seal of the authority.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal, the day and year last above written.
My Commission Expires:
-39-
Notary Public
THE LAND
THE CITY HALL BUILDING
THE PROJECT
DEFINITIONS
S-CLR3-10D BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
i ��
DEFINITIONS
"Acquisition Fund" means the fund by that name created in Section 501 of the
Fiscal Agent Agreement.
"Act" means the Civil Code of the State of California, Section 718 and any
amendments thereto.
"Additional Certificates" means any additional Certificates executed pursuant to
Section 209 of the Fiscal Agent Agreement.
"Additional Payments" means the additional payments described in Section 5.3 of
the Lease.
"Agency" shall mean the Redevelopment Agency of the City of Santa Clarita, a
redevelopment agency and public body, corporate and politic, created pursuant to the
Community Redevelopment Law, or any body, agency or instrumentality which shall
hereafter succeed to the powers, duties and functions of the Agency.
"Agency Agreement" means the Agency. Agreement dated as of October 1, 1991, by
and between the City and the Agency.
"Authority" means the Santa Clarita Public Financing Authority.
"Authorized Agency Representative" means the Executive Director for the Agency,
or such other person at the time designated to act on behalf of the Agency as evidenced
by written certificate furnished to the City and the Fiscal Agent containing the specimen
signature of such person and signed on behalf of the Agency by the Chairman of the
Agency. Such certificate may designate an alternate or alternates, each of whom shall
be entitled to perform all duties of the Authorized Agency Representative.
"Authorized City Representative" means the Director of Finance, for the City, or
such other person at the time designated to act on behalf of the City as evidenced by
written certificate furnished to the Agency and the Fiscal Agent containing the specimen
signature of such person and signed on behalf of the City by the Mayor of the City. Such
certificate may designate an alternate or alternates, each of whom shall be entitled to
perform all duties of the Authorized City. Representative.
"Base Lease" means that Base Lease dated as of October 1, 1991, by and between
the City, as lessor, and the. Agency, as lessee, whereby the Agency acquired a leasehold
interest in the Facilities.
"Certificate Owner" means the registered owner of any Certificate executed under
the Fiscal Agent Agreement.
"Certificate Registrar" means the Fiscal Agent and any bank or trust company as
successor designated pursuant to the Fiscal Agent Agreement as certificate registrar for
D-1
any series of Certificates and at which Certificates shall be registered.
"Certificates" means the initial series of Certificates of Participation (City Hall
Project), aggregating the principal amount of $ executed pursuant to
Section 208 of the Fiscal Agent Agreement.
"City" means the City of Santa Clarita, California, a municipal corporation and
general law city organized and existing under the laws of the State of California.
"City Hall Building" means the it 'n and related facilities upon the Land
described in Exhibit B to the Fiscal Agent Agreement.
"Closing Date" means October _, 1991, or such later date as agreed upon by the
parties hereto.
"Code" means the Internal Revenue Code of 1986, as amended, together with any
regulations promulgated thereunder by the United States Department of the Treasury,
and the regulations promulgated under the predecessor to the Code, the Internal Revenue
Code of 1954, as amended.
"Completion Date" means the date of completion of the acquisition of the
Facilities established as such pursuant to Section 4.3 of the Lease.
"Costs of Issuance Fund" means the fund by that name created in Section 501 of the
Fiscal Agent Agreement.
"Event of Default" means (a) with respect to the Fiscal Agent Agreement any
Event of Default as described in Section 901 of the Fiscal Agent Agreement, and (b) with
respect to the Lease any Event of Default as described in Section 12.1 of the Lease.
"Excess Investment Earnings" means an amount equal to the sum of —
(a) The excess of --
(1) the amount earned -on all Nonpurpose Investments (other than
investments attributable to an excess described in this paragraph),
over
(2) the amount which would have been earned if such Nonpurpose
Investments were invested at a rate equal to the yield on the
Certificates, plus
(b) Any income attributable to the excess described in subparagraph (a) above.
"Facilities" means the Santa Clarita City Hall, consisting of the Land and the City
Hall Building described in Exhibits A and B, respectively, attached to the Fiscal Agent
Agreement, including all buildings, structures, improvements and fixtures located
thereon, any Facilities Additions, and all additions, modifications and improvements
made to the Facilities pursuant to the Lease, as they may at any time exist; and any
substitute therefor pursuant to Section 1403 of the Fiscal Agent Agreement.
D-2
"Facilities Additions" means all additions, improvements, extensions, alterations,
expansions or modifications of the Facilities or any part thereof financed with the
proceeds of Additional Certificates executed pursuant to Section 209 of the Fiscal Agent
Agreement.
"Fiscal Agent" means the Treasurer of the Authority and its successor or successors
and any other corporation which at the time may be substituted in its place pursuant to
and at the time serving as Fiscal Agent under the Fiscal Agent Agreement.
"Fiscal Year" means the fiscal year adopted by the Agency and the City for
accounting purposes, which as of the execution of the Fiscal Agent Agreement
commences on July 1 of each year and ends on June 30 of the following year.
"Full Insurable Value" means the actual replacement cost of the Facilities less
physical depreciation and exclusive of land, excavations, footings, foundations and
parking lots.
"Government Securities" means (1) direct obligations of, or obligations the payment
of the principal of and interest on which are unconditionally guaranteed by, the United
States of America or agencies of the United States of America secured by such
obligations or (2) obligations of the various states of the United States or their political
subdivisions which have been refunded in advance of their stated maturities, with
obligations described in (1) hereof held in escrow for the payment of the principal of and
the interest on such obligations and which carry the highest credit rating available from
Moody's Investors Service or Standard do Poor's Corporation.
"Fiscal Agent Agreement" means the Fiscal Agent Agreement dated as of
October 1, 1991, by and between the Agency and the Fiscal Agent as from time to time
amended and supplemented by Supplemental Fiscal Agent Agreements in accordance with
the provisions of Article XI of the Fiscal Agent Agreement.
"Independent Appraiser" means an appraiser or firm of appraisers qualified to act
as an appraiser of real property and improvements thereto, who or which is not a full-
time employee of either the Agency or the City.
"Insurance Consultant" means a person or firm who is not an employee or officer of
either the City or the Agency, qualified to survey risks and to recommend insurance
coverage for governmental facilities and equipment of the type involved, and having a
favorable reputation for skill and experience in such surveys and such recommendations.
"Land" means the, parcels of real property described on Exhibit A to the Fiscal
Agent Agreement.
"Lease" means the Lease Agreement dated as of October 1, 1991, by and between
the Agency, as lessor, and the City, as lessee, as from time to time amended and
supplemented in accordance with the provisions thereof and of Article XII of the Fiscal
Agent Agreement.
"Lease Term" means the period from the effective date of the Lease until the
expiration thereof pursuant to Section 3.2 thereof.
"Lease Payments" means the payments described in Section 5.1 of the Lease.
D-3
"Net Proceeds" means, when used with regard to any insurance or condemnation
award with respect to the Facilities, the gross proceeds from the insurance or
condemnation award less the payment of all expenses (including attorneys' fees, Fiscal
Agent's fees and any extraordinary expenses of the Fiscal Agent) incurred in the
collection of such gross proceeds.
"Nonpurpose Investment" means any investment property which:
(a) is acquired with the gross proceeds of the Certificates, and
(b) is not acquired in order to carry out the governmental purpose of the
Certificates.
"Original Purchaser" means the Authority.
"Outstanding" means, when used with reference to Certificates, as of any
particular date of determination, all Certificates theretofore executed and delivered
under the Fiscal Agent Agreement, except:
(a) Certificates theretofore cancelled. by the Fiscal Agent or delivered to the
Fiscal Agent for cancellation;
(b) Certificates deemed to be paid in accordance with the provisions of
Section 1302 of the Fiscal Agent Agreement; and
(c) Certificates in exchange for or in lieu of which other Certificates have been
executed and delivered pursuant to the Fiscal Agent Agreement.
"Owner" shall have the same meaning as the term "Certificate Owner."
"Paying Agent" means the Treasurer of the Authority and any bank or trust
company as its successor designated pursuant to the Fiscal Agent Agreement as paying
agent for any series of Certificates and at which the principal of, premium, if any, and
interest represented by any such Certificates shall be payable.
"Payment Date" means any date on which principal of or interest represented by
any Certificate is payable which shall be March 15 and September 15, commencing March
15, 1992.
"Permitted Encumbrances" means, as of any particular time (a) liens for ad valorem
taxes and special assessments not then delinquent, (b) the Fiscal Agent Agreement,
(c) the Base Lease, (d) the Lease, (e) any and all Uniform Commercial Code Financing
Statements executed to perfect any security interest created in connection with the
execution and delivery of the Certificates, (f) utility, access and other easements and
rights-of-way, mineral rights, restrictions, exceptions and encumbrances that will not
materially interfere with or impair the operations being conducted on the Land or
easements . granted to the Agency, and (g) such minor defects, irregularities,
encumbrances, easements, mechanic's liens, .rights-of-way and clouds on title as normally
D-4
exist with respect to properties similar in character to the Facilities and affected
thereby for the purpose for which it was acquired or is held by the Agency.
"Permitted Investments" meansanyof the following securities, if and to the extent
the same are at the time legal for investment of the Agency's and the City's funds:
(a) Government Securities;
(b) direct and general obligations of the State of California, to the payment of
the principal of and interest on which the full faith and credit of such State
is pledged, provided that at the time of their purchase under the Fiscal
Agent Agreement such obligations are rated in either of the two highest
rating categories by a nationally recognized bond rating agency;
(c) certificates of deposit or time deposits, whether negotiable or
nonnegotiable, issued by any bank or trust company organized under the laws
of any state of the United States -of America or any national banking
association (including the Fiscal Agent), or any federal savings and loan
association provided that each institution is rated A or better by Moody's
Investors Service or Standard & Poor's Corporation and provided that the
principal amount of such certificates of deposit or time deposits shall be
either (1) continuously and fully insured by the Federal Deposit Insurance
Corporation, or (2) continuously and fully secured by such securities as are
described above in clauses (a) and (b), which shall have a market value
(exclusive of accrued interest) at all times at least equal to the principal
amount of such certificates of deposit or time deposits and shall be lodged
with the Fiscal Agent, as custodian, by the bank, trust company, national
banking association or federal savings and loan association issuing such
certificates of deposit or .time deposits, and the bank, trust company,
national banking association or federal savings and loan association issuing
each such certificate of deposit or time deposit required to be so secured
shall furnish the Fiscal Agent an undertaking satisfactory to the Fiscal
Agent that the aggregate market value of all such obligations securing each
such certificate of deposit or time deposit will at all times be an amount
equal to the principal amount of each such certificate of deposit or time
deposit and the Fiscal Agent shall be entitled to rely on each such under-
taking;
(d) Overnight investments in units of a taxable government money-market
portfolio restricted to obligations issued or guaranteed by the full faith and
credit of the United States Government and repurchase agreements
collateralized in possession by such obligations; and
(e) Bonds, debentures and notes issued by corporations organized and operating
within the United States secured by a direct pay letter of credit and rated
by a nationally recognized rating service at the highest short term rating
category with a maturity not exceeding seven (7) days.
"Prepayment Option Price" means the price payable by the City for the prepayment
of all Lease Payments as defined in Section 11.2 of the Lease.
D -S
"Principal and Interest Fund" means the fund by that name created in Section 501
of the Fiscal Agent Agreement.
"Project" fteans that portion of G= Facilities financed with the proceeds of the
Certificates.
"Project Costs" means all costs of acquiring the Project including the following:
(a) all costs and expenses necessary or incident to the acquisition of the
Project;
(b) fees and expenses of appraisers, surveyors and engineers for estimates,
surveys, soil borings and soil tests and other preliminary investigations and
items necessary to the acquisition of the Project and the performance of all
other duties of appraisers, surveyors and engineers in relation to the
acquisition of the Project or the issuance of the Certificates;
(c) expenses of administration, underwriting expenses, legal fees and expenses,
fees and expenses of accountants and other consultants, publication and
printing -expenses, recording fees and expenses for the registration and
recording of any security document, fees and expenses of the Fiscal Agent,
to the extent that said fees and expenses are necessary or incident to the
execution and delivery of the Certificates or the acquiring of the Project;
(d) all other items of expense not elsewhere specified in this definition as may
be necessary or incident to: (1)the authorization, execution and delivery of
the Certificates; (2) the acquiring of the Project; and (3) the financing
thereof; and
(e) reimbursement to the City or those acting on its behalf for any of the above
enumerated costs and expenses incurred and paid by it before or after the
execution of the Lease.
"Rating Agency" means
"Rebate Fund" means the fund by that name created in Section 501 of the Fiscal
Agent Agreement.
"Record Date" means the first (1st) day of the month preceding any Payment Date,
whether or not such day is a business day, except that the first Record Date shall be
March 1, 1992.
"Supplemental Fiscal Agent Agreement" means any Fiscal Agent Agreement
supplemental or amendatory to the Fiscal Agent Agreement entered into by the.Agency
and the Fiscal Agent pursuant to Article YI of the Fiscal Agent Agreement.
"Taxable Lease Payments" means the lease payments attributable to the portion of
the Facilities used for private uses and described in Section 5.2 of the Lease.
"Treasurer" means the Director of Finance of the City, or such other person who is
acting in the capacity of the treasurer of the Authority.
D-6
"Yield" means yield as defined in Section 148(h) of the Code, and the regulations
promulgated thereunder.
D-7
FORM OF CERTIFICATE
S-CLR3-17
BURKE, WILLIAMS, SORENSEN & GAAR
DRAFT NO. 1, AUGUST 26, 1991
FOR DISCUSSION PURPOSES ONLY
AGENCY AGREEMENT
by and between
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA
and
CITY OF SANTA CLARITA, CALIFORNIA
DATED AS OF OCTOBER 1, 1991
AGENCY AGREEMENT
THIS AGENCY AGREEMENT, made and entered into as of October 1, 1991, by and
between the Redevelopment Agency of the City of Santa Clarita (the "Agency"), a
redevelopment agency organized and existing under the laws of the State of California,
and the City of Santa Clarita, California, a municipal corporation and general law city
organized and existing under the laws of the State of California (the "City").
WITNESSETH:
WHEREAS, pursuant to a Base Lease by and between the Agency and the City
dated as of October 1, 1991 (the "Base Lease"), the .Agency acquired a leasehold interest
in certain real estate (the "Land") and in a building and related facilities, a portion of
which will be used as the Santa Clarita City Hall (the "City Hall Building") (the Land and
the City Hall Building together hereinafter referred to as the "Facilities"); and
WHEREAS, the Agency, as lessor, and the City, as lessee, for the purposes of
financing the acquisition of the portion of the Facilities to be used by the City as the
Santa Clarita City Hall (the "Project") have entered into an annual appropriation Lease
Agreement dated as of October 1, 1991 (the "Lease"), whereby the City has leased the
Facilities from the Agency; and
WHEREAS, it is in the interest of the Agency and the City that the Agency
transfer the proceeds of the Certificates (as such term is defined in the Lease) and the
City purchase the Project.
NOW, THEREFORE, in consideration of the above premises and of the mutual
covenants herein contained and for other valuable consideration, the parties hereto DO
HEREBY AGREE as follows:
Section 1. Definitions. The terms capitalized in this Agency Agreement shall have
the meanings ascribed to them in the Lease.
Section 2. Acquisition of the Project. The Agency shall cause a portion of the
proceeds of the Certificates sufficient to acquire the Project to be transferred to the
City for use by the City to acquire the Project. The City assumes all rights, duties and
responsibilities regarding the acquisition of the Project, except as limited herein. The
role of the City pursuant to this Agency Agreement is separate and distinct from the role
of the City as Lessee under the Lease. No merger of the two roles shall be deemedto
occur by reason of the City duties hereunder. It is hereby determined that the City is
suitable to acquire the Project due to the expertise, knowledge and ability of the City's
personnel with respect to similar undertakings.
Section 3. Contracts and Payments. The City may enter into any purchase
contract or any other contract or arrangement required for the acquisition of the Project
upon being assured that moneys sufficient for the payment thereof are then on deposit in
the Acquisition Fund created pursuant to Section 501 of the Fiscal Agent Agreement
dated as of October 1, 1991 (the "Fiscal Agent Agreement") by and between the Agency
and the Santa Clarita Public Financing Authority, as fiscal agent (the "Fiscal Agent") or
are otherwise available. If the City shall enter into any such contract or agreement for
which such moneys are not available, it shall be solely responsible for payment thereof.
The Project shall be held in the fee title of the City.
Section 4. Disbursement from the Acquisition Fund. Pursuant to the Fiscal Agent
Agreement, the Agency shall cause funds in an amount sufficient to pay the acquisition
of the Project to be deposited in the Acquisition Fund to be held by the Fiscal Agent as
assignee of the Agency. Disbursement for acquisition shall be made by the Fiscal Agent
upon receipt of certificates requesting disbursement executed or approved by an
Authorized Agency Representative as more particularly set forth in Section 504 of the
Fiscal Agent Agreement.
Section 5. Acquisition of Remainder of Facilities. The City shall acquire the
remaining portion of the Facilities excluding the Project, from other available moneys of
the City and the City shall maintain the Facilities as provided for in the Fiscal Agent
Agreement.
IN WITNESS WHEREOF, the Agency and the City have caused this Agency
Agreement to be executed in their respective names by their duly authorized officers, all
as of the date first above written.
(SEAL)
ATTEST:
(SEAL)
ATTEST:
Secretary
City Clerk
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA CLARITA
By:
Chairman
CITY OF SANTA CLARITA, CALIFORNIA
By:
Mayor
S-CLR3-13 BURKE, WILLIAMS, SORENSEN & GAAR
FOR DISCUSSION PURPOSES ONLY
DRAFT NO. 2, SEPTEMBER 3, 1991
COMMITMENT AGREEMENT AND PURCHASE CONTRACT
FOR PURCHASE AND SALE OF LOCAL OBLIGATIONS
CITY OF SANTA CLARITA, CALIFORNIA
THIS AGREEMENT, dated as of October 1, 19919 by and among the SANTA
CLARITA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority
organized and existing under and by virtue of the laws of the State of California (the
"Authority"), the CITY OF SANTA CLARITA, a public body, corporate and politic,
organized and existing under the laws of the State of California (the "City") and the
REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, a redevelopment
agency, duly organized and existing under the laws of the Sate of California (the
"Agency"):
WITNESSETH:
WHEREAS, Pursuant to Articles 1 through 4 (commencing with Section 6500)
of Chapter 51 Division 7, Title 1 of the Government Code of the State of California (the
"Act"), the City and the Redevelopment Agency of the City of Santa Clarita (the
"Agency") have by Joint Exercise of Powers Agreement, dated as of , 1991
(the "Agreement"), created the Santa Clarita Public Financing Authority (the
"Authority") for the purpose, among other things, of assisting the City and the Agency in
the financing of Public Capital Improvements, as defined below, pursuant to the Marks -
Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with
Section 6584) (the "Bond Law"); and
WHEREAS, the Authority has determined to finance certain Public Capital
Improvements; as defined in the Bond Law, for and on behalf of the City by the purchase
of local obligations of the City, with the proceeds of the issuance of its Local Agency
Revenue Bonds, Series 1991 (the "Bonds") in the aggregate principal amount of
$_;- and
WHEREAS, the Authority has now determined to issue the Bonds, the proceeds
of which will be used to purchase certain local obligations of the City as U! forth 4h
Exhi i "K attached hereto and matte $ rA hgrg f N(the "City Obligations");
WHEREAS, the City hereby finds and declares that the sale of the Bonds to the
Authority will result in substantial public benefits to the City; and
WHEREAS, in order for the Authority to sell its Bonds, it is necessary for the
City to agree to pay certain costs of issuance of the Bonds in the event the Authority is
unable, for any reason, to acquire, with the proceeds of the Authority's Bonds, a
sufficient principal amount of local obligations to permit the Authority to recover such
costs of issuance from the repayments of such local obligations;
WHEREAS, in consideration of the substantial public benefits to the City of
the purchase .by the Authority of the City Obligations, as described above, the City
desires to agree to pay such costs of issuance, provided that the obligations to pay such
costs of issuance shall be subordinate to the payment of any loans, advances or
indebtedness heretofore or hereafter established or incurred by the City; and
WHEREAS, the Authority and the City desire to enter into an agreement
containing the above-described commitments and providing for the purchase and sale of
the Certificates Qf 1?artici2ation LCi
Ity Ujil B_ in Prat) E i n 'n a Proportionate
Interest Qf = Qgyners Thereof to Lease gagyment T2 Bg MAL By The Cid Qf Santa
1 ri Lal ae 1 bounty. Q liforni T2 The RedUgl mint A_eenev Qf The Q1 Qf
Santa Clarita 0SSig " fell Certificates") by the Agency to the Authority, together
with the further agreements herein set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and for other good and valuable. consideration, the receipt of which is hereby
acknowledged, the Authority and the City agree as follows;
1. Upon the terms and conditions and upon the basis of the representations
and agreements hereinafter set forth, the Agency hereby commits to sell to the
Authority and the Authority hereby commits to purchase from the Agency with the
proceeds of the Bonds all of the aggregate principal amount of the City Obligations. The N
City Hall Certificates shall bear annual interest rates and shall be sold to the Authority
by the Agency at the purchase price set forth on Exhibit 11013", attached hereto and made a N
sort hereof, plus accrued interest from the date of the NQS i=lk=9ertificates to the date
of delivery of the NCitY Hall[Certificates to the Authority (the "Closing Date").
2. The City hereby confirms the expected sufficiency. of Lease Payments
and other moneys to repay timely principal of and interest on the C_ilt HaL certificates.
3. The City agrees to 'issue no other bonds or obligations to finance the
Public Capital Improvements to be financed with the proceeds of the City Obligations,
unless and until the proceeds of the City Obligations have been expended or committed
for expenditure for such Public Capital Improvements or unless and until there shall be
an agreement between the Authority and the City for substitution of other Public Capital
Improvements to be financed with City Obligations.
4. The City and the Agency confirm that there are no substantial conditions
precedent to the execution and delivery by the Agency and to the sale and delivery to the
Authority of the City Obligations.
5. The City and the Agency hereby specify._, 1991, as the
Closing Date of the sale to the Authority of the OCA Hall Qertificates. and the City and
the Agency hereby confirm that it reasonably expects that such sale will occur on such
Closing Date.
6. The City, the Agency and the Authority shall enter into Purchase
Agreement(s) setting forth the final terms and conditions and other customary provisions
for sale of the City Obligations (other than the NQltY H� t_ertifieateslI [such terms,
conditions and provisions to be within the parameters of this Commitment Agreement],
and the City and the Agency hereby specify , 1991, as the date of sale to
the Authority of the City Obligations (other than the:NCilly Hall t ertificatesl, and the
-2-
City and the Agency hereby confirm that it reasonably expects that such sale will occur
on such date.
7. The City and the Agency hereby confirm that, in entering into this
Commitment .Agreement, they have not taken into account either the potential for
subsequent interest changes in the municipal bond market or the potential for subsequent
changes in the federal tax laws, the principal purpose of the City in entering into this
Commitment -Agreement being to obtain assurance that it will have funds available
timely to pay the costs of the Public.Capital Improvements to be financed with the
proceeds of the City Obligations.
8. The City has provided to the Authority the acquisition and construction
disbursement schedule that it reasonably expects to be used with respect to the financing
of the Public Capital Improvements with the proceeds of the City Obligations, which
schedule is attached hereto as Exhibit "NB" and hereby made a part hereof.
9. The Authority agrees to act as fiscal agent for the City Obligations
under and as further to be provided in the respective fiscal agent agreements authorizing
the execution and delivery of the City Obligations. The Authority agrees to act as such
fiscal agent without cost to the City, provided that the City shall reimburse the
Authority for out-of-pocket expenses of the City incurred by the Authority as such fiscal
agent.
10. The City agrees that, if the Authority is unable to use all of the moneys
in the Proceeds Fund to acquire City Obligations and shall apply such unused moneys to
the call and redemption of the Bonds, then the City shall pay to the Authority the
amount necessary to repay costs of issuance incurred by the Authority with respect to
the amount necessary to repay costs of issuance incurred by the Authority with respect
to that portion of the Bonds issued to fund such unused moneys, provided that the
obligation to make such payment to the Authority shall be subordinate to the payment by
the City of any loans, advances or indebtedness heretofore or hereafter established or
incurred by the City. The City shall pay such amount to the Authority in a timely
manner so as to permit the Authority to apply the City's payment to the call and
redemption of Bonds concurrently with the above-described call and redemption from the
Proceeds Fund; provided that the Authority shall first submit to the City a Written
Request for payment of such amount, together with a certification of an Independent
Financial Consultant confirming such amount is the amount necessary to repay such costs
of issuance by the call and redemption of Bonds. All capitalized terms used in this
Section 10 have the respective meanings set forth in the Trust Agreement dated as of
October 1, 1991 (the "Trust Agreement") by and between the Agency and
, as trustee (the "Trustee"), authorizing the issuance of the Bonds.
11.. The .Preliminary Official Statement, including the cover page and
appendices, of PaineWebber, Incorporated (the "Underwriter"), dated ,
1991, relating to the. Bonds (the "Preliminary Official Statement"), with such other
changes and amendments as are mutually agreed to by the Authority and the
Underwriter, is hereinafter called the "Official Statement".
12. The OCity 1111ifi a shall be described in the Official Statement
and shall be execute and delivered under the provisions of the Fiscal Agent Agreement
-3-
dated as of October 1, 1991 (the "Fiscal Agent Agreement") by and between the Agency
and the Authority, and related proceedings authorizing the execution and delivery of the 0
City Hall Certificates (the "Proceedings"). The OCA HaL. Certificates and the interest
represented thereby will be payable from Lease Payments (as defined in the Fiscal Agent
Agreement). Proceeds of the sale of the NCM Liall Certificates will be used by the City
in accordance with the Proceedings.
13. Any action under this Agreement taken by the Authority, including
payment for and acceptance of the i$= 13 la_1 Qertificates, and delivery and execution of
any receipt for the GCtty Hall Certificates and any other instruments in connection with
the closing on theClosingDate, shall be valid and sufficient for all purposes and binding
upon the Authority, provided that any such action shall not impose any obligation or
liability upon the Authority other than as may arise as expressly set forth in this
Agreement.
14. It is a condition to the Agency's sale of the OC -illy HA -1-1 Certificates and
the obligation of the Agency 1
to the Authority's purchase c
Authority to accept delivery o
aggregate principal amount c
authorized by the Proceedings
for by the Authority, on the
(Certificates with the proceeds
o deliver the MCS Hall. Certificates to the Authority, and
f the OCA Hall Certificates and the obligations of the
.' and to pay for the (kil-ty Hall certificates, that the entire
f the 0= lJA—Il certificates not to exceed S7,100—.000
0.000
shall be delivered by the Agency, and accepted and paid
Closing Date. The Authority will pay for the OC Hall -
of
la1
of the Bonds.
15. The City and the Agency have furnished some, but not all, of the
information contained in the Official Statement and hereby authorize the use of that
information by the Authority in connection with the public offering and sale of the
Bonds. The City and the Agency ratify and confirm the use by the Authority of the
Official Statement in connection with the public offering of the Bonds.
16. The Agency represents to the Authority that:
(a) The Agency is a public body, corporate and politic, duly organized
and existing under the laws of the State of California, and has, and on the
Closing Date will have, full legal right, power and authority (i) to enter into
this Agreement, (ii) to adopt or enter into the Proceedings relating to the OCA
Hall Certificates. (iii) to Nsell and deliver the NQUy H_a_ll Certificates to the
Authority as provided herein, and (iv) to carry out and consummate the
transactions contemplated by this Agreement, the Proceedings.and the Official
Statement;
(b) The Agency has complied, and will on the Closing Date be in
compliance in all respects, with the Proceedings;
(c) By official action of the Agency prior to or concurrently with the
acceptance hereof, the Agency has duly adopted the i3ase Lem L
Fiscal Agent Agreement, authorized and approved the execution and delivery
of, and the performance by the Agency of the obligations contained in, the
B -g L La Fiscal Agent Agreement, the NCS Hal certificates and
this Agreement (collectivelyreferre S2 hhergj_rl She _'Cit Full certificates
-4-
D=um�tn S� and has duly authorized and approved the performance by the
Agency of its obligations contained in the Proceedings, and the consummation
by it of all other transactions contemplated by the Official Statement,
including, without limitation, the application of the.Lease Payments to the
payment of the OC_ity HM11. Certificates:
(d) Tg Sha best k02 of = ADAM= (4execution and delivery of
this Agreement and the OCA Ha. Qertificates DP-QUm nets and the adoption or
entering into of the Proceedings, and compliance with the provisions of each
thereof, and the carrying out and consummation of the transactions
contemplated by the Official Statement, will not conflict with or constitute a
breach of or a default under any applicable law or administrative regulation of
the State of California or the United States, or any applicable judgment,
decree, agreement or other instrument to which the Agency is a party or is
otherwise subject;
(e) To the best knowledge of the Agency, at the time of the Agency's
acceptance hereof and at all times subsequent thereto up to and including the
Closing Date, with respect to information describing the Agency and.the
Proceedings conducted by the Agency, the Official Statement does not and will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;
(f) Except as described in the Official Statement, there is no action,
suit, proceeding or investigation before or by any court, public board or body
pending or, to the best knowledge of the Agency, threatened, wherein an
unfavorable decision, ruling or finding would: (i) affect the creation,
organization, existence or powers of the Agency:or the titles of its members
and officers to their respective offices, (ii) enjoin or restrain the execution,
sale and delivery of the 0C= Ha_]1 certificates. the receipt of the Lease
Payments, or the pledge thereof, (iii) in any way question or affect any of the
rights, powers, duties or obligations of the Agency with respect tothe moneys
pledged or to be pledged to pay the principal of, premium, if any, or interest
represented by the NCtY Hall Qertificates. (iv) in any way question or affect
any authority for the execution and delivery of the OCi v Hall certificates. or
the validity or enforceability of the OC:ily Hall gertificates or the Proceedings,
or (v) in any way question or affect 0C_iiY flal1 �Prtificates Documents or the
Offi
transactions contemplated 0 r v. the cial Statement, the documents
referred to in the Official Statement, or any other agreement or instrument to
which the Agency is a party relating to the NC -illy full certificates:
(g) The Agency has not been notified of any listing or proposed listing
by the Internal Revenue Service to the effect that the Agency is a bond issuer
whose arbitrage certifications may not be relied upon;
(h) Any certificate signed by any official of the Agency authorized to
do so shall be deemed a representation by the Agency to the Authority as to
the statements made therein; and
-5-
(i) The Agency will apply the proceeds of the OMY HA -11- Qertificates.
including the investment thereof, in accordance with the Proceedings and as
described in the Official Statement.
M The Cites represents S2 the A i r'
ba Th@ C2Y a s clic bgd corporate "n_d li i diflY r iz "nd
xi in un Yhg Aff 2 �hg S�a_Se 4 Qalifornia. d has. and -nn*= 1 in
Da Yg will hay -e fr_ll 1 _L. right. �4SY4�r In h ri IQ n r in
-0 Ibal
Aim—nit ii SQ a= gr enter in the proceedines r 1 in10 h Hall
Qertificates,ii' SQ s_eil anilili r Ile it Hall Qertificates i2 Sha A1�S�i1.
asr i hnr "n Ii:-vl I ggU and consummate thg trtransactions
contemn ky Lh�i_ ��ggmen She Proceedin¢s S]ie Off @1 Statem
D1 Ttg CRY W 22TD ped. Md will 2S Q1��14 D_ DI in
gQmlicence in all respects. With= Proceedings:
Sic By f i i UIIM g£
acceptance h r o She City hMi
Ae rg=eement. authorized Lnj
therformasg Shs Clot 41
_Lga�e, Fis tJ Sr gmannn
(collectively referred SQ 11e6gi
and has duly authorized and aQ
obligations contained She Pre
other transactions contep
limi i n She application of
Hall. Qertificates:
Shg it p ' r 12 2 eoncurrently wih Shy
adwAld Mi Bade L€aae. Lam anA Fel_
r the execution ani li er Ufa: Lr d
hg obligations contained in. She Base Lease
as
per* She QUIZ= a=
Lense Payment S4
Of the
id Tg She best s4 iZ = aitys She execution a_n_d d =f
this A rgement "n JIM QAiy Bsii Qertificates DMmanta andift i n gp,
enterinz jrgtthe
Proceedings. W 121nlg inn with the eat
h ann IU carrying glt ann consumm i n ftransactions
contem 1 d ky She Offi i �t�tBtDmt will notconflict with 2 constitute a
breacha d�afgg( -dg. labl� lbw 4r e_dministrative regulation oaf
IU State EC California 2r Sh4 UnitedStates, or a_n�. * applicaD-Ig 1=09—nt,
decreg aQ egmgnt 12 2r. en 4QhShg CA a e 2 "r 2 A
otherwise subiectet�
lie 12 She 12€St k2wSed g1 Sg Mt g SU jjLn gf !U QJS.
acceptance har 2f and at all=Iggsubseeuent Sh��iQ >Y2 14 @n- in 1 in ig
to in
L)ate. with r 1g 'nt formation describing Sha Q-ty an_d Itge
Proceedings conducted Shgitv, Shg Official Statement dM not MA W-Ul
ngS contain au Italement Qfa ri 1°St 2 gm S4 SSASe e
material fact L€d LQ kg S_ttSad Shy 2necessary Ig [n kap She
statetDents hh r in in h=g l:a_ht 2f = circum s under whL4h 111CY 19M
made LU misleading;
M an described in She Q i i 1 StateLncnnt there io-o i n
s11:1. proceeding 2 investigation before gr ate+ any 1 C �d gL tod
n in ger SQ SheS �M"h
Cjthreatened. yh r i gr
-6-
¢lg i i n _rUJi:pZ 9r finding 1_g1ft lii fa feet She ion
ionexistence 2r mower_ Shs or tl€I of jSS members end
S4 their respectiveoffi ii gnigin 91 restrain ju execution. ale
2r Sim1D Edee fjlLij in any
22=4 duties 9r oblieations g =
SQ DS Dledee 14 p i1i orincinal <
¢�
City Han Sertificates. iy
f2r hie execution and ed�ygt � 1.1
enforceability R=f She city Hall Cg
on m_ d hL raiz the 4fficia
ing Official Statetn= 2r au 91
Cit. -a party 1 in 12 the Cit
este the r ei 2 1h9 Lease Pavment
YRY QM1140-09rfa feet. m 2f thg ri h
%i!.`'i h ell• . 1 S ID 2r
,,.=LniuLnf anv. or int r represented
au Sym quotion =r fa feet i h ri
i City HM11 Certificates. 2r9r_
:ificates or She Proceedin¢s. 2g -(11 innam
�rtificates Documenr the transactions
Statemm thed9-QuLne- r f rr 12 in
Lr a=m"nt pr 'n r m__Lnt 12 WhL_h thg
all Certificates:
id T__hg Com. h� nu_t been ifie =f min qr Orono i in ky
lh-QIn rn $evenue r i e io She fe f�i ShaS She Cily is h bond issuer v3hoaj
arbitr certifications mgv = ¢g —rQ-Figduoaon;
M Any certificate 'gnd U anyofficial the �l authorized i2 0
a2 shall bg dQgme51 g representation bU = City 12 the A h ri as 12 She
statements maslg h r in and
Ell Tb_e MY will apply She. proceeds 2�f She = Ha11 certificates.
in 1 She in stn n jhereof in accordance with the Proceedings and aa
described i� She Official S+�tgmenS,
18. If between the date of this Agreement and the date ninety (90) days after
the Closing Date an event occurs which is materially adverse to the purpose for which
the Official Statement is to be used which is not disclosed in the Official Statement, the
Agency shall. notify the Authority.
19. At 9:00 a.m., P.S.T., on the Closing Date, or at such other time or on
such other date as is mutually agreed by the Agency and the Authority, the Agency will
deliver the OC_ily Hall Certificates to the Authority in definitive form, duly executed,
together with the other documents hereinafter mentioned, and, subject to the terms and
conditions hereof, the Authority will accept such delivery and pay the purchase price of
the OCA Hall certificates as referenced in paragraph 1 hereof by certified or bank
cashier's check or wire transfer or other funds which are good funds on the Closing Date
payable to the order or on behalf of "City of Santa Clarita". Delivery and payment,.as
aforesaid, shall be made at such place as shall have been mutually agreed upon by the
Agency and the Authority.
20. The Authority has entered into this Agreement in reliance upon the
representations and agreements of the Agency and She City contained herein and to be
contained in the documents and instruments to be delivered on the Closing Date, and
upon the performance by the. Agency and She C_:US of its respective obligations hereunder,
both as of the date hereof and as of the Closing Date. Accordingly, the Authority's
obligations under this Agreement to purchase, to accept delivery of and to pay for the N
C:11Hall t ertificates shall be subject to the performance by the Agency anA She M of
its obligations to be performed hereunder and under such documents and instruments at
or prior to the Closing Date, and shall also be subject to the following conditions:
-7-
(a) The representations of the Agency "nd She City contained herein
shall be true, complete and correct on the date hereof and on and as of the
Closing Date, as if made on the Closing Date;
(b) On the Closing Date the Proceedings shall be in full force and
effect, and shall not have.been amended, modified or supplemented, and the
Official Statement shall not have been amended, modified or supplemented,
except in either case as may have been agreed to by both the Authority and
the Underwriter;
(c) As of the Closing Date, all official action of the Agency and the
Cifty relating to the Proceedings shall be in full force and effect, and there
shall have been taken all such actions as,in the opinion of Burke, Williams,
Sorensen & Gear, special counsel ("Special Counsel"), shall be necessary or
appropriate in connection therewith, with the issuance of the OCA HELIL
Certificates and with the transactions contemplated hereby, all as described in
the Official Statement;
(d) The Authority shall have the right to terminate the Authority's
obligations under this Agreement to purchase, to accept delivery of and to pay
for the OC:iCY Hull certificates by notifying the Agency of their election to do
so if, after the execution hereof and prior to the Closing: (i) the marketability
of the OCity Upl_1 t_ertiFicates or the market price thereof, in the opinion of the
Authority, has been materially and adversely affected by any decision issued
by a court of the United States (including the United States Tax Court) or of
the State of California, by any ruling or regulation (final, temporary or
proposed) issued by or on behalf of the Department of the Treasury of the
United States, the Internal Revenue Service, or other governmental agency of
the United States, or any governmental agency of the State of California, or
by a tentative decision with respect to legislation reached by a committee of
the House of Representatives or the Senate of the Congress of the United
States, or by legislation enacted by, pending in, or favorably reported to either
the House of Representatives or the Senate of the Congress of the United
States or either house of the Legislature of the State of California, or formally
proposed to the Congress of the United States by the President of the United
States or to the Legislature of the State of California by the Governor of the
State of California in an executive communication, affecting the tax status of
the City, its property or income, its bonds (including the OCily HaL
Certificates) or the interest thereon, or any tax exemption granted or
authorized by the Bond Law; (ii) the United States shall have become engaged
in: hostilities which have resulted in a declaration of war or national
emergency, or there shall have occurred any other outbreak of hostilities, or a
local, national or international calamity or crisis, financial or otherwise, the
effect of such outbreak, calamity or crisis being such as, in the reasonable
opinion of the Authority, would affect materially and adversely the ability of
the Authority to market the Bonds (it being agreed by the Authority that there
is no outbreak, calamity or crisis of such a character as of the date hereof);
(iii) there shall have occurred a general suspension of trading on the New York
Stock Exchange or the declaration of a general banking moratorium by the
United States, New York State or California State authorities; (iv) there shall
-8-
have occurred a withdrawal or downgrading of any rating assigned to any
securities of the City by a national municipal bond rating agency; (v) an event
described in paragraph 16 or 1? hereof occurs which in the opinion of the
Authority requires a supplement or amendment to the Official Statement, and
such supplement or amendment is not agreed to by the Agency; and
(e) On or prior to the Closing Date, the Authority shall have received
each of the following documents:
(1) All documents and opinions required to be received by the
Trustee for the Bonds prior to the application of proceeds of the Bonds to
the purchase of. the OC]SY Hall certificates, including, without limitation,
the documents and opinions required to be delivered to such trustee
pursuant to Section 3.05 and Section 3.06 of the Trust Agreement;
(2) Opinions, in form and substance satisfactory to the City, the
Agency and the Authority, dated as of the Closing Date, of (a) Special
Counsel, approving, without qualification, the validity of the OC ty H 1
Certificates and the exemption of the interest thereon from federal and
state personal income taxation, as described in the Official Statement;
(3) A letter of Special Counsel, dated the date of the Closing and
addressed to the Authority, to the effect that the opinion referred to in
the preceding subparagraph (1) may be relied upon by the Authority to
the same extent as if such opinion were addressed to it;
(4) A supplementary opinion, dated the date of the Closing and
addressed to the Authority, of Special Counsel to the effect that (i) this
Agreement has been duly authorized, executed and delivered by, and,
assuming due authorization, execution and delivery by the Authority,
constitutes a legal, valid and binding agreement of the City and the
Agency enforceable in accordance with its terms, except as such
enforceability may be limited by the application of equitable principles if
equitable remedies are sought; and (ii) the OCiti Hill certificates are not
subject to the registration requirements of the Securities Act of 1933, as
amended, and the Indenture is exempt from qualification under the Trust
Indenture Act of 1939, as amended;
(5) A certificate dated the Closing Date, addressed to the
Authority, signed by the Chairman of the Agency and attested by the
Secretary of the Agency to the effect that:
(i) The representations of the Agency contained herein are
true and correct in all material respects on and as of the Closing
Date as if made on the Closing Date:
(ii) Except as described in the Official Statement, there is
no action, suit, proceeding or investigation before or by any court,
public board or body pending or threatened, wherein an unfavorable
decision, ruling or finding would: (A) affect the creation,
iE
organization, existence or powers of the Agency, or the titles of its
members and .officers to their# respective offices, (B) enjoin or
restrain the execution, sale and delivery of the O it Hall
Qertificates. the Lease Payments or any other moneys or property
pledged or to be pledged under the Fiscal Agent Agreement, or the
pledge thereof, (C) in any way question or affect any of the rights,
powers, duties or obligations of the Agency with respect to the
Lease Payments or moneys and assets pledged or to be pledged to
pay the principal of, premium, if any, or interest represented by
the (KQi y H_a_Il Certificates. (D) in any way (question or affect any
authority for the execution and delivery of the OQ:11y Hall
Certificates. or the validity or enforceability of the OCilly lull
certificates or the Proceedings, or (E) in any way question or
affect Othe = LjaaU Certificates Documents -or the transactions
contemplated OIDSLeby., the Proceedings, the Official Statement or
the documents referred to in the Official Statement;
(iii) The Agency has complied with all agreements,
covenants and arrangements, and satisfied allconditions, on its
part to. be complied with or satisfied on or prior to the Closing
Date; and
(iv) To the best of their knowledge, no event affecting the
Agency has occurred since- the date of the Official Statement
which should be disclosed in the Official Statement for the
purposes for which it is necessary to disclose therein in order to
make the statements not misleading in any respect;
M A certificate dated the Closin Date, addressed t4 the
A h ri i n ky the Qh rman of the Cily and tteite� the
r r 2L the QIV t4 thg off i that:
Ja The representations 4f the Ci v contained herein m
true anicorrect in ali m_ ri 2 an=d ar =f the 1 in
Dame as if maw 2 thg UQainng Dale
described in the Q fi i 1 Statement theme ig
n� ami dui proceeding gr investigationtaLore or Dav au o r
W r p2r b2dn in or threatened, wherein in= unfavorable
dagLi n LUJ:nZ 2E i in yould: jam)_fa_ t th-e
organization, existence or .p=2wers of t i v or th_e 11:11Of i!A
mgmbers n officers t4their respective ff4 ides i�B �n'Lin or
restrain the executioner sale and li ery pL the i v kali
Qertificates. th@ lease PamPn or awn other mon _r ro er
91PWW 2r 12 DIyled -jnnr lh& Fiscal—A Ont 1g�m = o? S�
� in n on ffe nom+ the rithts.
pledge �ate-'' c_y �` 4n
2=o,geM duties 2 obligations oo the �iS. wit resp22t 2=4 the Lease
garments gr mmevj anA assets pledge =Q=r!4 Qe pled 14 m .the
principal of. =r LnI ma: if Myl 2 interest represented b tha
Hall Certificates. __id am wax i n 2r fa feet ang h ri
-10-
for She execution ani 2f. SQ City H9-11- Q r ifi a 2r Sh_g
2r enforceability of S_hg city Hall Qertifieates Qr S_h_e
Proceedings. 2r t in any waw i n gr fa feet = QI�y H911
Certificates L)MLngnts 2r She transactions on em ire her
She Proceedings. S
Official Stateg!en Qr_ = d2auments _rderred
SQ in She QILIgIA1 StalgLn
M Tile City DM Bonnli2d wi h 21_1- u gU)—ntz covenants
and ra ran -rr� nl end satisfiedWillconditions. 4n it;;. part_ S_o bo
=OMDUC-d with or satisfied 411 4r_ rotor S4 S 1 sin p�
E 14 SLei kcal of IbIll M2;ylgd 122 g€n_S ff in She
Cit has occurred sit12� S dSg 4� S 4ffi i 1 Statement whigh
should bs disclosed in She Qf ' i 1 Statem for She purposes for
which it iE necessary t2 in in or SQ ma-ke the
statements i1� Ln in in any respect:
(7) An opinion, dated the date of Closing and addressed to the
Authority, of Counsel to the Agency, that, except as described in the
Official Statement, there is no action, suit, proceeding or investigation
before or by any court, public board or body pending or threatened,
wherein an unfavorable decision, ruling or finding would: (i) affect the
creation, organization, existence or powers of the Agency, or the titles
of its members and officers to their respective offices; (ii) enjoin or
restrain the execution, sale and delivery of the OCA Hall. Qertifieates.
the receipt of any other moneys or property pledged or to be pledged
under the Proceedings or the pledge thereof; (iii) in any way question or
affect any of the rights, powers, duties or obligations of the Agency with
respect to the Lease Payments or the moneys and assets pledged or to be
pledged to pay the principal of, premium, if any, or interest represented
by the (9QJIy Hall Certificates: (iv) in any way question or affect any
authority for the execution and delivery of the OCA Hall. Certificates: or
(v) in any way question or affect i$She City Hall Qertifieates Dmments or
the transactions contemplated 196erQ the Official Statement or the
documents referred to in the Official.Statement;
An a
A h ri 2 U
Stateme_nn there
by am ur 0
6 dated the date Qf 1 in LnA addressed tQ She
rn iha_t except a described in She Official
i n �11i eroceedin2 4r investigationbefore or
Board Qr b -d t?endine Qr threatened. Syh r i an
rul'n or fin 'n Vguld: fa fa feet Sh r ion
A 2=r 22wers Qf lh-e C'Q Sh titles Qf ifs.
?Q theirrespective ffQ iC ii n' i Qr re r i
Qf the C-Lity Hall Certificates. ih
s property pledged 4r 14 ba jnnr She
= thereof: iii in any waw guestiQn or affect MY
iea 2rr obligations Qf the C3S with L=921 14
MTIMLn� if any. Qr interest represented by1=]e CLI-V
in M VU RK au h ri 14E IM
-11-
execution and deliverv gf wig y H9ll certificates: or Zvi iI a� l'�
tion orfa feet the City Hall certificates Q=uu cents )Z the
transactionson Ln 1 d the 4ffi i 1 Stas_Qpent or thQ
o umen referred .tQ jn the Official Statem=
(9) Such additional legal opinions, certificates, instruments and
documents as the Authority may reasonably request to evidence the truth
and accuracy, -as of the date hereof and as of the Closing Date, of the
Agency's and .the C_Ltyja representations contained herein and of the
statements and information contained in the Official Statement.
In addition to the foregoing, the Agency shall on the Closing Date provide the
Proceedings, certified by the authorized officers of the Agency under its seal as true
copies and as having been adopted or executed (as applicable), with only such
amendments, modifications or supplements as may have been argued to by the Authority.
All of the opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof if, but only if, they are in form and substance satisfactory to
the Authority, but the approval of the Authority shall not be unreasonably withheld.
Receipt of, and payment for, the HPll certificates shall constitute evidence of the
satisfactory nature of such as to the Authority. The performance of any and all
obligations of the Agency and the C_iLY hereunder and the performance of any and all
conditions contained herein for the benefit of the Authority may be waived by the
Authority in its sole discretion.
If the Agency or the Ci:jy shall be unable to satisfy the conditions to the
obligations of the Authority to purchase, accept delivery of and pay for the OC lv Ha -11
Certificates contained in this Agreement, or if the obligations of the Authority to
purchase, accept delivery of and pay for the OCity Hali Certificates shall be terminated
for any reason permitted by this Agreement, this Agreement shall terminate, and neither
the Authority,,Othe Agency nor Sha City shall be under further obligation hereunder,
except that the respective obligations of the Agencyt the City and the Authority set
forth in paragraphs 021 and 022 hereof shall continue in full force and effect.
21. The Authority shall be under no obligation to pay, and the OCC shall pay
the following expenses incident to the performance of the Agency's =r Ciffa obligations
hereunder; (1) the cost of the preparation of the 0C_ily Haii certificates: (ii) the fees and
disbursements of Special Counsels OAgency Counsel and City A orn ; (iii) the fees and
disbursements of accountants, advisers and of any other experts or consultants retained
by the City.
22. This Agreement is made solely for the benefit of the City, the agency
and the Authority (including their successors and assigns), and no other person shall
acquire. or have any right hereunder or by virtue hereof. All of the City's and the
Agency's representations and agreements contained in this Agreement shall remain
operative and in full force and effect regardless of: (i) any investigations made by or on
behalf of the Authority or (ii) delivery of and payment for the OCIty Hala certificates
pursuant to this Agreement. The agreements contained in this paragraph and in
paragraph 021 shall survive any termination of this Agreement.
-12-
23. This Agreement shall become effective upon the execution of the
acceptance hereof by the signatures of the Mayor of the City, the Chairman of the
Agency and the Chairman of the Authority, and shall be valid and enforceable as of the
time of such execution.
24. This Commitment Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered. shall be an original,
but all such counterparts shall together constitute but one and the same instrument.
25. In case any one or more of the provisions contained herein shall for any
reason be .held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof.
26. The validity, interpretation and performance of this Commitment
Agreement shall be governed by the laws of the State of California.
-13-
IN WITNESS WHEREOF, the Authority, the City and the Agency have each
caused this Commitment Agreement to be executed by their duly authorized officers all
as of the date first above written.
SANTA CLARITA PUBLIC FINANCING
AUTHORITY
By:
Title:
-14-
CITY OF SANTA CLARITA, CALIFORNIA
By:
Mayor
-15-
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA CLARITA
By:
Chairman
-16-
EXURB -11 A
CITY QBLI ATPONS
EXHIBIT B
(CITY HALL QEETIFICATE$
MATURITY -SCHEDULE
ACQUISITION AND CONSTRUCTION
DISBURSEMENT SCHEDULE