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HomeMy WebLinkAbout1992-11-24 - AGENDA REPORTS - ASMT APPROVAL SELL BONDS (2)Ken Pulskamp UNFINISHED BUSINESS DATE: November 24, 1992 SUBJECT: GOLDEN VALLEY ASSESSMENT DISTRICT APPROVAL TO SELL BONDS (AMCAL) DEPARTMENT: City Manager At the meeting of November 10, 1992, the City Council gave direction for the City to proceed with a single issue of bonds in the approximate amount of $880,000.00, and directed staff to move forward with all due speed. City staff, City Attorney and City consultants have prepared the attached resolutions which accomplish the following: . Approves changes to the Engineer's Report as related to the AMCAL project. . Authorizes execution of the Fiscal Agent Agreement that allows PaineWebber to proceed with bonds for the AMCAL project only. . Approves the form of the Preliminary Official Statement regarding the bond transaction which is to be made available to prospective bond purchasers. City Council authorization to execute the attached and authorization to proceed allows for the City to offer these bonds for sale prior to the close of the calendar year 1992. Staff will report to the City Council upon sale and provide periodic updates on the project. -1 Ken (1) Adopt Resolution No. 92-230 ordering changes and modifications to the Engineer's Report; (2) adopt Resolution No. 92-231 authorizing execution of a Fiscal Agent Agreement; (3) adopt Resolution 92-232 approving the forms of Bond Purchase Agreement, Official Statement and related documents andauthorizing actions with respect thereto. Attachments Bond Purchase Agreement Official Statement, Changes Fiscal Agent Agreement Reso. No. 92-230 Reso. No. 92.231 Reso. No. 92-232 and Modifications Adopted: t_ Agenda Item: r Uq*Ma4;L1J*.1i CityManag Item to be UNFINISHED BUSINESS DATE: November 24, 1992 SUBJECT: GOLDEN VALLEY ASSESSMENT DISTRICT APPROVAL TO SELL BONDS (AMCAL) DEPARTMENT: City Manager Pulskamp At the meeting of November 10, 1992, the City Council gave direction for the City to proceed with a single issue of bonds in the amount of $880,000.00, and directed staff to move forward with all due speed. City staff, City Attorney and City consultants have prepared the attached resolutions which accomplish the following- * Approves changes to the Engineer's Report as related to the AMCAL project. . Authorizes execution of the Fiscal Agent Agreement that allows PaineWebber to proceed with bonds for the AMCAL project only. . Approves the form of the Preliminary Purchase Statement regarding the bond transaction which Is to be made available to prospective bond purchasers. City Council authorization to execute the attached and authorization to proceed allows for the City to offer these bonds for sale prior to the close of the calendar year 1992. Staff will report to the City Council upon sale and provide periodic updates on the project. DATI (1) Adopt Resolution No. 92-230 ordering changes and modifications to the Engineer's Report; (2) adopt Resolution No. 92-231 authorizing execution of a Fiscal Agent Agreement; (3) adopt Resolution 92-232 approving Bond Purchase Agreement, Official Statement and related documents and authorizing actions with respect thereto. Attachments Bond Purchase Agreement Official Statement, Changes and Modifications —Irn Fiscal Agent Agreement Reso. No. 92-230 Reso: No. 92.231 Reso. No. 92-232 reading file in City Clerk's office Aaeeaa Item: 29162-02 JIUMM101d 11118/92 i . i RESOLUTION NO. _92 -2 -IQ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA ORDERING CHANGES AND MODIFICATIONS CITY OF SANTA CLARITA ASSESSMENT DISTRICT NO. 92-2 (Golden Valley Road) WHEREAS, on April 21, 1992, this Council adopted Resolution No. 92-81, A Resolution of Intention to Make Acquisitions and Improvements; WHEREAS, in the proceedings under and pursuant to said Resolution, the Engineer's Report was adopted and an assessment was confirmed and levied by Resolution No. 92-97 adopted on June 23, 1992; WHEREAS, certain of the assessments as shown in set Engineer's Report were subsequently apportioned in connection with the subdivision of the parcels of land upon which such assessments were levied; WHEREAS, the changes and modifications hereinafter ordered will not increase the total amount of the assessment or the amount of any individual assessment nor eliminate or add any work which will substantially and adversely alter or affect the benefits to be derived from the work and acquisitions; WHEREAS, the public interest, convenience and necessity require the changes and modifications hereinafter ordered; WHEREAS, the Engineer of Work has filed with the City Clerk proposed revisions to the Engineer's Report as approved by this Council, to wit: changes in the Summary Cost Estimate, the Cost Estimates, the Method of Assessment and the Assessment Roll; NOW, THEREFORE, BE IT RESOLVED, by the City Council (the "Council") of the City of Santa Clarita, California (the "City") as follows: 1. That changes and modifications be made in the Summary Cost Estimate, the Cost Estimates, the Method of Assessment, and the Assessment Roll as set forth in Exhibits ."A, "13," "C," and "D," respectively, attached hereto and made a part hereof. 2. That conforming changes be made to the Engineer's Report to reflect the fact that the improvements will be undertaken in three phases. 3. That the City .Clerk shall forward a certified copy of this resolution to the Superintendent of Streets as his authority to make the changes and modifications on the face of the assessment roll. , PASSED AND ADOPTED by the City Council of the City of Santa Clarita at a regular meeting held on the day of 1992. MAYOR I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the day of , 1992, by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS - 2 - CITY CLERK 29162-02 JF1RW:D30:6rf 11/18192 RESOLUTION NO. 92-231 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA AUTHORIZING EXECUTION OF A FISCAL AGENT AGREEMENT CITY OF SANTA CLARITA ASSESSMENT DISTRICT NO. 92-2 (Golden Valley Road) WHEREAS, on April 21, 1992, this Council passed and adopted Resolution of Intention No. 92-81 (the "Resolution of Intention") relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913. By said Resolution of Intention, this Council provided that serial and/or term bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the. Streets and Highways Code of California and reference to said Resolution of Intention is hereby expressly made for further particulars; WHEREAS, on July 23, 1992 this Council adopted Resolution No. -92-98, A Resolution of the City Council of the City of Santa Clarita Determining Unpaid Assessments, Authorizing . Issuance of Bonds and Providing for Execution of Fiscal Agent Agreement With Respect Thereto; WHEREAS, the fiscal agent agreement authorized by said Resolution No. 92-98, has not been executed and the Council wishes to authorize and approve a different form of Fiscal Agent Agreement providing for issuance of bonds .upon the security of a portion of such unpaid assessments; NOW, THEREFORE, BE IT RESOLVED, by the City Council (the "Council') of the City of Santa Clarita, California (the "City") as follows: Section 1. Designation of Agent: The fiscal agent shall be as designated in the Fiscal Agent Agreement to act as the Fiscal Agent to perform the actions and duties required under the Fiscal Agent Agreement for the authentication, transfer, registration, and payment of the bonds. The Finance Director of the City is hereby authorized and directed to enter into agreements with the Fiscal Agent in furtherance of the actions and duties of the Fiscal Agent under this Resolution and the Fiscal Agent Agreement for such authentication, transfer, registration and payment of the bonds. Section 2. Annroval and Authorization of Fiscal Agent Agreement. The Fiscal Agent Agreement, in the form this day presented to this Council, which Agreement provides, in substance, for the provisions of the issuance and payment and covenants relating to the bonds or the series thereof, is hereby approved. The Finance Director of the City is hereby authorized and directed to execute the Fiscal Agent Agreement on behalf of the City, with such changes thereto as may be approved by the Bond Counsel to the City with respect to the proceedings for said assessments for the purposes of the issuance of the bonds, the approval of such changes to be conclusively evidenced by the execution of the Fiscal Agent Agreement by the Finance Director. The Fiscal Agent Agreement may provide for the issuance of one or more series of bonds in and for said assessment district. PASSED AND ADOPTED by the City Council of the City of Santa Clarity at a regular meeting held on the day of 1992. MAYOR I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the day of 1992, by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS -2- CITY CLERK 99162-02 JHHWAJO:brf 11/19/92 RESOLUTION NO. 92-232 A RESOLUTION OF THE CITY COUNCIL OF SANTA CLARITA APPROVING BOND PURCHASE AGREEMENT, OFFICIAL STATEMENT AND RELATED DOCUMENTS AND AUTHORIZING ACTIONS WITH RESPECT THERETO CITY OF SANTA CLARITA ASSESSMENT DISTRICT NO. 92-2 (Golden Valley Road) WHEREAS, on this date, PaineWebber Incorporated (the "Underwriter") has presented to this Council, a form of agreement (the "Bond Purchase Agreement") for the purchase of not to exceed $879,432 par value of City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road), Limited Obligation Improvement Bonds, Series 1992, (the "Bonds") to be issued by the City in proceedings undertaken pursuant to Resolution No. 92-81, a Resolution of Intention to Make Acquisitions and Improvements, adopted by the Council on April 21, 1992; WHEREAS, Fieldman, Rolapp & Associates, as financial advisor to the City (the "Financial Advisor") has prepared an Official Statement describing the Bonds, a preliminary form of which is on file with the City Clerk; WHEREAS, the Council has considered the Bond Purchase Agreement and Preliminary Official Statement and finds them acceptable subject to the conditions set forth in this resolution; and WHEREAS, the public interest and convenience will be served by entering into the Bond Purchase Agreement and authorizing the Preliminary Official Statement; NOW THEREFORE, IT IS ORDERED as follows: Section 1. The Bond Purchase Agreement is hereby approved and the City Manager or the Director of Finance of the City, or such other official of the City as may be designated by the Council (the "Authorized Official"), is hereby authorized and directed to execute and deliver the Bond Purchase. Agreement, for and on behalf of the City, substantially in the form of the Bond Purchase Agreement presented to the Council, with any changes, insertions and deletions as may be approved by the Authorized Official in consultation with the Underwriter, the Financial Advisor and Jones Hall Hill & White, A Professional Law Corporation, as bond counsel, with respect to these assessment proceedings, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by Authorized Official. Section 2. The foregoing approval is hereby expressly conditioned upon the satisfaction of the following: (i) the- total principal amount of the Bonds shall not exceed $879,432; (ii) the average interest cost of the Bonds shall not exceed nine percent (9%) per annum; (iii) the Underwriter's discount for the Bonds shall not exceed one and seven -tenths percent (1.7%) of the principal amount of the bonds, and (iv) the Bonds shall mature not later than thirty (30) years. Section 3. Upon execution of the Bond Purchase Agreement by the City, the Bonds shall be printed, authenticated and delivered, all in accordance with the applicable terms of the Bond Purchase Agreement and the Authorized Official and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement to complete all actions required to evidence the delivery of the bonds and the receipt of the purchase price thereof from the Underwriter. Section 4. The Council hereby approves the Preliminary Official Statement describing the financing described herein, in substantially the form on file with the Authorized Official, together with any changes therein or additions thereto deemed advisable by the Authorized Official. The Council approves and authorizes the distribution by the Underwriter of the Preliminary Official Statement to prospective purchasers of the Bonds, and authorizes and directs the Authorized Official on behalf of the City to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"), the Preliminary Official Statement prior to its distribution to prospective purchasers of the Bonds. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Official and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 5. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the assessment district and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, contract, and other document described in the documents herein approved. Section 6. This resolution shall take effect from and after its adoption. - 2 - PASSED AND ADOPTED by the City Council of the City of Santa Clarita at a regular meeting held on the day of 1992. MAYOR I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the day of , 1992, by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS - 3 - CITY CLERK BOND PURCHASE AGREEMENT CITY OF SANTA CLARITA LIMITED OBLIGATION IMPROVEMENT BONDS ASSESSMENT DISTRICT NO. 92-2 (GOLDEN VALLEY ROAD) _, 1992 City Council City of Santa 23920 Valencia Santa Clarita, Clarita Blvd., Ste. 300 CA 91355 Ladies and Gentlemen: PaineWebber Incorporated (the "Underwriter"), offers to enter into this Bond Purchase Agreement with the City of Santa Clarita (the "City") which, -upon acceptance, will be binding upon the City anduponthe Underwriter. This offer is made subject to the City's acceptance hereof on the date hereof, and if not so accepted will be subject to withdrawal by the Underwriters upon acceptance hereof by the City. 1. Purchase. Sale and Delivery of the Bonds. (a) Subject to the •terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to sell to the Underwriter, all (but not less than all) of the $ City of Santa Clarita Limited Obligation Improvement Bonds, Assessment District No. 92-2 (Golden Valley Road) (the "Bonds"), dated December 1, 1992, bearing interest (payable commencing March 2, 1993, and semi- annually thereafter on March 2 and September 2 in each year) at the rates of interest, and maturing on the dates and in the amounts, as set forth in Exhibit A attached hereto and incorporated here in by this reference. The purchase .price of the Bonds.shall be % of the principal amount of the Bonds, plus accrued interest from December 1, 1992 to the Closing Date (as hereinafter defined), which equals an underwriting discount in the amount of $ The Underwriter agrees to make a bona fide public offering of all the Bonds at the initial public offering price or prices (or yields) set forth on the cover page of the Official Statement prepaid in connection with the delivery and sale of the Bonds, plus accrued interest from December 1, 1992; provided, however, the Underwriter reserves the right to change such initial public offering price as the Underwriter deems necessary or desirable, in its sole discretion in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at 11/16/92 stclrpur.al0 1 0 0 AGENDA REPORT i City Manager Approva✓ Item to be presentedby UNFINISHED BUSINESS DATE: November 24, 1992 . ` Ken Puts p J. SUBJECT: GOLDEN VALLEY ASSESSMENT DISTRICT PPROVAL TO SELL BONDS (AMCAL) DEPARTMENT: Ci Manager / BACKGROUND At the meeting of Novembyof$880, , the City Co cil gave direction for the City to proceed with a single Issue of bonds in t of $880, .00, and directed staff to move forward with all due speed. City staff, Citynd City nsultants have prepared the attached resolutions which accomplish the follo.Approves changes to th's port as related to the AMCAL project. . Authorizes execution of gent greement that allows PaineWebber to proceed with bonds for the AMCAL y. . Approves the form of the Preii inary Purchase t dem is to be made available to rospective bond p cha: City Council authorization execute the attached an i to offer these bonds for a prior to the close of the cale Council upon sale and ovide periodic updates on the regarding the bond transaction which irization to proceed allows for the City year 1992. Staff will report to the City (1) Adopt ResolujZon No. 92-230 ordering changes and modifica'tkons to the Engineer's Report; (2) adopt Resoluta No. 92-231 authorizing execution of a Fiscak Agent Agreement' (3) adopt Resolution 92 -?22 approving Bond Purchase Agreement, Official Sta ment and related documents and authorizi g actions with respect thereto. Bond P chase Agreement 0fficia Statement, Changes and Modifications—in reading file in ity Clerk's office Fisca Agent Agreement Resq( No. 92.230 Reo. No. 92.231 Reso.. No. 92.232 Age item; - prices lower than the initial offering prices or higher than the yields set forth in the Official Statement. The Underwriter also reserves the right (a) to over -allot or effect transactions that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market, and (b) to discontinue such stabilizing, if commenced, at any time. A "bona fide public offering" shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. The Bonds shall be substantially in the -form described in, shall be issued and secured under the provisions of and shall be payable and subject to redemption as provided in the Fiscal Agent Agreement, dated as of 1, 1992 (the "Indenture"), approved by a resolution (the "Resod on"), adopted by the City on April 21, 1992, and the Improvement Bond Act of 1915, constituting Division 10 of the Streets and Highways Code of the State of California (the "Bond Act"). (b) The City has authorized the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement dated _, 1992 relating to the Bonds, which, together with the cover page and all appendices thereto, is herein called the "Preliminary Official Statement." The City hereby certifies that it has deemed such Preliminary Official Statement to be final as of its date for purposes of SEC Rule 15c2-12 adopted by the Securities and Exchange Commission on August 28, 1989 ("Rule 15c2-1211), with the exception of certain final pricing and related information referred to in Rule 15c2-12. The Underwriter will distribute a single copy of the Preliminary Official Statement to any potential customer on request. (c) Subject to preparation of the Official Statement with the assistance of the Underwriter, the City shall deliver or cause to be delivered to the Underwriter promptly after acceptance hereof copies of the final Official Statement relating to the Bonds approved for distribution by a resolution of the City (the Official Statement including the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referred collectively to as the "Official Statement"). The City shall deliver sufficient copies of the Official Statement to enable the Underwriter to distribute a single copy to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending on a date referred to herein as the "End Date," which date is the earlier of: (1) 90 days.after the end of the underwriting period (as defined in Rule 15c2-12); or (2) the time when the Official Statement becomes available from a "nationally recognized municipal securities information repository" (NRMSIR), but in no event less than 25 days after the underwriting period (as defined in Rule 15c2-12) ends. The City shall deliver • these copies to the Underwriter within seven (7) business days after the execution of this Bond Purchase Agreement and in sufficient time to accompany or precede any sales confirmation that 11/16/92 stclrpur.al0 2 requests payment from any customer of the Underwriter. (d) At 8:00 o'clock a.m., Pacific Daylight Time, on , 1992 or at such other time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the "Closing Date"), the City will deliver to the Underwriter, at a location or locations to be designated by the Underwriter, the Bonds in definitive form (all Bonds having had the CUSIP numbers assigned to them printed thereon), duly executed by.the authorized officers of the City as provided in the Resolution and with the seal of the City attached thereto, and the other documents herein ,mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds to the City as set forth in paragraph (a) of this section by wire transfer payable in federal funds to the City (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be made available. to the. Underwriter, or its designee, not later than two.(2) business days before the Closing Date for purposes of -inspection and packaging. The Bonds shall be in fully registered book -entry form, registered in the name of Cede & Co., and in the denominations as provided by the Underwriter. 2. Representations, Warranties and Agreements of the City. The City hereby represents and warrants- to and agrees with the Underwriter that: (a) The City is a general law city and municipal corporation, duly organized and validly existing pursuant to the Constitution and laws of the State of California; (b) The City has, and at the Closing Date will have, full legal right, power and authority (i) to execute, deliver and perform its obligations under.this Bond Purchase Agreement and to carry out all transactions contemplated hereby and thereby, (ii) to adopt the Resolution and enter into the other authorizing documents (iii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture as provided herein, and (iv) to carry out, give effect to and consummate the transactions contemplated by the Indenture, the Preliminary Official Statement, the Official Statement, this Bond Purchase Agreement and any other applicable agreements; (c) The City is, and at the Closing Date will be, in compliance, in all respects, with the Indenture, the Resolution, the. Bond Act and this Bond Purchase Agreement; (d) The City Council has duly and validly approved the Indenture and has duly authorized and approved the delivery and use of the Preliminary Official Statement and the Official Statement, the execution and delivery of the Bonds, this Bond Purchase Agreement, the Indenture and any other applicable agreements and the performance by the City of its obligations contained therein, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents, and at the Closing Date, the Indenture, 11/16/92 stctrpur.a10 this Bond Purchase Agreement and any other applicable agreements (assuming due authorization, execution and delivery by the. other parties thereto, where necessary) will constitute the valid, legal and binding obligations of the City, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against municipal corporations in the State of California; (e) The City is not, and at the Closing Date will not be, in breach of or in default under any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the City under the Bonds, the Indenture, this Bond Purchase Agreement or any other applicable agreements; (f) The execution and delivery of the Bonds, the Indenture, the Official Statement, thisBondPurchase- Agreement. or any other applicable agreements and the -other instruments contemplated by any of such documents to which the City is a party, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California or the United States .of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound; (g) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute conditions precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the Indenture, the Bonds or any other applicable agreements, have been obtained and are in full force and effect; (h) The Bonds, the Indenture and other applicable agreements conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement and the.Indenture, and which will be contained in the. Official Statement as of the Closing Date, and when delivered to and paid for by the Underwriters on the Closing Date as provided herein, the Bonds will be validly issued and outstanding and entitled to all the benefits • of the Indenture; 11/16/92 stc Lrpur.a10 (i) The special assessments constituting the security for the Bonds have been duly and lawfully levied under and pursuant to the City's Procedural Ordinance (the "Ordinance") and the Municipal Improvement Act of 1913, constituting Division 12 of the Streets and Highways Code of the State of California (the "Improvement Act"), and such assessments constitute valid and legally binding lines on the properties on which they have been levied; (j) There are no outstanding assessment liens against any of the properties within Assessment District No. 92-2 which are senior to the assessment liens referred to in paragraph (i) hereof, and the City has no present intention of conducting further proceedings- leading to the levying of additional assessments against any of the properties within Assessment District No. 92-2 except as described in the official Statement; (k) The Preliminary Official Statement provided to the Underwriter has been deemed final by the City, as required by Rule 15c2-12. As of the date thereof and at all times subsequent thereto up to and including the End Date, the information contained in the Official Statement was and will be complete. The information contained in the Official Statement is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (1) Until the End Date, if any event shall occur of which the City is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements contained in the Official Statement, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available. to it for any supplement to the Official Statement necessary, in the Underwriter's opinion, so that the statements therein as to supplemented will not be misleading in the light of the circumstances existing at such time; (m) After the Closing and until the End Date (a) the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall object in writing or which shall be disapproved by counsel for the Underwriters, and (b) if any event relating to or affecting the City shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the Bonds, the City will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an 11/16/92 stclrpur.00 5 untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time. the Official Statement is delivered to. an initial purchaser of the Bonds, not misleading. The costs of preparing any necessary amendment or supplement to the Official Statement to be utilized during the first ninety (90) days after Closing shall be borne by the City and any costs incurred thereafter incident to amending or supplementing the Official Statement shall be borne by the Underwriter. For the purposes of this section the City will furnish such information with respect to itself as the Underwriters may from time to time request. (n) The Indenture will create a valid pledge of, lien upon and security interest in the unpaid assessments in Assessment District No. 92-2 and the interest thereon and the moneys in all funds and accounts established pursuant to the Indenture, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the.purposes and on the.terms and conditions set forth therein; (o) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending, or threatened in any way, affecting the existence of the City or the titles of its officers to their respective, offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture, or the collection or application of assessments pledged or to be pledged to pay the principal of and interest in the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture, this Bond Purchase Agreement or any other applicable agreements, or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the official Statement or the powers of the City or its authority with respect to the Bonds, the.Indenture, this Bond Purchase Agreement or any other applicable agreements, or any action of the City contemplated by any other applicable agreements, or any action of the City contemplated by any of said documents, or which would adversely affect the exemption of interest paid on the Bonds from federal income taxation or California personal income taxation, nor to the knowledge of the City is there any basis therefor; (p) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the City shall not be required to register as a dealer or a broker of securities or consent to the jurisdiction of any State of the United States, other than the State of California; 11/16/92 stclrpur.al0 (q) Any certificate signed by any authorizedofficial of the City authorized to do so shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein; (r) The City will comply with all tax covenants relating to it in the Indenture, the Non -Arbitrage Certificate of the City and this Bond Purchase Agreement. (s) First Trust National Association has been authorized by the City to undertake the duties of a paying agent (the "Paying Agent") in accordance with the Resolution and has covenanted to abide by and perform all terms, conditions, covenants and tasks with respect to the duties of the Paying Agent; (t) During the period from the date hereof until the Closing Date, the City agrees to furnish the Underwriter with the copies of any documents it files with any regulatory authority which are requested by the Underwriter; (u) The City will apply the proceeds of the Bonds in accordance with the Indenture and all other applicable documents, and as described in the official Statement; (v) The City will agree to notify the Underwriter prior to any reapportionment of assessments to the end that they will be approved only if security is not reducedorimpaired; (w) The City is not in default, nor has been in default at any time, as to the payment of principal or interest with respect to an obligation issued by.the City or with respect to an obligation guaranteed by the City as guarantor. 3. Conditions to the Obliaations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of -the statements of the officers and other officials of the City and other persons and entities made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) At.the Closing Date, the Indenture and any other applicable agreements shall be in full force and effect, and shall not have .been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as, in the opinion of Jones, Hall, Hill & White, Bond Counsel for the City ("Bond Counsel"), shall be necessary -and appropriate; 11/16/92 stclrpur.al0 7 (b) At the Closing Date, the Official Statement shall be in form and substance satisfactory to the Underwriter and the City; (c) Between the date here and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Preliminary Official Statement shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of any pay for the Bonds), by reason of any of the following: (1) Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or. favorably reported for passage to either house of Congress by any committee of such House to which such legislation has been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest as would be received by the holders of the Bonds; (2) Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by.any court of competent, jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that the Bonds, obligations of the general character of the Bonds, including any or all underlying arrangement, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or the sale of the obligations of the general character of the Bonds, or of the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement otherwise, is or would be in violation of the federal securities laws as amended and then in effect; (3) A general suspension of trading in securities on the New York Stock Exchange, or a general banking moratorium declared by Federal, State of New York or State of California officials authorized to do so, or a war, outbreak or escalation of hostilities, or other national calamity; (4) The withdrawal or downgrading of any rating of any securities of the City by a national rating agency; 11/16/92 stclrpur.al0 8 (5) Any amendment to. the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City, its property, income or securities (or interest thereon), the validity or enforceability of the assessments or the.ability of the City to issue the Bonds as contemplated by the Indenture -and the Official statement; (6) Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary_ Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting 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; or (7) The entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within the City or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects the proposed developments within the City. (d) On or prior to the Closing Date, the Underwriters shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriters, or shall have waived the receipt of such documents as a condition to the Underwriters purchase of the Bonds: (1) The Official Statement has been executed on behalf of the City as provided for in the Resolution; (2) The Resolution together with a certificate of an authorized officer of the City dated as of the Closing Date, to the effect that it is a true, correct and complete copy of the one duly adopted by the City and that it has not been amended, modified or rescinded (except as may have been agreed to by the Underwriter) and is in full force and effect as of the Closing Date; (3) (a) An unqualified approving opinion, dated the Closing Date, of Bond Counsel, in form and substance satisfactory to the Underwriter and its counsel, to the effect that (i) the unpaid assessments in Assessment District No. 92-2 were validly levied and now constitute a lien on the parcels of land assessed, as provided. in the Improvements Act and the Bonds, representing the unpaid assessments, were validly issued under the provisions of the Bond Act; (ii) the Bonds constitute valid and binding special obligations of the City, payable solely from the proceeds of the unpaid assessments and certain funds held under the Indenture to the extent specified in the Indenture, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws affecting creditors' rights, to the application 11/16/92 stclrpur.alO of the equitable principles and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against municipal corporations in the State of California; and (iii) interest on the Bonds is excluded from gross income for federal income and is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. Such opinion shall be addressed to the City and the Underwriter, or in the alternative, Bond Counsel may provide a letter, dated as of the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to the City.may be relied upon the Underwriter to the same extent as if such opinion was addressed to it. (4) A supplemental opinion of Bond Counsel, dated as of the Closing Date of addressed to the Underwriter, in form and substance satisfactory to the Underwriter and its counsel, to the effect that (i) the Indenture has been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other respective parties thereto, constitutes the legal, valid and binding agreements of the City, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of creditors' rights in general and to the application of equitable limitations on legal remedies against municipal corporations in the State of California; (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended; (iii) the Indenture..is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iv) the Bonds and the Indenture conform as to form and tenor to the descriptions thereof contained in the Official Statement, and as of.the Closing Date,the statements contained in the Official Statement under the captions "INTRODUCTION," "THE BONDS," "SECURITY FOR THE BONDS," "SPECIAL RISK FACTORS," AND "MISCELLANEOUS - No Litigation - Approval of Legality and Tax - Exemption" present a fair and accurate summary, insofar as they purport to summarize certain provisions of the Improvement Act, the Bond Act, the Bonds, the Indenture and the proceedings; and (v) the Indenture creates a valid pledge of, lien upon and security interest in the proceeds of the Bonds and the moneys in all funds and accounts established pursuant to the Indenture, including the investment earnings thereon, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein;. (5) An opinion, dated as of theClosingDate and addressed to the City and Underwriter, of the City Attorney of the City, in form and substance acceptable to the Underwriter and its counsel, to the effect that (i) the City is a municipal corporation, duly organized and validly existing pursuant to its charter and the Constitution and the laws of the. State of California with full legal right, power and authorityto issue the Bonds and to perform all of its obligations under this Bond Purchase Agreement, the Indenture, the Bonds and all other 11/16/92 stclrpur.alo 10 applicable agreements; (ii) the preparation and distribution of the Preliminary Official Statement and the Official Statement and this Bond Purchase -Agreement have been duly approved by the City; (iii) the Indenture, this Bond Purchase Agreement and all other applicable agreements constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' right in general and to the application of equitable principles if equitable remedies are sought; (iv) the Acquisition and Funding Agreement between the City and the property owner, relating to the acquisition and financing of the project to be financed with proceeds of the Bonds was duly authorized by the City and (assuming..due authorization, execution and delivery by the other parties thereto, were necessary) constitutes the legal, valid and binding agreement of the City enforceable in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general and the application of equitable principles if equitable remedies are sought; (v) no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or threatened in any way affecting the existence of the City or the titles of its officers to their respective offices, or seeking to retrain or to enjoin the issuance, sale or delivery of the.Bonds or the application of the proceeds thereof in accordance with the Indenture, or the collection or application of the assessments to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, this Bond Purchase Agreement or any other applicable agreements or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to the Bonds, the Indenture, this Bond Purchase Agreement or any other applicable agreement, or any action on the part of the City contemplated by any of said documents, or which would adversely affect the. exemption of interest paid on the Bonds from federal income taxation or California personal income taxation, nor is there any basis therefor; (vi) the City is not in breach of or in default under its charter or any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan. agreement, note, resolution, indenture, contract, agreement or other instrument to which the. City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely .affect the performance by the City under the Bonds, the Indenture, this Bond Purchase Agreement or any other applicable agreements as the case may be; (vii) the approval of the Resolution, and the execution and delivery of the Bonds, the Indenture, this Bond Purchase Agreement or any other applicable agreements and the other instruments contemplate by any of such documents to which the City is a party, and compliance with the provision of each thereof, will not conflict with or constitute 11/16/92 stclrpur.al0 11 a breach of or default under the charter of the City of any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument of which the City is a party or is otherwise subject or bound; (viii) all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the Resolution, the Bonds or obligations hereunder, or under the Resolution, the Bonds or any other applicable agreements, have been obtained and are in full force and effect; and (ix) as of the Closing Date, the information contained in the Official Statement under the captions "INTRODUCTION," "THE ASSESSMENT DISTRICT," "MISCELLANEOUS - No Litigation" and "APPENDIX I" (excluding therefrom statistical and financial data) is true and correct and such information does not contain any untrue. statement of a material fact required to be stated in the Official Statement or omit to state any fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect; (6) A certificate, dated as of the Closing Date and . signed by a duly authorized official of the City, ratifying the use and distribution by the Underwriters of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds, and certifying that (i) the representations and warranties of the City contained herein and in the Indenture are true and correct in all material respects on and as of the Closing Date; (ii) no event has occurred since the date of the Official Statement affecting the City which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the official Statement not misleading in any material respect, and the Bonds, the Indenture and other applicable agreements conform as to form and tenero to the descriptions thereof contained in the Official Statement; (iii) the City has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied under this bond Purchase Agreement or the Indenture at and prior to the Closing Date; and (iv) as of the Closing Date, the information contained in the official Statement under the captions "INTRODUCTION, 11 "THE ASSESSMENT DISTRICT," "MISCELLANEOUS - No Litigation" and "APPENDIX I" (excluding therefrom statistical and financial data) is true and correct and such information does not contain any untrue statement of a material fact required to be stated in the Official Statement or omit to state any fact necessary to make the statements -made therein, in light of the circumstances under which they are made, not misleading in any material respect; 11/16/92 stclrpur.al0 12 (7) Certificates dated the Closing Date and addressed to the City and the Underwriter, from the property owners as requested by the Underwriter; (8) Two counterpart originals or copies certified by an authorized officer of the City of a transcript of all proceedings relating to the authorization, issuance sale and delivery of the Bonds; (9) A letter, dated the Closing Date, addressed to the City and the Underwriter and signed by an authorized.principal of the Engineer; (10) Certificates dated the date of this Bond Purchase Agreement,.addressed to the City and the Underwriter and signed by the .property owners, (the "Landowner/ Developer") in substantially the form attached as requested by the Underwriter, along with a letter, dated as of the Closing Date, certifying that the representations and warranties contained in the Certificate are true and correct inall material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (11) The Non -Arbitrage Certificate of the City in form and substance acceptable to the Bond Counsel; (12) Evidence that the federal tax information form 8038-G has been prepared for filing; (13) Such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as. of the Closing Date, of the statements and information contained in the Official statement, of the City's representations and warranties contained herein and the due performance or satisfaction by the City at or prior to the Closing Date of. all agreements then to be performed and all conditions then to. be satisfied by the City in connection with the transactions contemplated hereby and by the Indenture and the Official Statement. If any of the conditions to the obligations of the Underwriter contained in this section or elsewhere in this Bond Purchase Agreement shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at nay time prior to, the Closing Date by written notice to the City. 4. Conditions of the City's Obligations. The City's obligations hereunder are subject to the Underwriter's performance of the obligations hereunder, and are also subject to the following conditions: (a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the City executing the certificate referred to in 11/16/92 stclrpur.al0 13 issuance or sale of the Bonds or in any way affecting any authority . for or the validity of the Bonds, the Indenture or this Bond Purchase Agreement or the existence or powers of the City; (b) As of the Closing Date, the City shall receive the approving opinion referred to in Section 3(d)(4) and (5) hereof, dated as of the Closing Date, addressed to the City and the Underwriter of.Bond Counsel, and the approving opinion referred to in Section 3(d)(6) hereof dated as of the Closing Date, addressed to the City and the Underwriter, of the City; and (c) As of the Closing Date, the market price or marketability of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the City. 5. Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall pay -or cause to be paid out of the proceeds of the Bonds, all expenses incident to the performance of the City's obligations hereunder, including but not limited to: the cost of printing and delivering the Bonds to the Underwriter; the cost of preparation, printing (and/or word processing and reproduction), distribution and delivery of the resolutions, and the cost of printing (and/or word processing and reproduction), distribution and delivery of the Preliminary • official Statement and the Official Statement and all other agreement and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriters; the fees and expenses in connection with obtaining a delinquency report and statement of direct and overlapping bonded debt from California Municipal Statistics, Inc.; and the fees and disbursements of the Paying Agent for the Bonds, the Bond Counsel, any accountants, financial advisors or other engineers or experts or consultants the City have retained in connection with the Bonds and any out-of-pocket disbursements of the City to be paid from the proceeds of the Bond. All out-of-pocket expenses of the Underwriter shall be paid by the Underwriter. n LJ (b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, provided that the City shall not have defaulted in the performance of its obligations under this Bond Purchase Agreement, the City shall be under no obligation to pay, and the Underwriter shall pay, the cost of preparation of any "blue sky" or legal investment memoranda and this Bond Purchase Agreement, expenses to qualify the Bonds for sale under any "blue sky" or other state securities laws and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses. 11/16/92 stclrpur.a10 14 6. Indemnifications. (a) The City hereby indemnifies and holds harmless to the fullest extent permitted by California or other applicable law, the Underwriter, its officers, directors, employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an "Indemnified Person"), from and against any and all claims, damages, losses, liabilities, costs or expenses which any Indemnified Person may incur or which may be claimed against any Indemnified Person by any person or entity by reason relating to the formation or proceedings to the assessment district and/or any landowners initially included in the assessment district who have been excluded as the result of actions by the City and/or of any untrue or misleading statement of any material fact relating to the City or omission or misleading statement of any material fact relating to the.City or the omission or alleged omission to state therein a material fact relating to the City necessary to.make such statements in the Preliminary Official Statement and the Official Statement, in the light of the circumstances under which, and as of the date when, they were made, not misleading; provided, however, that the City shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or a material fact contained in the official Statement, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statement therein not misleading, made therein in reliance upon and in conformity with written information furnished to the City by the Underwriters specifically for use in connection with the preparation thereof. This indemnity agreement shall not be construed as a limitation on any other liability which the City may otherwise have to any Indemnified Person provided that in no event shall the City be obligated for double indemnification. (b) Each Indemnified Person shall, within ten (10) days after the receipt of notice of the commencement of any action against it in respect of which indemnification may be sought on account of any indemnification agreement contained herein, give written notice of the commencement thereof to the party against whom indemnification is sought hereunder, but the omission so as to notify the indemnifying party of any such action shall not relieve the indemnifying party from any liability which it or they may have to such Indemnified Person otherwise that on account of such indemnification agreement. In case such notice of any such action shall be so given, the indemnifying party- shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of the action, in which event the defense shall be conducted by counsel chosen by such indemnifying party and reasonably satisfactory to the Indemnified Persons or Indemnified Person, if more than one) who shallbedefended (or defendants) in the action, and the Indemnified Person (or Indemnified Persons, :if more than one) shall bear the fees and expenses of any additional counsel retained by it or them; but, if the indemnifying party 11/16/92 stclrpur.al0 15 0 shall elect not to assume the defense of the action, the indemnifying party will reimburse the Indemnified person (or Indemnified Persons, if more than one) for the reasonable fees and expenses of any counsel retained by the Indemnified Person (or Indemnified Persons, if more than one). Not party from whom indemnification is sought shall be obligated to pay the fees or expenses of more than one counsel for all Indemnified Persons in any single action or series of related actions, unless, in the good faith judgment of such counsel, such conflicts or potential conflicts of interest exist among such Indemnified Persons as to render representation of all such Indemnified Person by the same counsel undesirable. It is understood, however, that an disbursements of any Indemnified Person if the Indemnified person agrees to settle and settles any claims, action'or proceeding in respect of which indemnification is sought without the prior written consent of such indemnifying party, which consent will not be unreasonably withheld. (c) The City shall also reimburse the Underwriter and its officers, directors, employees and agents for all reasonable expenses incurred by it, including compensation for witnesses' time and fees and expenses of separate counsel, in connection with the Underwriter being compelled to appear as a witness in any action or proceeding brought against the City -or in connection with the Bonds, whether or not the Underwriter is named in such action or proceedings. (d) The indemnities and obligations of the City contained in this Section 6 shall survive the termination of this Bond Purchase Agreement. 7. Undertakings of the City. The City agrees, at its expense, to make available to the Underwriter sufficient copies of its audited financial statements,, if any, certified assessment revenue projections, certified copies -of the tax reports relating to the annual levy of the assessments, a certification of the annual collections of the assessments, resolutions of the City Council with respect to the Bonds, the Resolution, the Preliminary Official Statement and the official Statement and any amendments or supplements thereto and other documents related to the Bonds and pertaining to the City, to the extent such documents are publicly available, as may reasonably be required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder (except for all of any portions of any such documents which, by contract, arenotsubject to disclosure). 8. Notices. Any notices, requests, direction, instruments or other communications required or permitted to be given hereunder shall be in writing and shall bee given when delivered, against a receipt, or mailed -certified or registered, postage prepaid, to the City and the Underwriter at the respective addresses below. 11/16/92 stclrpur.ato 16 If to the City: 0 If to the Underwriter: PaineWebber Incorporated 725 South Figueroa Street 41st Floor Los Angeles, CA 90017 Attn: Mark J. Adler provided, however, that all such notices, requests or other communications may be made by telephone and promptly confirmed by writing. The City and the Underwriter may, by notice given as aforesaid, specify a different address for any such notices, requests or other communications. 9. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the City and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. 30. Survival of Representation and Warranties. The representations and warranties of the City set forth in or made pursuant to this Bond Purchase Agreement shall not be deemed to have.been discharged satisfied or otherwise rendered void by reason of the Closing or termination of this Bond Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriters (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the Bonds. 11. Effective. This Bond Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance. 12. Applicable Law: Nonassignability. This Bond Purchase Agreement shall be governed by the laws of the State of California. This Bond Purchase Agreement shall not be assigned by the City. 13. Execution of Counterparts. This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same. 14. No Prior Agreements. This Bond Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of the Bonds for the City and represents the entire agreement of 77/16/92 stc:rpur.alO 17 0 0 the parties as to the subject matter herein. 15. Partial Unenforceability. Any provision of this Bond Purchase Agreement which is prohibited or unenforceable in any jurisdiction shall, as to -such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Bond Purchase Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 16. Canitalized Terms. Terms with initial capital lettersnot otherwise defined herein shall have the meanings assigned to them in the Resolution. stclrpur.00 11/16/92 stdrpur.a10 18 Very truly yours, PAINEWEBBER INCORPORATED By: Title• CITY OF SANTA CLARITA By: Title• _9152-0_ THHW:DIO:bd 10 [Date] City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita, California 91355 Attention: George Caravalho, City Manager Re: City of of Santa Clarita. Assessment District No 92-2 (Golden Vall y Road) Dear Mr. Caravalho: 11/18/92 The undersigned owner of the assessment parcel or parcels hereinafter referred to by assessment parcel number hereby requests that the City make certain changes and modifications to the Engineer's Report for the above -referenced Assessment District that affect said parcel(s) as shown on Exhibits "A" through "C" attached hereto and made a part hereof. The undersigned waives any notice and hearing of these changes and modifications and requests that they be ordered by the City at its regular meeting on November 24, 1992. Dated: , 1992 Respectfully submitted, THE PROPERTY IS TEE OWNER IS: County of Los Angeles Assessor's Parcel No(s).: Print or Type Name(s) 0 29162-02 M W:DIO:brf FISCAL AGENT AGREEMENT by and between CITY OF SANTA CLARITA and FIRST TRUST NATIONAL ASSOCIATION as Fiscal Agent 11 1s'92 0 Dated as of , 1992 0 Relating to: City of Santa Clarita Assessment District No. 92.2 (Golden Valley Road) Limited Obligation Improvement Bonds Series 1992 Section3.01. Issuance and Delivery of Bonds...................................................................................... 14 Section 3.02. Application of Proceeds of Sale of Bonds.........................................................................14 Section3.03. Validity of Bonds........................................................................................................ 14 Section 3.04. Pledge of Assessments.................................................................................................14 ARTICLE IV ESTABLISHMENT OF FUNDS Section 4.01. Improvement Fund...................................................................................................... 15 Section4.02. Costs of Issuance Fund.................................................................................................15 Section 4.03. Redemption Fund........................................................................................................16 Section4.04. Reserve Fund..............................................................................................................16 ARTICLE V COVENANTS OF THE CITY Section 5.01. Collection of Assessments............................................................................................ 18 Section5.02. Foreclosure................................................................................................................18 Section 5.03. Punctual Payment.......................................................................................................19 Section 5.04. Extension of Time for Payrrxnt.....................................................................................19 TABLE OF CONTENTS Page Section5.05. Against Encumbrance...................................................................................................19 Section5.06. Books and Accounts..................................................................................................... 19 ARTICLE I Protection of Security and Rights of Owners.................................................................... 19 Section 5.08. STATUTORY AUTHORITY AND DEFINITIONS 19 Section 5.09. Section 5.10. Section 1.01. Authority for this Agreement...........................................................................................2 Section5.11. Private Loan Financing Limitation.................................................................................19 Section 1.02. Agreement for Benefit of Bondowners................................................................................2 Section1.03. Definitions...................................................................................................................2 ARTICLE II THE BONDS Section2.01. Principal Amount..........................................................................................................7 Section2.02. Terms of Bonds.............................................................................................................7 Section2.03. Redemption..................................................................................................................8 Section 2.04. Book -Entry System. ...................................................................................................... 9 Section2.05. Form of Bonds............................................................................................................ 11 Section2.06. Execution of Bond. ...................................................................................................... 11 Section 2.07. Transfer of Bonds........................................................................................................ l l Section2.08. Exchange of Bonds......................................................................................................11 Section2.09. Bond Register............................................................................................................. 12 Section2.10. Temporary Bonds........................................................................................................12 Section 2.11. Bonds Mutilated, Lost, Destroyed or Stolen...................................................................... 12 Section 2.12. Limited Obligation......................................................................................................12 Section2.13. No Acceleration.......................................................................................................... 13 Section2.14. Refunding of Bonds.....................................................................................................13 . ARTICLE III ISSUANCEOF BONDS Section3.01. Issuance and Delivery of Bonds...................................................................................... 14 Section 3.02. Application of Proceeds of Sale of Bonds.........................................................................14 Section3.03. Validity of Bonds........................................................................................................ 14 Section 3.04. Pledge of Assessments.................................................................................................14 ARTICLE IV ESTABLISHMENT OF FUNDS Section 4.01. Improvement Fund...................................................................................................... 15 Section4.02. Costs of Issuance Fund.................................................................................................15 Section 4.03. Redemption Fund........................................................................................................16 Section4.04. Reserve Fund..............................................................................................................16 ARTICLE V COVENANTS OF THE CITY Section 5.01. Collection of Assessments............................................................................................ 18 Section5.02. Foreclosure................................................................................................................18 Section 5.03. Punctual Payment.......................................................................................................19 Section 5.04. Extension of Time for Payrrxnt.....................................................................................19 Section5.05. Against Encumbrance...................................................................................................19 Section5.06. Books and Accounts..................................................................................................... 19 Section 5.07. Protection of Security and Rights of Owners.................................................................... 19 Section 5.08. Compliance with Law.................................................................................................. 19 Section 5.09. Section 5.10. Further Assurances...................................................................................................... Private Activity Bond Limitation................................................................................:.. 19 19 Section5.11. Private Loan Financing Limitation.................................................................................19 -i- Section 5.12. Federal Guarantee Prohibition........................................................................................ 20 Section5.13. No Arbitrage.............................................................................................................. 20 Section 5.14. Maintenance of Tax-Exemption......................................................................................20 Section 5.15. Rebate Requirement.....................................................................................................20 27 Section 8.07. ARTICLE VI Section 9.06. INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; 30 Section9.07. LIABILITY OF THE CITY 30 Section 6.01. Deposit and Investment of Moneys in Funds.................................................................... 21 Section6.02. Liability of City .........................................................................................................21 Section 6.03. Employment of Agents by City .......................................... .......................... I................ 22 Section 9.11. ARTICLE VII 31 Section 9.12. THE FISCAL AGENT Section 7.01.. Appointment of Fiscal Agent........................................................................................ 23 Section 7.02. Liability of Fiscal Agent.............................................................................................. 24 Section7.03. Information ................................................................................................................24 Section 7.04. Notice to Fiscal Agent. ................................................................................................25 Section7.05. Compensation............................................................................................................25 Section 7.06. Interaction With the City .............................................................................................. 25 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted.................................................................................................26 Section8.02. Owners' Meetings........................................................................................................26 Section 8.03. Procedure for Amendment with Written Consent of Owners.................................................26 29 Section8.04. Disqualified Bonds.......................................................................................................27 29 Section 8.05. Effect of Supplemental Agreement..................................................................................27 Section 8.06. Endorsement or.Replacement of Bonds Issued After Amendment ........................................... 27 Section 8.07. Amendatory Endorsement of Bonds.................................................................................28 Section 9.06. ARTICLE IX 30 Section9.07. MISCELLANEOUS 30 Section 9.01. Benefits of Agreement Limited to Parties......................................................................... 29 Section 9.02. Successor is Deemed Included in Ali Reference to Predecessor .............................................. 29 Section 9.03. Discharge of Agreement................................................................................................29 Section 9.04. Execution of Documents and Proof of Ownership by Owners ............................................... 30 Section 9.05. Waiver of Personal Liability ..........................................................................................30 Section 9.06. Notices to and Demand on City and Fiscal Agent.............................................................. 30 Section9.07. Partial Invalidity ......................................................................................................... 30 Section9.08. Unclaimed Moneys...................................................................................................... 30 Section9.09. Applicable Law...........................................................................................................31 Section9.10. Conflict with Act........................................................................................................ 31 Section 9.11. Conclusive Evidence of Regularity ................................................................................. 31 Section 9.12. Payment on Business Day.............................................................................................31 Section9.13. Counterparts...............................................................................................................31 EXHIBITA [FORM OF BOND] EXHMrr B OFFICER'S CERTIFICATE NO. _ REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND EXHIBIT C REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND . FISCAL AGENT AGREEMENT 0 THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as of , 1992 by and between the CITY OF SANTA CLARITA, a general law city and a political subdivision of the State of California (the "City") and FIRST TRUST NATIONAL ASSOCIATION, duly organized and existing under the laws of the United States with a Principal Office located in Los Angeles, California, as fiscal agent (the "Fiscal Agent"), W I T N E S S E T H: WHEREAS, on April 21, 1992, the City Council of the City adopted a Resolution of Intention to Make Acquisitions and Improvements No. 92-81 (the "Resolution of Intention") relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of California (the "Act") and by said Resolution of Intention, the City Council of the City provided that serial and/or term bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California (the "Bond Law") and reference to the Resolution of Intention is hereby expressly made for further particulars; WHEREAS, under the Act and the Bond Law, on June 23, 1992, the City Council of the City adopted its Resolution No. 92-98 (the "Resolution of Issuance"), which resolution, among other matters, authorized the issuance of improvement bonds of the City designated "City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road), Limited Obligation Improvement Bonds, Series 1992" (the "Bonds'.') upon the security of assessments levied in proceedings under the Resolution of Intention and provided that said issuance would be in accordance with the Bond Law and this Agreement, and authorized the execution hereof; WHEREAS, on November 24, 1992, the City Council adopted Resolution No. which resolution authorized execution of this Agreement; and WHEREAS, it is in the public interest and for the benefit of the City and the owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the assessments securing the Bonds and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when authenticated by the Fiscal Agent and issued as provided in the Bond Law, the Resolution and this Agreement, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: -1- ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act, the Bond Law and the Resolution. Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the registered owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent. Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement (as herein defined), and of any certificate, opinion or other document herein mentioned, have the meanings herein specified.. All references herein to Articles, Sections and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words herein, "hereof', "hereunder" and other words of similar import refer to. this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "Acquisition Agreement" means the Funding and Acquisition Agreement dated as of January 29, 1992, by and between the City and Amcal Golden Fund XXVIII, as in effect on the Closing Date or as thereafter amended in accordance with its terms. "Act" means the Municipal Improvement Act of 1913, as amended, being Division 12 of the California Streets and Highways Code. "Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement executed pursuant to the provisions hereof. "Assessment or Assessments" means the unpaid assessments levied within the Assessment District by the Council under the proceedings taken pursuant to the Act and Resolution of Intention for the purpose of paying Debt Service on the Bonds. "Assessment District" means the area within the City designated "City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road)" formed by the City under the Act and the Resolution of Intention, the boundaries of which are as shown in a map thereof on file with the Clerk. "Auditor" means the auditor/controller or tax collector of the County, or such other official of the County who is responsible for preparing real property tax bills. "Authorized Investments" means any (i) securities (other than those identified in paragraphs (a) and (d) of section 53601 of the Government Code of the State) in which the City may legally invest funds subject to its control, pursuant to Article 1, commencing with section 53600, of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code of the State, as now or hereafter amended, (ii) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government code which invests exclusively in investments permitted by section 53635 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended, including but not limited to the California Arbitrage Management Program (CAMP); (iii) the Local Agency Investment Fund of the State of California, created pursuant to -2- . section 156429.1 of the California Government Code, to the extent the Treasurer is authorized to register such investment in its name; and (iv) the following funds and deposits administered by the Fiscal Agent: Tax -Free Obligations Money Market Fund, Government Obligations Money Market Fund, Treasury Obligations Money Market Fund, and First Bank Money Market Deposit. "Authorized Officer" means the Clerk, Director of Finance, City Manager, Assistant City Manager, City Engineer, Director of Public Works, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Bond or Bonds" means City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road), Limited Obligation Improvement Bonds, Series 1992, at any time Outstanding under this Agreement or any Supplemental Agreement. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means the dated date of the Bonds, which is , 1992. "Bond Law" means the Improvement Bond Act of 1915, as amended, being Division 10 of the California Streets and Highways Code. "Bond Register" means the books maintained by the Fiscal Agent pursuant to Section 2.09 for the registration and transfer of ownership of the Bonds. "Bond Year" means the twelve-month period beginning on March 2 in each year and ending on the day prior to March 2 in the following year except that (i) the first Bond Year shall begin on the Closing Date and end on the day prior to the next March 2, and (ii) the last Bond Year may end on a prior redemption date. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent hasitsPrincipal Office are authorized or obligated by law or executive order to be closed. "City" means the City of Santa Clarita, and any successor thereto. "City Attorney" means the City Attorney of the City or other designated counsel to the City with respect to the Assessment District. "Clerk" means the Clerk or Deputy Clerk of the City. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable, temporary and final regulations promulgated under the Code. "Costs of Issuance" means items of expense payable or reimbursable directly or . indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs for the Bonds and the Official Statement, costs of reproducing and binding documents, closing costs, appraisal costs, filing and -3- recording fees, fees and expenses of the City and the Fiscal Agent, initial fees and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the formation of the Assessment District and the issuance of the Bonds, Bond (underwriter's) discount, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund designated "City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road), Limited Obligation Improvement Bonds, Series 1992 Costs of Issuance Fund" established and administered under Section 4.02 hereof. "Council"means the City Council as the legislative body of the City. "County" means the County of Los Angeles, State of California. "Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds and the Sinking Fund Payments due in such Bond Year. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.04. "Depository System Participant" means any participant in the Depository's book - entry system. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Federal Securities" means any of the following which are non -callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as stripped obligations and coupons; or (ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export -Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration (d) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America. "Finance Director" means the Director of Finance, or chief financial officer of the City or designee thereof, of the City. "Fiscal Agent" means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, -4- and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. "Fiscal Year" means the twelve-month period extending from July I in a calendar year to June 30 of the succeeding year, both dates inclusive. "Improvement Fund" means the fund designated "City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road), Limited Obligation Improvement Bonds, Series 1992 Improvement Fund," established and administered under Section 4.01 hereof. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey.07302, Attention: Editor, Kenny Information Services' Called Bond Service, 55 Broad Street, 28th Floor, New York, New York 10004; Moody's Investors Service Municipal and Government," 99 Church Street, New York, New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Dates" means March 2 and September 2 of each year, commencing March 2, 1993. "Investment Earnings" means all interest earned and any gains or losses on the investment of moneys in any fund or account created by this Agreement. "Maximum Annual Debt Service" means the largest Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Original Purchaser" means the first purchaser of the Bonds from the City. "Outstanding" when used as of any particular time with reference to Bonds, means, subject to the provisions of Section 8.04, all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to this Agreement or any Supplemental Agreement. "Owner" or "Bond Owner" means the registered owner of any Outstanding Bond as shown on the Bond Register of the Fiscal Agent under Section 2.09 hereof. "Principal Office" means the principal office of the Fiscal Agent in St. Paul, Minnesota, located at such address as shall be specified in a written notice by the Fiscal Agent to the City under Section 9.06 hereof or such other office designated for payment, transfer or exchange of bonds. -5- "Project" means the acquisitions and improvements described in the Resolution of Intention, as amended by resolution of the Council. "Record Date" means the fifteenth (15th) day immediately preceding the applicable Interest Payment Date. "Redemption Fund" means the fund designated "City of Santa Clarita Assessment District No. 92-1 (Golden Valley Road) Limited Obligation Improvement Bonds, Series 1992 Redemption Fund," established pursuant to Section 4.03(A) hereof. "Redemption Premium" means three percent (3%) of the principal amount of the Bonds called for redemption pursuant to Section 2.03(A)(i). "Reserve Fund" means the fund designated "City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road) Limited Obligation Improvement Bonds, Series 1992 Reserve Fund," established and administered under Section 4.04 hereof. "Reserve Requirement" means as of any date of calculation, an amount not to exceed the least of (a) Maximum Annual Debt Service on the Outstanding Bonds, (b) ten percent (10%) of the proceeds of the Bonds as referenced in Section 3.02 hereof, or (c) one hundred twenty-five percent (125%) of average annual Debt Service on the Outstanding Bonds, less an amount equal to the aggregate amount transferred from the Reserve Fund to the Redemption Fund under Section 4.04(D) hereof. "Resolution of Intention" means Resolution No. 92-81, adopted by the Council of the City on April 21, 1992. "Resolution of Issuance" means Resolution No. 92-98, adopted by the Council of the > City on June 23, 1992, authorizing the issuance of the Bonds. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax - (516) 227-4039 or 4190;.Midwest Securities Trust Company, Capital Structures - Call Notification, 440 South LaSalIe Street, Chicago, Illinois 60605, Fax- (312) 663-2343, Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia; Pennsylvania 19103, Attention: Bond Department, Dex - (215) 496-5058; and, in accordance with then current guidelines.of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Sinking Fund Payments" means amounts specified in Section 2.03 hereof to be paid by the City with respect to any term Bonds, as they may be adjusted pursuant to that Section. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Council of the City under the Bond Law and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. "Treasurer" means the Director of Finance of the City, or designee thereof, of the City. la ARTICLE II THE BONDS Section 2.01. Principal Amount; Designation. Bonds in the aggregate principal amount of not to exceed Dollars ($ ) are hereby authorized to be issued by the City under and subject to the terms of the Resolution of Issuance and this Agreement, the Act, the Bond Law and other applicable laws of the State of California. The Bonds shall be designated "City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road) Limited Obligation Improvement Bonds, Series 1992," and shall be secured by the Assessments and moneys in the Redemption Fund and Reserve Fund. Jurisdiction is hereby reserved to issue bonds upon the balance of unpaid assessments. Section 2.02. Terms of Bonds. (A) Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof, except that one bond may be in an odd amount. Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. (B) Date of Bonds. The Bonds shall be dated the Bond Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities. The Bonds shall mature and become payable on September 2 of each year and shall bear interest at the rates as follows: Maturity Date Principal Interest (September 2) Amount Rate (%) (E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360 -day year composed of twelve 30 -day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated and registered as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated prior to the fust Interest Payment Date, in which event it shall bear interest from the Bond Date. (F) Method of Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed by fust class mail on an Interest Payment Date to the registered Owner thereof at such registered Owner's address as it appears on the Bond Register maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions of -7- any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and, upon request of the City, issue a certificate of destruction of such Bonds to the City. Section 2.03. Redemption. (A) General. (i) Optional Redemption. Each Bond, or any portion of the principal thereof in the principal amount of $5,000 or any integral multiple thereof, may be redeemed and paid in advance of maturity on any Interest Payment Date in any year by giving at least 30 days notice to the Owner thereof by registered or certified mail or by personal service and by paying the principal amount thereof together with the Redemption Premium thereon plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, all in the manner and as provided in the Bond Law. (ii) Mandatory Sinking Fund Redemption. The Outstanding Bonds maturing on September 2, 2017 and on September 2, 2022 (the "Term Bonds") shall also be subject to mandatory redemption in part by lot, on September 2 in each year commencing September 2, _ and _, respectively, from Sinking Fund Payments made by the City from the Redemption Fund pursuant to Section 4.03, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 2 in the respective years, all as set forth in the following table; provided, however, if some but not all of the Term Bonds of a given maturity have been redeemed pursuant to subsection (i) above the total amount of all future Sinking Fund Payments relating to such maturity shall be reduced by the aggregate principal amount of Term Bonds of such maturity so redeemed, to be allocated among such Sinking Fund Payments on a pro rata basis in integral multiples of $5,000 as determined by the Fiscal Agent, notice of which determination shall be given by the Fiscal Agent to the City. Sinking Fund Redemption Date (September 2) (Maturity) Principal Amount To Be Redeemed Sinking Fund Redemption Date (September 2) (Maturity) Principal Amount To Be Redeemed The Treasurer shall notify the Fiscal Agent of Bonds to be called for Redemption upon prepayment of assessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the Redemption Fund. The Fiscal Agent shall select Bonds for retirement in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each annual series insofar as possible. Within each annual series, the Fiscal Agent shall select Bonds for retirement by lot. The provisions of Part 11.1 of the Bond Law are applicable to the advance payment of Assessments and to the calling of the Bonds. The Treasurer shall advise the Fiscal Agent of such provisions to the extent not specified herein. Ea 0 0 11 (B) Notice to Fiscal Agent. The Treasurer shall give the Fiscal Agent written notice of the aggregate amount of Bonds to be redeemed pursuant to subsection (A) not less than seventy-five (75) days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed.as provided in Section 2.03(A)(i), to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Fiscal Agent. The Fiscal Agent shall also cause notice of redemption to the mailed to the Securities Depositories and to one or more of the Information Services at least one day earlier than the giving of notice to the Owners as aforesaid; provided, however, such mailing to the Securities Depositories and Information Services shall not be a condition precedent to such redemption and failure to so mail or of any person or entity to receive any such notice, or any defect in any notice of redemption, shall not affect the validity of the proceeding for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds, or the portion thereof to be redeemed, will not accrue from and after the redemption date. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. All Bonds redeemed by the Fiscal Agent pursuant to this Section 2.03 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and, upon request of the City, issue a certificate of destruction of such Bonds to the City. Section 2.04. Book -Entry System. . (a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the M Registration Books in the name of Cede & Co. (the "Nominee"). Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee.on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, the City and the Fiscal Agent shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the City holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the City and the Fiscal Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other.person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The City and the Fiscal Agent may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Fiscal Agent shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the City to make payments of principal, interest and premium, if any, pursuant to this Fiscal Agent Agreement. Upon delivery by the Depository to the nominee of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the City shall promptly deliver a copy of the same to the Fiscal Agent. (b) Representation Letter. In order to qualify the Bonds for the Depository's book - entry system, the City and the Fiscal Agent shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the City or the Fiscal Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. The Fiscal Agent agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Fiscal Agent. In addition to the execution and delivery of such letter, the City may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository's book -entry program. (c) Transfers Outside Book -Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the City determines to terminate the Depository as such, then the City shall thereupon discontinue the book -entry system with such Depository. In such event, the Depository shall cooperate with the City and the Fiscal Agent in the issuance of replacement Bonds by providing the Fiscal Agent with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the -l0. Fiscal Agent on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the City fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article 2. Prior to its termination, the Depository shall furnish the Fiscal Agent with the names and addresses of the Participants and respective ownership interests thereof. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be. made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. Section 2.05. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution of Issuance and the Bond Law. Section 2.06. Execution of Bond. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Treasurer and its Clerk who are in office on the Closing Date, and the seal of the City shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. Only such Bonds as shall bear thereon a certificate of authentication and registration in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication and registration of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.09 hereof by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount(s), maturity(ies) and interest rate(s) in the denominations herein authorized. Neither the City nor the Fiscal Agent shall be required to make such transfer of Bonds on or after a Record Date. • Section 2.08. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses. incurred by the Fiscal BIC Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. Neither the City nor the Fiscal Agent shall be required to be make such exchange of Bonds after a Record Date. Section 2.09. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds which books shall show the series number, date, maturity amount, rate of interest and last registered Owner of each Bond and shall at all times be open to inspection by the City during regular business hours on any Business Day, upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on. said books, the ownership of the Bonds as hereinbefore provided. Section 2.10. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City and authenticated by the Fiscal Agent upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under to this Agreement as definitive bonds authenticated and delivered hereunder. Section 2.11. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be cancelled by it and destroyed by the Fiscal Agent who shall, upon request of the City, deliver a certificate of destruction thereof to the City. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent and indemnity satisfactory to the Fiscal Agent and the City shall be given, the City, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section 2.11 and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. Section 2.12. Limited Obligation. All obligations of the City .under this Agreement and the Bonds shall not be general obligations of the City, but shall be limited obligations, payable solely from the Assessments and the funds pledged therefore hereunder. Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The Bonds are "Limited Obligation Improvement Bonds" under Section • 8769 of the Bond Law and are payable solely from and secured solely by the Assessments and the amounts in the Redemption Fund and the Reserve Fund created hereunder. Notwithstanding any -12- E other provision of this Agreement, the City is not obligated to advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund; provided, however, the City is not prevented, in its sole discretion, from so advancing funds. Section 2.13. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof. Section 2.14. Refunding of Bonds. The Bonds may be refunded by the City pursuant to Divisions 11 or 11.5 of the Bond Law upon the conditions as set forth in appropriate proceedings therefor. This Section shall not apply to or in any manner limit advancement of the maturity of any of the Bonds as provided in Parts 8, 9, 11, or 11.1 of the Bond Law, nor shall this Section 2.14 apply to or in any manner limit the redemption and payment of any Bond pursuant to subsequent proceedings providing for the payment of amounts to eliminate previously imposed fixed lien assessments, including the Assessments. -13- ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 hereof and deliver the Bonds to the Original Purchaser. Pursuant to the Resolution of Issuance, the Authorized Officers of the City are authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Bond Law, the Resolution of Issuance and this Agreement, to authorize the payment of Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. Section 3.02. Application of Proceeds of Sale of Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser, shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (A) into the Redemption Fund $ , (being the amount of capitalized interest of $ funded with said proceeds); (B) into the Reserve Fund (C) into the Costs of Issuance Fund (D) into the Improvement Fund $ , being the remaining proceeds of the Bonds received from the Original Purchaser on the Closing Date. Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the acquisition of the Project or upon the performance by any person or such person's obligation with respect to the Project. Section 3.04. Pledge of Assessments. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Assessments and all moneys deposited in the Redemption Fund and the Reserve Fund. The Assessments and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds as provided herein and in the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03. • -14- ARTICLE IV ESTABLISHMENT OF FUNDS Section 4.01. Improvement Fund. (A) Establishment of Improvement Fund. The Improvement Fund is hereby established as a separate fund to be held by the Fiscal Agent to the credit of which deposits shall be made as required by Sections 3.01(D) and 4.02(B). Moneys in the Improvement Fund and all subaccounts therein shall be held by the Fiscal Agent for the benefit of the City, and shall be disbursed, except as otherwise provided in subsection (D) of this Section, for the payment or reimbursement of costs of the Project. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate, substantially in the form of Exhibit B hereto, which shall: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officers Certificate previously filed requesting disbursement; and (iii) if the amount to be disbursed is to be paid pursuant to the Acquisition Agreement, that such disbursement is in accordance with the Acquisition Agreement. (C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01 hereof. Interest earnings and profits from such investment and -deposit shall be retained. in the Improvement Fund to be used for the purposes of such fund. (D) Closing of Fund. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund as directed in said Officer's Certificate which directions shall be pursuant to the Resolution of Intention and to the provisions of Sections 10427 and 10427.1 of the Act and the Improvement Fund shall be closed. Section 4.02. Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. The Costs of Issuance Fund is hereby established as a separate fund to be held by the Fiscal Agent to the credit of which a deposit shall be made as required by Section 3.02(C). Moneys in the Costs of Issuance Fund shall be held by the Fiscal Agent for the benefit of the City and shall be disbursed as provided in subsection (B) of this Section 4.02 for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance as set forth in a requisition substantially in the form of Exhibit C hereto containing respective amounts to be paid to the designated payees, signed by an Authorized Officer and delivered to the Fiscal Agent concurrently with the 45- delivery of the Bonds. The Fiscal Agent shall pay all Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such requisition, or upon receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Fiscal Agent on the Closing Date. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 180 days from the Closing Date or until the last known Costs of Issuance have been paid, whichever is earlier, and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Improvement Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01 hereof. Pending its closing under subsection (B) above, Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund. Section 4.03. Redemption Fund. (A) Establishment of Redemption Fund. The Redemption Fund is hereby established as a separate fund to be held by the Fiscal Agent to the credit of which deposits shall be made as required by Sections 3.02(A), Section 4.04(E) and, if applicable, 4.01(D) and any other amounts required to be deposited therein by this Agreement or the Bond Law. Moneys in the Redemption Fund shall be held by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, shall be disbursed for the payment of the principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds as provided below. (B) Disbursements. On or before each Interest Payment Date, the Fiscal Agent shall withdraw from the Redemption Fund and pay to the Owners of the Bonds the principal of (including Sinking Fund Payments), and interest and any premium, then due and payable on the Bonds. Five (5) Business Days prior to each Interest Payment Date, the Fiscal Agent shall determine if the amounts then on deposit in the Redemption Fund are sufficient to pay the debt service due on the Bonds on such Interest Payment Date. In the event that amounts in the Redemption Fund are insufficient for such purpose, the Fiscal Agent promptly shall notify the Treasurer by telephone (and confirm in writing) of the amount of the insufficiency, and on or before such Interest Payment Date, shall withdraw from the Reserve Fund to the extent of any funds therein the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Redemption Fund. Amounts so withdrawn from the Reserve Fund and deposited in the Redemption Fund shall be applied to the payment of the Bonds. If, after the foregoing transfers, there are insufficient funds in the Redemption Fund to make the payments provided for in the fust sentence of the first paragraph of this Section 4.03(B), the Fiscal Agent shall apply the available funds fust to the payment of interest on the Bonds, then to the payment of principal due on the Bonds (including Sinking Fund Payments), and then to payment of principal due on the Bonds by reason of Bonds called for redemption pursuant to Section 2.03(A)(i) hereof. (C) Investment. Moneys in the Redemption Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Redemption Fund. Section 4.04. Reserve Fund. (A) Establishment of Fund. The Reserve Fund is hereby established as a separate fund to be held by the Fiscal Agent to the credit of which a deposit shall be made as required. by Section 3.02(B), and deposits shall be made as provided in the. Bond Law. -16- 0 Moneys in the Reserve Fund shall be held by the Fiscal Agent for the benefit of the City and the Bond Owners as a reserve for the.payment of principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds. The City shall cause the Reserve Fund to be administered in accordance with Part 16 of the Bond Law and shall advise the Fiscal Agent in accordance therewith; provided that proceeds from redemption or sale of properties with respect to which payment of delinquent Assessments and interest thereon was made from the Reserve Fund, shall be credited to the Reserve Fund. (B) Use of Fund. Except as otherwise provided in this Section 4.04, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of (including Sinking Fund Payments), and interest and any premium on: the Bonds or, in accordance with the provisions of this Section 4.04, for the purpose of redeeming Bonds from the Redemption Fund. (C) Transfer Due to Deficiency in Redemption Fund. Transfers shall be made from the Reserve Fund to the Redemption Fund in the event of a deficiency in the Redemption Fund, in accordance with Section 4.03 (B) hereof. (D) Payment of Assessments. Whenever, after the issuance of the Bonds, an Assessment is paid, in whole or in part, as provided in the Bond Law, the Fiscal Agent, at the written direction of an Authorized Officer, shall transfer from the Reserve Fund to the Redemption Fund an amount specified in such direction equal to the product of the ratio of the original amount of the Assessment so paid to the original amount of all unpaid Assessments times the initial Reserve Requirement. (E) Transfer of Excess of Reserve Requirement. Whenever, on any Interest Payment Date, or on any other date when requested by the Treasurer, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Fiscal Agent shall, except as otherwise provided in Section 5.15 hereof for purposes of rebate and as evidenced by an appropriate Officer's Certificate, transfer on or before such Interest Payment Date an amount equal to the excess from the Reserve Fund to the Redemption Fund to be used in accordance with Part 16 of the Bond Law as directed in such Certificate. (F) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund is sufficient to retire all the Outstanding Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the Assessments shall be discontinued and the Reserve Fund liquidated by the Fiscal Agent in retirement of the Outstanding Bonds, as directed by an Officer's Certificate: In the event that the balance in the Reserve Fund at the time of liquidation exceeds the amount required to retire all of the Outstanding Bonds, the excess shall after payment of amounts due to the Fiscal Agent; be transferred to the City to be used in accordance with the Act and the Bond Law. (G) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained in the Reserve Fund subject to the provisions of Section 4.04(E) hereof. -17- ARTICLE V COVENANTS OF THE CITY Section 5.01. Collection of Assessments. The City shall comply with all requirements of the Act, the Bond Law and this Agreement to assure the timely collection of the Assessments, including, without limitation, the enforcement of delinquent assessments. To that end, the following shall apply: (A) The Assessments as set forth on the list thereof on file with the Director of Finance together with the interest thereto, shall be payable in.annual series corresponding in number to the number of serial maturities of the Bonds issued. An annual proportion of each Assessment shall be payable in each year preceding the date of maturity of each of the several series of Bonds issued (including any sinking payments on the Bonds) sufficient to pay the Bonds when due (including any sinking payments thereon) and such proportion of each Assessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interests after delinquency as do the general taxes on real property. All sums received from the collection of the Assessments and of the interest and penalties thereon shall be placed in the Redemption Fund. (B) The Treasurer shall, before the final date on which the Auditor will accept the transmission of the Assessments for the parcels within the Assessment District for inclusion on the next tax roll, prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the installments of the Assessments on the next secured tax roll. The Treasurer is hereby authorized to employ consultants to assist in computing the installments of the Assessments hereunder and in reconciling Assessments billed to amounts received: as provided in the subsection (C) of this Section 5.01. (C) The Assessments shall be payable and be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. In addition to any amounts authorized pursuant to Section 8682 of the Bond Law to be included with the annual amounts of installments as aforesaid, the City, pursuant to Section 8682.1 of the Bond Law, may cause to be entered on the assessment roll on which taxes will next become due, opposite each lot or parcel of land within the Assessment District in the manner set forth in said Section 8682, each lot's pro rata share of the estimated annual expenses of the City in connection with the administrative duties thereof for the Bonds, including, but not limited to, the costs of registration, authentication, transfer and compliance with the provisions of Article V hereof. Delinquent Assessments shall be subject to :foreclosure pursuant to Section 5.02 hereof. Section 5.02. Foreclosure. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced not later than 150 days after the occurrence of a delinquency and thereafter diligently prosecute an action in the superior court to foreclose the lien of any Assessment or installment thereof which has been billed, but has not been paid, pursuant to and as provided in Sections 8830 and 8835, inclusive of the Bond Law. The Treasurer shall notify the City Attorney of any such delinquency of which the Treasurer is aware, and the City Attorney shall commence, or cause to be commenced, such foreclosure proceedings. 1H 1.1 The City Attorney is hereby authorized to employ counsel to conduct any such foreclosure proceedings. Section 5.03. Punctual Payment, The City will punctually pay or cause to be paid the principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.04. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section 5.05. Against Encumbrance. The City will not encumber, pledge or place any charge or lien upon any of the unpaid Assessments or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by the Resolution, this Agreement, the Act or the Bond Law. Section 5.06. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from an other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Assessments and the application of amounts disbursed from the Improvement Fund, which records shall be subject to inspection by the Fiscal Agent upon reasonable prior notice on any Business Day. Section 5.07. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners thereto, and will warrant and defend their rights to such security against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. Section 5.08. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the Bond Law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund. Section 5.09. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and. benefits provided in this Agreement. Section 5.10. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(b) of the Code. • Section 5.11. Private Loan Financing Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private loan financing test of section 141(c) of the Code. -19- Section 5.12. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be "federally guaranteed' within the meaning of section 149(b) of the Code. Section 5.13. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5.14. Maintenance of Tax -Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of.the Bonds. Section 5.15. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government. 0 -20- • ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Authorized Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. The following shall apply to such investments: (A) In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any such moneys in Authorized Investments which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts; (B) The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment. The Fiscal Agent shall incur no liability for losses arising from any investments made pursuant to this Section. For purposes of determining the amount on deposit in any fund or account held hereunder, all Authorized Investments or investments credited to such fund or account shall be valued at the lesser of the cost thereof (excluding accrued interest and brokerage commissions, if any) or fair market value; (C) Subject in allrespects to the provisions of Section 5.15, investments in any and all funds and accounts may at the discretion of the Fiscal Agent be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent hereunder, provided that the Fiscal Agent shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement; and (D) The Fiscal Agent shall sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and the Fiscal Agent shall not be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. Section 6.02. Liability of City. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly provided herein or in the Bonds. The City shall not be liable to any Owner in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default thereunder. Under this Agreement, the following shall apply to the City: • (A) In the absence of bad faith, the City, including the Director of Finance and the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and -21- conforming to the requirements of this Agreement. The City, including the Treasurer, shall . not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts; (B) No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the foreclosure proceedings for delinquent Assessments and the payment of fees and costs of the Fiscal Agent) in the performance of any of its obligations hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (C) The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith; (D) The City shall not be bound to recognize any person as the Owner of a Bond unless duly registered and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed; and (E) Whenever in the administration of its duties under this Agreement the City shall deem it necessary or desirable that a matter be proved or established prior to.taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent or other expert retained by the City for the purposes hereof, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. Section 6.03. Employment of Agents by City. In order to perform its duties .and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it with reasonable care and in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. -22- . ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent. First Trust National Association, at its Principal Office in St. Paul, Minnesota, is hereby appointed Fiscal Agent and Paying Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. With respect to the appointment of the Fiscal Agent, the following shall apply: (A) Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01 shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Fiscal Agent shall give the Treasurer written notice of any such succession hereunder. (B) The City may remove the Fiscal Agent initially appointed and any.successor thereto, and may appoint a successor or successor's thereto, but any Fiscal Agent shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Twenty -Five Million Dollars ($25,000,000) and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a . report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (C) The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent, satisfying the requirements of Section 7.01(B) above, by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. (D) If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bond Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent; and (E) If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the City in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that ® its Treasurer in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. -23. Section 7.02. Liability of Fiscal Agent. With respect to the liability of the Fiscal Agent, the following shall apply: (A) The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, makes no representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any official statement or other disclosure material prepared or distributed with respect to the issuance of the Bonds; (B) The Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement,.upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to -any statements contained or matters referred to in any such instrument; (C) The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts; (D) No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers; (E) The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; and (F) The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent. Section 7.03. Information; Books and Accounts. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, • separate from all other records and accounts of the Fiscal Agent; in which complete and correct -24- 11 entries shall be made of all transactions made by it relating to the expenditure of amounts disbursed from the Improvement Fund, the Costs of Issuance Fund, the Redemption Fund and the Reserve Fund. Such books of record and accounts shall, upon reasonable notice, at all times during business hours on any Business Day be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may conclusively rely, without undertaking any investigation or inquiry, and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such person is the registered Owner of such Bond and such Bond is submitted for inspection, if required, and such Owner's title thereto satisfactorily established, if disputed. Whenever in theadministration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of an Authorized Officer of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation; Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of the Fiscal Agent's in house or other attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees. directors and agents harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement. Section 7.06. Interaction With the City. In conducting its duties hereunder whenever the Fiscal Agent is required or deems it appropriate to communicate with the City, it shall communicate with the Treasurer unless otherwise specifically required hereunder. All statements and reports required to be produced by the Fiscal Agent hereunder shall be provided to the Treasurer unless otherwise specifically provided hereunder. -25- ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce:the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Assessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the Resolution, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with section 148 of the Tax Code relating to required rebate of Excess Investment Earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations. Section 8.02. Owners' Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03.. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is not permitted by Section 8.01 hereof, to take effect when and as provided in this Section 8.03. With respect to such Supplemental Agreement under this Section 8.03, the following shall apply: -26- . (A) A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided; (B) Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given; which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed; and (C) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental. Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section -for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section but failure to mail copies of, said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of matters therein of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this III Article V, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owner; of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon request of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the y*e Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon request of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this .Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. 0 0 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section 9.02. Successor is Deemed Included in All Reference to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this. Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. Subject to the provisions of Section 2.14 hereof, if the City shall pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of (including any Sinking Fund Payments, and interest and any premium on, all Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, money • which, together with the amounts then on deposit in the funds and accounts provided for in Sections 4.03 and 4.04 is fully sufficient to pay all Bonds Outstanding, including all principal (including Sinking Fund Payments if applicable), interest and redemption premiums, or, (C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal Securities in such amount as the City shall determine, as confirmed by an independent certified public accountant, which will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Sections 4.03 and 4.04, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, Sinking Fund Payments if applicable, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Assessments and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05 hereof; and thereafter Assessments shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent. Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City to be used by the City as provided in the Act and the Bond Law. -29- Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of registered bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books. Any consent request, declaration or other instrument or writing of the then registered Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.06. Notices to and Demand on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) as follows: City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita, California 91355 Attention: Director of Finance Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) as follows: First Trust National Association First Trust Center 180 East 5th Street St. Paul, Minnesota 55101 Attention: Corporate Trust, 2nd Floor Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two(2) -30- i years after the date when payments of principal, interest and any premium have become payable, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds. Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act, the provision of the Act shall prevail over the conflicting provision of this Agreement. Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Assessments. Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal, including Sinking Fund Payments, (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal, including Sinking Fund Payments, (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no additional interest shall accrue from such Interest Payment Date until such Business Day. Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. -31- IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and attested and the Fiscal Agent has caused this Agreement to be executed in its name, all as of the date first written above. [SEAL] ATTEST: City Clerk -32- CITY OF SANTA CLARITA, CALIFORNIA By: Mayor FIRST TRUST NATIONAL ASSOCIATION, as Fiscal Agent By: Title: By: _ Title: EXHIBIT B City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road) Limited Obligation Improvement Bonds Series 1992 OFFICER'S CERTIFICATE NO. _ REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND The undersigned hereby states and certifies: (i) that I am the duly appointed, qualified and acting of the City of Santa Clarita, a general law city and a municipal corporation and a political subdivision of the State of California (the "City") and as such, am familiar with the facts herein certified and am authorized to certify the same; (ii) that I am an Authorized Officer, as such term is defined in that certain Fiscal Agent Agreement, dated as of (the "Fiscal Agent Agreement"), by and between the City and First Trust National Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 4.01(B) of the Fiscal Agent Agreement, the undersigned. hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to the payee(s) designated on Schedule A attached hereto and by this reference incorporated herein, the amount(s) set forth opposite such payee, for payment or reimbursement of previous payment of costs of the Project (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A; (iv) that any disbursement hereby requested with respect to a payment under the Acquisition Agreement, dated as of , by and between the City and , is in accordance with the provisions of the Acquisition Agreement and (v) that no portion of the amount(s) now being requested to be disbursed was set forth in any Officer's Certificate requesting disbursement previously filed with the Treasurer. Dated: CITY OF SANTA CLARTTA By: Authorized Officer owl Cl EXHIBIT C Limited Obligation Improvement Bonds City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road) Series 1992 OFFICER'S CERTIFICATE The undersigned hereby states and certifies: (i) that I am the duly appointed, qualified and acting Director of Finance of the City of Santa Clarita, a general law city and a municipal corporation and a political subdivision of the State of California (the City) and as such, am familiar with the facts herein certified and am authorized to certify the same; (ii) that I am an Authorized Officer, as such term is defined in that certain Fiscal Agent Agreement, dated as of (the "Fiscal Agent Agreement"), by and between the City and First Trust National Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 4.02(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Costs of Issuance Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of Costs of Issuance (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A; and (iv) that the disbursements described on the attached Schedule A constitute Costs of Issuance, and are properly chargeable to the Costs of Issuance Fund. Dated: C-1 CITY OF SANTA CLARITA By: Director of Finance 0 2916202 n{gN':M&W 1 I I A'9!,. RESOLUTION NO.92-2--An A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA ORDERING CHANGES AND MODIFICATIONS CITY OF SANTA CLARITA ASSESSMENT DISTRICT NO. 92-2 (Golden Valley Road) WHEREAS, on April 21, 1992, this Council adopted Resolution No.92-81, A Resolution of Intention to Make Acquisitions and Improvements; WHEREAS, in the proceedings under and pursuant to said Resolution, the Engineer's Report was adopted and an assessment was confirmed and levied by Resolution No. 92-97 adopted on June 23,1992; WHEREAS, certain of the assessments as shown in set Engineer's Report were subsequently apportioned in connection with the subdivision of the parcels of land upon which such assessments were levied; WHEREAS, the changes and modifications hereinafter ordered will not increase the total amount of the assessment or the amount of any individual assessment nor eliminate or add any work which will substantially and adversely alter or affect the benefits to be derived from the work and acquisitions; 0 WHEREAS, the public interest, convenience and necessity require the changes and modifications hereinafter ordered; WHEREAS, the Engineer of Work has filed with the City Clerk proposed revisions to the Engineer's Report as approved by this Council, to wit: changes in the Summary Cost Estimate, the Cost Estimates, the Method of Assessment and the Assessment Roll; NOW, THEREFORE, BE IT RESOLVED, by the City Council (the "Council") of the City of Santa Clarita, California (the "City") as follows: i. That changes and modifications be made in the Summary Cost Estimate, the Cost Estimates, the Method of Assessment, and the Assessment Roll as set forth in Exhibits "A," "B," "C," and "D," respectively, attached hereto and made a part hereof. 2. That conforming changes be made to the Engineer's Report to reflect the fact that the improvements will be undertaken in three phases. 3. That the City Clerk shall forward a certified copy of this resolution to the Superintendent of Streets as his authority to make the changes and modifications on the face of the assessment roll. 0 PASSED AND ADOPTED by the City Council of the City of Santa Clarita at a regular meeting held on the day of 1992. MAYOR I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the day of 1992, by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCELMEMBERS ABSENT: COUNCILMEMBERS • 0 WE 1616100,11.1 29162-02 JIHiw:DJO:brf ITIS 92 < RESOLUTION NO. 92-231 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA AUTHORIZING EXECUTION OF A FISCAL AGENT AGREEMENT CITY OF SANTA CLARITA ASSESSMENT DISTRICT NO. 92-2 (Golden Valley Road) WHEREAS, on April 21, 1992, this Council passed and adopted Resolution of Intention No. 92-81 (the "Resolution of Intention") relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913. By said Resolution of Intention, this Council provided that serial and/or term bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California and reference to said Resolution of Intention is hereby expressly made for further particulars; WHEREAS, on July 23, 1992 this Council adopted Resolution No. 92-98, A Resolution of the City Council of the City of Santa Clarita Determining Unpaid Assessments, Authorizing Issuance of Bonds and Providing for Execution of Fiscal Agent Agreement With Respect Thereto; WHEREAS, the fiscal agent agreement authorized by said Resolution No. 92-98, has not been executed and the Council wishes to authorize and approve a different form of Fiscal Agent Agreement providing for issuance of bonds upon the security of a portion of such unpaid assessments; NOW, THEREFORE, BE IT RESOLVED, by the City Council (the "Council") of the City of Santa Clarita, California (the "City") as follows: Section 1. Designation of Agent. The fiscal agent shall be as designated in the Fiscal Agent Agreement to act as the Fiscal Agent to perform the actions and duties required under the Fiscal Agent Agreement for the authentication, transfer, registration, and payment of the bonds. The Finance Director of the City is hereby authorized and directed to enter into agreements with the Fiscal Agent in furtherance of the actions and duties of the Fiscal Agent under this Resolution and the Fiscal Agent Agreement for such authentication, transfer, registration and payment of the bonds. Section 2. Approval and Authorization of Fiscal Agent Agreement. The Fiscal Agent Agreement, in the form this day presented to this Council, which Agreement provides, in substance, for the provisions of the issuance and payment and covenants relating to the bonds or the series thereof, is hereby approved. The Finance Director of the City is hereby authorized and directed to execute the Fiscal Agent Agreement on behalf of the City, with such changes thereto as may be approved by the Bond Counsel to the City with respect to the proceedings for said assessments for the purposes of the issuance of the bonds, the approval of such changes to be conclusively evidenced by the execution of the Fiscal Agent Agreement by the Finance Director. The Fiscal Agent Agreement may provide for the issuance of one or more series of bonds in and for said assessment district. PASSED AND ADOPTED by the City Council of the City of Santa Clarita at a regular meeting held on the day of 1992. MAYOR _ I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the. day of 1992, by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS • -2- CITY CLERK Z9162-02 JHHWDJO:bd .1 1 u19;72 r ;< RESOLUTION NO. 92-232 A RESOLUTION OF THE CITY COUNCIL OF SANTA CLARITA APPROVING BOND PURCHASE AGREEMENT, OFFICIAL STATEMENT AND RELATED DOCUMENTS AND AUTHORIZING ACTIONS WITH RESPECT THERETO CITY OF SANTA CLARITA ASSESSMENT DISTRICT NO. 92-2 (Golden Valley Road) WHEREAS, on this date, PaineWebber Incorporated (the "Underwriter') has presented to this Council, a form of agreement (the "Bond Purchase Agreement") for the purchase of not to exceed $879,432 par value of City of Santa Clarita Assessment District No. 92-2 (Golden Valley Road), Limited Obligation Improvement Bonds, Series 1992, (the "Bonds') to be issued by the City in proceedings undertaken pursuant to Resolution No. 92-81, a Resolution of Intention to Make Acquisitions and Improvements; adopted by the Council on April 21, 1992; WHEREAS, Fieldman, Rolapp & Associates, as financial advisor to the City (the "Financial Advisor") has prepared an Official Statement describing the Bonds, a preliminary form of which is on file with the City Clerk; WHEREAS, the Council has considered the Bond Purchase Agreement and Preliminary Official Statement and finds them acceptable subject to the conditions set forth in this resolution; and WHEREAS, the public interest and convenience will be served by entering into the Bond Purchase Agreement and authorizing the Preliminary Official Statement; NOW THEREFORE, IT IS ORDERED as follows: Section 1. The Bond Purchase Agreement is hereby approved and the City Manager or the Director of Finance of the City, or such other official of the City as may be designated by the Council (the "Authorized Official"), is hereby authorized and directed to execute and deliver the Bond Purchase Agreement, for and on behalf of the City, substantially in the form of the Bond Purchase Agreement presented to the Council, with any changes, insertions and deletions as may be approved by the Authorized Official in consultation with the Underwriter, the Financial Advisor and Jones Hall Hill & White, A Professional Law Corporation, as bond counsel, with respect to these assessment proceedings, such approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by Authorized Official. Section 2. The foregoing approval is hereby expressly conditioned upon the satisfaction of the following: (i) the total principal amount of the Bonds shall not exceed $879,432; (ii) the average interest cost of the Bonds shall not exceed nine percent (9%) per annum; (iii) the Underwriter's discount for the Bonds shall not exceed one and seven -tenths percent (1.7%) of the principal amount of the bonds, -and (iv) the Bonds shall mature not later than thirty (30) years . 0 Section 3. Upon execution of the Bond Purchase Agreement by the City, the Bonds • shall be printed,. authenticated and delivered, all in accordance with the applicable terms of the Bond Purchase Agreement and the Authorized Official and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement to complete all actions required to evidence the delivery of the bonds and the receipt of the purchase price thereof from the Underwriter. • Section 4. The Council hereby approves the Preliminary Official Statement describing the financing described herein, in substantially the form on file with the Authorized Official, together with any changes therein or additions thereto deemed advisable by the Authorized Official. The Council approves and authorizes the distribution by the Underwriter of the Preliminary Official Statement to prospective purchasers of the Bonds, and authorizes and directs the Authorized Official on behalf of the City to deem "final" pursuant to Rule 15c2=12 under the Securities Exchange Act of 1934 (the "Rule"), the Preliminary Official Statement prior to its distribution to prospective purchasers of the Bonds. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Official and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 5. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the assessment district and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all .things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, contract, and other document described in the documents herein approved. Section 6. This resolution shall take effect from and after its adoption. - 2 - PASSED AND ADOPTED by the City Council of the City of Santa Clarita at a regular meeting held on the day of 1992. 0 MAYOR I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the day of 1992, by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS - 3 - CITY CLERK •