HomeMy WebLinkAbout1992-09-22 - RESOLUTIONS - BOND ISSUANCE (2)RESOLUTION NO. CFD 92-1-41
As Amended on September 22, 1992
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SANTA CLARITA, CALIFORNIA ACTING AS THE
LEGISLATIVE BODY OF COMMUNITY FACILITIES
DISTRICT NO. 92-1 AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF BONDS OF
COMMUNITY FACILITIES DISTRICT NO. 92-1 OF
THE CITY OF SANTA CLARITA (VALENCIA TOWN
CENTER)
WHEREAS, the City Council of the City of Santa Clarita,
California (hereinafter referred to as the "Legislative Body"),
has heretofore undertaken proceedings and declared the
necessity to issue bonds on behalf of a Community Facilities
District pursuant to the terms and provisions of the "Mello -
Roos Community Facilities Act of 1982," as amended, being
Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code
of the State of California (the "Act"), said Community Facili-
ties District designated and known as Community Facilities
District No. 92-1 of the City of Santa Clarita (Valencia Town
Center) (the "Community Facilities District"); and
WHEREAS, pursuant to law a special election was held on
July 14, 1992 and the following proposition was approved by
more than two-thirds of the voters voting at said election: .
Shall Community Facilities District No.
92-1 of the City of Santa Clarita
(Valencia Town Center) incur an
indebtedness and be authorized to issue
bonds in the maximum aggregate principal
amount of not -to -exceed $20,000,000 with
interest at a rate or rates established at
such time as the bonds are sold in one or
more series at fixed or variable interest
rates, however not to exceed any
applicable statutory rate for such bonds,
the proceeds of which will be used to
equip, modify, maintain, rehabilitate,
acquire, relocate, construct or otherwise
provide facilities and all necessary
equipment and property therefor, as
provided in Resolution No. 92-110 of the
City Council of the City of Santa Clarita
and shall a special tax be levied to pay
for the principal of and interest of such
indebtedness and bonds and to otherwise
pay to equip, modify, maintain,
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rehabilitate, acquire, relocate, construct
or otherwise provide such facilities, as
specified in Resolution No. 92-109 of the
City Council of the City of Santa Clarita
and shall an appropriations limit be
established for Community Facilities Dis-
trict No. 92-1 pursuant to Article XIIIB
of the California Constitution, said
appropriations limit to be equal to the
amount of all proceeds of the special tax
collected annually, as adjusted for
changes in the cost of living and changes
in population?; and
WHEREAS, on August 25, 1992, the Legislative Body adopted
Ordinance No. CFD 92-1-1 authorizing the levy of a Special Tax
in the Community Facilities District; and
WHEREAS, no bonds of the above -referenced authorization to
date have been issued and sold, and at this time it is the
desire of this Legislative Body to proceed to issue Bonds of
Series A in the amount of not -to -exceed $20,000,000;
NOW, THEREFORE, the City Council of the City of Santa
Clarita, California does hereby resolve, determine and order as
follows:
ARTICLE I.
DEFINITIONS
Section 1.01 As used in this Resolution, the following
terms shall have the following meanings:
"girt" means the "Mello -Roos Community Facilities Act of
1982," as amended, being Chapter 2.5, Part 1, Division 2, Title
5 of the Government Code of the State of California.
"Additional Bonds" means any additional bonds issued by
the Community Facilities District as permitted by Section 8.04
of this Resolution payable from the Special Taxes on a parity
with the Bonds theretofore issued.
"Annual Debt Service" means, for each Debt Service Year,
the sum of (1) the interest falling due on the Outstanding
Bonds in such Debt Service Year, assuming that the Outstanding
Serial Bonds are retired as scheduled and the Outstanding Term
Bonds are redeemed as scheduled, as adjusted for any Bonds
which have, been optional redeemed; (2) the principal amount of
Outstanding Serial Bonds falling due by their terms in such
Debt Service Year; and (3) the aggregate principal minimum
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amount of the Outstanding Term Bonds required to be paid or
called and redeemed in such Debt Service Year.
"Authorized Representative" means any of the officials of
the City designated in Section 9.04 this Resolution.
"Bond Payment Fund" means the fund by that name estab-
lished in section 3.02.
"Bond Reserve Fund" means the fund by that name estab-
lished in Section 3.02.
"Bond Redemption Fund" means the fund by that name
established in Section 3.02.
"Bonds" means the Community Facilities District No. 92-1
of the City of Santa Clarita (Valencia Town Center), special
Tax Bonds, Series A and any Additional Bonds issued pursuant to
this Resolution and any resolution supplemental thereto.
"Bonds of Series A" means the not -to -exceed $20,000,000
principal amount of Community Facilities District No. 92-1 of
the City of Santa Clarita (Valencia Town Center), Special Tax
Bonds, Series A.
"City" means the City of Santa Clarita.
"Community Facilities District" means Community Facilities
District No. 92-1 of the City of Santa Clarita (Valencia Town
Center).
"Community Facilities Improvement Fund" means the fund by
that name established in Section 3.02.
"Consultant's Report" means a report signed by an
Independent Financial Consultant or an Independent Special Tax
Consultant, as may be appropriate to the subject of the report,
and including:
(i) a statement that the person or firm making or
giving such report has read the pertinent provisions of this
Resolution to which such report relates;
(ii) a brief statement as to the nature and scope of
the examination or investigation upon which the report is
based; and
(iii) a statement that, in the opinion of such person
or firm, sufficient examination or investigation was made as is
necessary to enable said Independent Financial Consultant or
Independent Special Tax Consultant to express an informed
n1%146m4040-0M1%16 w3 1007m -3-
opinion with respect to the subject matter referred to in the
report.
"Costs of Issuance" means the costs of forming the
Community Facilities District and issuing Bonds, including, but
not limited to the appraisal, bond counsel fees and disburse-
ments, bond and official statement printing costs, consultants'
fees, filing and recording fees, printing, advertising and
posting of notices, and initial fees of the Fiscal Agent and
its counsel.
"Debt Service Year" means the year ending each November 15
while the Bonds remain Outstanding.
"Deoositoa" shall mean the securities depository acting
as Depository under Section 2.10.
=" shall mean The Depository Trust Company, New York,
New York, and its successors and assigns.
"Escrow Fund" means the fund by that name established by
Section 3.02.
"Excess Earnings Tracking Account" means the account by
that name as described in Section 8.09.
"Fiscal Agent" means First Trust National Association and
any other bank or trust company which may be substituted in its
place as provided in Section 8.11.
"Government Obligations" shall mean and include any of the
following securities, if and to the extent the same are at the
time legal for investment of the Community Facilities
District's funds: direct obligations of, or obligations the
principal of and interest on which are unconditionally
guaranteed by, the United States of America, including
obligations issued or held in book entry form on the books of
the Department of the Treasury of the United States of America
and including a receipt, certificate or any other evidence of
an ownership interest in an aforementioned obligation, or in
specified portions thereof (which may consist of specified
portions of interest thereon) and also including advance
refunded tax-exempt bonds secured by the aforementioned
obligations. For the purposes of Section 8.10, Government
Obligations shall mean and include only such securities as are
described in the preceding sentence which: (x) shall not be
subject to redemption prior to their maturity other than at the
option of the owner thereof unless the moneys to be available
from the redemption of such securities on the earliest date on
which such securities are subject to redemption, other than at
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the option of the owner thereof, shall be at least equal to the
amount of money expected to be derived in connection with such
k[` securities in determining that the provisions of clause (B) of
Section 8.10 have been satisfied, and (y) which are then
permitted to be applied as provided in Section 8.10 under
applicable law.
"Holding Account" means the account by that name as
described in Section 3.02(B)(4).
"Independent Financial Consultant" means a financial
consultant or firm of such consultants generally recognized to
be well qualified in the financial consulting field, appointed
and paid by the Legislative Body and satisfactory to and
approved by the Fiscal Agent (which shall be under no liability
by reason of such approval, such approval to be not
unreasonably withheld) and who, or each of whom:
(i) is in fact independent and not under the
domination of the City or the Community Facilities District;
(ii) does not have any substantial interest, direct
or indirect, with the City or the Community Facilities
District; and
(iii) is not connected with the City or the Community
Facilities District as a member, officer or employee of the
City or the Community Facilities District, but who may be
regularly retained to make annual or other reports to the City
or the Community Facilities District.
"Independent Special Tax Consultant" means a consultant or
firm of such consultants generally recognized to be well
qualified in the field of consulting relating to special tax
bond financing by California community facilities districts,
appointed and paid by the City or the Community Facilities
District and satisfactory to and approved by the Fiscal Agent
(who shall be under no liability by reason of such approval),
and who, or each of whom:
(i) is in fact independent and not under the
domination of the City or the Community Facilities District;
(ii) does not have any substantial interest, direct
or indirect, with the City or the Community Facilities
District;'and
(iii) is not connected with the City or the Community
Facilities District as a member, officer or employee of the
City or the Community Facilities District, but who may be
regularly retained to make annual or other reports to the City
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or the Community Facilities District.
"Information Services" shall mean Financial Information,
Inc.'s "Financial 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
Investor Services' "Municipal and Government News Reports," 99
Church Street, 8th Floor, New York, New York 10007, Attention:
Municipal News Reports; and Standard and Poor's "Called Bond
Record," 25 Broadway, 3rd Floor, New York, New York 10004; or,
in accordance with then -current guidelines of the Securities
and Exchange Commission, such other services providing
information with respect to called bonds, or no such services,
as an Authorized Representative may designate in a certificate
delivered to the Fiscal Agent.
"Interest Account" means the account by that name as
described in Section 3.02(B)(1).
"Interest Payment Date" means May 15 and November 15 of
each year commencing May 15, 1993.
"Investment Securities" shall mean and include any of the
following securities, if and to the extent the same are at the
time legal for investment of the Community Facilities
District's funds:
(i) Government Obligations;
(ii) Bonds, debentures, notes, participation
certificates or other evidences of indebtedness issued, or
the principal of and interest on which are unconditionally
guaranteed, by the Bank for Cooperatives, the Federal
Intermediate Credit Bank, the Federal Home Loan Bank
System, the Federal Land Banks, the Government National
Mortgage Association, the Federal National Mortgage
Association or any other agency or instrumentality of or
corporation wholly owned by the United States of America
when such obligations are backed by the full faith and
credit of the United States;
(iii) Obligations of any state of the United States or
any political subdivision thereof, which remain at all
times during the investment rated "Al" or higher by the
Rating Agency; or which are rated by the Rating Agency "P-
1" or better with respect to commercial paper, or "MIG -1"
with respect to municipal notes;
(iv) Bank time deposits evidenced by certificates of
deposit, and bankers' acceptances, issued by any bank,
Pan46No1406UMMe630.3 10MIM -6-
trust company or national banking association insured by
the Federal Deposit Insurance Corporation; provided that
(a) such bank, trust company, or national banking
association be rated "Al" or better by the Rating Agency
at all times during such investment, or else that all of
the securities acquired pursuant to this subsection (iv)
be for amounts of $100,000 or less, and with maturities of
no longer than 365 days; and, (b) provided that (x) the
aggregate of such bank time deposits and bankers'
acceptances issued by any bank, trust company or banking
association does not exceed at any one time ten percent
(10%) of the aggregate of the capital stock, surplus and
undivided profits of such bank, trust company or banking
association and that such capital stock, surplus and
undivided profits shall not be less than Twenty -Five
Million Dollars ($25,000,000), or else that (y) such
deposits are fully and continuously secured by a valid and
perfected prior security interest in obligations described
in paragraph (i) or (ii) of this definition. If the
unsecured debt of such bank, trust company or national
banking institution is not rated "Al" or better by the
Rating Agency and if collateralized securities are
acquired pursuant to this paragraph (iv), then the
following additional conditions with respect to such
collateralized securities must be satisfied:
* the Fiscal Agent or a third party acting solely as
agent for the Fiscal Agent has possession of the
collateral;
* the Fiscal Agent has a perfected first priority
security interest in the collateral;
* collateral is free and clear of third -party liens
and in the case of a Securities Investors Protection
Corp. broker, was not acquired pursuant to a
repurchase agreement or reverse repurchase
agreement; and
* failure to maintain the requisite collateral level
will require the Fiscal Agent to liquidate
collateral.
(v) Repurchase agreements with any bank, trust
company or national banking association insured by the
Federal Deposit Insurance Corporation or with any
government bond dealer recognized as a primary dealer by
the Federal Reserve Bank of New York, which agreements are
fully and continuously secured by a valid and perfected
priority security interest in obligations described in
paragraph (i) or (ii) of this definition, provided that
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either the unsecured debt of such bank, trust company or
national banking association is rated "Al" or better by
the Rating Agency at all times during such investment, or
that the following conditions are met:
* the Fiscal Agent or a third party acting solely as
agent for the Fiscal Agent has possession of the
collateral;
* the Fiscal Agent has a perfected first priority
security interest in the collateral;
* collateral is free and clear of third -party liens
and in the case of a Securities Investors Protection
Corp. broker, was not acquired pursuant to a
repurchase agreement or reverse repurchase
agreement; and
* failure to maintain the requisite collateral level
will require the Fiscal Agent to liquidate
collateral.
(vi) Investment agreements with any corporation,
including banking or financial institutions, the unsecured
corporate debt of which is rated, at the time of
investment, "AA" or "Aa" or higher, as the case may be, by
the Rating Agency at all times during such investment;
provided that if the investment rating on such entity's
unsecured debt or claims paying ability is downgraded to
below "AA" or "Aa", as the case may be, by the Rating
Agency, the Fiscal Agent shall have the ability to
immediately withdraw all principal held under such
instrument at par, plus interest to the date of withdrawal
and such investment shall terminate;
(vii) Guaranteed investment contracts or similar
funding agreements issued by insurance companies, the
claims paying ability of which, at the time of investment,
is rated "AA" or "Aa" or higher, as the case may be, by
the Rating Agency at all times during such investment;
provided that if the investment rating on such entity's
unsecured debt or claims paying ability is downgraded to
below "AA" or "Aa", as the case may be, by the Rating
Agency, the Fiscal Agent shall have the ability to
immediately withdraw all principal held under such
instrument at par, plus interest to the date of withdrawal
and such investment shall terminate;
(viii) Corporate commercial paper rated "P-1" or better
by the Rating Agency at all times during such investment;
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(ix) Taxable government money market portfolios
restricted to obligations with maturities of one year or
less issued by, or the payment of principal and interest
with respect to which is guaranteed by, the United States
of America; provided that such obligations shall not be
acquired unless the Fiscal Agent is furnished with an
opinion in a form acceptable to the Fiscal Agent which
states, without material qualification or limitation, that
upon acquiring such obligation the Fiscal Agent shall
obtain a first perfected security interest in the
collateral to such obligation, enforceable notwithstanding
the insolvency of or the appointment of a receiver for the
collateral provider; and
(x) The Local Agency Investment Fund established
pursuant to Section 16429.1 of the Government Code of the
State of California, as permitted by law.
"Legislative Body" means the City Council of the City of
Santa Clarita.
"Nominee" shall mean the nominee of the Depository, which
may be the Depository, as determined from time to time pursuant
to Section 2.10.
"outstandina Bonds" means all Serial and Term Bonds
theretofore issued by the Community Facilities District,
except:
(i) Bonds theretofore cancelled or surrendered for
cancellation in accordance with Section 8.03 hereof;
(ii) Bonds for payment or redemption of which monies
shall have been theretofore deposited in trust (whether upon or
prior to the maturity or the redemption date of such Bonds)
pursuant to Section 8.10 hereof, provided that, if such Bonds
are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as provided in this
Resolution or any applicable resolution supplemental hereto;
and
(iii) Bonds in lieu of or in substitution for which
other Bonds shall have been authenticated and delivered by the
Fiscal Agent pursuant to Section 8.02.
"Owner" means the registered owner of any Outstanding
Bond.
"Participants" shall mean those broker-dealers, banks and
other financial institutions from time to time from which the
Depository holds Bonds as securities depository.
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"Principal Payment Date" means November 15 of each year,
commencing on November 15, 1994.
"Public Facilities" means the facilities as described in
the "Facilities Report for Community Facilities District No.
92-1 of the City of Santa Clarita (Valencia Town Center)" on
file in the office of the City Clerk of the Legislative Body or
as may hereafter be amended.
"Rating Agency" means Moody's Investors Service, Standard
and Poor's Corporation, their successors and assigns, or, if
such corporations shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, any
other nationally recognized securities rating agency designated
by the Community Facilities District.
"Record Date" means the last day of the month preceding an
Interest Payment Date.
"Representation Letter" shall mean the Representation
Letter from the Community Facilities District and the Fiscal
Agent to the Depository in the printed form required by DTC.
"Reserve Fund Recuirement" means, as of any date, an
amount equal to ten percent (10%) of the Bonds Outstanding.
"Resolution" means this Resolution No. CFD 92-1-4, as
adopted on July 14, 1992, as amended on September 22, 1992 and
as may be amended in accordance herewith.
"Securities Depositaries" shall mean the following
registered securities depositaries: The Depository Trust
Company, 711 Stewart Avenue, Garden City, New York 11530, Fax
- 516/227-4039 or 4190; Midwest Securities Trust Company,
Capital Structures -Call Notification, 440 South Lasalle Street,
Chicago, Illinois 60605, Fax - 312/663-2343; and Philadelphia
Depository Trust Company, Reorganization Division, 1900 Market
Street, Philadelphia, Pennsylvania 19103, Attention: Bond
Department, Dex - 215/496-5058; or, in accordance with then -
current guidelines of the Securities and Exchange Commission,
such other securities depositories, or no such depositories, as
an Authorized Representative may designate in a certificate
delivered to the Fiscal Agent.
"Serial Bond Payment Account" means the account by that
name as described in Section 3.02(B)(2).
"Serial Bonds" means the Bonds of Series A described in
Section 2.05(A) hereof, and as to Additional Bonds shall mean
Additional Bonds designated as Serial Bonds in the supplemental
resolution providing for the issuance thereof.
F91U46%M40Q4W1n16W.3101M 2 -10-
"Special Taxes" means the taxes authorized pursuant to the
Act and levied pursuant to the provisions of Ordinance No. CFD
92-1-1, including any scheduled payments and prepayments of
Special Taxes, interest and penalties thereon, and any proceeds
received in foreclosure following a default in the payment of
Special Taxes.
"State" means the State of California.
"Term Bond Payment Account" means the account by that name
as described in Section 3.02(B)(3).
"Term Bonds" means the Bonds of Series A described in
Section 2.05(B) hereof, and as to Additional Bonds shall mean
Additional Bonds designated as Term Bonds in the supplemental
resolution providing for the issuance thereof which are payable
at or before their specified maturity date or dates.
"Treasurer" means the Treasurer -Tax Collector of the
County of Los Angeles.
ARTICLE II.
GENERAL AUTHORIZATION AND TERMS
Section 2.01 Findings. The Legislative Body finds that
the above recitals are all true and correct.
Section 2.02 Amount. Issuance and Purpose. Pursuant to
the provisions of the Act and the Registered Public Obligations
Act of California (Sections 5050 and following of the
California Government Code), this Legislative Body does hereby
authorize the issuance, at any time under and subject to the
terms of this Resolution, of Bonds in the maximum aggregate
principal amount of not -to -exceed $200000,000. The purpose of
the Bonds of Series A shall be to finance the acquisition or
construction of a portion of Public Facilities to meet the
needs of new development within the Community Facilities
District, as set forth in the bond proposition.
Section 2.03 Description of Bonds of Series A. The
Bonds of Series A shall be designated "Community Facilities
District No. 92-1 of the City of Santa Clarity (Valencia Town
Center), Special Tax Bonds, Series A". The Bonds of Series A
of each maturity shall be numbered in a manner satisfactory to
the Fiscal Agent. All of said Bonds of Series A shall be dated
the let of October, 1992. The Bonds of Series A shall be in
the aggregate principal amount of not -to -exceed $20,000,000.
Section 2.04 Type and Nature of Bonds. The Bonds shall
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be special obligations of the Community Facilities District
secured by and payable from an irrevocable first lien on and
first pledge of the Special Taxes, investment income earned
after completion of construction of the Public Facilities on
funds on deposit in the Funds established hereunder (subject to
the obligation to rebate arbitrage profits, in accordance with
Section 8.09) and all monies on deposit in the Bond Payment,
Bond Reserve and Bond Redemption Funds; provided, however, that
the capitalized interest on the Bonds of Series A deposited in
the Interest Account pursuant to Section 3.01(1) shall only be
used for the payment of interest on the Bonds of Series A.
Said Bonds, the interest thereon, and any premiums payable on
the redemption of any thereof, are not an indebtedness of the
City, the State, or any of its political subdivisions, and
neither the City, the State nor any of its political
subdivisions is liable on the Bonds, nor in any event shall
said Bonds or interest be payable out of any funds or
properties other than those of the Community Facilities
District as in this Resolution set forth. Neither the members
of the Community Facilities District or the City nor any
persons executing the Bonds are liable personally on the Bonds
by reason of their issuance.
The Bonds shall be and are equally secured by and payable
from an irrevocable and first pledge of Special Taxes and other
funds as may be provided above and hereinafter, without
priority for number, date of sale, date of execution or date of
delivery, except as expressly provided herein.
The validity of the Bonds is not and shall not be
dependent upon the completion of the Public Facilities or upon
the performance of any one of the obligations relative to the
Community Facilities District.
Nothing in this Resolution shall prevent the Community
Facilities District from making advances from any other source
of revenue not otherwise prohibited by law to any of the uses
and purposes mentioned in this Resolution.
Section 2.05 Maturity and Interest Rate.
(A) Serial Bonds of Series A. The Serial Bonds of series
A shall be issued with annual principal maturing on
November 15, 1994, and November 15 of each succeeding year in
the principal amounts and bearing interest at the rates as set
forth below:
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Principal Amount
Year Maturing (November 151 Interest Rate
1994
$ 310,000
4.50E
1995
355,000
5.00
1996
405,000
5.40
1997
460,000
5.75
1998
515,000
6.05
1999
580,000
6.35
2000
655,000
6.60
2001
730,000
6.80
2002
820,000
7.00
2003
915,000
7.10
2004
1,020,000
7.20
(B) Term Bonds of Series A. The Term Bonds of Series A
shall be issued with principal maturing as set forth below, and
subject to mandatory redemption as set forth in Section 5.O1(B)
and bearing interest as set forth below:
Principal Amount
Year Maturing (November 15) Interest Rate
2010 $7,895,000 7.45E
2012 $5,340,000 7.50
Section 2.06 Interest. All Bonds of Series A shall bear
interest at the rates provided for in Section 2.05. Interest
shall be payable semiannually on May 15 and November 15,
commencing May 15, 1993 and each Bond of Series A shall bear
interest from the Interest Payment Date next preceding the date
on which it is authenticated, unless (i) said Bond of Series A
is authenticated on an Interest Payment Date, in which case it
shall bear interest from the date thereof; or (ii) said Bond of
Series A is authenticated after the Record Date for such
Interest Payment Date and before such Interest Payment Date, in
which case it shall bear interest from such Interest Payment
Date; or (iii) said Bond of Series A is authenticated on or
prior to April 30, 1993, in which event interest shall be
payable from October 1, 1992.
Section 2.07 Place of Payment. The principal of and any
redemption premium on the Bonds of Series A shall be payable in
lawful money of the United States of America upon surrender
thereof at maturity or the earlier redemption thereof at the
principal corporate trust office of the Fiscal Agent in St.
Paul, Minnesota.
Interest on said Bonds of Series A shall be paid by check
Fsiu46w40e0-MIX16003 10/MM -13-
of the Fiscal Agent in lawful money of the United States mailed
by first class mail on the Interest Payment Date to the Owner
thereof at his or her address as it appears on the books of
registration, as of the Record Date for said Interest Payment
Date; provided, however, that in the case of an Owner of
$1,000,000 or more in aggregate principal amount of the Bonds
of Series A, upon request of such Owner to the Fiscal Agent
given at least 20 days prior to an Interest Payment Date, such
interest shall be paid on the Interest Payment Date in
immediately available funds by wire transfer to an account
within the United States.
Section 2.08 Execution and Authentication of Bonds. The
Bonds shall be executed manually or in facsimile by the Mayor
and by the City.Clerk. The Bonds shall then be delivered to
the Fiscal Agent, for authentication and registration. In case
an officer who shall have signed or attested to any of the
Bonds by manual or facsimile signature shall cease to be such
officer before the authentication, delivery and issuance of the
Bonds, such Bonds may nevertheless be authenticated, delivered
and issued, and upon such authentication, delivery and issue,
shall be as binding as though those who signed and attested the
same had remained in office.
Section 2.09 Order to Prepare and Authenticate Bonds.
The Community Facilities District is hereby authorized to cause
Bonds of Series A in substantially the form set forth herein as
Exhibit "A" hereto, to be typewritten (if in book -entry form)
or to be printed (if in definitive form), and to proceed to
cause the Bonds of Series A to be authenticated by the Fiscal
Agent and delivered to an authorized representative of the
purchaser, upon payment of the purchase price.
Section 2.10 Book -Entry System.
(a) The Bonds shall be initially issued in the form of a
separate single fully registered Bond (which may be
typewritten) for each of the maturities of the Bonds. Upon
initial issuance, the ownership of each such Bond shall be
registered in the books of registration in the name of the
Nominee, as nominee of the Depository. Except as provided in
subsection (c) hereof, all of the Outstanding Bonds shall be
registered in the books of registration in the name of the
Nominee.
With respect to the Bonds registered in the books of
registration in the name of the Nominee, the Community
Facilities District and the Fiscal Agent shall have no
responsibility or obligation to any such Participant or to any
person on behalf of which such a Participant holds an interest
in the Bonds. Without limiting the immediately preceding
n31\14"1404"WIaeaw3 lamrox -14-
.i
sentence, the Community Facilities District and the Fiscal
Agent shall have no responsibility or obligation (unless the
Community Facilities District is at such time the Depository)
with respect to (i) the accuracy of the records of the
Depository, the Nominee, or any Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any
Participant or any other person, other than an Owner as shown
in the books of registration, of any notice with respect to the
Bonds, including any notice of redemption, (iii) the selection
by the Depository and its Participants of the beneficial
interests in the Bonds to be redeemed in the event the
Community Facilities District redeems the Bonds in part, or
(iv) the payment to any Participant or any other person, other
than an Owner as shown in the books of registration, of any
amount with respect to principal of, premium, if any, or
interest on the Bonds. The Community Facilities District and
the Fiscal Agent may treat and consider the person in whose
name each Bond is registered in the books of registration as
the holder and absolute owner of such Bond for the purpose of
payment of principal, premium and interest with respect to such
Bond for the purpose of giving notices of redemption and other
matter with respect to such Bond, for the purpose of
registering transfers with respect to such Bond, and for all
other purposes whatsoever. The Fiscal Agent shall pay all
principal of, premium, if any, and interest on the Bonds only
to or upon the order of the respective Owner, as shown in the
books of registration, or his respective attorney duly
authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the Community
Facilities Districts obligations with respect to payment of
principal of, premium, if any, and interest on the Bonds to the
extent of the sum or sums so paid. No person other than an
owner, as shown in the books of registration, shall receive a
Bond evidencing the obligation of the Community Facilities
District to make payments of principal, premium, if any, and
interest pursuant to this Resolution. Upon delivery by the
Depository to the Owner, Fiscal Agent and Community Facilities
District of written notice to the effect that the Depository
has determined to substitute a new nominee in place of the
Nominee, and subject to the provisions herein with respect to
record dates, the word Nominee in this Resolution shall refer
to such nominee of the Depository.
(b) Representation Letter. In order to qualify the Bond
for the Depository's book -entry system, the Community
Facilities District is executing and delivering to the
Depository the Representation Letter. The execution and
delivery of the Representation Letter shall not in any way
limit the provisions of subsection (a) or in any other way
impose upon the Community Facilities District any obligation
whatsoever with respect to persons having interests in the
FS1%1"W1e040-=1%16630.3 10/07ro2 -is-
Bonds other than the Owners, as shown on the books of
registration. In the written acceptance of the Fiscal Agent of
the Representation Letter, the Fiscal Agent shall agree to take
all action necessary for all representations of the Community
Facilities District in the Representation Letter with respect
to the Fiscal Agent to at all times be complied with. In
addition to the execution and delivery of the Representation
Letter, the Community Facilities District shall take such other
actions, not inconsistent with this Resolution, as are
reasonably necessary to qualify the Bonds for the Depository's
book -entry program.
(c) Transfers Outside Book -Entry System. In the event
(i) the Depository determines not to continue to act as
securities depository for the bonds, or (ii) the Depository
shall no longer so act and gives notice to the Fiscal Agent of
such determination, then the Community Facilities District will
discontinue the book -entry system with the Depository. If the
Community Facilities District determines to replace the
Depository with another qualified securities depository, the
Community Facilities District shall prepare or direct the
preparation of a new single, separate, fully registered Bond
for each of the maturities of the Bonds, registered in the name
of such successor or substitute qualified securities depository
or its nominee. If the Community Facilities District fails to
identify another qualified securities depository to replace the
Depository then the Bonds shall no longer be restricted to
being registered in the books of registration in the name of
the Nominee, but, shall be registered in whatever name or names
Owners transferring or exchanging Bonds shall designate, in
accordance with provisions of Article IV of the Resolution.
(d) Payments to the Nominee. Notwithstanding any other
provision of this Resolution to the contrary, so long as any
Bond is registered in the name of the Nominee, all payments
with respect to principal of, premium, if any, and interest on
such Bond and all notices with respect to such Bond shall be
made and given, respectively, as provided in the Representation
Letter or as otherwise instructed by the Depository.
(e) Initial Depository and Nominee. The initial
Depository under this Section 2.10 shall be DTC. The initial
Nominee shall be Cede & Co., as Nominee of DTC.
Section 3.01
Series A. Upon rece
ARTICLE III.
Mai+t;i��
of payment for the Bonds of
PSINION014091-M u6003 10197M -16-
A,
the Fiscal Agent shall set aside and deposit the proceeds
received from such sale and delivery in the following
respective funds and accounts established in Section 3.02
hereof:
(i) The Fiscal Agent shall deposit in the Interest
Account a sum equal to the amount of accrued interest
received upon the issuance of the Bonds of Series A,
together with a portion of the amount equal to the
interest which will accrue on the Bonds of Series A from
October 22, 1992 to May 15, 1993, as will be designated in
writing by an Authorized Representative.
(ii) The Fiscal Agent shall deposit in the Bond
Reserve Fund an amount which is equal to the initial
Reserve Fund Requirement.
(iii) The Fiscal Agent shall deposit in the Escrow
Fund an amount equal to the aggregate principal amount of
the Term Bonds of Series A maturing on November 15, 2012.
(iv) The Fiscal Agent shall transfer the balance of
the proceeds of the Bonds of Series A to the Community
Facilities Improvement Fund.
Section 3.02 Special Funds. There are hereby created
and established the following funds for the deposit and
allocation of moneys held by the Fiscal Agent: Bond Reserve
Fund, Bond Payment Fund, Community Facilities Improvement Fund,
Bond Redemption Fund and Escrow Fund. So long as any of the
Bonds herein authorized, or any interest thereon, remain
unpaid, the moneys in the foregoing funds shall be used for no
purpose other than those required or permitted by this
Resolution and the Act.
(A) Bond Reserve Fund. An amount equal to the Reserve
Fund Requirement shall be maintained in the Bond Reserve Fund,
which Fund shall be held and administered by the Fiscal Agent
for the benefit of the Owners.
If the amount in the Bond Reserve Fund is less than the
Reserve Fund Requirement on either April 30 or October 31 of
each year, then the Bond Reserve Fund shall be restored to the
Reserve Fund Requirement by the Community Facilities District
from any available funds or, to the extent such funds are
insufficient, by increasing the Special Tax rate for the next
annual Special Tax levy so as to generate Special Taxes in an
amount sufficient to replenish the Bond Reserve Fund, provided
that such rate shall not exceed the maximum authorized Special
Tax rate.
PSMUM140140=166303 10/7M -17-
Except as otherwise provided herein, including Section
8.09 hereof, the moneys in the Bond Reserve Fund shall be used
only for payment of the principal of and interest on the Bonds,
and more specifically as follows:
(1) For transfer to the Bond Payment Fund from time
to time such amounts as are needed to pay the principal of and
interest on the Bonds when due;
(2) To redeem Bonds in accordance with the provi-
sions of this Resolution;
(3) The amount in the Bond Reserve Fund in excess of
the Reserve Fund Requirement shall be transferred by the Fiscal
Agent (i) to the Community Facilities Improvement Fund on April
30 and October 31 of each year prior to the filing with the
Fiscal Agent of the written notice of completion of the Public
Facilities pursuant to Section 3.02(C), and (ii) to the
Interest Account of the Bond Payment Fund on April 30 and
October 31 of each year, beginning on the first such date
following the filing with the Fiscal Agent of the written
notification of completion;
(4) In the Debt Service Year in which the final
maturity of the Outstanding Bonds of a series is to be paid,
whether at maturity or redemption, the amount then on deposit
in the Bond Reserve Fund shall be transferred to the Bond
Payment Fund and utilized to pay, in whole or part, the
principal of and interest on the Bonds of such series; and
(5) Whenever Special Taxes are prepaid and Bonds are
redeemed with the proceeds of such prepayment, a proportionate
amount in the Reserve Fund (determined on the basis of the
principal of the Bonds to be redeemed and the principal amount
of the Bonds Outstanding) shall be transferred by the Fiscal
Agent to the Redemption Fund to be applied towards the
redemption of the Bonds.
The portion of the Reserve Fund Requirement
allocable to any series of Bonds may be satisfied by crediting
to the Bond Reserve Fund moneys, a letter of credit, a bond
insurance policy, or any other comparable credit facility or
any combination thereof, which in the aggregate make funds
available in the Bond Reserve Fund in an amount equal to the
Reserve Fund Requirement allocable to such series of Bonds;
however, the long-term unsecured debt or claim -paying ability,
as the case may be, of the provider of any such letter of
credit, bond insurance policy or any other comparable credit
facility, must have a rating of at least AA from Moody's
Investors Service or AA from Standard & Poorts Corporation, and
such letter of credit, bond insurance policy or any other
rsnt46w:40w40maM30.3 :0/07192 -18-
comparable credit facility shall not terminate while any of the
Bonds remain Outstanding.
(B) Bond Payment Fund. Moneys received from the
collection of Special Taxes during each Debt Service Year, in
an amount equal to, but not exceeding, the amount of Annual
Debt Service and any amount required to restore the Bond
Reserve Fund to the Reserve Fund Requirement, shall be
deposited, as received, by the Community Facilities District in
the Holding Account of the Bond Payment Fund, which shall be
held and administered by the Fiscal Agent for the benefit of
the Owners and used as provided herein.
Following the deposits of Special Taxes set forth in the
preceding paragraph, all money in the Bond Payment Fund shall
be set aside by the Fiscal Agent in the following respective
accounts within the Bond Payment Fund (each of which is hereby
created and each of which the Community Facilities District
hereby covenants and agrees to cause to be maintained by the
Fiscal Agent), in the following order of priority:
(1) Interest Account,
(2) Serial Bond Payment Account,
(3) Term Bond Payment Account, and
(4) Holding Account.
All money in each of such accounts shall be held by the
Fiscal Agent and shall be applied, used and withdrawn only for
the purposes hereinafter authorized in this Section.
(1) Interest Account. On or before April 30 and
October 31 of each year, beginning on April 30, 1993, the
Fiscal Agent shall transfer from the Holding Account and
deposit in the Interest Account an amount of money which,
together with any money contained therein (including any
investment earnings transferred from the Escrow Fund pursuant
to Section 3.02(E)), is equal to the aggregate amount of the
interest becoming due and payable on all Outstanding Bonds on
the next succeeding Interest Payment Date. No deposit need be
made into the Interest Account if the amount contained therein
is at least equal to the aggregate amount of the interest
becoming due and payable on all Outstanding Bonds on the next
succeeding Interest Payment Date. All such money in the
Interest Account shall be used and withdrawn by the Fiscal
Agent solely for the purpose of paying the interest on the
Bonds as it shall become due and payable (including accrued
interest on any Bonds purchased or redeemed prior to maturity).
(2) Serial Bond Payment Account. On or before
October 31 of each year, beginning October 31, 19940 the Fiscal
Agent shall transfer from the Holding Account and deposit in
Fsa146w1e040m01%166303 10WM -19-
the Serial Bond Payment Account an amount of money which,
together with any money contained therein, including all
earnings thereon, is equal to the aggregate amount of the
principal becoming due and payable on all Outstanding Serial
Bonds on the next succeeding Principal Payment Date. No
deposit need be made into the Serial Bond Payment Account if
the amount contained therein is at least equal to the aggregate
principal amount of all outstanding Serial Bonds becoming due
and payable by their terms on the next succeeding Principal
Payment Date. All money in the Serial Bond Payment Account
shall be used by the Fiscal Agent solely for the purpose of
paying the principal of the Serial Bonds as they shall become
due and payable.
(3) Term Bond Payment Account. On or before
October 31 of each year while the Term Bonds are Outstanding,
the Fiscal Agent shall transfer from the Holding Account to the
Term Bond Payment Account, an amount of money equal to, but not
greater than, the aggregate mandatory redemption required to be
made on the succeeding Principal Payment Date, if any, as
provided in Section 5.01(B) hereof or as may be provided in any
mandatory redemption schedule in any resolution supplemental
hereto for Term Bonds issued pursuant thereto. No deposit need
be made into the Term Bond Payment Account if the amount
contained therein is at least equal to the aggregate amount of
mandatory redemptions required to be made in the Debt Service
Year ending on the next succeeding Principal Payment Date.
The Community Facilities District hereby covenants
and agrees with the Owners of the Term Bonds to call and redeem
Term Bonds (without premium) in the amounts and at the times
set forth in Section 5.01(B) and as provided in any mandatory
redemption schedule in any resolution supplemental hereto for
Term Bonds issued pursuant thereto. All money in the Term Bond
Payment Account shall be used and withdrawn by the Fiscal Agent
only to redeem Term Bonds.
(4) Holding Account. On the day after the payment
of Annual Debt Service on each November 15, commencing
November 16, 1993, the Fiscal Agent shall make the following
disposition (listed in order of priority) of the amounts then
remaining on deposit in the Holding Account of the Bond Payment
Fund:
(a) Upon written direction of an Authorized
Representative, transfer to the Excess Earnings Tracking
Account established pursuant to Section 8.09, arbitrage profits
(as directed in said written direction) then remaining in such
account, if any.
(b) Transfer to the Bond Reserve Fund the
P91\14610140104MM6630.3 10/97/92 -20-
amount, if any, necessary to increase the Bond Reserve Fund to
an amount equal to the Reserve Fund Requirement.
(c) Retain in the Holding Account the amount,
if any, by which Annual Debt Service for the Debt Service Year
ending on the next succeeding November 15, exceeds the
estimated Special Tax receipts to be received prior to such
date.
For the purpose of estimating such Special Tax
receipts, the Fiscal Agent may rely upon a certificate signed
by an Authorized Representative which shall be filed with the
Fiscal Agent on or before November 15 of each year commencing
November 15, 1993. Said estimate of the Special Tax receipts
shall be based upon the amount of the Special Taxes to be
collected in said Debt Service Year, as levied by resolution of
the Legislative Body. An allowance shall be made for
delinquent Special Taxes in an amount equal to the actual rate
of delinquent Special Taxes in the most recent Debt Service
Year for which such data is available or, if such data shall be
unavailable, at a rate equal to the delinquency rate on secured
ad valorem taxes on property within the Community Facilities
District for the most recent Debt Service Year for which such
data is available.
(d) Upon receipt of a certificate of an
Authorized Representative that the amounts remaining after the
above transfers will not be necessary to pay Annual Debt
Service for the next Debt Service Year, such amounts shall be
transferred to the General Fund of the Community Facilities
District held by the Treasurer of the City or his authorized
representative and may be used by the Community Facilities
District for any authorized purpose under the Act, including
without limitation, payment of Fiscal Agent fees and expenses
and for audit reports, or at the discretion of the Legislative
Body shall be transferred to the Bond Redemption Fund to be
utilized for the purchase or redemption of Bonds as provided
hereinbelow.
(C) Community Facilities Improvement Fund. The Community
Facilities Improvement Fund shall be held and administered by
the Fiscal Agent. The moneys in said Community Facilities
Improvement Fund shall be used to pay the costs and expenses,
including Costs of Issuance, relating to the issuance of the
Bonds of Series A and any Additional Bonds and the construction
or acquisition of the Public Facilities to be funded by the
Bonds. Upon completion of the acquisition or construction of
the Public Facilities to be funded by the Bonds, an Authorized
Representative of the Community Facilities District shall file
written notification of completion by an Authorized
Representative with the Fiscal Agent, and thereupon any moneys
F31%14M1/00 MM%166M3 1O W/92 -21-
remaining in said Fund shall be transferred by the Fiscal Agent
to the Bond Payment Fund and deposited in the Holding Account.
Before any payment is made from said Community Facilities
Improvement Fund by the Fiscal Agent, the Community Facilities
District shall cause to be filed with the Fiscal Agent a
written requisition, in substantially the form attached hereto
as Exhibit B. signed by an Authorized Representative.
Upon receipt of each such written requisition, the Fiscal
Agent shall pay the amount set forth therein as directed by the
terms thereof. The Fiscal Agent need not make any such payment
if it has received notice of any lien, right to lien or
attachment upon, or claim affecting the right to receive
payment of, any of the moneys to be so paid, which has not been
released or will not be released simultaneously with such
payment.
(D) Bond Redemption Fund. The Bond Redemption Fund shall
be held and administered by the Fiscal Agent for the benefit of
the Owners. Into said Bond Redemption Fund shall be deposited
moneys provided by the Community Facilities District for the
redemption of Bonds pursuant to Section 5.01(A) and any moneys
set aside in said Fund shall be used solely for the purpose of
redeeming Bonds. Following the redemption of any Bonds and the
setting aside of moneys sufficient for the redemption of Bonds
which have not been surrendered to the Fiscal Agent, if any
surplus remains, said surplus shall be returned and transferred
to the Holding Account of the Bond Payment Fund.
(E) Escrow Fund. The Escrow Fund shall be held and
administered by the Fiscal Agent as a separate fund, distinct
from all other funds of the Community Facilities District, into
which the Fiscal Agent shall deposit, as received, the proceeds
of Bonds required by this Resolution or any resolution
supplemental thereto to be deposited in the Escrow Fund.
Moneys in the Escrow Fund shall be held by the Fiscal Agent for
transfer and deposit in the Community Facilities Improvement
Fund on any date after the delivery of the Bonds of Series A or
any Additional Bonds on which: (a) the Community Facilities
District is in possession of a fully executed original of the
"Cooperative Financing Agreement" by and between the Community
Facilities District, the Newhall Land and Farming Company and
the County of Los Angeles; or (b) if the Cooperative Financing
Agreement is not entered into for any reason, proceedings are
taken and approved under the Act for additional Public
Facilities to be constructed from the moneys derived from
proceeds of the Bonds of Series A; or (c) with respect to the
proceeds of any Additional Bonds deposited in the Escrow Fund,
any conditions required in the resolution supplemental hereto
are fulfilled. Notwithstanding the foregoing, the Community
rsiu46%140404W1%iaawa Tamm -22-
Facilities District shall direct the Fiscal Agent to transfer
to the Community Facilities Improvement Fund amounts less than
the amounts which the Fiscal Agent otherwise would be required
to transfer pursuant to the terms hereof, to the extent that
the terms of any Investment Security in which the moneys in the
Escrow Fund are invested limit the sum which may be withdrawn
from the Investment Security on any of such dates.
Investment earnings on moneys held in the Escrow Fund
shall be transferred (to the extent permitted by the Investment
Security) to the Interest Account and applied as provided in
Section 3.02(B)(1). Each amount transferred from the Escrow
Fund, other than investment earnings transferred therefrom,
pursuant to this Section shall be transferred and/or deposited
by the Fiscal Agent into the Community Facilities Improvement
Fund.
The amount to be transferred to the Community Facilities
Improvement Fund, shall be evidenced by a written request of an
Authorized Representative, together with evidence that the
conditions for transfer of such moneys, as set forth above,
have been satisfied.
Any moneys remaining on deposit in the Escrow Fund on
November 15, 1995, shall be used to redeem Bonds of Series A as
provided in Section 5.01(0); provided, however, that if a
written request of an Authorized Representative is received by
the Fiscal Agent on or before November 15, 1995, the moneys may
be transferred on any date prior thereto and used to redeem the
Bonds of Series A as provided in Section 5.01(C).
Moneys in the Escrow Fund shall initially be invested in
Investment Securities at a rate of interest which, together
with amounts made available by the Community Facilities
District from Bond proceeds, Special Taxes, or otherwise, is
estimated by the Community Facilities District to be sufficient
to pay Annual Debt Service on the Term Bonds of Series A
maturing on November 15, 2012. If any Investment Securities in
which the moneys in the Escrow Fund are invested matures prior
to the date on which all moneys remaining in the Escrow Fund
may be released, the Community Facilities District will direct
the Fiscal Agent to reinvest such moneys in Investment
Securities bearing a yield as close as possible to, but not in
excess of, the yield on the Bonds.
Section 3.03 Investment of Funds. Moneys in the Bond
Payment Fund, Community Facilities Improvement Fund, Bond
Reserve Fund, Bond Redemption Fund and Escrow Fund shall be
invested and reinvested in Investment Securities, as directed
by an Authorized Representative in writing two business days
prior to the date of making such investment. In the absence of
n31%1"w1e040-o0mne630.3 >amro2 -23-
such written direction, the Fiscal Agent shall invest solely in
Investment Securities described in paragraph (ix) of the
definition thereof, subject to the limitation set forth
therein. The Fiscal Agent shall incur no liability from loss
on investments made at the direction of the Community
Facilities District pursuant to this Section 3.03.
Investment of money in the Bond Payment Fund or any of the
designated accounts therein must mature prior to the date at
which said money is estimated to be required to be paid out
under the terms of this Resolution. All earnings, interest and
profits from the investment of moneys shall, subject to the
requirements of Section 8.09, be credited to the fund in which
such moneys are held, except that prior to the Fiscal Agent's
receipt of the written notification provided for in Section
3.02(C) hereof regarding completion of the Public Facilities to
be financed by the Bonds, any such earnings, interest and
profits on all Funds, other than the Excess Earnings Tracking
Account and the Escrow Fund, shall be deposited in the
Community Facilities Improvement Fund.
Notwithstanding anything to the contrary in the foregoing,
no investment shall be directed so as to cause the Bonds to be
directly or indirectly guaranteed within the meaning of Section
149(b) of the Internal Revenue Code of 1986, as amended, and
any regulations thereunder.
ARTICLE IV.
Section 4.01 Registration and Denomination or Bonds or
Series A. The Bonds of Series A shall be issuable only as
fully registered bonds in the denomination of $5,000, or any
integral multiple thereof.
Section 4.02 Exchange of Bonds. Bonds may be exchanged
at the principal corporate trust office of the Fiscal Agent in
St. Paul, Minnesota, for a like aggregate principal amount of
Bonds of the same series and maturity, subject to the terms and
conditions provided in the Fiscal Agent's system of
registration, including the payment of certain charges, if any,
upon surrender of such Bonds. Upon such exchange, a new
registered Bond or Bonds of any authorized denomination or
denominations of the same series and maturity for the same
aggregate principal amount will be issued in exchange therefor.
Section 4.03 Books of Registration. There shall be kept
by the Fiscal Agent sufficient books for the registration and
transfer of the Bonds and, upon presentation for such purpose,
F31N146\0140404WI%16630.3 10IWM -24-
the Fiscal Agent shall, under such reasonable regulations as it
may prescribe, register or transfer or cause to be registered
or transferred, on said register, Bonds as provided herein.
Section 4.04 NPuotiability, Reaistrat;on and Transfer of
Bonds. The transfer of any Bond may be registered only upon
such books of registration upon surrender thereof to the Fiscal
Agent, together with an assignment duly executed by the Owner
or his attorney or legal representative, in form satisfactory
to the Fiscal Agent. Upon any such registration of transfer,
a new Bond or Bonds shall be authenticated and delivered in ex-
change for such transferred Bond, in the name of the
transferee, of any denomination or denominations authorized by
this Resolution, and in an aggregate principal amount equal to
the principal amount of such Bond or Bonds so surrendered. in
all cases in which Bonds shall be exchanged or transferred, the
Fiscal Agent shall authenticate at the earliest practical time,
Bonds in accordance with the provisions of this Resolution.
All Bonds surrendered in such exchange or registration of
transfer shall forthwith be cancelled. The Legislative Body
may make a charge to the Owner for every such exchange or
registration of transfer of Bonds sufficient to reimburse it
for any tax or other governmental charge required to be paid
with respect to such exchange or registration of transfer. The
Fiscal Agent shall not be required to make such exchange or
registration of transfer of Bonds during the fifteen (15) days
immediately preceding any date upon which Bonds are to be
selected for redemption, nor shall the Fiscal Agent be required
to exchange or register the transfer of any Bond selected for
redemption.
Section 4.05 Authentication. Only such of the Bonds as
shall bear thereon a certificate of authentication sub-
stantially in the form below, manually executed by the Fiscal
Agent, shall be valid or obligatory for any purpose or entitled
to the benefits of this Resolution, and such certificate of the
Fiscal Agent shall be conclusive evidence that the Bonds so
authenticated have been duly executed, authenticated and
delivered hereunder, and are entitled to the benefits of this
Resolution.
r31u46\01404&ao1%1663e3 10VIn -25-
(FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the resolution of
issuance of the City Council of the City of Santa Clarita.
FIRST TRUST NATIONAL
ASSOCIATION,
as Fiscal Agent
By:
Authorized Signatory
ARTICLE V.
Section 5.01 Terms of Redemption for Bonds
The provisions of redemption shall be as follows:
(A) optional Redemption. Bonds of Series A maturing on
or after November 15, 2003 may be called before maturity and
redeemed at the option of the Community Facilities District,
from moneys deposited in the Bond Redemption Fund, in whole or
in part on any Interest Payment Date on or after November 15,
2002, in denominations of $5,000 or any integral multiple
thereof. In order to exercise said option, the Community
Facilities District shall deliver a written order, signed by an
Authorized Representative, to the Fiscal Agent stating its
election to optionally redeem Bonds of Series A, the redemption
date and the principal amount of Bonds of Series A to be
redeemed, which amount shall be $5,000 or an integral multiple
thereof. Such written order shall be delivered to the Fiscal
Agent at least 70 days prior to the redemption date or such
shorter period as shall be acceptable to the Fiscal Agent. If
less than all of the Outstanding Bonds of Series A of any
maturity are called for redemption, such Bonds to be so
redeemed shall be selected by the Fiscal Agent pro rata by
maturity and by lot within each maturity. The Bonds of Series
A are subject to optional redemption pursuant to this Section
at a redemption price as set forth below (expressed as a
percentage of the principal amount of the Bonds to be
redeemed), together with accrued interest to the date of
redemption:
P61%1"X014000-M1%16670.3 10/07M -26-
Redemption Dates Redemption Prices
November 15, 2002 or May 15, 2003 102%
November 15, 2003 or May 15, 2004 101
November 15, 2004 and thereafter 100
(B) Mandatory Sinking Fund Redemption. The Term Bonds of
Series A maturing November 15, 2010 are subject to mandatory
redemption without premium, prior to maturity at a Redemption
Price equal to the principal amount thereof, plus accrued
interest to the date of redemption. The Term Bonds of Series
A maturing November 15, 2010 to be redeemed will be selected by
the Fiscal Agent by lot. Term Bonds of Series A shall be
redeemed on November 15, in the principal amounts and years as
shown in the following redemption schedule:
2005
2006
2007
2008
2009
2010 (maturity)
$1,130,000
1,260,000
1,390,000
1,545,000
1,700,000
870,000
In the event of optional redemption of the Term Bonds of
Series A maturing November 15, 2010 pursuant to
Section 5.01(A), the amount of mandatory redemptions shown in
the above schedules shall be reduced pro rata in each year.
The Term Bonds of Series A maturing November 15, 2012 are
subject to mandatory redemption without premium, prior to
maturity at a Redemption Price equal to the principal amount
thereof, plus accrued interest to the date of redemption. The
Term Bonds of Series A maturing November 15, 2012 to be
redeemed will be selected by the Fiscal Agent by lot. Term
Bonds of Series A shall be redeemed on November 15, in the
principal amounts and years as shown in the following
redemption schedule:
2010
2011
2012 (maturity)
Fetu46w14040=1%:6630.::0107isz -27-
$1,005,000
2,065,000
2,270,000
In the event of optional redemption of the Term Bonds of
Series A maturing November 150 2012 pursuant to
Section 5.01(A), the amount of mandatory redemptions shown in
the above schedules shall be reduced pro rata in each year.
(C) 2
The
Term Bonds of Series A maturing on November 15, 2012 are
subject to special mandatory redemption on any Interest Payment
Date, in whole or in part, in denominations of $5,000 or any
integral multiple thereof, on or after May 15, 1993 from
amounts on deposit in the Escrow Fund, at a redemption price
equal to 100% of the principal amount thereof plus accrued
interest to the date of redemption. Any amounts remaining on
deposit in the Escrow Fund on November 15, 1995 shall be used
on such date to redeem the Term Bonds of Series A maturing
November 15, 2012 as set forth above. If less than all of the
Bonds are to be redeemed, the Bonds to be redeemed will be
selected by the Fiscal Agent by lot.
(D) Mandatory Redemption from Prepayments. All Bonds are
subject to redemption prior to their respective stated maturity
dates from proceeds of prepayments of Special Taxes, on any
Interest Payment Date, in whole or in part, in denominations of
$5,000 or any integral multiple thereof, at a redemption price
as set forth below (expressed as a percentage of the principal
amount of the bonds to be redeemed), together with accrued
interest thereon to the date fixed for redemption. If less
than all of the Bonds are to be redeemed, the Bonds to be
redeemed will be selected by the Fiscal Agent pro rata by
maturity and by lot within each maturity.
On or prior to May 15, 2002 103%
November 15, 2002 or May 15, 2003 102%
November 15, 2003 or May 15, 2004 101%
November 15, 2004 and thereafter 100%
Section 5.02 Notice of Redemption.
(A) Notice by Mail. The Fiscal Agent shall, not less
than thirty (30) nor more than sixty (60) days prior to the
date of redemption, mail by first class mail a notice, postage
prepaid, to (i) the respective Owners of the Bonds or portions
of Bonds to be redeemed at the addresses appearing on the Bond
registration books, (ii) the Information Services, and
(iii) the Securities Depositaries. The notice of redemption
shall: (a) state the redemption date; (b) state the redemption
price; (c) state the numbers and dates of maturity of the Bonds
to be redeemed, and in the case of Bonds to be redeemed in
F3:%usw:404UW1%16630.3 iamA2 -28-
part, the respective principal portions to be redeemed;
provided, however, that whenever any call includes all Bonds of
a maturity the numbers of the Bonds of such maturity need not
be stated; (d) require that such Bonds be surrendered at the
principal corporate trust office of the Fiscal Agent in St.
Paul, Minnesota; and (e) give notice that further interest on
such Bonds will not accrue after the designated redemption
date.
(B) Failure to Receive Notice. The actual receipt of
notice of such redemption by the owner of any Bond shall not
be a condition precedent to redemption, and failure to receive
such notice shall not affect the validity of the proceedings
for redemption of such Bonds or the cessation of interest on
the date fixed for redemption.
(C) Certificate of Receiving Notice. The notice or
notices required by this section shall be given on behalf of
the Community Facilities District by the Fiscal Agent. A
certificate of the Fiscal Agent that notice of redemption has
been given to the Owners of the Bonds as herein provided shall
be conclusive as against all parties, and no Owner whose Bond
is called for redemption may object thereto, or object to
cessation of interest on the redemption date, by any claim or
showing that he failed to receive actual notice of call and
redemption.
Section 5.03 Effect of Redemption. When notice of
redemption has been given substantially as provided herein, and
when the amount necessary for the redemption of the Bonds or
portions thereof called for redemption is set aside for that
purpose in the Bond Redemption Fund or the Term Bond Payment
Account, as the case may be, as provided for herein, the Bonds
or portions thereof designated for redemption shall become due
and payable on the date fixed for redemption thereof; and upon
presentation and surrender of said Bonds or portions thereof at
the place specified in the notice of redemption, said Bonds or
portions thereof shall be redeemed and paid at the redemption
price out of the Bond Redemption Fund or Term Bond Payment
Account, as the case may be; and no interest will accrue on
such Bonds or portions of Bonds called for redemption after the
redemption date specified in said notice; and the Owners of
such Bonds so called for redemption after such redemption date
shall look for the payment of principal, interest and premium,
if any, of such Bonds or portions of Bonds only to said Bond
Redemption Fund. All Bonds redeemed shall be cancelled
forthwith by the Fiscal Agent and shall not be reissued. Upon
surrender of Bonds redeemed in part, a new Bond or Bonds of the
same series, interest rate and maturity shall be registered,
authenticated and delivered to the registered Owner at the
expense of the Community Facilities District, in the aggregate
FSA146%01e0400wru6630.3 MUM -29-
principal amount of the unredeemed portion.
All unpaid interest payable at or prior to the date fixed
for redemption shall continue to be payable to the respective
Owners of such Bonds or their order, but without interest
thereon.
ARTICLE VI.
DEFAULT AND REMEDIES
Section 6.01 dents of Default and Remedies. Any one or
more of the following events constitutes an "event of default":
(a) Default in the due and punctual payment of any
interest on any Bond when and as such interest shall become due
and payable;
(b) Default in the due and punctual payment of the
principal of any Bond when and as the same shall become due and
payable, whether at maturity as therein expressed, by
proceedings for redemption, or if default shall be made in the
redemption or payment of any Term Bonds in the amounts and at
the times provided therefor;
(c) Default by the Community Facilities District in the
observance of any of the other covenants, agreements or
conditions contained in this Resolution, and such default shall
have continued for a period of thirty (30) days following
written notice by the Fiscal Agent to the Community Facilities
District; or
(d) The filing by the Community Facilities District or
the City of a petition or answer seeking reorganization or
arrangement under the Federal bankruptcy laws or any other
applicable law of the United States of America, or the approval
by a court of competent jurisdiction of a petition, filed with
or without the consent of the Community Facilities District or
the City seeking reorganization under the Federal bankruptcy
laws or any other applicable law of the United States of
America, or, under the provisions of any other law for the
relief or aid of debtors, the assumption by any court of
competent jurisdiction of custody or control of the Community
Facilities District or City or of the whole or any substantial
part of the property of either of them.
Upon the occurrence and continuation of any event of
default, the Fiscal Agent or the Owners of at least twenty-five
percent (25%) in aggregate principal amount of the Bonds may
proceed to exercise the following remedies:
FBIN146W14040-MR166303 10107M -30-
(a) Mandamus, suit, action or proceeding, to compel the
Legislative Body, the Community Facilities District or the City
and their members, officers, agents or employees to perform
each and every term, provision and covenant contained in this
Resolution and in the Bonds, and to require the carrying out of
any or all of such covenants and agreements of the Community
Facilities District and the fulfillment of all duties imposed
upon the Community Facilities District by the Act;
(b) Suit, action or proceeding in equity, to enjoin any
acts or things which are unlawful, or the violation of any of
the Owners' rights; and
(c) Suit, action or proceeding in any court of competent
jurisdiction to require the Community Facilities District or
City and its members and employees to account as if it and they
were of an express trust.
No such Owner shall have the right to institute any such
judicial proceeding pursuant to this section unless (a) such
Owner shall have previously given the Fiscal Agent written
notice of the occurrence of an event of default hereunder; (b)
the Owners of at least twenty-five percent (253) in aggregate
principal amount of the Bonds then Outstanding shall have made
written request to the Fiscal Agent to exercise the powers
herein granted or to institute such action, suit or proceeding
in its own name; (c) such Owner or said Owners shall have
tendered to the Fiscal Agent indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in
compliance with such request; and (d) the Fiscal Agent shall
have refused or omitted to comply with such request for a
period of sixty days after such written request shall have been
received by, and said tender of indemnity shall have been made
to, the Fiscal Agent.
Nothing in this section or in any other provision of this
Resolution, or in the Bonds, shall affect or impair the
obligation of the Community Facilities District, which is
absolute and unconditional, to pay from the proceeds of the
Special Taxes the principal of and interest on the Bonds to the
respective Owners at the respective Interest or Principal
Payment Dates, as herein provided, or affect or impair the
right, which is also absolute and unconditional, of such owners
to institute suit to enforce such payment by virtue of the
contract embodied in the Bonds.
No remedy conferred hereby upon the Fiscal Agent and any
Owner is intended to be exclusive of any other remedy, but each
such remedy is cumulative and in addition to every other remedy
and may be exercised without exhausting and without regard to
any other remedy conferred by the Act or any other law of the
F91%1/6VM4000-=1%16630.3 101WM -31-
State. No waiver by the Fiscal Agent or any Owner of any event
of default or breach of any duty or contract shall affect any
subsequent event of default or of any duty or contract or shall
impair any rights or remedies on said subsequent event of
default or breach. No delay or omission of the Fiscal Agent or
any Owner to exercise any right or power accruing upon any
default shall impair any such right or power or shall be
construed as a waiver of any such event of default or
acquiescence therein. Every substantive right and every remedy
conferred upon the Fiscal Agent or the Owners may be enforced
and exercised as often as may be deemed expedient. In case any
suit, action or proceeding to enforce any right or exercise any
remedy shall be brought or taken and should said suit, action
or proceeding be abandoned, or be determined adversely to the
Fiscal Agent or the Owners, then, and in every such case, the
Community Facilities District and the Fiscal Agent or the
Owners shall be restored to their former positions, rights and
remedies as if such suit, action or proceeding had not been
brought or taken.
ARTICLE VII.
RESOLUTION AMENDMENTS
Section 7.01 Amendments. This Resolution may be
modified or amended at any time by supplemental resolutions
adopted by the Legislative Body:
(a) without Owner Consent. Without the consent of
Owners, if the modification or amendment is for the purpose of
adding covenants and agreements further to secure Bond payment,
to prescribe further limitations and restrictions on Bond
issuance, to surrender rights and privileges of the Community
Facilities District, to make modifications for the purpose of
curing any ambiguities, defects or inconsistent provisions in
this Resolution, to prescribe further limitations and
procedures regarding the use of the proceeds of the Bonds and
the moneys held hereunder in order to comply with Federal
legislation or U.S. Treasury regulations now pending or
hereafter enacted or adopted, respectively governing the tax
exemption of interest on the Bonds, to issue Bonds for the
refunding of any Outstanding Bonds, to issue Additional Bonds
pursuant to Section 8.04, to increase the Reserve Fund
Requirement and to make any amendment described in Section
8.18, provided that the modifications or amendments do not
adversely affect the rights of the Owners.
(b) With Owner Consent. For any purpose with the
consent of the Owners of not less than sixty percent (60%) in
principal amount of all Bonds then Outstanding (exclusive of
r3in4mm40404W1%14a30.3 10,WM -32-
disqualified Bonds owned by the Community Facilities District
or the City as described below) provided, however, that no
modification or amendment shall, without the express consent of
all of the affected Owners, reduce the principal amount of any
Bond or any premium due thereon, reduce the interest rate
payable thereon, extend the maturity or the time for paying
interest thereon or the time for mandatory redemption, change
the monetary medium in which principal and interest is payable
create an interest in the Special Taxes superior to the
interest created pursuant to this Resolution or reduce the
percentage of consent required for amendment or modification.
Any act done pursuant to a modification or amendment
so consented to shall be binding upon the Owners of all of the
Bonds, and shall not be deemed an infringement of any of the
provisions of this Resolution or of the Act, whatever the
character of such act may be, and may be done and performed as
fully and freely as if expressly permitted by the terms of this
Resolution, and after such consent relating to such specified
matters has been given, no Owners shall have any right or
interest to object to such action or in any manner to question
the propriety thereof or to enjoin or restrain the Community
Facilities District or any officer thereof from taking any
action pursuant thereto.
(c) Consent of Owners. If the Community Facilities
District shall desire to obtain such consent, a copy of such
supplemental resolution, together with a request to the Owners
r for their consent thereto, shall be mailed by the Fiscal Agent
to the Owners, but failure to mail copies of such supplemental
resolution and request shall not affect the validity of the
supplemental agreement when assented to as in this Section
provided.
Such supplemental resolution shall not become
effective unless there shall be filed with the Fiscal Agent the
written consents of the owners of sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding
(exclusive of Bonds disqualified as provided in this Section).
Any such consent shall be binding upon the Owner giving such
consent and on any subsequent Owner (whether or not such
subsequent Owner has notice thereof).
After the Owners of the required percentage of Bonds
shall have filed their consents to such supplemental
resolution, the Fiscal Agent shall mail a notice to the owners
in the manner hereinbefore provided in this Section for the
mailing of such supplemental resolution, stating in substance
that such supplemental resolution 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
PSM46\0I00004MA16630.3 IWMM -33-
copies of said notice shall not affect the validity of such
supplemental resolution or consents thereto). A certificate by
an appropriate officer of the Fiscal Agent, that notice has
been given as herein provided, shall be conclusive as against
all parties.
A record, consisting of the papers required by this
Section to be filed with the Fiscal Agent, shall be proof of
the matters therein stated until the contrary is proved. Such
supplemental resolution shall become effective upon the mailing
by the Fiscal Agent of such last-mentioned notice, and such
supplemental resolution shall be deemed conclusively binding
upon the parties and the Owners.
(d) Disqualified Bonds. Bonds owned or held by or
for the account of the Community Facilities District or the
City or by any person directly or indirectly controlled or
controlled by, or under direct or indirect common control with
the Community Facilities District (except any Bonds held in any
pension or retirement fund) shall not be deemed Outstanding for
the purpose of any vote, consent, waiver or other action or any
calculation of outstanding Bonds provided for in this
Resolution, and shall not be entitled to vote upon, consent to,
or take any other action provided for in this Resolution.
The Fiscal Agent may require each Owner, before his
consent provided for in this Section 7.01 shall be deemed
effective, to certify as to whether the Bonds as to which such
consent is given, are disqualified as provided in this Section.
(e) Endorsement or Replacement of Bonds Delivered
After Amendments. The community Facilities District may
determine that Bonds delivered after the effective date of any
action taken as provided in this Article shall bear a notation,
by endorsement or otherwise, in form approved by the Fiscal
Agent, as to such action. In that case, upon demand of the
Owner of any Bond Outstanding at such effective date and
presentation of his Bond for such purpose at the office of the
Fiscal Agent, a suitable notation shall be made on such Bond.
The Community Facilities District may determine that new Bonds,
so modified as in the opinion of the Community Facilities
District is necessary to conform to such amendment, shall be
prepared, executed and delivered. In that case, upon demand of
the Owner of any Bond then Outstanding, such new.Bond shall be
exchanged at the principal corporate trust office of the Fiscal
Agent in St. Paul, Minnesota, without cost to such Owner, for
a Bond of the same character then Outstanding, upon surrender
of such Bond.
(f) Amendatory Endorsement of Bonds. The provisions
of this Article shall not prevent any Owner from accepting any
FSM46W140404=16630.3 1QWM -34-
amendment as to the particular Bonds held by him, provided that
due notification thereof is made on such Bonds.
ARTICLE VIII. MISCELLANEOUS
Section 8.01 Ownership of Bonds. The person in whose
name any Bond shall be registered on the registration books of
the Fiscal Agent shall be deemed and regarded as the absolute
owner thereof for all purposes, and payment of the principal
and redemption premium, if any, of any such Bond, and the
interest on any such Bond, shall be made only to or upon the
order of the Owner thereof or his legal representative. All
such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond, including the redemp-
tion premium, if any, and interest thereon, to the extent of
the sum or sums so paid.
Section 8.02 Mutilated Destroyed Stolen or Lost Bonds.
In case any Bond secured hereby shall become mutilated or be
destroyed, stolen or lost, the Fiscal Agent shall authenticate
a new Bond of like maturity and principal amount in exchange
for and upon the surrender of such mutilated Bond or in lieu of
and in substitution for such Bond destroyed, stolen or lost,
upon the Owner's paying the reasonable expenses and charges in
connection therewith, and, in the case of a Bond destroyed,
stolen or lost, his filing with the Fiscal Agent of evidence
satisfactory to it and the Community Facilities District that
such Bond was destroyed, stolen or lost, and of his ownership
thereof, and furnishing the Fiscal Agent and the Community
Facilities District with indemnity satisfactory to them.
Section 8.03 Cancellation of Bonds. All Bonds pur-
chased, paid or redeemed, either at or before maturity, shall
be cancelled upon the purchase, payment or redemption of such
Bonds. All Bonds cancelled under any of the provisions of this
Resolution shall be destroyed by the Fiscal Agent and a cer-
tificate of destruction provided to the Community Facilities
District.
Section 8.04 Additional Bonds.
(A) Conditions for the Issuance of Additional Bonds. The
Community Facilities District may at any time after the
issuance and delivery of the initial series of Bonds hereunder
issue Additional Bonds payable from the Special Taxes and
secured by a lien and charge upon the Special Taxes equal to
and on a parity with the lien and charge securing the
Outstanding Bonds theretofore issued under the Resolution, but
only subject to the following specific conditions, which are
hereby made conditions precedent to the issuance of any such
Fe1%146w1404UW1%46aw.3 10ro7roz -35-
Additional Bonds:
(1) The Community Facilities District shall be in
compliance with all covenants set forth in this Resolution and
a certificate of the Community Facilities District signed by an
Authorized Representative to that effect shall have been filed
with the Fiscal Agent.
(2) The issuance of such Additional Bonds shall have
been duly authorized pursuant to the Act and all applicable
laws, and the issuance of such Additional Bonds shall have been
provided for by a supplemental resolution duly adopted by the
Legislative Body which shall specify the following:
(a) The purpose for which such Additional Bonds
are to be issued and the fund or funds into which the proceeds
thereof are to be deposited, including a provision requiring
the proceeds of such Additional Bonds to be applied solely for
(i) the purpose of aiding in financing the Public Facilities,
including payment of all costs incidental to or connected with
such financing, and/or (ii) the purpose of refunding any Bonds,
including payment of all costs incidental to or connected with
such refunding;
(b) The authorized principal amount of such
Additional Bonds;.
(c) The date and the maturity date or dates of
such Additional Bonds; provided that (i) principal and sinking
account payment dates may occur only on the Principal Payment
Dates, (ii) all such Additional Bonds of like maturity shall be
identical in all respects, except as to number, and (iii) fixed
serial maturities or mandatory sinking account installments, or
any combination thereof, shall be established to provide for
the retirement of all such Additional Bonds on or before their
respective maturity dates;
(d) The Interest Payment Dates for such
Additional Bonds; provided that Interest Payment Dates shall be
on the same semiannual dates as the Interest Payment Dates for
Bonds of Series A;
(e) The denomination and method of numbering of
such Additional Bonds;
(f) The redemption premiums, if any, and the
redemption terms, if any, for such Additional Bonds;
(g) The amount and due date of each mandatory
sinking account installment, if any, for such Additional Bonds;
Psn:e6040aM111680.3 :0/07192 -36-
(h) The amount, if any, to be deposited from
the proceeds of such Additional Bonds in any interest account;
(i) The amount, if any, to be deposited from
the proceeds of such Additional Bonds into the Bond Reserve
Fund; provided that the Bond Reserve Fund shall be increased at
the time such Additional Bonds become Outstanding to an amount
equal to the Reserve Fund Requirement;
(j) The form of such Additional Bonds; and
(k) Such other provisions as are necessary or
appropriate and not inconsistent with the Resolution.
(3) The Special Tax revenues that would be generated
if the Special Taxes were levied upon all of the taxable
property in the Community Facilities District, as shown on the
most recently equalized assessment roll, at the maximum
permitted Special Tax Rate in each fiscal year would be in an
amount equal to at least one hundred ten percent (110%) of
Annual Debt Service on all the then Outstanding Bonds in each
Debt Service Year.
For the purpose of the issuance of Additional
Bonds, additional taxable property as to which construction has
been completed or is in place, as of the date of, and as may be
shown by, a Consultant's Report shall be deemed to be shown on
the most recently equalized assessment roll.
In the event such Additional Bonds are to be
issued solely for the purpose of refunding and retiring any
Outstanding Bonds, interest and principal payments on the
Outstanding Bonds to be so refunded and retired from the
proceeds of such Additional Bonds being issued shall be
excluded from the foregoing computation of Annual Debt Service.
Nothing contained in the Resolution shall limit the issuance of
any Special Tax bonds of the Community Facilities District
payable from the Special Taxes and secured by a lien and charge
on the Special Taxes if, after the issuance and delivery of
such Special Tax Bonds, none of the Bonds theretofore issued
hereunder which have been refunded will be Outstanding.
(4) The Community Facilities District and the Fiscal
Agent shall have received a Consultant"s Report which certifies
that the fair market value of the land and then existing
improvements in the Community Facilities District, as
determined by an appraisal performed on a basis consistent with
the appraisal for the Bonds of Series A, is at least 3.00 times
the sum of (A) the aggregate principal amount of all Bonds then
Outstanding, plus (B) the aggregate principal amount of the
Additional Bonds proposed to be issued, plus (C) the aggregate
Fsn1ew140404WA16630.3 lamisz -37-
principal amount of all assessment district bonds then
outstanding and payable from assessments to be levied on
parcels of land within the Community Facilities District, plus
(D) a portion of the aggregate principal amount of other
community facilities district bonds then outstanding and
payable at least partially from special taxes to be levied on
parcels of land within the Community Facilities District (the
"Other CFD Bonds") equal to the aggregate principal amount of
the Other CFD Bonds multiplied by a fraction, the numerator of
which is the amount of special taxes levied for the Other CFD
Bonds on parcels of land within the Community Facilities
District, and the denominator of which is the total amount of
special taxes levied for the Other CFD Bonds on all parcels of
land, based upon information from the most recent available
fiscal year. For purposes of making the certifications
required by this paragraph (4), the Consultant"s Report may
rely on reports or certificates of such other persons as may be
acceptable to the Community Facilities District and the
underwriter of the proposed Additional Bonds.
(B) Procedure for the Issuance of Additional Bonds. All
of the Additional Bonds shall be executed for issuance under
the Resolution and delivered to the Fiscal Agent and thereupon
shall be delivered by the Fiscal Agent upon the written request
of the Community Facilities District signed by an Authorized
Representative, but only upon receipt by the Fiscal Agent of
the following documents or money or securities, all of such
documents dated or certified, as the case may be, as of the
date of delivery of such Additional Bonds by the Fiscal Agent
(unless the Fiscal Agent shall accept any of such documents
bearing a prior date):
(1) A certified copy of the supplemental resolution
authorizing the issuance of such Additional Bonds;
(2) A written request of the Community Facilities
District signed by an Authorized Representative as to the
delivery of such Additional Bonds;
(3) An opinion of counsel of recognized standing in
the field of law relating to municipal bonds to the effect that
(a) the Community Facilities District has the right and power
under the Act to adopt the Resolution and all supplemental
resolutions thereto, and the Resolution and all such
supplemental resolutions have been duly and lawfully adopted by
the Community Facilities District, are in full force and effect
and are valid and binding upon the Community Facilities
District and enforceable in accordance with their terms (except
as enforcement may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the
enforcement of creditors' rights), and no other authorization
rsiu46\o140W*WIu6630.3 1am192 -38-
for the Resolution or such supplemental resolutions is
required; (b) the Resolution creates the valid pledge which it
purports to create of the Special Taxes as provided in the
Resolution, subject to the application thereof to the purposes
and on the conditions permitted by the Resolution; and (c) such
Additional Bonds are valid and binding special obligations of
the Community Facilities District, enforceable in accordance
with their terms (except as enforcement may be limited by
bankruptcy, insolvency, reorganization and other similar laws
relating to the enforcement of creditors' rights) and the terms
of the Resolution and all supplemental resolutions thereto and
entitled to the benefits of the Resolution and all such
supplemental resolutions and the Act, and such Additional Bonds
have been duly and validly authorized and issued in accordance
with the Act and the Resolution and all such supplemental
resolutions;
(4) A certificate of the Community Facilities
District, signed by an Authorized Representative containing
such statements as may be reasonably necessary to show
compliance with the requirements of the Resolution; and
(5) Such further documents, money and securities as
are required by the provisions of the Resolution and the
supplemental resolution providing for the issuance of such
Additional Bonds.
Section 8.05 Parity of Bonds. If Bonds are authorized
and issued in series, regardless of number, all Bonds shall be
on an equal parity and shall be entitled to share equally in
the proceeds of any levied Special Taxes, and no series,
subsequent or prior, shall have a priority position with regard
to any authorized Special Taxes.
Section 8.06 Private Loan Bonds. No portion of the
proceeds of the Bonds is reasonably expected to be used
directly or indirectly to make or finance loans (other than
loans that enable the borrower to finance any governmental tax
or assessment of general application for an essential
governmental function or that are used to acquire or carry
nonpurpose obligations) to persons who are not exempt persons
so as to cause the Bonds to meet the private loan financing
test of Section 141(c) of the Internal Revenue Code of 1986, as
amended, and any regulations of the United States Department of
the Treasury issued thereunder.
Section 8.07 Covenants. As long as the Bonds are out-
standing and unpaid, the Community Facilities District shall
(through its proper members, officers, agents or employees)
faithfully perform and abide by all of the covenants, under-
takings and provisions contained in this Resolution or in any
F81%146%014060-=1%16630.3 1QWM -39-
Bond issued hereunder including the following covenants and
agreements for the benefit of the Owners which are necessary,
convenient and desirable to secure the Bonds and will tend to
make them more marketable; provided, however, that said
covenants do not require the Community Facilities District to
expend any funds other than the Special Taxes.
(A) The Community Facilities District will review the
public records of the Treasurer -Tax Collector of the County of
Los Angeles in connection with the collection of the Special
Tax not later than July 1 of each year to determine the amount
of the Special Tax collected in the fiscal year ending the
preceding June 30, and if the amount so collected is less than
ninety-five percent (958) of the amount of the Special Tax
levied in such fiscal year, it will institute foreclosure
proceedings not later than the succeeding October 1 as
authorized by the Act in order to enforce the lien of the
delinquent installments of the Special Tax against each
separate lot or parcel of land in the Community Facilities
District, and will diligently prosecute and pursue such
foreclosure proceedings to judgment and sale. Notwithstanding
the foregoing, if the Community Facilities District determines
on the basis of such review that any single property owner in
the Community Facilities District is delinquent in excess of
twenty-five thousand dollars ($25,000) in the payment of the
Special Tax for such fiscal year, then it will diligently
institute, prosecute and pursue such foreclosure proceedings in
the time and manner provided herein against such property
owner. The Community Facilities District hereby pledges the
proceeds of any foreclosure to the payment of the Bonds or
replenishment of the Bond Reserve Fund for advances therefrom
to the Bond Payment Fund. Notwithstanding the foregoing,
foreclosure proceedings may be deferred if the Community
Facilities District advances funds to the Bond Reserve Fund to
keep it continually at the Reserve Fund Requirement.
(B) The Community Facilities District shall preserve and
protect the security of the Bonds and the rights of the Owners
and defend their rights against all claims and demands of all
persons. Until such time as an amount has been set aside
sufficient to pay Outstanding Bonds at maturity or to the date
of redemption if redeemed prior to maturity, plus unpaid
interest thereon and premium, if any, to maturity or to the
date of redemption if redeemed prior to maturity, the Community
Facilities District will faithfully perform and abide by all of
the covenants, undertakings and provisions contained in this
Resolution or in any Bond issued hereunder. Without limiting
the generality of the foregoing, the Community Facilities
District covenants and agrees to contest by court action or
otherwise (a) the assertion by any officer of any government
unit or any other person whatsoever against the Community
PSM46\01401UMOM66303 IQVM -40-
r
Facilities District that (i) the Act is unconstitutional, (ii)
the special Tax is invalid, or (iii) the special Taxes cannot
be paid by the Community Facilities District for the debt
service on the Bonds, or (b) any other action which could
affect the validity of the Bonds or diluting the security
therefor, or (c) any assertion by the United States of America
or any department or agency thereof or any other person that
the interest received by the Owners is includable in gross
income for purposes of Federal income tax laws.
(C) The Community Facilities District will diligently
carry out and continue to completion with all practical
dispatch, the acquisition of the Public Facilities in
accordance with the Act and the proceedings for the formation
of the Community Facilities District and in a sound and
economical manner. The Public Facilities to be acquired may be
amended as provided in the Act, but no amendment may be made
which would substantially impair the security of the Bonds or
the rights of the Owners. The Community Facilities District
will maintain the Public Facilities in accordance with the
customary and reasonable maintenance and repair practices for
such facilities.
(D) Except as otherwise permitted herein, the Community
Facilities District will not issue any other obligations
payable, as to principal or interest, from the Special Taxes
which have, or purport to have, any lien upon the Special Taxes
superior to or on a parity with the lien of the Bonds herein
authorized; provided, however, that nothing in this Resolution
shall prevent the Community Facilities District from issuing
and selling, pursuant to law, refunding bonds or other
refunding obligations payable from and having a first lien upon
the Special Taxes, if such refunding bonds or other refunding
obligations are issued for the purpose, and are sufficient for
the purpose of, paying all or any series or portions thereof of
the Bonds authorized by this Resolution and then Outstanding.
(E) The Community Facilities District will duly .and
punctually pay or redeem the principal of, mandatory sinking
fund payment with respect to, premium, if any, and interest on
each of the Bonds issued hereunder on the date, at the place
and in the manner provided in said Bonds, solely from the
Special Taxes and other funds as may be herein provided.
(F) The Legislative Body will, on or before August 1 of
each year, levy the Special Tax described in Ordinance No. CFD
92-1-1 to the extent necessary and permitted by the Act and
these proceedings in order to at least yield one hundred
percent (1002) of Annual Debt Service (including amounts to pay
the administrative costs of servicing the Bonds and to collect
the Special Tax) and to replenish the Bond Reserve Fund as
FSIMM1400400n16630.3 14WM -41-
provided for herein, taking into account anticipated
delinquencies as set forth in Section 3.01(B)(4) hereof and any
other funds of the Community Facilities District available for
such purposes and hereby pledges such Special Taxes to
repayment of the Bonds and replenishment of the Bond Reserve
Fund. The Community Facilities District may collect the
Special Taxes on the secured real property tax bills of
properties within the Community Facilities District, or
alternatively, at the discretion of the Legislative Body, the
Community Facilities District may separately bill to and
collect the Special Taxes from each owner of record.
(G) The Community Facilities District will at all times
keep, or cause to be kept, proper and current books and
accounts (separate from all other records and accounts) in
which complete and accurate entries shall be made of all
transactions relating to the acquisition or construction of the
Public Facilities and the Special Taxes and other funds herein
provided for.
(H) The Community Facilities District will make no use of
the proceeds of the Bonds which will cause the Bonds to be
"arbitrage bonds" subject to Federal income taxation by reason
of Section 148 of the Internal Revenue Code of 1986, as
amended. To that end, so long as any of the Bonds are
Outstanding, the Community Facilities District, with respect to
the proceeds of the Bonds, shall comply with all requirements
of said Section 148 and all regulations of the United States
Department of the Treasury issued thereunder, to the extent
that such requirements are, at the time, applicable and in
effect.
(I) Whenever any property in the Community Facilities
District is owned by any governmental entity and leased by such
governmental entity to -any private person or persons for
private use, the leasehold estate shall be assessed and taxed
in the same manner as privately owned property.
(J) If property in the Community Facilities District
becomes exempt from the Special Tax pursuant to negotiated
transaction or by gift or devise, the Legislative Body shall
continue to levy the Special Tax on such property pursuant to
Section 533173 of the Act or if such property becomes exempt
from the Special Tax by eminent domain, the Legislative Body
shall seek compensation pursuant to Section 53317.5 of the Act.
Section 8.08 Arbitrage Certificate. On the basis of the
fact, estimates and circumstances now in existence and in
existence on the date of issue of the Bonds, as determined by
an Authorized Representative, an Authorized Representative is
hereby authorized to certify that it is not expected that the
F3J%146%014040-=1%16630.3 10/0 M -42-
proceeds of the Bonds will be used in a manner that would cause
the Bonds to be arbitrage bonds. Such certification shall be
delivered to the purchaser together with the Bonds.
Section 8.09 Compliance With 1986 Code. In order to
maintain the exclusion from gross income for purposes of
federal income taxation of the interest on the Bonds, the
Community Facilities District covenants to comply with all
applicable requirements of the Internal Revenue Code of 1986,
as amended, and all regulations, rulings and decisions in
connection therewith. In furtherance of this covenant, the
Community Facilities District shall comply with the "Letter of
Instructions" provided to the Community Facilities District by
bond counsel on the date of delivery of the Bonds, as such
letter may be amended from time to time, as a source of
guidance for compliance. For such compliance there is hereby
created a fund to be held by the Fiscal Agent to be designated
as the "Excess Earnings Tracking Account," which shall be
administered by the Fiscal Agent as directed by the Community
Facilities District in written instructions given to the Fiscal
Agent from time to time.
Section 8.10 Defeasance.
(A) Discharge of Resolution. If the Community Facilities
District shall pay and discharge all indebtedness on all Bonds
Outstanding in any one or more of the following ways:
(1) by well and truly paying or causing to be paid
the principal of (including redemption premiums, if any)
and interest on all Bonds Outstanding, as and when the
same become due and payable; or
(2) by depositing with the Fiscal Agent, in trust,
at or before maturity, money which, together with the
amounts then on deposit in the Bond Payment Fund, the Bond
Redemption Fund and the Bond Reserve Fund, is fully
sufficient to pay or redeem all Bonds Outstanding at or
before their respective maturity dates, including all
principal, interest and redemption premiums, if any; or
(3) by delivering to the Fiscal Agent, for
cancellation by it, all Bonds Outstanding; or
(4) by depositing with the Fiscal Agent, in trust,
Government Obligations in such amount (as verified by a
report of an independent certified public accountant
retained by the Community Facilities District) will,
together with the income or increment to accrue thereon
and any other moneys of the Community Facilities District
made available for such purpose, be fully sufficient to
FS1%14M140$0- o %166303 iamroa -43-
pay and discharge the indebtedness on all Bonds (including
all principal, interest and redemption premiums) at or
before their respective maturity dates;
and if the Community Facilities District shall also pay or
cause to be paid all other sums payable hereunder by the
Community Facilities District, then and in that case, and
notwithstanding that any Bonds shall not have been surrendered
for payment, the pledge of the Special Taxes and other funds
provided for in this Resolution and all other obligations of
the Community Facilities District under this Resolution shall
cease, terminate and be completely discharged, and the Owners
of the Bonds not so surrendered and paid shall thereafter be
entitled to payment only out of the money or Government
Obligations deposited with the Fiscal Agent as aforesaid for
their payment; subject, however, to the provisions of paragraph
(C) below. The discharge of the obligations of the Community
Facilities District under this Resolution shall be without
prejudice to the rights of the Fiscal Agent to charge for any
fees and be reimbursed by the Community Facilities District for
any expenditures which it may thereafter incur in connection
herewith.
(B) Discharge of Liability of Bonds. Upon the deposit
with the Fiscal Agent, in trust, at or before maturity, of
money or Government Obligations in the necessary amount to pay
or redeem all or a portion of the Outstanding Bonds (whether
upon or prior to their maturity or the redemption date of such
Bonds), provided that if such Bonds are to be redeemed prior to
the maturity thereof, notice of such redemption shall have been
given as in Article v provided or provision satisfactory to the
Fiscal Agent shall have been made for the giving of such
notice, then all liability of the Community Facilities District
in respect of such Bonds shall cease, determine and be
completely discharged and the Owners thereof shall thereafter
be entitled only to payment out of the money or Government
Obligations deposited with the Fiscal Agent as aforesaid for
their payment, subject, however, to the provisions of paragraph
(C) below.
Notwithstanding any provisions of this Resolution, any moneys
deposited with the Fiscal Agent in trust for the payment of the
principal of, or interest or premium on, any Bonds and
remaining unclaimed for four (4) years after the principal or
interest of all the Outstanding Bonds has become due and
payable (whether at maturity or upon call for redemption as
provided in this Resolution) shall then be repaid to the
Community Facilities District upon its written request, and the
Owners of such Bonds shall thereafter be entitled to look only
to the Community Facilities District for payment thereof, and
PSI%146W140UPM1\166709 10/07/92 -44-
all liability of the Fiscal Agent with respect to such moneys
shall thereupon cease; provided, however, that before the
repayment of such moneys to the Community Facilities District
as aforesaid, the Fiscal Agent shall (at the written request
and cost of the Community Facilities District) first publish at
least once in a financial newspaper or journal a notice, in
such form as may be deemed appropriate by the Fiscal Agent,
with respect to the Bonds so payable and not presented and with
respect to the provisions relating to the repayment to the
Community Facilities District of the moneys held for the
payment thereof. In the event of the repayment of any such
moneys to the Community Facilities District as aforesaid, the
Owners of the Bonds in respect of which such moneys were
deposited shall thereafter be deemed to be general creditors of
the Community Facilities District for amounts equivalent to the
respective amounts deposited for the payment of such Bonds and
so repaid to the Community Facilities District (without
interest thereon).
Section 8.11 Designation of Fiscal Agent. First Trust
National Association is hereby designated Fiscal Agent with
respect to these proceedings and the Bonds to be issued. The
Fiscal Agent shall act as the agent and depository of the
Community Facilities District for the purpose of receiving
Special Taxes and other funds as provided in this Resolution,
to hold, allocate, use and apply such Special Taxes and other
funds as provided in this Resolution, and to perform such other
duties and powers of the Fiscal Agent as are prescribed in this
Resolution.
The officers listed in Section 9.84 may, in the absence of
an event of default, remove the Fiscal Agent initially
appointed or any successor thereto, and in such case shall
forthwith appoint a successor thereto authorized to conduct and
conducting business in the State of California having a
combined capital and surplus of at least twenty-five million
dollars ($25,000,000). Appointment of any successor Fiscal
Agent shall become effective upon written acceptance of its
functions and duties provided in this Resolution having been
executed and delivered to the Community Facilities District.
Section 8.12 Authority to Lew Special Tax. The
Legislative Body, on behalf of the Community Facilities
District, shall levy the Special Tax described in Ordinance No.
CFD 92-1-1 to pay principal, interest and other periodic costs
of the Bonds described herein pursuant to the Act and shall
collect such Special Taxes on the secured real property tax
roll.
Section 8.13 [Reserved.]
Fs1\1"\014040-=1n16630.3 10/07/92 -45-
Section 8.14 Proceedings Constitute Contract. The
provisions of this Resolution and of any other resolution
supplementing or amending this Resolution, shall constitute a
contract between the Community Facilities District and the
owners and the provisions thereof shall be enforceable by any
owner for the equal benefit and protection of all Owners
similarly situated by mandamus, accounting, mandatory injunc-
tion or any other suit, action or proceeding at law or in
equity that is now or may hereafter be authorized under the
laws of the State of California in any court of competent
jurisdiction. Said contract is made under the laws of the
State of California in any court of competent jurisdiction.
Section 8.15 Actions by Fiscal Agent as Attorney -in -
Fact. Any suit, action or proceeding which any owner shall
have the right to bring to enforce any right or remedy
hereunder may be brought by the Fiscal Agent for the equal
benefit and protection of all Owners similarly situated
(notwithstanding any conditions upon the bringing of any such
action, suit or proceeding set forth in Section 6.01) and the
Fiscal Agent is hereby appointed (and the Owners of the Bonds
issued hereunder, by taking and owning the same, shall be
conclusively deemed so to have appointed it) the true and
lawful attorney-in-fact of the respective Owners of the Bonds
for the purpose of bringing any such suit, action or proceed-
ing, and to do and perform any and all acts and things for and
on behalf of the respective owners of the Bonds as a class or
classes as may be necessary or advisable in the opinion of the
Fiscal Agent as such attorney-in-fact.
Section 8.16 CUSIP Numbers. CUSIP identification
numbers will be imprinted on the Bonds, but such numbers shall
not constitute a part of the contract evidenced by the Bonds
and no liability shall hereafter attach to the Community
Facilities District, the Fiscal Agent or any of the officers or
agents thereof because of or on account of said numbers.
Section 8.17 Severability. If any covenant, agreement
or provision, or any portion thereof, contained in this
Resolution, or the application thereof to any person or
circumstance, is held to be unconstitutional, invalid or
unenforceable, the remainder of this Resolution and the
application of any such covenant, agreement or provisions, or
portion thereof, to other persons or circumstances, shall be
deemed severable and shall not be affected, and this Resolution
and the Bonds issued pursuant hereto shall remain valid and the
Owners shall retain all valid rights and benefits accorded to
them under this Resolution and the Constitution and laws of the
State of California. If the provisions relating to the
appointment and duties of a Fiscal Agent are held to be
unconstitutional, invalid or unenforceable, said duties shall
PS1%1e6w140+0wo1%16M3 10roWre2 -46-
be performed by the Treasurer.
Section 8.18 Modifications to Resolution. The City
Clerk, with the advice of bond counsel of the Community
Facilities District, is hereby authorized to make changes and
modifications to the terms and conditions as set forth in this
Resolution, as it relates to the issuance and sale of the Bonds
as set forth in the Bond Purchase Contract and final official
Statement described respectively in Sections 9.01 and 9.03
hereof.
Section 8.19 Liability of the Fiscal Auent. The Fiscal
Agent shall have no duty or obligation whatsoever to enforce
the collection of or to exercise diligence in the enforcement
of the collection of funds assigned to it hereunder or as to
the correctness of any amounts received, but its liability
shall be limited to the proper accounting for such funds as it
shall actually receive.
The recitals of fact and all promises, covenants and
agreements herein and in the Bonds shall be taken as
statements, promises, covenants and agreements of the Community
Facilities District and the Fiscal Agent assumes no
responsibility for the correctness of the same and makes no
representations as to the validity or sufficiency of this
Resolution or of the Bonds, and shall incur no responsibility
in respect thereof, other than in connection with the duties or
obligations herein or the Bonds assigned to or imposed upon the
Fiscal Agent. 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 Community
Facilities District may provide for paying agents.
The Community Facilities District agrees to indemnify the
Fiscal Agent and hold it harmless against any loss, liability
or expense arising out of or in connection with the performance
of its duties, as Fiscal Agent, including without limitation
legal and other fees and expenses except that the Fiscal Agent
shall not be indemnified against any such loss, liability or
expense arising out of its negligence or willful misconduct.
The Fiscal Agent shall be under no obligation to institute or
defend any action, suit or legal proceeding in connection
herewith, unless first indemnified and held harmless to its
satisfaction in accordance with the foregoing. Such indemnity
shall survive discharge of the Bonds.
The Fiscal Agent may consult with counsel, who may be
counsel to the Community Facilities District, 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 the Fiscal Agent in good faith and
PSMU m40ao.a M166w3I0imm -47-
in accordance therewith.
The Fiscal Agent shall undertake to perform such duties as
are specifically set forth herein and no implied duties or
obligations shall be read into this Resolution against the
Fiscal Agent.
The Community Facilities District shall pay to the Fiscal
Agent compensation for all services performed by it hereunder
in accordance with the fiscal agency agreement. The Community
Facilities District shall also pay to the Fiscal Agent such
reasonable expenses, charges and other disbursements and those
of its attorneys, agents and employees incurred in and about
the administration and the performance of its duties hereunder.
The Fiscal Agent shall have the right to resign for any
reason upon thirty (30) days notice to the Community Facilities
District. Upon receipt of this notice, the Community
Facilities District shall promptly appoint a successor fiscal
agent. If a successor fiscal agent is not appointed by the
Community Facilities District within thirty (30) days of its
receipt of the notice, then Fiscal Agent may petition a court
of competent jurisdiction to appoint a successor Fiscal Agent.
ARTICLE IX
RELATED AGREEMENTS
Section 9.01 Bond Purchase Contract. The Community
Facilities District has determined that sale of the Bonds of
Series A to Merrill Lynch & Co. (the "Underwriter") will result
in a lower overall cost to the Community Facilities District
than sale of the Bonds through a competitive sale. The
Legislative Body hereby authorizes the officials designated in
Section 9.04 hereof, and each of them, to negotiate the terms
of a Bond Purchase Contract, including, without limitation,
principal amount, maturity, interest rate and the underwriter's
discount for the Bonds of Series A; provided, however, that the
size of the issue shall not exceed $20,000,000, that the
Underwriter's discount (excluding original issue discount)
shall not exceed one and one-half percent (1.5t) and that the
interest rate on the Bonds of Series A shall not exceed nine
percent (9.00$). The City Clerk, with the assistance of the
special bond counsel, is hereby authorized and directed to
complete this resolution by the insertion of amounts, dates,
redemption terms and various other matters in accordance with
the final terms and conditions of the sale as set forth in said
Bond Purchase Contract and the final Official Statement
described in Section 9.03 below.
FSARM1404UM iaaw.3 iamroz -48-
Section 9.02 Fiscal Aaencv Agreement. The Community
Facilities District hereby authorizes the officials hereinafter
authorized pursuant to Section 9.04 hereof, and each of them,
to enter into a Fiscal Agency Agreement, in the form submitted
to this Legislative Body, with the Fiscal Agent. The terms of
the Fiscal Agency Agreement are incorporated herein as though
set forth in full herein.
Section 9.03 Official Statement. The Community
Facilities District hereby approves the Preliminary Official
Statement submitted to this Legislative Body and deems it final
as of the date hereof except for the omission of information
regarding the offering prices, interest rates, aggregate
principal amount and principal amount per maturity. The
officials hereinafter authorized pursuant to Section 9.04
hereof, and each of them, shall make any necessary changes to
the Preliminary Official Statement in order to cause it to be
the final Official Statement, which when used jn connection
with the sale of the Bonds of Series A, will be true and
correct in all material respecta,.:and -Authgrizes-'the.Officials
hereinafter authorized pursuant to Section' 9'.04 hereof'
upon
their approval of the final Official Statement, to execute the
Official Statement and any amendment and supplement thereto on
behalf of the Community Facilities District, to be delivered to
the Underwriter of the Bonds of Series A with such approval to
be conclusively evidenced by such execution and delivery. The
distribution of the Preliminary Official Statement by the
Underwriter in connection with the sale of the Bonds of Series
A is hereby authorized and approved.
Section 9.04 Officials Authorized to Execute and Deliver
Agreements. The City Manager, the Mayor, the Director of
Finance, the City Clerk and other appropriate officers of the
City are hereby. authorized to execute the Bond Purchase
Contract, .the Fiscal Agency Agreement, and the Official
`gtatement, with suchadditions and changes therein as the
official executing the same -may approve upon the advice of the
city attorney and bond counsel, such approval to be
conclusively evidenced by the execution and delivery thereof by
such official. Such officials are hereby authorized to execute
such other documents as may be necessary or advisable in order
to carry out and perform the purpose of this Resolution and to
deliver such executed documents on behalf of the Community
Facilities District.
F3n146w14040- 0nts630.310/07M -49-
PASSED and ADOPTED by the City Council of the City of
Santa Clarita, California at a regular meeting held on the 22nd
day of September, 1992.
CITY COUNCIL OF THE CITY OF
SANTA CLARITA, CALIFORNIA
ACTING AS THE LEGISLATIVE BODY
OF COMMUNITY FACILITIES
DISTRICT NO. 92-1
n
Mr
R
ATTE T:
IT CLERK '
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the City Council of the City of Santa Clarita,
California, at a regular meeting thereof, held on the 22nd day
of September, 1992, by the following vote of the Council:
AYES: Councilmembers Boyer, Darcy, Heidt, Pederson, Klajic
NOES: Councilmembers None
ABSENT: Councilmembers None
Y CLERK
(SEAL)
I, DONNA GRINDEY, City Clerk of the City of Santa Clarita,
California, DO HEREBY CERTIFY that the above and foregoing is
a full, true and correct copy of Resolution No. CFD 92-1-4, and
that the same has not been amended or repealed.
DATED: ) , 1992.
Clarita,
(SEAL)
F31%146W1406 =1116M3 100M -50-
EXHIBIT "A"
FORM OF BOND
United States of America
State of California
Number
S
COMMUNITY FACILITIES DISTRICT NO. 92-1
OF THE CITY OF SANTA CLARITA (VALENCIA TOWN CENTER)
SPECIAL TAX BOND
SERIES A
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
OCTOBER 11 1992
COMMUNITY FACILITIES DISTRICT NO. 92-1 of the City of Santa
Clarita (Valencia Town Center), County of Los Angeles, State of
California, duly organized and existing under and by virtue of
the "Mello -Roos Community Facilities Act of 1982", as amended
(Section 53311 and following of the Government Code of the
State of California) (the "Act"), hereby acknowledges its
indebtedness and promises to pay to
the sum of
or registered ass gns,
Dollars
on the maturity date stated above with interest thereon at the
rate per annum stated above, interest payable semiannually on
the fifteenth (15th) days of May and November (each, an
"Interest Payment Date") of each and every year commencing May
15, 1993, and continuing until this bond is paid. Both
principal of and any premium, if any, upon the redemption of
this bond prior to maturity are payable in lawful money of the
United States of America upon presentation and surrender of
this bond at the principal corporate trust office of First
Trust National Association (the "Fiscal Agent") in St. Paul,
Minnesota. Interest shall be paid by check mailed by first
class mail on each Interest Payment Date to the registered
owner of record at his address as it appears on the books of
registration, as of the close of business on the last day of
the month preceding such Interest Payment Date (hereinafter
"Record Date"); provided, however, that in the case of an Owner
of $1,000,000 or more in aggregate principal amount of bonds,
Fel%14M40400001\166703 IQ W/92 A-1
upon request of such Owner to the Fiscal Agent given at least
20 days prior to an Interest Payment Date, such interest shall
be paid on the Interest Payment Date in immediately available
funds by wire transfer to an account within the United States.
Interest on this bond shall be payable from the Interest
Payment Date next preceding the date of authentication hereof,
unless: (i) such date of authentication is an Interest Payment
Date, in which event interest will be payable from such date of
authentication, (ii) such date of authentication is after the
close of business on the Record Date and before such Interest
Payment Date, in which event it shall bear interest from such
Interest Payment Date, or (iii) unless such date of
authentication is on or prior to April 30, 1993, in which event
interest will be payable from October 1, 1992.
The bonds are special, limited obligations of Community
Facilities District No. 92-1 of the City of Santa Clarita
(Valencia Town Center) (the "Community Facilities District")
payable from the annual special tax (the "Special Tax")
authorized under the Act and Ordinance No. CFD 92-1-1 adopted
by the City Council of the City of Santa Clarita, California
(the "City") on August 25, 1992, to be collected within the
Community Facilities District, except to the extent that
provision for payment has otherwise been made by the City
Council, as may be permitted by law. The bonds do not
constitute obligations of the City or the Community Facilities
District for which the City or the Community Facilities
District is obligated to levy or pledge, or have levied or
pledged, general or special taxation other than as described
hereinabove. The Community Facilities District has covenanted
for the benefit of the owners of the bonds that it will
commence and diligently pursue to completion appropriate
foreclosure actions in the event of delinquencies of any
Special Tax installments levied for payment of principal and
interest, as provided in the resolution of issuance for the
bonds..
PROVISIONS OF REDEMPTION
optional Redemption. All bonds maturing on or after
November 15, 2003 may be called before maturity and redeemed at
the option of the Community Facilities District, from moneys
deposited with the Fiscal Agent in whole or part on any
Interest Payment Date on or after November 15, 2002, in
denominations of $5,000 or any integral multiple thereof. The
bonds are subject to redemption as directed by the Community
Facilities District. If less than all of the bonds outstanding
are called for redemption, such bonds to be so redeemed shall
be selected by the Fiscal Agent pro rata by maturity and by lot
within each maturity, at a redemption price as set forth below
rst%Je6wie040.00M%16630.3 Tamm A-2
(expressed as a percentage of the principal amount of the bonds
to be redeemed), together with accrued interest to the date of
redemption:
Redemption Dates Redemption Prices
November 15, 2002 or May 15, 2003 102%
November 15, 2003 or May 15, 2004 101%
November 15, 2004 and thereafter 100%
Mandatory Sinking Fund Redemption. The bonds maturing
November 15, 2010, are subject to mandatory redemption without
premium, prior to maturity at a redemption price equal to the
principal amount thereof to be redeemed, plus accrued interest
to the date of redemption. The bonds to be redeemed will be
selected by the Fiscal Agent by lot. Bonds shall be redeemed
on November 15, in the principal amounts and years as shown in
the following redemption schedule:
2005
2006
2007
2008
2009
2010 (maturity)
$1,130,000
1,260,000
1,390,000
1,545,000
1,700,000
870,000
The bonds maturing November 15, 2012 are subject to
mandatory redemption without premium, prior to maturity at a
redemption price equal to the principal amount thereof, plus
accrued interest to the date of redemption. The bonds maturing
November 15, 2012 to be redeemed will be selected by the Fiscal
Agent by lot. Bonds shall be redeemed on November 15, in the
principal amounts and years as shown in the following
redemption schedule:
VCM
2010
2011
2012 (maturity)
$1,005,000
2,065,000
2,270,000
maturing on November 15, 2012 are subject to specie
redemption on any Interest Payment Date, in whole
in denominations of $5,000 or any integral multiple
or after May 15, 1993 from amounts on deposit in
Fs1n4M40W- M%16=.e >amros
A-3
The bonds
1 mandatory
or in part,
thereof, on
the Escrow
Fund (as defined in the resolution of issuance), at a
redemption price equal to 1003 of the principal amount thereof
plus accrued interest to the date of redemption. Any amounts
remaining on deposit in the Escrow Fund on November 15, 1995
shall be used on such date to redeem the bonds maturing
November 15, 2012 as set forth above. If less than all of the
bonds are to be redeemed, the bonds to be redeemed will be
selected by the Fiscal Agent by lot.
Mandatory Redemption from Prepayments. All bonds are
subject to redemption prior to their respective stated maturity
dates from proceeds of prepayments of Special Taxes, on any
Interest Payment Date, in whole or in part, in denominations of
$5,000 or any integral multiple thereof, at a redemption price
as set forth below (expressed as a percentage of the principal
amount of the bonds to be redeemed), together with accrued
interest thereon to the date fixed for redemption. If less
than all of the bonds are to be redeemed, the bonds to be
redeemed will be selected by the Fiscal Agent pro rata by
maturity and by lot within each maturity.
Redemption Dates Redemption Prices
On or prior to May 15, 2002 1033
November 15, 2002 or May 15, 2003 1023
November 15, 2003 or May 15, 2004 1013
November 15, 2004 and thereafter 1003
PROVISIONS FOR REGISTRATION AND EXCHANGE
Each registration and transfer of registration of this bond
shall be entered by the Fiscal Agent in books kept by it for
this purpose and authenticated by its manual signature upon the
certificate of authentication and registration endorsed hereon.
No transfer hereof shall be valid for any purpose unless made
by the registered owner, by surrender hereof and by execution
of the form of assignment endorsed hereon, and authenticated as
herein provided. Upon any such registration of transfer, a new
bond or bonds shall be authenticated and delivered in exchange
for such transferred bond, in the name of the transferee, of
any authorized denomination or denominations, and in an
aggregate principal amount equal to the principal amount of
such bond or bonds so surrendered. Bonds may be exchanged for
a like aggregate principal amount of bonds of the same
maturity, subject to the terms and conditions provided in the
Fiscal Agent's system of registration. Upon such exchange, a
new registered bond or bonds of any authorized denomination or
denominations of the same maturity will be authenticated in
exchange therefor. The Fiscal Agent shall require the bond
owner requesting transfer or exchange to pay such charges as
Fsni46W14040-=1ae630.3 10/mro2 A-4
are required to be paid with respect to such transfer or
exchange.
The Fiscal Agent shall not be required to make such exchange or
registration of transfer of bonds during the fifteen (15) days
immediately preceding any date upon which bonds are to be
selected for redemption, nor shall the Fiscal Agent be required
to exchange or register the transfer of any bond selected for
redemption.
Unless this bond is presented by an authorized representative
of The Depository Trust Company to the Community Facilities
District or the Fiscal Agent for registration or transfer,
exchange or payment, and any bond issued is registered in the
name of Cede & Co., or such other name as requested by an
authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY. TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co. has an
interest herein.
To the extent and in the manner permitted by the resolution of
issuance of the bonds, the provisions of said resolution may be
amended by the Community Facilities District with the written
consent of the owners of sixty percent (60%) in aggregate
principal amount of the bonds then outstanding and may be
amended without such consent under certain circumstances, but
in no event such that the interests of the owners of the bonds
are adversely affected.
This bond shall not become valid or obligatory for any purpose
until the certificate of authentication and registration hereon
endorsed shall have been dated and signed by the Fiscal Agent.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED by the Community
Facilities District that all acts, conditions and things
required by law to exist, happen or to be performed precedent
to and in the issuance of this bond exist, have happened and
have been performed in due time, form and manner as required by
law, and that the amount of this bond, together with all other
indebtedness of said Community Facilities District, does not
exceed any debt limit prescribed by the laws or Constitution of
the State of California.
IN WITNESS WHEREOF, the Community Facilities District has
caused this bond to be signed manually by the Mayor and City
Clerk on behalf of the City Council of the City of Santa
Clarita, acting as the legislative body of the Community
Facilities District.
Fsa146%014O oomw66w.a iamros A-5
CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This is one of the bonds
described in the resolution of
issuance of the City Council
of the City of Santa Clarita
DATED:
FIRST TRUST NATIONAL ASSOCIATION,
as Fiscal Agent
By:
AUTHORIZED SIGNATORY
COMMUNITY FACILITIES
DISTRICT NO. 92-1
Mayor
City Clerk
ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign
and transfer unto . the
within -mentioned registered bond and hereby irrevocably
constitute(s) and appoint(s)
attorney, to transfer the same on the books of the Fiscal Agent
with full power of substitution in the premises.
Date
Signature Guaranteed by:
Notice: The ass gnor's s gna-
ture to this assignment must
correspond with the name as it
appears upon the face of the
within bond in every particular,
without alteration or any change
whatever.
F51%146%M40e 4M%16o.3 1amro2 A-6
EXHIBIT "B"
FORM OF PAYMENT REQUEST
PAYMENT REQUEST NO.
The Fiscal Agent is hereby requested to pay from the
Improvement Fund established by Resolution No. CFD 92-1-40
adopted on July 14, 1992 and as amended on September 22, 1992
(the "Resolution"), to the person or corporation designated
below as Payee, the sum set forth below such designations, in
payment of a portion of the (Costs of Issuance/costs of
acquisition and construction) as provided in Section 3.02 (C)
of the Resolution.
Payee:
Amount:
Address of Payee:
Form of Payment:
Description of Cost of Issuance:
It is hereby certified:
(a) That the amount of the obligation shown above has
been properly incurred and is a proper charge against the
Community Facilities Improvement Fund and has not been the
basis of any previous requisition or disbursement; and
(b) That there has not been filed with or served upon the
Community Facilities District notice of any lien, right to lien
or attachment upon, stop notice or claim affecting the right to
receive payment of, any of the moneys payable to any of the
persons named in such requisition, which is not released or
will not be released simultaneously with the payment of such
obligation, other than materialmen's or mechanics liens
accruing by operation of law.
Dated:
Authorized Representative
F61%14M40 4W1%16M310/07192 B-1