HomeMy WebLinkAbout06.B- Successor Agency RESOLUTION (ID # 3847) DOC ID: 3847
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Budget
From: Lisa Connor M/CC Meeting Date: 05/18/2015
Prepared by: Lisa Connor, (909) 663-
1044
Dept: Successor Agency Ward(s): All
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino Acting as
the Successor Agency to the Redevelopment Agency of the City of San Bernardino
Authorizing the Issuance of Its Refunding Bonds; Approving a Form of Indenture, a
Form of Bond Purchase Agreement and a Form of Continuing Disclosure Agreement;
Making Certain Determinations Relating Thereto; and Authorizing Certain Other Action
in Connection Therewith. (#3847)
Current Business Registration Certificate: Not Applicable
Financial Impact:
A summary of the Refunding Bonds is attached as Exhibit "B". An overview of the fiscal
reasons supporting the refunding of the Notes was included within the "Fiscal Summary
Supporting the Refunding of the Notes" that was appended to Successor Agency
Resolution No. 2015-72. Interest rates are at historically low levels and it is beneficial to
all taxing entities to authorize the issuance of the Refunding Bonds conditioned upon
the requirements set forth in HSC § 34177.5 (a) (1) and (2) being met.
Motion: Adopt the Resolution.
Synopsis of Previous Council Action:
None.
Background:
Pursuant to Health and Safety Code ("HSC') § 34172 (a)(1), the Redevelopment
Agency of the City of San Bernardino was dissolved on February 1, 2012. Consistent
with the provisions of the HSC, on January 9, 2012 the Mayor and Common Council of
the City of San Bernardino elected to serve in the capacity of the Successor Agency to
the Redevelopment Agency of the City of San Bernardino ("Successor Agency"). The
Oversight Board for the Successor Agency ("Oversight Board") has been established
pursuant to HSC § 34179 to assist in the wind-down of the dissolved redevelopment
agency.
On April 6, 2015, the Successor Agency adopted Resolution No. 2015-72 and on April
13, 2015 the Oversight Board adopted Resolution No. SBOB/2015-03. Both resolutions
authorized the initiation of the process related to the issuance of bonds to refund all or a
portion of certain currently outstanding debt obligations ("Outstanding Obligations") to
provide debt service savings to the Successor Agency and to finance debt service
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spikes, including balloon maturities, to avoid the possibility of default on certain
Outstanding Obligations. The Successor Agency's resolution also approved the
Financing Team.
To the extent authorized by HSC § 34177.5(a), the Successor Agency now desires to
undertake the refunding of all or a portion of the Outstanding Obligations. In that
regard, HSC § 34177.5(a)(1) authorizes successor agencies to refund outstanding
bonds provided that the:
i) Total interest cost to maturity on the refunding bonds or other indebtedness plus
the principal amount of the refunding bonds or other indebtedness shall not exceed
the total remaining interest cost to maturity on the bonds or other indebtedness to
be refunded plus the remaining principal of the bonds or other indebtedness to be
refunded; and
ii) Principal amount of the refunding bonds or other indebtedness shall not exceed
the amount required to defease the refunded bonds or other indebtedness, to
establish customary debt service reserves, and to pay related costs of issuance.
HSC § 34177.5(a)(2) authorizes successor agencies to refund outstanding bonds or
other indebtedness to finance debt service spikes, including balloon maturities, on
existing indebtedness, provided that the:
i) Existing indebtedness is not accelerated, except to the extent necessary to
achieve substantially level debt service; and
ii) Principal amount of the bonds or other indebtedness shall not exceed the amount
required to finance the debt service spikes, including establishing customary debt
service reserves and paying related costs of issuance.
The Successor Agency has solicited a report from Urban Futures, Inc., its independent
financial advisor, entitled Bond Refunding Financing Plan (a copy of which is presented
at this meeting) and employed such advisor in developing financing proposals for
consideration by the Successor Agency and it is understood that such report, as it may
be further revised, may be made available to the California Department of Finance
("DOF"), at its request.
The Successor Agency has determined to issue its Successor Agency to the
Redevelopment Agency of the City of San Bernardino, 2015 Tax Allocation Refunding
Bonds, in one or more series and with such other name and series designation as shall
be deemed appropriate (the "Refunding Bonds"), for the purpose of:
i) Refunding all or a portion of the Outstanding Obligations;
ii) Paying the costs of issuing the Refunding Bonds;
iii) Funding a reserve account and/or providing for a reserve policy or surety for
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deposit to the reserve account for the Refunding Bonds; and
iv) If advisable, paying for the cost of municipal bond insurance and/or a surety to
fund the reserve account for the Refunding Bonds in lieu of funding all or a portion
of such reserve account with bond proceeds.
The Successor Agency's Refunding Bonds are intended to refund and defease
the
following Outstanding Obligations:
1. Loan Agreement, dated as of March 1, 1998 (the "1998 Loan Agreement"), between
the former RDA and the San Bernardino Joint Powers Financing Authority (the
"Authority"), which secures the San Bernardino Joint Powers Financing Authority
Subordinated Tax Allocation Bonds, Series 1998B, originally issued in the amount of
$8,590,000 of which $3,330,000 is currently outstanding (the "Series 1998B
Authority Bonds");
2. Seven Loan Agreements, each dated as of April 1, 2002 (the "2002 Loan
Agreements"), between the former RDA and the Authority, which secure the San
Bernardino Joint Powers Financing Authority Tax Allocation Refunding Bonds,
Series 2002, originally issued in the amount of $30,330,000 of which $17,420,000 is
currently outstanding (the "Series 2002 Authority Bonds");
3. Loan Agreement, dated as of January 1, 2002 (the "2002A Loan Agreement"),
between the former RDA and the Authority, which secures the San Bernardino Joint
Powers Financing Authority Tax Allocation Bonds, Series 2002A, originally issued in
the amount of $3,635,000 of which $2,780,000 is currently outstanding (the "Series
2002A Authority Bonds");
4. Loan Agreement, dated as of April 1, 2006 (the "2006 Loan Agreement"), between
the former RDA and the Authority, which secures the San Bernardino Joint Powers
Financing Authority Tax Allocation Bonds, Taxable Series 2006, originally issued in
the amount of $28,665,000 of which $17,305,000 is currently outstanding (the
"Series 2006 Authority Bonds");
5. Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note,
Series 2009A originally issued and currently outstanding in the amount of
$15,000,000 (the "2009A Notes");
6. Loan Agreement, dated as of September 1, 2010 (the "2010 Loan Agreement"),
between the former RDA and the Inland Valley Development Agency (the "IVDA"),
which secures the Inland Valley Development Agency Revenue Bond Series 2010,
originally issued and currently outstanding in the amount of $8,000,000 (the "Series
2010 IVDA Bonds");
7. Redevelopment Agency of the City of San Bernardino.Tax Exempt Promissory Note,
Series 2011 originally issued and currently outstanding in the amount of
$10,000,000 (the "2011 Notes;" and
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8. Reimbursement Agreement dated September 29, 1999, between the former RDA
and the City, which secures the portion of the San Bernardino Joint Powers
Financing Authority 1999 Refunding Certificates of Participation (Police Station,
South Valley Refundings and 201 Building Project) (the 1999 COPs") relating to the
South Valle Refundings and 201 Building, originally issued in the total amount of
$15,480,000 of which $8,750,000 pertained only to the South Valle and 201 Building
portion and for which the currently outstanding balance pertaining only to the South
Valle Refundings and 201 Building portion equals $4,855,000 (the "South Valle
Refundings and 201 Building Portion of the 1999 COPs").
The foregoing listing of the Outstanding Obligations includes the same "Prior Bonds and
Notes", as defined in Successor Agency Resolution No. 2015-72, with the exception of
the addition of the financial obligation described as No. 8 above and in "romanette No.
(viii)" within Exhibit "A" to the attached Resolution, and as further described as
Enforceable Obligation No. 96 on the Successor Agency's semi-annual Recognized
Obligation Payment Schedule. This additional outstanding obligation was added to the
list of Outstanding Obligations for the purpose of realizing further reductions in the
Successor Agency's financial obligations.
A financial impact summary of the eight (8) Outstanding RDA Obligations proposed to
be refinanced pursuant to the Successor Agency's Refunding Bonds is depicted in
Exhibit "B" to this staff report for which the sum of the outstanding unpaid principal to be
refinanced is projected to equal approximately $65,805,000.
The Refunding Bonds will be issued, payable from amounts on deposit in the
Redevelopment Property Tax Trust Fund of the Agency (the "RPTTF") and allocated to
the Agency's Redevelopment Obligation Retirement Fund, pursuant to an Indenture of
Trust (the "Indenture"), by and between the Successor Agency and U.S. Bank National
Association, as trustee (the "Agency Trustee"). The Successor Agency has determined
that any other available funds of the Successor Agency may be allocated to the
refunding of the Outstanding Obligations, to the extent approved by the Oversight Board
and DOF.
Following approval of the Oversight Board of the issuance of the such Refunding Bonds
by the Successor Agency and upon approval by the DOF of such approval by the
Oversight Board, the Successor Agency will, with the assistance of bond counsel,
disclosure counsel and its financial advisor, cause to be prepared a form of Official
Statement describing the Refunding Bonds and containing material information relating
to the Refunding Bonds, the preliminary form of which will be submitted to the
Successor Agency for approval for distribution by Stifel, Nicolaus & Company,
Incorporated (the "Underwriter") to persons and institutions interested in purchasing the
Refunding Bonds.
FISCAL IMPACT:
I
A financial impact summary of the eight (8) Outstanding RDA Obligations proposed to
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be refinanced pursuant to the Successor Agency's Refunding Bonds is depicted in
Exhibit "B". An overview of the fiscal reasons supporting the refunding of the Notes was
included within the "Fiscal Summary Supporting the Refunding of the Notes" that was
appended to Successor Agency Resolution No. 2015-72. Interest rates are at historically
low levels and it is beneficial to all taxing entities to authorize the issuance of the
Refunding Bonds conditioned upon the requirements set forth in HSC § 34177.5 (a) (1)
and (2) being met.
Attachments:
1. Resolution (Exhibit "A") and Refunding Bonds Summary (Exhibit "B").
2. In addition, a form of Indenture, a form of Continuing Disclosure Agreement and a
form of Bond Purchase Agreement, each to be executed in connection with the
issuance of the Refunding Bonds, and a bond refunding financing plan will be
presented during the meeting in which this matter is considered by the Successor
Agency.
City Attorney Review:
The City Attorney Has Not Reviewed and Approved the Supporting Documents
Referred to in the Resolution (The Bond Refinancing Plan and the Bond Purchase
Agreement) Because They Were Not Available at the Time of the Posting of the
Agenda.
Supporting Documents:
Reso Bond Refunding Rev 2 (DOC)
Ex B San Bernardino RDA Savings Summary (REVISED)_05112015 (1) (2) (PDF)
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1 RESOLUTION NO:
2
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
4 OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
5 AUTHORIZING THE ISSUANCE OF ITS REFUNDING BONDS;
APPROVING A FORM OF INDENTURE, A FORM OF BOND PURCHASE
6 AGREEMENT AND A FORM OF CONTINUING DISCLOSURE
AGREEMENT; MAKING CERTAIN DETERMINATIONS RELATING o
7 THERETO; AND AUTHORIZING CERTAIN OTHER ACTION IN m
8 CONNECTION THEREWITH. c
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9
10 WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the o
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11 HSC of the State of California and referred to herein as the "Law"), the Mayor and Common
12 Council of the City of San Bernardino (the "City") created the Redevelopment Agency of the City a°,
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13 of San Bernardino (the"RDA"); and N
14 WHEREAS, the RDA was a redevelopment agency, a public body, corporate and politic
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15 duly created, established and authorized to transact business and exercise its powers, all under and M
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16 pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its a',
17 corporate purposes; and c
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18 WHEREAS, in accordance with the Law, the City established the following redevelopment
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19 projects of the RDA: (1) the Central City North Project Area, approved by Ordinance enacted by the
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20 Mayor and Common Council of the City on August 6, 1973 (the "Central City North Project Area")- o
21 (ii) the Central City West Project Area, a pp roved by Ordinance enacted by the Mayor and Common Ix
22 Council of the City on February 17, 1976 (the Central City West Project Area"); (iii) the Central
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23 City Merged Redevelopment Project Area, a merger of three previously formed project areas, cc
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24 approved by the Mayor and Common Council of the City in 1983 (the "Central City Merged
25 Redevelopment Project Area"); (iv) the 401h Street Project Area, approved by Ordinance enacted by
26 the Mayor and Common Council of the City July 20, 2000 (the "40th Street Project Area"); (v) the
27 Mount Vernon Project Area, approved by Ordinance enacted by the Mayor and Common Council of
28 the City June 25, 1990 (the "Mount Vernon Project Area"); (vi) the State College Project Area No.
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1 4, approved by Ordinance enacted by the Mayor and Common Council of the City April 27, 1970
2 (the "State Street Project Area"); (vii) the Southeast Industrial Park Project Area, approved by
3 Ordinance enacted by the Mayor and Common Council of the City June 21, 1976 (the "Southeast
4 Industrial Park Project Area") ; (viii) the Northwest Project Area, approved by Ordinance enacted
5 by the Mayor and Common Council of the City July 6, 1982 (the `Northwest Project Area"), (ix) the
6 South Valle Project Area, approved by Ordinance enacted by the Mayor and Common Council of
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7 the City July 9, 1984 (the "South Valle Project Area"); (x) the Uptown Project Area, approved by m0
8 Ordinance enacted by the Mayor and Common Council of the City June 16, 1986 (the "Uptown E
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9 Project Area"); and (xi) the Tri City Project Area, approved by Ordinance enacted by the Mayor and
10 Common Council of the City June 20, 1983 (the "Tri City Project Area"); in each case together with o
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11 any amendments duly authorized pursuant to the Law; and w
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12 WHEREAS, these eleven project areas are collectively referred to as the "Project Areas"; CD
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13 and
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14 WHEREAS, each of the redevelopment plans for each of the Project Areas contemplated ti
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15 that the RDA would issue its bonds or other obligations to finance and/or refinance a portion of the
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16 cost of such redevelopment; and
17 WHEREAS, California Assembly Bill No. 26 (First Extraordinary Session) ("ABX1 26") E
18 adopted on June 28, 2011, dissolved all redevelopment agencies and community development
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19 agencies in existence in the State of California, as of February 1, 2012, and designated "successor
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20 agencies" and "oversight boards" to satisfy "enforceable obligations" of the former redevelopment 0
21 agencies and administer dissolution and wind-down of the former redevelopment agencies; and
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22 WHEREAS, the City agreed to serve as the successor agency (referred to herein as the E
23 "Agency") to the RDA commencing upon the dissolution of the RDA on February 1, 2012 pursuant V
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24 to ABX 126; and
25 WHEREAS, the Oversight Board for the Agency (the "Oversight Board") has been
26 established pursuant to California Health and Safety Code (the "HSC") § 34179 to assist in the
27 wind-down of the dissolved redevelopment agency; and
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1 WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-13 State of California budget
2 bill, the Governor signed into law Assembly Bill 1484 ("AB 1484"), which modified or added to
3 some of the provisions of ABX1 26, including provisions related to the refunding of outstanding
4 redevelopment agency bonds and the expenditure of remaining bond proceeds derived from
5 redevelopment agency bonds issued on or before December 31, 2010; and
6 WHEREAS, the RDA has previously executed and delivered the outstanding loan ZI
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7 agreements, bonds and notes identified in Exhibit A attached hereto (the "Outstanding RDA m°
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8 Obligations"); and c
9 WHEREAS, the listing of the Outstanding RDA Obligations includes the same "Prior
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10 Bonds and Notes", as defined in Successor Agency Resolution No. No. 2015-72, with the exception o
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11 of the addition of the financial obligation described in "romanette No. (viii)" within Exhibit "A" to w
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12 this Resolution, with respect to that certain Reimbursement Agreement dated September 29, 1999,
13 between the RDA and the City, which provides for the reimbursement to the City of the portion of N
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14 the actual debt service payments attributable to the San Bernardino Joint Powers Financing ti
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15 Authority 1999 Refunding Certificates of Participation relating "only" to the South Valle
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16 Refundings and 201 Building (as further described as Enforceable Obligation No. 96 on the 0
17 Successor Agency's semi-annual Recognized Obligation Payment Schedule), and c
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18 WHEREAS, the additional outstanding obligation described in the immediately foregoing
19 recital was added to the list of Outstanding Obligations for the purpose of realizing further
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20 reductions in the Successor Agency's financial obligations-, and 0
21 WHEREAS, HSC § 34177.5(a)(1) authorizes successor agencies to refund outstanding
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22 bonds provided that (i) the total interest cost to maturity on the refunding bonds or other r
23 indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not Q
24 exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be
25 refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii)the
26 principal amount of the refunding bonds or other indebtedness shall not exceed the amount required
27 to defease the refunded bonds or other indebtedness, to establish customary debt service reserves,
28 and to pay related costs of issuance; and
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I WHEREAS, HSC § 34177.5(a)(2) authorizes successor agencies to refund outstanding
2 bonds or other indebtedness to finance debt service spikes, including balloon maturities, on existing
3 indebtedness, provided that: (i) the existing indebtedness is not accelerated, except to the extent
4 necessary to achieve substantially level debt service; and (ii) the principal amount of the bonds or
5 other indebtedness shall not exceed the amount required to finance the debt service spikes, including
6 establishing customary debt service reserves and paying related costs of issuance; and y
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7 WHEREAS, the Agency, pursuant to Resolution No. 2015-72, adopted by the Agency on m°
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8 April 6, 2015, has previously determined to proceed with the issuance of bonds to refund all or a E
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9 portion of the Outstanding RDA Obligations to provide debt service savings to the Agency and to
10 finance debt service spikes, including balloon maturities, to avoid the possibility of default on o
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11 certain Outstanding RDA Obligations; and w
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12 WHEREAS, the Oversight Board, pursuant to Resolution No. SBOB/2015-03, adopted by
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13 the Oversight Board on April 13, 2015, has previously directed the Agency to commence the N
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14 process for the issuance of bonds to refund all or a portion of the Outstanding RDA Obligations to
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15 provide debt service savings to the Agency and to finance debt service spikes, including balloon
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16 maturities,to avoid the possibility of default on certain Outstanding RDA Obligations; and
17 WHEREAS, to the extent authorized by HSC § 34177.5(a), the Agency now desires to c
18 undertake the refunding of all or a portion of the Outstanding RDA Obligations; and
19 WHEREAS, the Agency has solicited a report of an independent financial advisor entitled
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20 Bond Refunding Financing Plan (a copy of which is presented at this meeting) and employed such o
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21 advisor in developing financing proposals for consideration by the Agency and it is understood that
22 such report, as it may be further revised, may be made available to the Department of Finance at its E
23 request; and
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24 WHEREAS, the Agency has determined to issue its Successor Agency to the
25 Redevelopment Agency of the City of San Bernardino, Tax Allocation Refunding Bonds, in one or
26 more series and with such other name and series designation as shall be deemed appropriate (the
27 "Refunding Bonds"), for the purpose of (i) refunding all or a portion of the Outstanding RDA
28 Obligations, (ii) paying the costs of issuing the Refunding Bonds, (iii) funding a reserve account
4 Packet Pg. 1456
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1 and/or providing for a reserve policy or surety for deposit to the reserve account for the Refunding
2 Bonds and (iv) if advisable, paying for the cost of municipal bond insurance and/or a surety to fund
3 the reserve account for the Refunding Bonds in lieu of funding all or a portion of such reserve
4 account with bond proceeds; and
5 WHEREAS, the Refunding Bonds will be issued, payable from amounts on deposit in the
6 Redevelopment Property Tax Trust Fund of the Agency (the "RPTTF") and allocated to the
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7 Agency's Redevelopment Obligation Retirement Fund, pursuant to an Indenture of Trust (the m
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8 "Indenture"), by and between the Agency and U.S. Bank National Association, as trustee (the E
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9 "Agency Trustee"); and
c10 WHEREAS, the Agency has determined that any other available funds of the Agency may
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11 be allocated to the refunding of the Outstanding RDA Obligations, to the extent approved by the r
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12 Oversight Board and the Department of Finance; and
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13 WHEREAS, following approval of the Oversight Board of the issuance of the Refunding N
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14 Bonds by the Agency and upon approval by the Department of Finance of such approval by the
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15 Oversight Board, the Agency will, with the assistance of bond counsel, disclosure counsel and its M
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16 financial advisor, cause to be prepared a form of Official Statement describing the Refunding Bonds
17 and containing material information relating to the Refunding Bonds, the preliminary form of which
18 will be submitted to the Agency for approval for distribution by Stifel, Nicolaus & Company,
19 Incorporated (the "Underwriter") to persons and institutions interested in purchasing the Refunding c
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20 Bonds; and y
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21 WHEREAS, there has been presented at this meeting a form of Indenture, a form of
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22 Continuing Disclosure Agreement and a form of Bond Purchase Agreement, each to be executed in E
23 connection with the issuance of the Refunding Bonds; and Q
24 WHEREAS, all of the prerequisites with respect to the approval of this Resolution have
25 been met.
26 NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the
27 Redevelopment Agency of the City of San Bernardino, as follows:
28
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1 Section 1. Approval of Issuance of Refunding Bonds. The issuance of the Refunding
2 Bonds, in order to refinance redevelopment activity of the Project Areas, which is permitted by HSC
3 § 34177.5, is hereby authorized and approved. The Refunding Bonds are authorized to be executed
4 by the manual or facsimile signature of the Mayor of the City, acting for the Agency in the capacity
5 of Agency Chairperson, and attested by the manual or facsimile signature of the City Clerk, acting
6 for the Agency in the capacity of Agency Secretary. The Refunding Bonds, when so executed, are
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7 authorized to be delivered to the Agency Trustee for authentication. °m
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8 Section 2. Approval of Indenture. The form of Indenture, between the Agency and the S
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9 Agency Trustee (the "Indenture"), presented at this meeting is hereby approved and the Successor
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10 Agency Chairperson, the Agency Executive Director, and the N
11 �e t�., (ea�c an Authorized Officer,' acting for the Agency) are each acting r
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12 alone authorized and directed, for and in the name of and on behalf of the Agency, to execute, 4)
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13 acknowledge and deliver the Indenture in substantially the form presented at this meeting with such N
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14 changes therein as the Authorized Officer executing the same may approve, such approval to be ti
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15 conclusively evidenced by the execution and delivery thereof The date, maturity date or dates, `='
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16 interest rate or rates, interest payment dates, terms of redemption and other terms of the Refunding
17 Bonds shall be as provided in the Indenture as finally executed.
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18 Section 3. Approval of Continuing Disclosure Agreement. The form of Continuing
19 Disclosure Agreement, between the Agency and the Agency Trustee (the "Continuing Disclosure o
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20 Agreement"), presented at this meeting is hereby approved and any Authorized Officer, acting o
21 alone, is authorized and directed, for and in the name of and on behalf of the Agency, to execute,
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22 acknowledge and deliver one or more forms of the Continuing Disclosure Agreement in E
23 substantially the form presented at this meeting with such changes therein as the officer executing a
24 the same may approve, such approval to be conclusively evidenced by the execution and delivery
25 thereof.
26 Section 4. Approval of Bond Purchase Agreement. The form of Bond Purchase
27 Agreement, between the Agency and the Underwriter (the "Bond Purchase Agreement"), presented
28 at this meeting is hereby approved and any Authorized Officer acting alone is authorized and
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1 directed, for and in the name of and on behalf of the Agency, to execute, acknowledge and deliver
2 one or more forms of the Bond Purchase Agreement in substantially the form presented at this
3 meeting with such changes therein as the officer executing the same may approve, such approval to
4 be conclusively evidenced by the execution and delivery thereof-, provided, however, that the true
5 interest cost of the Refunding Bonds shall not exceed 5.0%, the Underwriter's discount (exclusive
6 of original issue discount) shall not exceed 1.25%, the maturity of the Refunding Bonds date shall
7 not exceed the maximum permitted under the Law, and, (A) as required by HSC § 34177.5(a)(1), (1) m
8 the total interest cost to maturity on the Refunding Bonds plus the principal amount of the E
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9 Refunding Bonds shall not exceed the total remaining interest cost to maturity on the bonds to be
10 refunded plus the remaining principal of the bonds to be refunded, and (ii) the principal amount of o
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11 the Refunding Bonds shall not exceed the amount required to defease and refund the refunded r
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12 bonds, to establish customary debt service reserves, and to pay related costs of issuance or (B) as
13 required by HSC § 34177.5(a)(2) to refund outstanding bonds or other indebtedness to finance debt y
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14 service spikes, including balloon maturities, on existing indebtedness, (i) the existing indebtedness
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15 is not accelerated, except to the extent necessary to achieve substantially level debt service; and (ii) CO
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16 the principal amount of the bonds or other indebtedness shall not exceed the amount required to 0
17 finance the debt service spikes, including establishing customary debt service reserves and paying c
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18 related costs of issuance.
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19 Section 5. Bond Insurance and Surety Bond. If an Authorized Officer determines that
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20 it will be advantageous to the Agency to purchase municipal bond insurance or a debt service 0
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21 reserve fund surety bond with respect to some or all of the Refunding Bonds, such officer is hereby
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22 authorized to: (a) purchase such insurance or surety bond on behalf of the Agency at market rates-, L
23 and (b) make such changes to the agreements and documents relating to the Refunding Bonds as Q
24 may be needed to obtain such insurance or surety bond. In connection with any such surety bond,
25 each Authorized Officer is hereby severally authorized and directed to execute and deliver an
26 agreement on behalf of the Agency, in such form as approved by such Authorized Officer, with the
27 provider of such surety bond pursuant to which the Agency would agree to reimburse such provider
28 for any draws under such surety bond and to pay such provider any other fees and expenses related
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I thereto as such Authorized Officer shall approve, such approval (and the approval by the Authorized
2 Officer of the form of such agreement) to be conclusively evidenced by the execution and delivery
3 of such agreement.
4 Section 6. Recovery of Costs. The Agency is hereby authorized to recover its costs of
5 issuance with respect to the Refunding Bonds including the cost of reimbursing the City for staff
6 time and costs spent with respect to the Refunding Bonds.
7 Section 7. Other Acts. The officers and staff of the Agency are hereby authorized and m°
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8 directed, jointly and severally, to do any and all things, to execute and deliver any and all S
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9 documents, including one or more refunding escrow agreements, which in consultation with Orrick,
10 Herrington & Sutcliffe LLP, the Agency's bond counsel, they may deem necessary or advisable in c
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11 order to consummate the issuance, sale and delivery of the Refunding Bonds, or otherwise effectuate 4)
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12 the purposes of this Resolution, and any and all such actions previously taken by such officers or
13 staff members are hereby ratified and confirmed. y
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14 Section 8. Effective Date. This Resolution shall take effect upon: i) its adoption and
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15 execution in the manner as required by the City Charter; and ii) the approval of the subject matter M
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16 contained herein by the Oversight Board and California Department of Finance consistent with HSC 0
17 § 34179 (h). _
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8 1 PacketPg'. 1460
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
2 AGENCY OF THE CITY OF SAN BERNARDINO AUTHORIZING THE ISSUANCE OF ITS
REFUNDING BONDS; APPROVING A FORM OF INDENTURE, A FORM OF BOND
3 PURCHASE AGREEMENT AND A FORM OF CONTINUING DISCLOSURE AGREEMENT;
MAKING CERTAIN DETERMINATIONS RELATING THERETO; AND AUTHORIZING
4 CERTAIN OTHER ACTION IN CONNECTION THEREWITH(#3847)
5
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Successor Agency
to the Redevelopment Agency of the City of San Bernardino, at a meeting thereof, held on the 18th o
7 m
day of May, 2015, by the following vote,to wit:
8
9 Council Members Ayes Nays Abstain Absent
10 MARQUEZ o
cm
BARRIOS
11
VALDIVIA o
12
SHORETT
13 y
NICKEL !�
14 JOHNSON
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15
MULVIHILL N
16
17 S
Georgeann Hanna, City Clerk
18
19 The foregoing Resolution is hereby approved this 181h day of May 2015.
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21 R. Carey Davis, Chairman °C
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Successor Agency to the
22 Redevelopment Agency of the E
City of San Bernardino
23 Approved as to Form: Q
24 Gary D. Saenz, City Attorney
25
By:
26
27
28
9 Packet PgJ 1461 '
IL 1 EXHIBIT A
2 PRIOR RDA OBLIGATIONS TO REFUND AND DEFEASE
3 Agency has determined to refund and defease the following outstanding RDA Obligations:
4 (i) Loan Agreement, dated as of March 1, 1998 (the "1998 Loan Agreement"), between the
5 former RDA and the San Bernardino Joint Powers Financing Authority (the "Authority"), which
6 secures the San Bernardino Joint Powers Financing Authority Subordinated Tax Allocation Bonds,
c
7 Series 1998B, originally issued in the amount of $8,590,000 of which $3,330,000 is currently m°
a>
8 outstanding(the "Series 1998B Authority Bonds"),-
9 (ii) Seven Loan Agreements, each dated as of April 1, 2002 (the "2002 Loan Agreements"),
LO
10 between the former RDA and the Authority, which secure the San Bernardino Joint Powers o
N
11 Financing Authority Tax Allocation Refunding Bonds, Series 2002, originally issued in the amount w
0
12 of$30,330,000 of which $17,420,000 is currently outstanding(the "Series 2002 Authority Bonds")-
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13 (iii) Loan Agreement, dated as of January 1, 2002 (the "2002A Loan Agreement"), between N
N
14 the former RDA and the Authority, which secures the San Bernardino Joint Powers Financing
00
15 Authority Tax Allocation Bonds, Series 2002A, originally issued in the amount of $3,635,000 of
N
16 which$[2,780,000] is currently outstanding(the "Series 2002A Authority Bonds");
17 (iv) Loan Agreement, dated as of April 1, 2006 (the "2006 Loan Agreement"), between the c
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18 former RDA and the Authority,which secures the San Bernardino Joint Powers Financing Authority
19 Tax Allocation Bonds, Taxable Series 2006, originally issued in the amount of $28,665,000 of o
20 which$17,305,000 is currently outstanding(the Series 2006 Authority Bonds"),- o
"
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21 (v) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note,
22 Series 2009A originally issued and currently outstanding in the amount of$15,000,000 (the "2009A E
23 Notes"); Q
24 (vi) Loan Agreement, dated as of September 1, 2010 (the "2010 Loan Agreement"), between
25 the former RDA and the Inland Valley Development Agency (the "IVDA"), which secures the
26 Inland Valley Development Agency Revenue Bond Series 2010, originally issued and currently
27 outstanding in the amount of$8,000,000 (the "Series 2010 IVDA Bonds");
28
10 Packet Pg 1462
.6 Ba .;t
1 (vii) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note,
2 Series 2011 originally issued and currently outstanding in the amount of $10,000,000 (the "2011
3 Notes;"and
4 (viii) Reimbursement Agreement dated September 29, 1999, between the former RDA and the City,
5 which secures the portion of the San Bernardino Joint Powers Financing Authority 1999 Refunding
6 Certificates of Participation(Police Station, South Valley Refundings and 201 Building Project) (the ZI
_
7 "1999 COPs") relating to the South Valle Refundings and 201 Building, originally issued in the m°
8 total amount of $15,480,000 of which $8,750,000 pertained only to the South Valle and 201 S
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9 Building portion and for which the currently outstanding balance pertaining only to the South Valle
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10 Refundings and 201 Building portion equals $4,855,000 (the "South Valle Refundings and 201 0
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11 Building Portion of the 1999 COPS"). w
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Packet Pg. 1464
INDENTURE OF TRUST
by and between
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of [DATED DATE]
relating to
Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Allocation Refunding Bonds
including
Series 2015A (Tax-Exempt) Series 2015B (Federally Taxable)
OHSUSA:762076270.1
5.5
c M
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; EQUAL SECURITY ............................................................ 9
Section1.01 Definitions............................................................................................ 9
Section1.02 Equal Security....................................................................................21
ARTICLE II THE BONDS; CERTAIN PROVISIONS OF THE BONDS........................22
Section 2.01 General Authorization; Bonds ...........................................................22
Section 2.02 Terms of Series 2015 Bonds.............................................................. 22
Section 2.03 Form of Series 2015 Bonds................................................................ 23
Section 2.04 Redemption of Series 2015 Bonds.....................................................23
Section 2.05 Notice of Redemption........................................................................ 25
Section 2.06 Selection of Bonds for Redemption................................................... 26
Section 2.07 Payment of Redeemed Bonds............................................................26
Section 2.08 Purchase in Lieu of Redemption........................................................26
Section 2.09 Execution of Bonds............................................................................27
Section 2.10 Transfer of Bonds ..............................................................................27
Section 2.11 Exchange of Bonds............................................................................27
Section 2.12 Use of Depository.............................................................................. 28
Section 2.13 Bond Registration Books................................................................... 29
Section 2.14 Mutilated, Destroyed, Stolen or Lost Bonds...................................... 29
Section 2.15 Validity of Bonds............................................................................... 30
ARTICLE III APPLICATION OF PROCEEDS OF BONDS............................................. 30
Section 3.01 Application of Proceeds of Sale of Series 2015 Bonds --
Allocation Among Funds and Accounts............................................ 30
ARTICLE IV ISSUANCE OF ADDITIONAL BONDS ..................................................... 31
Section 4.01 Conditions for the Issuance of Additional Bonds.............................. 31
Section 4.02 Procedure for the Issuance of Additional Bonds ............................... 33
ARTICLE V TAX REVENUES; CREATION OF FUNDS............................................... 33
Section 5.01 Pledge of Tax Revenues; Tax Increment Fund.................................. 33
Section 5.02 Receipt and Deposit of Tax Revenues............................................... 36
Section 5.03 Establishment and Maintenance of Accounts for Use of
Moneys in the Tax Increment Fund................................................... 36
Section 5.04 Investment of Moneys in Funds and Accounts.................................. 39
Section 5.05 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Reserve Policy
Payment and Reimbursement Provisions...........................................40
Section 5.06 Cost of Issuance Fund........................................................................43
ARTICLE VI COVENANTS OF THE AGENCY...............................................................43
Section 6.01 Punctual Payment...............................................................................43
Section 6.02 Against Encumbrances.......................................................................43
OHSUSA:762076270.1 i
5-5
TABLE OF CONTENTS
(continued)
Page
Section 6.03 Extension or Funding of Claims for Interest......................................43
Section 6.04 Payment of Claims.............................................................................43
Section 6.05 Books and Accounts; Financial Statements.......................................44
Section 6.06 Protection of Security and Rights of Owners ....................................44
Section 6.07 Payment of Taxes and Other Charges................................................44
Section 6.08 Amendment of Redevelopment Plan.................................................44
Section 6.09 Tax Revenues.....................................................................................45
Section 6.10 Further Assurances............................................................................. 46
Section 6.11 Tax Covenants; Rebate Fund.............................................................46
Section 6.12 Compliance with the Dissolution Act................................................47
Section 6.13 Negative Pledge.................................................................................48
fSection 6.14 Adverse Change in State Law............................................................48
Section 6.15 Credits to Redevelopment Obligation Retirement Fund....................48
Section 6.16 Compliance Costs ..............................................................................48
Section 6.17 Continuing Disclosure .......................................................................48
ARTICLE VII THE TRUSTEE.............................................................................................49
Section 7.01 Appointment and Acceptance of Duties............................................49
Section 7.02 Duties, Immunities and Liability of Trustee......................................49
Section 7.03 Merger or Consolidation.................................................................... 51
Section 7.04 Compensation 52
Section 7.05 Liability of Trustee ............................................................................ 52
Section 7.06 Right to Rely on Documents.............................................................. 53
Section 7.07 Preservation and Inspection of Documents........................................ 53
Section 7.08 Indemnity for Trustee ........................................................................ 53
ARTICLE VIII EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF
OWNERSHIP OF THE BONDS................................................................... 54
Section 8.01 Execution of Instruments; Proof of Ownership................................. 54
ARTICLE IX AMENDMENT OF THE INDENTURE....................................................... 54
Section 9.01 Amendment by Consent of Owners................................................... 54
Section 9.02 Disqualified Bonds............................................................................. 55
Section 9.03 Endorsement or Replacement of Bonds After Amendment .............. 55
Section 9.04 Amendment by Mutual Consent........................................................ 56
Section 9.05 Opinion of Counsel............................................................................ 56
Section 9.06 Notice to Rating Agencies................................................................. 56
Section 9.07 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE: Transcript of
Proceedings to Bond Insurer.............................................................. 56
ARTICLE X EVENTS OF DEFAULT AND REMEDIES OF OWNERS........................ 56
Section 10.01 Events of Default and Acceleration of Maturities ............................. 56
Section 10.02 Application of Funds Upon Acceleration.......................................... 57
OHSUSA:762076270.1 ii
5-5
TABLE OF CONTENTS
(continued)
Page
Section 10.03 Trustee to Represent Bondowners..................................................... 58
Section 10.04 Bondowners' Direction of Proceedings............................................. 58
Section 10.05 Limitation on Bondowners' Right to Sue.......................................... 59
Section10.06 Non-Waiver........................................................................................ 59
Section 10.07 Remedies Not Exclusive.................................................................... 59
ARTICLEXI DEFEASANCE.............................................................................................. 60
Section 11.01 Discharge of Indebtedness................................................................. 60
Section 11.02 Bonds Deemed to Have Been Paid.................................................... 60
ARTICLE XII MISCELLANEOUS ...................................................................................... 62
Section 12.01 Liability of Agency Limited to Tax Revenues .................................. 62
Section 12.02 Parties Interested Herein.................................................................... 62
Section 12.03 Unclaimed Moneys............................................................................ 62
Section 12.04 63
Section 12.05 Moneys Held for Particular Bonds .................................................... 63
Section 12.06 Successor Is Deemed Included in All References to
Predecessor........................................................................................ 63
Section 12.07 Execution of Documents by Owners ................................................. 63
Section 12.08 Waiver of Personal Liability.............................................................. 63
Section 12.09 Acquisition of Bonds by Agency....................................................... 63
Section 12.10 Destruction of Cancelled Bonds........................................................ 64
Section 12.11 Content of Certificates and Reports................................................... 64
Section 12.12 Funds and Accounts........................................................................... 64
Section 12.13 Article and Section Headings and References................................... 64
Section 12.14 Partial Invalidity................................................................................. 65
Section12.15 Notices ............................................................................................... 65
Section 12.16 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Bond Insurance
Payment and Reimbursement Provisions........................................... 65
Section 12.17 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Bond Insurer
Notice Provisions............................................................................... 69
Section 12.18 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE: Bond Insurer as
Third Party Beneficiary...................................................................... 70
Section 12.19 California Law................................................................................... 70
APPENDIX A FORM OF BOND................................................................................................. 1
APPENDIX B SCHEDULE OF SEMI-ANNUAL AND ANNUAL INTEREST AND
PRINCIPAL PAYMENTS OF THE SERIES 2015 BONDS.......................... 1
OHSUSA:762076270.1 iii
5-5
i
THIS INDENTURE OF TRUST, dated as of [DATED DATE] (the "Indenture"), by
and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic, duly
organized and existing pursuant to the Community Redevelopment Law of the State of
California and U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States and authorized to accept and execute
trusts of the character herein set out with a corporate trust office located in Los Angeles,
California, as trustee (the "Trustee"),
I
WITNESSETH:
WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of
the California Health and Safety Code and referred to herein as the "Law"), the City Council of
the City of San Bernardino (the "City") created the Redevelopment Agency of the City of San
Bernardino (the "Former RDA"); and
I
WHEREAS, the Former RDA was a redevelopment agency, a public body, corporate
and politic duly created, established and authorized to transact business and exercise its powers,
all under and pursuant to the Law, and the powers of such agency included the power to issue
bonds for any of its corporate purposes; and
WHEREAS, pursuant to California Health and Safety Code Section 34173(d), the
Successor Agency to the Redevelopment Agency of the City of San Bernardino is the successor
agency established following the dissolution of the Former RDA on February 1, 2012 pursuant to
Assembly Bill X126 ("AB 26"); and
WHEREAS, Assembly Bill No. 1484 ("AB 1484"), a follow on bill to AB XI 26, was
enacted on June 27, 2012 and provides a mechanism to refund outstanding bonds or other
indebtedness under certain circumstances; and
WHEREAS, California Health and Safety Code Section 34177.5(a) authorizes successor
agencies to refund outstanding bonds or other indebtedness provided that (i) the total interest cost
to maturity on the refunding bonds or other indebtedness plus the principal amount of the
refunding bonds or other indebtedness shall not exceed the total remaining interest cost to
maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the
bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds
or other indebtedness shall not exceed the amount required to defease the refunded bonds or
other indebtedness, to establish customary debt service reserves, and to pay related costs of
issuance; and
WHEREAS, California Health and Safety Code Section 34177.5(a)(2) authorizes
successor agencies to refund outstanding bonds or other indebtedness to finance debt service
spikes, including balloon maturities, on existing indebtedness, provided that (i) the existing
indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt
service; and (ii) the principal amount of the bonds or other indebtedness shall not exceed the
amount required to finance the debt service spikes, including establishing customary debt service
reserves and paying related costs of issuance; and
OHSUSA:762076270.1
5-5
Qwel WHEREAS, the Agency has determined to refund and defease its outstanding (i) Loan
Agreement, dated as of March 1, 1998 (the "1998 Loan Agreement"), between the Agency and
the San Bernardino Joint Powers Financing Authority (the "Authority"), which secures the San
Bernardino Joint Powers Financing Authority Subordinated Tax Allocation Bonds, Series
1998B, originally issued in the amount of $8,590,000 of which $[3,330,000] is currently
outstanding (the "Series 1998B Authority Bonds"), (ii) Seven Loan Agreements, each dated as of
April 1, 2002 (the "2002 Loan Agreements"), between the Agency and the Authority, which
secures the San Bernardino Joint Powers Financing Authority Tax Allocation Refunding Bonds,
Series 2002, originally issued in the amount of$30,330,000 of which $[17,420,000] is currently
outstanding(the"Series 2002 Authority Bonds"), (iii) Loan Agreement, dated as of January 1, 2002
(the "2002A Loan Agreement"), between the Agency and the Authority, which secures the San
Bernardino Joint Powers Financing Authority Tax Allocation Bonds, Series 2002A, originally
issued in the amount of $3,635,000 of which $[2,780,000] is currently outstanding (the "Series
2002A Authority Bonds"), (iv) Loan Agreement, dated as of April 1, 2006 (the "2006 Loan
Agreement"), between the Agency and the Authority, which secures the San Bernardino Joint
Powers Financing Authority Tax Allocation Bonds, Taxable Series 2006, originally issued in the
amount of$28,665,000 of which $[17,305,000] is currently outstanding (the "Series 2006 Authority
IBonds"), (v) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory
Note, Series 2009A originally issued and currently outstanding in the amount of$15,000,000 (the
"2009A Notes"), (vi) Loan Agreement, dated as of September 1, 2010 (the "2010 Loan
Agreement"), between the Agency and the Inland Valley Development Agency (the "IVDA"),
which secures the Inland Valley Development Agency Revenue Bond Series 2010, originally
issued and currently outstanding in the amount of$8,000,000 (the "Series 2010 IVDA Bonds") and
(vii) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note, Series
2011 originally issued and currently outstanding in the amount of $10,000,000 (the "2011
Notes"); and
WHEREAS, the 1998 Loan Agreement additionally secures the San Bernardino Joint
Powers Financing Authority Tax Allocation Refunding Bonds, Series 1998A,originally issued in
the amount of $19,000,000 of which $[X,000,000] is currently outstanding (the "Series 1998A
Senior Authority Bonds"), and only that portion of the 1998 Loan Agreement related to and
securing Series 1998B Bonds is intended to be refunded and defeased by the Agency; and
WHEREAS, that portion of the 1998 Loan Agreement related to and securing Series
1998A Authority Bonds is referred to herein as the "1998A Senior Loan Agreement," which
1998A Senior Loan Agreement is secured by tax increment revenues generated by the Central
City Merged Redevelopment Project Area; and
WHEREAS, the term "Refunded Obligations" shall mean the 1998 Loan Agreement
(relating to and securing the Series 1998B Bonds), the 2002 Loan Agreements, the 2002A Loan
Agreement, the 2006 Loan Agreement, the 2009A Notes, the Series 2010 Bonds and the 2011
Notes; and
WHEREAS, the Agency has heretofore executed and delivered its (i) Seven Loan
Agreements, each dated as of September 1, 2005 (the "2005 Senior Loan Agreements"), between
the Agency and the Authority, which secure (A) the San Bernardino Joint Powers Financing
Authority Tax Allocation Revenue Refunding Bonds, Series 2005A, originally issued in the
OHSUSA:762076270.1 2
5-5
amount of $55,800,000 of which $[Y,000,000] is currently outstanding (the "Series 2005A
Authority Bonds"), and (B) the San Bernardino Joint Powers Financing Authority Tax
Allocation Revenue Refunding Bonds, Series 2005B, originally issued in the amount of
$21,105,000 of which $[Z,000,000] is currently outstanding (the "Series 2005B Authority
Bonds"), which 2005 Senior Loan Agreements are each secured by tax increment revenues
generated by one of the Seven Project Areas,hereinafter defined; and
WHEREAS, the Agency has heretofore executed and delivered its Loan Agreement,
dated as of December 1, 2010 (the "2010 Senior Loan Agreement"), between the Agency and the
Authority, which secures the San Bernardino Joint Powers Financing Authority Tax Allocation
Bonds, Series 2010A, originally issued in the amount of $7,065,000 of which $[A,000,000] is
currently outstanding (the "Series 2010A Authority Bonds"), which 2010 Senior Loan
Agreement is secured by tax increment revenues generated by the Northwest Project Area,
defined herein; and
WHEREAS, the Agency has heretofore executed and delivered its Loan Agreement,
dated as of January 1, 2011 (the "2011 Senior Loan Agreement"), between the Agency and the
Authority, which secures the San Bernardino Joint Powers Financing Authority Tax Allocation
Bonds, Series 2010B, originally issued in the amount of $3,220,000 of which $[B4O00,000] is
currently outstanding (the "Series 2010B Authority Bonds"), which 2010 Senior Loan
Agreement is secured by tax increment revenues generated by the Northwest Project Area,
defined herein; and
WHEREAS, the 1998A Senior Loan Agreement, 2005 Senior Loan Agreements, 2010
Senior Loan Agreement and the 2011 Senior Loan Agreement are referred to herein as the
"Senior Obligations"; and
WHEREAS, the Agency has determined to issue its Successor Agency to the
Redevelopment Agency of the City of San Bernardino Tax Allocation Refunding Bonds, Series
2015A (the "Series 2015A Bonds") [and Tax Allocation Refunding Bonds, Series 2015B
(Federally Taxable) (the "Series 2015B Bonds" and, together with the Series 2015A Bonds,] the
"Series 2015 Bonds"), in order to refund the Refunded Obligations, [funding a reserve account
and/or providing for a reserve policy or surety for deposit to the reserve account for the Series
2015 Bonds] and pay the costs of issuance of the Series 2015 Bonds; and
WHEREAS, the Bonds will be secured by a pledge of, and lien on, and shall be repaid
from Tax Revenues (as defined herein) and certain moneys deposited from time to time in the
Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section
34172 of the California Health and Safety Code; and
WHEREAS, the Bonds will be issued and payable on a basis subordinate to that portion
of the pledge of [Tax Revenues (as defined in each respective Senior Obligation)] hereafter
securing the payment of principal of and interest on the Senior Obligations; and
WHEREAS, the Bonds will be issued and payable from amounts on deposit in the
Redevelopment Property Tax Trust Fund; and
OHSUSA:762076270.1 3
5-5
WHEREAS, all conditions, things and acts required by law to exist, happen and be
performed precedent to and in connection with the issuance of the Bonds exist, have happened
and have been performed in regular and due time, form and manner as required by law, and the
Agency is now duly empowered to issue the Bonds;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure
the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued
and outstanding under the Indenture, according to their tenor, and to secure the performance and
observance of all the covenants and conditions therein and herein set forth, and to declare the
terms and conditions upon and subject to which the Bonds are to be issued and received, and in
consideration of the premises and of the mutual covenants herein contained and of the purchase
and acceptance of the Bonds by the owners thereof, and for other valuable considerations, the
receipt of which is hereby acknowledged, the Agency does hereby covenant and agree with the
Trustee, for the benefit of the respective owners from time to time of the Bonds, as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in
this section shall for all purposes of the Indenture and of the Bonds and of any certificate,
opinion, report, request or other document herein or therein mentioned have the meanings herein
specified.
"Additional Bonds" shall mean all tax allocation bonds of the Agency authorized and
executed pursuant to the Indenture and issued and delivered in accordance with Article IV.
"Agency" shall mean the Successor Agency to the Redevelopment Agency of the City of
San Bernardino, as successor to the Former RDA in accordance with the Dissolution Act.
Annual Debt Service" shall mean, for each Bond Year, the sum of(a) the interest due on
the Outstanding Bonds and any Parity Debt in such Bond Year, assuming that the Outstanding
Bonds are retired as scheduled (including by reason of mandatory sinking fund redemptions),
and (b) the scheduled principal amount of the Outstanding Bonds due in such Bond Year
(including any mandatory sinking fund redemptions due in such Bond Year).
"Average Annual Debt Service" shall mean the average of the Annual Debt Service for
all Bond Years, including the Bond Year in which the calculation is made.
"Bond Counsel" shall mean counsel of recognized national standing in the field of law
relating to municipal bonds.
["Bond Insurance Policy" shall mean the insurance policy [or policies] issued by the
Bond Insurer guaranteeing the scheduled payment of principal of and the interest when due on
the [Insured Series 2015_Bonds].]
["Bond Insurer" or "[INSURER]" shall mean or any successor thereto or
assignee thereof, as insurer of the Insured Series 2015_Bonds.]
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"Bond Year" shall mean (1) with respect to the initial Bond Year, the period from the
date the Bonds are originally delivered to and including the first succeeding [December] 1, and
(2) thereafter, each twelve-month period from [December] 2 in any calendar year to and
including [December] 1 in the following calendar year.
"Bonds" shall mean the Series 2015 Bonds and all Additional Bonds.
"Business Day" shall mean a day of the year on which banks in Los Angeles, California,
and any other place in which the Corporate Trust Office of the Trustee is located are not required
or authorized to remain closed and on which the New York Stock Exchange is not closed.
"City" shall mean the City of San Bernardino, California.
"Code" shall mean the Internal Revenue Code of 1986, as amended and any regulations
of the United States Department of the Treasury issued thereunder.
"Compliance Costs" shall mean those costs incurred by the Agency or the Trustee in
connection with their compliance with the Indenture and the Continuing Disclosure Agreement
that are chargeable against the RPTTF as provided in Section 5.01 and 6.16, including legal fees
and charges, fees and disbursements of consultants and professionals, rating agency fees,
amounts to reimburse the Bond Insurer for draws on its Bond Insurance Policy and Reserve
Policy, and all amounts required to be rebated to the United States pursuant to Section 148(f) of
the Code in accordance with Section 6.11 and the Tax Certificate.
"Consultant's Report" shall mean a report signed by an Independent Financial
Consultant or an Independent Redevelopment Consultant, as may be appropriate to the subject of
the report, and including:
(1) a statement that the person or firm making or giving such report has read the
pertinent provisions of the Indenture to which such report relates;
(2) a brief statement as to the nature and scope of the examination or investigation
upon which the report is based; and
(3) 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 Redevelopment Consultant to express an informed opinion with respect to the
subject matter referred to in the report.
"Continuing Disclosure Agreement" shall mean that Continuing Disclosure
Agreement, by and between the Agency and the Trustee, dated as of 1, 2015, relating to
the Series 2015 Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
"Corporate Trust Office" shall mean such corporate trust office of the Trustee as may
be designated from time to time by written notice from the Trustee to the Agency, initially being
such office located in Los Angeles, California except that with respect to presentation of Bonds
for registration, payment, redemption, transfer or exchange, such terms shall mean the office of
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the Trustee in St. Paul, Minnesota, or such other office designated by the Trustee from time to
time as its Corporate Trust Office.
"Cost of Issuance Fund" shall mean the Fund by that name established pursuant to
Section 5.06 hereof.
"Costs of Issuance" shall mean all items of expense directly or indirectly payable by or
reimbursable to the Agency or the City and related to the authorization, issuance, sale and
delivery of the Bonds and the refunding of the Refunded Obligations, including but not limited to
publication and printing costs, costs of preparation and reproduction of documents, filing and
recording fees, fees and charges of the Trustee and the Escrow Agent, legal fees and charges,
fees and disbursements of consultants and professionals, rating agency fees, fees and charges for
preparation, execution, transportation and safekeeping of the Bonds and any other cost, charge or
fee in connection with the original issuance of the Bonds and the refunding of the Refunded
Obligations as provided in a Costs of Issuance invoice transmitted by the Agency (which may
include costs and expenses of the Agency and the City) to the Agency and the Trustee at the time
of the original issuance of the Bonds to be paid from proceeds of the Bonds in accordance with
Section 3.01 or as provided in a Supplemental Indenture.
"County" shall mean the County of San Bernardino, a political subdivision of the State
of California.
"County Auditor-Controller" shall mean the Auditor-Controller of the County of San
Bernardino.
"Dissolution Act" shall mean Parts 1.8 (commencing with Section 34161) and 1.85
(commencing with Section 34170) of the Law.
"DOF" shall mean the State of California Department of Finance.
"Escrow Agent" shall mean , as Escrow Agent under
the Escrow Agreement.
"Escrow Agreement" shall mean the Escrow Agreement
[possibly multiple agreements]
"Expense Account" shall mean the account established pursuant to Section 5.03 hereof.
"Federal Securities" shall mean (a) non-callable direct obligations of the United States
of America ("United States Treasury Obligations"), and (b) evidences of ownership of
proportionate interests in future interest and principal payments on United States Treasury
Obligations held by a bank or trust company as custodian, under which the owner of the
investment is the real party in interest and has the right to proceed directly and individually
against the obligor and the underlying United States Treasury Obligations are not available to
any person claiming through the custodian or to whom the custodian may be obligated.
C "Fiscal Year" shall mean the period commencing on July 1 of each year after the date of
the sale and delivery of the Bonds and terminating on the next succeeding June 30, or any other
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annual accounting period hereafter selected and designated by the Agency as its Fiscal Year in
accordance with the Law and with notice to the Trustee.
"Former RDA" shall mean the former Redevelopment Agency of the City of San
Bernardino, created by the City Council of the City.
"Indenture" shall mean this Indenture and all Supplemental Indentures.
"Independent Certified Public Accountant" shall mean any certified public accountant
or firm of such accountants duly licensed and entitled to practice and practicing as such under the
laws of the State of California, appointed and paid by the Agency, and who, or each of whom:
(1) is in fact independent and not under the domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency; and
(3) is not connected with the Agency as a member, officer or employee of the
Agency, but who may be regularly retained to make annual or other audits of the books of or
reports to the Agency.
"Independent Financial Consultant" shall mean a financial consultant or firm of such
consultants generally recognized to be well qualified in the financial consulting field, appointed
and paid by the Agency and who, or each of whom:
1 is in fact independent and not under the domination of the Agency;
O P
(2) does not have any substantial interest, direct or indirect, with the Agency; and
(3) is not connected with the Agency as a member, officer or employee of the
Agency,but who may be regularly retained to make annual or other reports to the Agency.
"Independent Redevelopment Consultant" shall mean a consultant or firm of such
consultants generally recognized to be well qualified in the field of consulting relating to tax
allocation bond financing by California redevelopment agencies and their successor agencies,
appointed and paid by the Agency and who, or each of whom:
(1) is in fact independent and not under the domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency; and
(3) is not connected with the Agency as a member, officer or employee of the
Agency,but who may be regularly retained to make annual or other reports to the Agency.
["Insured Series 2015_ Bonds" shall mean the Series 2015 _ Bonds maturing on
[December] 1 in the years 20_, 20_and 20_.]
"Interest Account" shall mean the account maintained within the Tax Increment Fund
pursuant to Section 5.03 of the Indenture.
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"Interest Payment Date" shall mean any [June] 1 or [December] 1 on which interest on
any Series of Bonds is scheduled to be paid, commencing 1, 20 , with respect to the
Series 2015 Bonds.
"Investment Agreement" shall mean an investment agreement or guaranteed investment
contract meeting the description and the requirements contained in clause (10) of the definition
of Permitted Investments herein.
"Investment Earnings" shall mean all interest earned and any realized gains and losses
on the investment of moneys in any fund or account created by the Indenture or by any
Supplemental Indenture.
"Law" shall mean the Community Redevelopment Law of the State of California (being
Part I of Division 24 of the California Health and Safety Code, as amended), and all laws
amendatory thereof or supplemental thereto including, without limitation, the Dissolution Act.
"Maximum Annual Debt Service" shall mean the largest Annual Debt Service for any
Bond Year, including the Bond Year the calculation is made.
"MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity
designated or authorized by the Securities and Exchange Commission to receive reports pursuant
to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange
Commission, filings with the MSRB are to be made through the Electronic Municipal Market
Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
"Officer's Certificate" shall mean a certificate signed by the [Mayor, the City Manager
or the Director of Finance, acting for and on behalf of the Agency, the Executive Director of the
Agency, or the City Clerk acting for the Agency].
"Outstanding" when used as of any particular time with reference to Bonds, shall mean
(subject to the provisions of Section 9.02) all Bonds except:
(1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for
cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section 11.02;
and
(3) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized, executed, issued and delivered by the Agency pursuant to the Indenture.
"Oversight Board" shall mean the oversight board of the Agency duly constituted from
time to time pursuant to Section 34179 of the Dissolution Act.
"Owner" or "Bondowner" whenever employed herein shall mean the person in whose
name such Bond shall be registered.
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"Parity Debt" shall mean any additional tax allocation bonds, notes, interim certificates,
debentures or other obligations issued by the Agency as permitted by the Indenture payable out
of Tax Revenues and ranking on a parity with the Bonds.
"Pass-Through Agreements" shall mean [to come].
"Pass Through Obligations" shall means (i) the statutory pass-through obligations of
the Agency described under Section 33607.5 of the Law, and (ii) the Pass-Through Agreements,
and shall include amounts elected to be allocated pursuant to subdivision (a) of Section 33676 of
the California Health and Safety Code.
"Permitted Investments" shall mean any of the following to the extent then permitted
by the general laws of the State of California applicable to investments by counties:
(1) (a) Direct obligations (other than an obligation subject to variation in principal
repayment) of the United States of America ("United States Treasury Obligations"), (b)
obligations fully and unconditionally guaranteed as to timely payment of principal and interest
by the United States of America, (c) obligations fully and unconditionally guaranteed as to
timely payment of principal and interest by any agency or instrumentality of the United States of
America when such obligations are backed by the full faith and credit of the United States of
America, or (d) evidences of ownership of proportionate interests in future interest and principal
payments on obligations described above held by a bank, trust company or bank holding
company as custodian, under which the owner of the investment is the real party in interest and
has the right to proceed directly and individually against the obligor and the underlying
government obligations are not available to any person claiming through the custodian or to
whom the custodian may be obligated (collectively "United States Obligations"). These include,
but are not necessarily limited to:
- U.S. Treasury obligations
All direct or fully guaranteed obligations
- Farmers Home Administration
Certificates of beneficial ownership
- General Services Administration
Participation certificates
- U.S. Maritime Administration
Guaranteed Title XI financing
- Small Business Administration
Guaranteed participation certificates
- Guaranteed pool certificates
- Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
- U.S. Department of Housing &Urban Development
Local authority bonds
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(2) Obligations of instrumentalities or agencies of the United States of America
limited to the following: (a) the Federal Home Loan Bank Board ("FHLB"); (b) the Federal
Home Loan Mortgage Corporation ("FHLMC"); (c) the Federal National Mortgage Association
(FNMA); (d) Federal Farm Credit Bank ("FFCB"); (e) Government National Mortgage
Association ("GNMA"); (f) Student Loan Marketing Association ("SLMA"); and (g) guaranteed
portions of Small Business Administration("SBA")notes.
(3) Commercial paper having original maturities of not more than 270 days, payable
in the United States of America and issued by corporations that are organized and operating in
the United States with total assets in excess of$500 million and having "A" or better rating for
the issuer's long-term debt as provided by S&P and "A-1" or better rating for the issuer's short-
term debt as provided by S&P.
(4) The San Bernardino County Treasury Pool.
(5) Bills of exchange or time drafts drawn on and accepted by a commercial bank,
otherwise known as "bankers' acceptances," having original maturities of not more than 180
days. The institution must have a minimum short-term debt rating of"P-1" by S&P, and a long-
term debt rating of no less than"A"by S&P.
(6) Shares of beneficial interest issued by diversified management companies, known
as money market funds, registered with the U.S. Securities and Exchange Commission under the
Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.) and whose fund has received
the highest possible rating from S&P and at least one other Rating Agency.
(7) Certificates of deposit issued by a nationally- or state-chartered bank or a state or
federal association (as defined by Section 5102 of the California Financial Code) or by a state-
licensed branch of a foreign bank, in each case which has, or which is a subsidiary of a parent
company which has, obligations outstanding having a rating in the "A" category or better from
S&P.
(8) Pre-refunded municipal obligations rated "AAA" by S&P meeting the following
requirements:
(a) the municipal obligations are (i) not subject to redemption prior to
maturity or (ii) the trustee for the municipal obligations has been given irrevocable
instructions concerning their call and redemption and the issuer of the municipal
obligations has covenanted not to redeem such municipal obligations other than as set
forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury
Obligations which may be applied only to payment of the principal of, interest and
premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations
(plus any cash in the escrow) has been verified by the report of independent certified
public accountants to be sufficient to pay in full all principal of, interest, and premium, if
any, due and to become due on the municipal obligations ("Verification");
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(d) the cash or United States Treasury Obligations serving as security for the
municipal obligations are held by an escrow agent or trustee in trust for owners of the
municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted
except with another United States Treasury Obligation and upon delivery of a new
Verification; and
(f) the cash or United States Treasury Obligations are not available to satisfy
any other claims, including those by or against the trustee or escrow agent.
(9) Repurchase agreements which have a maximum maturity of 30 days, or due on
demand, and are fully secured at or greater than 102% of the market value plus accrued interest
by obligations of the United States Government, its agencies and instrumentalities, in accordance
with number(2) above.
(10) Investment agreements and guaranteed investment contracts with issuers having a
long-term debt rating of at least"AA-" by S&P.
(11) Local Agency Investment Fund (established under Section 16429.1 of the
California Government Code), provided that such investment is held in the name and to the
credit of the Trustee, and provided further that the Trustee may restrict such investment if
required to keep moneys available for the purposes of the Indenture.
1
(12) Shares m a State of California common law trust established pursuant to Title 1,
Division 7, Chapter 5 of the California Government Code which invests exclusively in
investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California
Government Code, as it may be amended.
["Plan Limit" shall mean each or the applicable, as the context suggests, redevelopment
plan limit specified in the Redevelopment Plan.]
"Principal Account" shall mean the account maintained within the Tax Increment Fund
pursuant to Section 5.03 of the Indenture.
"Principal Installment" shall mean, with respect to any Principal Payment Date, the
principal amount of Outstanding Bonds (including mandatory sinking fund payments) due on
such date, if any.
"Principal Corporate Trust Office" shall mean the office of the Trustee in Los
Angeles, California, except that with respect to presentation of Bonds for payment, transfer or
exchange, such term shall mean the corporate trust office of the Trustee in St. Paul, Minnesota,
or such other offices as it shall designate from time to time.
"Principal Payment Date" shall mean any [December] 1 on which principal of any
Series of Bonds is scheduled to be paid, commencing on [December] 1, 20_with respect to the
Series 2015 Bonds.
.r
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"Project Area;" shall mean collectively the territory comprising the following
redevelopment projects of the Agency: (i) the Central City North Project Area, approved by
Ordinance enacted by the City Council of the City on August 6, 1973 (the "Central City North
Project Area"); (ii) the Central City West Project Area, approved by Ordinance enacted by the
City Council of the City on February 17, 1976 (the Central City West Project Area"); (iii) the
Central City Merged Redevelopment Project Area, a merger of three previously formed project
areas, approved by the City Council of the City in 1983 (the "Central City Merged
Redevelopment Project Area"); (iv) the 40th Street Project Area, approved by Ordinance enacted
by the City Council of the City July 20, 2000 (the "40th Street Project Area"); (v) the Mount
Vernon Project Area, approved by Ordinance enacted by the City Council of the City June 25,
1990 (the "Mount Vernon Project Area"); (vi) the State College Project Area No. 4, approved by
Ordinance enacted by the City Council of the City April 27, 1970 (the "State Street Project
Area"); (vii) the Southeast Industrial Park Project Area, approved by Ordinance enacted by the
City Council of the City June 21, 1976 (the "Southeast Industrial Park Project Area") ; (viii) the
Northwest Project Area, approved by Ordinance enacted by the City Council of the City July 6,
1982 (the `Northwest Project Area"); (ix) the South Valle Project Area, approved by Ordinance
enacted by the City Council of the City July 9, 1984 (the "South Valle Project Area"); (x) the
Uptown Project Area, approved by Ordinance enacted by the City Council of the City June 16,
1986 (the "Uptown Project Area"); and (xi) the Tri City Project Area, approved by Ordinance
enacted by the City Council of the City June 20, 1983 (the "Tri City Project Area"), in each case
together with any amendments duly authorized pursuant to the Redevelopment Law.
"Qualified Reserve Account Credit Instrument" means (i) the Reserve Policy or (ii)
an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank
or insurance company and deposited with the Trustee pursuant to Section 5.03(d) provided that
all of the following requirements are met by the Agency at the time of delivery thereof to the
Trustee: (a) S&P or Moody's has assigned a long-term credit rating of such bank or insurance
company is "A" (without regard to modifier) or higher; (b) such letter of credit or surety bond
has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated
amount at least equal to the portion of the Reserve Account Requirement with respect to which
funds are proposed to be released pursuant to Section 5.03(d); (d) the Trustee is authorized
pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal
to any deficiencies which may exist from time to time in the Interest Account, the Principal
Account or the Term Bonds Sinking Account for the purpose of making payments required
pursuant to Section 5.03(d); and (e) prior written notice is given to the Indenture before the
effective date of any such Qualified Reserve Account Credit Instrument.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 6.11 hereof.
"Rebate Instructions" shall mean those calculations and directions required to be
delivered to the Trustee by the Agency pursuant to the Tax Certificate.
"Rebate Requirement" shall mean the Rebate Requirement defined in the Tax
Certificate.
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"Recognized Obligation Payment Schedule" or "ROPS" shall mean a Recognized
Obligation Payment Schedule, each prepared and approved from time to time pursuant to
subdivision (1) of Section 34177 of the Dissolution Act.
"Redevelopment Obligation Retirement Fund" shall mean the fund by that name
established pursuant to Section 34170.5(b) of the Law and administered by the Agency.
"Redevelopment Plans" shall mean collectively, the redevelopment plan approved for
each respective Project Area.
"Refunded Obligations" shall mean the 1998 Loan Agreement (relating to and securing
the Series 1998B Bonds), the 2002 Loan Agreements, the 2002A Loan Agreement, the 2006
Loan Agreement, the 2009A Notes, the Series 2010 Bonds and the 2011 Notes, as those terms
are defined in the whereas clauses above.
"Regulations" shall mean temporary and permanent regulations promulgated or
applicable under Section 103 and all related provisions of the Code.
"Related Documents" shall mean the Indenture and the Series 2015 Bonds issued
hereunder.
"Reserve Account" shall mean the account maintained within the Tax Increment Fund
pursuant to Section 5.03 of the Indenture.
"Reserve Account Requirement" shall mean as of the date of any calculation, with
respect to all Outstanding Bonds an amount equal to the lesser of(i) the maximum annual debt
service attributable to the Outstanding Bonds or (ii) 125% of average annual debt service
attributable to the Outstanding Bonds; provided however, that the Reserve Fund Requirement
when issuing a new Series of Bonds shall be the least of (i) or (ii) above, but limited to the
addition to the Reserve Account of no more than 10% of the proceeds from the sale of such new
Series of Bonds.
"Reserve Policy" shall mean [TO BE PROVIDED BY INSURER].
"Responsible Officer" shall mean any Vice-President, Assistant Vice President, Trust
Officer or other officer of the Trustee having regular responsibility for corporate trust matters.
"ROPS Payment Period" shall mean a ROPS Period; provided, that if the Dissolution Act is
hereafter amended such that each ROPS Period covers a fiscal period of a different length, then "ROPS
Payment Period" shall mean the period during which moneys distributed on a RPTTF Distribution Date
are permitted to be expended under the Dissolution Act, as amended.
"ROPS Period" shall mean the six-month period (commencing on each January 1 and July 1)
covered by a ROPS; provided, that if the Dissolution Act is hereafter amended such that each ROPS
covers a fiscal period of a different length, then "ROPS Period" shall mean such other applicable period
established under the Dissolution Act, as amended.
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"RPTTF" or "Redevelopment Property Tax Trust Fund" shall mean the fund by that name
established pursuant to Health and Safety Code Section 34170.5(b) and administered by the County
Auditor-Controller.
"RPTTF Distribution Date" means each January 2 and June 1, as specified in Section 34183 of
the Dissolution Act, on which the County Auditor-Controller allocates and distributes to the Successor
Agency monies from the RPTTF for payment on enforceable obligations pursuant to an approved ROPS.
"Securities Depository" shall mean, initially, The Depository Trust Company, New
York, N.Y., or, in accordance with then-current guidelines of the Securities and Exchange
Commission, such other securities depositories, or no such depositories, as designated by the
Trustee.
"Senior Obligations" shall mean the outstanding 1998A Senior Loan Agreement, 2005
Senior Loan Agreements, 2010 Senior Loan Agreement and the 2011 Senior Loan Agreement,
and any parity debt issued in accordance with the respective Senior Obligations.
"Serial Bonds" shall mean Bonds for which no Sinking Account Installments are
provided.
"Series 2015A Bonds" shall mean the Successor Agency to the Redevelopment Agency
of the City of San Bernardino Tax Allocation Refunding Bonds, Series 2015A.
["Series 2015B Bonds" shall mean the Successor Agency to the Redevelopment Agency
of the City of San Bernardino Tax Allocation Refunding Bonds, Series 2015B (Federally
Taxable).]
"Series 2015 Bonds" shall mean, collectively, the Series 2015A Bonds and the Series
2015B Bonds.
"Sinking Account Installment" shall mean the amount of money required to be paid by
the Agency on a Sinking Account Payment Date toward the retirement of any particular Term
Bonds on or prior to their respective stated maturities, as set forth in the Indenture.
"Sinking Account Payment Date" shall mean any [December] 1 on which Sinking
Account Installments on Term Bonds are scheduled to be paid, as set forth in the Indenture.
"S&P" shall mean Standard & Poor's Financial Services LLC and its successors and
assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform
the functions of a securities rating agency, then "S&P" shall be deemed to refer to any other
nationally-recognized rating agency selected by the Agency.
"Substitute Depository" shall mean the substitute depository as defined in Section 2.12.
"Supplemental Indenture" shall mean any indenture amending or supplementing the
Indenture, but only if and to the extent that such Supplemental Indenture is specifically
authorized hereunder.
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"Tax Certificate" shall mean that certificate and agreement, relating to various federal
tax requirements, including the requirements of Section 148 of the Code, signed by the Tax
Exempt and the Agency on the date the Tax Exempt Bonds and the Series 2015A Bonds are
issued, as the same may be amended or supplemented in accordance with its terms.
"Tax Exempt" shall mean, with respect to interest on any obligations of a state or local
government, that such interest is excluded from the gross income of the owners thereof for
federal income tax purposes, whether or not such interest is includable as an item of tax
preference or otherwise includable directly or indirectly for purposes of calculating other tax
liabilities, including any alternative minimum tax or environmental tax under the Code.
"Tax Increment Fund" shall mean the fund established pursuant to Section 5.01 hereof.
"Tax Revenues" shall mean all taxes annually allocated and paid to the Agency pursuant
to Article 6 of Chapter 6 (commencing with Section 33670) of the Law, Section 16 of Article
XVI of the Constitution of the State and other applicable state laws and as provided in the
Redevelopment Plans available and deposited in the RPTTF, to the extent not pledged to Senior
Obligations, payable with respect to Pass-Through Agreements or in accordance with Section
33607.5 or Section 33607.7 or Section 33676 of the Law, and subject to the equal and senior
claims of indebtedness, if, any.
If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision
(a) of Section 34183 are invalidated by a final judicial decision, then Tax Revenues will include
all tax revenues allocated to the payment of indebtedness pursuant to California Health and
Safety Code Section 33670 or such other section as may be in effect at the time providing for the
allocation of tax increment revenues in accordance with Article XVI, Section 16 of the
California Constitution.
"Term Bonds" shall mean Bonds which are payable on or before their specified maturity
dates from Sinking Account Installments established for that purpose.
"Term Bond Sinking Account" shall mean the account maintained within the Tax
Increment Fund pursuant to Section 5.03 of the Indenture.
"Trustee" shall mean U.S. Bank National Association, appointed by the Agency in
Section 7.01 and acting with the duties and powers herein provided, and its successors and
assigns, or any other corporation or association which may at any time be substituted in its place,
as provided in Section 7.02.
"Verification Report" shall mean a report of an independent firm of nationally
recognized certified public accountants, [or such other firm as shall be acceptable to the Bond
Insurer], addressed to the Agency, the Trustee [and the Bond Insurer], verifying the sufficiency
of the escrow established to pay Bonds in full at maturity or on a redemption date.
"Written Request of the Agency" shall mean an instrument in writing signed by the
[Mayor, the City Manager or Director of Finance, acting for and on behalf of the Agency, the
Executive Director of the Agency, or the City Clerk acting for the Agency], or by any other
officer of the Agency duly authorized by the Agency for that purpose.
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Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the
Owners thereof, the Indenture shall be deemed to be and shall constitute a contract between the
Agency and the Owners from time to time of all Bonds issued hereunder and then Outstanding to
secure the full and final payment of the interest on and principal of and redemption premiums, if
any, on all Bonds authorized, executed, issued and delivered hereunder, subject to the
agreements, conditions, covenants and provisions herein contained; and the agreements and
covenants herein set forth to be performed on behalf of the Agency shall be for the equal and
proportionate benefit, security and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any Bonds over any other Bonds.
ARTICLE II
THE BONDS; CERTAIN PROVISIONS
OF THE BONDS
Section 2.01 General Authorization; Bonds. The Series 2015 Bonds and Additional
Bonds may be issued at any time under and subject to the terms of the Indenture. The Agency
has reviewed all proceedings heretofore taken relative to the authorization of the Series 2015
Bonds and has found, as a result of such review, and hereby finds and determines that all acts,
conditions and things required by law to exist, happen or be performed precedent to and in
connection with the issuance of the Series 2015 Bonds do exist, have happened and have been
performed in due time, form and manner as required by law, and the Agency is now duly
Q authorized, pursuant to each and every requirement of law, to issue the Series 2015 Bonds in the
manner and form provided in the Indenture. Accordingly, the Agency hereby authorizes the
issuance of the Series 2015 Bonds for the purposes set forth in the preamble of the Indenture.
Section 2.02 Terms of Series 2015 Bonds. The Series 2015 Bonds authorized to be
issued by the Agency under and subject to the terms of the Indenture and the Law shall be
designated the "Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Allocation Refunding Bonds, Series 2015A" and shall be in the aggregate principal amount
of$ and the "Successor Agency to the Redevelopment Agency of the City of San
Bernardino Tax Allocation Refunding Bonds, Series 2015B (Federally Taxable)" and shall be in
the aggregate principal amount of$ . The Series 2015 Bonds shall be issued as fully
registered bonds in denominations of$5,000, or any integral multiple thereof(not exceeding the
principal amount of such Bonds maturing at any one time). The Bonds shall be registered
initially in the name of "Cede & Co.," as nominee of the Securities Depository and shall be
evidenced by one bond for each maturity of Bonds in the principal amount of the respective
maturities of Bonds. Registered ownership of the Bonds, or any portion thereof, may not
thereafter be transferred except as set forth herein.
Payment of interest on the Series 2015 Bonds shall be made to the Cede & Co. as
registered owner, or such other person whose name appears on the bond registration books of the
Trustee as the registered owner of the Series 2015 Bonds, as of the close of business on the
fifteenth (15th) day of the calendar month preceding the Interest Payment Date (the "Record
Date), or if otherwise instructed, by check mailed to such registered owner at its address as it
appears on such books or at such other address as it may have filed with the Trustee for that
purpose prior to the Record Date.
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Each Series of Series 2015 Bonds shall be numbered in consecutive numerical order from
R1 upwards. Each Series of Series 2015 Bonds shall bear interest from the Interest Payment
Date next preceding the date of authentication thereof, unless such date of authentication is an
Interest Payment Date, in which event they shall bear interest from such Interest Payment Date,
or unless such date of authentication is prior to the first Interest Payment Date, in which event
they shall bear interest from 15, 20_, provided, however, that if, at the time of
authentication of any Series 2015 Bond, interest is then in default on such Series of Series 2015
Bond, such Series of Series 2015 Bond shall bear interest from the Interest Payment Date to
which interest previously has been paid or made available for payment. Interest on the Series
2015 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months.
The Series 2015 Bonds shall be dated their date of initial delivery and shall bear
interest at the rates specified in the table below, such interest being payable on each Interest
Payment Date, and shall mature on the Principal Payment Dates in the following years in the
following principal amounts, namely:
Maturity Date Principal Interest
([December] 1) Amount Rate
The Series 2015_ Bonds shall be dated their date of initial delivery and shall bear
interest at the rates specified in the table below, such interest being payable on each Interest
Payment Date, and shall mature on the Principal Payment Dates in the following years in the
following principal amounts, namely:
Maturity Date Principal Interest
([December] 1) Amount Rate
Principal and redemption premiums, if any, on the Series 2015 Bonds shall be payable in
immediately available funds. Principal and redemption premiums, if any, and interest on the
Series 2015 Bonds shall be paid in lawful money of the United States of America.
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Section 2.03 Form of Series 2015 Bonds. The Series 2015 Bonds, the Trustee's
authentication and registration endorsement, and the assignment to appear thereon shall be
substantially in the form attached hereto as Appendix A.
Section 2.04 Redemption of Series 2015 Bonds.
(a) [TO COME]
(b) Mandatory Redemption of Series 2015A Bonds from Sinking Fund Installments.
(i) The Series 2015A Bonds maturing on [December] 1, 20_ are subject to mandatory
redemption in part by lot on [December] 1 in each year commencing [December] 1, 20_, at the
principal amount thereof plus accrued interest thereon to the date fixed for redemption in
accordance with the following schedule:
Series 2015A Term Bonds Maturing [December] 1, 20_
Sinking Fund
Redemption Date Principal Amount
([December] 1) To be Redeemed
*Final Maturity
(c) The Series 2015A Bonds maturing on [December] 1, 20_ are subject to
mandatory redemption in part by lot on [December] 1 in each year commencing [December] 1,
20 , at the principal amount thereof plus accrued interest thereon to the date fixed for
redemption in accordance with the following schedule:
Series 2015A Term Bonds Maturing [December] 1, 20_
Sinking Fund
Redemption Date Principal Amount
([December] 1) To Be Redeemed
*Final Maturity
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In the event that a Series 2015A Bond subject to mandatory redemption is redeemed in
part prior to its stated maturity date from any moneys other than Principal Installments, the
remaining Principal Installments for such Series 2015A Bond shall be reduced as directed in a
Written Request of the Agency.
(d) The Series 2015B Bonds maturing on [December] 1, 20_ are subject to
mandatory redemption in part by lot on [December] 1 in each year commencing [December] 1,
20_, at the principal amount thereof plus accrued interest thereon to the date fixed for
redemption in accordance with the following schedule:
Series 2015B Term Bonds Maturing [December] 1, 20_
Sinking Fund
Redemption Date Principal Amount
([December] 1) To Be Redeemed
*Final Maturity
In the event that a Series 2015B Bond subject to mandatory redemption is redeemed in
part prior to its stated maturity date from any moneys other than Principal Installments, the
remaining Principal Installments for such Series 2015B Bond shall be reduced as directed in a
Written Request of the Agency.
Section 2.05 Notice of Redemption. In the case of any redemption of Bonds, the
Trustee shall give notice, as hereinafter in this section provided, that Bonds, identified by serial
numbers and maturity date, have been called for redemption and, in the case of Bonds to be
redeemed in part only, the portion of the principal amount thereof that has been called for
redemption (or if all the Outstanding Bonds are to be redeemed, so stating, in which event such
serial numbers may be omitted), that they will be due and payable on the date fixed for
redemption (specifying such date) upon surrender thereof at the Principal Corporate Trust Office,
at the redemption price (specifying such price), together with any accrued interest to such date,
and that all interest on the Bonds, the respective series of Bonds, or portions thereof, as
applicable, so to be redeemed will cease to accrue on and after such date and that from and after
such date such Bond or such portion shall no longer be entitled to any lien, benefit or security
under the Indenture, and the Owner thereof shall have no rights in respect of such redeemed
Bond or such portion except to receive payment from such moneys of such redemption price plus
accrued interest to the date fixed for redemption.
Such notice shall be mailed by first class mail, postage prepaid, at least twenty (20) but
not more than sixty (60) days before the date fixed for redemption, to the Security Depository,
the MSRB and the Owners of such Bonds, or portions thereof, so called for redemption, at their
respective addresses as the same shall last appear on the Bond Register. No notice of redemption
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need be given to the Owner of a Bond to be called for redemption if such Owner waives notice
thereof in writing, and such waiver is filed with the Trustee prior to the redemption date. Neither
the failure of an Owner to receive notice of redemption of Bonds hereunder nor any error in such
notice shall affect the validity of the proceedings for the redemption of Bonds.
Any notice of redemption may be expressly conditional and may be rescinded by Written
Request of the Agency given to the Trustee not later than the date fixed for redemption. Upon
receipt of such Written Request of the Agency, the Trustee shall promptly mail notice of such
rescission to the same parties that were mailed the original notice of redemption.
Section 2.06 Selection of Bonds for Redemption. Whenever less than all the
Outstanding Bonds of any one maturity are to be redeemed on any one date, the Trustee shall
select the particular Bonds to be redeemed by lot and in selecting the Bonds for redemption the
Trustee shall treat each Bond of a denomination of more than five thousand dollars ($5,000) as
representing that number of Bonds of five thousand dollars ($5,000) denomination which is
obtained by dividing the principal amount of such Bond by five thousand dollars ($5,000), and
the portion of any Bond of a denomination of more than five thousand dollars ($5,000) to be
redeemed shall be redeemed in an Authorized Denomination. The Trustee shall promptly notify
the Agency in writing of the numbers of the Bonds so selected for redemption in whole or in part
on such date.
Section 2.07 Payment of Redeemed Bonds. If notice of redemption has been given or
waived as provided in Section 2.05, the Bonds or portions thereof called for redemption shall be
due and payable on the date fixed for redemption at the redemption price thereof, together with
accrued interest to the date fixed for redemption, upon presentation and surrender of the Bonds to
be redeemed at the office specified in the notice of redemption. If there shall be called for
redemption less than the full principal amount of a Bond, the Agency shall execute and deliver
and the Trustee shall authenticate, upon surrender of such Bond, and without charge to the
Owner thereof, Bonds of like interest rate and maturity in an aggregate principal amount equal to
the unredeemed portion of the principal amount of the Bonds so surrendered in such authorized
denominations as shall be specified by the Owner.
If any Bond or any portion thereof shall have been duly called for redemption and
payment of the redemption price, together with unpaid interest accrued to the date fixed for
redemption, shall have been made or provided for by the Agency, then interest on such Bond or
such portion shall cease to accrue from such date, and from and after such date such Bond or
such portion shall no longer be entitled to any lien, benefit or security under the Indenture, and
the Owner thereof shall have no rights in respect of such Bond or such portion except to receive
payment of such redemption price, and unpaid interest accrued to the date fixed for redemption.
Section 2.08 Purchase in Lieu of Redemption. In lieu of redemption of any Bond
pursuant to the provisions of subsection (a) of Section 2.04 or Section 5.02 hereof, amounts on
deposit in the Term Bonds Sinking Account may also be used and withdrawn by the Trustee at
any time prior to selection of Bonds for redemption having taken place with respect to such
amounts, upon a Written Request of the Agency, for the purchase of such Term Bonds at public
or private sale as and when and at such prices (including brokerage and other charges) as the
Agency may in its discretion determine, but not in excess of par plus accrued interest. Any
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accrued interest payable upon the purchase of Bonds shall be paid from amounts held in the Tax
Increment Fund for the payment of interest on the next following Interest Payment Date. Any
Term Bonds so purchased shall be cancelled by the Trustee forthwith and shall not be reissued.
The principal of any Term Bonds so purchased by the Trustee in any twelve-month period
ending 60 days prior to any Sinking Account Payment Date in any year shall be credited towards
and shall reduce the principal of such Term Bonds required to be redeemed on such Sinking
Account Payment Date in such year.
Section 2.09 Execution of Bonds. The [Mayor, the City Manager, Director of Finance
or the Debt Manager, acting for and on behalf of the Agency or the Executive Director of the
Agency] shall execute each of the Bonds on behalf of the Agency and the City Clerk shall attest
each of the Bonds on behalf of the Agency. Any of the signatures of said [Mayor, the City
Manager, Director of Finance and the Debt Manager, acting for and on behalf of the Agency, the
Executive Director of the Agency and the City Clerk] may be by printed, lithographed or
engraved facsimile reproduction. In case any officer whose signature appears on the Bonds shall
cease to be such officer before the delivery of the Bonds to the purchaser thereof, such signature
shall nevertheless be valid and sufficient for all purposes the same as though he had remained in
office until such delivery of the Bonds. Any Bond may be signed and attested on behalf of the
Agency by such persons as at the actual date of the execution of such Bond shall be the proper
officers of the Agency although at the nominal date of such Bond any such person may not have
been such officer of the Agency.
Except as may be provided in a Supplemental Indenture, only such of the Bonds as shall
bear thereon a certificate of authentication and registration in the form hereinbefore recited,
executed and dated by the Trustee, upon the Written Request of the Agency, shall be entitled to
any benefits under the Indenture or be valid or obligatory for any purpose, and such certificate of
the Trustee shall be conclusive evidence that the Bonds so registered have been duly issued and
delivered hereunder and are entitled to the benefits of the Indenture.
Section 2.10 Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.12, by the
person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond at the Corporate Trust Office for cancellation, accompanied by delivery
of a duly executed written instrument of transfer in a form approved by the Trustee.
Whenever any Bond or Bonds shall be surrendered for transfer, the Agency shall execute
and the Trustee shall authenticate and deliver a new Bond or Bonds for a like aggregate principal
amount of the same Series, interest rate and maturity date. The Trustee shall require the payment
by the Owner requesting such transfer of any tax or other governmental charge required to be
paid with respect to such transfer.
The Trustee shall not be required to register the transfer of any Bonds during the fifteen
(15) days prior to the date of selection of the Bonds for redemption, or of any Bonds selected for
redemption.
Section 2.11 Exchange of Bonds. The Bonds may be exchanged at the Corporate Trust
Office for a like aggregate principal amount of Bonds of the same Series, interest rate and
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maturity date in other authorized denominations. The Trustee shall require the payment by the
Owner requesting such exchange of any tax or other governmental charge required to be paid
with respect to such exchange.
The Trustee shall not be required to exchange any Bonds during the fifteen (15) days
prior to the date of selection of the Bonds for redemption, or of any Bonds selected for
redemption.
Section 2.12 Use of Depository. Notwithstanding any provision of the Indenture to the
contrary:
(a) The Bonds shall be initially issued as provided in Section 2.01. Registered
ownership of the Bonds, or any portion thereof, may not thereafter be transferred except:
(i) To any successor of the Securities Depository or its nominee, or to any substitute
depository designated pursuant to clause (ii) of this subsection (a) ("Substitute Depository");
provided that any successor of the Securities Depository or Substitute Depository shall be
qualified under any applicable laws to provide the service proposed to be provided by it;
(ii) To any Substitute Depository designated by the Agency and not objected to by the
Trustee, upon (1) the resignation of the Securities Depository or its successor (or any Substitute
Depository or its successor) from its functions as depository or (2) a determination by the
Agency that the Securities Depository or its successor (or any Substitute Depository or its
successor) is no longer able to carry out its functions as depository; provided that any such
Substitute Depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of the Securities
Depository or its successor (or Substitute Depository or its successor) from its functions as
depository; provided that no Substitute Depository which is not objected to by the Trustee can be
obtained or (2) a determination by the Agency that it is in the best interests of the Agency to
remove the Securities Depository or its successor (or any Substitute Depository or its successor)
from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a)
hereof, upon receipt of the Outstanding Bonds by the Trustee, together with a Written Request of
the Agency to the Trustee, a single new Bond shall be executed and delivered in the aggregate
principal amount of the Bonds then Outstanding, registered in the name of such successor or
such Substitute Depository, or their nominees, as the case may be, all as specified in such
Written Request of the Agency. In the case of any transfer pursuant to clause (iii) of subsection
(a) hereof, upon receipt of the Outstanding Bonds by the Trustee together with a Written Request
of the Agency to the Trustee, new Bonds shall be executed and delivered in such denominations
numbered in consecutive order and registered in the names of such persons as are requested in
such a Written Request of the Agency, subject to the limitations of Section 2.02 hereof, provided
the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60)
days from the date of receipt of such a Written Request of the Agency.
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(c) In the case of partial redemption or an advance refunding of the Bonds evidencing
all or a portion of the principal amount Outstanding, the Securities Depository shall make an
appropriate notation on the Bonds indicating the date and amounts of such reduction in principal,
in form acceptable to the Trustee.
(d) The Agency and the Trustee shall be entitled to treat the person in whose name
any Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable
laws, notwithstanding any notice to the contrary received by the Trustee or the Agency; and the
Agency and the Trustee shall have no responsibility for transmitting payments to,
communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds.
Neither the Agency nor the Trustee will have any responsibility or obligations, legal or
otherwise, to the beneficial owners or to any other party including the Securities Depository or
its successor(or Substitute Depository or its successor), except for the Owner of any Bond.
(e) So long as the outstanding Bonds are registered in the name of Cede & Co. or its
registered assign, the Agency and the Trustee shall cooperate with Cede & Co., as sole registered
Owner, and its registered assigns in effecting payment of the principal of and redemption
premium, if any, and interest on the Bonds by arranging for payment in such manner that funds
for such payments are properly identified and are made immediately available on the date they
are due.
Section 2.13 Bond Registration Books. (a) The Trustee will keep or cause to be kept
sufficient books for the registration and transfer of the Bonds, which shall at all times, upon
reasonable notice, be open to inspection by any Bondowner or his agent duly authorized in
writing or the Agency; and, upon presentation for such purpose, the Trustee shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on such books, Bonds as hereinbefore provided.
(b) The person in whose name any Bond shall be registered shall be deemed the
owner thereof for all purposes thereof, and payment of or on account of the principal of, and the
interest on or redemption price of by such Bond shall be made only to or upon the order in
writing of such Owner, which payment shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid.
(c) Upon initial issuance of the Bonds, the ownership of all such Bonds shall be
registered in the registration records maintained by the Trustee pursuant to Section 2.12 in the
name of Cede & Co.
Section 2.14 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond shall
become mutilated, or shall be believed by the Agency or the Trustee to have been destroyed,
stolen or lost, upon proof of ownership satisfactory to the Trustee, and upon the surrender of
such mutilated Bond at the Corporate Trust Office or upon the receipt of evidence satisfactory to
the Trustee of such destruction, theft or loss, and upon receipt also of indemnity for the Trustee
and the Agency satisfactory to the Trustee, and upon payment by the Owner of all expenses
incurred by the Agency and the Trustee, the Agency shall execute and the Trustee shall
authenticate and deliver at said office a new Bond or Bonds of the same maturity and for the
same aggregate principal amount, of like tenor and date, bearing the same number or numbers,
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with such notations as the Trustee shall determine, in exchange and substitution for and upon
cancellation of the mutilated Bond, or in lieu of and in substitution for the Bond so destroyed,
stolen or lost.
If any such destroyed, stolen or lost Bond shall have matured or shall have been called
for redemption, payment of the amount due thereon may be made by the Agency or the Trustee
upon receipt of like proof, indemnity and payment of expenses.
Any such replacement Bonds issued pursuant to this section shall be entitled to equal and
proportionate benefits with all other Bonds issued hereunder. The Agency and the Trustee shall
not be required to treat both the original Bond and any duplicate Bond as being Outstanding for
the purpose of detennining the principal amount of Bonds which may be issued hereunder or for
the purpose of detennining any percentage of Bonds Outstanding hereunder, but both the original
and replacement Bond shall be treated as one and the same.
Section 2.15 Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be affected in any way by any proceedings taken by the Agency for the financing
or refinancing of any redevelopment project financed with proceeds of the Refunded
Obligations, or by any contracts made by the Agency in connection therewith, and shall not be
dependent upon the completion of the financing such redevelopment project or upon the
performance by any person of his obligation with respect to such redevelopment project, and the
recital contained in the Bonds that the saine are issued pursuant to the Law shall be conclusive
_ evidence of their validity and of the regularity of their issuance.
r
ARTICLE III
APPLICATION OF PROCEEDS OF BONDS
Section 3.01 Application of Proceeds of Sale of Series 2015 Bonds -- Allocation
Among Funds and Accounts. The net proceeds of the sale of the Series 2015 Bonds shall be
deposited with the Trustee and shall be held in trust and set aside or transferred by the Trustee as
set forth below:
The net proceeds of the sale of the Series 2015A Bonds shall be deposited with the
Trustee and shall be held in trust and set aside or transferred by the Trustee as follows:
(a) The Trustee shall deposit in the Reserve Account established pursuant to
Section 5.03(d) hereof the [Reserve Policy][sum of$ , which is equal to] the initial
Reserve Account Requirement; and
(b) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (1998 Loan Agreement).
(c) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2002 Loan Agreements).
(d) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2002A Loan Agreement).
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(e) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2009A Notes).
(fl The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (Series 2010 Bonds).
(g) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2011 Notes).
(h) The Trustee shall transfer $ to the Cost of Issuance Fund for the
payment of the Costs of Issuance.
The net proceeds of the sale of the Series 2015B Bonds shall be deposited with the
Trustee and shall be held in trust and set aside or transferred by the Trustee as follows:
(a) The Trustee shall deposit in the Reserve Account established pursuant to
Section 5.03(d) hereof the [Reserve Policy][sum of$ , which is equal to] the initial
Reserve Account Requirement; and
(b) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2006 Loan Agreement).
(c) The Trustee shall transfer $ to the Cost of Issuance Fund for the
payment of the Costs of Issuance.
The Trustee may establish and use temporary funds or accounts in its records to facilitate
and record such deposits and transfers.
ARTICLE IV
ISSUANCE OF ADDITIONAL BONDS
Section 4.01 Conditions for the Issuance of Additional Bonds. The Agency may at
any time after the issuance and delivery of the Series 2015 Bonds hereunder issue Additional
Bonds hereunder payable from the Tax Revenues and secured by a lien and charge upon the Tax
Revenues equal to and on a parity with the lien and charge securing the Outstanding Bonds
theretofore issued under this Indenture, for the purpose of refunding bonds or other indebtedness
of the Agency or the Former RDA (including, without limitation, refunding Bonds outstanding
under this Indenture) in accordance with the Law, including payment of all costs incidental to or
connected with such refunding and funding or providing for the funding of related reserves, but
only subject to the following specific conditions, which are hereby made conditions precedent to
the issuance of any such Additional Bonds:
(a) A Written Request of the Agency shall have been filed with the Trustee
containing a statement to the effect that the Agency shall be in compliance with all
covenants set forth in the Indenture and any Supplemental Indentures, and no event of
default shall have occurred and be continuing.
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(b) The issuance of such Additional Bonds shall have been duly authorized
pursuant to the Law and all applicable laws, and the issuance of such Additional Bonds
shall have been provided for by a Supplemental Indenture; which shall specify the
following:
(i) The authorized principal amount of such Additional Bonds;
(ii) The date and the maturity date or dates of such Additional Bonds;
provided that (i) Principal Payment Dates and Sinking Account Payment Dates
may occur only on Interest 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;
(iii) 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 Series 2015 Bonds;
(iv) The denomination and method of numbering of such Additional
Bonds;
(v) The redemption premiums, if any, and the redemption terms, if
any, for such Additional Bonds;
(vi) The amount and due date of each mandatory Sinking Account
Installment, if any, for such Additional Bonds;
(vii) The amount, if any, to be deposited from the proceeds of such
Additional Bonds in the Reserve Account; provided that the amount deposited in
or credited to such Reserve Account shall be increased at or prior to the time such
Additional Bonds become Outstanding to an amount at least equal to the Reserve
Account Requirement on all then Outstanding Bonds and such Additional Bonds,
and that an amount at least equal to the Reserve Account Requirement on all
Outstanding Bonds shall thereafter be maintained in or credited to such Reserve
Account;
(viii) The form of such Additional Bonds; and
(ix) Such other provisions, as are necessary or appropriate and not
inconsistent with the Indenture.
(c) Such Additional Bonds may be issued only for the purpose of refunding
bonds or other indebtedness of the Agency or its Former RDA (including, without
limitation, refunding Bonds outstanding under this Indenture) in accordance with the
Law, including payment of all costs incidental to or connected with such refunding and
funding or providing for the funding of related reserves, and the payment of all costs
incidental to or connected with such refunding, provided that the issuance of such
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Additional Bonds shall comply with the terms of California Health and Safety Code
Section 34177.5.
The Agency shall refund outstanding Senior Obligations on a basis senior to or on
a parity with the Bonds only to the extent such refunding would be permitted by Section
34177.5(a) of the Dissolution Act. Nothing contained in the Indenture shall limit the
issuance of any tax increment bonds or other obligations of the Agency secured by a lien
and charge on Tax Revenues junior to that of the Bonds.
Section 4.02 Procedure for the Issuance of Additional Bonds. All of the Additional
Bonds shall be executed by the Agency for issuance under the Indenture and delivered to the
Trustee and thereupon shall be delivered by the Trustee upon the Written Request of the Agency,
but only upon receipt by the Trustee of the following documents or money or securities:
(a) A certified copy of the Supplemental Indenture authorizing the issuance of
such Additional Bonds;
(b) A Written Request of the Agency as to the authentication and delivery of
such Additional Bonds;
(c) An opinion of Bond Counsel to the effect that (1) the Agency has the right
and power under the Law to enter into the Indenture and all Supplemental Indentures
thereto, and the Indenture and all such Supplemental Indentures have been duly executed
by the Agency and are valid and binding upon the Agency 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, by
application of equitable principles and by exercise of judicial discretion in appropriate
cases), and no other authorization for the Indenture or such Supplemental Indentures is
required; (2) the Indenture creates the valid pledge which it purports to create of the Tax
Revenues as provided in the Indenture, subject to the application thereof to the purposes
and on the conditions permitted by the Indenture; and (3) such Additional Bonds are valid
and binding special obligations of the Agency, 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, by application of
equitable principles and by exercise of judicial discretion in appropriate cases) and the
terms of the Indenture and all Supplemental Indentures thereto and entitled to the benefits
of the Indenture and all such Supplemental Indentures and the Law, and such Additional
Bonds have been duly and validly authorized and issued in accordance with the Law and
the Indenture and all such Supplemental Indentures;
(d) A Written Request of the Agency containing such statements as may be
reasonably necessary to show compliance with the requirements of the Indenture; and
(e) Such further documents, money and securities as are required by the
provisions of the Indenture and the Supplemental Indenture providing for the issuance of
such Additional Bonds.
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ARTICLE V
TAX REVENUES; CREATION OF FUNDS
Section 5.01 Pledge of Tax Revenues; Tax Increment Fund. Subject only to the
provisions of the Indenture permitting the application thereof for the purposes and on the terms
and conditions set forth herein, all of the Tax Revenues and all amounts on deposit from time to
time in the funds and accounts established hereunder (other than the Expense Account and the
Rebate Fund) are hereby pledged to the payment of the principal of and interest on the
Outstanding Bonds and any Parity Debt as provided herein. The Agency hereby irrevocably
grants to the Trustee for the benefit of the Owners of the Outstanding Bonds a first charge and
lien on, and a security interest in, and hereby pledges and assigns, the Tax Revenues, whether
held by the Agency, the County Auditor-Controller or the Trustee, and all amounts in the funds
and accounts established hereunder (other than the Expense Account and the Rebate Fund),
including the "Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Increment Fund" (hereinafter called the "Tax Increment Fund"), which is hereby created by
the Agency and which fund the Agency hereby covenants and agrees to maintain with the
Trustee so long as any Bonds shall be Outstanding hereunder, to the Trustee for the benefit of the
Owners of the Outstanding Bonds.
Notwithstanding the foregoing, there shall not be deposited with the Trustee for deposit
in the Tax Increment Fund any taxes eligible for allocation to the Agency pursuant to the Law in
an amount in excess of that amount which, together with all money then on deposit with the
Trustee in the Tax Increment Fund and the accounts therein, shall be sufficient to discharge all
Outstanding Bonds as provided in Article X hereof. No additional bonds payable from Tax
Revenues on a basis senior to or on a parity with the Bonds will be issued except pursuant to
Article IV of the Indenture.
The Agency covenants and agrees that, subject to the prior application and lien in favor
of the Senior Obligations, all Tax Revenues when and as received, will be received by the
Agency in trust hereunder and will be transferred to the Trustee within a reasonable period of
time from the receipt by the Agency thereof, for deposit by the Trustee in the Tax Increment
Fund and will be accounted for through and held in trust in the Tax Increment Fund, and the
Agency shall have no beneficial right or interest in any of such money, except only as
specifically provided otherwise in the Indenture. All such Tax Revenues, whether received by
the Agency and held in trust pending transfer or deposited with the Trustee, all as herein
provided, shall nevertheless be disbursed, allocated and applied solely to the uses and purposes
hereinafter set forth in the Indenture, and shall be accounted for separately and apart from all
other money, funds, accounts or other resources of the Agency. Any Tax Revenues received by
the Trustee in the Tax Increment Fund (other than amounts deposited in the Reserve Account) in
excess of the amounts required to be held by the Trustee in the Tax Increment Fund shall be
released from the pledge and lien hereunder and transferred to the Agency and may be used for
any lawful purpose of the Agency.
The Agency will take all actions required under the Dissolution Act to include on its
ROPS the amounts described below to be transmitted to the Trustee for the applicable ROPS
period in order to satisfy the requirements of the Indenture, including any amounts required to
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pay principal and interest payments due on the Senior Obligations, Outstanding Bonds and any
Parity Debt, any Compliance Costs, any deficiency in the Reserve Account to the full amount of
the Reserve Account Requirement and any deficiency in the reserve accounts under the
indentures for the Senior Obligations. The Agency shall submit an Oversight Board-approved
ROPS to the County Auditor-Controller and the Department of Finance (with a copy to the
I Agency) at least ninety(90) days prior to each RPTTF Distribution Date.
Expected Compliance Costs, if any, will be included in each ROPS in accordance with
the Dissolution Act.
The amount due to the Trustee from the County Auditor-Controller for deposit in the Tax
Increment Fund on January 2 of the then-current calendar year from Tax Revenues required to be
deposited into the RPTTF shall equal (1) one-half of the sum of (a) all scheduled principal
payments and Sinking Account Installments due and payable on the Outstanding Bonds and any
Parity Debt during the then-current calendar year as shown on Appendix B - Schedule of Semi-
Annual and Annual Interest and Principal Payments of the Outstanding Bonds, and (b) all
scheduled interest payments due and payable on the Outstanding Bonds and any Parity Debt
during the then-current calendar year as shown on Appendix B - Schedule of Semi-Annual and
Annual Interest and Principal Payments of the Outstanding Bonds, plus (2) the amount of any
deficiency in the Reserve Account, less (3) the amounts, if any, on deposit in the Tax Increment
Fund as of the date of submission for the ROPS pursuant to this Section that are in excess of the
amounts required to be applied to payment of principal of or interest or sinking account
payments on the Outstanding Bonds and any Parity Debt in the then current calendar year. The
amount due to the Trustee from the County Auditor-Controller for deposit in the Tax Increment
Fund on June 1 of the then-current calendar year from amounts required to be deposited into the
RPTTF shall be equal to the remainder due and payable on the Outstanding Bonds and any Parity
Debt during the then-current calendar year in an amount equal to not less than (1) the remaining
one-half of the sum of (a) all scheduled principal payments and Sinking Account Installments
due and payable on the Outstanding Bonds and any Parity Debt during the then-current calendar
year as shown on Appendix B - Schedule of Semi-Annual and Annual Interest and Principal
Payments of the Outstanding Bonds, and (b) all scheduled interest payments due and payable on
the Outstanding Bonds and any Parity Debt during the then-current calendar year as shown on
Appendix B - Schedule of Semi-Annual and Annual Interest and Principal Payments of the
Outstanding Bonds,plus (2) the amount of any remaining deficiency in the Reserve Account.
Tax Revenues received by the Agency during a ROPS Period in excess of the amount
required, as provided in this Section, to be deposited in the Tax Increment Fund, shall,
immediately following the deposit with the Trustee of the amounts required to be so deposited as
provided in this Section on each such date, be released from the pledge, security interest and lien
hereunder for the security of the Outstanding Bonds, and may be applied by the Agency for any
lawful purpose of the Successor Agency, including but not limited to the payment of subordinate
debt, or the payment of any amounts due and owing to the United States of America pursuant to
Section 6.11. Prior to the payment in full of the principal of and interest and redemption
premium (if any) on the Outstanding Bonds and any Parity Debt and the payment in full of all
other amounts payable hereunder and under any Supplemental Indentures, the Agency shall not
have any beneficial right or interest in the moneys on deposit in the Tax Increment Fund, except
as may be provided in this Indenture and in any Supplemental Indenture.
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Section 5.02 Receipt and Deposit of Tax Revenues. (a) The Agency covenants and
agrees that, subject to the prior application and lien in favor of the Senior Obligations, all Tax
Revenues, when and as received in accordance with Section 5.01 hereof, will be received by the
Agency in trust hereunder and shall be deemed to be held by the Agency as agent for the Trustee
and will, not later than five (5) Business Days following such receipt, be deposited by the
Agency with the Trustee in the Tax Increment Fund and will be accounted for through and held
in trust in the Tax Increment Fund, and the Agency shall have no beneficial right or interest in
any of such money, except only as in the Indenture provided; provided that the Agency shall not
be obligated to deposit in the Tax Increment Fund in any calendar year an amount which exceeds
the amounts required to be transferred to the Trustee for deposited in the Tax Increment Fund
pursuant to Section 5.01. All such Tax Revenues, whether received by the Agency in trust or
deposited with the Trustee, all as herein provided, shall nevertheless be disbursed, allocated and
applied solely to the uses and purposes set forth herein, and shall be accounted for separately and
apart from all other money, funds, accounts or other resources of the Agency.
(b) [The Agency hereby irrevocably authorizes and directs the County Auditor-
Controller to transfer any Agency funds then held in, or later received by the County Auditor-
Controller for deposit in, the RPTTF, to the Trustee for deposit into the Tax Increment Fund in
the amounts provided for in Section 5.01.]
Section 5.03 Establishment and Maintenance of Accounts for Use of Moneys in the
Tax Increment Fund. Subject to the prior application and lien in favor of the Senior
Obligations, all Tax Revenues in the Tax Increment Fund shall be set aside by the Trustee in
each Bond Year when and as received in the following respective special accounts within the
Tax Increment Fund (each of which is hereby created and each of which the Agency hereby
covenants and agrees to cause to be maintained with the Trustee so long as the Bonds shall be
Outstanding hereunder), in the following order of priority (except as otherwise provided in
subsection (b) below):
(1) Interest Account;
(2) Principal Account;
(3) Term Bonds Sinking Account;
(4) Reserve Account; and
(5) Expense Account.
All moneys in each of such accounts shall be held in trust by the Trustee and shall be
applied, used and withdrawn only for the purposes hereinafter authorized in this Section 5.03.
(a) Interest Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Interest Account an amount of money which, together with any money contained
therein, is equal to the aggregate amount of the interest becoming due and payable on all
Outstanding Bonds on the Interest Payment Dates in such Bond Year. 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 Interest Payment
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Dates in such Bond Year. All moneys in the Interest Account shall be used and withdrawn by
the Trustee 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).
(b) Principal Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Principal Account an amount of money which, together with any money contained
therein, is equal to the aggregate amount of principal becoming due and payable on all
Outstanding Serial Bonds on the Principal Payment Date in such Bond Year. No deposit need be
made into the Principal Account if the amount contained therein is at least equal to the aggregate
amount of principal of all Outstanding Serial Bonds becoming due and payable on the Principal
Payment Date in such Bond Year. All money in the Principal Account shall be used and
withdrawn by the Trustee solely for the purpose of paying principal of the Serial Bonds as they
shall become due and payable.
I In the event that there shall be insufficient money in the Tax Increment Fund to pay in
full all such principal and Sinking Account Installments due pursuant to Section 5.03(c) hereof in
such Bond Year, then the money available in the Tax Increment Fund shall be applied pro rata to
the payment of such principal and Sinking Account Installments in the proportion which all such
principal and Sinking Account Installments bear to each other.
(c) Term Bonds Sinking Account. The Trustee shall deposit in the Term Bonds
Sinking Account an amount of money which, together with any money contained therein, is
Q equal to the Sinking Account Installments payable on the Sinking Account Payment Date in such
Bond Year. No deposit need be made in the Term Bonds Sinking Account if the amount
contained therein is at least equal to the aggregate amount of all Sinking Account Installments
required to be made on the Sinking Account Payment Date in such Bond Year. All moneys in
the Term Bonds Sinking Account shall be used and withdrawn by the Trustee solely for the
purpose of purchasing or redeeming the Term Bonds in accordance with Section 2.04(c)hereof.
(d) Reserve Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Reserve Account such amount as may be necessary to maintain on deposit therein
an amount equal to the Reserve Account Requirement. No deposit need be made into the
Reserve Account so long as there shall be on deposit therein an amount equal to the Reserve
Account Requirement. All money in or credited to the Reserve Account shall be used and
withdrawn by the Trustee solely for the purpose of replenishing the Interest Account, the
Principal Account or the Term Bonds Sinking Account in such order, in the event of any
deficiency in any of such accounts occurring on any Interest Payment Date, Principal Payment
Date or Sinking Account Payment Date, or for the purpose of paying the interest on or the
principal of the Bonds in the event that no other money of the Agency is lawfully available
therefor, or for the retirement of all Bonds then Outstanding, except that for so long as the
Agency is not in default hereunder, any amount in the Reserve Account in excess of the Reserve
Account Requirement shall be transferred to the Tax Increment Fund.
On any date on which Bonds are defeased in accordance with Section 11.02 hereof, the
Trustee shall, if so directed in a Written Request of the Agency, transfer any moneys in the
Reserve Account in excess of the Reserve Account Requirement resulting from such defeasance
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IL to the entity or fund so specified in such Written Request of the Agency, to be applied to such
defeasance.
If at any time the Trustee fails to pay principal or interest due on any scheduled payment
date for the Bonds and any Parity Debt or withdraws funds from the Reserve Account to pay
principal and interest on the Bonds and any Parity Debt, the Trustee shall notify the Agency in
writing of such failure or withdrawal, as applicable.
[The Agency may, with the prior written consent of [INSURER], deposit any Qualified
Reserve Account Credit Instrument to the Reserve Account established for the Bonds in lieu of a
cash deposit into the Reserve Account.]
[EXEMPLAR BOND INSURER TERMS INCLUDED FOR REFERENCE; SUBJECT
TO CHANGE: The prior written consent of [INSURER] shall be a condition precedent to the
deposit of any Qualified Reserve Account Credit Instrument credited to the Reserve Account
established for Series 2015 Bonds in lieu of a cash deposit into the Reserve Account. Amounts
drawn under the [INSURER'S] Reserve Policy shall be available only for the payment of
scheduled principal and interest on the Series 2015 Bonds, respectively, when due.]
[EXEMPLAR BOND INSURER TERMS INCLUDED FOR REFERENCE; SUBJECT
TO CHANGE: The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in
accordance with the provisions of paragraph (a) of Section 12.15 hereof and to provide notice to
[INSURER] in accordance with the terms of the Reserve Policy at least five Business Days prior
to each date upon which interest or principal is due on the Series 2015 Bonds, respectively.
Where deposits are required to be made by the Agency with the Trustee to the debt service fund
for the Series 2015 Bonds, respectively, more often than semi-annually, the Trustee shall be
instructed to give notice to [INSURER] of any failure of the Agency to make timely payment in
full of such deposits within two Business Days of the date due.]
(e) Expense Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Expense Account such amount as may be necessary to pay from time to time
Compliance Costs as specified in a Written Request of the Agency setting forth the amounts. All
moneys in the Expense Account shall be applied to the payment of Compliance Costs, upon
presentation of a Written Request of the Agency setting forth the amounts, purposes, the names
of the payees and a statement that the amounts to be paid are proper charges against the Expense
Account. So long as any of the Bonds herein authorized, or any interest thereon, remain unpaid,
the moneys in the Expense Account shall be used for no purpose other than those required or
permitted by the Indenture and the Law.
Section 5.04 Investment of Moneys in Funds and Accounts. Moneys in the Tax
Increment Fund and the Interest Account, the Principal Account, the Term Bonds Sinking
Account and the Expense Account thereunder, upon the Written Request of the Agency, shall be
invested by the Trustee in Permitted Investments. If such instructions are not provided, the
Trustee shall invest such funds in Permitted Investments described in clause (6) of the definition
thereof. Moneys in the Interest Account representing accrued interest paid to the Agency upon
the initial sale and delivery of any Bonds and in the Reserve Account, upon the Written Request
of the Agency, shall be invested by the Trustee in Permitted Investments. Permitted Investments
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IC purchased with amounts on deposit in the Reserve Account shall have an average aggregate
weighted term to maturity of not greater than five (5) years; provided, however, that if such
investments may be redeemed at par so as to be available on each Interest Payment Date, any
amount in the Reserve Account may be invested in such redeemable Permitted Investments
maturing on any date on or prior to the final maturity date of the Bonds. The obligations in
which moneys in the Tax Increment Fund and the Interest Account, the Principal Account, the
Term Bonds Sinking Account and the Expense Account thereunder are so invested shall mature
prior to the date on which such moneys are estimated to be required to be paid out hereunder.
Any interest, income or profits from the deposits or investments of all other funds and accounts
held by the Trustee (other than the Expense Account and the Rebate Fund) shall be deposited in
the Tax Increment Fund. For purposes of determining the amount on deposit in any fund or
account held by the Trustee hereunder, all Permitted Investments credited to such fund or
account shall be valued at the lower of cost or the market price thereof (excluding accrued
interest and brokerage commissions, if any); provided that Permitted Investments credited to the
Reserve Account shall be valued at market value (exclusive of accrued interest and brokerage
I commissions, if any), and any deficiency in the Reserve Account resulting from a decline in
market value shall be restored to the Reserve Account Requirement no later than the next Bond
Year. Amounts in the funds and accounts held by the Trustee under the Indenture shall be
valued at least annually on the first day of [December] [after the principal payment has been
made].
The Agency acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Agency the right to receive brokerage
confirmations of security transactions as they occur, the Agency will not receive such
confirmations to the extent permitted by law. The Trustee will furnish the Agency periodic cash
transaction statements which shall include detail for all investment transactions made by the
Trustee hereunder.
The Trustee or any of its affiliates may act as agent, sponsor or advisor in connection
with any investment made by the Trustee hereunder.
Section 5.05 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Reserve Policy Payment and Reimbursement
Provisions. The following provisions shall govern in the event of a conflict with any contrary
provision of the Indenture.
(a) The Agency shall repay any draws under the Reserve Policy and pay all
related reasonable expenses incurred by [INSURER] and shall pay interest thereon from
the date of payment by [INSURER] at the Late Payment Rate. "Late Payment Rate"
means the lesser of (x) the greater of (i) the per annum rate of interest, publicly
announced from time to time by JPMorgan Chase Bank at its principal office in the City
of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime
Rate to be effective on the date such change is announced by JPMorgan Chase Bank)
plus %, and (ii) the then applicable highest rate of interest on the outstanding
[Series Bonds] and (y) the maximum rate permissible under applicable usury or
similar laws limiting interest rates. The Late Payment Rate shall be computed on the
basis of the actual number of days elapsed over a year of 360 days. In the event
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JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be
the publicly announced prime or base lending rate of such national bank as [INSURER]
shall specify. If the interest provisions of this subparagraph (b) shall result in an effective
rate of interest which, for any period, exceeds the limit of the usury or any other laws
applicable to the indebtedness created herein, then all sums in excess of those lawfully
collectible as interest for the period in question shall, without further agreement or notice
between or by any party hereto, be applied as additional interest for any later periods of
time when amounts are outstanding hereunder to the extent that interest otherwise due
hereunder for such periods plus such additional interest would not exceed the limit of the
usury or such other laws, and any excess shall be applied upon principal immediately
upon receipt of such moneys by [INSURER], with the same force and effect as if the
Agency had specifically designated such extra sums to be so applied and [INSURER] had
agreed to accept such extra payment(s) as additional interest for such later periods. In no
event shall any agreed-to or actual exaction as consideration for the indebtedness created
herein exceed the limits imposed or provided by the law applicable to this transaction for
the use or detention of money or for forbearance in seeking its collection.
(b) Repayment of draws and payment of expenses and accrued interest
thereon at the Late Payment Rate (collectively, "Policy Costs") shall commence in the
first month following each draw, and each such monthly payment shall be in an amount
at least equal to 1/12 of the aggregate of Policy Costs related to such draw.
(c) The obligation to pay Policy Costs shall be secured by a valid lien on all
revenues and other collateral pledged as security for the Series 2015 Bonds (subject only
to the priority of payment provisions set forth under the Indenture). Amounts in respect
of Policy Costs paid to [INSURER] shall be credited first to interest due, then to the
expenses due and then to principal due. As and to the extent that payments are made to
[INSURER] on account of principal due, the coverage under the Reserve Policy will be
increased by a like amount, subject to the terms of the Reserve Policy.
(d) All cash and investments in the Reserve Account shall be transferred to
the debt service fund for payment of debt service on the Series 2015 Bonds before any
drawing may be made on the Reserve Policy or any other Qualified Reserve Account
Credit Instrument credited to the Reserve Account in lieu of cash. Payment of any Policy
Costs shall be made prior to replenishment of any such cash amounts. Draws on all Credit
Facilities (including the Reserve Policy) on which there is available coverage shall be
made on a pro-rata basis (calculated by reference to the coverage then available
thereunder) after applying all available cash and investments in the Reserve Account.
Payment of Policy Costs and reimbursement of amounts with respect to other Credit
Facilities shall be made on a pro-rata basis prior to replenishment of any cash drawn from
the Reserve Account. For the avoidance of doubt, "available coverage means the
coverage then available for disbursement pursuant to the terms of the applicable
alternative credit instrument without regard to the legal or financial ability or willingness
of the provider of such instrument to honor a claim or draw thereon or the failure of such
provider to honor any such claim or draw.
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(e) Upon a failure to pay Policy Costs when due or any other breach of the
terms of this Section, [INSURER] shall be entitled to exercise any and all legal and
equitable remedies available to it, including those provided under the Indenture, other
than (i) acceleration of the maturity of the Series 2015 Bonds, if any, or (ii) remedies
which would adversely affect owners of the Series 2015 Bonds.
(f) The Authorizing Document shall not be discharged until all Policy Costs
owing to [INSURER] shall have been paid in full. The Agency's obligation to pay such
amounts shall expressly survive payment in full of the Series 2015 Bonds.
(g) The Agency shall include any Policy Costs then due and owing
[INSURER] in the calculation of the additional bonds test.
(h) The Agency will pay or reimburse [INSURER] any and all reasonable
charges, fees, costs, losses, liabilities and expenses which [INSURER] may pay or incur,
including,but not limited to, fees and expenses of attorneys, accountants, consultants and
auditors and reasonable costs of investigations, in connection with (i) any accounts
established to facilitate payments under the Reserve Policy, (ii) the administration,
enforcement, defense or preservation of any rights in respect of the Indenture or any
document executed in connection with the Series 2015 Bonds (the "Related
Documents"), including defending, monitoring or participating in any litigation or
proceeding (including any bankruptcy proceeding in respect of the Agency) relating to
Authorizing Document or any other Related Document, any party to the Indenture or any
other Related Document or the transactions contemplated by the Related Documents, (iii)
the foreclosure against, sale or other disposition of any collateral securing any obligations
under the Indenture or any other Related Document, if any, or the pursuit of any remedies
under the Indenture or any other Related Document, to the extent such costs and expenses
are not recovered from such foreclosure, sale or other disposition, (iv) any amendment,
waiver or other action with respect to, or related to the Indenture, the Reserve Policy or
any other Related Document whether or not executed or completed, or (v) any action
taken by [INSURER] to cure a default or termination or similar event (or to mitigate the
effect thereof) under the Indenture or any other Related Document; costs and expenses
shall include a reasonable allocation of compensation and overhead attributable to time of
employees of[INSURER] spent in connection with the actions described in clauses (ii)
through (v) above. [INSURER] reserves the right to charge a reasonable fee as a
condition to executing any amendment, waiver or consent proposed in respect of the
Indenture or any other Related Document. Amounts payable by the Agency hereunder
shall bear interest at the Late Payment Rate from the date such amount is paid or incurred
by [INSURER] until the date [INSURER] is paid in full
(i) The obligation of the Agency pay all amounts due to [INSURER] shall be
an absolute and unconditional obligation of the Agency and will be paid or performed
strictly in accordance with the provisions of this Section, irrespective of(i) any lack of
validity or enforceability of or any amendment or other modifications of, or waiver with
respect to the Series 2015 Bonds, the Indenture or any other Related Document, or (ii)
any amendment or other modification of, or waiver with respect to the Reserve Policy;
(iii) any exchange, release or non-perfection of any security interest in property securing
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the Series 2015 Bonds, the Indenture or any other Related Documents; (iv) whether or
not such Series 2015 Bonds are contingent or matured, disputed or undisputed, liquidated
or unliquidated; (v) any amendment, modification or waiver of or any consent to
departure from the Reserve Policy, the Indenture or all or any of the other Related
Documents; (vi) the existence of any claim, setoff, defense (other than the defense of
payment in full), reduction, abatement or other right which the Agency may have at any
time against the Trustee or any other person or entity other than the Bond Insurer,
whether in connection with the transactions contemplated herein or in any other Related
Documents or any unrelated transactions; (vii) any statement or any other document
presented under or in connection with the Reserve Policy proving in any and all respects
invalid, inaccurate, insufficient, fraudulent or forged or any statement therein being
untrue or inaccurate in any respect; or (viii) any payment by the Bond Insurer under the
Reserve Policy against presentation of a certificate or other document which does not
strictly comply with the terms of the Reserve Policy.
0) The Agency shall fully observe, perform, and fulfill each of the provisions
(as each of those provisions may be amended, supplemented, modified or waived with
the prior written consent of the Bond Insurer) of the Indenture applicable to it, each of the
provisions thereof being expressly incorporated into this Section by reference solely for
the benefit of[INSURER] as if set forth directly herein. No provision of the Indenture or
any other Related Document shall be amended, supplemented, modified or waived,
without the prior written consent of[INSURER], in any material respect or otherwise in a
manner that could adversely affect the payment obligations of the Agency hereunder or
the priority accorded to the reimbursement of Policy Costs under the Indenture.
(k) The Agency covenants to provide to [INSURER], promptly upon request,
any information regarding the Series 2015 Bonds or the financial condition and
operations of the Agency as reasonably requested by [INSURER]. The Agency will
permit [INSURER] to discuss the affairs, finances and accounts of the Agency or any
information [INSURER] may reasonably request regarding the security for the Series
2015 Bonds with appropriate officers of the Agency and will use commercially
reasonable efforts to enable [INSURER] to have access to the facilities, books and
records of the Agency on any Business Day upon reasonable prior notice.]
Section 5.06 Cost of Issuance Fund. Moneys deposited in the Costs of Issuance Fund
shall be held by the Trustee in trust and applied to the payment of Costs of Issuance upon a
Requisition of the Agency filed with the Trustee, which shall be in substantially the form
attached hereto as Exhibit B. Each such requisition shall be sufficient evidence to the Trustee of
the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.
In no event shall moneys from any other fund or account established hereunder be used to pay
Costs of Issuance. All payments from the Costs of Issuance Fund shall be reflected on the
Trustee's regular accounting statements. At the end of twelve months from the date of issuance
of the Bonds, or upon earlier receipt of a Written Order of the Agency stating that amounts in
such fund are no longer required for the payment of Costs of Issuance, such fund shall be
terminated and any amounts then remaining in such fund shall be transferred to each Agency
Trustee for deposit in the [tax increment fund] (or similarly purposed fund if named differently)
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in proportion to the original amount deposited in the Cost of Issuance Fund by such Agency
Trustee. The Trustee shall then close the Costs of Issuance Fund.
ARTICLE VI
COVENANTS OF THE AGENCY
Section 6.01 Punctual Payment. The Agency will punctually pay the principal of,
premium, if any, and the interest to become due with respect to the Bonds, in strict conformity
with the terms of the Bonds and of the Indenture and will faithfully satisfy, observe and perform
all conditions, covenants and requirements of the Bonds and of the Indenture.
Section 6.02 Against Encumbrances. The Agency will not mortgage or otherwise
encumber, pledge or place any charge upon any of the Tax Revenues, except as provided in the
Indenture, and will not issue any obligation or security superior to or on a parity with then
Outstanding Bonds payable in whole or in part from the Tax Revenues (other than Additional
Bonds in accordance with Section 4.01). The Agency shall refund outstanding Senior
Obligations on a basis senior to or on a parity with the Bonds only to the extent such refunding
would be permitted by Section 34177.5(a)(1) of the Dissolution Act.
Section 6.03 Extension or Funding of Claims for Interest. In order to prevent any
claims for interest after maturity, the Agency will not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any Bonds and will not,
directly or indirectly, be a party to or approve any such arrangements by purchasing or funding
said claims for interest or in any other manner. In case any such claim for interest shall be
extended or funded, whether or not with the consent of the Agency, such claim for interest so
extended or funded shall not be entitled, in case of default hereunder, to the benefits of the
Indenture, except subject to the prior payment in full of the principal of the Bonds then
Outstanding and of all claims for interest which shall not have been so extended or funded.
Section 6.04 Payment of Claims. Subject to the terms of the Dissolution Act, the
Agency will pay and discharge any and all lawful claims for labor,materials or supplies which, if
unpaid,might become a lien or charge upon the properties owned by the Agency or upon the Tax
Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might
impair the security of the Bonds; provided that nothing herein contained shall require the Agency
to make any such payments so long as the Agency in good faith shall contest the validity of any
such claims.
Section 6.05 Books and Accounts; Financial Statements. The Agency will keep
proper books of record and accounts, separate from all other records and accounts of the Agency,
in which complete and correct entries shall be made of all transactions relating to the Tax
Increment Fund. Such books of record and accounts shall at all times during business hours be
subject to the inspection of the Trustee (who shall have no duty to inspect) and the Owners of not
less than ten per cent (10%) of the aggregate principal amount of Bonds Outstanding or their
representatives authorized in writing.
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The Agency will prepare and file with the Trustee and the Bond Insurer annually, so long
as any Bonds are Outstanding, the audited financial statements of the Agency as part of the
Annual Report (as defined in the Continuing Disclosure Agreement), provided, however, that the
audited financial statements of the Agency may be submitted separately from the balance of the
Annual Report, and later than the date required for the filing of the Annual Report and as soon as
practicable if they are not available by that date, which audited financial statement shall include a
statement as to the manner and extent to which the Agency has complied with the provisions of
the Indenture as it relates to the funds and accounts established pursuant to the Indenture.
Section 6.06 Protection of Security and Rights of Owners. The Agency will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and defend
their rights against all claims and demands of all persons. From and after the sale and delivery of
any Bonds by the Agency, such Bonds shall be incontestable by the Agency.
Section 6.07 Payment of Taxes and Other Charges. The Agency will pay and
discharge all taxes, service charges, assessments and other governmental charges which may
hereafter be lawfully imposed upon the Agency or any properties owned by the Agency in the
Project Area, or upon the revenues therefrom, when the same shall become due; provided that
nothing herein contained shall require the Agency to make any such payments so long as the
Agency in good faith shall contest the validity of any such taxes, service charges, assessments or
other governmental charges.
Section 6.08 Amendment of Redevelopment Plan. The Agency will not amend the
Redevelopment Plan except as provided in this section and as permitted by the Law. If the
Agency proposes to amend the Redevelopment Plan, it shall cause to be filed with the Trustee a
Consultant's Report on the effect of such proposed amendment. If the Consultant's Report
concludes that Tax Revenues will not be materially reduced by such proposed amendment, the
Agency may undertake such amendment. If the Consultant's Report concludes that Tax
Revenues will be materially reduced by such proposed amendment, the Agency may not
undertake such proposed amendment. Notwithstanding the foregoing, the Agency must obtain
the Bond Insurer's prior written consent for any amendment of the Redevelopment Plan which
would (i) reduce the amount of Tax Revenues that may be received by the Agency or (ii) reduce
the period during which the Agency may collect Tax Revenues.
Section 6.09 Tax Revenues. The Agency shall comply with all requirements of the Law
to ensure the allocation and payment to it of the Tax Revenues, including without limitation the
timely filing of any necessary ROPS.
(a) The Agency shall manage its fiscal affairs in a manner so that it will have sufficient
Tax Revenues available under the Redevelopment Plan in the amounts and at the times required
to enable the Agency to pay the principal of, premium, if any and interest on the outstanding
Senior Obligations, and any parity debt thereof, and the Series 2015 Bonds and any Parity Debt
when due.
The Agency shall comply with all requirements of the Law to obtain the allocation and
payment to it of the Tax Revenues on its ROPS for each ROPS Period, and the timely filing
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i
thereof, all payments expected to be made to the Trustee in order to satisfy the requirements of
this Section 6.09.
[(b) The Agency hereby covenants that, for so long as the receipt of Tax Revenues
attributable to the Redevelopment Plan is subject to a tax increment limit under the Law, it will
annually review the total amount of Tax Revenues attributable to [each of its Project Areas]
remaining available to be received by the Agency under the applicable redevelopment plan of the
Redevelopment Plan. In the event that the Tax Revenues attributable to any Project Area and the
allocable debt service remaining to be paid on the Senior Obligations, and any parity debt
thereof, and the Series 2015 Bonds and any Parity Debt at any time equals or exceeds ninety
percent (90%) of the aggregate amount of Tax Revenues attributable to such Project Area which
the Agency is permitted to receive under the applicable Redevelopment Plan, the Agency will
either:
(1) deposit all future Tax Revenues attributable to each such Project Area not used to
pay current debt service with the [Trustee] in a special account to be applied for the sole purpose
of paying the principal of and interest on, or the redemption of, the Senior Obligations, and any
parity debt thereof, and the Series 2015 Bonds and any Parity Debt as they become due and
payable, notwithstanding anything herein to the contrary, which account shall be invested in non-
callable -Federal Securities and used for the payment of interest on and principal of and
redemption premiums, if any, on the Senior Obligations, and any parity debt thereof, and the
Series 2015 Bonds and any Parity Debt, or
(2) adopt a plan approved by an Independent Redevelopment Consultant which
demonstrates the Agency's continuing ability to pay debt service on the Senior Obligations, and
any parity debt thereof, and the Series 2015 Bonds and any Parity Debt. In determining the
amount to be deposited in escrow with the [Trustee], the Agency shall not take into account any
actual or projected interest earnings on the amounts so deposited.
The Agency agrees that the information provided to the [Trustee] in such Written
Agreement will be included in each annual report provided pursuant to the Continuing
Disclosure Agreement.
(c) Notwithstanding the foregoing, if legislation is adopted by the legislature of the
State of California eliminating the effective limit on the amount of taxes which can be allocated
to the Agency pursuant to the Law and the Redevelopment Plan, the deposit of Tax Revenues
attributable to any redevelopment plan of the Redevelopment Plan required by paragraph (b) of
this Section 6.09 for the purpose of paying the payment of debt service on the Senior
Obligations, and any parity debt thereof, and the Series 2015 Bonds and any Parity Debt shall no
longer be required.]
Section 6.10 Further Assurances. The Agency will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of the Indenture, and for the
better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided
in the Indenture.
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Section 6.11 Tax Covenants; Rebate Fund.
(a) The Agency covenants that it will not take any action, or fail to take any action, if
any such action or failure to take action would adversely affect the exclusion from gross income
of the interest on any of the Tax Exempt Bonds under Section 103 of the Code. Without limiting
the generality of the foregoing, the Agency shall comply with the requirements of the Tax
Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive
payment in full or defeasance of the Bonds.
(b) The Agency agrees that there shall be paid from time to time all amounts required
to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary,
proposed or final Treasury Regulations as may be applicable to the Tax Exempt Bonds from time
to time.
(c) The Trustee shall establish and maintain a fund separate from any other fund
established and maintained hereunder designated as the Rebate Fund. Notwithstanding any other
provision of the Indenture to the contrary, all amounts deposited into or on deposit in the Rebate
Fund shall be governed by this Section 6.11 and by the Tax Certificate (which is incorporated
herein by reference). The Agency shall cause to be deposited in the Rebate Fund the Rebate
Requirement as provided in the Tax Certificate. Subject to the provisions of this Section 6.11,
all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for
payment to the federal government of the United States of America from time to time in
accordance with the Tax Certificate. The Agency and the Owners shall have no rights in or
claim to such money.
(d) Upon the written direction of the Agency, the Trustee shall invest all amounts
held in the Rebate Fund in Permitted Investments, subject to the restrictions set forth in the Tax
Certificate.
(e) Upon receipt of the Rebate Instructions required to be delivered to the Trustee by
the Tax Certificate, the Trustee shall remit part or all of the balances held in the Rebate Fund to
the Trustee for payment to the federal government of the United States of America, as so
directed. In addition, if the Rebate Instructions so direct, the Trustee shall deposit moneys into
or transfer moneys out of the Rebate Fund from or into such accounts or funds as the Rebate
Instructions direct. Any funds remaining in the Rebate Fund after redemption and payment of all
of the Tax Exempt Bonds and payment of any required rebate amount, or provision made
therefor satisfactory to the Trustee, shall be withdrawn and remitted to the Agency.
(f) The Trustee shall have no obligation to pay any amounts required to be remitted
pursuant to this Section 6.11, other than from moneys held in the funds and accounts created
under the Indenture or from other moneys provided to it by the Agency.
(g) The Trustee shall conclusively be deemed to have complied with the provisions of
this Section 6.11 if it follows the directions of the Agency set forth in the Rebate Instructions,
and shall not be required to take any actions thereunder in the absence of Rebate Instructions
from the Agency.
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(h) Notwithstanding any other provision of the Indenture, the obligation of the
Agency to remit or cause to be remitted any required rebate amount to the United States
government and to comply with all other requirements of this Section 6.11 and the Tax
Certificate shall survive the defeasance or payment in full of the Tax Exempt Bonds.
(i) Notwithstanding any provision of this Section 6.11 to the contrary, if the Agency
shall provide to the Trustee an opinion of counsel of recognized standing in the field of law
relating to municipal bonds (and approved in writing by the Agency) to the effect that any action
required under this Section 6.11 is no longer required, or that some further or different action is
required, to maintain the exclusion from federal gross income of the interest on the Tax Exempt
Bonds pursuant to the Code, the Trustee and the Agency may conclusively rely on such opinion
in complying with the provisions of this Section 6.11, and the provisions hereof shall be deemed
to be modified to that extent.
Section 6.12 Compliance with the Dissolution Act. The Agency covenants that in
addition to complying with the requirements of Section 5.01 hereof, it will comply with all other
requirements of the Dissolution Act. Without limiting the generality of the foregoing, the
Agency covenants and agrees to file all required statements and seek all necessary successor
agency or an oversight board approvals required under the Dissolution Act to assure compliance
by the Agency with its covenants under the Indenture. Further, the Agency will take all actions
required under the Dissolution Act to include on its ROPS for each ROPS Period all payments
expected to be made to the Trustee in order to satisfy the requirements of the Indenture,
including any amounts required to pay principal and interest payments due on the [Senior
Obligations], Outstanding Bonds and any Parity Debt, any deficiency in the Reserve Account to
the full amount of the Reserve Account Requirement and any deficiency in the reserve accounts
under the indentures or loan agreements for the Senior Obligations, any Compliance Costs, and
any required debt service, reserve set-asides, and any other payments required under the
Indenture or similar documents pursuant to Section 34171(d)(1)(A) of the California Health and
Safety Code, so as to enable the County Auditor-Controller to distribute from the RPTTF
amounts to the Trustee for deposit in the Tax Increment Fund on each ROPS Distribution Date
amounts required for the Agency to pay the principal of, premium, if any, and the interest on the
Outstanding Bonds and any Parity Debt coming due in the respective ROPS Period. These
actions will include placing on the periodic ROPS for approval by the Oversight Board and the
DOF, to the extent necessary, the amounts to be held by the Successor Agency as a reserve until
the next ROPS Period, as contemplated by paragraph (1)(A) of subdivision (d) of Section 34171
of the Dissolution Act, that are necessary to provide for the payment of principal of, premium, if
any, and the interest under this Indenture when the next property tax allocation is projected to be
insufficient to pay all obligations due under this Indenture for the next payment due in the
following ROPS Period.
Section 6.13 Negative Pledge. The Agency may not create or allow to exist any liens
on Tax Revenues senior to (except as provided in the indentures or loan agreements securing the
Senior Obligations) or on a parity with the Series 2015 Bonds except as provided in Article IV
hereof [or as otherwise approved by the Bond Insurer]. The Agency shall refund outstanding
Senior Obligations on a basis senior to or on a parity with the Bonds only to the extent such
refunding would be permitted by Section 34177.5(a)(1) of the Dissolution Act.
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Section 6.14 Adverse Change in State Law. If, due to an adverse change in State law
resulting from legislation or the decision of a court of competent jurisdiction, the Agency
determines that it can no longer comply with Section 6.12, then the Agency shall immediately
notify the County Auditor-Controller and the Trustee in writing of such determination. The
Agency shall immediately seek a declaratory judgment or take other appropriate action in a court
of competent jurisdiction to determine the duties of all parties to the Indenture, including the
County Auditor-Controller and the Agency, with regard to the performance of Section 6.12 by
the Agency. The Trustee may, but is in no event obligated to, participate in the process of
seeking such declaratory judgment to protect its rights hereunder. Any reasonable fees and
expenses incurred by the Trustee (including, without limitation, legal fees and expenses) in
connection with such participation shall be borne by the Agency.
Section 6.15 Credits to Redevelopment Obligation Retirement Fund. The Agency
covenants, subject to the prior application and lien in favor of the Senior Obligations, to credit all
Tax Revenues withdrawn from the RPTTF by the County Auditor-Controller and remitted to the
Trustee for the payment of the Bonds and any Parity Debt to the Redevelopment Obligation
Retirement Fund established pursuant to Section 34170.5 of the California Health and Safety
Code.
Section 6.16 Compliance Costs. The Agency, to the fullest extent permitted by law,
shall pay the annual Compliance Costs, from amounts on deposit in the Expense Account,
including fees and disbursements of the consultants and professionals engaged in connection
with the Bonds, costs of the Agency and the Trustee payable from the RPTTF.
Section 6.17 Continuiniz Disclosure. The Agency hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Agreement.
Notwithstanding any other provision of the Indenture, failure of the Agency to comply with the
Continuing Disclosure Agreement shall not be considered an event of default; provided,
however, the Trustee, at the written request of any Participating Underwriter (as defined in the
Continuing Disclosure Agreement), or the Bondowners of at least 25% aggregate principal
amount of Bonds Outstanding, shall to the extent the Trustee is indemnified to its satisfaction
from and against any liability or expense related thereto, or any Bondowner or Beneficial Owner
may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the Agency to comply with its obligations under
this section and the Continuing Disclosure Agreement. For purposes of this section, "Beneficial
Owner" shall mean any person which has or shares the power, directly or indirectly, to make
investment decisions concerning ownership of any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries).
ARTICLE VII
THE TRUSTEE
Section 7.01 Appointment and Acceptance of Duties. The Trustee hereby accepts and
agrees to the trusts hereby created to all of which the Agency agrees and the respective Owners
of the Bonds,by their purchase and acceptance thereof, agree.
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Section 7.02 Duties,Immunities and Liability of Trustee.
(a) The Trustee shall, prior to an Event of Default, and after the curing or
waiver of all Events of Default which may have occurred, perform such duties and only
such duties as are specifically set forth in the Indenture, and no implied duties or
obligations shall be read into the Indenture against the Trustee. The Trustee shall, during
the existence of any Event of Default (which has not been cured or waived), exercise the
rights and powers vested in it by the Indenture, and use the same degree of care and skill
in their exercise as a reasonable individual would exercise or use under the circumstances
in the conduct of his own affairs.
(b) [Subject to Section 12.15,] the Agency may, in the absence of an Event of
Default, and upon receipt of an instrument or concurrent instruments in writing signed by
the Owners of not less than a majority in aggregate principal amount of the Bonds then
Outstanding (or their attorneys duly authorized in writing) [or upon receipt of a written
request of the Bond Insurer stating good cause, or upon receipt of a written request of any
Bond Insurer following an Event of Default (irrespective of cause)], or if at any time the
Trustee shall cease to be eligible in accordance with subsection (e) of this section, or shall
become incapable of acting, or shall commence a case under any bankruptcy, insolvency
or similar law, or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take control or charge of the Trustee or its property or affairs for the
purpose of rehabilitation, conservation or liquidation, shall, remove the Trustee by giving
written notice of such removal to the Trustee, and thereupon the Agency shall promptly
appoint a successor Trustee by an instrument in writing.
(c) The Trustee may, subject to (d) below, resign by giving written notice of
such resignation to the Agency [and the Bond Insurer] and by giving notice of such
resignation by mail, first class postage prepaid, to the Owners at the addresses listed in
the Bond Register. Upon receiving such notice of resignation, the Agency shall promptly
appoint a successor Trustee by an instrument in writing, [and shall notify the Bond
Insurer of such appointment].
(d) Any removal or resignation of the Trustee and appointment of a successor
Trustee shall become effective only upon acceptance of appointment by the successor
Trustee. If no successor Trustee shall have been appointed and shall have accepted
appointment within thirty (30) days of giving notice of removal or notice of resignation
as aforesaid, the resigning Trustee or any Owner (on behalf of himself and all other
Owners) may petition, at the expense of the Agency, any court of competent jurisdiction
for the appointment of a successor Trustee, and such court may thereupon, after such
notice (if any) as it may deem proper, appoint such successor Trustee. Any successor
Trustee appointed under the Indenture shall signify its acceptance of such appointment by
executing and delivering to the Agency and to its predecessor Trustee [and the Bond
Insurer] a written acceptan ce thereof, and thereupon such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the moneys, estates,
properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with
like effect as if originally named Trustee herein; but, nevertheless, at the written request
of the Agency or of the successor Trustee, such predecessor Trustee shall execute and
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CW deliver any and all instruments of conveyance or further assurance and do such other
things as may reasonably be required for fully and certainly vesting in and confirming to
such successor Trustee all the right, title and interest of such predecessor Trustee in and
g � p
to any property held by it under the Indenture and shall pay over, transfer, assign and
deliver to the successor Trustee any money or other property subject to the trusts and
conditions set forth herein. Upon request of the successor Trustee, the Agency shall
execute and deliver any and all instruments as may be reasonably required for fully and
certainly vesting in and confirming to such successor Trustee all such moneys, estates,
properties, rights, powers, trusts, duties and obligations. Upon acceptance of
appointment by a successor Trustee as provided in this subsection, such successor
Trustee shall mail a notice of the succession of such Trustee to the trusts hereunder by
first class mail, postage prepaid, to the Owners at their addresses listed in the Bond
Register.
(e) Any Trustee appointed under the provisions of this section shall be a trust
company or bank having the powers of a trust company or authorized to exercise trust
powers, having a corporate trust office in California, having (or in the case of a bank,
trust company or bank holding company which is a member of a bank holding company
system, the related bank holding company shall have) a combined capital and surplus of
at least fifty million dollars ($50,000,000), and subject to supervision or examination by
federal or state authority. If such bank, trust company or bank holding company
publishes a report of condition at least annually, pursuant to law or to the requirements of
any supervising or examining authority above referred to, then for the purpose of this
subsection the combined capital and surplus of such bank, trust company or bank holding
company shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this subsection, the Trustee shall resign
immediately in the manner and with the effect specified in this section.
(f) No provision in the Indenture shall require the Trustee to risk or expend its
own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder unless the Owners shall have offered to the Trustee security or
indemnity it deems reasonable, against the costs, expenses and liabilities that may be
incurred.
(g) In accepting the trust hereby created, the Trustee acts solely as Trustee for
the Owners and not in its individual capacity, and under no circumstances shall the
Trustee be liable in its individual capacity for the obligations evidenced by the Bonds.
(h) The Trustee makes no representation or warranty, express or implied, as to
the compliance with legal requirements of the use contemplated by the Agency of the
funds under the Indenture.
(i) The Trustee shall not be responsible for the recording or filing of any
document relating to the Indenture or of financing statements (or continuation statements
in connection therewith). The Trustee shall not be deemed to have made representations
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as to the security afforded thereby or as to the validity, sufficiency or priority of any such
document, collateral or security of the Bonds.
0) The Trustee shall not be deemed to have knowledge of any Event of
Default hereunder unless and until a Responsible Officer shall have actual knowledge
thereof at the Trustee's Principal Corporate Trust Office.
(k) The Trustee shall not be accountable for the use or application by the
Agency or any other party of any funds which the Trustee has released under the
Indenture.
(1) The Trustee shall provide a monthly accounting of all Funds held pursuant
to the Indenture to the Agency within fifteen (15) Business Days after the end of each
month and shall provide statements of account for each annual period beginning July 1
and ending June 30, within 90 days after the end of such period. Such accounting shall
show in reasonable detail all transactions made by the Trustee under the Indenture during
the accounting period and the balance in any Funds and accounts created under the
Indenture as of the beginning and close of such accounting period.
(m) All moneys received by the Trustee shall, until used or applied or invested
as herein provided, be held in trust for the purposes for which they were received but
need not be segregated from other funds except to the extent required by law.
(n) The permissive rights of the Trustee to do things enumerated in the
Indenture shall not be construed as a duty unless so specified herein.
(o) The Trustee may appoint and act through an agent and shall not be
responsible for any misconduct or negligence of any such agent appointed with due care.
Section 7.03 Merger or Consolidation. Any company into which the Trustee may be
merged or converted or with which it may be consolidated or any company resulting from any
merger, conversion or consolidation to which it shall be a party or any company to which the
Trustee may sell or transfer all or substantially all of its corporate trust business, provided such
company shall be eligible under subsection (e) of Section 7.02, shall succeed to the rights and
obligations of such Trustee without the execution or filing of any paper or any further act,
anything herein to the contrary notwithstanding.
Section 7.04 Compensation. The Agency shall pay to the Trustee a reasonable
compensation for its services rendered hereunder and reimburse the Trustee for reasonable
expenses, disbursements and advances, including attorney's and agent's fees and expenses,
incurred by the Trustee in the performance of its obligations hereunder.
The Agency agrees, to the extent permitted by law, to indemnify the Trustee and its
officers, directors, employees, attorneys and agents for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its part arising out of or
in connection with (i) the acceptance or administration of the trusts imposed by the Indenture,
including performance of its duties hereunder, including the costs and expenses of defending
itself against any claims or liability in connection with the exercise or performance of any of its
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powers or duties hereunder(ii) the Bonds; (iii) the sale of any Bonds and the carrying out of any
of the transactions contemplated by the Bonds; or (iv) any untrue statement of any material fact
or omission to state a material fact necessary to make the statements made, in light of the
circumstances under which they were made, not misleading in any official statement or other
disclosure document utilized by the Agency or under its authority in connection with the sale of
the Bonds. The Agency's obligations hereunder with respect to indemnity of the Trustee and the
provision for its compensation set forth in this Article shall survive and remain valid and binding
notwithstanding the maturity and payment of the Bonds, or the resignation, or removal of the
Trustee.
The Trustee shall have no responsibility for or liability in connection with assuring that
all of the procedures or conditions to closing set forth in the contract of purchase for sale of the
Bonds are satisfied, or that all documents required to be delivered on the closing date to the
parties are actually delivered, except its own responsibility to receive or deliver the proceeds of
the sale, deliver the Bonds and other certificates expressly required to be delivered by it and its
counsel.
Section 7.05 Liability of Trustee. The recitals of facts herein and in the Bonds
contained shall be taken as statements of the Agency, and the Trustee does not assume any
responsibility for the correctness of the same, and does not make any representations as to the
validity or sufficiency of the Indenture or of the Bonds, and shall not incur any responsibility in
respect thereof, other than in connection with the duties or obligations herein or in the Bonds
assigned to or imposed upon it; provided, that the Trustee shall be responsible for its
representations contained in its certificate of authentication on the Bonds. The Trustee shall not
be liable in connection with the performance of its duties hereunder except for its own
negligence or willful misconduct. The Trustee (in its individual or any other capacity) may
become the Owner of Bonds with the same rights it would have if it were not Trustee hereunder,
and, to the extent permitted by law, may act as depository for and permit any of its officers,
directors and employees to act as a member of, or in any other capacity with respect to, any
committee formed to protect the rights of Owners, whether or not such committee shall represent
the Owners of a majority in principal amount (or any lesser amount that may direct the Trustee in
accordance with, and as provided in, the provisions of the Indenture) of the Bonds then
Outstanding. The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Bond Insurer or the Owners of a
majority in principal amount (or any lesser amount that may direct the Trustee in accordance
with, and as provided in, the provisions of the Indenture) of the Outstanding Bonds relating to
the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, hereunder. Whether or not
therein expressly so provided, every provision of the Indenture or related documents relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to
the provisions of this Article. All indemnifications and releases from liability granted herein to
the Trustee shall extend to the directors, officers, employees and agents of the Trustee.
Section 7.06 Right to Rely on Documents. The Trustee may rely on and shall be
protected in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, opinion, bond or other paper or document reasonably believed by it to be
genuine and to have been signed or presented by the proper party or parties. The Trustee may
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consult with counsel, who may be counsel of or to the Agency, with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection for any
action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.
Whenever in the administration of the trusts imposed upon it by the Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by
an Officer's Certificate, and such Certificate shall be full warrant to the Trustee for any action
taken or suffered or omitted in good faith under the provisions of the Indenture in reliance upon
such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of
such matter or may require such additional evidence as to it may seem reasonable.
The Trustee shall be entitled to advice of counsel and other professionals concerning all
matters of trust and its duty hereunder, but the Trustee shall not be answerable for the
professional malpractice of any attorney-at-law or certified public accountant in connection with
the rendering of his professional advice in accordance with the terms of the Indenture, if such
attorney-at-law or certified public accountant was selected by the Trustee with due care.
Section 7.07 Preservation and Inspection of Documents. All documents received by
the Trustee under the provisions of the Indenture shall be retained in its possession and shall be
subject at all reasonable times upon prior notice to the inspection of the Agency, [the Bond
Insurer] and the Owners of at least twenty-five percent (25%) of the aggregate principal amount
of the Bonds, and their agents and representatives duly authorized in writing, at reasonable hours
and under reasonable conditions.
Section 7.08 Indemnity for Trustee. Before taking any action or exercising any rights
or powers under the Indenture, the Trustee may require that satisfactory indemnity be furnished
to it for the reimbursement of all costs and expenses which it may incur and to indemnify it
against all liability, except liability which may result from its negligence or willful misconduct,
by reason of any action so taken.
ARTICLE VIII
EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF
OF OWNERSHIP OF THE BONDS
Section 8.01 Execution of Instruments; Proof of Ownership. Any request, direction,
consent or other instrument in writing required or permitted by the Indenture to be signed or
executed by Owners may be in any number of concurrent instruments of similar tenor by
different parties and may be signed or executed by such Owners in Person or by agent appointed
by an instrument in writing. Proof of the execution of any such instrument and of the ownership
of the Bonds shall be sufficient for any purpose of the Indenture and shall be conclusive in favor
of the Trustee with regard to any action taken, suffered or omitted by either of them under such
instrument if made in the following manner:
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(a) The fact and date of the execution by any Person of any such instrument
may be proved by the certificate of any officer in any jurisdiction who, by the laws
thereof, has power to take acknowledgments within such jurisdiction, to the effect that
the Person signing such instrument acknowledged before him the execution thereof, or by
an affidavit of a witness to such execution.
(b) The fact of the ownership of the Bonds under the Indenture by any Owner
and the serial numbers of such Bonds and the date of his ownership of the same shall be
proved by the Bond Register.
Nothing contained in this Article shall be construed as limiting the Trustee to such proof,
it being intended that the Trustee may accept any other evidence of the matters in this Article
stated which to it may seem sufficient. Any request or consent of the Owner of any Bond shall
bind every future Owner of the same Bond and any Bond or Bonds issued in exchange or
substitution therefor or upon the registration of transfer thereof in respect of anything done by
the Trustee in pursuance of such request or consent.
ARTICLE IX
AMENDMENT OF THE INDENTURE
Section 9.01 Amendment by Consent of Owners. The Indenture and the rights and
obligations of the Agency and of the Owners may be amended at any time, [upon the written
consent of the Bond Insurer],by a Supplemental Indenture which shall become binding when the
written consents of the Owners of sixty per cent (60%) in aggregate principal amount of Bonds
Outstanding, exclusive of Bonds disqualified as provided in Section 9.02 are filed with the
Trustee. [The consent of the Bond Insurer, in place of Owner's consent, shall be sufficient so
long as the Bond Insurer's policy is not in default and secures payments on such requisite
ownership and, provided that] no such amendment shall (1) extend the maturity of or reduce the
interest rate on, or otherwise alter or impair the obligation of the Agency to pay the interest or
principal of, and premium, if any, at the time and place and at the rate and in the currency
provided herein of any Bond, without the express written consent of the Owner of such Bond, or
(2) permit the creation by the Agency of any mortgage, pledge or lien upon the Tax Revenues
superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the
Bonds, without the express written consent of the Owner of such Bond, or (3) reduce the
percentage of Bonds required for the written consent to any such amendment, without the
express written consent of the Owner of such Bond, or (4) modify the rights or obligations of the
Trustee without its prior written assent thereto.
The Indenture and the rights and obligations of the Agency and of the Owners may also
be amended at any time, [upon the written consent of the Bond Insurer], by a Supplemental
I Indenture which shall become binding upon adoption, without the consent of any Owners, but
only to the extent permitted by law and only for any one or more of the following purposes:
(a) To add to the covenants and agreements of the Agency in the Indenture
contained, other covenants and agreements thereafter to be observed, or to surrender any
right or power herein reserved to or conferred upon the Agency;
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(b) To make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in the Indenture,
or in regard to questions arising under the Indenture, as the Agency may deem necessary
or desirable and not inconsistent with the Indenture, and which shall not materially
adversely affect the interests of the Owners of the Bonds;
(c) To provide for the issuance of any Additional Bonds, and to provide the
terms and conditions under which such Additional Bonds may be issued, subject to and in
accordance with the provisions of Article IV;
(d) To modify, amend or supplement the Indenture in such manner as to
pennit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any
similar federal statute hereafter in effect, and to add such other terms, conditions and
provisions as may be permitted by said act or similar federal statute, and which shall not
materially adversely affect the interests of the Owners of the Bonds;
(e) To maintain the exclusion of interest on the Tax Exempt Bonds from gross
income for federal income tax purposes;
(f) To modify, amend or supplement the Indenture in such manner as to
conform to changes in the Dissolution Act so long as there is no material adverse effect to
holders of the Bonds; or
(g) To obtain a bond insurance policy or a rating on the Bonds.
Section 9.02 Disqualified Bonds. Bonds owned or held by or for the account of the
Agency or the City shall not be deemed Outstanding for the purpose of any consent or other
action or any calculation of Outstanding Bonds in this Article provided for, and shall not be
entitled to consent to, or take any other action in this Article provided for.
Section 9.03 Endorsement or Replacement of Bonds After Amendment. After the
effective date of any action taken as hereinabove provided, the Agency may determine that the
Bonds may bear a notation, by endorsement in form approved by the Agency, as to such action,
and in that case upon demand of the Owner of any Bond Outstanding at such effective date and
presentation of his Bond for the purpose at the office of the Trustee or at such additional offices
as the Trustee may select and designate for that purpose, a suitable notation as to such action
shall be made on such Bond. If the Agency shall so determine, new Bonds so modified as, in the
opinion of the Agency, shall be necessary to conform to such action shall be prepared and
executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective
date such new Bonds shall be exchanged at the office of the Trustee or at such additional offices
as the Trustee may select and designate for that purpose, without cost to each Owner, for Bonds
then Outstanding, upon surrender of such Outstanding Bonds.
Section 9.04 Amendment by Mutual Consent. The provisions of this Article shall not
prevent any Owner from accepting any amendment as to the particular Bonds held by him,
provided that due notation thereof is made on such Bonds.
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Section 9.05 Opinion of Counsel. The Trustee may request and conclusively accept an
opinion of counsel to the Agency that an amendment of the Indenture is in conformity with the
provisions of this Article.
Section 9.06 Notice to Ratinp, Agencies. The Agency shall provide each rating agency
rating the Bonds with a notice of any amendment to the Indenture pursuant to this Article and a
copy of any Supplemental Indenture at least 15 days in advance of its execution.
Section 9.07 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE: Transcript of Proceedings to Bond Insurer. The
Agency shall provide the Bond Insurer with a full transcript of the proceedings relating to the
execution and delivery of any Supplemental Indenture.]
ARTICLE X
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 10.01 Events of Default and Acceleration of Maturities. If one or more of the
following events (herein called "Events of Default") shall happen, that is to say:
(a) If default shall be made in the due and punctual payment of the principal
of, or premium, if any, on any Bond when and as the same shall become due and payable,
whether at maturity as therein expressed, by declaration or otherwise;
(b) If default shall be made in the due and punctual payment of the interest on
any Bond when and as the same shall become due and payable;
(c) If default shall be made by the Agency in the observance of any of the
agreements, conditions or covenants on its part in the Indenture or in the Bonds
contained, and such default shall have continued for a period of thirty (30) days after the
Agency shall have been given notice in writing of such default by the Trustee; provided,
however, that such default shall not constitute an Event of Default hereunder if the
Agency shall commence to cure such default within said 30-day period and thereafter
diligently and in good faith proceed to cure such default within a reasonable period of
time not to exceed 60 days after such notice [without the prior written consent of the
Bond Insurer]; or
(d) If the Agency shall file 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 if a court of competent jurisdiction shall approve a petition, filed
with or without the consent of the Agency, seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America, or if, under
the provisions of any other law for the relief or aid of debtors, any court of competent
jurisdiction shall assume custody or control of the Agency or of the whole or any
substantial part of its property;
then, and in each and every such case during the continuance of such Event of Default, [with the
written consent of the Bond Insurer], the Trustee may, and upon the written request of the
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Owners of not less than twenty-five per cent (25%) in aggregate principal amount of Bonds
Outstanding, shall, by notice in writing to the Agency, declare the principal of all of the Bonds
then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and payable. [For all
purposes under this Article X, the Bond Insurer is deemed to be an owner of one hundred percent
(100%) of the Insured Series 2015_Bonds unless the Bond Insurer is in default under the terms
of the Bond Insurance Policy.]
If at an time after the principal of the Bonds shall have been so declared due and
Y p p
payable, and before any judgment or decree for the payment of the money due shall have been
obtained or entered, the Agency shall deposit with the Trustee a sum sufficient to pay all
principal on the Outstanding Bonds and any Parity Debt matured prior to such declaration and all
matured installments of interest (if any) upon all the Bonds, with interest at the rate of ten per
cent (10%) per annum on such overdue installments of principal and interest, and the reasonable
expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the
payment of principal of and interest on the Outstanding Bonds and any Parity Debt due and
payable solely by reason of such declaration) shall have been made good or cured to the
satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been
made therefor, then, and in every such case, the Owners of at least twenty-five per cent (25%) in
aggregate principal amount of Bonds Outstanding, by written notice to the Agency and to the
Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration
and its consequences. No such rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair or exhaust any right or power consequent thereon.
[An Event of Default shall continue to exist under subsections (a) and (b) of this Section
10.01 after payment is made by the Bond Insurer when due, pursuant to the terms of the Bond
Insurance Policy.]
Section 10.02 Application of Funds Upon Acceleration. All money in the funds and
accounts provided for in the Indenture upon the date of the declaration of acceleration by the
Trustee as provided in Section 10.01, and subject to the prior application and lien in favor of the
Senior Obligations, all Tax Revenues thereafter received by the Agency hereunder, shall be
transmitted to the Trustee and shall be applied by the Trustee in the following order:
First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the
provisions of this Article, including reasonable compensation to its agents, attorneys and counsel
and then to the payment of the costs and expenses of the Owners in providing for the declaration
of such event of default, including reasonable compensation to their agents, attorneys and
counsel;
Second, upon presentation of the several Bonds, and the stamping thereon of the amount
of the payment if only partially paid, or upon the surrender thereof if fully paid, (A) to the
payment of the whole amount then owing and unpaid upon the Outstanding Bonds and any
Parity Debt for principal of, and interest on the Outstanding Bonds and any Parity Debt, with
interest on the overdue interest and principal at the rate of ten per cent (10%)per annum, and (B)
in case such money shall be insufficient to pay in full the whole amount so owing and unpaid
upon the Outstanding Bonds and any Parity Debt, then to the payment of such interest, principal,
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and interest on overdue interest and principal without preference or priority among such interest,
principal, and interest on overdue interest and principal, ratably to the aggregate of such interest,
principal, and interest on overdue interest and principal.
Section 10.03 Trustee to Represent Bondowners. The Trustee is hereby irrevocably
appointed (and the successive respective Owners of the Bonds, by taking and owning the same,
shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful
attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on
their behalf such rights and remedies as may be available to such Owners under the provisions of
the Bonds, the Indenture, the Law and applicable provisions of any other law. Upon the
occurrence and continuance of an Event of Default or other occasion giving rise to a right in the
Trustee to represent the Owners of the Bonds, the Trustee in its discretion may [with the consent
of the Bond Insurer], and upon the written request of the Owners of not less than twenty-five per
cent (25%) in aggregate principal amount of Bonds then Outstanding, and upon being
indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights
of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem
most effectual to protect and enforce any such right, at law or in equity, either for the specific
performance of any covenant or agreement contained herein, or in aid of the execution of any
power herein granted, or for the enforcement of any other appropriate legal or equitable right or
remedy vested in the Trustee or in such Owners under the Indenture, the Law or any other law.
All rights of action under the Indenture or the Bonds or otherwise may be prosecuted and
enforced by the Trustee without the possession of any of the Bonds or the production thereof in
any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee
shall be brought in the name of the Trustee for the benefit and protection of all the Owners of
such Bonds, subject to the provisions of the Indenture.
Section 10.04 Bondowners' Direction of Proceedings. The Owners of a majority in
aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument
or concurrent instruments in writing executed and delivered to the Trustee, to direct the method
of conducting all remedial proceedings taken by the Trustee hereunder; provided, that such
direction shall not be otherwise than in accordance with law and the provisions of the Indenture,
and that the Trustee shall have the right to decline to follow any such direction which in the
opinion of the Trustee would be unjustly prejudicial to Bondowners not parties to such direction.
Section 10.05 Limitation on Bondowners' Right to Sue. No Owner of any Bond shall
have the right to institute any suit, action or proceeding at law or in equity, for the protection or
enforcement of any right or remedy under the Indenture, the Law or any other applicable law
with respect to such Bond, unless (1) such Owner shall have given to the Trustee written notice
of the occurrence of an Event of Default; (2) the Owners of not less than twenty-five per cent
(25%) in aggregate principal amount of Bonds then Outstanding shall have made written request
upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or
proceeding in its own name; (3) such Owner or said Owners shall have tendered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with
such request; and (4) the Trustee shall have refused or omitted to comply with such request for a
period of sixty (60) days after such written request shall have been received by, and said tender
Ar 14
of indemnity shall have been made to,the Trustee.
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Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any
remedy hereunder or under law; it being understood and intended that no one or more Owner of
Bonds shall have any right in any manner whatever by his or their action to affect, disturb or
prejudice the security of the Indenture or the rights of any other Owners of Bonds, or to enforce
any right under the Indenture, the Law or other applicable law with respect to the Bonds, except
in the manner herein provided, and that all proceedings at law or in equity to enforce any such
right shall be instituted, had and maintained in the manner herein provided and for the benefit
and protection of all Owners of the Outstanding Bonds, subject to the provisions of the
Indenture.
Section 10.06 Non-Waiver. Nothing in this Article or in any other provision of the
Indenture, or in the Bonds, shall affect or impair the obligation of the Agency, which is absolute
and unconditional, to pay the principal of, and the interest on the Bonds to the respective Owners
of the Bonds at the respective dates of maturity, as herein provided, out of the Tax Revenues
pledged for such payment, or affect or impair the right of action, 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 and in the Indenture.
A waiver of any default or breach of duty or contract by any Owner shall not affect any
subsequent default or breach of duty or contract, or impair any rights or remedies on any such
subsequent default or breach. No delay or omission by any Owner to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein, and every power and remedy conferred
upon the Owners by the Law or by this Article may be enforced and exercised from time to time
and as often as shall be deemed expedient by the Owners.
If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned
or determined adversely to the Owners, the Trustee, the Agency and 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.
Section 10.07 Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Trustee or the Owners is intended to be exclusive of any other remedy. Every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised
without exhausting and without regard to any other remedy conferred by the Law or any other
law.
ARTICLE XI
DEFEASANCE
Section 11.01 Discharge of Indebtedness. (a) If(i) the Agency shall pay or cause to be
paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof
and the interest and premium, if any, thereon at the times and in the manner stipulated herein and
therein, and (ii) all other amounts due and payable hereunder shall have been paid, then the
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Owners shall cease to be entitled to the lien created hereby, and all agreements, covenants and
other obligations of the Agency hereunder shall thereupon cease, terminate and become void and
be discharged and satisfied. In such event,the Trustee shall execute and deliver to the Agency all
such instruments as may be necessary or desirable to evidence such discharge and satisfaction,
and the Trustee shall pay over or deliver to the Agency all money or securities held by it
pursuant hereto which are not required for the payment of the principal of and interest and
premium, if any, on the Bonds.
I
(b) Subject to the provisions of subsection (a) of this section, when any Bond shall
have been paid and if, at the time of such payment, the Agency shall have kept, performed and
observed all of the covenants and promises in such Bonds and in the Indenture required or
contemplated to be kept, performed and observed by it or on its part on or prior to that time, then
the Indenture shall be considered to have been discharged in respect of such Bond and such Bond
shall cease to be entitled to the lien created hereby, and all agreements, covenants and other
obligations of the Agency hereunder shall cease, terminate, become void and be completely
discharged and satisfied as to such Bond.
(c) Notwithstanding the discharge and satisfaction of the Indenture or the discharge
and satisfaction of the Indenture in respect of any Bond, those provisions of the Indenture
relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer
of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and
cancellation of Bonds, non-presentment of Bonds, and the duties of the Trustee in connection
with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the
Owners and the Trustee shall continue to be obligated to hold in trust any moneys or investments
then held by the Trustee for the payment of the principal of and interest and premium, if any, on
the Bonds, to pay to the Owners of the Bonds the funds so held by the Trustee as and when such
payment becomes due.
Section 11.02 Bonds Deemed to Have Been Paid. (a) If moneys shall have been set
aside and held by the Trustee for the payment or redemption of any Bond and the payment of the
interest thereon to the maturity or redemption date thereof, such Bond shall be deemed to have
been paid within the meaning and with the effect provided in Section 11.01 hereof. Any
Outstanding Bond shall prior to the maturity date or redemption date thereof be deemed to have
been paid within the meaning of and with the effect expressed in Section 11.01 hereof if-
(i) there shall have been deposited with the Trustee either (A) money in an
amount which shall be sufficient, or (B) Federal Securities, the principal of and the
interest on which when due, and without any reinvestment thereof, will provide moneys
which shall be sufficient to pay when due the interest to become due on such Bond on
and prior to the maturity date or redemption date thereof, as the case may be, and the
principal of and premium, if any, on such Bond, and
(ii) in the event such Bond is not by its terms subject to redemption within the
next succeeding 60 days, the Agency shall have given the Trustee in form satisfactory to
it irrevocable instructions to mail as soon as practicable, a notice to the owners of such
Bond that the deposit required by clause (i) above has been made with the Trustee and
that such Bond is deemed to have been paid in accordance with this section and stating
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the maturity date or redemption date upon which money is to be available for the
payment of the principal of and premium, if any, on such Bond.
Neither the money nor the Federal Securities deposited with the Trustee pursuant to this
subsection in connection with the deemed payment of Bonds, nor principal or interest payments
on any such Federal Securities, shall be withdrawn or used for any purpose other than, and shall
be held in trust for and pledged to, the payment of the principal of and, premium, if any, and
interest on such Bonds.
(b) No Bond shall be deemed to have been paid pursuant to clause (i)(B) of
subsection (a) of this section unless the Agency shall cause to be delivered (A) an executed copy
of a Verification Report with respect to such deemed payment, addressed to the Agency and the
Trustee, (B) a copy of the escrow agreement entered into in connection with the deposit pursuant
to clause (i)(B) of subsection (a) of this section resulting in such deemed payment, which escrow
agreement shall provide that no substitution of Federal Securities shall be permitted except with
other Federal Securities and upon delivery of a new Verification Report and no reinvestment of
Federal Securities shall be permitted except as contemplated by the original Verification Report
or upon delivery of a new Verification Report, and (C) a copy of an opinion of counsel of
recognized standing in the field of law relating to municipal bonds, dated the date of such
deemed payment and addressed to the Agency and the Trustee, to the effect that such Bond has
been paid within the meaning and with the effect expressed in the Indenture, and all agreements,
covenants and other obligations of the Agency hereunder as to such Bond have ceased,
terminated,become void and been completely discharged and satisfied.
(c) The Trustee is entitled to rely upon (i) an opinion of counsel of recognized
standing in the field of law relating to municipal bonds to the effect that the conditions precedent
to a deemed payment pursuant to clause (ii) of subsection (a) of this section have been satisfied,
and (ii) such other opinions, certifications and computations, of accountants or other financial
consultants concerning the matters described in paragraph (a)(i) of this section.
ARTICLE XII
MISCELLANEOUS
Section 12.01 Liability of Agency Limited to Tax Revenues. The Agency shall not be
required to advance any money derived from any source of income other than the Tax Revenues
for the payment of the principal of, and the interest on the Bonds or for the performance of any
covenants herein contained, other than the covenants contained in Section 6.11 hereof. The
Agency may, however, advance funds for any such purpose,provided that such funds are derived
from a source legally available for such purpose.
The Bonds are special obligations of the Agency and are payable, as to interest thereon
and principal thereof, exclusively from the Tax Revenues, and the Agency is not obligated to pay
them except from the Tax Revenues. All of the Bonds are equally secured by a pledge of, and
charge and lien upon, all of the Tax Revenues, and the Tax Revenues constitute a trust fund for
the security and payment of the principal of, and the interest on the Bonds, to the extent set forth
in the Indenture. The Bonds are not a debt of the City, the County, the State of California or any
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other political subdivision of the State, and neither said City, said State, said County nor any of
the State's other political subdivisions is liable therefor, nor in any event shall the Bonds be
payable out of any funds or properties other than those of the Agency pledged therefor as
provided in the Indenture. The Bonds do not constitute an indebtedness within the meaning of
any constitutional or statutory limitation or restriction, and neither the City Council members
acting for the Agency nor any persons executing the Bonds are liable personally on the Bonds by
reason of their issuance.
Section 12.02 Parties Interested Herein. Nothing in the Indenture, expressed or
implied, is intended to give to any person other than the Agency, the Trustee, [the Bond Insurer]
and the Owners any right, remedy or claim under or by reason of the Indenture. Any covenants,
stipulations, promises or agreements in the Indenture contained by and on behalf of the Agency
or any City Council member or officer or employee of the Agency shall be for the sole and
exclusive benefit of the Trustee, [the Bond Insurer] and the Owners.
Section 12.03 Unclaimed Moneys. Unclaimed Money. Anything contained herein to
the contrary notwithstanding, any money held by the Trustee in trust for the payment and
discharge of the interest on, or principal or prepayment premium, if any, of any Bond which
remains unclaimed for two (2) years after the date when such amounts have become payable, if
such money was held by the Trustee on such date, or for two (2) years after the date of deposit of
such money if deposited with the Trustee after the date such amounts have become payable shall
be paid by the Trustee to the Agency as its absolute property free from trust, and the Trustee
shall thereupon be released and discharged with respect thereto and the Owners shall look only
to the Agency for the payment of such amounts; provided, that before being required to make
any such payment to the Agency, the Trustee shall, at the expense of the Agency, give notice by
first class mail to all Owners and to the Securities Depository and the MSRB that such money
remains unclaimed and that after a date named in such notice, which date shall not be less than
sixty (60) days after the date of giving such notice, the balance of such money then unclaimed
will be returned to the Agency.
Section 12.04 Moneys Held for Particular Bonds. The money held by the Trustee for
the payment of the principal of or premium or interest on particular Bonds due on any date (or
portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and
pending such payment, be set aside on its books and held in trust by it for the Owners of the
Bonds entitled thereto, subject, however, to the provisions of Section 12.03 hereof, but without
any liability for interest thereon.
Section 12.05 Successor Is Deemed Included in All References to Predecessor.
Whenever in the Indenture either the Agency or any City Council member or officer or employee
thereof is named or referred to, such reference shall be deemed to include the successor to the
powers, duties and functions, with respect to the management, administration and control of the
affairs of the Agency, that are presently vested in the Agency or such City Council member,
officer or employee, and all the agreements, covenants and provisions contained in the Indenture
by or on behalf of the Agency or any City Council member, officer or employee thereof shall
bind and inure to the benefit of the respective successors thereof whether so expressed or not.
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Section 12.06 Execution of Documents by Owners. Any request, declaration or other
instrument which the Indenture may require or pen-nit to be executed by Owners may be in one
or more instruments of similar tenor, and shall be executed by Owners in person or by their
attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state or territory in which he
purports to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
The Trustee may nevertheless in its discretion require further or other proof in cases
where it deems the same desirable. The ownership of registered Bonds and the amount,
maturity, number and date of holding the same shall be proved by the registry books provided for
in Section 2.12.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond with respect to anything done by the Agency in good faith
and in accordance therewith.
Section 12.07 Waiver of Personal Liability. No City Council member or officer or
employee of the Agency shall be individually or personally liable for the payment of the
principal of, premium, if any, and the interest on the Bonds; but nothing herein contained shall
relieve any City Council member or officer or employee of the Agency from the performance of
any official duty provided by law.
Section 12.08 Acquisition of Bonds by Agency. All Bonds acquired by the Agency,
whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation.
Section 12.09 Destruction of Cancelled Bonds. Whenever in the Indenture provision is
made for return to the Agency of any Bonds which have been cancelled pursuant to the
provisions of the Indenture, the Agency may, by a Written Request of the Agency, direct the
Trustee to destroy such Bonds and furnish to the Agency a certificate of such destruction.
Section 12.10 Content of Certificates and Reports. Every certificate or report with
respect to compliance with a condition or covenant provided for in the Indenture shall include (a)
a statement that the person or persons making or giving such certificate or report have read such
covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or report are based; (c) a statement that, in the opinion of the
signers, they have made or caused to be made such examination or investigation as is necessary
to enable them to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (d) a statement as to whether, in the opinion of the signers, such
AV0 condition or covenant has been complied with.
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i
Any such certificate made or given by an officer of the Agency may be based, insofar as
it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless
such officer knows that the certificate or opinion or representations with respect to the matters
upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of
reasonable care should have known that the same were erroneous. Any such certificate or
opinion or representation made or given by counsel may be based, insofar as it relates to factual
matters information with respect to which is in the possession of the Agency, upon the certificate
or opinion of or representations by an officer or officers of the Agency, unless such counsel
knows that the certificate or opinion or representations with respect to the matters upon which
his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in exercise
of reasonable care should have known that the same were erroneous.
Section 12.11 Funds and Accounts. Any fund or account required by the Indenture to
be established and maintained by the Agency or the Trustee may be established and maintained
in the accounting records of the Agency or the Trustee either as a fund or an account, and may,
for the purposes of such records, any audits thereof and any reports or statements with respect
thereto, be treated either as a fund or as an account; but all such records with respect to all such
funds and accounts shall at all times be maintained in accordance with sound accounting
practices and with due regard for the protection of the security of the Bonds and the rights of the
Owners.
Section 12.12 Article and Section Headings and References. The headings or titles of
the several Articles and sections hereof, and the table of contents appended hereto, shall be
solely for convenience of reference and shall not affect the meaning, construction or effect of the
Indenture.
All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding articles, sections or subdivisions of the Indenture; and the words "herein,"
"hereof," "hereunder" and other words of similar import refer to the Indenture as a whole and not
to any particular article, section or subdivision hereof.
Section 12.13 Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof provided in the Indenture to be performed on the part of the Agency (or of the
Trustee) should be contrary to law, then such agreement or agreements, such covenant or
covenants, or such portions thereof, shall be null and void and shall be deemed separable from
the remaining agreements and covenants or portions thereof and shall in no way affect the
validity of the Indenture or of the Bonds; but the Owners shall retain all the rights and benefits
accorded to them under the Law or any other applicable provisions of law. The Agency hereby
declares that it would have entered into the Indenture and each and every other section,
paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the
issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections,
paragraphs, subdivisions, sentences, clauses or phrases of the Indenture or the application thereof
to any person or circumstance maybe held to be unconstitutional,unenforceable or invalid.
Section 12.14 Notices. All notices required to be given hereunder to the Agency, the
Trustee [and the Bond Insurer], shall be sent to the following addresses:
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Agency: Successor Agency to the Redevelopment Agency
of the City of San Bernardino
300 N.D. Street, 6t'Floor
San Bernardino, California 92418
Attention: Successor Agency Manager
Trustee: U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
[Bond Insurer:] [
Attention:
Re: Policy No.
Telephone:
Telecopier:
In each case in which notice or other
communication refers to an Event of Default,then
a copy of such notice or other communication
shall also be sent to the attention of the General
Counsel and shall be marked to indicate
"URGENT MATERIAL ENCLOSED."]
Section 12.15 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Bond Insurance Payment and Reimbursement
Provisions. The following provisions shall govern in the event of a conflict with any contrary
provision of the Indenture.
If, on the third Business Day prior to the related scheduled interest payment date or
principal payment date ("Payment Date") there is not on deposit with the Trustee, after making
all transfers and deposits required under the Indenture, moneys sufficient to pay the principal of
and interest on the Insured Bonds due on such Payment Date, the Trustee shall give notice to the
Bond Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or
telecopy of the amount of such deficiency by 12:00 noon,New York City time, on such Business
Day. If, on the second Business Day prior to the related Payment Date, there continues to be a
deficiency in the amount available to pay the principal of and interest on the Insured Bonds due
on such Payment Date, the Trustee shall make a claim under the Bond Insurance Policy and give
notice to the Bond Insurer and the Bond Insurer's Fiscal Agent (if any) by telephone of the
amount of such deficiency, and the allocation of such deficiency between the amount required to
pay interest on the Insured Bonds and the amount required to pay principal of the Insured Bonds,
confirmed in writing to the Bond Insurer and the Bond Insurer's Fiscal Agent by 12:00 noon,
New York City time, on such second Business Day by filling in the form of Notice of Claim and
Certificate delivered with the Bond Insurance Policy.
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In accordance with each Agency Indenture, the Agency Trustee shall telephonically
notify the Trustee on 3rd Business Day and again 2nd Business day, confirmed by fax/email,
prior to each Interest Payment Date if there is an insufficiency of funds on deposit with the
Agency Trustee. The Trustee shall give the notice and claim to Bond Insurer if it has been
notified by the Agency Trustee of the insufficiency of funds on deposit with the Agency Trustee
for the upcoming payment to the Trustee.
The Trustee shall designate any portion of payment of principal on Insured Bonds paid by
the Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other
advancement of maturity, on its books as a reduction in the principal amount of Insured Bonds
registered to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a
replacement Bond to the Bond Insurer, registered in the name of , in a principal
amount equal to the amount of principal so paid (without regard to authorized denominations);
provided that the Trustee's failure to so designate any payment or issue any replacement Insured
Bond shall have no effect on the amount of principal or interest payable by the Agency on any
Insured Bond or the subrogation rights of the Bond Insurer.
The Trustee shall keep a complete and accurate record of all funds deposited by the Bond
Insurer into the Policy Payments Account (defined below) and the allocation of such funds to
payment of interest on and principal of any Insured Bond. The Bond Insurer shall have the right
to inspect such records at reasonable times upon reasonable notice to the Trustee.
Upon payment of a claim under the Bond Insurance Policy, the Trustee shall establish a
separate special purpose trust account for the benefit of Owners referred to herein as the "Policy
Payments Account" and over which the Trustee shall have exclusive control and sole right of
withdrawal. The Trustee shall receive any amount paid under the Bond Insurance Policy in trust
on behalf of Owners and shall deposit any such amount in the Policy Payments Account and
distribute such amount only for purposes of making the payments for which a claim was made.
Such amounts shall be disbursed by the Trustee to Owners in the same manner as principal and
interest payments are to be made with respect to the Insured Bonds under the sections hereof
regarding payment of Insured Bonds. It shall not be necessary for such payments to be made by
checks or wire transfers separate from the check or wire transfer used to pay debt service with
other funds available to make such payments. Notwithstanding anything herein to the contrary,
the Agency agrees to pay to the Bond Insurer (i) a sum equal to the total of all amounts paid by
the Bond Insurer under the Bond Insurance Policy (the "Insurer Advances"); and (ii) interest on
such Insurer Advances from the date paid by the Bond Insurer until payment thereof in full,
payable to the Bond Insurer at the Late Payment Rate per annum, each including from amounts
paid to the Agency to the extent allocable to unpaid debt service on the Series 2015 Bonds
(collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the lesser of
(a) the greater of(i) the per annum rate of interest, publicly announced from time to time by
JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base
lending rate (any change in such rate of interest to be effective on the date such change is
announced by JP Morgan Chase Bank) plus 3.00%, and (ii) the then applicable highest rate of
interest on the Insured Bonds and (b) the maximum rate permissible under applicable usury or
similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days. The Agency hereby covenants and agrees
that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Trust Estate
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and payable from such Trust Estate on a parity with debt service due on the Insured Bonds,
payable solely from the Trust Estate.
Funds held in the Policy Payments Account shall not be invested by the Trustee and may
not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in
the Policy Payments Account following a bond payment date shall promptly be remitted to the
Bond Insurer.
The Bond Insurer shall, to the extent it makes any payment of principal of or interest on
the Insured Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Bond Insurance Policy. Each obligation of the Agency to the
Bond Insurer under the Related Documents shall survive discharge or tennination of such
Related Documents.
The Agency shall pay or reimburse the Bond Insurer any and all charges, fees, costs and
expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the
administration, enforcement, defense or preservation of any rights or security in any Related
Document; (ii) the pursuit of any remedies under the Indenture or any other Related Document
or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect
to, or related to, the Indenture or any other Related Document whether or not executed or
completed, or (iv) any litigation or other dispute in connection with the Indenture or any other
Related Document or the transactions contemplated thereby, other than costs resulting from the
failure of the Bond Insurer to honor its obligations under the Bond Insurance Policy. The Bond
Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment,
waiver or consent proposed in respect of the Indenture or any other Related Document.
After payment of reasonable expenses of the Trustee, the application of funds realized
upon default shall be applied to the payment of expenses of the Agency only after the payment of
past due and current debt service on the Insured Bonds.
The Bond Insurer shall be entitled to pay principal or interest on the Insured Bonds that
shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Agency (as
such terms are defined in the Bond Insurance Policy) and any amounts due on the Insured Bonds
as a result of acceleration of the maturity thereof in accordance with the Indenture, whether or
not the Bond Insurer has received a Notice of Nonpayment (as such teens are defined in the
Bond Insurance Policy) or a claim upon the Bond Insurance Policy.
The rights granted to the Bond Insurer under the Indenture or any other Related
Document to request, consent to or direct any action are rights granted to the Bond Insurer in
consideration of its issuance of the Bond Insurance Policy. Any exercise by the Bond Insurer of
such rights is merely an exercise of the Bond Insurer's contractual rights and shall not be
construed or deemed to be taken for the benefit, or on behalf, of the Owners and such action does
not evidence any position of the Bond Insurer, affirmative or negative, as to whether the consent
of the Bondowners or any other person is required in addition to the consent of the Bond Insurer.
Amounts paid by the Bond Insurer under the Bond Insurance Policy shall not be deemed
paid for purposes of the Indenture and the Insured Bonds relating to such payments shall remain
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Outstanding and continue to be due and owing until paid by the Issuer in accordance with the
Indenture. The Indenture shall not be discharged unless all amounts due or to become due to the
Bond Insurer have been paid in full or duly provided for.
In determining whether any amendment, consent, waiver or other action to be taken, or
any failure to take action, under the Indenture would adversely affect the security for the Insured
Bonds or the rights of the Owners, the Trustee shall consider the effect of any such amendment,
consent, waiver, action or inaction as if there were no Bond Insurance Policy.
The Bond Insurer shall be deemed to be the sole holder of the Bond Insured for the
purpose of exercising any voting right or privilege or giving any consent or direction or taking
any other action that the holders of the Bonds insured by it are entitled to take pursuant to the
Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the
Trustee. Remedies granted to the Bondholders shall expressly include mandamus.
No contract shall be entered into or any action taken by which the rights of the Bond
Insurer or security for or sources of payment of the Insured Bonds may be impaired or prejudiced
in any material respect except upon obtaining the prior written consent of the Bond Insurer.
Any interest rate exchange agreement ("Swap Agreement") entered into by the Agency
with respect to the Series 2015 Bonds shall meet the following conditions: (i) the Swap
Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets
then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the
next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or
multiplier component greater than 1.Ox unless there is a matching hedge arrangement which
effectively off-sets the exposure from any such element or component. Unless otherwise
consented to in writing by the Bond Insurer, any uninsured net settlement, breakage or other
termination amount then in effect shall be subordinate to debt service on the Insured Bonds and
on any debt on parity with the Bonds. The Agency shall not terminate a Swap Agreement unless
it demonstrates to the satisfaction of the Bond Insurer prior to the payment of any such
termination amount that such payment will not cause the Agency to be in default under the
Related Documents, including but not limited to, any monetary obligations thereunder. All
counterparties or guarantors to any Swap Agreement must have a rating of at least "A-" and
"AT' by Standard & Poor's (S&P") and Moody's Investors Service ("Moody's"). If the
counterparty or guarantor's rating falls below "A-" or "AT' by either S&P or Moody's, the
counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which
credit support annex shall be acceptable to the Bond Insurer. If the counterparty or the
guarantor's long term unsecured rating falls below"Baal" or"BBB+" by either Moody's or S&P,
a replacement counterparty or guarantor, acceptable to the Bond Insurer, shall be required.]
Section 12.16 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Bond Insurer Notice Provisions. The Bond
Insurer shall be provided with the following information by the Agency or Trustee, as the case
may be:
(i) Annual audited financial statements as part of the Annual Report (as
defined in the Continuing Disclosure Agreement), provided, however, that the audited
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financial statements of the Agency may be submitted separately from the balance of the
Annual Report, and later than the date required for the filing of the Annual Report and as
soon as practicable if they are not available by that date, and such other information, data
or reports as the Bond Insurer shall reasonably request from time to time;
(ii) Notice of any draw upon the Agency's Reserve Account within two
Business Days after knowledge thereof other than (i)withdrawals of amounts in excess of
the applicable Reserve Account Requirement and (ii) withdrawals in connection with a
refunding of the Insured Series 2015 Bonds;
(iii) Notice of any default known to the Trustee or Agency within five
Business Days after knowledge thereof;
(iv) Prior notice of the advance refunding or redemption of any of the Insured
Series 2015 Bonds, including the principal amount, maturities and CUSIP numbers
thereof;
(v) Notice of the resignation or removal of the Trustee and Bond Registrar
and the appointment of, and acceptance of duties by, any successor thereto;
(vi) Notice of the commencement of any proceeding by or against the Agency
commenced under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding");
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment of principal
of, or interest on, the Insured Series 2015 Bonds;
(viii) A full original transcript of all proceedings relating to the execution of any
amendment, supplement, or waiver to the Related Documents; and
(ix) All reports, notices and correspondence to be delivered to Bondowners
under the terms of the Related Documents.
In addition, to the extent that the Agency has entered into a continuing disclosure
agreement, covenant or undertaking with respect to the Insured Series 2015 Bonds, all
information furnished pursuant to such agreements shall also be provided to the Bond Insurer,
simultaneously with the furnishing of such information.
The Bond Insurer shall have the right to receive such additional information as it may
reasonably request.
Notwithstanding the foregoing, the Bond Insurer agrees to receive notice, and shall be
deemed to have received notice in satisfaction of the provisions set forth in this Section, by
filings made (or.caused to be made) by the Agency through the Electronic Municipal Market
Access website of the Municipal Securities Rulemaking Board (including in accordance with
Section 12.16(1)), currently located at http://emma.msrb.org. The Agency will use good faith
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efforts to provide notice (by first class mail or facsimile or electronic mail) of such filings to the
Bond Insurer.]
Section 12.17 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE: Bond Insurer as Third Party Beneficiary. The
Bond Insurer is hereby expressly made a third party beneficiary of the Indenture and each other
Related Documents.]
Section 12.18 California Law. The Indenture of Trust shall be construed and governed
in accordance with the laws of the State of California.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the Agency and the Trustee have entered into this Indenture
of Trust by their officers thereunto duly authorized as of the day and year first above written.
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
[Authorized Officer]
ATTEST:
By:
City Clerk of the City of San
Bernardino, acting for Successor Agency
to the Redevelopment Agency of the
City of San Bernardino
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
OHSUSA:762076270.1 [Signature page to Indenture]
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APPENDIX A
FORM OF BOND
No. $
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
TAX ALLOCATION REFUNDING BONDS
[SERIES 2015A][2015B (FEDERALLY TAXABLE)]
RATE OF
BOND DATE: MATURITY DATE: INTEREST: CUSIP NUMBER:
_, 2015 [December] 1, 20_
Registered Owner: CEDE & CO.
Principal Amount:
THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, a public body, corporate and politic, duly organized and
existing under and pursuant to the laws of the State of California (the "Agency"), for value
received hereby promises to pay to the registered owner specified above, or registered assigns,
on the maturity date set forth above (subject to any right of prior redemption hereinafter
mentioned) the principal sum set forth above in lawful money of the United States of America;
and to pay interest thereon at the interest rate per annum set forth above in like lawful money
from the date hereof. The interest on this Bond will be payable on [June] 1 and [December] 1 in
each year (each an "Interest Payment Date"), commencing on 1, 2015. The principal
hereof and redemption premium hereon, if any, are payable upon presentation and surrender
hereof at the Principal Corporate Trust Office (as defined in the Indenture) of U.S. Bank
National Association (together with any successor as trustee under the Trust Agreement
hereinafter mentioned, the "Trustee"). Interest hereon is payable by check, mailed by first class
mail, on each interest payment date to the owner whose name appears on the Bond Register
maintained by the Trustee as of the close of business on the fifteenth day of the month preceding
the month in which the interest payment date occurs (the "Record Date"), except with respect to
defaulted interest for which a special record date will be established; provided, that in the case of
an owner of one million dollars ($1,000,000) or more in aggregate principal amount of Bonds,
upon written request of such owner to the Trustee received not later than the Record Date, such
interest shall be paid on the interest payment date in immediately available funds by wire
transfer. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
This Bond is a duly authorized issue of Successor Agency to the Redevelopment Agency
of the City of San Bernardino Tax Allocation Refunding Bonds, Series [2015A][2015B
(Federally Taxable)] (the `Bonds"), limited in aggregate principal amount to $ all of
like tenor and date (except for such variations, if any, as may be required to designate varying
numbers, maturities, interest rates or redemption provisions), all issued under the provisions of
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the Community Redevelopment Law of the State of California, as amended including, without
limitation, by Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section
34170) (the "Law"), and pursuant to the provisions of the Indenture of Trust, dated as of
1, 2015, by and between the Agency and U.S. Bank National Association, as trustee (the
"Indenture").
Simultaneously with the issuance of the Series [2015A][2015B] Bonds, the Agency is
issuing its Successor Agency to the Redevelopment Agency of the City of San Bernardino Tax
Allocation Refunding Bonds, Series [2015A][2015B (Federally Taxable)] (the "Series
[2015A][2015B] Bonds"), in the aggregate principal amount of $ The Series
[2015A][2015B] Bonds are on a parity with the Series [2015A][2015B] Bonds. Pursuant to and
as more particularly provided in the Indenture, Additional Bonds may be issued by the Agency
payable from Tax Revenues as provided in the Indenture.
All Bonds are equally and ratably secured in accordance with the terms and conditions of
the Indenture, and reference is hereby made to the Indenture, to any resolutions supplemental
thereto and to the Law for a description of the terms on which the Bonds are issued, for the
provisions with regard to the nature and extent of the security provided for the Bonds and of the
nature, extent and manner of enforcement of such security, and for a statement of the rights of
the registered owners of the Bonds; and all the terms of the Indenture and the Law are hereby
incorporated herein and constitute a contract between the Agency and the registered owner from
time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by
his acceptance hereof, consents and agrees. Each registered owner hereof shall have recourse to
all the provisions of the Law and the Indenture and shall be bound by all the terms and
conditions thereof.
The Bonds are issued to provide funds to aid in refunding outstanding bonds of the
Agency as more particularly described in the Indenture. The Bonds are special obligations of the
Agency and are payable, as to interest thereon, principal thereof and any premiums upon the
redemption thereof, exclusively from the Tax Revenues (as that term is defined in the Indenture
and herein called the "Tax Revenues"), and the Agency is not obligated to pay them except from
the Tax Revenues. The Bonds are equally secured by a pledge of, and charge and lien upon, the
Tax Revenues, and the Tax Revenues constitute a trust fund for the security and payment of the
principal of,premium, if any, and the interest on the Bonds.
The Agency hereby covenants and warrants that, for the payment of the principal of,
premium, if any, and the interest on this Bond and all other Bonds issued under the Indenture
when due, there has been created and will be maintained by the Trustee a special fund into which
Tax Revenues shall be deposited, as provided in the Indenture, and as an irrevocable charge the
Agency has allocated the Tax Revenues solely to the payment of the principal of, premium, if
any, and the interest on the Bonds to the extent set forth in the Indenture, and the Agency will
pay promptly when due the principal of, premium, if any, and the interest on this Bond and all
other Bonds of this issue out of said special fund, all in accordance with the terms and provisions
set forth in the Indenture.
The Bond shall be subject to redemption on the dates, in the amounts and in the manner
provided therefor in the Indenture.
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Q011 If an event of default, as defined in the Indenture, shall occur, the principal of all Bonds
may be declared due and payable upon the conditions, in the manner and with the effect provided
in the Indenture; except that the Indenture provides that in certain events such declaration and its
consequences may be rescinded by the registered owners of at least twenty-five per cent (25%)
in aggregate principal amount of the Bonds then Outstanding.
The Bonds are issuable only in the form of fully registered Bonds in the denomination of
$5,000 or any integral multiple thereof(not exceeding the principal amount of Bonds maturing at
any one time). The owner of any Bond or Bonds may surrender the same at the above-
mentioned office of the Trustee in exchange for an equal aggregate principal amount of fully
registered Bonds of any other authorized denominations, in the manner, subject to the conditions
and upon the payment of the charges provided in the Indenture.
This Bond is transferable, as provided in the Indenture, only upon a register to be kept for
that purpose at the above-mentioned office of the Trustee by the registered owner hereof in
person, or by his duly authorized attorney, upon surrender of this Bond together with a written
instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his
duly authorized attorney, and thereupon a new fully registered Bond or Bonds, in the same
aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in
the Indenture, and upon payment of the charges therein prescribed. The Agency and the Trustee
may deem and treat the person in whose name this Bond is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of, the interest hereon and
principal hereof and redemption premium, if any, hereon and for all other purposes, and the
Agency and the Trustee shall not be affected by any notice to the contrary.
The rights and obligations of the Agency and of the registered owners of the Bonds may
be amended at any time in the manner, to the extent and upon the terms provided in the
Indenture, but no such amendment shall (1) extend the maturity of this Bond, or reduce the
interest rate hereon, or otherwise alter or impair the obligation of the Agency to pay the interest
hereon or principal hereof or any premium payable on the redemption hereof at the time and
place and at the rate and in the currency provided herein, without the express written consent of
the registered owner of this Bond, or (2) permit the creation by the Agency of any mortgage,
pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created
in the Indenture for the benefit of the Bonds and all additional tax allocation bonds authorized by
the Indenture or (3) reduce the percentage of Bonds required for the written consent to an
amendment of the Indenture, or (4) modify any rights or obligations of the Trustee without its
prior written assent thereto; all as more fully set forth in the Indenture.
This Bond is not a debt of the City of San Bernardino, the County of San Bernardino, the
State of California or any other political subdivision of the State, and neither said City, said
State, said County nor any of the State's other political subdivisions is liable therefor, nor in any
event shall this Bond be payable out of any funds or properties other than those of the Agency
pledged therefor as provided in the Indenture. This Bond does not constitute an indebtedness
within the meaning of any constitutional or statutory limitation or restriction, and neither the City
Council members acting for the Agency nor any persons executing the Bonds are liable
Qw, personally on this Bond by reason of its issuance.
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This Bond shall not be entitled to any benefits under the Indenture or become valid or
obligatory for any purpose until the certificate of authentication and registration hereon endorsed
shall have been signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened and have been performed in due time, form and manner as required by law and that the
amount of this Bond, together with all other indebtedness of the Agency, does not exceed any
limit prescribed by the Constitution or laws of the State of California, and is not in excess of the
amount of Bonds permitted to be issued under the Indenture.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the Trustee for registration of 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.
Capitalized undefined terms used herein shall have the meanings ascribed thereto in the
Indenture.
[Remainder of page intentionally left blank]
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IL IN WITNESS WHEREOF, the Successor Agency to the Redevelopment Agency of the
City of San Bernardino has caused this Bond to be executed in its name and on its behalf by its
City [Director of Finance], acting for Successor Agency to the Redevelopment Agency of the
City of San Bernardino and attested by its City Clerk, acting for Successor Agency to the
Redevelopment Agency of the City of San Bernardino, and has caused this Bond to be dated as
of the date above written.
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By
Director of Finance of the City[ ] Y of San Bernardino,
acting for the Successor Agency to the
Redevelopment Agency of the City of San
Bernardino
ATTEST:
City Clerk of the City of San Bernardino,
acting for Successor Agency to the
Redevelopment Agency of the City of San
Bernardino
OHSUSA:762076270.1 A-5
5-5
[FORM OF TRUSTEE CERTIFICATE OF AUTHENTICATION
AND REGISTRATION TO APPEAR ON BONDS]
This is one of the Bonds described in the within- mentioned Indenture which has been
authenticated and registered on the date set forth below.
DATED:
U.S. BANK NATIONAL ASSOCIATION, as
trustee
By:
Authorized Officer
[FORM OF ASSIGNMENT TO APPEAR ON BONDS]
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned registered
Bond and do(es) hereby irrevocably constitute and appoint
attorney to transfer the same on the bond register of the Trustee, with full power of substitution
in the premises.
Date:
Note: The signature(s)to this Assignment must
correspond with the names) as written on the
face of the within registered Bond in every
particular, without alteration or enlargement or
any change whatsoever.
Signature Guaranteed:
Notice: Signature must be guaranteed by an
eligible guarantor institution.
OHSUSA:762076270.1 A-6
5-5
`i APPENDIX B
SCHEDULE OF SEMI-ANNUAL AND ANNUAL INTEREST AND
PRINCIPAL PAYMENTS OF THE SERIES 2015 BONDS
SERIES 2015A BONDS
Annual Interest and Principal Payments:
Period
Ending Principal Interest Debt Service
Semi-Annual Interest and Principal Payments:
Period Annual Debt
Ending Principal Interest Debt Service Service
OHSUSA;762076270.1 B-1
5-5
SERIES 2015B BONDS
Annual Interest and Principal Payments:
Period
Ending Principal Interest Debt Service
Semi-Annual Interest and Principal Payments:
Period Annual Debt
Ending Principal Interest Debt Service Service
OHSUSA:762076270.1 B-2
5-5
CONTINUING DISCLOSURE CERTIFICATE
This CONTINUING DISCLOSURE CERTIFICATE (this "Disclosure Certificate") is executed and
delivered by the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the
"Successor Agency") in connection with the execution and delivery of the [Successor Agency to the
Redevelopment Agency of the City of San Bernardino, Tax Allocation Refunding Bonds, Series A and
Successor Agency to the Redevelopment Agency of the City of San Bernardino, Tax Allocation Refunding
Bonds, Series B (Taxable)] (collectively,the"Bonds"). The Bonds are being executed and delivered pursuant
to an Indenture of Trust, dated as of , 2015, by and between the Successor Agency and U.S.
Bank National Association,as trustee(the"Indenture").
The Successor Agency covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and
delivered by the Successor Agency for the benefit of the holders and beneficial owners of the Bonds and in
order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
Section 2. Definitions. In addition to the definitions set forth above and in the Indenture,which apply
to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the
following capitalized terms shall have the following meanings:
"Annual Report" means any Annual Report provided by the Successor Agency pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Annual Report Date" means the date that is nine months after the end of the Successor Agency's
fiscal year(currently March 31 based on the Successor Agency's fiscal year end of June 30).
"Dissemination Agent" means the Successor Agency, or any successor Dissemination Agent
designated in writing by the Successor Agency and which has filed with the Successor Agency a written
acceptance of such designation.
"Listed Events"means any of the events listed in Section 5(a)of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the
Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule,
or any other repository of disclosure information that may be designated by the Securities and Exchange
Commission as such for purposes of the Rule in the future.
"Official Statement" means the final official statement executed by the Successor Agency in
connection with the issuance of the Bonds.
"Participating Underwriter"means Stifel,Nicolaus & Company, Inc., the original underwriter of the
Bonds required to comply with the Rule in connection with offering of the Bonds.
"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934,as it may be amended from time to time.
Section 3.Provision of Annual Reports.
(a) The Successor Agency shall, or shall cause the Dissemination Agent to, not later than the
Annual Report Date,commencing [March 31,2016] with the report for the 2014-15 fiscal year,provide to the
MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the
requirements of Section 4 of this Disclosure Certificate; provided, however, that delivery of the Official
Statement for the Bonds may constitute the annual report for 2014-15 fiscal year. Not later than 15 Business
Days prior to the Annual Report Date, the Successor Agency shall provide the Annual Report to the
Dissemination Agent(if other than the Successor Agency). If by 15 Business Days prior to the Annual Report
Date the Dissemination Agent (if other than the Successor Agency) has not received a copy of the Annual
Report, the Dissemination Agent shall contact the Successor Agency to determine if the Successor Agency is
in compliance with the previous sentence. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may include by reference other information as provided in
Section 4 of this Disclosure Certificate;provided that the audited financial statements of the Successor Agency
may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if
not available by that date. If the Successor Agency's fiscal year changes, it shall give notice of such change in
the same manner as for a Listed Event under Section 5(c). The Successor Agency shall provide a written
certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual
Report constitutes the Annual Report required to be furnished by the Successor Agency hereunder.
(b) If the Successor Agency does not provide (or cause the Dissemination Agent to provide) an
Annual Report by the Annual Report Date, the Successor Agency shall provide (or cause the Dissemination
Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially
the form attached as Exhibit A.
(c) With respect to each Annual Report,the Dissemination Agent shall:
(i) determine each year prior to the Annual Report Date the then-applicable rules and
electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports;and
(ii) if the Dissemination Agent is other than the Successor Agency, file a report with the
Successor Agency certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,
and stating the date it was provided.
Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference
the following:
(a) The Successor Agency's audited financial statements prepared in accordance with generally
accepted accounting principles as promulgated to apply to governmental entities from time to time by the
Governmental Accounting Standards Board. If the Successor Agency's audited financial statements are not
available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a
format similar to the financial statements contained in the final Official Statement, and the audited financial
statements shall be filed in the same manner as the Annual Report when they become available.
(b) Unless otherwise provided in the audited financial statements Bled on or before the Annual
Report Date, financial information and operating data with respect to the Successor Agency for the preceding
fiscal year,substantially similar to that provided in the corresponding tables in the Official Statement:
(i) Principal amount of Bonds outstanding.
(ii) Description of issuance by the Successor Agency of any debt payable from or
secured by a pledge of Tax Revenues in the Project Areas (as defined in the Official Statement) in the most
recently completed fiscal year(including details as to date,amount,term,rating and insurance).
(iii) The assessed value of property in each Project Area for the most recently completed
fiscal year in the form of[Table I] in the Official Statement.
(iv) The ten largest local secured property taxpayers in the Project Areas in the form of
[Table 3]to the Official Statement.
(v) The coverage ratio provided by Tax Revenues in each Project Area with respect to
debt service on the Bonds and any Parity Bonds for the most recently completed fiscal year only, in the form
of [Table 10] in the Official Statement, without any requirement to update any projected Tax Revenues set
forth in [Table 10].
(vi) The cumulative tax increment allocated to the Successor Agency as of June 30 of the
most recently completed fiscal year in the Project Area; provided however, that in the event
legislation is enacted by the California legislature pursuant to which tax increment limits within former
redevelopment plans are of no force or effect with respect to payment of debt service on bonds, then the
Successor Agency shall provide notice of such enactment and thereafter shall no longer be required to include
information regarding cumulative increment pursuant to this Section 4(b)(vi).
(c) In addition to any of the information expressly required to be provided under this Disclosure
Certificate, the Successor Agency shall provide such further material information,if any, as may be necessary
to make the specifically required statements, in the light of the circumstances under which they are made, not
misleading.
(d) Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the Successor Agency or related public entities, which are
available to the public on the MSRB's Internet web site or filed with the Securities and Exchange Commission.
The Successor Agency shall clearly identify each such other document so included by reference.
Section 5.Reporting of Significant Events.
(a) The Successor Agency shall give, or cause to be given,notice of the occurrence of any of the
following Listed Events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non payment related defaults,if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers,or their failure to perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB)
or other material notices or determinations with respect to the tax status of the
security,or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders,if material.
(8) Bond calls,if material,and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if
material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the Successor Agency or
other obligated person.
(13) The consummation of a merger,consolidation,or acquisition involving the Successor
Agency or an obligated person, or the sale of all or substantially all of the assets of
the Successor Agency or an obligated person (other than in the ordinary course of
business), the entry into a definitive agreement to undertake such an action, or the
termination of a definitive agreement relating to any such actions, other than
pursuant to its terms,if material.
(14) Appointment of a successor or additional trustee or the change of name of a trustee,
if material.
(b) Whenever the Successor Agency obtains knowledge of the occurrence of a Listed Event, the
Successor Agency shall, or shall cause the Dissemination Agent(if not the Successor Agency) to, file a notice
of such occurrence with the MSRB,in an electronic format as prescribed by the MSRB,in a timely manner not
in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice
of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the
Indenture.
(c) The Successor Agency acknowledges that the events described in subparagraphs (a)(2),
(a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of this Section 5 contain the qualifier"if
material" and that subparagraph (a)(6) also contains the qualifier "material" with respect to certain notices,
determinations or other events affecting the tax status of the Bonds. The Successor Agency shall cause a
notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it
determines the event's occurrence is material for purposes of U.S. federal securities law. Whenever the
Successor Agency obtains knowledge of the occurrence of any of these Listed Events, the Successor Agency
will as soon as possible determine if such event would be material under applicable federal securities law. If
such event is determined to be material, the Successor Agency will cause a notice to be filed as set forth in
paragraph(b)above.
(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar
officer for the Successor Agency in a proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the Successor Agency, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but subject to the supervision and
orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Successor Agency.
Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB
under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The Successor Agency's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of
the Bonds. If such termination occurs prior to the final maturity of the Bonds,the Successor Agency shall give
notice of such termination in the same manner as for a Listed Event under Section 5(c).
Section 8. Dissemination Agent. The Successor Agency may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may
discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial
Dissemination Agent shall be . Any Dissemination Agent may resign by providing 30 days'
written notice to the Successor Agency.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate,
the Successor Agency may amend this Disclosure Certificate, and any provision of this Disclosure Certificate
may be waived,provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a),4 or 5(a),it may only be
made in connection with a change in circumstances that arises from a change in legal requirements, change in
law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of
business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the
primary offering of the Bonds,after taking into account any amendments or interpretations of the Rule, as well
as any change in circumstances;and
(c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the
manner provided in the Indenture for amendments to the Indenture with the consent of holders,or(ii) does not,
in the opinion of nationally recognized bond counsel,materially impair the interests of the holders or beneficial
owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended
operating data or financial information shall explain, in narrative form,the reasons for the amendment and the
impact of the change in the type of operating data or financial information being provided.
If an amendment is made to this Disclosure Certificate modifying the accounting principles to be
followed in preparing financial statements, the Annual Report for the year in which the change is made shall
present a comparison between the financial statements or information prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles. The comparison
shall include a qualitative discussion of the differences in the accounting principles and the impact of the
change in the accounting principles on the presentation of the financial information, in order to provide
information to investors to enable them to evaluate the ability of the Successor Agency to meet its obligations.
To the extent reasonably feasible,the comparison shall be quantitative.
A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a
Listed Event under Section 5(c).
Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent
the Successor Agency from disseminating any other information,using the means of dissemination set forth in
this Disclosure Certificate or any other means of communication, or including any other information in any
Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Certificate. If the Successor Agency chooses to include any information in any Annual Report or
notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Certificate, the Successor Agency shall have no obligation under this Disclosure Certificate to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 11. Default. If the Successor Agency fails to comply with any provision of this Disclosure
Certificate,the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions
as may be necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the Successor Agency to comply with its obligations under this Disclosure Certificate. A default under
this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy
under this Disclosure Certificate in the event of any failure of the Successor Agency to comply with this
Disclosure Certificate shall be an action to compel performance.
Section 12. Duties Immunities and Liabilities of Dissemination Agent. (a)The Dissemination Agent
shall have only such duties as are specifically set forth in this Disclosure Certificate,and the Successor Agency
agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents,harmless
against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance
of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending
against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to
it by the Successor Agency hereunder, and shall not be deemed to be acting in any fiduciary capacity for the
Successor Agency, the Bond holders or any other party. The obligations of the Successor Agency under this
Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
(b) The Dissemination Agent shall be paid compensation by the Successor Agency for its services
provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be
reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the
performance of its duties hereunder.
Section 13.Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Successor
Agency, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from
time to time of the Bonds,and shall create no rights in any other person or entity.
Section 14.Counterparts. This Disclosure Certificate may be executed in several counterparts,each of
0 which shall be regarded as an original,and all of which shall constitute one and the same instrument.
Date: ,2015
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
AGREED AND ACCEPTED:
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO,
as Dissemination Agent
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Successor Agency to the Redevelopment Agency of the City of San
Bernardino
Name of Issue: Successor Agency to the Redevelopment Agency of the City of San
Bernardino, Tax Allocation Refunding Bonds, Series A; and Successor
Agency to the Redevelopment Agency of the City of San Bernardino, Tax
Allocation Refunding Bonds, Series B (Taxable)
Date of Issuance: ,2014
NOTICE IS HEREBY GIVEN that the Successor Agency has not provided an Annual Report with
respect to the above-named Bonds as required by the Indenture of Trust, dated as of , 2015, by
and between the Successor Agency and U.S. Bank National Association, as trustee. The Successor Agency
anticipates that the Annual Report will be filed by
Dated:
DISSEMINATION AGENT:
By:
Stradling Yocca Carlson &Rauth
5114115 Draft
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
TAX ALLOCATION REFUNDING BONDS
Series 2015A(Tax-Exempt) Series 2015B (Federally Taxable)
BOND PURCHASE AGREEMENT
2015
Successor Agency to the Redevelopment Agency
of the City of San Bernardino
300 North D Street, 6th Floor
San Bernardino, CA 92418
Ladies and Gentlemen:
The undersigned, Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting in
its capacity as a principal and not as an agent or fiduciary, offers to enter into this bond purchase
agreement (the "Purchase Agreement") with the Successor Agency to the Redevelopment Agency of
the City of San Bernardino (the "Agency"), which will be binding upon the Agency and the
Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance
by the Agency by execution of this Purchase Agreement and its delivery to the Underwriter on or
before 5:00 p.m., California time, on the date hereof All terms used herein and not otherwise
defined shall have the respective meanings given to such terms in the Indenture (as hereinafter
defined).
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements hereinafter set forth, the Agency hereby agrees to sell to
the Underwriter, and the Underwriter hereby agrees to purchase from the Agency, all (but not less
than all) of the: (i) $ aggregate principal amount of the Successor Agency to the
Redevelopment Agency of the City of San Bernardino Tax Allocation Refunding Bonds, Series
2015A (Tax Exempt) (the "2015A Bonds"); and (ii) $ aggregate principal amount of
the Successor Agency to the Redevelopment Agency of the City of San Bernardino Tax Allocation
Refunding Bonds, Series 2015B (Federally Taxable) (the "2015B Bonds," and together with the
2015A Bonds, the "Bonds," or individually, a"Series of Bonds"). The purchase price for each Series
of Bonds shall be as shown on Appendix A hereto.
[Concurrently with the issuance of the Bonds, the Agency will purchase an insurance policy
[or policies] guaranteeing the scheduled payment of principal of and the interest when due on the
[Insured Series 2015_ fu Bonds] (the "Bond Insurance Policy") and a debt service reserve fund surety
(the "Reserve Policy") to be issued by [Insurer] (the "Insurer"). In connection with the Closing (as
defined below),the Underwriter agrees to wire $ to the Insurer as an accommodation to
the Agency as payment of the premiums on the Bond Insurance Policy and the Reserve Policy.]
The Agency acknowledges and agrees that: (i)the purchase and sale of the Bonds pursuant to
this Purchase Agreement is an arm's-length commercial transaction between the Agency and the
Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures
leading up to the consummation of such transaction, the Underwriter is and has been acting solely as
principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities
Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary
responsibility in favor of the Agency with respect to the offering contemplated hereby or the
discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter
has provided other services or is currently providing other services to the Agency on other matters);
and (iv) the Agency has consulted its own legal, financial and other advisors to the extent it has
deemed appropriate.
2. Description of the Bonds. The Bonds shall be issued pursuant to an Indenture of
Trust (the "Indenture"), dated as of , 2015, by and between the Agency and U.S. Bank
National Association, as trustee (the "Trustee"). Both Series of Bonds shall be issued pursuant to
Part 1, Division 24 of the California Health and Safety Code (the "Law") and Article 11 of Chapter 3
of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act"), and a resolution of
the Agency adopted May 18, 2015 (the "Agency Resolution"). The issuance of the Bonds was
approved by the Oversight Board for the Agency (the "Oversight Board") by resolution on May 19,
2015 (the "Oversight Board Resolution").
The Bonds shall be as described in the Indenture and the Official Statement, as defined
herein, relating to the Bonds. The net proceeds of the Bonds will be used (i) to refund and defease
the Agency's previously issued obligations listed in Exhibit B hereto. Such obligations are
collectively referred to herein as the "Refunded Obligations." In connection with such refunding, the
Agency, as successor to the Redevelopment Agency of the City of San Bernardino, will enter into an
Escrow Deposit and Trust Agreement (the "Escrow Agreement"), dated as of , 2015, by
and between the Agency and U.S. Bank National Association, as escrow bank(the "Escrow Bank").
3. Public Offering. The Underwriter agrees to make a bona fide public offering of all
the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto
and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter
reserves the right to change the public offering prices (or yields) as they deem necessary in
connection with the marketing of the Bonds, provided that the Underwriter shall not change the
interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers at
prices lower than such initial public offering prices.
4. Delivery of Official Statement. The Agency has delivered or caused to be delivered
to the Underwriter prior to the execution of this Purchase Agreement copies of the Preliminary
Official Statement relating to the Bonds (the "Preliminary Official Statement"). Such Preliminary
Official Statement, except for omissions permitted under Rule 15c2-12 promulgated under the
Securities Exchange Act of 1934 (the "Rule"), is the official statement deemed final by the Agency
for purposes of the Rule and approved for distribution by resolution of the Agency.
The Agency hereby agrees to deliver or cause to be delivered to the Underwriter, not later
than the earlier of: (i)the business day preceding the Closing Date (as defined herein); or (ii)the
seventh (7th) business day following the date of this Purchase Agreement: (A)the form of the
Official Statement relating to the Bonds in "designated electronic format" (as defined in Municipal
2
Securities Rule Making Board ("MSRB") Rule G-32; and (B)copies of the Official Statement
relating to the Bonds, dated the date hereof, in the form of the Preliminary Official Statement, with
such changes thereto, as may be approved by the Underwriter(including the appendices thereto and
any amendments or supplements approved by the Agency and the Underwriter, the "Official
Statement"), in such quantity as the Underwriter shall reasonably request. The Agency hereby
approves of the distribution and use by the Underwriter of the Official Statement in connection with
the offer and sale of the Bonds. The Preliminary Official Statement and the Official Statement may
be delivered in printed and/or electronic form to the extent permitted by applicable rules of the
MSRB and as may be agreed by the Agency and the Underwriter. If the Official Statement is
prepared for distribution in electronic form, the Agency hereby confirms that it does not object to
distributions of the Official Statement in electronic form.
5. The Closing. At 8:00 a.m., California time, on , 2015 (the "Closing
Date"), or at such other time or on such earlier or later business day as shall have been mutually
agreed upon by the Agency and the Underwriter, the Agency will deliver: (i)the Bonds in book-entry
form; and (ii)the closing documents hereinafter mentioned at the offices of Orrick, Herrington &
Sutcliffe LLP ("Bond Counsel"), in Los Angeles, California, or another place to be mutually agreed
upon by the Agency and the Underwriter. The Underwriter will accept such delivery and pay the
purchase price of the Bonds as set forth in Section 1 hereof by federal wire transfer to the order of
the Trustee on behalf of the Agency. This payment and delivery, together with the delivery of the
aforementioned documents, is herein called the "Closing."
6. Agency Representations, Warranties and Covenants. The Agency represents,
warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The Agency is a public entity
validly existing under the laws of the State of California (the "State") with full right, power and
authority to adopt the Agency Resolution, to issue the Bonds and to execute, deliver and perform its
obligations under the Bonds, this Purchase Agreement, the Indenture, the Escrow Agreement and the
Continuing Disclosure Certificate, dated as of the Closing Date (collectively, the "Agency
Documents"), and to carry out and consummate the transactions contemplated by the Agency
Documents and the Official Statement.
(b) Due Authorization and Approval. By all necessary official action, the
Agency has duly adopted the Agency Resolution at a meeting properly noticed at which a quorum
was present and acting throughout and has duly authorized and approved the execution and delivery
of the Official Statement, and the execution and delivery of the performance by the Agency of the
obligations contained in the Agency Documents, and as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified or rescinded. When
executed and delivered by the Agency, and assuming due authorization and execution and delivery
by the counterparties thereto, the Agency Documents will constitute the legally valid and binding
obligations of the Agency enforceable in accordance with their respective terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or affecting creditors' rights generally, or by the exercise of
judicial discretion and the limitations on legal remedies against governmental agencies in the State
of California. The Agency has complied, and will at the Closing be in compliance in all respects,
with the terms of the Agency Documents.
3
(c) Official Statement, Accurate and Complete. The Preliminary Official
Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of
the Official Statement up to and including the Closing will be, true and correct in all material
respects, and the Preliminary Official Statement and the Official Statement do not contain and up to
and including the Closing will not contain a misstatement of any material fact and do not, and up to
and including the Closing will not omit any statement necessary to make the statements contained
therein, in the light of the circumstances in which such statements were made, not misleading
(except that this representation does not include statements under the captions "THE BONDS—
Annual Debt Service," statements under the caption "TAX MATTERS" that summarize the State
and federal tax law, and information relating to the Insurer, the Bond Insurance Policy, the Reserve
Policy,The Depository Trust Company or the book-entry only system).
(d) Underwriter's Consent to Amendments and Supplements to Official
Statement. The Agency will advise the Underwriter promptly of any proposal to amend or
supplement the Official Statement and will not effect or consent to any such amendment or
supplement without the consent of the Underwriter, which consent will not be unreasonably
withheld. The Agency will advise the Underwriter promptly of the institution of any proceedings
known to it by any governmental agency prohibiting or otherwise affecting the use of the Official
Statement in connection with the offering, sale or distribution of the Bonds.
(e) No Breach or Default. As of the time of acceptance hereof and as of the time
of the Closing, except as otherwise disclosed in the Official Statement, the Agency is not and will
0 not be in breach of or in default under any applicable constitutional provision, law or administrative
rule or regulation of the State or the United States, or any applicable judgment or decree or any trust
agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to
which the Agency is a party or is otherwise subject which breach or default has or will have a
material adverse effect on the Agency's ability to perform its obligations under the Agency
Documents, and no event has occurred and is continuing which, with the passage of time or the
giving of notice, or both, would constitute such a default or event of default under any such
instrument; and, as of such times, except as disclosed in the Official Statement, the authorization,
execution and delivery of the Agency Documents, and compliance with the provisions of each of
such agreements or instruments do not and will not in any material respect conflict with or constitute
a breach of or default under any applicable constitutional provision, law or administrative rule or
regulation of the State or the United States or any applicable judgment, decree, license, permit, trust
agreement, loan agreement, bond, note, resolution, ordinance agreement or other to which the
Agency (or any of its officers in their respective capacities as such) is subject, or by which it or any
of its properties is bound,nor will any such authorization, execution, delivery or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of its assets or properties or under the terms of any such law, regulation or
instrument, except as may be provided by the Agency Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing, except as
disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, government agency, public board or body, pending and
notice of which has been received by the Agency or to the best of the Agency's knowledge
threatened: (i) in any way questioning the corporate existence of the Agency or the titles of the
officers of the Agency to their respective offices; (ii) affecting, contesting or seeking to prohibit,
restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any
4
1100%, amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way
contesting or affecting the validity of the Bonds or the other Agency Documents or the
consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the
interest on the 2015A Bonds from taxation or contesting the powers of the Agency or its authority to
issue the Bonds; (iii)which may result in any material adverse change relating to the Agency;
(iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official
Statement or any supplement or amendment thereto or asserting that the Preliminary Official
Statement or the Official Statement contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; and(v)there is no basis
for any action, suit,proceeding, inquiry or investigation of the nature described in clauses(i)through
(iv) of this paragraph.
(g) Preliminary Official Statement. For purposes of the Rule, the Agency has
heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the
Underwriter, except for the information specifically permitted to be omitted by paragraph(b)(1) of
the Rule.
(h) End of Underwriting Period.eriod. Until the date which is twenty-five (25) days
after the "end of the underwriting period" (as hereinafter defined), if any event shall occur of which
the Agency is aware, as a result of which it may be necessary to supplement the Official Statement in
order to make the statements in the Official Statement, in light of the circumstances existing at such
time,not misleading, the Agency shall forthwith notify the Underwriter of any such event of which it
has knowledge and shall cooperate fully in furnishing any information available to it for any
supplement to the Official Statement necessary, in the Underwriter's opinion, so that the statements
therein as so supplemented will not be misleading in light of the circumstances existing at such time,
and the Agency shall promptly furnish to the Underwriter a reasonable number of copies of such
supplement. As used herein, the term "end of the underwriting period" means the later of such time
as: (i)the Agency delivers the Bonds to the Underwriter; or (ii)the Underwriter does not retain,
directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the
public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the "end
of the underwriting period" shall be the Closing Date. Any notice delivered pursuant to this
provision shall be written notice delivered to the Agency at or prior to the Closing Date and shall
specify a date (other than the Closing Date)to be deemed the "end of the underwriting period."
(i) Tax Exemption. The Agency will refrain from taking any action with regard
to which the Agency may exercise control that results in the inclusion in gross income for federal or
State of California income tax purposes of the interest on the 2015A Bonds or the inclusion in gross
income for State of California income purposes of the interest on the 2015B Bonds.
0) Prior Continuing Disclosure Undertaking. Except as disclosed in the Official
Statement, neither the Agency nor the City of San Bernardino has failed to comply with any prior
continuing disclosure undertaking in any material respects during the last five years.
(k) Oversight Board Approval. The Oversight Board has duly adopted the
Oversight Board Resolution approving the issuance of the Bonds and no further Oversight Board
approval or consent is required for the issuing of the Bonds or the consummation of the transactions
relating to the issuance of the Bonds described in the Preliminary Official Statement.
5
(1) Department of Finance Approval. No further Department of Finance
approval or consent is required for the issuance of the Bonds or the consummation of the transactions
described in the Preliminary Official Statement. Except as disclosed in the Preliminary Official
Statement, the Agency is not aware of the Department of Finance directing or having any basis to
direct the San Bernardino County Auditor-Controller to deduct unpaid unencumbered funds from
future allocations of property tax to the Agency pursuant to Section 34183 of the Dissolution Act.
(m) Pledge. The defined terms used in this paragraph have the meaning given
them in the Indenture. The Bonds will be secured by a pledge of Tax Revenues, which excludes,
among other things, for each of the Senior Obligations: (1) the amount pledged under the applicable
indenture, loan agreement, reimbursement agreement or trust agreement underlying such Senior
Obligation (each, a "Senior Obligation Indenture") to make payments on such Senior Obligation,but
only to the extent required to make such payments; and(2) if there is no pledge under the applicable
Senior Obligation Indenture,the amount payable under such Senior Obligation Indenture.
7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in
reliance upon the representations, warranties and covenants herein and the performance by the
Agency of its obligations hereunder,both as of the date hereof and as of the date of the Closing. The
Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds shall be
subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and covenants
of the Agency contained herein shall be true, complete and correct at the date hereof and at the time
of the Closing, as if made on the date of the Closing.
(b) Executed Agreements and Performance Thereunder. At the time of the
Closing: (i)the Agency Documents shall be in full force and effect, and shall not have been
amended, modified or supplemented except with the written consent of the Underwriter; and
(ii)there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated by the Official Statement and the Agency
Documents.
(c) Termination Events. The Underwriter shall have the right to terminate the
Underwriter's obligations under this Purchase Agreement to purchase, to accept delivery of and to
pay for the Bonds by notifying the Agency of its election to do so if, after the execution hereof and
prior to the Closing, any of the following events occurs:
(i) the marketability of the Bonds or the market price thereof, in the
opinion of the Underwriter, has been materially adversely affected by an amendment to the
Constitution of the United States or by any legislation in or by the Congress of the United States or
by the State of California, or the amendment of legislation pending as of the date of this Purchase
Agreement in the Congress of the United States, or the recommendation to Congress or endorsement
for passage (by press release, other form of notice or otherwise) of legislation by the President of the
United States, the Treasury Department of the United States, the Internal Revenue Service or the
Chairman or ranking minority member of the Committee on Finance of the United States Senate or
the Committee on Ways and Means of the United States House of Representatives, or the proposal
for consideration of legislation by either such Committee or by any member thereof, or the
presentment of legislation by the staff of either such Committee, or by the staff of the Joint
6
Committee on taxation of the Congress of the United States, or the favorable reporting for passage of
legislation to either House of the Congress of the United States by a Committee of such House to
which such legislation has been referred for consideration, or any decision of any federal or state
court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the
United States Treasury Department, the Internal Revenue Service or other federal or state authority
affecting the federal or state tax status of the Agency, or the interest on bonds or notes (including the
Bonds); or
(ii) there shall exist any event which in the reasonable opinion of the
Underwriter either: (i) makes untrue or incorrect in any material respect any statement or
information contained in the Official Statement; or rr is not reflected in the Official Statement but
should be reflected therein to make the statements and information contained therein not misleading
in any material respect; or
(iii) there shall have occurred any new outbreak of hostilities or other
national or international calamity or crisis or the escalation of any such outbreak, calamity or crisis,
the effect of such outbreak, calamity, crisis or escalation on the financial markets of the United
States being such as would make it impracticable, in the reasonable opinion of the Underwriter, for
the Underwriter to sell the Bonds; or
(iv) there shall be in force a general suspension of trading on the New
York Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in
force, or maximum ranges for prices for securities shall have been required and be in force on the
New York Stock Exchange, whether by virtue of a determination by that Exchange or by orders of
the Securities and Exchange Commission or any other governmental authority; or
(v) a general banking moratorium shall have been declared by either
Federal, California or New York authorities having jurisdiction and be in force; or
(vi) there shall be established any new restrictions on transactions in
securities materially affecting the free market for securities (including the imposition of any
limitations on interest rates) or the extension of credit by, or the charge to the net capital
requirements of, underwriters established by the New York Stock Exchange, the Securities and
Exchange Commission, any other Federal or state agency or the Congress of the United States, or by
Executive Order; or
(vii) an adverse event has occurred affecting the financial condition or
operation of the Agency which, in the opinion of the Underwriter, requires or has required a
supplement or amendment to the Official Statement and (i) the Agency refuses to prepare and furnish
such disclosure material, or supplement or amendment to the Official Statement, or (ii) in the
reasonable judgment of the Underwriter, the occurrence of such event materially and adversely
affects the marketability of the Bonds or renders the enforcement of contracts for sale of the Bonds
impracticable; or
(viii) any rating of the securities of the Agency shall have been
downgraded, suspended or withdrawn by a national rating service, or there shall have been any
official statement by a national rating service as to a possible downgrading (such as being placed on
"credit watch" or "negative outlook" or any similar qualification), in either case which, in the
7
Underwriter's reasonable opinion, materially adversely affects the marketability or market price of
the Bonds; or
(ix) any legislation, ordinance,rule or regulation shall be introduced in, or
be enacted by any governmental-body, department or agency of the State, or a decision by any court
of competent jurisdiction within the State or any court of the United States shall be rendered which,
in the reasonable opinion of the Underwriter, materially adversely affects the market price of the
Bonds; or
(x) legislation shall be enacted by the Congress of the United States, or a
decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or
official statement by, or on behalf of, the Securities and Exchange Commission or any other
governmental agency having jurisdiction of the subject matter shall be issued or made to the effect
that the authentication, delivery, offering or sale of obligations of the general character of the Bonds,
or the authentication, delivery, offering or sale of the Bonds, including all underlying obligations, as
contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that
obligations of the general character of the Bonds, or the Bonds, are not exempt from registration
under, any provision of the federal securities laws, including the Securities Act of 1933, as amended
and as then in effect, or that either Indenture needs to be qualified under the Trust Indenture Act of
1939, as amended and as then in effect; or
(xi) the commencement of any action, suit or proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public board or body,
is pending or, to the best knowledge of the Agency after due investigation, threatened: (i) in any way
questioning the corporate existence of the Agency or the titles of the officers of the Agency to their
respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the
authentication or delivery of any of the Bonds, or in any way contesting or affecting the validity of
the Bonds, the Agency Documents or the consummation of the transactions contemplated thereby or
contesting the powers of the Agency to enter into the Agency Documents; (iii) which, except as
described in the Official Statement, may result in any material adverse change to the financial
condition of the Agency or to its ability to pay debt service on the Bonds when due; or(iv) contesting
the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official
Statement contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, which, in the reasonable judgment of
the Underwriter,materially adversely affects the market price of the Bonds.
(d) Closing Documents. At or prior to the Closing, the Underwriter shall receive
with respect to the Bonds (unless the context otherwise indicates)the following documents; provided
that the acceptance of the Bonds by the Underwriter on the Closing Date shall conclusively evidence
the satisfaction of the requirements of this subsection (d) or the waiver by the Underwriter of any
discrepancies in documents which are not in strict conformity with the requirements of this
subsection(d):
(i) Bond Opinion. An approving opinion of Bond Counsel dated the date
of the Closing and substantially in the form appended to the Official Statement, together with a letter
from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that
8
the approving opinion may be relied upon by the Underwriter to the same extent as if such opinion
were addressed to them;
(ii) Supplemental Opinion. A supplemental opinion or opinions of Bond
Counsel addressed to the Underwriter and the Agency, in form and substance acceptable to the
Underwriter and counsel to the Agency, and dated the date of the Closing substantially to the
following effect:
(A) The Purchase Agreement has been duly authorized, executed
and delivered by the Agency and is a valid and binding agreement of the Agency;
(B) The statements contained in the Official Statement pertaining
to the Bonds under the captions "INTRODUCTORY STATEMENT," "REFUNDING PLAN,"
"THE BONDS," "SECURITY FOR THE BONDS" and "TAX MATTERS," and in Appendices B
and C, excluding any material that may be treated as included under such captions and appendices by
cross-reference, insofar as such statements expressly summarize certain provisions of the Bonds, the
Indenture, the Escrow Agreement and such counsel's final opinion concerning certain federal tax
matters relating to the Bonds, are accurate in all material respects;
(C) [Bankruptcy issues];
(D) The Bonds are not subject to registration requirements of the
Securities Act of 1933, as amended, and each Indenture is exempt from qualification as an indenture
under the Trust Indenture Act of 1939, as amended; and
(E) The Refunded Obligations are no longer outstanding and have
been legally defeased in accordance with their terms;
(iii) Oversight Board Documents.
(A) A certified copy of the Oversight Board Resolution; and
(B) A certificate of the Clerk of the Oversight Board to the effect
that the Oversight Board Resolution is in full force and effect and has not been modified, amended,
rescinded or repealed since the date of its adoption;
(iv) Agency Counsel Opinion. An opinion of the legal counsel to the
Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance
acceptable to Bond Counsel and the Underwriter, substantially to the following effect (and including
such additional matters as may be reasonably required by Bond Counsel or the Underwriter):
(A) The Agency is a public entity validly existing under the laws
of the State of California;
(B) The Agency Resolution approving and authorizing the
execution and delivery of the Agency Documents and approving the Official Statement has been
duly adopted, and the Agency Resolution is in full force and effect and has not been modified,
amended, rescinded or repealed since the date of its adoption;
9
(C) The Agency Documents have been duly authorized, executed
and delivered by the Agency and, assuming due authorization, execution and delivery by the other
parties thereto, constitute the valid, legal and binding obligations of the Agency enforceable in
accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws affecting enforcement of creditors rights and by the application of equitable
principles if equitable remedies are sought;
(D) The information in the Official Statement (excluding
therefrom financial statements and other statistical data included in the Official Statement and the
information relating to DTC and its book-entry only system, and the information relating to the Bond
Insurance Policy, the Reserve Policy and the Insurer contained therein, as to which no view need be
expressed) does not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made,not misleading; and
(E) Except as otherwise disclosed in the Official Statement and to
the best knowledge of such counsel, there is no litigation, proceeding, action, suit, or investigation at
law or in equity before or by any court, governmental agency or body, pending and notice of which
has been received by the Agency or threatened against the Agency, challenging the creation,
organization or existence of the Agency, or the validity of the Agency Documents or seeking to
restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the
Agency Documents or contesting the authority of the Agency to enter into or perform its obligations
under any of the Agency Documents, or which, in any manner, questions the right of the Agency to
use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the
Agency to collect or pledge the Tax Revenues from the Project Areas (as defined in the Official
Statement).
(v) Disclosure Counsel Opinion. An opinion of Stradling Yocca Carlson
& Rauth, A Professional Corporation, as disclosure counsel to the Agency, dated the Closing Date
and addressed to the Underwriter, to the effect that, based on the information made available to it in
its role as disclosure counsel to the Agency, without having undertaken to determine independently
the accuracy, completeness or fairness of the statements contained in the Official Statement, but on
the basis of their participation in conferences with the Underwriter, Bond Counsel, the Agency, legal
counsel to the Agency and others, and their examination of certain documents, no information has
come to the attention of the attorneys in the firm rendering legal services in connection with the
issuance of the Bonds which would lead them to believe that the Official Statement as of its date and
as of the Closing Date contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading (except that no opinion or belief need be expressed as to the
Appendices to the Official Statement; financial, engineering, and demographic data or statistical
forecasts, projections, estimates, assumptions and expressions of opinions; information about the
book-entry only system, DTC, the Insurer, the Bond Insurance Policy or the Reserve Policy; and
statements relating to the treatment of the Bonds or the interest, discount or premium related thereto
for tax purposes under the law of any jurisdiction contained in the Official Statement). -
(vi) Underwriter's Counsel Opinion. An opinion of Norton Rose
Fulbright US LLP, as counsel to the Underwriter, dated the Closing Date and addressed to
the Underwriter, to the effect that,based on the information made available to it in its role as
10
k_ counsel to the Underwriter, without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in the Official Statement, but
on the basis of their participation in conferences with the Underwriter, Bond Counsel, the
Agency, legal counsel to the Agency and others, and their examination of certain documents,
no information has come to the attention of the attorneys in the firm rendering legal services
in connection with the issuance of the Bonds which would lead them to believe that the
Official Statement as of its date and as of the Closing Date contained any untrue statement of
a material fact or omitted to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading (except that no
opinion or belief need be expressed as to the Appendices to the Official Statement; financial,
engineering, and demographic data or statistical forecasts, projections, estimates,
I assumptions and expressions of opinions; information about the book-entry only system and
The Depository Trust Company; and statements relating to the treatment of the Bonds or the
interest, discount or premium related thereto for tax purposes under the law of any
jurisdiction contained in the Official Statement);
(vii) Trustee Counsel Opinion. The opinion of counsel to the Trustee,
dated the date of the Closing, addressed to the Underwriter, in form and substance satisfactory to the
Underwriter and to Bond Counsel;
(viii) Agency Certificate. A certificate of the Agency, dated the date of the
Closing, signed on behalf of the Agency by the Executive Director or other duly authorized officer of
the Agency to the following effect:
(A) The representations, warranties and covenants of the Agency
contained herein are true and correct in all material respects on and as of the date of the Closing as if
made on the date of the Closing and the Agency has complied with all of the terms and conditions of
this Purchase Agreement required to be complied with by the Agency at or prior to the date of the
Closing; and
(B) No event affecting the Agency has occurred since the date of
the Official Statement which has not been disclosed therein or in any supplement or amendment
thereto which event should be disclosed in the Official Statement in order to make the statements
therein, in the light of the circumstances under which they were made,not misleading;
(ix) Trustee's Certificate. A certificate of the Trustee, dated the date of
Closing, in form and substance acceptable to the Underwriter and to Bond Counsel;
(x) Fiscal Consultant's Certificate. A certificate of Urban Futures, Inc.,
dated the date of the Closing, in form and substance acceptable to the Underwriter: (i) consenting to
the inclusion of such firm's Fiscal Consultant's Report in the Preliminary Official Statement and the
Official Statement; (ii) certifying as to the accuracy of Appendix A to the Official Statement and the
information in the Official Statement under the caption "THE PROJECT AREAS" and "TAX
REVENUES" attributed to the Fiscal Consultant; (iii) stating that to the best of such firm's
knowledge, but without having conducted any investigation with respect thereto, nothing has come
to such firm's attention between the date of such report and the date hereof which would materially
alter any of the conclusions set forth in such report and information attributed to the Fiscal
Consultant contained in the Official Statement; and (iv) as required for the issuance of Subordinate
11
Debt, for each Project Area (as defined in the Indenture) that generates property tax revenues that are
included in Tax Revenues, the debt service on all outstanding Bonds, Parity Debt and Subordinate
Debt coming due and payable following the issuance of the Bonds will not exceed the maximum
amount of Tax Revenues permitted within the Plan Limitations (unless otherwise indicated, the
capitalized terms used in this clause (iv) have the meaning given them in the Senior Obligation
Indentures);
(xi) Documents.
(A) An original executed copy of each of the Agency Documents,
which shall be delivered and in full force and effect;
(B) The Official Statement, approved by the Agency;
(C) A certificate, dated the date of the Preliminary Official
Statement, of the Agency, to the effect that, for purposes of compliance with the Rule, the Agency
deems the Preliminary Official Statement to be final as of its date;
(D) A tax certificate or certificates with respect to the tax-exempt
status of the 2015A Bonds, duly executed by the Agency, in form and substance acceptable to Bond
Counsel;
(E) Copies of the preliminary and final notices to the California
Debt and Investment Advisory Agency relating to the Bonds;
(F) The Bond Insurance Policy; and
(G) The Reserve Policy;
(xii) Evidence that the ratings on the Bonds are as described in the Official
Statement;
(xiii) An opinion of counsel to the Insurer addressed to the Agency and the
Underwriter as to the due authorization and enforceability of the Bond Insurance Policy and the
Reserve Policy;
(xiv) A certificate of the Insurer as to the accuracy of the information in
Official Statement relating to the Insurer, the Bond Insurance Policy and the Reserve Policy;
(xv) A written certificate of the Agency, delivered to the Underwriter, the
Trustee and the Insurer, certifying that the conditions precedent to the issuance of the Bonds as
Subordinate Debt as set forth in Section of the Senior Obligation Indentures have been satisfied;
(xvi) A written report of [verification
agent], in form and substance acceptable to Bond Counsel; and
(xvii) Such additional legal opinions, certificates, proceedings, instruments
and other documents as the Underwriter may reasonably request to evidence the truth and accuracy,
as of the Closing Date, of the representations contained herein and in the Official Statement and the
12
due performance or satisfaction by the Trustee and the Agency at or prior to such time of all
agreements then to be performed and all conditions then to be satisfied in connection with the
delivery and sale of the Bonds.
If the Agency shall be unable to satisfy the conditions contained in this Purchase Agreement,
or if the obligations of the Underwriter shall be terminated for any reason permitted by the Purchase
Agreement, the Purchase Agreement shall terminate and neither the Underwriter nor the Agency
shall be under any further obligation hereunder.
8. Expenses.
(a) The Agency will pay or cause to be paid the approved expenses incident to
the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds,
including, but not limited to, (a) the cost of the preparation and printing or other reproduction of the
Agency Documents (other than this Purchase Agreement); (b) the fees and disbursements of Bond
Counsel, Disclosure Counsel, the Financial Advisor, the Fiscal Consultant and any other experts or
other consultants retained by the Agency; (c) the costs and fees of the credit rating agencies; (d) the
cost of preparing and delivering the definitive Bonds; (e)the cost of providing immediately available
funds on the Closing Date; (f) the cost of the printing or other reproduction of the Preliminary
Official Statement and Official Statement and any amendment or supplement thereto, including a
reasonable number of certified or conformed copies thereof; (g) the Underwriter's out-of-pocket
expenses incurred with the financing; (h) the fees of for a continuing disclosure
undertaking compliance review; and (i) expenses (included in the expense component of the spread)
incurred on behalf of the Agency's employees which are incidental to implementing this Purchase
Agreement. The Underwriter will pay the expenses of the preparation of this Purchase Agreement
and all other expenses incurred by the Underwriter in connection with the public offering and
distribution of the Bonds, and the fee and disbursements of Underwriter's Counsel. The Underwriter
is required to pay the fees of the California Debt and Investment Advisory Commission in
connection with the offering of the Bonds. The Agency acknowledges that it has had an opportunity,
in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider such
fees. Notwithstanding that such fees are solely the legal obligation of the Underwriter, the Agency
agrees to reimburse the Underwriter for such fees.
(b) The Underwriter shall pay, and the Agency shall be under no obligation to
pay, all expenses incurred by the Underwriter in connection with the public offering and distribution
of the Bonds.
9. Notice. Any notice or other communication to be given to the Agency under this
Purchase Agreement may be given by delivering the same in writing to such entity at the address set
forth above. Any notice or other communication to be given to the Underwriter under this Purchase
Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company,
Incorporated, One Ferry Building, Suite 275, San Francisco, California 94111,Attention: John Kim.
10. Entire Agreement. This Purchase Agreement, when accepted by the Agency, shall
constitute the entire agreement among the Agency and the Underwriter and is made solely for the
benefit of the Agency and the Underwriter (including the successors or assigns of the Underwriter).
No other person shall acquire or have any right hereunder by virtue hereof, except as provided
herein. All of the Agency's representations, warranties and agreements in this Purchase Agreement
13
shall remain operative and in full force and effect, regardless of any investigation made by or on
behalf of the Underwriter, until the earlier of. (i) delivery of and payment for the Bonds hereunder;
and(ii) any termination of this Purchase Agreement.
11. Counterparts. This Purchase Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
12. Severability. In case any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof.
13. State of California Law Governs. The validity, interpretation and performance of this
Purchase Agreement shall be governed by the laws of California.
14. No Assignment. The rights and obligations created by this Purchase Agreement shall
not be subject to assignment by the Underwriter or the Agency without the prior written consent of
the other parties hereto.
STIFEL,NICOLAUS & COMPANY,
INCORPORATED,
By:
Its: Authorized Officer
Accepted as of the date first stated above at p.m.:
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Its:
AF A
14
APPENDIX A
MATURITY SCHEDULE
2015A Bonds
Maturity Date
I Amount Coupon Yield Price
$
°� Priced to call on first optional redemption date of at par.
The Purchase Price for the 2015A Bonds shall be $ (being the aggregate
principal amount of the 2015A Bonds plus an original issue premium of$ and less an
Underwriter's discount of$ In connection with the issuance of the 2015A Bonds, the
Underwriter shall wire $ directly to the Insurer for the costs of the premiums on the
Bond Insurance Policy and the Reserve Policy.
A-1
2015B Bonds
Maturity Date
1 Amount Coupon Yield Price
$
The Purchase Price for the 2015B Bonds shall be $ (being the aggregate
principal amount of the 2015B Bonds less an Underwriter's discount of $ In
connection with the issuance of the 2015B Bonds, the Underwriter shall wire $ directly
to the Insurer for the costs of the premiums on the Bond Insurance Policy and the Reserve Policy.
A-2
APPENDIX B
REFUNDED OBLIGATIONS
Loan Agreement, dated as of March 1, 1998, between the former RDA and the San Bernardino Joint
Powers Financing Authority (the "Authority"), which secures the San Bernardino Joint Powers
Financing Authority Subordinated Tax Allocation Bonds, Series 1998B, originally issued in the
amount of$8,590,000 of which$3,330,000 is currently outstanding;
Seven Loan Agreements, each dated as of April 1, 2002,between the former RDA and the Authority,
which secure the San Bernardino Joint Powers Financing Authority Tax Allocation Refunding
Bonds, Series 2002, originally issued in the amount of $30,330,000 of which $17,420,000 is
currently outstanding;
Loan Agreement, dated as of January 1, 2002, between the former RDA and the Authority, which
secures the San Bernardino Joint Powers Financing Authority Tax Allocation Bonds, Series 2002A,
originally issued in the amount of$3,635,000 of which$[2,780,000] is currently outstanding;
Loan Agreement, dated as of April 1, 2006, between the former RDA and the Authority, which
secures the San Bernardino Joint Powers Financing Authority Tax Allocation Bonds, Taxable Series
2006, originally issued in the amount of$28,665,000 of which$17,305,000 is currently outstanding;
Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note, Series 2009A
originally issued and currently outstanding in the amount of$15,000,000;
Loan Agreement, dated as of September 1, 2010, between the former RDA and the Inland Valley
Development Agency, which secures the Inland Valley Development Agency Revenue Bond Series
2010, originally issued and currently outstanding in the amount of$8,000,000;
Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory Note, Series 2011
originally issued and currently outstanding in the amount of$10,000,000; and
Reimbursement Agreement dated September 29, 1999,between the former RDA and the City,which
secures the portion of the San Bernardino Joint Powers Financing Authority 1999 Refunding
Certificates of Participation (Police Station, South Valley Refundings and 201 Building Project)
relating to the South Valle Refundings and 201 Building, originally issued in the total amount of
$15,480,000 of which$8,750,000 pertained only to the South Valle and 201 Building portion and for
which the currently outstanding balance pertaining only to the South Valle Refundings and 201
Building portion equals$4,855,000.
B-1
® URBAN FUTURES 4 G
BOND REFUNDING FINANCING PLAN
FOR THE PROPOSED
2015 REFUNDING TAX ALLOCATION BONDS
PREPARED FOR THE
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
May 14,2015
INTRODUCTION:
Urban Futures, Inc., as the Successor Agency's Financial Advisor, has prepared this Bond Refunding
Financial Plan. The Purpose of the Plan is to confirm the reasons why the Successor Agency's proposed
2015 Refunding Tax Allocation Bonds conform to the applicable requirements of the California Health
and Safety Code.
This Plan provides a background statement, a summary analysis of each of the eight (8) component
current debt obligations that are proposed for inclusion within the proposed 2015 Refunding Tax
Allocation Bonds and a conclusion containing the opinion of Urban Futures, Inc. In addition, detailed
worksheets are appended to this Plan that provide more detailed information regarding the proposed
refinancing. Pages 1 through 6 of the attachment provide a general overview of the proposed 2015
Refunding Tax Allocation Bonds. Pages 7 through 24 of the attachment provide specific infonnation
regarding each of the eight (8) component current debt obligations that are proposed for inclusion within
the proposed 2015 Refunding Tax Allocation Bonds.
BACKGROUND:
On April 6, 2015, the Successor Agency adopted Resolution No. 2015-72 and on April 13, 2015 the
Oversight Board adopted Resolution No. SBOB/2015-03. Both resolutions authorized the initiation of the
process related to the issuance of bonds to refund all or a portion of certain currently outstanding debt
obligations ("Outstanding Obligations") to provide debt service savings to the Successor Agency and to
finance debt service spikes, including balloon maturities, to avoid the possibility of default on certain
Outstanding Obligations. Subsequent to the adoption of such Resolutions, an additional outstanding
obligation of the Successor Agency has been added to the list of Outstanding Obligations, for the purpose
of realizing further reductions in the Successor Agency's financial obligations, as described below.
ANALYSIS:
The proposed Bond Refunding Financing Plan consists of two parts,described as follows:
Part One: HSC § 34177.5(a)(1) authorizes successor agencies to refund outstanding bonds for debt
service savings,provided that the:
i) Total interest cost to maturity on the refunding bonds or other indebtedness plus the principal
amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest
cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of
the bonds or other indebtedness to be refunded; and
Crestview Corporate Center-3111 N.Tustin Street,Suite 230,Orange,CA 92865-1753
Tel:(714)283-9334 www.urbanfuturesinc.com Fax:(714)283-5465
Page 2
ii) Principal amount of the refunding bonds or other indebtedness shall not exceed the amount required
to defease the refunded bonds or other indebtedness, to establish customary debt service reserves,
and to pay related costs of issuance.
Based on the requirements of HSC § 34177.5(a)(1), the following summary demonstrates the projected
debt service savings amounts for each of the referenced outstanding obligations of the Successor Agency,
with respect to the requirements described in item i)above:
A. $8,590,000 San Bernardino Joint Powers Financing Authority
Subordinated Tax Allocation Bonds, Series 1998B(111998B Bonds")
(See pages 7 and 8 in the attachment for further details)
1. Total remaining principal and interest payments: $4,029,000.00
2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $3,307,017.78
3. Estimated debt service savings, 1998B Bonds: $ 721,982.22
B. $3,635,000 San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds, Series 2002A("2002A Bonds")
(See pages 9 and 10 in the attachment for further details)
1. Total remaining principal and interest payments: $4,569,865.00
2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $3,901,667.78
3. Estimated debt service savings,2002A Bonds: $ 668,197.22
C. $30,330,000 San Bernardino Joint Powers Financing Authority
Tax Allocation Refunding Bonds, Series 2002 ("2002 Bonds")
(See pages 11 and 12 in the attachment for further details)
1. Total remaining principal and interest payments: $24,096,352.53
2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $21,065,228.89
3. Estimated debt service savings,2002 Bonds: $3,031,123.63
D. $15,480,000 San Bernardino Joint Powers Financing Authority
1999 Refunding Certificates of Participation("1999 COPs")
(This component of the Bond Refunding Financial Plan pertains to that certain
Reimbursement Agreement dated September 29, 1999, between the former redevelopment
agency and the City of San Bernardino, which provides for the reimbursement to the City
of the portion of the actual debt service payments attributable to the San Bernardino Joint
Powers Financing Authority 1999 Refunding Certificates of Participation that relate "only"
Page 3
to the South Valle Refundings and 201 Building [as further described as Enforceable
Obligation No. 96 on the Successor Agency's semi-annual Recognized Obligation Payment
Schedule]).
(See pages 13 through 16 in the attachment for further details)
1. Total remaining principal and interest payments: $ 6,306,037.50
(South Valle and 201 Building portions only)
I 2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $ 5,542,590.00
3. Estimated debt service savings, 1999 COPS: $ 763,447.50
E. $28,665,000 San Bernardino Joint Powers Financing Authority
Tax Allocation Bonds,Taxable Series 2006("2006 Bonds")
(See pages 23and 24 in the attachment for further details)
I. Total remaining principal and interest payments: $23,522,035.00
2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $21,446,178.14
3. Estimated debt service savings,2006 Bonds: $ 2,075,856.86
With regards to the requirements of HSC § 34177.5(a)(1) summarized in Part One, item ii) on page 1
above, a summary of the Sources and Uses of funds for each of the above referenced bond issues is
included in the attached worksheets (see: worksheet page 1). As shown on the Sources and Uses
worksheet, the estimated principal amount of each respective proposed refunding issue is limited to an
amount that does not exceed the amount required to defease the refunded bonds or other indebtedness,to
establish customary debt service reserves,and to pay related costs of issuance.
Part Two: The second part of the Bond Refunding Financing Plan is based on the provisions of HSC §
34177.5(a)(2), which authorizes successor agencies to refund outstanding bonds or other indebtedness to
finance debt service spikes,including balloon maturities,on existing indebtedness,provided that the:
i) Existing indebtedness is not accelerated, except to the extent necessary to achieve substantially
level debt service; and
ii) Principal amount of the bonds or other indebtedness shall not exceed the amount required to finance
the debt service spikes, including establishing customary debt service reserves and paying related
costs of issuance.
The Successor Agency has three (3) outstanding note obligations for which the principal amounts are due
in full on September 1, 2015 (2009A Notes), October 1, 2016 (20 10 Loan Agreement) and December 1,
2017 (2011 Notes). Based on the requirements of HSC § 34177.5(a)(2), the following summary
demonstrates the projected debt service cost amounts necessary to finance the balloon maturities for each
of the referenced outstanding obligations of the Successor Agency, with respect to the requirements
described in item i)above:
Q
Page 4
A. $15,000,000 Redevelopment Agency of the City of San Bernardino
Tax Exempt Promissory Note,Series 2009A("2009A Notes")
(See pages 17 and 18 in the attachment for further details)
1. Total principal amount due on September 1,2015: $ 15,000,000.00
2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $ 3,205,771.11
(10 year term, see Note below)
3. Estimated amount of level annual debt service payments: $ 341,500.00
Note: The Successor Agency has determined that any other available funds of the Successor Agency may
be allocated to the refunding of the Outstanding Obligations, to the extent approved by the Oversight
Board and the State Department of Finance ("DOF"). The estimated pro rata principal and interest
payments for the 2009 Notes assumes a contribution of approximately $13 million from the Successor
Agency. The final contribution amount from the Agency will be detennined prior to the pricing of the
2015 Bonds, based on pending determinations by DOF on matters related to the Successor Agency's
Recognized Obligation Payment Schedule(the"ROPS").
B. $8,000,000 Inland Valley Development Agency
Revenue Bond,Series 2010(secured by Loan Agreement
between the former RDA and IVDA)("2010 Loan Agreement")
(See pages 19 and 20 in the attachment for further details)
1. Total principal amount due on October 1,2016: $ 8,000,000.00
2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $ 10,350,288.89
(10 year tern)
3. Estimated amount of level annual debt service payments: $ 1,105,500.00
C. $10,000,000 Redevelopment Agency of the City of San Bernardino
Tax Exempt Promissory Note,Series 2011 ("2011 Notes")
(See pages 21 and 22 in the attachment for further details)
1. Total principal amount due on December 1,2017: $ 10,000,000.00
2. Estimated pro rata principal and interest payments on the
Proposed 2015 Refunding Tax Allocation Bond issue: $ 13,052,500.00
(10 year tern)
3. Estimated amount of level annual debt service payments: $ 1,392,500.00
With regards to the requirements of HSC § 34177.5(a)(2) summarized in Part Two, item ii) on page 3
above, a summary of the Sources and Uses of funds for each of the above referenced bond issues is
included in the attached worksheets (see: worksheet page 1). As shown on the Sources and Uses
worksheet, the estimated principal amount of each respective proposed refunding issue is limited to an
amount that does not exceed the amount required to finance the balloon maturities, including establishing
customary debt service reserves and paying related costs of issuance.
Page 5
CONCLUSION:
It is the opinion of Urban Futures, Inc., that the Successor Agency's proposed 2015 Refunding Tax
Allocation Bonds,as summarized in this Bond Refunding Financial Plan,fully conforms to the applicable
requirements of the California Health and Safety Code.
ATTACHMENT:
Detailed worksheets that provide more detailed information regarding the proposed refinancing.
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SUMMARY OF BONDS REFUNDED
Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Allocation Refunding Bonds,Series 2015
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
k###Y#kkkkk###k#k#####k##k########kk#kkk#############k###k######k#kk#######k##kk#k#k###k#####k#kk###
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Maturity Interest Par Call Call
I Bond Date Rate Amount Date Price
1999 COPs(Bldg 101),99_BUILD:
TERM20 09/01/2015 5.500% 275,000.00 08/14/2015 100.000
09/01/2016 5.500% 290,000.00 08/14/2015 100.000
09/01/2017 5.500% 305,000.00 08/14/2015 100.000
09/01/2018 5.500% 320,000.00 08/14/2015 100.000
09/01/2019 5.500% 340,000.00 08/14/2015 100.000
09/01/2020 5.500% 355,000.00 08/14/2015 100.000
TERM24 09/01/2021 5.500% 375,000.00 08/14/2015 100.000
09/01/2022 5.500% 395,000.00 08/14/2015 100.000
09/01/2023 5.500% 420,000.00 08/14/2015 100.000
09/01/2024 5.500% 440,000.00 08/14/2015 100.000
3,515,000.00
1999 COPS(South Valle),99_SVALE:
TERM20 09/01/2015 5.500% 105,000.00 08/14/2015 100.000
09/01/2016 5.500% 110,000.00 08/14/2015 100.000
09/01/2017 5.500% 115,000.00 08/14/2015 100.000
09/01/2018 5.500% 120,000.00 08/14/2015 100.000
09/01/2019 5.500% 130,000.00 08/14/2015 100.000
09/01/2020 5.500% 135,000.00 08/14/2015 100.000
TERM24 09/01/2021 5.500% 145,000.00 08/14/2015 100.000
09/01/2022 5.500% 150,000.00 08/14/2015 100.000
09/01/2023 5.500% 160,000.00 08/14/2015 100.000
09/01/2024 5.500% 170,000.00 08/14/2015 100.000
1,340,000.00
® Tax Allocation Bonds,Series 0 ACT-02A:
0
TERM01 12/01/2/2015 15 6.0.000% 90,000.00 08/14/2015 100.000
12/01/2016 6.000% 95,000.00 08/14/2015 100.000
12/01/2017 6.000% 100,000.00 08/14/2015 100.000
12/01/2018 6.000% 105,000.00 08/142015 100.000
12/012019 6.000% 115,000.00 08/142015 100.000
12/01/2020 6.000% 120,000.00 08/142015 100.000
12/01/2021 6.000% 130,000.00 08/142015 100.000
TERM02 12/01/2022 6.200% 135,000.00 08/14/2015 100.000
12/012023 6.200% 145,000.00 08/142015 100.000
12/01/2024 6.200% 155,000.00 08/142015 100.000
12/01/2025 6.200% 165,000.00 08/14/2015 100.000
12/01/2026 6.200% 175,000.00 08/14/2015 100.000
12/01/2027 6.200% 185,000.00 08/14/2015 100.000
12/01/2028 6.200% 195,000.00 08/14/2015 100.000
12/01/2029 6.200% 205,000.00 08/142015 100.000
12/01/2030 6.200% 220,000.00 08/142015 100.000
12/01/2031 6.200% 445,000.00 08/142015 100.000
2,780,000.00
2002 Tax Allocation Refunding Bonds(Junior),ACT 02J:
TERM 18 04/01/2016 6.000% 1,415,000.00 08/14/2015 100.000
04/012017 6.000% 1,500,000.00 08/14/2015 100.000
04/012018 6.000% 1,590,000.00 08/142015 100.000
TERM20 04/01/2019 6.100% 1,685,000.00 08/14/2015 100.000
04/012020 6.100% 1,790,000.00 08/142015 100.000
TERM26 04/01/2021 6.625% 2,770,000.00 08/14/2015 100.000
04/01/2022 6.625% 1,120,000.00 08/14/2015 100.000
04/01/2023 6.625% 1,195,000.00 08/14/2015 100.000
04/01/2024 6.625% 1,340,000.00 08/14/2015 100.000
04/012025 6.625% 1,235,000.00 08/14/2015 100.000
04/01/2026 6.625% 1,780,000.00 08/14/2015 100.000
17,420,000.00
2006 TABs,ACT_06:
TERM16 05/01/2016 5.625% 1,640,000.00
TERM27 05/01/2017 6.150% 1,730,000.00 05/01/2016 100.000
05/01/2018 6.150% 1,840,000.00 05/01/2016 100.000
05/012019 6.150% 1,850,000.00 05/01/2016 100.000
05/012020 6.150% 1,790,000.00 05/01/2016 100.000
05/012021 6.150% 1,835,000.00 05/01/2016 100.000
05/012022 6.150% 1,015,000.00 05/01/2016 100.000
05/01/2023 6.150% 1,075,000.00 05/01/2016 100.000
05/01/2024 6.150% 1,145,000.00 05/01/2016 100.000
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 3
SUMMARY OF BONDS REFUNDED
Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Allocation Refunding Bonds,Series 2015
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
2006 TABs,ACT 06:
TERM27 05/01/2025 6.150% 1,110,000.00 05/01/2016 100.000
05/01/2026 6.150% 1,160,000.00 05/01/2016 100.000
05/01/2027 6.150% 1,115,000.00 05/01/2016 100.000
17,305,000.00
Promissory Note,Series 2009A,ACT_09N:
SERIAL 09/30/2015 5.250% 15,000,000.00 08/14/2015 100.000
Revenue Bonds,Series 2010,ACTION:
SERIAL 10/01/2016 5.250% 8,000,000.00 08/14/2015 100.000
Promissory Note,Series 2011,ACT_]IN:
SERIAL 01/01/2018 5.250% 10,000,000.00 08/14/2015 100.000
Sub.Tax Allocation Refunding Bonds,Series 1998 B,ACT_9813:
TERM 07/01/2016 6.000% 470,000.00 08/14/2015 100.000
07/01/2017 6.000% 500,000.00 08/14/2015 100.000
07/01/2018 6.000% 530,000.00 08/14/2015 100.000
07/01/2019 6.000% 560,000.00 08/14/2015 100.000
07/01/2020 6.000% 1,270,000.00 08/14/2015 100.000
3,330,000.00
78,690,000.00
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
I Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(T3) Page 4
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SAVINGS
Successor Agency to the Redevelopment Agency of the City of San Bernardino
1998B TABS
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings Q 2.8163148%
12/01/2015 43,217.78 -43,217.78 -42,763.58
12/01/2016 669,800.00 519,400.00 150,400.00 152,863.40
12/01/2017 671,600.00 518,200.00 153,400.00 151,393.04
12/01/2018 671,600.00 516,400.00 155,200.00 148,768.67
12/01/2019 669,800.00 519,000.00 150,800.00 140,662.08
12/01/2020 1,346,200.00 1,190,800.00 155,400.00 147,465.74
4,029,000.00 3,307,017.78 721,982.22 698,389.34
Savings Summary
PV of savings from cash flow 698,389.34
Less:Prior funds on hand -639,012.00
Plus:Refunding funds on hand 275,356.20
Net PV Savings 334,733.54
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 2031)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
;Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
Ak000/Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 7
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
1998B TABS
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 43,217.78 43,217.78
12/01/2016 405,000 4.000% 114,400.00 519,400.00
12/01/2017 420,000 4.000% 98,200.00 518,200.00
12/01/2018 435,000 4.000% 81,400.00 516,400.00
12/01/2019 455,000 4.000% 64,000.00 519,000.00
12/01/2020 1,145,000 4.000% 45,800.00 1,190,800.00
2,860,000 447,017.78 3,307,017.78
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
or Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPs Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 8
SAVINGS
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2002A TABS
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings Q 2.8163148%
12/01/2015 175,425.00 160,767.78 14,65 7.22 14,503.18
12/01/2016 260,450.00 217,700.00 42,750.00 41,457.58
12/01/2017 259,750.00 218,700.00 41,050.00 38,712.39
12/01/2018 258,750.00 219,500.00 39,250.00 35,995.45
12/01/2019 262,450.00 220,100.00 42,350.00 37,733.66
12/01/2020 260,550.00 220,500.00 40,050.00 34,700.22
12/01/2021 263,350.00 220,700.00 42,650.00 35,904.33
12/01/2022 260,550.00 220,700.00 39,850.00 32,620.10
12/01/2023 262,180.00 220,500.00 41,680.00 33,150.57
12/01/2024 263,190.00 223,750.00 39,440.00 30,500.92
12/01/2025 263,580.00 221,500.00 42,080.00 31,622.26
12/01/2026 263,350.00 224,000.00 39,350.00 28,750.19
12/01/2027 262,500.00 221,000.00 41,500.00 29,463.99
12/01/2028 261,030.00 222,750.00 38,280.00 26,420.81
12/01/2029 258,940.00 219,000.00 39,940.00 26,786.81
12/01/2030 261,230.00 220,000.00 41,230.00 26,870.16
12/01/2031 472,590.00 430,500.00 42,090.00 26,654.64
4,569,865.00 3,901,667.78 668,197.22 531,847.26
Savings Summary
PV of savings from cash flow 531,847.26
Less:Prior funds on hand 263,625.00
Plus:Refunding funds on hand 250,964.53
Net PV Savings 519,186.79
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 9
BOND DEBT SERVICE
E
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2002A TABS
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
**xxxss*****xx*s***s*s***x*s***sssss*x****ss*xs*x**s*****sx******xsss**x****x***sx****xxs***sx***xx*
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 115,000 3.000% 45,767.78 160,767.78
12/01/2016 100,000 4.000% 117,700.00 217,700.00
12/01/2017 105,000 4.000% 113,700.00 218,700.00
12/01/2018 110,000 4.000% 109,500.00 219,500.00
12/01/2019 115,000 4.000% 105,100.00 220,100.00
12/01/2020 120,000 4.000% 100,500.00 220,500.00
12/01/2021 125,000 4.000% 95,700.00 220,700.00
12/01/2022 130,000 4.000% 90,700.00 220,700.00
12/01/2023 135,000 5.000% 85,500.00 220,500.00
12/01/2024 145,000 5.000% 78,750.00 223,750.00
12/01/2025 150,000 5.000% 71,500.00 221,500.00
12/01/2026 160,000 5.000% 64,000.00 224,000.00
12/01/2027 165,000 5.000% 56,000.00 221,000.00
12/01/2028 175,000 5.000% 47,750.00 222,750.00
12/01/2029 180,000 5.000% 39,000.00 219,000.00
12/01/2030 190,000 5.000% 30,000.00 220,000.00
12/01/2031 410,000 5.000% 20,500.00 430,500.00
2,630,000 1,271,667.78 3,901,667.78
Al]Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Tenn and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPs Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 10
SAVINGS
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2002 Junior TABS
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings Q 2.8163148%
12/01/2015 553,837.50 453,278.89 100,558.61 102,062.11
12/01/2016 2,480,225.00 2,214,600.00 265,625.00 288,761.84
12/01/2017 2,477,775.00 2,209,200.00 268,575.00 284,508.65
12/01/2018 2,475,075.00 2,206,600.00 268,475.00 277,539.92
12/01/2019 2,470,982.50 2,206,600.00 264,382.50 267,244.73
12/01/2020 2,469,995.00 2,204,000.00 265,995.00 262,319.69
12/01/2021 3,303,643.75 3,038,800.00 264,843.75 268,747.26
12/01/2022 1,524,787.50 1,257,400.00 267,387.50 237,205.81
12/01/2023 1,523,103.13 1,258,000.00 265,103.13 229,494.06
12/01/2024 1,584,131.26 1,316,750.00 267,381.26 226,561.62
12/01/2025 1,393,834.38 1,125,000.00 268,834.38 219,453.05
12/01/2026 1,838,962.50 1,575,000.00 263,962.50 216,813.46
24,096,352.52 21,065,228.89 3,031,123.63 2,880,712.18
Savings Summary
PV of savings from cash flow 2,880,712.18
Less:Prior funds on hand -1,742,000.00
Plus:Refunding funds on hand 1,578,591.97
Net PV Savings 2,717,304.15
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
AIW Bonds Structured with Tenn and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
WAr IL Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 11
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2002 Junior TABs
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
sssssssssssssssssssssssssssssssssssssssssssssssssss sssss sss ssssssssss sssssssssssssssssssssss�*«s�.ss
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 185,000 3.000% 268,278.89 453,278.89
12/01/2016 1,510,000 4.000% 704,600.00 2,214,600.00
12/01/2017 1,565,000 4.000% 644,200.00 2,209,200.00
12/01/2018 1,625,000 4.000% 581,600.00 2,206,600.00
12/01/2019 1,690,000 4.000% 516,600.00 2,206,600.00
12/01/2020 1,755,000 4.000% 449,000.00 2,204,000.00
12/01/2021 2,660,000 4.000% 378,800.00 3,038,800.00
12/01/2022 985,000 4.000% 272,400.00 1,257,400.00
12/01/2023 1,025,000 5.000% 233,000.00 1,258,000.00
12/01/2024 1,135,000 5.000% 181,750.00 1,316,750.00
12/01/2025 1,000,000 5.000% 125,000.00 1,125,000.00
12/01/2026 1,500,000 5.000% 75,000.00 1,575,000.00
16,635,000 4,430,228.89 21,065,228.89
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 20i6;Finishing at 130 bps in 2031)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Tenn and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
rior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
rior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPs Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 12
SAVINGS
Successor Agency to the Redevelopment Agency of the City of San Bernardino
1999 COPS(South Valle)
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
*****************xx*xxxx*x*x*x*xxxx**xx**********xz*s*xxxxx*xxxxx*x**xxx****x*xs*sss**xxx*x*xxxxxx**
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings @ 2.8163148%
12/01/2015 107,887.50 99,568.89 8,318.61 8,980.19
12/01/2016 180,950.00 159,400.00 21,550.00 22,549.15
12/01/2017 180,037.50 160,000.00 20,037.50 20,454.79
12/01/2018 178,850.00 155,400.00 23,450.00 22,935.84
12/01/2019 182,525.00 160,800.00 21,725.00 20,745.73
12/01/2020 180,512.50 155,800.00 24,712.50 22,674.82
12/01/2021 183,362.50 160,800.00 22,562.50 20,208.79
12/01/2022 180,525.00 155,400.00 25,125.00 21,658.93
12/01/2023 182,550.00 160,000.00 22,550.00 18,973.22
12/01/2024 184,025.00 162,750.00 21,275.00 17,420.31
1,741,225.00 1,529,918.89 211,306.11 196,601.76
Savings Summary
PV of savings from cash flow 196,601.76
Less:Prior funds on hand -178,950.00
Plus:Refunding funds on hand 116,901.90
Net PV Savings 134,553.66
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pin Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 13
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
1999 COPS(South Valle)
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
XXXXXXXXXXX##XXX###rtrt#rtrtf#ffff####X##XXX#XXXXXXXXXXXX#X#irtfrt#irt#f##rt#rtrtrtrtrt#rtrtrtfffrt#rtrtrt#rtrtrt#rt##rt#rtrtfrt
(Shortened Amortization of Refunding Notes to 10 Yews-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 80,000 3.000% 19,568.89 99,568.89
12/01/2016 110,000 4.000% 49,400.00 159,400.00
12/01/2017 115,000 4.000% 45,000.00 160,000.00
12/01/2018 115,000 4.000% 40,400.00 155,400.00
12/01/2019 125,000 4.000% 35,800.00 160,800.00
12/01/2020 125,000 4.000% 30,800.00 155,800.00
12/01/2021 135,000 4.000% 25,800.00 160,800.00
12/01/2022 135,000 4.000% 20,400.00 155,400.00
12/01/2023 145,000 5.000% 15,000.00 160,000.00
12/01/2024 155,000 5.000% 7,750.00 162,750.00
1,240,000 289,918.89 1,529,918.89
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
f Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriters Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(Tl) Page 14
SAVINGS
Successor Agency to the Redevelopment Agency of the City of San Bernardino
1999 COPs(Building)
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx*xxssss xxxx*xxxsxxxxxxxxxxxxsxs xs xsxxxxx sxxxsxxxxxxsxxss:xsxxxxsxxsxs
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings Q 2.8163148%
12/01/2015 282,562.50 261,321.11 21,241.39 22,979.82
12/01/2016 476,175.00 419,550.00 56,625.00 59,253.05
12/01/2017 475,637.50 417,950.00 57,687.50 58,474.30
12/01/2018 474,275.00 415,950.00 58,325.00 57,293.40
12/01/2019 477,225.00 418,550.00 58,675.00 55,897.70
12/01/2020 473,937.50 415,550.00 58,387.50 53,939.49
12/01/2021 474,962.50 417,150.00 57,812.50 51,824.12
12/01/2022 474,887.50 413,150.00 61,737.50 53,429.91
12/01/2023 478,850.00 418,750.00 60,100.00 50,519.37
12/01/2024 476,300.00 414,750.00 61,550.00 50,078.73
4,564,812.50 4,012,671.11 552,141.39 513,689.87
Savings Summary
PV of savings from cash flow 513,689.87
Less:Prior funds on hand 467,875.00
Plus:Refunding funds on hand 306,749.84
Net PV Savings 352,564.71
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPs Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 15
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
1999 COPs(Building)
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
««x«s sxx«ss«««xss xxs««««xx««xs««s«««ssss«xe««««««««««««««««««««««s««««««s««ss«««xsxxs«sxs«sxsx«««x«x
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 210,000 3.000% 51,321.11 261,321.11
12/01/2016 290,000 4.000% 129,550.00 419,550.00
12/01/2017 300,000 4.000% 117,950.00 417,950.00
12/01/2018 310,000 4.000% 105,950.00 415,950.00
12/01/2019 325,000 4.000% 93,550.00 418,550.00
12/01/2020 335,000 4.000% 80,550.00 415,550.00
12/01/2021 350,000 4.000% 67,150.00 417,150.00
12/01/2022 360,000 4.000% 53,150.00 413,150.00
12/01/2023 380,000 5.000% 38,750.00 418,750.00
12/01/2024 395,000 5.000% 19,750.00 414,750.00
3,255,000 757,671.11 4,012,671.11
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
C Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 16
SAVINGS
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2009N Notes
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings @ 2.8163148%
12/01/2015 15,194,687.50 131,121.11 15,063,566.39 14,976,671.56
12/01/2016 341,150.00 -341,150.00 -328,974.01
12/01/2017 341,750.00 -341,750.00 -320,400.62
12/01/2018 341,950.00 -341,950.00 -311,683.40
12/01/2019 341,750.00 -341,750.00 -302,846.92
12/01/2020 341,150.00 -341,150.00 -293,914.19
12/01/2021 340,150.00 -340,150.00 -284,906.83
12/01/2022 343,750.00 -343,750.00 -279,912.84
12/01/2023 341,750.00 -341,750.00 -270,543.96
12/01/2024 341,250.00 -341,250.00 -262,613.95
15,194,687.50 3,205,771.11 11,988,916.39 12,320,874.85
Savings Summary
PV of savings from cash flow 12,320,874.85
Less:Prior funds on hand -12,600,000.00
Plus:Refunding funds on hand 244,873.91
Net PV Savings -34,251.24
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the GeneriC'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(T)) Page 17
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2009N Notes
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 90,000 3.000% 41,121.11 131,121.11
12/01/2016 235,000 4.000% 106,150.00 341,150.00
12/01/2017 245,000 4.000% 96,750.00 341,750.00
12/01/2018 255,000 4.000% 86,950.00 341,950.00
12/01/2019 265,000 4.000% 76,750.00 341,750.00
12/01/2020 275,000 4.000% 66,150.00 341,150.00
12/01/2021 285,000 4.000% 55,150.00 340,150.00
12/01/2022 300,000 4.000% 43,750.00 343,750.00
12/01/2023 310,000 5.000% 31,750.00 341,750.00
12/01/2024 325,000 5.000% 16,250.00 341,250.00
2,585,000 620,771.11 3,205,771.11
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
lr Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Tenn and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
rtor Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
rior Reserve Fund Balance for 1994 COPS Assumes MADS Attnbutable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2 1 5
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(T.I) Page 18
SAVINGS
Successor Successor Agency to the Redevelopment Agency of the City of San Bernardino
2010 Notes
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings Q 2.8163148%
12/01/2015 105,000.00 412,788.89 -307,788.89 -304,068.75
12/01/2016 8,420,000.00 1,103,100.00 7,316,900.00 7,080,148.48
12/01/2017 1,107,700.00 -1,107,700.00 -1,038,495.28
12/01/2018 1,105,900.00 -1,105,900.00 -1,008,012.89
12/01/2019 1,102,900.00 -1,102,900.00 -977,352.78
12/01/2020 1,103,700.00 -1,103,700.00 -950,879.25
12/01/2021 1,103,100.00 -1,103,100.00 -923,943.02
12/01/2022 1,106,100.00 -1,106,100.00 -900,690.11
12/01/2023 1,102,500.00 -1,102,500.00 -872,786.69
12/01/2024 1,102,500.00 -1,102,500.00 -848,445.07
8,525,000.00 10,350,288.89 -1,825,288.89 -744,525.36
Savings Summary
PV of savings from cash flow -744,525.36
Plus:Refunding funds on hand 792,385.79
Net PV Savings 47,860.43
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
^ Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 19
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2010 Notes
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
wwxxxxxxxxsxxxxxxxewsesswsessssesswsexxxwwewewssssssewsssexsewsexwxxxxxxxxxxxxxxxxx sexxexsewexxxxxxx
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 280,000 3.000% 132,788.89 412,788.89
12/01/2016 760,000 4.000% 343,100.00 1,103,100.00
12/01/2017 795,000 4.000% 312,700.00 1,107,700.00
12/01/2018 825,000 4.000% 280,900.00 1,105,900.00
12/01/2019 855,000 4.000% 247,900.00 1,102,900.00
12/01/2020 890,000 4.000% 213,700.00 1,103,700.00
12/01/2021 925,000 4.000% 178,100.00 1,103,100.00
12/01/2022 965,000 4.000% 141,100.00 1,106,100.00
12/01/2023 1,000,000 5.000% 102,500.00 1,102,500.00
12/01/2024 1,050,000 5.000% 52,500.00 1,102,500.00
8,345,000 2,005,288.89 10,350,288.89
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
nor Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
rior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 20
SAVINGS
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2011 Notes
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
Wk�k#%,�YYiiYYYYYYYYYYYYYYYYYYiiYYYYYYYif YiiiiiYYYYYYiYYYYiYYYYYYiYYYYYYYYYYYiiYYYiYYiiYYiYYYY�YYkYYk
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings @ 2.8163148%
12/01/2015 262,500.00 527,450.00 -264,950.00 -260,646.12
12/01/2016 525,000.00 1,392,450.00 -867,450.00 -831,058.54
12/01/2017 525,000.00 1,394,050.00 -869,050.00 -809,382.66
12/01/2018 10,087,500.00 1,394,050.00 8,693,450.00 8,145,884.07
12/01/2019 1,392,450.00 -1,392,450.00 -1,233,938.91
12/01/2020 1,389,250.00 1,389,250.00 -1,196,892.94
12/01/2021 1,389,450.00 -1,389,450.00 -1,163,786.96
12/01/2022 1,392,850.00 -1,392,850.00 -1,134,189.77
12/01/2023 1,389,250.00 -1,389,250.00 -1,099,790.91
12/01/2024 1,391,250.00 -1,391,250.00 -1,070,656.87
11,400,000.00 13,052,500.00 -1,652,500.00 -654,459.60
Savings Summary
PV of savings from cash flow -654,459.60
Plus:Refunding funds on hand 1,001,832.32
Net PV Savings 347,372.72
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;-Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
i0Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 21
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2011 Notes
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxs xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period Debt
Ending Principal Coupon Interest Service
12/01/2015 360,000 3.000% 167,450 527,450
12/01/2016 960,000 4.000% 432,450 1,392,450
12/01/2017 1,000,000 4.000% 394,050 1,394,050
12/01/2018 1,040,000 4.000% 354,050 1,394,050
12/01/2019 1,080,000 4.000% 312,450 1,392,450
12/01/2020 1,120,000 4.000% 269,250 1,389,250
12/01/2021 1,165,000 4.000% 224,450 1,389,450
12/01/2022 1,215,000 4.000% 177,850 1,392,850
12/01/2023 1,260,000 5.000% 129,250 1,389,250
12/01/2024 1,325,000 5.000% 66,250 1,391,250
10,525,000 2,527,500 13,052,500
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPs Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPs Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 22
{ SAVINGS
(V Successor Agency to the Redevelopment Agency of the City of San Bernardino
2006 Tax TABs
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Present Value
Prior Refunding to 07/15/2015
Date Debt Service Debt Service Savings @ 2.8163148%
12/01/2015 527,823.75 464,572.00 63,251.75 63,805.62
12/01/2016 2,649,522.50 2,480,617.70 168,904.80 194,348.92
12/01/2017 2,640,200.00 2,473,506.66 166,693.34 187,624.48
12/01/2018 2,640,422.50 2,474,405.96 166,016.54 182,782.54
12/01/2019 2,536,955.00 2,369,213.26 167,741.74 178,754.17
12/01/2020 2,365,025.00 2,196,212.00 168,813.00 173,302.42
12/01/2021 2,298,556.25 2,129,180.76 169,375.49 169,081.08
12/01/2022 1,390,918.75 1,221,399.90 169,518.85 153,107.28
12/01/2023 1,386,651.25 1,220,422.60 166,228.65 146,795.72
12/01/2024 1,388,386.25 1,220,604.50 167,781.75 144,561.95
12/01/2025 1,284,045.00 1,117,111.60 166,93 3.40 139,246.03
12/01/2026 1,264,242.50 1,094,638.40 169,604.10 137,695.40
12/01/2027 1,149,286.25 984,292.80 164,993.45 129,866.97
23,522,035.00 21,446,178.14 2,075,856.86 2,000,972.58
Savings Summary
PV of savings from cash flow 2,000,972.58
Less:Prior funds on hand -2,698,116.00
Plus:Refunding funds on hand 1,684,184.05
Net PV Savings 987,040.63
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPs Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 23
BOND DEBT SERVICE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
2006 Tax TABS
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
#########################kk######Y##Y#Y#Y##YYYYYYYY#YYYYYYYYY#####YYY####k#################k###k#k##
(Shortened Amortization of Refunding Notes to 10 Years-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Period
Ending Principal Coupon Interest Debt Service
12/01/2015 265,000 1.0042% 199,572.00 464,572.00
12/01/2016 1,955,000 1.1310% 525,617.70 2,480,617.70
12/01/2017 1,970,000 1.7310% 503,506.66 2,473,506.66
12/01/2018 2,005,000 2.2540% 469,405.96 2,474,405.96
12/01/2019 1,945,000 2.7250% 424,213.26 2,369,213.26
12/01/2020 1,825,000 3.1250% 371,212.00 2,196,212.00
12/01/2021 1,815,000 3.4590% 314,180.76 2,129,180.76
12/01/2022 970,000 3.7090% 251,399.90 1,221,399.90
12/01/2023 1,005,000 3.9620% 215,422.60 1,220,422.60
12/01/2024 1,045,000 4.1620% 175,604.50 1,220,604.50
12/01/2025 985,000 4.3120% 132,111.60 1,117,111.60
12/01/2026 1,005,000 4.5120% 89,638.40 1,094,638.40
12/01/2027 940,000 4.7120% 44,292.80 984,292.80
17,730,000 3,716,178.14 21,446,178.14
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the Generic'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Tenn and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPS(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(TJ) Page 24
DISCLOSURE
Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Allocation Refunding Bonds,Series 2015
(Refunding of Multiple Outstanding Bonds of the Successor Agency)
(Shortened Amortization of Refunding Notes to 10 Yeats-Total Contribution of$12.6 million)
Assumed Single Lien Backed by RPTTF Revenues
Stifel,Nicolaus&Company,Incorporated('Stifel')has been engaged or appointed to serve as an underwriter or placement agent with respect to a particular issuance of municipal securities to
which the attached material relates and Stifel is providing all information and advice contained in the attached material in its capacity as underwriter or placement agent for that particular
issuance.As outlined in the SEC's Municipal Advisor Rule,Stifel has not acted,and will not act,as your municipal advisor with respect to the issuance of the municipal securities that is the
subject to the engagement.
Stifel is providing information and is declaring to the proposed municipal issuer and any obligated person that it has done so within the regulatory framework of MSRB Rule G-23 as an
underwriter(by definition also including the role of placement agent)and not as a financial advisor,as defined therein,with respect to the referenced proposed issuance of municipal
securities. The primary role of Stifel,as an underwriter,is to purchase securities for resale to investors in an arm's-length commercial transaction. Serving in the role of underwriter,Stifel
has financial and other interests that differ from those of the issuer.The issuer should consult with its'own financial and/or municipal,legal,accounting,tax and other advisors,as applicable,
to the extent it deems appropriate.
These materials have been prepared by Stifel for the client or potential client to whom such materials are directly addressed and delivered for discussion purposes only. All terms and
conditions are subject to further discussion and negotiation. Stifel does not express any view as to whether financing options presented in these materials are achievable or will be available at
the time of any contemplated transaction. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Stifel to provide or arrange
any financing for any transaction or to purchase any security in connection therewith and may not relied upon as an indication that such an offer will be provided in the future. Where
indicated,this presentation may contain information derived from sources other than Stifel.While we believe such information to be accurate and complete,Stifel does not guarantee the
accuracy of this information.This material is based on information currently available to Stifel or its sources and is subject to change without notice.Stifel does not provide accounting,tax or
legal advice;however,you should be aware that any proposed indicative transaction could have accounting,tax,legal or other implications that should be discussed with your advisors and/or
counsel as you deem appropriate.
All Numbers are Preliminary;Subject to Change
Financing Evaluated at Interest Rate Spreads to the GeneriC'AAA'MMD Yield Index/US Treasury Yields
Spreads are Representative of Where'BBB'Category Credits Have Recently Priced or Traded
Tax-Exempt Interest Rate Spreads(Starting at 80 bps in 2016;Finishing at 130 bps in 203 1)use MMD Levels as of May 8,2015
Taxable Interest Rate Spreads(Starting at 30 bps in 2016;Finishing at 220 bps in 2027)use US Treasury Rates as of May 8,2015
Analysis for Indicative Purposes only and Stifel does not Commit to Underwrite at these Levels
Bonds Structured with Term and Debt Service Profile Consistent(Except Notes-Final Maturity Extended to 2024)with Bonds Being Refunded
Prior Reserve Fund Balances Taken from Original Official Statements Except 1999 COPs(Need Confirmation from Trustee);Subject to Change
Prior Reserve Fund Balance for 1999 COPS Assumes MADS Attributable to Building 201/South Valle Portion of 1999 COPS Transferred to Escrow
ROPS 2014-15B Approval Amount Provided by Urban Futures on March 16,2015(Updated on March 30,2015)
Costs of Issuance(Inclusive of Underwriter's Discount)are Preliminary;Subject to Change
May 11,2015 6:40 pm Prepared by Stifel,Nicolaus&Company,Inc.(Ti) Page 25
Document comparison by Workshare Compare on Monday, May 18, 2015
11:06:43 AM
Input:
Document 1 ID interwovenSite://NCUSADMS01/USA/762076270/1
Description #762076270v1<USA> - San Bernardino Indenture-
Redevelopment Refunding 2015
Document 2 ID interwovenSite://NCUSADMS01/USA/762076270/2
Description #762076270v2<USA> - San Bernardino Indenture-
Redevelopment Refunding 2015
Rendering set standard
Legend:
Insertion
Deletion
M
Moved to
Style change
Foniiat change
MeVedtien
Inserted cell
Deleted cell
Moved cell
Split/Merged cell
Padding cell
Redline Summary:
No. Change Text
"ARTICLE I DEFINITIONS; EQUAL
1-2 Change SECURITY 9" changed to "ARTICLE I
DEFINITIONS; EQUAL SECURITY
4"
3-4 Change "Section 1.01 Definitions 9" changed to
"Section 1.01 Definitions 4"
5-6 Change "Section 1.02 Equal Security2l" changed to
"Section 1.02 Equal Security 16"
7-8 Change "CERTAIN PROVISIONS OF THE BONDS
22" changed to "CERTAIN PROVISIONS
OF THE BONDS 16"
"2.01 General Authorization; Bonds 22"
9-10 Change changed to "2.01 General Authorization;
Bonds 16"
11-12 Change "2.02 Terms of Series 2015 Bonds 22" changed
to "2.02 Terms of Series 2015 Bonds 16"
13-14 Change "2.03 Form of Series 2015 Bonds 23" changed
to "2.03 Form of Series 2015 Bonds 18"
"2.04 Redemption of Series 2015 Bonds 23"
15-16 Change changed to "2.04 Redemption of Series 2015
Bonds 18"
17-18 Change "Section 2.05 Notice of Redemption 25" changed
to "Section 2.05 Notice of Redemption 19"
"2.06 Selection of Bonds for Redemption 26"
19-20 Change changed to "2.06 Selection of Bonds for
Redemption 20"
21-22 Change "2.07 Payment of Redeemed Bonds 26" changed
to "2.07 Payment of Redeemed Bonds 20"
"2.08 Purchase in Lieu of Redemption 26"
23-24 Change changed to "2.08 Purchase in Lieu of
Redemption 21"
25-26 Change "Section 2.09 Execution of Bonds 27" changed
to "Section 2.09 Execution of Bonds 21"
27-28 Change "Section 2.10 Transfer of Bonds 27" changed
to "Section 2.10 Transfer of Bonds 21"
"Section 2.11 Exchange of Bonds 27" changed
29-30 Change to "Section 2.11 Exchange of Bonds 22"
31-32 Change "Section 2.12 Use of Depository 28" changed
to "Section 2.12 Use of Depository 22"
"Section 2.13 Bond Registration Books 29"
33-34 Change changed to "Section 2.13 Bond Registration
Books 23"
35-36 Change "Destroyed, Stolen or Lost Bonds 29" changed
to "Destroyed, Stolen or Lost Bonds 24"
37-38 Change "Section 2.15 Validity of Bonds 30" changed
to "Section 2.15 Validity of Bonds 24"
"III APPLICATION OF PROCEEDS OF
39-40 Change BONDS 30" changed to "III
APPLICATION OF PROCEEDS OF
BONDS 24"
"Allocation Among Funds and Accounts 30"
41-42 Change changed to "Allocation Among Funds and
Accounts 24"
"IV ISSUANCE OF ADDITIONAL BONDS
43-44 Change 31" changed to "IV ISSUANCE OF
ADDITIONAL BONDS 26"
45-46 Change "the Issuance of Additional Bonds 31" changed
to "the Issuance of Additional Bonds 26"
"the Issuance of Additional Bonds 33" changed
47-48 Change to "the Issuance of Additional Bonds 27"
"V TAX REVENUES; CREATION OF
49-50 Change FUNDS 33" changed to "V TAX
REVENUES; CREATION OF FUNDS 28"
51-52 Change "Tax Revenues; Tax Increment Fund 33" changed
to "Tax Revenues; Tax Increment Fund 28"
"5.02 Receipt and Deposit of Tax Revenues
53-54 Change 36" changed to "5.02Receipt and Deposit
of Tax Revenues 30"
55-56 Change "Moneys in the Tax Increment Fund 36" changed
to "Moneys in the Tax Increment Fund 30"
57-58 Change "of Moneys in Funds and Accounts 39" changed
to "of Moneys in Funds and Accounts 33"
"Payment and Reimbursement Provisions 40"
59-60 Change changed to "Payment and Reimbursement
Provisions 34"
61-62 Change "Section 5.06 Cost of Issuance Fund43" changed
to "Section 5.06 Cost of Issuance Fund 37"
"ARTICLE VI COVENANTS OF THE AGENCY
63-64 Change 43" changed to "ARTICLE VI
COVENANTS OF THE AGENCY 37"
65-66 Change "Section 6.01 Punctual Payment 43" Changed
to "Section 6.01 Punctual Payment 37"
"Section 6.02 Against Encumbrances 43"
67-68 Change changed to "Section 6.02 Against
Encumbrances 37"
69-70 Change "Funding of Claims for Interest 43" changed
to "Funding of Claims for Interest 37"
71-72 Change "Section 6.04 Payment of Claims 43" changed
to "Section 6.04 Payment of Claims 38"
73-74 Change "Accounts; Financial Statements 44" changed
to "Accounts; Financial Statements 38"
75-76 Change "of Security and Rights of Owners 44" changed
to "of Security and Rights of Owners 38"
"6.07 Payment of Taxes and Other Charges44"
77-78 Change changed to "6.07 Payment of Taxes and Other
Charges 3811
"6.08 Amendment of Redevelopment Plan 44"
79-80 Change changed to "6.08 Amendment of
Redevelopment Plan 38"
81-82 Change "Section 6.09 Tax Revenues 45" changed to
"Section 6.09 Tax Revenues 39"
"Section 6.10 Further Assurances 46" changed
83-84 Change to "Section 6.10 Further Assurances 40"
85-86 Change "6.11 Tax Covenants; Rebate Fund 46" changed
to "6.11 Tax Covenants; Rebate Fund 40"
"6.12 Compliance with the Dissolution Act 47"
87-88 Change changed to "6.12 Compliance with the
Dissolution Act 41"
89-90 Change "Section 6.13 Negative Pledge 48" changed
to "Section 6.13 Negative Pledge 42"
91-92 Change "6.14 Adverse Change in State Law48" changed
to "6.14 Adverse Change in State Law42"
"Redevelopment Obligation Retirement Fund
93-94 Change 48" changed to "Redevelopment
Obligation Retirement Fund 42"
95-96 Change "Section 6.16 Compliance Costs 48" changed
to "Section 6.16 Compliance Costs 42"
"Section 6.17 Continuing Disclosure 48"
97-98 Change changed to "Section 6.17 Continuing
Disclosure 42"
"ARTICLE VII THE TRUSTEE 49"
99-100 Change changed to "ARTICLE VII THE TRUSTEE
43"
"7.01 Appointment and Acceptance of Duties
101-102 Change 49" changed to "7.01 Appointment and
Acceptance of Duties 43"
103-104 Change "Immunities and Liability of Trustee 49" changed
to "Immunities and Liability of Trustee 43"
"Section 7.03 Merger or Consolidation 51"
105-106 Change changed to "Section 7.03 Merger or
Consolidation 45"
107-108 Change "Section 7.04 Compensation 52" changed to
"Section 7.04 Compensation 46"
109-110 Change "Section 7.05 Liability of Trustee 52" changed
to "Section 7.05 Liability of Trustee 46"
111-112 Change "7.06 Right to Rely on Documents 53" changed
to "7.06 Right to Rely on Documents 47"
"7.07 Preservation and Inspection of Documents
113-114 Change 53" changed to "7.07 Preservation and
Inspection of Documents 47"
115-116 Change "Section 7.08 Indemnity for Trustee 53" changed
to "Section 7.08 Indemnity for Trustee 47"
"PROOF OF OWNERSHIP OF THE BONDS
117-118 Change 54" changed to "PROOF OF
OWNERSHIP OF THE BONDS 48"
119-120 Change "Instruments; Proof of Ownership 54" changed
to "Instruments; Proof of Ownership 48"
"ARTICLE IX AMENDMENT OF THE
121-122 Change INDENTURE 54" changed to "ARTICLE IX
AMENDMENT OF THE INDENTURE
48"
"9.01 Amendment by Consent of Owners 54"
123-124 Change changed to "9.01 Amendment by Consent of
Owners 48"
125-126 Change "Section 9.02 Disqualified Bonds 55" changed
to "Section 9.02 Disqualified Bonds 49"
127-128 Change "Replacement of Bonds After Amendment 55"
changed to "Replacement of Bonds After
Amendment 50"
"9.04 Amendment by Mutual Consent 56"
129-130 Change changed to "9.04 Amendment by Mutual
Consent 50"
131-132 Change "Section 9.05 Opinion of Counsel 56" changed
to "Section 9.05 Opinion of Counsel 50"
133-134 Change "9.06 Notice to Rating Agencies 56" changed
to "9.06 Notice to Rating Agencies 50"
135-136 Change "of Proceedings to Bond Insurer 56" changed
to of Proceedings to Bond Insurer 50
"DEFAULT AND REMEDIES OF OWNERS
137-138 Change 56" changed to "DEFAULT AND
REMEDIES OF OWNERS 50"
139-140 Change "and Acceleration of Maturities 56" changed
to and Acceleration of Maturities 50
"10.02 Application of Funds Upon Acceleration
141-142 Change 57" changed to "10.02 Application
of Funds Upon Acceleration 51"
"10.03 Trustee to Represent Bondowners 58"
143-144 Change changed to "10.03 Trustee to Represent
Bondowners 52"
"Direction of Proceedings 58" changed to
145-146 Change "Direction of Proceedings 52"
147-148 Change "Right to Sue 59" changed to "Right to Sue
149-150 Change "Section 10.06Non-Waiver 59" changed to
"Section 10.06 Non-Waiver 53"
"Section 10.07 Remedies Not Exclusive 59"
151-152 Change changed to "Section 10.07 Remedies Not
Exclusive 54"
153-154 Change "ARTICLE XI DEFEASANCE 60" changed
to ARTICLE XI DEFEASANCE 54
155-156 Change "11.01 Discharge of Indebtedness 60" changed
to "11.01 Discharge of Indebtedness 54"
"11.02 Bonds Deemed to Have Been Paid 60"
157-158 Change changed to "11.02 Bonds Deemed to Have
Been Paid 55"
"ARTICLE XII MISCELLANEOUS 62"
159-160 Change changed to "ARTICLE XII MISCELLANEOUS
56"
161-162 Change "Agency Limited to Tax Revenues 62" changed
to "Agency Limited to Tax Revenues56"
163-164 Change "12.02 Parties Interested Herein 62" changed
to "12.02 Parties Interested Herein 56"
165-166 Change "Section 12.03 Unclaimed Moneys 62" changed
to "Section 12.03 Unclaimed Moneys 56"
167 Deletion Section 12.04 63
168 Change "Section 12.05 Moneys Held for Particular Bonds"
changed to Moneys Held for Particular Bonds
"Moneys Held for Particular Bonds 63" changed
169-170 Change to "Moneys Held for Particular Bonds 57"
"Section 12.06 Successor Is Deemed Included in"
171-172 Change changed to "Section 12.05 Successor Is Deemed
Included in"
173-174 Change "in All References to Predecessor 63" Changed
to "in All References to Predecessor 57"
"Section 12.07 Execution of Documents by
175-176 Change Owners" changed to "Section 12.06 Execution of
Documents by Owners"
177-178 Change "Execution of Documents by Owners63" changed
to "Execution of Documents by Owners 57"
"Section 12.08 Waiver of Personal Liability"
179-180 Change changed to "Section 12.07 Waiver of Personal
Liability"
181-182 Change "Waiver of Personal Liability 63" changed to
"Waiver of Personal Liability 57"
"Section 12.09 Acquisition of Bonds by Agency"
183-184 Change changed to "Section 12.08 Acquisition of Bonds
by Agency"
185-186 Change "Acquisition of Bonds by Agency 63" changed
to "Acquisition of Bonds by Agency 58"
"Section 12.10 Destruction of Cancelled Bonds"
187-188 Change changed to "Section 12.09 Destruction of
Cancelled Bonds"
189-190 Change "Destruction of Cancelled Bonds 64" changed
to "Destruction of Cancelled Bonds 58"
"Section 12.11 Content of Certificates and Reports"
191-192 Change changed to "Section 12.10 Content of
Certificates and Reports"
193-194 Change "Content of Certificates and Reports 64" changed
to "Content of Certificates and Reports 58"
"Section 12.12 Funds and Accounts" changed to
195-196 Change "Section 12.11 Funds and Accounts"
197-198 Change "Funds and Accounts 64" changed to "Funds and
Accounts 58"
"Section 12.13 Article and Section Headings and"
199-200 Change changed to "Section 12.12 Article and Section
Headings and"
201-202 Change "Section Headings and References 64" changed
to "Section Headings and References 58"
203-204 Change "Section 12.14Partial Invalidity" changed to
"Section 12.13 Partial Invalidity"
205-206 Change "Partial Invalidity 65" changed to "Partial
Invalidity 59
207 Insertion Section 12.14 Notices 59
208 Deletion Section 12.15 Notices 65
209 Moved to [EXEMPLAR BOND INSURER...SUBJECT TO
CHANGE:
210 Change "" changed to
211 Insertion [Bond
212 Moved to Insurance Payment and Reimbursement
213 Insertion Provisions 59
214 Moved from REFERENCE; SUBJECT TO...and
Reimbursement
215 Change "Provisions" changed to "Insurer Notice
Provisions"
216-217 Change "Provisions 65" changed to "Provisions 63"
"FOR REFERENCE; SUBJECT TO CHANGE:]"
218 Change changed to "FOR REFERENCE; SUBJECT TO
CHANGE:"
219 Deletion [Bond
220 Moved from Insurer Notice
221 Deletion Provisions 69
222 Deletion Section 12.18
"[EXEMPLAR BOND INSURER...Third Party
223 Change Beneficiary" changed to "Bond Insurer as Third
Party Beneficiary"
224-225 Change "Insurer as Third Party Beneficiary 70" changed
to Insurer as Third Party Beneficiary 64
226-227 Change "Section 12.19 California Law" changed to
if 12.18 California Law"
228-229 Change "California Law 70" changed to "California
Law 64
"referred to herein as the...City of San Bernardino"
230-231 Change changed to "referred to herein as the...City of San
Bernardino"
"("AB 1484"), a follow on...enacted on June 27,
232 Change 2012" changed to "("AB 1484"), a follow
on...enacted on June 27, 2012"
"$8,000,000 (the "Series...Agency of the"
233-234 Change changed to "$8,000,000 (the "Series...Agency of
the"
235 Change "of$10,000,000 (the "2011 Notes"); and" changed
to "of$10,000,000 (the "2011...Agreement"); and"
"Agreement related to and...1998A Authority
236 Change Bonds is" changed to "Agreement related to
and...1998A Authority Bonds is"
"2009A Notes, the Series...Bonds and the 2011
237-238 Change Notes" changed to "2009A Notes, the
Series...Bonds, the 2011 Notes"
239 Change "the 2011 Notes; and" changed to "the 2011 Notes
and the...Agreement; and"
"respective Senior...the payment of principal'
240 Change changed to "respective Senior...the payment of
principal'
"San Bernardino, created...Council of the City."
241-242 Change changed to "San Bernardino, created...Council of
the City."
243-244 Change ""Pass Through...statutory pass-through" changed
to ""Pass Through...statutory pass-through"
"approved by Ordinance...of the City on August 6,"
245-246 Change changed to "approved by Ordinance...of the City
on August 6,"
"approved by Ordinance...of the City on February"
247-248 Change changed to "approved by Ordinance...of the City
on February"
"project areas, approved...of the City in 1983 (the'
249-250 Change changed to "project areas, approved...of the City
in 1983 (the"
"approved by Ordinance...the City July 20, 2000"
251-252 Change changed to "approved by Ordinance...the City
July 20, 2000"
253-254 Change "approved by Ordinance...the City June 25, 1990"
changed to "approved by Ordinance...the City
June 25, 1990"
"approved by Ordinance...the City April 27, 1970"
255-256 Change changed to "approved by Ordinance...the City
April 27, 1970"
"approved by Ordinance...the City June 21, 1976"
257-258 Change changed to "approved by Ordinance...the City
June 21, 1976"
"approved by Ordinance...of the City July 6, 1982"
259-260 Change changed to "approved by Ordinance...of the City
July 6, 1982"
"approved by Ordinance...of the City July 9, 1984"
261-262 Change changed to "approved by Ordinance...of the City
July 9, 1984"
"approved by Ordinance...the City June 16, 1986"
263-264 Change changed to "approved by Ordinance...the City
June 16, 1986"
"approved by Ordinance...the City June 20, 1983"
265-266 Change changed to "approved by Ordinance...the City
June 20, 1983"
"written notice is given...effective date of any"
267-268 Change changed to "written notice is given...effective date
of any"
"new Series of Bonds shall...(ii) above,but limited"
269-270 Change changed to "new Series of Bonds shall...(ii)
above, but limited"
271 Format change "ROPS Payment Period"...permitted to be
expended
272 Format change the Dissolution Act, as amended.
273 Format change "ROPS Period" shall mean...a ROPS; provided,
that
274 Format change the Dissolution Act is...Act, as amended.
275 Format change "RPTTF" or"Redevelopment...Auditor-Controller.
276 Format change "RPTTF Distribution Date"...to an approved
ROPS.
"Section 148 of the Code,...on the date the Tax"
277 Change changed to "Section 148 of the Code....on the date
the Tax"
278 Change "subdivision (a) of...by a final judicial" changed
to subdivision (a) of...by a final judicial
279 IChange "Series 2015 Bonds shall...Co. as registered
owner," changed to "Series 2015 Bonds
shall...Co. as registered owner,"
"Interest Payment Date...otherwise instructed,by"
280 Change changed to "Interest Payment Date...otherwise
instructed,by"
Statistics:
Count
Insertions 133
Deletions 135
Moved from 3
Moved to 3
Style change 0
Format changed 6
Total changes 280
INDENTURE OF TRUST
by and between
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of[DATED DATE]
relating to
Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Allocation Refunding Bonds
including
Series 2015A (Tax-Exempt) Series 2015B (Federally Taxable)
OHSUSA:762076270.2
5-5
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; EQUAL SECURITY ........................................................9'42
Section 1.01 Definitions........................................................................................9344
Section 1.02 Equal Security..............................................................................25166
ARTICLE II THE BONDS; CERTAIN PROVISIONS OF THE BONDS..................22'16'
Section 2.01 General Authorization; Bonds...................................................2291610
Section 2.02 Terms of Series 2015 Bonds.....................................................22111612
Section 2.03 Form of Series 2015 Bonds.......................................................23131814
Section 2.04 Redemption of Series 2015 Bonds............................................2-31151s16
Section 2.05 Notice of Redemption...............................................................23171918
Section 2.06 Selection of Bonds for Redemption..........................................26192020
Section 2.07 Payment of Redeemed Bonds...................................................2.6212022
Section 2.08 Purchase in Lieu of Redemption...............................................26232124
Section 2.09 Execution of Bonds...................................................................22252126
Section 2.10 Transfer of Bonds .....................................................................2272128
Section 2.11 Exchange of Bonds...................................................................22292230
Section 2.12 Use of Depository.....................................................................2$312232
Section 2.13 Bond Registration Books..........................................................21332334
Section 2.14 Mutilated, Destroyed, Stolen or Lost Bonds.............................29352436
Section 2.15 Validity of Bonds......................................................................38372438
ARTICLE III APPLICATION OF PROCEEDS OF BONDS....................................38392440
Section 3.01 Application of Proceeds of Sale of Series 2015 Bonds --
Allocation Among Funds and Accounts...................................38412442
ARTICLE IV ISSUANCE OF ADDITIONAL BONDS ............................................3. 432644
Section 4.01 Conditions for the Issuance of Additional Bonds.....................4 45 26 46
Section 4.02 Procedure for the Issuance of Additional Bonds ......................X472748
ARTICLE V TAX REVENUES; CREATION OF FUNDS......................................33492850
Section 5.01 Pledge of Tax Revenues; Tax Increment Fund.........................33512852
Section 5.02 Receipt and Deposit of Tax Revenues.......................................,6533054
Section 5.03 Establishment and Maintenance of Accounts for Use of
Moneys in the Tax Increment Fund..........................................3,6553056
Section 5.04 Investment of Moneys in Funds and Accounts.........................39 57 33 58
Section 5.05 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Reserve Policy
Payment and Reimbursement Provisions..................................49593460
Section 5.06 Cost of Issuance Fund...............................................................43613762
ARTICLE VI COVENANTS OF THE AGENCY......................................................43 63 37 64
Section 6.01 Punctual Payment......................................................................43653766
Section 6.02 Against Encumbrances..............................................................43673768
i
TABLE OF CONTENTS
(continued)
Page
Section 6.03 Extension or Funding of Claims for Interest.............................43693770
Section 6.04 Payment of Claims....................................................................43.713s 72
Section 6.05 Books and Accounts; Financial Statements..............................44733874
Section 6.06 Protection of Security and Rights of Owners ...........................44753876
Section 6.07 Payment of Taxes and Other Charges.......................................44773878
Section 6.08 Amendment of Redevelopment Plan........................................44793880
Section 6.09 Tax Revenues............................................................................45813982
Section 6.10 Further Assurances....................................................................46834o84
Section 6.11 Tax Covenants; Rebate Fund....................................................46854086
Section 6.12 Compliance with the Dissolution Act.......................................47 874188
Section 6.13 Negative Pledge........................................................................48894290
Section 6.14 Adverse Change in State Law...................................................48914292
Section 6.15 Credits to Redevelopment Obligation Retirement Fund...........49934294
Section 6.16 Compliance Costs 48954296
Section 6.17 Continuing Disclosure 44974298
ARTICLE VII THE TRUSTEE 9943100
...................................................................................
Section 7.01 Appointment and Acceptance of Duties................................4910143102
Section 7.02 Duties, Immunities and Liability of Trustee..........................49'0343104
Section 7.03 Merger or Consolidation........................................................�1054s106
Section 7.04 Compensation ........................................................................X10746108
Section 7.05 Liability of Trustee ................................................................X10946110
Section 7.06 Right to Rely on Documents.................................................. 11147112
Section 7.07 Preservation and Inspection of Documents............................541347114
11 Section 7.08 Indemnit for Trustee 531547116
ARTICLE VIII EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF
OWNERSHIP OF THE BONDS.......................................................5411748118
Section 8.01 Execution of Instruments; Proof of Ownership.....................5411948'20
ARTICLE IX AMENDMENT OF THE INDENTURE...........................................5412'48'22
Section 9.01 Amendment by Consent of Owners.......................................5412348'24
Section 9.02 Disqualified Bonds................................................................. '2549126
Section 9.03 Endorsement or Replacement of Bonds After Amendment ..5 '2750128
Section 9.04 Amendment by Mutual Consent............................................5612950130
Section 9.05 Opinion of Counsel 13150132
Section 9.06 Notice to Rating Agencies 13350134
Section 9.07 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE: Transcript of
Proceedings to Bond Insurer..................................................5613550'36
ARTICLE X EVENTS OF DEFAULT AND REMEDIES OF OWNERS............55'3750138
Section 10.01 Events of Default and Acceleration of Maturities .................56'3950140
Section 10.02 Application of Funds Upon Acceleration ..............................5714151'42
OHSUSA:762076270.2 11
5-5
TABLE OF CONTENTS
(continued)
Page
Section 10.03 Trustee to Represent Bondowners 14352144
Section 10.04 Bondowners' Direction of Proceedings................................. 145 52 146
Section 10.05 Limitation on Bondowners' Right to Sue..............................—59147S3148
Section 10.06 Non-Waiver............................................................................X14953150
Section 10.07 Remedies Not Exclusive........................................................X915154152
ARTICLE XI DEFEASANCE..................................................................................6A153541s4
Section 11.01 Discharge of Indebtedness.....................................................6,015554156
Section 11.02 Bonds Deemed to Have Been Paid........................................6915755158
ARTICLE XII MISCELLANEOUS 15956160
..........................................................................
Section 12.01 Liability of Agency Limited to Tax Revenues ......................616156162
Section 12.02 Parties Interested Herein 616356164
Section 12.03 Unclaimed Moneys 616556166
................................................................ _
Section 12.04 6-3 167Seefion 12.05....................... 168 Moneys Held for Particular Bonds 6316957170
Section 12.06 171 12.05 172.Successor Is Deemed Included in All References to Predecessor 6317357174
Section 12.0717512.06176.............................................Execution of Documents by Owners 6317757178
Section 12.0&17912.07180..........................................................Waiver of Personal Liability 618157182
Section 12.0918312.08184...................................................Acquisition of Bonds by Agency 6-318558186
Section 12. 12.09188 Destruction of Cancelled Bonds 6418958190
......................................................
Section X119112.10192 Content of Certificates and Reports 6419358194
...............................................
Section 12. 12.11196 Funds and Accounts 6419758198
............................... .....................................
Section 12.1319912.12200...............................Article and Section Headings and References 642°1582°2
Section 12.1420312.13204 Partial Invalidity 6620559206
Section 12.14 Notices......................................................................................... 59207
Section 12.15 '`T�65208[EXEMPLAR BOND INSURER TERMS INCLUDED FOR REFERE
Section 12.16 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Bond z
Puy ent an noun„ ,-sem0„+214Insurer Notice215 Provisions 6521663217
Section 12.17 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:}218
[Band
220ro80"S.......................... 60221
Netiee o t, t .
Section J X922612.18227
California Law 7022864229
APPENDIXA FORM OF BOND................................................................................................. 1
APPENDIX B SCHEDULE OF SEMI-ANNUAL AND ANNUAL INTEREST AND
PRINCIPAL PAYMENTS OF THE SERIES 2015 BONDS.......................... 1
OHSUSA:762076270.2 111
5-5
THIS INDENTURE OF TRUST, dated as of [DATED DATE] (the "Indenture"), by
and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic, duly
organized and existing pursuant to the Community Redevelopment Law of the State of
California and U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States and authorized to accept and execute
trusts of the character herein set out with a corporate trust office located in Los Angeles,
California, as trustee (the "Trustee"),
WITNESSETH:
WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of
the California Health and Safety Code and referred to herein as the "Law"), the 30Mavor
and Common 231 Council of the City of San Bernardino (the "City") created the Redevelopment
Agency of the City of San Bernardino (the "Former RDA"); and
WHEREAS, the Former RDA was a redevelopment agency, a public body, corporate
and politic duly created, established and authorized to transact business and exercise its powers,
all under and pursuant to the Law, and the powers of such agency included the power to issue
bonds for any of its corporate purposes; and
WHEREAS, pursuant to California Health and Safety Code Section 34173(d), the
Successor Agency to the Redevelopment Agency of the City of San Bernardino is the successor
agency established following the dissolution of the Former RDA on February 1, 2012 pursuant to
Assembly Bill X126 ("AB 26"); and
WHEREAS,Assembly Bill No. 1484 ("AB 1484"), a follow on bill to AB-)-232 26, was
enacted on June 27, 2012 and provides a mechanism to refund outstanding bonds or other
indebtedness under certain circumstances; and
WHEREAS, California Health and Safety Code Section 34177.5(a) authorizes successor
agencies to refund outstanding bonds or other indebtedness provided that(i)the total interest cost
to maturity on the refunding bonds or other indebtedness plus the principal amount of the
refunding bonds or other indebtedness shall not exceed the total remaining interest cost to
maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the
bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds
or other indebtedness shall not exceed the amount required to defease the refunded bonds or
other indebtedness, to establish customary debt service reserves, and to pay related costs of
issuance; and
WHEREAS California Health and Safety Code Section 34177.5(a)(2) authorizes
successor agencies to refund outstanding bonds or other indebtedness to finance debt service
spikes, including balloon maturities, on existing indebtedness, provided that (i) the existing
indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt
service; and (ii) the principal amount of the bonds or other indebtedness shall not exceed the
amount required to finance the debt service spikes, including establishing customary debt service
reserves and paying related costs of issuance; and
OHSUSA:762076270.2
5-5
WHEREAS, the Agency has determined to refund and defease its outstanding (i) Loan
Agreement, dated as of March 1, 1998 (the "1998 Loan Agreement"), between the Agency and
the San Bernardino Joint Powers Financing Authority (the "Authority"), which secures the San
Bernardino Joint Powers Financing Authority Subordinated Tax Allocation Bonds, Series
1998B, originally issued in the amount of $8,590,000 of which $[3,330,000] is currently
outstanding (the "Series 1998B Authority Bonds"), (ii) Seven Loan Agreements, each dated as of
April 1, 2002 (the "2002 Loan Agreements"), between the Agency and the Authority, which
secures the San Bernardino Joint Powers Financing Authority Tax Allocation Refunding Bonds,
Series 2002, originally issued in the amount of$30,330,000 of which $[17,420,000] is currently
outstanding (the "Series 2002 Authority Bonds"), (iii) Loan Agreement, dated as of January 1, 2002
(the "2002A Loan Agreement'), between the Agency and the Authority, which secures the San
Bernardino Joint Powers Financing Authority Tax Allocation Bonds, Series 2002A, originally
issued in the amount of $3,635,000 of which $[2,780,000] is currently outstanding (the "Series
2002A Authority Bonds"), (iv) Loan Agreement, dated as of April 1, 2006 (the "2006 Loan
Agreement'), between the Agency and the Authority, which secures the San Bernardino Joint
Powers Financing Authority Tax Allocation Bonds, Taxable Series 2006, originally issued in the
amount of$28,665,000 of which $[17,305,000] is currently outstanding (the "Series 2006 Authority
Bonds"), (v) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory
Note, Series 2009A originally issued and currently outstanding in the amount of$15,000,000 (the
"2009A Notes"), (vi) Loan Agreement, dated as of September 1, 2010 (the "2010 Loan
Agreement'), between the Agency and the Inland Valley Development Agency (the "IVDA"),
which secures the Inland Valley Development Agency Revenue Bond Series 2010, originally
issued and currently outstanding in the amount of $8,000,000 (the "Series 2010 IVDA Bonds")
a�2333234 (vii) Redevelopment Agency of the City of San Bernardino Tax Exempt Promissory
Note, Series 2011 originally issued and currently outstanding in the amount of$10,000,000 (the
"2011 Notes") and viii) Reimbursement Agreement dated September 29, 1999, between the
former RDA and the City, which secures the portion of the San Bernardino Joint Powers
Financing Authority 1999 Refunding Certificates of Participation (Police Station, South Valle
Ref endings and 201 Building Project) (the "1999 COPS") relating to the South Valle Refundings
and 201 Building, originally issued in the total amount of $15,480,000 of which $8,750,000
pertained only to the South Valle Refundings and 201 Building portion and for which the
currently outstanding balance pertaining only to the South Valle Refundings and 201 Building
portion_equals $4,855,000 (the Reimbursement Agreement relating to the South Valle
Refundings and 201 Building Portion of the 1999 COPS is referred to herein as the "1999
Reimbursement Agreement")235; and
WHEREAS, the 1998 Loan Agreement additionally secures the San Bernardino Joint
Powers Financing Authority Tax Allocation Refunding Bonds, Series 1998A, originally issued in
the amount of $19,000,000 of which $[X,000,000] is currently outstanding (the "Series 1998A
Senior Authority Bonds"), and only that portion of the 1998 Loan Agreement related to and
securing Series 1998B Bonds is intended to be refunded and defeased by the Agency; and
WHEREAS, that portion of the 1998 Loan Agreement related to and securing the236
Series 1998A Authority Bonds is referred to herein as the "1998A Senior Loan Agreement,"
which 1998A Senior Loan Agreement is secured by tax increment revenues generated by the
Central City Merged Redevelopment Project Area; and
2
WHEREAS, the term "Refunded Obligations" shall mean the 1998 Loan Agreement
(relating to and securing the Series 1998B Bonds), the 2002 Loan Agreements, the 2002A Loan
Agreement, the 2006 Loan Agreement, the 2009A Notes, the Series 2010 Bonds-and 2111211 the
2011 Notes and the 1999 Reimbursement Agreement239; and
WHEREAS, the Agency has heretofore executed and delivered its (i) Seven Loan
Agreements, each dated as of September 1, 2005 (the "2005 Senior Loan Agreements"), between
the Agency and the Authority, which secure (A) the San Bernardino Joint Powers Financing
Authority Tax Allocation Revenue Refunding Bonds, Series 2005A, originally issued in the
amount of $55,800,000 of which $[Y,000,000] is currently outstanding (the "Series 2005A
Authority Bonds"), and (B) the San Bernardino Joint Powers Financing Authority Tax
Allocation Revenue Refunding Bonds, Series 2005B, originally issued in the amount of
$21,105,000 of which $[Z,000,000] is currently outstanding (the "Series 2005B Authority
Bonds"), which 2005 Senior Loan Agreements are each secured by tax increment revenues
generated by one of the Seven Project Areas,hereinafter defined; and
WHEREAS, the Agency has heretofore executed and delivered its Loan Agreement,
dated as of December 1, 2010 (the "2010 Senior Loan Agreement"), between the Agency and the
Authority, which secures the San Bernardino Joint Powers Financing Authority Tax Allocation
Bonds, Series 2010A, originally issued in the amount of $7,065,000 of which $[A,000,000] is
currently outstanding (the "Series 2010A Authority Bonds"), which 2010 Senior Loan
Agreement is secured by tax increment revenues generated by the Northwest Project Area,
defined herein; and
WHEREAS, the Agency has heretofore executed and delivered its Loan Agreement,
dated as of January 1, 2011 (the "2011 Senior Loan Agreement"), between the Agency and the
Authority, which secures the San Bernardino Joint Powers Financing Authority Tax Allocation
Bonds, Series 2010B, originally issued in the amount of$3,220,000 of which $[B4O00,000] is
currently outstanding (the "Series 2010B Authority Bonds"), which 2010 Senior Loan
Agreement is secured by tax increment revenues generated by the Northwest Project Area,
defined herein; and
WHEREAS, the 1998A Senior Loan Agreement, 2005 Senior Loan Agreements, 2010
Senior Loan Agreement and the 2011 Senior Loan Agreement are referred to herein as the
"Senior Obligations"; and
WHEREAS, the Agency has determined to issue its Successor Agency to the
Redevelopment Agency of the City of San Bernardino Tax Allocation Refunding Bonds, Series
2015A (the "Series 2015A Bonds") [and Tax Allocation Refunding Bonds, Series 2015B
(Federally Taxable) (the "Series 2015B Bonds" and, together with the Series 2015A Bonds,] the
"Series 2015 Bonds"), in order to refund the Refunded Obligations, [funding a reserve account
and/or providing for a reserve policy or surety for deposit to the reserve account for the Series
2015 Bonds] and pay the costs of issuance of the Series 2015 Bonds; and
WHEREAS, the Bonds will be secured by a pledge of, and lien on, and shall be repaid
from Tax Revenues (as defined herein) and certain moneys deposited from time to time in the
3
Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section
34172 of the California Health and Safety Code; and
WHEREAS, the Bonds will be issued and payable on a basis subordinate to that portion
of the pledge of [Tax Revenues (as defined in each respective Senior Obligation)] her-eaft
240 securing the payment of principal of and interest on the Senior Obligations; and
WHEREAS, the Bonds will be issued and payable from amounts on deposit in the
Redevelopment Property Tax Trust Fund; and
WHEREAS, all conditions, things and acts required by law to exist, happen and be
performed precedent to and in connection with the issuance of the Bonds exist, have happened
and have been performed in regular and due time, form and manner as required by law, and the
Agency is now duly empowered to issue the Bonds;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure
the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued
and outstanding under the Indenture, according to their tenor, and to secure the performance and
observance of all the covenants and conditions therein and herein set forth, and to declare the
terms and conditions upon and subject to which the Bonds are to be issued and received, and in
consideration of the premises and of the mutual covenants herein contained and of the purchase
and acceptance of the Bonds by the owners thereof, and for other valuable considerations, the
receipt of which is hereby acknowledged, the Agency does hereby covenant and agree with the
Trustee, for the benefit of the respective owners from time to time of the Bonds, as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in
this section shall for all purposes of the Indenture and of the Bonds and of any certificate,
opinion, report, request or other document herein or therein mentioned have the meanings herein
specified.
"Additional Bonds" shall mean all tax allocation bonds of the Agency authorized and
executed pursuant to the Indenture and issued and delivered in accordance with Article IV.
"Agency" shall mean the Successor Agency to the Redevelopment Agency of the City of
San Bernardino, as successor to the Former RDA in accordance with the Dissolution Act.
Annual Debt Service" shall mean, for each Bond Year, the sum of(a) the interest due on
the Outstanding Bonds and any Parity Debt in such Bond Year, assuming that the Outstanding
Bonds are retired as scheduled (including by reason of mandatory sinking fund redemptions),
and (b) the scheduled principal amount of the Outstanding Bonds due in such Bond Year
(including any mandatory sinking fund redemptions due in such Bond Year).
"Average Annual Debt Service" shall mean the average of the Annual Debt Service for
all Bond Years, including the Bond Year in which the calculation is made.
4
"Bond Counsel" shall mean counsel of recognized national standing in the field of law
relating to municipal bonds.
["Bond Insurance Policy" shall mean the insurance policy [or policies] issued by the
Bond Insurer guaranteeing the scheduled payment of principal of and the interest when due on
the [Insured Series 2015_Bonds].]
["Bond Insurer" or "[INSURER]" shall mean , or any successor thereto or
assignee thereof, as insurer of the Insured Series 2015_Bonds.]
"Bond Year" shall mean (1) with respect to the initial Bond Year, the period from the
date the Bonds are originally delivered to and including the first succeeding [December] 1, and
(2) thereafter, each twelve-month period from [December] 2 in any calendar year to and
including [December] 1 in the following calendar year.
"Bonds" shall mean the Series 2015 Bonds and all Additional Bonds.
"Business Day" shall mean a day of the year on which banks in Los Angeles, California,
and any other place in which the Corporate Trust Office of the Trustee is located are not required
or authorized to remain closed and on which the New York Stock Exchange is not closed.
"City" shall mean the City of San Bernardino, California.
"Code" shall mean the Internal Revenue Code of 1986, as amended and any regulations
of the United States Department of the Treasury issued thereunder.
"Compliance Costs" shall mean those costs incurred by the Agency or the Trustee in
connection with their compliance with the Indenture and the Continuing Disclosure Agreement
that are chargeable against the RPTTF as provided in Section 5.01 and 6.16, including legal fees
and charges, fees and disbursements of consultants and professionals, rating agency fees,
amounts to reimburse the Bond Insurer for draws on its Bond Insurance Policy and Reserve
Policy, and all amounts required to be rebated to the United States pursuant to Section 148(f) of
the Code in accordance with Section 6.11 and the Tax Certificate.
"Consultant's Report" shall mean a report signed by an Independent Financial
Consultant or an Independent Redevelopment Consultant, as may be appropriate to the subject of
the report, and including:
(1) a statement that the person or firm making or giving such report has read the
pertinent provisions of the Indenture to which such report relates;
(2) a brief statement as to the nature and scope of the examination or investigation
upon which the report is based; and
(3) 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 Redevelopment Consultant to express an informed opinion with respect to the
subject matter referred to in the report.
5
"Continuing Disclosure Agreement" shall mean that Continuing Disclosure
Agreement, by and between the Agency and the Trustee, dated as of 1, 2015, relating to
the Series 2015 Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
"Corporate Trust Office" shall mean such corporate trust office of the Trustee as may
be designated from time to time by written notice from the Trustee to the Agency, initially being
such office located in Los Angeles, California except that with respect to presentation of Bonds
for registration, payment, redemption, transfer or exchange, such terms shall mean the office of
the Trustee in St. Paul, Minnesota, or such other office designated by the Trustee from time to
time as its Corporate Trust Office.
"Cost of Issuance Fund" shall mean the Fund by that name established pursuant to
Section 5.06 hereof.
"Costs of Issuance" shall mean all items of expense directly or indirectly payable by or
reimbursable to the Agency or the City and related to the authorization, issuance, sale and
delivery of the Bonds and the refunding of the Refunded Obligations, including but not limited to
publication and printing costs, costs of preparation and reproduction of documents, filing and
recording fees, fees and charges of the Trustee and the Escrow Agent, legal fees and charges,
fees and disbursements of consultants and professionals, rating agency fees, fees and charges for
preparation, execution, transportation and safekeeping of the Bonds and any other cost, charge or
fee in connection with the original issuance of the Bonds and the refunding of the Refunded
Obligations as provided in a Costs of Issuance invoice transmitted by the Agency (which may
include costs and expenses of the Agency and the City) to the Agency and the Trustee at the time
of the original issuance of the Bonds to be paid from proceeds of the Bonds in accordance with
Section 3.01 or as provided in a Supplemental Indenture.
"County" shall mean the County of San Bernardino, a political subdivision of the State
of California.
"County Auditor-Controller" shall mean the Auditor-Controller of the County of San
Bernardino.
"Dissolution Act" shall mean Parts 1.8 (commencing with Section 34161) and 1.85
(commencing with Section 34170) of the Law.
"DOF" shall mean the State of California Department of Finance.
"Escrow Agent" shall mean , as Escrow Agent under
the Escrow Agreement.
"Escrow Agreement" shall mean the Escrow Agreement
. [possibly multiple agreements]
"Expense Account" shall mean the account established pursuant to Section 5.03 hereof.
6
"Federal Securities" shall mean (a) non-callable direct obligations of the United States
of America ("United States Treasury Obligations"), and (b) evidences of ownership of
proportionate interests in future interest and principal payments on United States Treasury
Obligations held by a bank or trust company as custodian, under which the owner of the
investment is the real party in interest and has the right to proceed directly and individually
against the obligor and the underlying United States Treasury Obligations are not available to
any person claiming through the custodian or to whom the custodian may be obligated.
"Fiscal Year" shall mean the period commencing on July 1 of each year after the date of
the sale and delivery of the Bonds and terminating on the next succeeding June 30, or any other
annual accounting period hereafter selected and designated by the Agency as its Fiscal Year in
accordance with the Law and with notice to the Trustee.
"Former RDA" shall mean the former Redevelopment Agency of the City of San
Bernardino, created by the C41Mavor and Common 242 Council of the City.
"Indenture" shall mean this Indenture and all Supplemental Indentures.
"Independent Certified Public Accountant" shall mean any certified public accountant
or firm of such accountants duly licensed and entitled to practice and practicing as such under the
laws of the State of California, appointed and paid by the Agency, and who, or each of whom:
(1) is in fact independent and not under the domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency; and
(3) is not connected with the Agency as a member, officer or employee of the
Agency, but who may be regularly retained to make annual or other audits of the books of or
reports to the Agency.
"Independent Financial Consultant" shall mean a financial consultant or firm of such
consultants generally recognized to be well qualified in the financial consulting field, appointed
and paid by the Agency and who, or each of whom:
(1) is in fact independent and not under the domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency; and
(3) is not connected with the Agency as a member, officer or employee of the
Agency,but who may be regularly retained to make annual or other reports to the Agency.
"Independent Redevelopment Consultant" shall mean a consultant or firm of such
consultants generally recognized to be well qualified in the field of consulting relating to tax
allocation bond financing by California redevelopment agencies and their successor agencies,
appointed and paid by the Agency and who, or each of whom:
(1) is in fact independent and not under the domination of the Agency;
7
(2) does not have any substantial interest, direct or indirect, with the Agency; and
(3) is not connected with the Agency as a member, officer or employee of the
Agency, but who may be regularly retained to make annual or other reports to the Agency.
["Insured Series 2015_ Bonds" shall mean the Series 2015 _ Bonds maturing on
[December] 1 in the years 20_, 20 and 20_.]
"Interest Account" shall mean the account maintained within the Tax Increment Fund
pursuant to Section 5.03 of the Indenture.
"Interest Payment Date" shall mean any [June] 1 or [December] 1 on which interest on
any Series of Bonds is scheduled to be paid, commencing 1, 20_, with respect to the
Series 2015 Bonds.
"Investment Agreement" shall mean an investment agreement or guaranteed investment
contract meeting the description and the requirements contained in clause (10) of the definition
of Permitted Investments herein.
"Investment Earnings" shall mean all interest earned and any realized gains and losses
on the investment of moneys in any fund or account created by the Indenture or by any
Supplemental Indenture.
"Law" shall mean the Community Redevelopment Law of the State of California (being
Part I of Division 24 of the California Health and Safety Code, as amended), and all laws
amendatory thereof or supplemental thereto including, without limitation, the Dissolution Act.
"Maximum Annual Debt Service" shall mean the largest Annual Debt Service for any
Bond Year, including the Bond Year the calculation is made.
"MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity
designated or authorized by the Securities and Exchange Commission to receive reports pursuant
to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange
Commission, filings with the MSRB are to be made through the Electronic Municipal Market
Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
"Officer's Certificate" shall mean a certificate signed by the [Mayor, the City Manager
or the Director of Finance, acting for and on behalf of the Agency, the Executive Director of the
Agency, or the City Clerk acting for the Agency].
"Outstanding" when used as of any particular time with reference to Bonds, shall mean
(subject to the provisions of Section 9.02) all Bonds except:
(1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for
cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section 11.02;
and
8
(3) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized, executed, issued and delivered by the Agency pursuant to the Indenture.
"Oversight Board" shall mean the oversight board of the Agency duly constituted from
time to time pursuant to Section 34179 of the Dissolution Act.
"Owner" or "Bondowner" whenever employed herein shall mean the person in whose
name such Bond shall be registered.
"Parity Debt" shall mean any additional tax allocation bonds, notes, interim certificates,
debentures or other obligations issued by the Agency as permitted by the Indenture payable out
of Tax Revenues and ranking on a parity with the Bonds.
"Pass-Through Agreements" shall mean [to come].
"Pass Through Obligations" shall means 243 mean 244 (i) the statutory pass-through
obligations of the Agency described under Section 33607.5 of the Law, and (ii)the Pass-Through
Agreements, and shall include amounts elected to be allocated pursuant to subdivision (a) of
Section 33676 of the California Health and Safety Code.
"Permitted Investments" shall mean any of the following to the extent then permitted
by the general laws of the State of California applicable to investments by counties:
(1) (a) Direct obligations (other than an obligation subject to variation in principal
repayment) of the United States of America ("United States Treasury Obligations"), (b)
obligations fully and unconditionally guaranteed as to timely payment of principal and interest
by the United States of America, (c) obligations fully and unconditionally guaranteed as to
timely payment of principal and interest by any agency or instrumentality of the United States of
America when such obligations are backed by the full faith and credit of the United States of
America, or (d) evidences of ownership of proportionate interests in future interest and principal
payments on obligations described above held by a bank, trust company or bank holding
company as custodian, under which the owner of the investment is the real party in interest and
has the right to proceed directly and individually against the obligor and the underlying
government obligations are not available to any person claiming through the custodian or to
whom the custodian may be obligated (collectively "United States Obligations"). These include,
but are not necessarily limited to:
- U.S. Treasury obligations
All direct or fully guaranteed obligations
- Farmers Home Administration
Certificates of beneficial ownership
- General Services Administration
Participation certificates
- U.S. Maritime Administration
Guaranteed Title XI financing
- Small Business Administration
9
Guaranteed participation certificates
Guaranteed pool certificates
- Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
U.S. Department of Housing &Urban Development
Local authority bonds
(2) Obligations of instrumentalities or agencies of the United States of America
limited to the following: (a) the Federal Home Loan Bank Board ("FHLB"); (b) the Federal
Home Loan Mortgage Corporation ("FHLMC"); (c) the Federal National Mortgage Association
(FNMA); (d) Federal Farm Credit Bank ("FFCB"); (e) Government National Mortgage
Association ("GNMA"); (f) Student Loan Marketing Association ("SLMA"); and (g) guaranteed
portions of Small Business Administration("SBA") notes.
(3) Commercial paper having original maturities of not more than 270 days, payable
in the United States of America and issued by corporations that are organized and operating in
the United States with total assets in excess of$500 million and having "A" or better rating for
the issuer's long-term debt as provided by S&P and "A-1" or better rating for the issuer's short-
term debt as provided by S&P.
(4) The San Bernardino County Treasury Pool.
(5) Bills of exchange or time drafts drawn on and accepted by a commercial bank,
otherwise known as "bankers' acceptances," having original maturities of not more than 180
days. The institution must have a minimum short-term debt rating of"P-1"by S&P, and a long-
term debt rating of no less than "A"by S&P.
(6) Shares of beneficial interest issued by diversified management companies, known
as money market funds, registered with the U.S. Securities and Exchange Commission under the
Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.) and whose fund has received
the highest possible rating from S&P and at least one other Rating Agency.
(7) Certificates of deposit issued by a nationally- or state-chartered bank or a state or
federal association (as defined by Section 5102 of the California Financial Code) or by a state-
licensed branch of a foreign bank, in each case which has, or which is a subsidiary of a parent
company which has, obligations outstanding having a rating in the "A" category or better from
S&P.
(8) Pre-refunded municipal obligations rated "AAA" by S&P meeting the following
requirements:
(a) the municipal obligations are (i) not subject to redemption prior to
maturity or (ii) the trustee for the municipal obligations has been given irrevocable
instructions concerning their call and redemption and the issuer of the municipal
10
obligations has covenanted not to redeem such municipal obligations other than as set
forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury
Obligations which may be applied only to payment of the principal of, interest and
premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations
(plus any cash in the escrow) has been verified by the report of independent certified
public accountants to be sufficient to pay in full all principal of, interest, and premium, if
any, due and to become due on the municipal obligations ("Verification");
(d) the cash or United States Treasury Obligations serving as security for the
municipal obligations are held by an escrow agent or trustee in trust for owners of the
municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted
except with another United States Treasury Obligation and upon delivery of a new
Verification; and
(fl the cash or United States Treasury Obligations are not available to satisfy
any other claims, including those by or against the trustee or escrow agent.
(9) Repurchase agreements which have a maximum maturity of 30 days, or due on
demand, and are fully secured at or greater than 102% of the market value plus accrued interest
by obligations of the United States Government, its agencies and instrumentalities, in accordance
with number(2) above.
(10) Investment agreements and guaranteed investment contracts with issuers having a
long-term debt rating of at least"AA"by S&P.
(11) Local Agency Investment Fund (established under Section 16429.1 of the
California Government Code), provided that such investment is held in the name and to the
credit of the Trustee, and provided further that the Trustee may restrict such investment if
required to keep moneys available for the purposes of the Indenture.
(12) Shares in a State of California common law trust established pursuant to Title 1,
Division 7, Chapter 5 of the California Government Code which invests exclusively in
investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California
Government Code, as it may be amended.
["Plan Limit" shall mean each or the applicable, as the context suggests, redevelopment
plan limit specified in the Redevelopment Plan.]
"Principal Account" shall mean the account maintained within the Tax Increment Fund
pursuant to Section 5.03 of the Indenture.
11
"Principal Installment" shall mean, with respect to any Principal Payment Date, the
principal amount of Outstanding Bonds (including mandatory sinking fund payments) due on
such date, if any.
"Principal Corporate Trust Office" shall mean the office of the Trustee in Los
Angeles, California, except that with respect to presentation of Bonds for payment, transfer or
exchange, such term shall mean the corporate trust office of the Trustee in St. Paul, Minnesota,
or such other offices as it shall designate from time to time.
"Principal Payment Date" shall mean any [December] 1 on which principal of any
Series of Bonds is scheduled to be paid, commencing on [December] 1, 20_with respect to the
Series 2015 Bonds.
"Project Area;" shall mean collectively the territory comprising the following
redevelopment projects of the Agency: (i) the Central City North Project Area, approved by
Ordinance enacted by the QO/ ayor and Common246 Council of the City on August 6, 1973
(the "Central City North Project Area"); (ii) the Central City West Project Area, approved by
Ordinance enacted by the GO/ Mayor and Common248 Council of the City on February 17,
1976 (the Central City West Project Area"); (iii)the Central City Merged Redevelopment Project
Area, a merger of three previously formed project areas, approved by the G4Y249 Mavor and
Common 250 Council of the City in 1983 (the "Central City Merged Redevelopment Project
Area"); (iv) the 40th Street Project Area, approved by Ordinance enacted by the C- 51Mavor
and Common 252 Council of the City July 20, 2000 (the "40th StreeL�)53 ect Area"); (v) the Mount
Vernon Project Area, approved by Ordinance enacted by the Mayor an d Common254
Council of the City June 25, 1990 (the "Mount Vernon Project Area"); (vi) the State College
Project Area No. 4, approved by Ordinance enacted by the W 55 Mayor and Common 256
Council of the City April 27, 1970 (the "State Street Project Area"); (vii) the Southeast Industrial
Park Project Area, approved by Ordinance enacted by the GitYMMayor and Common 258 Council
of the City June 21, 1976 (the "Southeast Industrial Park Project Area") ; (viii) the Northwest
Project Area, approved by Ordinance enacted by the W 59Mavor and Common 260 Council of
the City July 6, 1982 (the `Northwest Project Area"); (ix) the South Valle Project Area, approved
by Ordinance enacted by the W61Mavor and Common 262 Council of the City July 9, 1984 (the
"South Valle Project Area"); (x) the Uptown Project Area, approved by Ordinance enacted by
the W 63 Mayor and Common 264 Council of the City June 16, 1986 (the "Uptown Project
Area"); and (xi) the Tri City Project Area, approved by Ordinance enacted by the C65Mavor
and Common 266 Council of the City June 20, 1983 (the "Tri City Project Area"), in each case
together with any amendments duly authorized pursuant to the Redevelopment Law.
"Qualified Reserve Account Credit Instrument" means (i) the Reserve Policy or (ii)
an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank
or insurance company and deposited with the Trustee pursuant to Section 5.03(d) provided that
all of the following requirements are met by the Agency at the time of delivery thereof to the
Trustee: (a) S&P or Moody's has assigned a long-term credit rating of such bank or insurance
company is "A" (without regard to modifier) or higher; (b) such letter of credit or surety bond
has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated
amount at least equal to the portion of the Reserve Account Requirement with respect to which
funds are proposed to be released pursuant to Section 5.03(d); (d) the Trustee is authorized
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pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal
to any deficiencies which may exist from time to time in the Interest Account, the Principal
Account or the Term Bonds Sinking Account for the purpose of making payments required
pursuant to Section 5.03(d); and (e) prior written notice is given to the 1"dR.41t1jr-e267Trustee"'
before the effective date of any such Qualified Reserve Account Credit Instrument.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 6.11 hereof.
"Rebate Instructions" shall mean those calculations and directions required to be
delivered to the Trustee by the Agency pursuant to the Tax Certificate.
"Rebate Requirement" shall mean the Rebate Requirement defined in the Tax
Certificate.
"Recognized Obligation Payment Schedule" or "ROPS" shall mean a Recognized
Obligation Payment Schedule, each prepared and approved from time to time pursuant to
subdivision (1) of Section 34177 of the Dissolution Act.
"Redevelopment Obligation Retirement Fund" shall mean the fund by that name
established pursuant to Section 34170.5(b) of the Law and administered by the Agency.
"Redevelopment Plans" shall mean collectively, the redevelopment plan approved for
each respective Project Area.
"Refunded Obligations" shall mean the 1998 Loan Agreement (relating to and securing
the Series 1998B Bonds), the 2002 Loan Agreements, the 2002A Loan Agreement, the 2006
Loan Agreement, the 2009A Notes, the Series 2010 Bonds and the 2011 Notes, as those terms
are defined in the whereas clauses above.
"Regulations" shall mean temporary and permanent regulations promulgated or
applicable under Section 103 and all related provisions of the Code.
"Related Documents" shall mean the Indenture and the Series 2015 Bonds issued
hereunder.
"Reserve Account" shall mean the account maintained within the Tax Increment Fund
pursuant to Section 5.03 of the Indenture.
"Reserve Account Requirement" shall mean as of the date of any calculation, with
respect to all Outstanding Bonds an amount equal to the lesser of(i) the maximum annual debt
service attributable to the Outstanding Bonds or (ii) 125% of average annual debt service
attributable to the Outstanding Bonds; provided however, that the Reserve Fund Requirement
when issuing a new Series of Bonds shall be the leas42691esser270 of(i) or(ii) above,but limited to
the addition to the Reserve Account of no more than 10% of the proceeds from the sale of such
new Series of Bonds.
"Reserve Policy" shall mean [TO BE PROVIDED BY INSURER].
13
"Responsible Officer" shall mean any Vice-President, Assistant Vice President, Trust
Officer or other officer of the Trustee having regular responsibility for corporate trust matters.
"ROPS Payment Period" shall mean a ROPS Period; provided, that if the Dissolution
Act is hereafter amended such that each ROPS Period covers a fiscal period of a different length,
then "ROPS Payment Period" shall mean the period during which moneys distributed on a
RPTTF Distribution Date are permitted to be expended 271under the Dissolution Act, as
amended.272
"ROPS Period" shall mean the six-month period (commencing on each January 1 and
July 1) covered by a ROPS; provided, that 273if the Dissolution Act is hereafter amended such
that each ROPS covers a fiscal period of a different length, then"ROPS Period" shall mean such
other applicable period established under the Dissolution Act, as amended.274
"RPTTF" or "Redevelopment Property Tax Trust Fund" shall mean the fund by that
name established pursuant to Health and Safety Code Section 34170.5(b) and administered by
the County Auditor-Controller.275
"RPTTF Distribution Date" means each January 2 and June 1, as specified in Section
34183 of the Dissolution Act, on which the County Auditor-Controller allocates and distributes
to the Successor Agency monies from the RPTTF for payment on enforceable obligations
pursuant to an approved ROPS.276
"Securities Depository" shall mean, initially, The Depository Trust Company, New
York, N.Y., or, in accordance with then-current guidelines of the Securities and Exchange
Commission, such other securities depositories, or no such depositories, as designated by the
Trustee.
"Senior Obligations" shall mean the outstanding 1998A Senior Loan Agreement, 2005
Senior Loan Agreements, 2010 Senior Loan Agreement and the 2011 Senior Loan Agreement,
and any parity debt issued in accordance with the respective Senior Obligations.
"Serial Bonds" shall mean Bonds for which no Sinking Account Installments are
provided.
"Series 2015A Bonds" shall mean the Successor Agency to the Redevelopment Agency
of the City of San Bernardino Tax Allocation Refunding Bonds, Series 2015A.
["Series 2015B Bonds" shall mean the Successor Agency to the Redevelopment Agency
of the City of San Bernardino Tax Allocation Refunding Bonds, Series 2015B (Federally
Taxable).]
"Series 2015 Bonds" shall mean, collectively, the Series 2015A Bonds and the Series
2015B Bonds.
"Sinking Account Installment" shall mean the amount of money required to be paid by
the Agency on a Sinking Account Payment Date toward the retirement of any particular Term
Bonds on or prior to their respective stated maturities, as set forth in the Indenture.
14
"Sinking Account Payment Date" shall mean any [December] 1 on which Sinking
Account Installments on Term Bonds are scheduled to be paid, as set forth in the Indenture.
"S&P" shall mean Standard & Poor's Financial Services LLC and its successors and
assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform
the functions of a securities rating agency, then "S&P" shall be deemed to refer to any other
nationally-recognized rating agency selected by the Agency.
"Substitute Depository" shall mean the substitute depository as defined in Section 2.12.
"Supplemental Indenture" shall mean any indenture amending or supplementing the
Indenture, but only if and to the extent that such Supplemental Indenture is specifically
authorized hereunder.
"Tax Certificate" shall mean that certificate and agreement, relating to various federal
tax requirements, including the requirements of Section 148 of the Code, signed by the-T-ax
Exempt a 277 the Agency on the date the Tax Exempt Bonds and the Series 2015A Bonds are
issued, as the same may be amended or supplemented in accordance with its terms.
"Tax Exempt" shall mean, with respect to interest on any obligations of a state or local
government, that such interest is excluded from the gross income of the owners thereof for
federal income tax purposes, whether or not such interest is includable as an item of tax
preference or otherwise includable directly or indirectly for purposes of calculating other tax
liabilities, including any alternative minimum tax or environmental tax under the Code.
"Tax Increment Fund" shall mean the fund established pursuant to Section 5.01 hereof.
"Tax Revenues" shall mean all taxes annually allocated and paid to the Agency pursuant
to Article 6 of Chapter 6 (commencing with Section 33670) of the Law, Section 16 of Article
XVI of the Constitution of the State and other applicable state laws and as provided in the
Redevelopment Plans available and deposited in the RPTTF, to the extent not pledged to Senior
Obligations, payable with respect to Pass-Through Agreements or in accordance with Section
33607.5 or Section 33607.7 or Section 33676 of the Law, and subject to the equal and senior
claims of indebtedness, if, any.
If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision
(a) of Section 34183 of the Dissolution Act 278 are invalidated by a final judicial decision, then
Tax Revenues will include all tax revenues allocated to the payment of indebtedness pursuant to
California Health and Safety Code Section 33670 or such other section as may be in effect at the
time providing for the allocation of tax increment revenues in accordance with Article XVI,
Section 16 of the California Constitution.
"Term Bonds" shall mean Bonds which are payable on or before their specified maturity
dates from Sinking Account Installments established for that purpose.
"Term Bond Sinking Account" shall mean the account maintained within the Tax
Increment Fund pursuant to Section 5.03 of the Indenture.
15
"Trustee" shall mean U.S. Bank National Association, appointed by the Agency in
Section 7.01 and acting with the duties and powers herein provided, and its successors and
assigns, or any other corporation or association which may at any time be substituted in its place,
as provided in Section 7.02.
"Verification Report" shall mean a report of an independent firm of nationally
recognized certified public accountants, [or such other firm as shall be acceptable to the Bond
Insurer], addressed to the Agency, the Trustee [and the Bond Insurer], verifying the sufficiency
of the escrow established to pay Bonds in full at maturity or on a redemption date.
"Written Request of the Agency" shall mean an instrument in writing signed by the
[Mayor, the City Manager or Director of Finance, acting for and on behalf of the Agency, the
Executive Director of the Agency, or the City Clerk acting for the Agency], or by any other
officer of the Agency duly authorized by the Agency for that purpose.
Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the
Owners thereof, the Indenture shall be deemed to be and shall constitute a contract between the
Agency and the Owners from time to time of all Bonds issued hereunder and then Outstanding to
secure the full and final payment of the interest on and principal of and redemption premiums, if
any, on all Bonds authorized, executed, issued and delivered hereunder, subject to the
agreements, conditions, covenants and provisions herein contained; and the agreements and
covenants herein set forth to be performed on behalf of the Agency shall be for the equal and
proportionate benefit, security and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any Bonds over any other Bonds.
ARTICLE II
THE BONDS; CERTAIN PROVISIONS
OF THE BONDS
Section 2.01 General Authorization; Bonds. The Series 2015 Bonds and Additional
Bonds may be issued at any time under and subject to the terms of the Indenture. The Agency
has reviewed all proceedings heretofore taken relative to the authorization of the Series 2015
Bonds and has found, as a result of such review, and hereby finds and determines that all acts,
conditions and things required by law to exist, happen or be performed precedent to and in
connection with the issuance of the Series 2015 Bonds do exist, have happened and have been
performed in due time, form and manner as required by law, and the Agency is now duly
authorized, pursuant to each and every requirement of law, to issue the Series 2015 Bonds in the
manner and form provided in the Indenture. Accordingly, the Agency hereby authorizes the
issuance of the Series 2015 Bonds for the purposes set forth in the preamble of the Indenture.
Section 2.02 Terms of Series 2015 Bonds. The Series 2015 Bonds authorized to be
issued by the Agency under and subject to the terms of the Indenture and the Law shall be
designated the "Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Allocation Refunding Bonds, Series 2015A" and shall be in the aggregate principal amount
of$ and the "Successor Agency to the Redevelopment Agency of the City of San
Bernardino Tax Allocation Refunding Bonds, Series 2015B (Federally Taxable)" and shall be in
16
the aggregate principal amount of$ The Series 2015 Bonds shall be issued as fully
registered bonds in denominations of$5,000, or any integral multiple thereof(not exceeding the
principal amount of such Bonds maturing at any one time). The Bonds shall be registered
initially in the name of "Cede & Co.," as nominee of the Securities Depository and shall be
evidenced by one bond for each maturity of Bonds in the principal amount of the respective
maturities of Bonds. Registered ownership of the Bonds, or any portion thereof, may not
thereafter be transferred except as set forth herein.
Payment of interest on the Series 2015 Bonds shall be made to4he279 Cede & Co. as
registered owner, or such other person whose name appears on the bond registration books of the
Trustee as the registered owner of the Series 2015 Bonds, as of the close of business on the
fifteenth (15th) day of the calendar month preceding the Interest Payment Date (the "Record
Date"280), or if otherwise instructed, by check mailed to such registered owner at its address as it
appears on such books or at such other address as it may have filed with the Trustee for that
purpose prior to the Record Date.
Each Series of Series 2015 Bonds shall be numbered in consecutive numerical order from
R1 upwards. Each Series of Series 2015 Bonds shall bear interest from the Interest Payment
Date next preceding the date of authentication thereof, unless such date of authentication is an
Interest Payment Date, in which event they shall bear interest from such Interest Payment Date,
or unless such date of authentication is prior to the first Interest Payment Date, in which event
they shall bear interest from 15, 20_, provided, however, that if, at the time of
authentication of any Series 2015 Bond, interest is then in default on such Series of Series 2015
Bond, such Series of Series 2015 Bond shall bear interest from the Interest Payment Date to
which interest previously has been paid or made available for payment. Interest on the Series
2015 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months.
The Series 2015 Bonds shall be dated their date of initial delivery and shall bear
interest at the rates specified in the table below, such interest being payable on each Interest
Payment Date, and shall mature on the Principal Payment Dates in the following years in the
following principal amounts, namely:
Maturity Date Principal Interest
([December] 1) Amount Rate
The Series 2015 Bonds shall be dated their date of initial delivery and shall bear
interest at the rates specified in the table below, such interest being payable on each Interest
Payment Date, and shall mature on the Principal Payment Dates in the following years in the
following principal amounts, namely:
17
Maturity Date Principal Interest
([December] 1) Amount Rate
Principal and redemption premiums, if any, on the Series 2015 Bonds shall be payable in
immediately available funds. Principal and redemption premiums, if any, and interest on the
Series 2015 Bonds shall be paid in lawful money of the United States of America.
Section 2.03 Form of Series 2015 Bonds. The Series 2015 Bonds, the Trustee's
authentication and registration endorsement, and the assignment to appear thereon shall be
substantially in the form attached hereto as Appendix A.
Section 2.04 Redemption of Series 2015 Bonds.
(a) [TO COME]
(b) Mandatory Redemption of Series 2015A Bonds from Sinking Fund Installments.
(i) The Series 2015A Bonds maturing on [December] 1, 20_ are subject to mandatory
redemption in part by lot on [December] 1 in each year commencing [December] 1, 20 , at the
principal amount thereof plus accrued interest thereon to the date fixed for redemption in
accordance with the following schedule:
Series 2015A Term Bonds Maturing [December] 1, 20_
Sinking Fund
Redemption Date Principal Amount
([December] 1) To be Redeemed
*Final Maturity
(c) The Series 2015A Bonds maturing on [December] 1, 20_ are subject to
mandatory redemption in part by lot on [December] 1 in each year commencing [December] 1,
20_, at the principal amount thereof plus accrued interest thereon to the date fixed for
redemption in accordance with the following schedule:
18
Series 2015A Term Bonds Maturing [December] 1, 20_
Sinking Fund
Redemption Date Principal Amount
([December] 1) To Be Redeemed
*Final Maturity
In the event that a Series 2015A Bond subject to mandatory redemption is redeemed in
part prior to its stated maturity date from any moneys other than Principal Installments, the
remaining Principal Installments for such Series 2015A Bond shall be reduced as directed in a
Written Request of the Agency.
(d) The Series 2015B Bonds maturing on [December] 1, 20_ are subject to
mandatory redemption in part by lot on [December] 1 in each year commencing [December] 1,
20_, at the principal amount thereof plus accrued interest thereon to the date fixed for
redemption in accordance with the following schedule:
Series 2015B Term Bonds Maturing [December] 1, 20_
Sinking Fund
Redemption Date Principal Amount
([December] 1) To Be Redeemed
*Final Maturity
In the event that a Series 2015B Bond subject to mandatory redemption is redeemed in
part prior to its stated maturity date from any moneys other than Principal Installments, the
remaining Principal Installments for such Series 2015B Bond shall be reduced as directed in a
Written Request of the Agency.
Section 2.05 Notice of Redemption. In the case of any redemption of Bonds, the
Trustee shall give notice, as hereinafter in this section provided, that Bonds, identified by serial
numbers and maturity date, have been called for redemption and, in the case of Bonds to be
redeemed in part only, the portion of the principal amount thereof that has been called for
redemption (or if all the Outstanding Bonds are to be redeemed, so stating, in which event such
serial numbers may be omitted), that they will be due and payable on the date fixed for
19
redemption (specifying such date)upon surrender thereof at the Principal Corporate Trust Office,
at the redemption price (specifying such price), together with any accrued interest to such date,
and that all interest on the Bonds, the respective series of Bonds, or portions thereof, as
applicable, so to be redeemed will cease to accrue on and after such date and that from and after
such date such Bond or such portion shall no longer be entitled to any lien, benefit or security
under the Indenture, and the Owner thereof shall have no rights in respect of such redeemed
Bond or such portion except to receive payment from such moneys of such redemption price plus
accrued interest to the date fixed for redemption.
Such notice shall be mailed by first class mail, postage prepaid, at least twenty (20) but
not more than sixty (60) days before the date fixed for redemption, to the Security Depository,
the MSRB and the Owners of such Bonds, or portions thereof, so called for redemption, at their
respective addresses as the same shall last appear on the Bond Register. No notice of redemption
need be given to the Owner of a Bond to be called for redemption if such Owner waives notice
thereof in writing, and such waiver is filed with the Trustee prior to the redemption date. Neither
the failure of an Owner to receive notice of redemption of Bonds hereunder nor any error in such
notice shall affect the validity of the proceedings for the redemption of Bonds.
Any notice of redemption may be expressly conditional and may be rescinded by Written
Request of the Agency given to the Trustee not later than the date fixed for redemption. Upon
receipt of such Written Request of the Agency, the Trustee shall promptly mail notice of such
rescission to the same parties that were mailed the original notice of redemption.
Section 2.06 Selection of Bonds for Redemption. Whenever less than all the
Outstanding Bonds of any one maturity are to be redeemed on any one date, the Trustee shall
select the particular Bonds to be redeemed by lot and in selecting the Bonds for redemption the
Trustee shall treat each Bond of a denomination of more than five thousand dollars ($5,000) as
representing that number of Bonds of five thousand dollars ($5,000) denomination which is
obtained by dividing the principal amount of such Bond by five thousand dollars ($5,000), and
the portion of any Bond of a denomination of more than five thousand dollars ($5,000) to be
redeemed shall be redeemed in an Authorized Denomination. The Trustee shall promptly notify
the Agency in writing of the numbers of the Bonds so selected for redemption in whole or in part
on such date.
Section 2.07 Payment of Redeemed Bonds. If notice of redemption has been given or
waived as provided in Section 2.05, the Bonds or portions thereof called for redemption shall be
due and payable on the date fixed for redemption at the redemption price thereof, together with
accrued interest to the date fixed for redemption,upon presentation and surrender of the Bonds to
be redeemed at the office specified in the notice of redemption. If there shall be called for
redemption less than the full principal amount of a Bond, the Agency shall execute and deliver
and the Trustee shall authenticate, upon surrender of such Bond, and without charge to the
Owner thereof, Bonds of like interest rate and maturity in an aggregate principal amount equal to
the unredeemed portion of the principal amount of the Bonds so surrendered in such authorized
denominations as shall be specified by the Owner.
If any Bond or any portion thereof shall have been duly called for redemption and
payment of the redemption price, together with unpaid interest accrued to the date fixed for
20
redemption, shall have been made or provided for by the Agency, then interest on such Bond or
such portion shall cease to accrue from such date, and from and after such date such Bond or
such portion shall no longer be entitled to any lien, benefit or security under the Indenture, and
the Owner thereof shall have no rights in respect of such Bond or such portion except to receive
payment of such redemption price, and unpaid interest accrued to the date fixed for redemption.
Section 2.08 Purchase in Lieu of Redemption. In lieu of redemption of any Bond
pursuant to the provisions of subsection (a) of Section 2.04 or Section 5.02 hereof, amounts on
deposit in the Term Bonds Sinking Account may also be used and withdrawn by the Trustee at
any time prior to selection of Bonds for redemption having taken place with respect to such
amounts, upon a Written Request of the Agency, for the purchase of such Term Bonds at public
or private sale as and when and at such prices (including brokerage and other charges) as the
Agency may in its discretion determine, but not in excess of par plus accrued interest. Any
accrued interest payable upon the purchase of Bonds shall be paid from amounts held in the Tax
Increment Fund for the payment of interest on the next following Interest Payment Date. Any
Term Bonds so purchased shall be cancelled by the Trustee forthwith and shall not be reissued.
The principal of any Term Bonds so purchased by the Trustee in any twelve-month period
ending 60 days prior to any Sinking Account Payment Date in any year shall be credited towards
and shall reduce the principal of such Term Bonds required to be redeemed on such Sinking
Account Payment Date in such year.
Section 2.09 Execution of Bonds. The [Mayor, the City Manager, Director of Finance
or the Debt Manager, acting for and on behalf of the Agency or the Executive Director of the
Agency] shall execute each of the Bonds on behalf of the Agency and the City Clerk shall attest
each of the Bonds on behalf of the Agency. Any of the signatures of said [Mayor, the City
Manager, Director of Finance and the Debt Manager, acting for and on behalf of the Agency, the
Executive Director of the Agency and the City Clerk] may be by printed, lithographed or
engraved facsimile reproduction. In case any officer whose signature appears on the Bonds shall
cease to be such officer before the delivery of the Bonds to the purchaser thereof, such signature
shall nevertheless be valid and sufficient for all purposes the same as though he had remained in
office until such delivery of the Bonds. Any Bond may be signed and attested on behalf of the
Agency by such persons as at the actual date of the execution of such Bond shall be the proper
officers of the Agency although at the nominal date of such Bond any such person may not have
been such officer of the Agency.
Except as may be provided in a Supplemental Indenture, only such of the Bonds as shall
bear thereon a certificate of authentication and registration in the form hereinbefore recited,
executed and dated by the Trustee, upon the Written Request of the Agency, shall be entitled to
any benefits under the Indenture or be valid or obligatory for any purpose, and such certificate of
the Trustee shall be conclusive evidence that the Bonds so registered have been duly issued and
delivered hereunder and are entitled to the benefits of the Indenture.
Section 2.10 Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.12, by the
person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond at the Corporate Trust Office for cancellation, accompanied by delivery
of a duly executed written instrument of transfer in a form approved by the Trustee.
21
Whenever any Bond or Bonds shall be surrendered for transfer, the Agency shall execute
and the Trustee shall authenticate and deliver a new Bond or Bonds for a like aggregate principal
amount of the same Series, interest rate and maturity date. The Trustee shall require the payment
by the Owner requesting such transfer of any tax or other governmental charge required to be
paid with respect to such transfer.
The Trustee shall not be required to register the transfer of any Bonds during the fifteen
(15) days prior to the date of selection of the Bonds for redemption, or of any Bonds selected for
redemption.
Section 2.11 Exchange of Bonds. The Bonds may be exchanged at the Corporate Trust
Office for a like aggregate principal amount of Bonds of the same Series, interest rate and
maturity date in other authorized denominations. The Trustee shall require the payment by the
Owner requesting such exchange of any tax or other governmental charge required to be paid
with respect to such exchange.
The Trustee shall not be required to exchange any Bonds during the fifteen (15) days
prior to the date of selection of the Bonds for redemption, or of any Bonds selected for
redemption.
Section 2.12 Use of Depository. Notwithstanding any provision of the Indenture to the
contrary:
(a) The Bonds shall be initially issued as provided in Section 2.01. Registered
ownership of the Bonds, or any portion thereof,may not thereafter be transferred except:
(i) To any successor of the Securities Depository or its nominee, or to any substitute
depository designated pursuant to clause (ii) of this subsection (a) ("Substitute Depository");
provided that any successor of the Securities Depository or Substitute Depository shall be
qualified under any applicable laws to provide the service proposed to be provided by it;
(ii) To any Substitute Depository designated by the Agency and not objected to by the
Trustee, upon (1) the resignation of the Securities Depository or its successor(or any Substitute
Depository or its successor) from its functions as depository or (2) a determination by the
Agency that the Securities Depository or its successor (or any Substitute Depository or its
successor) is no longer able to carry out its functions as depository; provided that any such
Substitute Depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of the Securities
Depository or its successor (or Substitute Depository or its successor) from its functions as
depository; provided that no Substitute Depository which is not objected to by the Trustee can be
obtained or (2) a determination by the Agency that it is in the best interests of the Agency to
remove the Securities Depository or its successor (or any Substitute Depository or its successor)
from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a)
hereof, upon receipt of the Outstanding Bonds by the Trustee, together with a Written Request of
22
the Agency to the Trustee, a single new Bond shall be executed and delivered in the aggregate
principal amount of the Bonds then Outstanding, registered in the name of such successor or
such Substitute Depository, or their nominees, as the case may be, all as specified in such
Written Request of the Agency. In the case of any transfer pursuant to clause (iii) of subsection
(a)hereof, upon receipt of the Outstanding Bonds by the Trustee together with a Written Request
of the Agency to the Trustee, new Bonds shall be executed and delivered in such denominations
numbered in consecutive order and registered in the names of such persons as are requested in
such a Written Request of the Agency, subject to the limitations of Section 2.02 hereof, provided
the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60)
days from the date of receipt of such a Written Request of the Agency.
(c) In the case of partial redemption or an advance refunding of the Bonds evidencing
all or a portion of the principal amount Outstanding, the Securities Depository shall make an
appropriate notation on the Bonds indicating the date and amounts of such reduction in principal,
in form acceptable to the Trustee.
(d) The Agency and the Trustee shall be entitled to treat the person in whose name
any Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable
laws, notwithstanding any notice to the contrary received by the Trustee or the Agency; and the
Agency and the Trustee shall have no responsibility for transmitting payments to,
communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds.
Neither the Agency nor the Trustee will have any responsibility or obligations, legal or
otherwise, to the beneficial owners or to any other party including the Securities Depository or
its successor(or Substitute Depository or its successor), except for the Owner of any Bond.
(e) So long as the outstanding Bonds are registered in the name of Cede & Co. or its
registered assign, the Agency and the Trustee shall cooperate with Cede & Co., as sole registered
Owner, and its registered assigns in effecting payment of the principal of and redemption
premium, if any, and interest on the Bonds by arranging for payment in such manner that funds
for such payments are properly identified and are made immediately available on the date they
are due.
Section 2.13 Bond Registration Books. (a) The Trustee will keep or cause to be kept
sufficient books for the registration and transfer of the Bonds, which shall at all times, upon
reasonable notice, be open to inspection by any Bondowner or his agent duly authorized in
writing or the Agency; and, upon presentation for such purpose, the Trustee shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on such books, Bonds as hereinbefore provided.
(b) The person in whose name any Bond shall be registered shall be deemed the
owner thereof for all purposes thereof, and payment of or on account of the principal of, and the
interest on or redemption price of by such Bond shall be made only to or upon the order in
writing of such Owner, which payment shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid.
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(c) Upon initial issuance of the Bonds, the ownership of all such Bonds shall be
registered in the registration records maintained by the Trustee pursuant to Section 2.12 in the
name of Cede& Co.
Section 2.14 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond shall
become mutilated, or shall be believed by the Agency or the Trustee to have been destroyed,
stolen or lost, upon proof of ownership satisfactory to the Trustee, and upon the surrender of
such mutilated Bond at the Corporate Trust Office or upon the receipt of evidence satisfactory to
the Trustee of such destruction, theft or loss, and upon receipt also of indemnity for the Trustee
and the Agency satisfactory to the Trustee, and upon payment by the Owner of all expenses
incurred by the Agency and the Trustee, the Agency shall execute and the Trustee shall
authenticate and deliver at said office a new Bond or Bonds of the same maturity and for the
same aggregate principal amount, of like tenor and date, bearing the same number or numbers,
with such notations as the Trustee shall determine, in exchange and substitution for and upon
cancellation of the mutilated Bond, or in lieu of and in substitution for the Bond so destroyed,
stolen or lost.
If any such destroyed, stolen or lost Bond shall have matured or shall have been called
for redemption, payment of the amount due thereon may be made by the Agency or the Trustee
upon receipt of like proof, indemnity and payment of expenses.
Any such replacement Bonds issued pursuant to this section shall be entitled to equal and
proportionate benefits with all other Bonds issued hereunder. The Agency and the Trustee shall
not be required to treat both the original Bond and any duplicate Bond as being Outstanding for
the purpose of determining the principal amount of Bonds which may be issued hereunder or for
the purpose of determining any percentage of Bonds Outstanding hereunder,but both the original
and replacement Bond shall be treated as one and the same.
Section 2.15 Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be affected in any way by any proceedings taken by the Agency for the financing
or refinancing of any redevelopment project financed with proceeds of the Refunded
Obligations, or by any contracts made by the Agency in connection therewith, and shall not be
dependent upon the completion of the financing such redevelopment project or upon the
performance by any person of his obligation with respect to such redevelopment project, and the
recital contained in the Bonds that the same are issued pursuant to the Law shall be conclusive
evidence of their validity and of the regularity of their issuance.
ARTICLE III
APPLICATION OF PROCEEDS OF BONDS
Section 3.01 Application of Proceeds of Sale of Series 2015 Bonds -- Allocation
Among Funds and Accounts. The net proceeds of the sale of the Series 2015 Bonds shall be
deposited with the Trustee and shall be held in trust and set aside or transferred by the Trustee as
set forth below:
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The net proceeds of the sale of the Series 2015A Bonds shall be deposited with the
Trustee and shall be held in trust and set aside or transferred by the Trustee as follows:
(a) The Trustee shall deposit in the Reserve Account established pursuant to
Section 5.03(d) hereof the [Reserve Policy][sum of$ , which is equal to] the initial
Reserve Account Requirement; and
(b) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (1998 Loan Agreement).
(c) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2002 Loan Agreements).
(d) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2002A Loan Agreement).
(e) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2009A Notes).
(f) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (Series 2010 Bonds).
(g) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2011 Notes).
(h) The Trustee shall transfer $ to the Cost of Issuance Fund for the
payment of the Costs of Issuance.
The net proceeds of the sale of the Series 2015B Bonds shall be deposited with the
Trustee and shall be held in trust and set aside or transferred by the Trustee as follows:
(a) The Trustee shall deposit in the Reserve Account established pursuant to
Section 5.03(d) hereof the [Reserve Policy][sum of$ , which is equal to] the initial
Reserve Account Requirement; and
(b) The Trustee shall transfer $ to the Escrow Agent under the Escrow
Agreement (2006 Loan Agreement).
(c) The Trustee shall transfer $ to the Cost of Issuance Fund for the
payment of the Costs of Issuance.
The Trustee may establish and use temporary funds or accounts in its records to facilitate
and record such deposits and transfers.
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ARTICLE IV
ISSUANCE OF ADDITIONAL BONDS
Section 4.01 Conditions for the Issuance of Additional Bonds. The Agency may at
any time after the issuance and delivery of the Series 2015 Bonds hereunder issue Additional
Bonds hereunder payable from the Tax Revenues and secured by a lien and charge upon the Tax
Revenues equal to and on a parity with the lien and charge securing the Outstanding Bonds
theretofore issued under this Indenture, for the purpose of refunding bonds or other indebtedness
of the Agency or the Former RDA (including, without limitation, refunding Bonds outstanding
under this Indenture) in accordance with the Law, including payment of all costs incidental to or
connected with such refunding and funding or providing for the funding of related reserves, but
only subject to the following specific conditions, which are hereby made conditions precedent to
the issuance of any such Additional Bonds:
(a) A Written Request of the Agency shall have been filed with the Trustee
containing a statement to the effect that the Agency shall be in compliance with all
covenants set forth in the Indenture and any Supplemental Indentures, and no event of
default shall have occurred and be continuing.
(b) The issuance of such Additional Bonds shall have been duly authorized
pursuant to the Law and all applicable laws, and the issuance of such Additional Bonds
shall have been provided for by a Supplemental Indenture; which shall specify the
following:
(i) The authorized principal amount of such Additional Bonds;
(ii) The date and the maturity date or dates of such Additional Bonds;
provided that (i) Principal Payment Dates and Sinking Account Payment Dates
may occur only on Interest 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;
(iii) 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 Series 2015 Bonds;
(iv) The denomination and method of numbering of such Additional
Bonds;
(v) The redemption premiums, if any, and the redemption terms, if
any, for such Additional Bonds;
(vi) The amount and due date of each mandatory Sinking Account
Installment, if any, for such Additional Bonds;
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(vii) The amount, if any, to be deposited from the proceeds of such
Additional Bonds in the Reserve Account; provided that the amount deposited in
or credited to such Reserve Account shall be increased at or prior to the time such
Additional Bonds become Outstanding to an amount at least equal to the Reserve
Account Requirement on all then Outstanding Bonds and such Additional Bonds,
and that an amount at least equal to the Reserve Account Requirement on all
Outstanding Bonds shall thereafter be maintained in or credited to such Reserve
Account;
(viii) The form of such Additional Bonds; and
(ix) Such other provisions, as are necessary or appropriate and not
inconsistent with the Indenture.
(c) Such Additional Bonds may be issued only for the purpose of refunding
bonds or other indebtedness of the Agency or its Former RDA (including, without
limitation, refunding Bonds outstanding under this Indenture) in accordance with the
Law, including payment of all costs incidental to or connected with such refunding and
funding or providing for the funding of related reserves, and the payment of all costs
incidental to or connected with such refunding, provided that the issuance of such
Additional Bonds shall comply with the terms of California Health and Safety Code
Section 34177.5.
The Agency shall refund outstanding Senior Obligations on a basis senior to or on
a parity with the Bonds only to the extent such refunding would be permitted by Section
34177.5(a) of the Dissolution Act. Nothing contained in the Indenture shall limit the
issuance of any tax increment bonds or other obligations of the Agency secured by a lien
and charge on Tax Revenues junior to that of the Bonds.
Section 4.02 Procedure for the Issuance of Additional Bonds. All of the Additional
Bonds shall be executed by the Agency for issuance under the Indenture and delivered to the
Trustee and thereupon shall be delivered by the Trustee upon the Written Request of the Agency,
but only upon receipt by the Trustee of the following documents or money or securities:
(a) A certified copy of the Supplemental Indenture authorizing the issuance of
such Additional Bonds;
(b) A Written Request of the Agency as to the authentication and delivery of
such Additional Bonds;
(c) An opinion of Bond Counsel to the effect that (1) the Agency has the right
and power under the Law to enter into the Indenture and all Supplemental Indentures
thereto, and the Indenture and all such Supplemental Indentures have been duly executed
by the Agency and are valid and binding upon the Agency 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, by
application of equitable principles and by exercise of judicial discretion in appropriate
cases), and no other authorization for the Indenture or such Supplemental Indentures is
27
required; (2) the Indenture creates the valid pledge which it purports to create of the Tax
Revenues as provided in the Indenture, subject to the application thereof to the purposes
and on the conditions permitted by the Indenture; and (3) such Additional Bonds are valid
and binding special obligations of the Agency, 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, by application of
equitable principles and by exercise of judicial discretion in appropriate cases) and the
terms of the Indenture and all Supplemental Indentures thereto and entitled to the benefits
of the Indenture and all such Supplemental Indentures and the Law, and such Additional
Bonds have been duly and validly authorized and issued in accordance with the Law and
the Indenture and all such Supplemental Indentures;
(d) A Written Request of the Agency containing such statements as may be
reasonably necessary to show compliance with the requirements of the Indenture; and
(e) Such further documents, money and securities as are required by the
provisions of the Indenture and the Supplemental Indenture providing for the issuance of
such Additional Bonds.
ARTICLE V
TAX REVENUES; CREATION OF FUNDS
Section 5.01 Pledge of Tax Revenues; Tax Increment Fund. Subject only to the
provisions of the Indenture permitting the application thereof for the purposes and on the terms
and conditions set forth herein, all of the Tax Revenues and all amounts on deposit from time to
time in the funds and accounts established hereunder (other than the Expense Account and the
Rebate Fund) are hereby pledged to the payment of the principal of and interest on the
Outstanding Bonds and any Parity Debt as provided herein. The Agency hereby irrevocably
grants to the Trustee for the benefit of the Owners of the Outstanding Bonds a first charge and
lien on, and a security interest in, and hereby pledges and assigns, the Tax Revenues, whether
held by the Agency, the County Auditor-Controller or the Trustee, and all amounts in the funds
and accounts established hereunder (other than the Expense Account and the Rebate Fund),
including the "Successor Agency to the Redevelopment Agency of the City of San Bernardino
Tax Increment Fund" (hereinafter called the "Tax Increment Fund"), which is hereby created by
the Agency and which fund the Agency hereby covenants and agrees to maintain with the
Trustee so long as any Bonds shall be Outstanding hereunder, to the Trustee for the benefit of the
Owners of the Outstanding Bonds.
Notwithstanding the foregoing, there shall not be deposited with the Trustee for deposit
in the Tax Increment Fund any taxes eligible for allocation to the Agency pursuant to the Law in
an amount in excess of that amount which, together with all money then on deposit with the
Trustee in the Tax Increment Fund and the accounts therein, shall be sufficient to discharge all
Outstanding Bonds as provided in Article X hereof. No additional bonds payable from Tax
Revenues on a basis senior to or on a parity with the Bonds will be issued except pursuant to
Article IV of the Indenture.
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The Agency covenants and agrees that, subject to the prior application and lien in favor
of the Senior Obligations, all Tax Revenues when and as received, will be received by the
Agency in trust hereunder and will be transferred to the Trustee within a reasonable period of
time from the receipt by the Agency thereof, for deposit by the Trustee in the Tax Increment
Fund and will be accounted for through and held in trust in the Tax Increment Fund, and the
Agency shall have no beneficial right or interest in any of such money, except only as
specifically provided otherwise in the Indenture. All such Tax Revenues, whether received by
the Agency and held in trust pending transfer or deposited with the Trustee, all as herein
provided, shall nevertheless be disbursed, allocated and applied solely to the uses and purposes
hereinafter set forth in the Indenture, and shall be accounted for separately and apart from all
other money, funds, accounts or other resources of the Agency. Any Tax Revenues received by
the Trustee in the Tax Increment Fund (other than amounts deposited in the Reserve Account) in
excess of the amounts required to be held by the Trustee in the Tax Increment Fund shall be
released from the pledge and lien hereunder and transferred to the Agency and may be used for
any lawful purpose of the Agency.
The Agency will take all actions required under the Dissolution Act to include on its
ROPS the amounts described below to be transmitted to the Trustee for the applicable ROPS
period in order to satisfy the requirements of the Indenture, including any amounts required to
pay principal and interest payments due on the Senior Obligations, Outstanding Bonds and any
Parity Debt, any Compliance Costs, any deficiency in the Reserve Account to the full amount of
the Reserve Account Requirement and any deficiency in the reserve accounts under the
indentures for the Senior Obligations. The Agency shall submit an Oversight Board-approved
ROPS to the County Auditor-Controller and the Department of Finance (with a copy to the
Agency) at least ninety(90) days prior to each RPTTF Distribution Date.
Expected Compliance Costs, if any, will be included in each ROPS in accordance with
the Dissolution Act.
The amount due to the Trustee from the County Auditor-Controller for deposit in the Tax
Increment Fund on January 2 of the then-current calendar year from Tax Revenues required to be
deposited into the RPTTF shall equal (1) one-half of the sum of (a) all scheduled principal
payments and Sinking Account Installments due and payable on the Outstanding Bonds and any
Parity Debt during the then-current calendar year as shown on Appendix B - Schedule of Semi-
Annual and Annual Interest and Principal Payments of the Outstanding Bonds, and (b) all
scheduled interest payments due and payable on the Outstanding Bonds and any Parity Debt
during the then-current calendar year as shown on Appendix B - Schedule of Semi-Annual and
Annual Interest and Principal Payments of the Outstanding Bonds, plus (2) the amount of any
deficiency in the Reserve Account, less (3) the amounts, if any, on deposit in the Tax Increment
Fund as of the date of submission for the ROPS pursuant to this Section that are in excess of the
amounts required to be applied to payment of principal of or interest or sinking account
payments on the Outstanding Bonds and any Parity Debt in the then current calendar year. The
amount due to the Trustee from the County Auditor-Controller for deposit in the Tax Increment
Fund on June 1 of the then-current calendar year from amounts required to be deposited into the
RPTTF shall be equal to the remainder due and payable on the Outstanding Bonds and any Parity
Debt during the then-current calendar year in an amount equal to not less than (1) the remaining
one-half of the sum of(a) all scheduled principal payments and Sinking Account Installments
29
due and payable on the Outstanding Bonds and any Parity Debt during the then-current calendar
year as shown on Appendix B - Schedule of Semi-Annual and Annual Interest and Principal
Payments of the Outstanding Bonds, and (b) all scheduled interest payments due and payable on
the Outstanding Bonds and any Parity Debt during the then-current calendar year as shown on
Appendix B - Schedule of Semi-Annual and Annual Interest and Principal Payments of the
Outstanding Bonds,plus (2) the amount of any remaining deficiency in the Reserve Account.
Tax Revenues received by the Agency during a ROPS Period in excess of the amount
required, as provided in this Section, to be deposited in the Tax Increment Fund, shall,
immediately following the deposit with the Trustee of the amounts required to be so deposited as
provided in this Section on each such date,be released from the pledge, security interest and lien
hereunder for the security of the Outstanding Bonds, and may be applied by the Agency for any
lawful purpose of the Successor Agency, including but not limited to the payment of subordinate
debt, or the payment of any amounts due and owing to the United States of America pursuant to
Section 6.11. Prior to the payment in full of the principal of and interest and redemption
premium (if any) on the Outstanding Bonds and any Parity Debt and the payment in full of all
other amounts payable hereunder and under any Supplemental Indentures, the Agency shall not
have any beneficial right or interest in the moneys on deposit in the Tax Increment Fund, except
as may be provided in this Indenture and in any Supplemental Indenture.
Section 5.02 Receipt and Deposit of Tax Revenues. (a) The Agency covenants and
agrees that, subject to the prior application and lien in favor of the Senior Obligations, all Tax
Revenues, when and as received in accordance with Section 5.01 hereof, will be received by the
Agency in trust hereunder and shall be deemed to be held by the Agency as agent for the Trustee
and will, not later than five (5) Business Days following such receipt, be deposited by the
Agency with the Trustee in the Tax Increment Fund and will be accounted for through and held
in trust in the Tax Increment Fund, and the Agency shall have no beneficial right or interest in
any of such money, except only as in the Indenture provided; provided that the Agency shall not
be obligated to deposit in the Tax Increment Fund in any calendar year an amount which exceeds
the amounts required to be transferred to the Trustee for deposited in the Tax Increment Fund
pursuant to Section 5.01. All such Tax Revenues, whether received by the Agency in trust or
deposited with the Trustee, all as herein provided, shall nevertheless be disbursed, allocated and
applied solely to the uses and purposes set forth herein, and shall be accounted for separately and
apart from all other money, funds, accounts or other resources of the Agency.
(b) [The Agency hereby irrevocably authorizes and directs the County Auditor-
Controller to transfer any Agency funds then held in, or later received by the County Auditor-
Controller for deposit in, the RPTTF, to the Trustee for deposit into the Tax Increment Fund in
the amounts provided for in Section 5.01.]
Section 5.03 Establishment and Maintenance of Accounts for Use of Moneys in the
Tax Increment Fund. Subject to the prior application and lien in favor of the Senior
Obligations, all Tax Revenues in the Tax Increment Fund shall be set aside by the Trustee in
each Bond Year when and as received in the following respective special accounts within the
Tax Increment Fund (each of which is hereby created and each of which the Agency hereby
covenants and agrees to cause to be maintained with the Trustee so long as the Bonds shall be
30
Outstanding hereunder), in the following order of priority (except as otherwise provided in
subsection (b)below):
(1) Interest Account;
(2) Principal Account;
(3) Term Bonds Sinking Account;
(4) Reserve Account; and
(5) Expense Account.
All moneys in each of such accounts shall be held in trust by the Trustee and shall be
applied, used and withdrawn only for the purposes hereinafter authorized in this Section 5.03.
(a) Interest Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Interest Account an amount of money which, together with any money contained
therein, is equal to the aggregate amount of the interest becoming due and payable on all
Outstanding Bonds on the Interest Payment Dates in such Bond Year. 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 Interest Payment
Dates in such Bond Year. All moneys in the Interest Account shall be used and withdrawn by
the Trustee 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).
(b) Principal Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Principal Account an amount of money which, together with any money contained
therein, is equal to the aggregate amount of principal becoming due and payable on all
Outstanding Serial Bonds on the Principal Payment Date in such Bond Year. No deposit need be
made into the Principal Account if the amount contained therein is at least equal to the aggregate
amount of principal of all Outstanding Serial Bonds becoming due and payable on the Principal
Payment Date in such Bond Year. All money in the Principal Account shall be used and
withdrawn by the Trustee solely for the purpose of paying principal of the Serial Bonds as they
shall become due and payable.
In the event that there shall be insufficient money in the Tax Increment Fund to pay in
full all such principal and Sinking Account Installments due pursuant to Section 5.03(c) hereof in
such Bond Year, then the money available in the Tax Increment Fund shall be applied pro rata to
the payment of such principal and Sinking Account Installments in the proportion which all such
principal and Sinking Account Installments bear to each other.
(c) Term Bonds Sinking Account. The Trustee shall deposit in the Term Bonds
Sinking Account an amount of money which, together with any money contained therein, is
equal to the Sinking Account Installments payable on the Sinking Account Payment Date in such
Bond Year. No deposit need be made in the Term Bonds Sinking Account if the amount
contained therein is at least equal to the aggregate amount of all Sinking Account Installments
required to be made on the Sinking Account Payment Date in such Bond Year. All moneys in
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the Term Bonds Sinking Account shall be used and withdrawn by the Trustee solely for the
purpose of purchasing or redeeming the Term Bonds in accordance with Section 2.04(c)hereof.
(d) Reserve Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Reserve Account such amount as may be necessary to maintain on deposit therein
an amount equal to the Reserve Account Requirement. No deposit need be made into the
Reserve Account so long as there shall be on deposit therein an amount equal to the Reserve
Account Requirement. All money in or credited to the Reserve Account shall be used and
withdrawn by the Trustee solely for the purpose of replenishing the Interest Account, the
Principal Account or the Term Bonds Sinking Account in such order, in the event of any
deficiency in any of such accounts occurring on any Interest Payment Date, Principal Payment
Date or Sinking Account Payment Date, or for the purpose of paying the interest on or the
principal of the Bonds in the event that no other money of the Agency is lawfully available
therefor, or for the retirement of all Bonds then Outstanding, except that for so long as the
Agency is not in default hereunder, any amount in the Reserve Account in excess of the Reserve
Account Requirement shall be transferred to the Tax Increment Fund.
On any date on which Bonds are defeased in accordance with Section 11.02 hereof, the
Trustee shall, if so directed in a Written Request of the Agency, transfer any moneys in the
Reserve Account in excess of the Reserve Account Requirement resulting from such defeasance
to the entity or fund so specified in such Written Request of the Agency, to be applied to such
defeasance.
If at any time the Trustee fails to pay principal or interest due on any scheduled payment
date for the Bonds and any Parity Debt or withdraws funds from the Reserve Account to pay
principal and interest on the Bonds and any Parity Debt, the Trustee shall notify the Agency in
writing of such failure or withdrawal, as applicable.
[The Agency may, with the prior written consent of [INSURER], deposit any Qualified
Reserve Account Credit Instrument to the Reserve Account established for the Bonds in lieu of a
cash deposit into the Reserve Account.]
[EXEMPLAR BOND INSURER TERMS INCLUDED FOR REFERENCE; SUBJECT
TO CHANGE: The prior written consent of[INSURER] shall be a condition precedent to the
deposit of any Qualified Reserve Account Credit Instrument credited to the Reserve Account
established for Series 2015 Bonds in lieu of a cash deposit into the Reserve Account. Amounts
drawn under the [INSURER'S] Reserve Policy shall be available only for the payment of
scheduled principal and interest on the Series 2015 Bonds, respectively, when due.]
[EXEMPLAR BOND INSURER TERMS INCLUDED FOR REFERENCE; SUBJECT
TO CHANGE: The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in
accordance with the provisions of paragraph (a) of Section 12.15 hereof and to provide notice to
[INSURER] in accordance with the terms of the Reserve Policy at least five Business Days prior
to each date upon which interest or principal is due on the Series 2015 Bonds, respectively.
Where deposits are required to be made by the Agency with the Trustee to the debt service fund
for the Series 2015 Bonds, respectively, more often than semi-annually, the Trustee shall be
32
instructed to give notice to [INSURER] of any failure of the Agency to make timely payment in
full of such deposits within two Business Days of the date due.]
(e) Expense Account. The Trustee shall set aside from the Tax Increment Fund and
deposit in the Expense Account such amount as may be necessary to pay from time to time
Compliance Costs as specified in a Written Request of the Agency setting forth the amounts. All
moneys in the Expense Account shall be applied to the payment of Compliance Costs, upon
presentation of a Written Request of the Agency setting forth the amounts, purposes, the names
of the payees and a statement that the amounts to be paid are proper charges against the Expense
Account. So long as any of the Bonds herein authorized, or any interest thereon, remain unpaid,
the moneys in the Expense Account shall be used for no purpose other than those required or
permitted by the Indenture and the Law.
Section 5.04 Investment of Moneys in Funds and Accounts. Moneys in the Tax
Increment Fund and the Interest Account, the Principal Account, the Term Bonds Sinking
Account and the Expense Account thereunder, upon the Written Request of the Agency, shall be
invested by the Trustee in Permitted Investments. If such instructions are not provided, the
Trustee shall invest such funds in Permitted Investments described in clause (6) of the definition
thereof. Moneys in the Interest Account representing accrued interest paid to the Agency upon
the initial sale and delivery of any Bonds and in the Reserve Account, upon the Written Request
of the Agency, shall be invested by the Trustee in Permitted Investments. Permitted Investments
purchased with amounts on deposit in the Reserve Account shall have an average aggregate
weighted term to maturity of not greater than five (5) years; provided, however, that if such
investments may be redeemed at par so as to be available on each Interest Payment Date, any
amount in the Reserve Account may be invested in such redeemable Permitted Investments
maturing on any date on or prior to the final maturity date of the Bonds. The obligations in
which moneys in the Tax Increment Fund and the Interest Account, the Principal Account, the
Term Bonds Sinking Account and the Expense Account thereunder are so invested shall mature
prior to the date on which such moneys are estimated to be required to be paid out hereunder.
Any interest, income or profits from the deposits or investments of all other funds and accounts
held by the Trustee (other than the Expense Account and the Rebate Fund) shall be deposited in
the Tax Increment Fund. For purposes of determining the amount on deposit in any fund or
account held by the Trustee hereunder, all Permitted Investments credited to such fund or
account shall be valued at the lower of cost or the market price thereof (excluding accrued
interest and brokerage commissions, if any); provided that Permitted Investments credited to the
Reserve Account shall be valued at market value (exclusive of accrued interest and brokerage
commissions, if any), and any deficiency in the Reserve Account resulting from a decline in
market value shall be restored to the Reserve Account Requirement no later than the next Bond
Year. Amounts in the funds and accounts held by the Trustee under the Indenture shall be
valued at least annually on the first day of [December] [after the principal payment has been
made].
The Agency acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Agency the right to receive brokerage
confirmations of security transactions as they occur, the Agency will not receive such
confirmations to the extent permitted by law. The Trustee will furnish the Agency periodic cash
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transaction statements which shall include detail for all investment transactions made by the
Trustee hereunder.
The Trustee or any of its affiliates may act as agent, sponsor or advisor in connection
with any investment made by the Trustee hereunder.
Section 5.05 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Reserve Policy Payment and Reimbursement
Provisions. The following provisions shall govern in the event of a conflict with any contrary
provision of the Indenture.
(a) The Agency shall repay any draws under the Reserve Policy and pay all
related reasonable expenses incurred by [INSURER] and shall pay interest thereon from
the date of payment by [INSURER] at the Late Payment Rate. "Late Payment Rate"
means the lesser of (x) the greater of (i) the per annum rate of interest, publicly
announced from time to time by JPMorgan Chase Bank at its principal office in the City
of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime
Rate to be effective on the date such change is announced by JPMorgan Chase Bank)
plus %, and (ii) the then applicable highest rate of interest on the outstanding
[Series _ Bonds] and (y) the maximum rate permissible under applicable usury or
similar laws limiting interest rates. The Late Payment Rate shall be computed on the
basis of the actual number of days elapsed over a year of 360 days. In the event
JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be
the publicly announced prime or base lending rate of such national bank as [INSURER]
shall specify. If the interest provisions of this subparagraph (b) shall result in an effective
rate of interest which, for any period, exceeds the limit of the usury or any other laws
applicable to the indebtedness created herein, then all sums in excess of those lawfully
collectible as interest for the period in question shall, without further agreement or notice
between or by any party hereto, be applied as additional interest for any later periods of
time when amounts are outstanding hereunder to the extent that interest otherwise due
hereunder for such periods plus such additional interest would not exceed the limit of the
usury or such other laws, and any excess shall be applied upon principal immediately
upon receipt of such moneys by [INSURER], with the same force and effect as if the
Agency had specifically designated such extra sums to be so applied and [INSURER] had
agreed to accept such extra payment(s) as additional interest for such later periods. In no
event shall any agreed-to or actual exaction as consideration for the indebtedness created
herein exceed the limits imposed or provided by the law applicable to this transaction for
the use or detention of money or for forbearance in seeking its collection.
(b) Repayment of draws and payment of expenses and accrued interest
thereon at the Late Payment Rate (collectively, "Policy Costs") shall commence in the
first month following each draw, and each such monthly payment shall be in an amount
at least equal to 1/12 of the aggregate of Policy Costs related to such draw.
(c) The obligation to pay Policy Costs shall be secured by a valid lien on all
revenues and other collateral pledged as security for the Series 2015 Bonds (subject only
to the priority of payment provisions set forth under the Indenture). Amounts in respect
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of Policy Costs paid to [INSURER] shall be credited first to interest due, then to the
expenses due and then to principal due. As and to the extent that payments are made to
[INSURER] on account of principal due, the coverage under the Reserve Policy will be
increased by a like amount, subject to the terms of the Reserve Policy.
(d) All cash and investments in the Reserve Account shall be transferred to
the debt service fund for payment of debt service on the Series 2015 Bonds before any
drawing may be made on the Reserve Policy or any other Qualified Reserve Account
Credit Instrument credited to the Reserve Account in lieu of cash. Payment of any Policy
Costs shall be made prior to replenishment of any such cash amounts. Draws on all Credit
Facilities (including the Reserve Policy) on which there is available coverage shall be
made on a pro-rata basis (calculated by reference to the coverage then available
thereunder) after applying all available cash and investments in the Reserve Account.
Payment of Policy Costs and reimbursement of amounts with respect to other Credit
Facilities shall be made on a pro-rata basis prior to replenishment of any cash drawn from
the Reserve Account. For the avoidance of doubt, "available coverage means the
coverage then available for disbursement pursuant to the terms of the applicable
alternative credit instrument without regard to the legal or financial ability or willingness
of the provider of such instrument to honor a claim or draw thereon or the failure of such
provider to honor any such claim or draw.
(e) Upon a failure to pay Policy Costs when due or any other breach of the
terms of this Section, [INSURER] shall be entitled to exercise any and all legal and
equitable remedies available to it, including those provided under the Indenture, other
than (i) acceleration of the maturity of the Series 2015 Bonds, if any, or (ii) remedies
which would adversely affect owners of the Series 2015 Bonds.
(f) The Authorizing Document shall not be discharged until all Policy Costs
owing to [INSURER] shall have been paid in full. The Agency's obligation to pay such
amounts shall expressly survive payment in full of the Series 2015 Bonds.
(g) The Agency shall include any Policy Costs then due and owing
[INSURER] in the calculation of the additional bonds test.
(h) The Agency will pay or reimburse [INSURER] any and all reasonable
charges, fees, costs, losses, liabilities and expenses which [INSURER] may pay or incur,
including, but not limited to, fees and expenses of attorneys, accountants, consultants and
auditors and reasonable costs of investigations, in connection with (i) any accounts
established to facilitate payments under the Reserve Policy, (ii) the administration,
enforcement, defense or preservation of any rights in respect of the Indenture or any
document executed in connection with the Series 2015 Bonds (the "Related
Documents"), including defending, monitoring or participating in any litigation or
proceeding (including any bankruptcy proceeding in respect of the Agency) relating to
Authorizing Document or any other Related Document, any party to the Indenture or any
other Related Document or the transactions contemplated by the Related Documents, (iii)
the foreclosure against, sale or other disposition of any collateral securing any obligations
under the Indenture or any other Related Document, if any, or the pursuit of any remedies
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under the Indenture or any other Related Document,to the extent such costs and expenses
are not recovered from such foreclosure, sale or other disposition, (iv) any amendment,
waiver or other action with respect to, or related to the Indenture, the Reserve Policy or
any other Related Document whether or not executed or completed, or (v) any action
taken by [INSURER] to cure a default or termination or similar event (or to mitigate the
effect thereof) under the Indenture or any other Related Document; costs and expenses
shall include a reasonable allocation of compensation and overhead attributable to time of
employees of [INSURER] spent in connection with the actions described in clauses (ii)
through (v) above. [INSURER] reserves the right to charge a reasonable fee as a
condition to executing any amendment, waiver or consent proposed in respect of the
Indenture or any other Related Document. Amounts payable by the Agency hereunder
shall bear interest at the Late Payment Rate from the date such amount is paid or incurred
by [INSURER] until the date [INSURER] is paid in full.
(i) The obligation of the Agency pay all amounts due to [INSURER] shall be
an absolute and unconditional obligation of the Agency and will be paid or performed
strictly in accordance with the provisions of this Section, irrespective of(i) any lack of
validity or enforceability of or any amendment or other modifications of, or waiver with
respect to the Series 2015 Bonds, the Indenture or any other Related Document, or (ii)
any amendment or other modification of, or waiver with respect to the Reserve Policy;
(iii) any exchange, release or non-perfection of any security interest in property securing
the Series 2015 Bonds, the Indenture or any other Related Documents; (iv) whether or
not such Series 2015 Bonds are contingent or matured, disputed or undisputed, liquidated
or unliquidated; (v) any amendment, modification or waiver of or any consent to
departure from the Reserve Policy, the Indenture or all or any of the other Related
Documents; (vi) the existence of any claim, setoff, defense (other than the defense of
payment in full), reduction, abatement or other right which the Agency may have at any
time against the Trustee or any other person or entity other than the Bond Insurer,
whether in connection with the transactions contemplated herein or in any other Related
Documents or any unrelated transactions; (vii) any statement or any other document
presented under or in connection with the Reserve Policy proving in any and all respects
invalid, inaccurate, insufficient, fraudulent or forged or any statement therein being
untrue or inaccurate in any respect; or (viii) any payment by the Bond Insurer under the
Reserve Policy against presentation of a certificate or other document which does not
strictly comply with the terms of the Reserve Policy.
6) The Agency shall fully observe, perform, and fulfill each of the provisions
(as each of those provisions may be amended, supplemented, modified or waived with
the prior written consent of the Bond Insurer) of the Indenture applicable to it, each of the
provisions thereof being expressly incorporated into this Section by reference solely for
the benefit of[INSURER] as if set forth directly herein. No provision of the Indenture or
any other Related Document shall be amended, supplemented, modified or waived,
without the prior written consent of[INSURER], in any material respect or otherwise in a
manner that could adversely affect the payment obligations of the Agency hereunder or
the priority accorded to the reimbursement of Policy Costs under the Indenture.
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(k) The Agency covenants to provide to [INSURER], promptly upon request,
any information regarding the Series 2015 Bonds or the financial condition and
operations of the Agency as reasonably requested by [INSURER]. The Agency will
permit [INSURER] to discuss the affairs, finances and accounts of the Agency or any
information [INSURER] may reasonably request regarding the security for the Series
2015 Bonds with appropriate officers of the Agency and will use commercially
reasonable efforts to enable [INSURER] to have access to the facilities, books and
records of the Agency on any Business Day upon reasonable prior notice.]
Section 5.06 Cost of Issuance Fund. Moneys deposited in the Costs of Issuance Fund
shall be held by the Trustee in trust and applied to the payment of Costs of Issuance upon a
Requisition of the Agency filed with the Trustee, which shall be in substantially the form
attached hereto as Exhibit B. Each such requisition shall be sufficient evidence to the Trustee of
the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.
In no event shall moneys from any other fund or account established hereunder be used to pay
Costs of Issuance. All payments from the Costs of Issuance Fund shall be reflected on the
Trustee's regular accounting statements. At the end of twelve months from the date of issuance
of the Bonds, or upon earlier receipt of a Written Order of the Agency stating that amounts in
such fund are no longer required for the payment of Costs of Issuance, such fund shall be
terminated and any amounts then remaining in such fund shall be transferred to each Agency
Trustee for deposit in the [tax increment fund] (or similarly purposed fund if named differently)
in proportion to the original amount deposited in the Cost of Issuance Fund by such Agency
Trustee. The Trustee shall then close the Costs of Issuance Fund.
ARTICLE VI
COVENANTS OF THE AGENCY
Section 6.01 Punctual Payment. The Agency will punctually pay the principal of,
premium, if any, and the interest to become due with respect to the Bonds, in strict conformity
with the terms of the Bonds and of the Indenture and will faithfully satisfy, observe and perform
all conditions, covenants and requirements of the Bonds and of the Indenture.
Section 6.02 Against Encumbrances, The Agency will not mortgage or otherwise
encumber, pledge or place any charge upon any of the Tax Revenues, except as provided in the
Indenture, and will not issue any obligation or security superior to or on a parity with then
Outstanding Bonds payable in whole or in part from the Tax Revenues (other than Additional
Bonds in accordance with Section 4.01). The Agency shall refund outstanding Senior
Obligations on a basis senior to or on a parity with the Bonds only to the extent such refunding
would be permitted by Section 34177.5(a)(1) of the Dissolution Act.
Section 6.03 Extension or Funding of Claims for Interest. In order to prevent any
claims for interest after maturity, the Agency will not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any Bonds and will not,
directly or indirectly, be a party to or approve any such arrangements by purchasing or funding
said claims for interest or in any other manner. In case any such claim for interest shall be
extended or funded, whether or not with the consent of the Agency, such claim for interest so
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extended or funded shall not be entitled, in case of default hereunder, to the benefits of the
Indenture, except subject to the prior payment in full of the principal of the Bonds then
Outstanding and of all claims for interest which shall not have been so extended or funded.
Section 6.04 Payment of Claims. Subject to the terms of the Dissolution Act, the
Agency will pay and discharge any and all lawful claims for labor,materials or supplies which, if
unpaid, might become a lien or charge upon the properties owned by the Agency or upon the Tax
Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might
impair the security of the Bonds;provided that nothing herein contained shall require the Agency
to make any such payments so long as the Agency in good faith shall contest the validity of any
such claims.
Section 6.05 Books and Accounts: Financial Statements. The Agency will keep
proper books of record and accounts, separate from all other records and accounts of the Agency,
in which complete and correct entries shall be made of all transactions relating to the Tax
Increment Fund. Such books of record and accounts shall at all times during business hours be
subject to the inspection of the Trustee (who shall have no duty to inspect) and the Owners of not
less than ten per cent (10%) of the aggregate principal amount of Bonds Outstanding or their
representatives authorized in writing.
The Agency will prepare and file with the Trustee and the Bond Insurer annually, so long
as any Bonds are Outstanding, the audited financial statements of the Agency as part of the
Annual Report (as defined in the Continuing Disclosure Agreement), provided,however, that the
audited financial statements of the Agency may be submitted separately from the balance of the
Annual Report, and later than the date required for the filing of the Annual Report and as soon as
practicable if they are not available by that date, which audited financial statement shall include a
statement as to the manner and extent to which the Agency has complied with the provisions of
the Indenture as it relates to the funds and accounts established pursuant to the Indenture.
Section 6.06 Protection of Security and Rights of Owners. The Agency will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and defend
their rights against all claims and demands of all persons. From and after the sale and delivery of
any Bonds by the Agency, such Bonds shall be incontestable by the Agency.
Section 6.07 Payment of Taxes and Other Charges. The Agency will pay and
discharge all taxes, service charges, assessments and other governmental charges which may
hereafter be lawfully imposed upon the Agency or any properties owned by the Agency in the
Project Area, or upon the revenues therefrom, when the same shall become due; provided that
nothing herein contained shall require the Agency to make any such payments so long as the
Agency in good faith shall contest the validity of any such taxes, service charges, assessments or
other governmental charges.
Section 6.08 Amendment of Redevelopment Plan. The Agency will not amend the
Redevelopment Plan except as provided in this section and as permitted by the Law. If the
Agency proposes to amend the Redevelopment Plan, it shall cause to be filed with the Trustee a
Consultant's Report on the effect of such proposed amendment. If the Consultant's Report
concludes that Tax Revenues will not be materially reduced by such proposed amendment, the
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Agency may undertake such amendment. If the Consultant's Report concludes that Tax
Revenues will be materially reduced by such proposed amendment, the Agency may not
undertake such proposed amendment. Notwithstanding the foregoing, the Agency must obtain
the Bond Insurer's prior written consent for any amendment of the Redevelopment Plan which
would (i) reduce the amount of Tax Revenues that may be received by the Agency or (ii) reduce
the period during which the Agency may collect Tax Revenues.
Section 6.09 Tax Revenues. The Agency shall comply with all requirements of the Law
to ensure the allocation and payment to it of the Tax Revenues, including without limitation the
timely filing of any necessary ROPS.
(a) The Agency shall manage its fiscal affairs in a manner so that it will have sufficient
Tax Revenues available under the Redevelopment Plan in the amounts and at the times required
to enable the Agency to pay the principal of, premium, if any and interest on the outstanding
Senior Obligations, and any parity debt thereof, and the Series 2015 Bonds and any Parity Debt
when due.
The Agency shall comply with all requirements of the Law to obtain the allocation and
payment to it of the Tax Revenues on its ROPS for each ROPS Period, and the timely filing
thereof, all payments expected to be made to the Trustee in order to satisfy the requirements of
this Section 6.09.
[(b) The Agency hereby covenants that, for so long as the receipt of Tax Revenues
attributable to the Redevelopment Plan is subject to a tax increment limit under the Law, it will
annually review the total amount of Tax Revenues attributable to [each of its Project Areas]
remaining available to be received by the Agency under the applicable redevelopment plan of the
Redevelopment Plan. In the event that the Tax Revenues attributable to any Project Area and the
allocable debt service remaining to be paid on the Senior Obligations, and any parity debt
thereof, and the Series 2015 Bonds and any Parity Debt at any time equals or exceeds ninety
percent (90%) of the aggregate amount of Tax Revenues attributable to such Project Area which
the Agency is permitted to receive under the applicable Redevelopment Plan, the Agency will
either:
(1) deposit all future Tax Revenues attributable to each such Project Area not used to
pay current debt service with the [Trustee] in a special account to be applied for the sole purpose
of paying the principal of and interest on, or the redemption of, the Senior Obligations, and any
parity debt thereof, and the Series 2015 Bonds and any Parity Debt as they become due and
payable, notwithstanding anything herein to the contrary, which account shall be invested in non-
callable Federal Securities and used for the payment of interest on and principal of and
redemption premiums, if any, on the Senior Obligations, and any parity debt thereof, and the
Series 2015 Bonds and any Parity Debt, or
(2) adopt a plan approved by an Independent Redevelopment Consultant which
demonstrates the Agency's continuing ability to pay debt service on the Senior Obligations, and
any parity debt thereof, and the Series 2015 Bonds and any Parity Debt. In determining the
amount to be deposited in escrow with the [Trustee], the Agency shall not take into account any
actual or projected interest earnings on the amounts so deposited.
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The Agency agrees that the information provided to the [Trustee] in such Written
Agreement will be included in each annual report provided pursuant to the Continuing
Disclosure Agreement.
(c) Notwithstanding the foregoing, if legislation is adopted by the legislature of the
State of California eliminating the effective limit on the amount of taxes which can be allocated
to the Agency pursuant to the Law and the Redevelopment Plan, the deposit of Tax Revenues
attributable to any redevelopment plan of the Redevelopment Plan required by paragraph (b) of
this Section 6.09 for the purpose of paying the payment of debt service on the Senior
Obligations, and any parity debt thereof, and the Series 2015 Bonds and any Parity Debt shall no
longer be required.]
Section 6.10 Further Assurances. The Agency will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary
or proper to carry out the intention or to facilitate the performance of the Indenture, and for the
better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided
in the Indenture.
Section 6.11 Tax Covenants; Rebate Fund.
(a) The Agency covenants that it will not take any action, or fail to take any action, if
any such action or failure to take action would adversely affect the exclusion from gross income
of the interest on any of the Tax Exempt Bonds under Section 103 of the Code. Without limiting
the generality of the foregoing, the Agency shall comply with the requirements of the Tax
Certificate, which is incorporated herein as if fully set forth herein. This covenant shall survive
payment in full or defeasance of the Bonds.
(b) The Agency agrees that there shall be paid from time to time all amounts required
to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary,
proposed or final Treasury Regulations as may be applicable to the Tax Exempt Bonds from time
to time.
(c) The Trustee shall establish and maintain a fund separate from any other fund
established and maintained hereunder designated as the Rebate Fund. Notwithstanding any other
provision of the Indenture to the contrary, all amounts deposited into or on deposit in the Rebate
Fund shall be governed by this Section 6.11 and by the Tax Certificate (which is incorporated
herein by reference). The Agency shall cause to be deposited in the Rebate Fund the Rebate
Requirement as provided in the Tax Certificate. Subject to the provisions of this Section 6.11,
all money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for
payment to the federal government of the United States of America from time to time in
accordance with the Tax Certificate. The Agency and the Owners shall have no rights in or
claim to such money.
(d) Upon the written direction of the Agency, the Trustee shall invest all amounts
held in the Rebate Fund in Permitted Investments, subject to the restrictions set forth in the Tax
Certificate.
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• I
I
(e) Upon receipt of the Rebate Instructions required to be delivered to the Trustee by
the Tax Certificate, the Trustee shall remit part or all of the balances held in the Rebate Fund to
the Trustee for payment to the federal government of the United States of America, as so
directed. In addition, if the Rebate Instructions so direct, the Trustee shall deposit moneys into
or transfer moneys out of the Rebate Fund from or into such accounts or funds as the Rebate
Instructions direct. Any funds remaining in the Rebate Fund after redemption and payment of all
of the Tax Exempt Bonds and payment of any required rebate amount, or provision made
therefor satisfactory to the Trustee, shall be withdrawn and remitted to the Agency.
(f) The Trustee shall have no obligation to pay any amounts required to be remitted
pursuant to this Section 6.11, other than from moneys held in the funds and accounts created
under the Indenture or from other moneys provided to it by the Agency.
(g) The Trustee shall conclusively be deemed to have complied with the provisions of
this Section 6.11 if it follows the directions of the Agency set forth in the Rebate Instructions,
and shall not be required to take any actions thereunder in the absence of Rebate Instructions
from the Agency.
(h) Notwithstanding any other provision of the Indenture, the obligation of the
Agency to remit or cause to be remitted any required rebate amount to the United States
government and to comply with all other requirements of this Section 6.11 and the Tax
Certificate shall survive the defeasance or payment in full of the Tax Exempt Bonds.
(i) Notwithstanding any provision of this Section 6.11 to the contrary, if the Agency
shall provide to the Trustee an opinion of counsel of recognized standing in the field of law
relating to municipal bonds (and approved in writing by the Agency) to the effect that any action
required under this Section 6.11 is no longer required, or that some further or different action is
required, to maintain the exclusion from federal gross income of the interest on the Tax Exempt
Bonds pursuant to the Code, the Trustee and the Agency may conclusively rely on such opinion
in complying with the provisions of this Section 6.11, and the provisions hereof shall be deemed
to be modified to that extent.
Section 6.12 Compliance with the Dissolution Act. The Agency covenants that in
addition to complying with the requirements of Section 5.01 hereof, it will comply with all other
requirements of the Dissolution Act. Without limiting the generality of the foregoing, the
Agency covenants and agrees to file all required statements and seek all necessary successor
agency or an oversight board approvals required under the Dissolution Act to assure compliance
by the Agency with its covenants under the Indenture. Further, the Agency will take all actions
required under the Dissolution Act to include on its ROPS for each ROPS Period all payments
expected to be made to the Trustee in order to satisfy the requirements of the Indenture,
including any amounts required to pay principal and interest payments due on the [Senior
Obligations], Outstanding Bonds and any Parity Debt, any deficiency in the Reserve Account to
the full amount of the Reserve Account Requirement and any deficiency in the reserve accounts
under the indentures or loan agreements for the Senior Obligations, any Compliance Costs, and
any required debt service, reserve set-asides, and any other payments required under the
Indenture or similar documents pursuant to Section 34171(d)(1)(A) of the California Health and
Safety Code, so as to enable the County Auditor-Controller to distribute from the RPTTF
41
amounts to the Trustee for deposit in the Tax Increment Fund on each ROPS Distribution Date
amounts required for the Agency to pay the principal of, premium, if any, and the interest on the
Outstanding Bonds and any Parity Debt coming due in the respective ROPS Period. These
actions will include placing on the periodic ROPS for approval by the Oversight Board and the
DOF, to the extent necessary, the amounts to be held by the Successor Agency as a reserve until
the next ROPS Period, as contemplated by paragraph (1)(A) of subdivision (d) of Section 34171
of the Dissolution Act, that are necessary to provide for the payment of principal of, premium, if
any, and the interest under this Indenture when the next property tax allocation is projected to be
insufficient to pay all obligations due under this Indenture for the next payment due in the
following ROPS Period.
Section 6.13 Negative Pledge. The Agency may not create or allow to exist any liens
on Tax Revenues senior to (except as provided in the indentures or loan agreements securing the
Senior Obligations) or on a parity with the Series 2015 Bonds except as provided in Article IV
hereof [or as otherwise approved by the Bond Insurer]. The Agency shall refund outstanding
Senior Obligations on a basis senior to or on a parity with the Bonds only to the extent such
refunding would be permitted by Section 34177.5(a)(1) of the Dissolution Act.
Section 6.14 Adverse Change in State Law. If, due to an adverse change in State law
resulting from legislation or the decision of a court of competent jurisdiction, the Agency
determines that it can no longer comply with Section 6.12, then the Agency shall immediately
notify the County Auditor-Controller and the Trustee in writing of such determination. The
Agency shall immediately seek a declaratory judgment or take other appropriate action in a court
of competent jurisdiction to determine the duties of all parties to the Indenture, including the
County Auditor-Controller and the Agency, with regard to the performance of Section 6.12 by
the Agency. The Trustee may, but is in no event obligated to, participate in the process of
seeking such declaratory judgment to protect its rights hereunder. Any reasonable fees and
expenses incurred by the Trustee (including, without limitation, legal fees and expenses) in
connection with such participation shall be borne by the Agency.
Section 6.15 Credits to Redevelopment Obligation Retirement Fund. The Agency
covenants, subject to the prior application and lien in favor of the Senior Obligations, to credit all
Tax Revenues withdrawn from the RPTTF by the County Auditor-Controller and remitted to the
Trustee for the payment of the Bonds and any Parity Debt to the Redevelopment Obligation
Retirement Fund established pursuant to Section 34170.5 of the California Health and Safety
Code.
Section 6.16 Compliance Costs. The Agency, to the fullest extent permitted by law,
shall pay the annual Compliance Costs, from amounts on deposit in the Expense Account,
including fees and disbursements of the consultants and professionals engaged in connection
with the Bonds, costs of the Agency and the Trustee payable from the RPTTF.
Section 6.17 Continuing Disclosure. The Agency hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Agreement.
Notwithstanding any other provision of the Indenture, failure of the Agency to comply with the
Continuing Disclosure Agreement shall not be considered an event of default; provided,
however, the Trustee, at the written request of any Participating Underwriter (as defined in the
42
Continuing Disclosure Agreement), or the Bondowners of at least 25% aggregate principal
amount of Bonds Outstanding, shall to the extent the Trustee is indemnified to its satisfaction
from and against any liability or expense related thereto, or any Bondowner or Beneficial Owner
may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the Agency to comply with its obligations under
this section and the Continuing Disclosure Agreement. For purposes of this section, `Beneficial
Owner" shall mean any person which has or shares the power, directly or indirectly, to make
investment decisions concerning ownership of any Bonds (including persons holding Bonds
through nominees, depositories or other intermediaries).
ARTICLE VII
THE TRUSTEE
Section 7.01 Appointment and Acceptance of Duties. The Trustee hereby accepts and
agrees to the trusts hereby created to all of which the Agency agrees and the respective Owners
of the Bonds,by their purchase and acceptance thereof, agree.
Section 7.02 Duties,Immunities and Liability of Trustee.
(a) The Trustee shall, prior to an Event of Default, and after the curing or
waiver of all Events of Default which may have occurred, perform such duties and only
such duties as are specifically set forth in the Indenture, and no implied duties or
obligations shall be read into the Indenture against the Trustee. The Trustee shall, during
the existence of any Event of Default (which has not been cured or waived), exercise the
rights and powers vested in it by the Indenture, and use the same degree of care and skill
in their exercise as a reasonable individual would exercise or use under the circumstances
in the conduct of his own affairs.
(b) [Subject to Section 12.15,] the Agency may, in the absence of an Event of
Default, and upon receipt of an instrument or concurrent instruments in writing signed by
the Owners of not less than a majority in aggregate principal amount of the Bonds then
Outstanding (or their attorneys duly authorized in writing) [or upon receipt of a written
request of the Bond Insurer stating good cause, or upon receipt of a written request of any
Bond Insurer following an Event of Default (irrespective of cause)], or if at any time the
Trustee shall cease to be eligible in accordance with subsection (e) of this section, or shall
become incapable of acting, or shall commence a case under any bankruptcy, insolvency
or similar law, or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take control or charge of the Trustee or its property or affairs for the
purpose of rehabilitation, conservation or liquidation, shall, remove the Trustee by giving
written notice of such removal to the Trustee, and thereupon the Agency shall promptly
appoint a successor Trustee by an instrument in writing.
(c) The Trustee may, subject to (d) below, resign by giving written notice of
such resignation to the Agency [and the Bond Insurer] and by giving notice of such
resignation by mail, first class postage prepaid, to the Owners at the addresses listed in
the Bond Register. Upon receiving such notice of resignation, the Agency shall promptly
43
appoint a successor Trustee by an instrument in writing, [and shall notify the Bond
Insurer of such appointment].
(d) Any removal or resignation of the Trustee and appointment of a successor
Trustee shall become effective only upon acceptance of appointment by the successor
Trustee. If no successor Trustee shall have been appointed and shall have accepted
appointment within thirty (30) days of giving notice of removal or notice of resignation
as aforesaid, the resigning Trustee or any Owner (on behalf of himself and all other
Owners) may petition, at the expense of the Agency, any court of competent jurisdiction
for the appointment of a successor Trustee, and such court may thereupon, after such
notice (if any) as it may deem proper, appoint such successor Trustee. Any successor
Trustee appointed under the Indenture shall signify its acceptance of such appointment by
executing and delivering to the Agency and to its predecessor Trustee [and the Bond
Insurer] a written acceptance thereof, and thereupon such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the moneys, estates,
properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with
like effect as if originally named Trustee herein; but, nevertheless, at the written request
of the Agency or of the successor Trustee, such predecessor Trustee shall execute and
deliver any and all instruments of conveyance or further assurance and do such other
things as may reasonably be required for fully and certainly vesting in and confirming to
such successor Trustee all the right, title and interest of such predecessor Trustee in and
to any property held by it under the Indenture and shall pay over, transfer, assign and
deliver to the successor Trustee any money or other property subject to the trusts and
conditions set forth herein. Upon request of the successor Trustee, the Agency shall
execute and deliver any and all instruments as may be reasonably required for fully and
certainly vesting in and confirming to such successor Trustee all such moneys, estates,
properties, rights, powers, trusts, duties and obligations. Upon acceptance of
appointment by a successor Trustee as provided in this subsection, such successor
Trustee shall mail a notice of the succession of such Trustee to the trusts hereunder by
first class mail, postage prepaid, to the Owners at their addresses listed in the Bond
Register.
(e) Any Trustee appointed under the provisions of this section shall be a trust
company or bank having the powers of a trust company or authorized to exercise trust
powers, having a corporate trust office in California, having (or in the case of a bank,
trust company or bank holding company which is a member of a bank holding company
system, the related bank holding company shall have) a combined capital and surplus of
at least fifty million dollars ($50,000,000), and subject to supervision or examination by
federal or state authority. If such bank, trust company or bank holding company
publishes a report of condition at least annually, pursuant to law or to the requirements of
any supervising or examining authority above referred to, then for the purpose of this
subsection the combined capital and surplus of such bank, trust company or bank holding
company shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this subsection, the Trustee shall resign
immediately in the manner and with the effect specified in this section.
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(f) No provision in the Indenture shall require the Trustee to risk or expend its
own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder unless the Owners shall have offered to the Trustee security or
indemnity it deems reasonable, against the costs, expenses and liabilities that may be
incurred.
(g) In accepting the trust hereby created, the Trustee acts solely as Trustee for
the Owners and not in its individual capacity, and under no circumstances shall the
Trustee be liable in its individual capacity for the obligations evidenced by the Bonds.
(h) The Trustee makes no representation or warranty, express or implied, as to
the compliance with legal requirements of the use contemplated by the Agency of the
funds under the Indenture.
(i) The Trustee shall not be responsible for the recording or filing of any
document relating to the Indenture or of financing statements (or continuation statements
in connection therewith). The Trustee shall not be deemed to have made representations
as to the security afforded thereby or as to the validity, sufficiency or priority of any such
document, collateral or security of the Bonds.
0) The Trustee shall not be deemed to have knowledge of any Event of
Default hereunder unless and until a Responsible Officer shall have actual knowledge
thereof at the Trustee's Principal Corporate Trust Office.
(k) The Trustee shall not be accountable for the use or application by the
Agency or any other party of any funds which the Trustee has released under the
Indenture.
(1) The Trustee shall provide a monthly accounting of all Funds held pursuant
to the Indenture to the Agency within fifteen (15) Business Days after the end of each
month and shall provide statements of account for each annual period beginning July 1
and ending June 30, within 90 days after the end of such period. Such accounting shall
show in reasonable detail all transactions made by the Trustee under the Indenture during
the accounting period and the balance in any Funds and accounts created under the
Indenture as of the beginning and close of such accounting period.
(m) All moneys received by the Trustee shall, until used or applied or invested
as herein provided, be held in trust for the purposes for which they were received but
need not be segregated from other funds except to the extent required by law.
(n) The permissive rights of the Trustee to do things enumerated in the
Indenture shall not be construed as a duty unless so specified herein.
(o) The Trustee may appoint and act through an agent and shall not be
responsible for any misconduct or negligence of any such agent appointed with due care.
Section 7.03 Merger or Consolidation. Any company into which the Trustee may be
merged or converted or with which it may be consolidated or any company resulting from any
45
merger, conversion or consolidation to which it shall be a party or any company to which the
Trustee may sell or transfer all or substantially all of its corporate trust business, provided such
company shall be eligible under subsection (e) of Section 7.02, shall succeed to the rights and
obligations of such Trustee without the execution or filing of any paper or any further act,
anything herein to the contrary notwithstanding.
Section 7.04 Compensation. The Agency shall pay to the Trustee a reasonable
compensation for its services rendered hereunder and reimburse the Trustee for reasonable
expenses, disbursements and advances, including attorney's and agent's fees and expenses,
incurred by the Trustee in the performance of its obligations hereunder.
The Agency agrees, to the extent permitted by law, to indemnify the Trustee and its
officers, directors, employees, attorneys and agents for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its part arising out of or
in connection with (i) the acceptance or administration of the trusts imposed by the Indenture,
including performance of its duties hereunder, including the costs and expenses of defending
itself against any claims or liability in connection with the exercise or performance of any of its
powers or duties hereunder (ii) the Bonds; (iii) the sale of any Bonds and the carrying out of any
of the transactions contemplated by the Bonds; or (iv) any untrue statement of any material fact
or omission to state a material fact necessary to make the statements made, in light of the
circumstances under which they were made, not misleading in any official statement or other
disclosure document utilized by the Agency or under its authority in connection with the sale of
the Bonds. The Agency's obligations hereunder with respect to indemnity of the Trustee and the
provision for its compensation set forth in this Article shall survive and remain valid and binding
notwithstanding the maturity and payment of the Bonds, or the resignation, or removal of the
Trustee.
The Trustee shall have no responsibility for or liability in connection with assuring that
all of the procedures or conditions to closing set forth in the contract of purchase for sale of the
Bonds are satisfied, or that all documents required to be delivered on the closing date to the
parties are actually delivered, except its own responsibility to receive or deliver the proceeds of
the sale, deliver the Bonds and other certificates expressly required to be delivered by it and its
counsel.
Section 7.05 Liability of Trustee. The recitals of facts herein and in the Bonds
contained shall be taken as statements of the Agency, and the Trustee does not assume any
responsibility for the correctness of the same, and does not make any representations as to the
validity or sufficiency of the Indenture or of the Bonds, and shall not incur any responsibility in
respect thereof, other than in connection with the duties or obligations herein or in the Bonds
assigned to or imposed upon it; provided, that the Trustee shall be responsible for its
representations contained in its certificate of authentication on the Bonds. The Trustee shall not
be liable in connection with the performance of its duties hereunder except for its own
negligence or willful misconduct. The Trustee (in its individual or any other capacity) may
become the Owner of Bonds with the same rights it would have if it were not Trustee hereunder,
and, to the extent permitted by law, may act as depository for and permit any of its officers,
directors and employees to act as a member of, or in any other capacity with respect to, any
committee formed to protect the rights of Owners, whether or not such committee shall represent
46
the Owners of a majority in principal amount (or any lesser amount that may direct the Trustee in
accordance with, and as provided in, the provisions of the Indenture) of the Bonds then
Outstanding. The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Bond Insurer or the Owners of a
majority in principal amount (or any lesser amount that may direct the Trustee in accordance
with, and as provided in, the provisions of the Indenture) of the Outstanding Bonds relating to
the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, hereunder. Whether or not
therein expressly so provided, every provision of the Indenture or related documents relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to
the provisions of this Article. All indemnifications and releases from liability granted herein to
the Trustee shall extend to the directors, officers, employees and agents of the Trustee.
Section 7.06 Right to Rely on Documents. The Trustee may rely on and shall be
protected in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, opinion, bond or other paper or document reasonably believed by it to be
genuine and to have been signed or presented by the proper party or parties. The Trustee may
consult with counsel, who may be counsel of or to the Agency, with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection for any
action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.
Whenever in the administration of the trusts imposed upon it by the Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by
an Officer's Certificate, and such Certificate shall be full warrant to the Trustee for any action
taken or suffered or omitted in good faith under the provisions of the Indenture in reliance upon
such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of
such matter or may require such additional evidence as to it may seem reasonable.
The Trustee shall be entitled to advice of counsel and other professionals concerning all
matters of trust and its duty hereunder, but the Trustee shall not be answerable for the
professional malpractice of any attorney-at-law or certified public accountant in connection with
the rendering of his professional advice in accordance with the terms of the Indenture, if such
attorney-at-law or certified public accountant was selected by the Trustee with due care.
Section 7.07 Preservation and Inspection of Documents. All documents received by
the Trustee under the provisions of the Indenture shall be retained in its possession and shall be
subject at all reasonable times upon prior notice to the inspection of the Agency, [the Bond
Insurer] and the Owners of at least twenty-five percent (25%) of the aggregate principal amount
of the Bonds, and their agents and representatives duly authorized in writing, at reasonable hours
and under reasonable conditions.
Section 7.08 Indemnity for Trustee. Before taking any action or exercising any rights
or powers under the Indenture, the Trustee may require that satisfactory indemnity be furnished
to it for the reimbursement of all costs and expenses which it may incur and to indemnify it
47
against all liability, except liability which may result from its negligence or willful misconduct,
by reason of any action so taken.
ARTICLE VIII
EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF
OF OWNERSHIP OF THE BONDS
Section 8.01 Execution of Instruments, Proof of Ownership. Any request, direction,
consent or other instrument in writing required or permitted by the Indenture to be signed or
executed by Owners may be in any number of concurrent instruments of similar tenor by
different parties and may be signed or executed by such Owners in Person or by agent appointed
by an instrument in writing. Proof of the execution of any such instrument and of the ownership
of the Bonds shall be sufficient for any purpose of the Indenture and shall be conclusive in favor
of the Trustee with regard to any action taken, suffered or omitted by either of them under such
instrument if made in the following manner:
(a) The fact and date of the execution by any Person of any such instrument
may be proved by the certificate of any officer in any jurisdiction who, by the laws
thereof, has power to take acknowledgments within such jurisdiction, to the effect that
the Person signing such instrument acknowledged before him the execution thereof, or by
an affidavit of a witness to such execution.
(b) The fact of the ownership of the Bonds under the Indenture by any Owner
and the serial numbers of such Bonds and the date of his ownership of the same shall be
proved by the Bond Register.
Nothing contained in this Article shall be construed as limiting the Trustee to such proof,
it being intended that the Trustee may accept any other evidence of the matters in this Article
stated which to it may seem sufficient. Any request or consent of the Owner of any Bond shall
bind every future Owner of the same Bond and any Bond or Bonds issued in exchange or
substitution therefor or upon the registration of transfer thereof in respect of anything done by
the Trustee in pursuance of such request or consent.
ARTICLE IX
AMENDMENT OF THE INDENTURE
Section 9.01 Amendment by Consent of Owners. The Indenture and the rights and
obligations of the Agency and of the Owners may be amended at any time, [upon the written
consent of the Bond Insurer],by a Supplemental Indenture which shall become binding when the
written consents of the Owners of sixty per cent (60%) in aggregate principal amount of Bonds
Outstanding, exclusive of Bonds disqualified as provided in Section 9.02 are filed with the
Trustee. [The consent of the Bond Insurer, in place of Owner's consent, shall be sufficient so
long as the Bond Insurer's policy is not in default and secures payments on such requisite
ownership and, provided that] no such amendment shall (1) extend the maturity of or reduce the
interest rate on, or otherwise alter or impair the obligation of the Agency to pay the interest or
48
principal of, and premium, if any, at the time and place and at the rate and in the currency
provided herein of any Bond, without the express written consent of the Owner of such Bond, or
(2) permit the creation by the Agency of any mortgage, pledge or lien upon the Tax Revenues
superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the
Bonds, without the express written consent of the Owner of such Bond, or (3) reduce the
percentage of Bonds required for the written consent to any such amendment, without the
express written consent of the Owner of such Bond, or (4) modify the rights or obligations of the
Trustee without its prior written assent thereto.
The Indenture and the rights and obligations of the Agency and of the Owners may also
be amended at any time, [upon the written consent of the Bond Insurer], by a Supplemental
Indenture which shall become binding upon adoption, without the consent of any Owners, but
only to the extent permitted by law and only for any one or more of the following purposes:
(a) To add to the covenants and agreements of the Agency in the Indenture
contained, other covenants and agreements thereafter to be observed, or to surrender any
right or power herein reserved to or conferred upon the Agency;
(b) To make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in the Indenture,
or in regard to questions arising under the Indenture, as the Agency may deem necessary
or desirable and not inconsistent with the Indenture, and which shall not materially
adversely affect the interests of the Owners of the Bonds;
(c) To provide for the issuance of any Additional Bonds, and to provide the
terms and conditions under which such Additional Bonds may be issued, subject to and in
accordance with the provisions of Article IV;
(d) To modify, amend or supplement the Indenture in such manner as to
permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any
similar federal statute hereafter in effect, and to add such other terms, conditions and
provisions as may be permitted by said act or similar federal statute, and which shall not
materially adversely affect the interests of the Owners of the Bonds;
(e) To maintain the exclusion of interest on the Tax Exempt Bonds from gross
income for federal income tax purposes;
(f) To modify, amend or supplement the Indenture in such manner as to
conform to changes in the Dissolution Act so long as there is no material adverse effect to
holders of the Bonds; or
(g) To obtain a bond insurance policy or a rating on the Bonds.
Section 9.02 Disqualified Bonds. Bonds owned or held by or for the account of the
Agency or the City shall not be deemed Outstanding for the purpose of any consent or other
action or any calculation of Outstanding Bonds in this Article provided for, and shall not be
entitled to consent to, or take any other action in this Article provided for.
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Section 9.03 Endorsement or Replacement of Bonds After Amendment. After the
effective date of any action taken as hereinabove provided, the Agency may determine that the
Bonds may bear a notation, by endorsement in form approved by the Agency, as to such action,
and in that case upon demand of the Owner of any Bond Outstanding at such effective date and
presentation of his Bond for the purpose at the office of the Trustee or at such additional offices
as the Trustee may select and designate for that purpose, a suitable notation as to such action
shall be made on such Bond. If the Agency shall so determine, new Bonds so modified as, in the
opinion of the Agency, shall be necessary to conform to such action shall be prepared and
executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective
date such new Bonds shall be exchanged at the office of the Trustee or at such additional offices
as the Trustee may select and designate for that purpose, without cost to each Owner, for Bonds
then Outstanding,upon surrender of such Outstanding Bonds.
Section 9.04 Amendment by Mutual Consent. The provisions of this Article shall not
prevent any Owner from accepting any amendment as to the particular Bonds held by him,
provided that due notation thereof is made on such Bonds.
Section 9.05 Opinion of Counsel. The Trustee may request and conclusively accept an
opinion of counsel to the Agency that an amendment of the Indenture is in conformity with the
provisions of this Article.
Section 9.06 Notice to Rating Agencies. The Agency shall provide each rating agency
rating the Bonds with a notice of any amendment to the Indenture pursuant to this Article and a
copy of any Supplemental Indenture at least 15 days in advance of its execution.
Section 9.07 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE: Transcript of Proceedings to Bond Insurer. The
Agency shall provide the Bond Insurer with a full transcript of the proceedings relating to the
execution and delivery of any Supplemental Indenture.]
ARTICLE X
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 10.01 Events of Default and Acceleration of Maturities. If one or more of the
following events (herein called"Events of Default") shall happen,that is to say:
(a) If default shall be made in the due and punctual payment of the principal
of, or premium, if any, on any Bond when and as the same shall become due and payable,
whether at maturity as therein expressed,by declaration or otherwise;
(b) If default shall be made in the due and punctual payment of the interest on
any Bond when and as the same shall become due and payable;
(c) If default shall be made by the Agency in the observance of any of the
agreements, conditions or covenants on its part in the Indenture or in the Bonds
contained, and such default shall have continued for a period of thirty (30) days after the
Agency shall have been given notice in writing of such default by the Trustee; provided,
50
however, that such default shall not constitute an Event of Default hereunder if the
Agency shall commence to cure such default within said 30-day period and thereafter
diligently and in good faith proceed to cure such default within a reasonable period of
time not to exceed 60 days after such notice [without the prior written consent of the
Bond Insurer]; or
(d) If the Agency shall file 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 if a court of competent jurisdiction shall approve a petition, filed
with or without the consent of the Agency, seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America, or if, under
the provisions of any other law for the relief or aid of debtors, any court of competent
jurisdiction shall assume custody or control of the Agency or of the whole or any
substantial part of its property;
then, and in each and every such case during the continuance of such Event of Default, [with the
written consent of the Bond Insurer], the Trustee may, and upon the written request of the
Owners of not less than twenty-five per cent (25%) in aggregate principal amount of Bonds
Outstanding, shall, by notice in writing to the Agency, declare the principal of all of the Bonds
then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and payable. [For all
purposes under this Article X,the Bond Insurer is deemed to be an owner of one hundred percent
(100%) of the Insured Series 2015_Bonds unless the Bond Insurer is in default under the terms
of the Bond Insurance Policy.]
If, at any time after the principal of the Bonds shall have been so declared due and
payable, and before any judgment or decree for the payment of the money due shall have been
obtained or entered, the Agency shall deposit with the Trustee a sum sufficient to pay all
principal on the Outstanding Bonds and any Parity Debt matured prior to such declaration and all
matured installments of interest (if any) upon all the Bonds, with interest at the rate of ten per
cent (10%) per annum on such overdue installments of principal and interest, and the reasonable
expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the
payment of principal of and interest on the Outstanding Bonds and any Parity Debt due and
payable solely by reason of such declaration) shall have been made good or cured to the
satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been
made therefor, then, and in every such case, the Owners of at least twenty-five per cent (25%) in
aggregate principal amount of Bonds Outstanding, by written notice to the Agency and to the
Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration
and its consequences. No such rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair or exhaust any right or power consequent thereon.
[An Event of Default shall continue to exist under subsections (a) and (b) of this Section
10.01 after payment is made by the Bond Insurer when due, pursuant to the terms of the Bond
Insurance Policy.]
Section 10.02 Application of Funds Upon Acceleration. All money in the funds and
accounts provided for in the Indenture upon the date of the declaration of acceleration by the
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Trustee as provided in Section 10.01, and subject to the prior application and lien in favor of the
Senior Obligations, all Tax Revenues thereafter received by the Agency hereunder, shall be
transmitted to the Trustee and shall be applied by the Trustee in the following order:
First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the
provisions of this Article, including reasonable compensation to its agents, attorneys and counsel
and then to the payment of the costs and expenses of the Owners in providing for the declaration
of such event of default, including reasonable compensation to their agents, attorneys and
counsel;
Second, upon presentation of the several Bonds, and the stamping thereon of the amount
of the payment if only partially paid, or upon the surrender thereof if fully paid, (A) to the
payment of the whole amount then owing and unpaid upon the Outstanding Bonds and any
Parity Debt for principal of, and interest on the Outstanding Bonds and any Parity Debt, with
interest on the overdue interest and principal at the rate of ten per cent (10%)per annum, and (B)
in case such money shall be insufficient to pay in full the whole amount so owing and unpaid
upon the Outstanding Bonds and any Parity Debt, then to the payment of such interest, principal,
and interest on overdue interest and principal without preference or priority among such interest,
principal, and interest on overdue interest and principal, ratably to the aggregate of such interest,
principal, and interest on overdue interest and principal.
Section 10.03 Trustee to Represent Bondowners. The Trustee is hereby irrevocably
appointed (and the successive respective Owners of the Bonds, by taking and owning the same,
shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful
attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on
their behalf such rights and remedies as may be available to such Owners under the provisions of
the Bonds, the Indenture, the Law and applicable provisions of any other law. Upon the
occurrence and continuance of an Event of Default or other occasion giving rise to a right in the
Trustee to represent the Owners of the Bonds, the Trustee in its discretion may [with the consent
of the Bond Insurer], and upon the written request of the Owners of not less than twenty-five per
cent (25%) in aggregate principal amount of Bonds then Outstanding, and upon being
indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights
of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem
most effectual to protect and enforce any such right, at law or in equity, either for the specific
performance of any covenant or agreement contained herein, or in aid of the execution of any
power herein granted, or for the enforcement of any other appropriate legal or equitable right or
remedy vested in the Trustee or in such Owners under the Indenture, the Law or any other law.
All rights of action under the Indenture or the Bonds or otherwise may be prosecuted and
enforced by the Trustee without the possession of any of the Bonds or the production thereof in
any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee
shall be brought in the name of the Trustee for the benefit and protection of all the Owners of
such Bonds, subject to the provisions of the Indenture.
Section 10.04 Bondowners' Direction of Proceedings. The Owners of a majority in
aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument
or concurrent instruments in writing executed and delivered to the Trustee, to direct the method
of conducting all remedial proceedings taken by the Trustee hereunder; provided, that such
52
direction shall not be otherwise than in accordance with law and the provisions of the Indenture,
and that the Trustee shall have the right to decline to follow any such direction which in the
opinion of the Trustee would be unjustly prejudicial to Bondowners not parties to such direction.
Section 10.05 Limitation on Bondowners' Riaht to Sue. No Owner of any Bond shall
have the right to institute any suit, action or proceeding at law or in equity, for the protection or
enforcement of any right or remedy under the Indenture, the Law or any other applicable law
with respect to such Bond, unless (1) such Owner shall have given to the Trustee written notice
of the occurrence of an Event of Default; (2) the Owners of not less than twenty-five per cent
(25%) in aggregate principal amount of Bonds then Outstanding shall have made written request
upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or
proceeding in its own name; (3) such Owner or said Owners shall have tendered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with
such request; and (4) the Trustee shall have refused or omitted to comply with such request for a
period of sixty (60) days after such written request shall have been received by, and said tender
of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any
remedy hereunder or under law; it being understood and intended that no one or more Owner of
Bonds shall have any right in any manner whatever by his or their action to affect, disturb or
prejudice the security of the Indenture or the rights of any other Owners of Bonds, or to enforce
any right under the Indenture, the Law or other applicable law with respect to the Bonds, except
in the manner herein provided, and that all proceedings at law or in equity to enforce any such
right shall be instituted, had and maintained in the manner herein provided and for the benefit
and protection of all Owners of the Outstanding Bonds, subject to the provisions of the
Indenture.
Section 10.06 Non-Waiver. Nothing in this Article or in any other provision of the
Indenture, or in the Bonds, shall affect or impair the obligation of the Agency, which is absolute
and unconditional, to pay the principal of, and the interest on the Bonds to the respective Owners
of the Bonds at the respective dates of maturity, as herein provided, out of the Tax Revenues
pledged for such payment, or affect or impair the right of action, 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 and in the Indenture.
A waiver of any default or breach of duty or contract by any Owner shall not affect any
subsequent default or breach of duty or contract, or impair any rights or remedies on any such
subsequent default or breach. No delay or omission by any Owner to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein, and every power and remedy conferred
upon the Owners by the Law or by this Article may be enforced and exercised from time to time
and as often as shall be deemed expedient by the Owners.
If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned
or determined adversely to the Owners, the Trustee, the Agency and the Owners shall be restored
53
to their former positions, rights and remedies as if such suit, action or proceeding had not been
brought or taken.
Section 10.07 Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Trustee or the Owners is intended to be exclusive of any other remedy. Every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised
without exhausting and without regard to any other remedy conferred by the Law or any other
law.
ARTICLE XI
DEFEASANCE
Section 11.01 Discharge of Indebtedness. (a) If(i) the Agency shall pay or cause to be
paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof
and the interest and premium, if any, thereon at the times and in the manner stipulated herein and
therein, and (ii) all other amounts due and payable hereunder shall have been paid, then the
Owners shall cease to be entitled to the lien created hereby, and all agreements, covenants and
other obligations of the Agency hereunder shall thereupon cease, terminate and become void and
be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Agency all
such instruments as may be necessary or desirable to evidence such discharge and satisfaction,
and the Trustee shall pay over or deliver to the Agency all money or securities held by it
pursuant hereto which are not required for the payment of the principal of and interest and
premium, if any, on the Bonds.
(b) Subject to the provisions of subsection (a) of this section, when any Bond shall
have been paid and if, at the time of such payment, the Agency shall have kept, performed and
observed all of the covenants and promises in such Bonds and in the Indenture required or
contemplated to be kept, performed and observed by it or on its part on or prior to that time, then
the Indenture shall be considered to have been discharged in respect of such Bond and such Bond
shall cease to be entitled to the lien created hereby, and all agreements, covenants and other
obligations of the Agency hereunder shall cease, terminate, become void and be completely
discharged and satisfied as to such Bond.
(c) Notwithstanding the discharge and satisfaction of the Indenture or the discharge
and satisfaction of the Indenture in respect of any Bond, those provisions of the Indenture
relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer
of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and
cancellation of Bonds, non-presentment of Bonds, and the duties of the Trustee in connection
with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the
Owners and the Trustee shall continue to be obligated to hold in trust any moneys or investments
then held by the Trustee for the payment of the principal of and interest and premium, if any, on
the Bonds, to pay to the Owners of the Bonds the funds so held by the Trustee as and when such
payment becomes due.
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Section 11.02 Bonds Deemed to Have Been Paid. (a) If moneys shall have been set
aside and held by the Trustee for the payment or redemption of any Bond and the payment of the
interest thereon to the maturity or redemption date thereof, such Bond shall be deemed to have
been paid within the meaning and with the effect provided in Section 11.01 hereof. Any
Outstanding Bond shall prior to the maturity date or redemption date thereof be deemed to have
been paid within the meaning of and with the effect expressed in Section 11.01 hereof if:
(i) there shall have been deposited with the Trustee either (A) money in an
amount which shall be sufficient, or (B) Federal Securities, the principal of and the
interest on which when due, and without any reinvestment thereof, will provide moneys
which shall be sufficient to pay when due the interest to become due on such Bond on
and prior to the maturity date or redemption date thereof, as the case may be, and the
principal of and premium, if any, on such Bond, and
(ii) in the event such Bond is not by its terms subject to redemption within the
next succeeding 60 days, the Agency shall have given the Trustee in form satisfactory to
it irrevocable instructions to mail as soon as practicable, a notice to the owners of such
Bond that the deposit required by clause (i) above has been made with the Trustee and
that such Bond is deemed to have been paid in accordance with this section and stating
the maturity date or redemption date upon which money is to be available for the
payment of the principal of and premium, if any, on such Bond.
Neither the money nor the Federal Securities deposited with the Trustee pursuant to this
subsection in connection with the deemed payment of Bonds, nor principal or interest payments
on any such Federal Securities, shall be withdrawn or used for any purpose other than, and shall
be held in trust for and pledged to, the payment of the principal of and, premium, if any, and
interest on such Bonds.
(b) No Bond shall be deemed to have been paid pursuant to clause (i)(B) of
subsection (a) of this section unless the Agency shall cause to be delivered (A) an executed copy
of a Verification Report with respect to such deemed payment, addressed to the Agency and the
Trustee, (B) a copy of the escrow agreement entered into in connection with the deposit pursuant
to clause (i)(B) of subsection (a) of this section resulting in such deemed payment, which escrow
agreement shall provide that no substitution of Federal Securities shall be permitted except with
other Federal Securities and upon delivery of a new Verification Report and no reinvestment of
Federal Securities shall be permitted except as contemplated by the original Verification Report
or upon delivery of a new Verification Report, and (C) a copy of an opinion of counsel of
recognized standing in the field of law relating to municipal bonds, dated the date of such
deemed payment and addressed to the Agency and the Trustee, to the effect that such Bond has
been paid within the meaning and with the effect expressed in the Indenture, and all agreements,
covenants and other obligations of the Agency hereunder as to such Bond have ceased,
terminated,become void and been completely discharged and satisfied.
(c) The Trustee is entitled to rely upon (i) an opinion of counsel of recognized
standing in the field of law relating to municipal bonds to the effect that the conditions precedent
to a deemed payment pursuant to clause (ii) of subsection (a) of this section have been satisfied,
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and (ii) such other opinions, certifications and computations, of accountants or other financial
consultants concerning the matters described in paragraph (a)(i) of this section.
ARTICLE XII
MISCELLANEOUS
Section 12.01 Liability of Agency Limited to Tax Revenues. The Agency shall not be
required to advance any money derived from any source of income other than the Tax Revenues
for the payment of the principal of, and the interest on the Bonds or for the performance of any
covenants herein contained, other than the covenants contained in Section 6.11 hereof. The
Agency may, however, advance funds for any such purpose,provided that such funds are derived
from a source legally available for such purpose.
The Bonds are special obligations of the Agency and are payable, as to interest thereon
and principal thereof, exclusively from the Tax Revenues, and the Agency is not obligated to pay
them except from the Tax Revenues. All of the Bonds are equally secured by a pledge of, and
charge and lien upon, all of the Tax Revenues, and the Tax Revenues constitute a trust fund for
the security and payment of the principal of, and the interest on the Bonds, to the extent set forth
in the Indenture. The Bonds are not a debt of the City, the County, the State of California or any
other political subdivision of the State, and neither said City, said State, said County nor any of
the State's other political subdivisions is liable therefor, nor in any event shall the Bonds be
payable out of any funds or properties other than those of the Agency pledged therefor as
provided in the Indenture. The Bonds do not constitute an indebtedness within the meaning of
any constitutional or statutory limitation or restriction, and neither the City Council members
acting for the Agency nor any persons executing the Bonds are liable personally on the Bonds by
reason of their issuance.
Section 12.02 Parties Interested Herein. Nothing in the Indenture, expressed or
implied, is intended to give to any person other than the Agency, the Trustee, [the Bond Insurer]
and the Owners any right, remedy or claim under or by reason of the Indenture. Any covenants,
stipulations, promises or agreements in the Indenture contained by and on behalf of the Agency
or any City Council member or officer or employee of the Agency shall be for the sole and
exclusive benefit of the Trustee, [the Bond Insurer] and the Owners.
Section 12.03 Unclaimed Moneys. Unclaimed Money. Anything contained herein to
the contrary notwithstanding, any money held by the Trustee in trust for the payment and
discharge of the interest on, or principal or prepayment premium, if any, of any Bond which
remains unclaimed for two (2) years after the date when such amounts have become payable, if
such money was held by the Trustee on such date, or for two (2) years after the date of deposit of
such money if deposited with the Trustee after the date such amounts have become payable shall
be paid by the Trustee to the Agency as its absolute property free from trust, and the Trustee
shall thereupon be released and discharged with respect thereto and the Owners shall look only
to the Agency for the payment of such amounts; provided, that before being required to make
any such payment to the Agency, the Trustee shall, at the expense of the Agency, give notice by
first class mail to all Owners and to the Securities Depository and the MSRB that such money
remains unclaimed and that after a date named in such notice, which date shall not be less than
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sixty (60) days after the date of giving such notice, the balance of such money then unclaimed
will be returned to the Agency.
Section 12.04 Moneys Held for Particular Bonds. The money held by the Trustee for
the payment of the principal of or premium or interest on particular Bonds due on any date (or
portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and
pending such payment, be set aside on its books and held in trust by it for the Owners of the
Bonds entitled thereto, subject, however, to the provisions of Section 12.03 hereof, but without
any liability for interest thereon.
Section 12.05 Successor Is Deemed Included in All References to Predecessor.
Whenever in the Indenture either the Agency or any City Council member or officer or employee
thereof is named or referred to, such reference shall be deemed to include the successor to the
powers, duties and functions, with respect to the management, administration and control of the
affairs of the Agency, that are presently vested in the Agency or such City Council member,
officer or employee, and all the agreements, covenants and provisions contained in the Indenture
by or on behalf of the Agency or any City Council member, officer or employee thereof shall
bind and inure to the benefit of the respective successors thereof whether so expressed or not.
Section 12.06 Execution of Documents by Owners. Any request, declaration or other
instrument which the Indenture may require or permit to be executed by Owners may be in one
or more instruments of similar tenor, and shall be executed by Owners in person or by their
attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state or territory in which he
purports to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
The Trustee may nevertheless in its discretion require further or other proof in cases
where it deems the same desirable. The ownership of registered Bonds and the amount,
maturity, number and date of holding the same shall be proved by the registry books provided for
in Section 2.12.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond with respect to anything done by the Agency in good faith
and in accordance therewith.
Section 12.07 Waiver of Personal Liability. No City Council member or officer or
employee of the Agency shall be individually or personally liable for the payment of the
principal of, premium, if any, and the interest on the Bonds; but nothing herein contained shall
relieve any City Council member or officer or employee of the Agency from the performance of
any official duty provided by law.
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Section 12.08 Acquisition of Bonds by Agency. All Bonds acquired by the Agency,
whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation.
Section 12.09 Destruction of Cancelled Bonds. Whenever in the Indenture provision is
made for return to the Agency of any Bonds which have been cancelled pursuant to the
provisions of the Indenture, the Agency may, by a Written Request of the Agency, direct the
Trustee to destroy such Bonds and furnish to the Agency a certificate of such destruction.
Section 12.10 Content of Certificates and Reports. Every certificate or report with
respect to compliance with a condition or covenant provided for in the Indenture shall include (a)
a statement that the person or persons making or giving such certificate or report have read such
covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or report are based; (c) a statement that, in the opinion of the
signers, they have made or caused to be made such examination or investigation as is necessary
to enable them to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (d) a statement as to whether, in the opinion of the signers, such
condition or covenant has been complied with.
Any such certificate made or given by an officer of the Agency may be based, insofar as
it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless
such officer knows that the certificate or opinion or representations with respect to the matters
upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of
reasonable care should have known that the same were erroneous. Any such certificate or
opinion or representation made or given by counsel may be based, insofar as it relates to factual
matters information with respect to which is in the possession of the Agency, upon the certificate
or opinion of or representations by an officer or officers of the Agency, unless such counsel
knows that the certificate or opinion or representations with respect to the matters upon which
his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in exercise
of reasonable care should have known that the same were erroneous.
Section 12.11 Funds and Accounts. Any fund or account required by the Indenture to
be established and maintained by the Agency or the Trustee may be established and maintained
in the accounting records of the Agency or the Trustee either as a fund or an account, and may,
for the purposes of such records, any audits thereof and any reports or statements with respect
thereto, be treated either as a fund or as an account; but all such records with respect to all such
funds and accounts shall at all times be maintained in accordance with sound accounting
practices and with due regard for the protection of the security of the Bonds and the rights of the
Owners.
Section 12.12 Article and Section Headings and References. The headings or titles of
the several Articles and sections hereof, and the table of contents appended hereto, shall be
solely for convenience of reference and shall not affect the meaning, construction or effect of the
Indenture.
All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding articles, sections or subdivisions of the Indenture; and the words "herein,"
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"hereof," "hereunder" and other words of similar import refer to the Indenture as a whole and not
to any particular article, section or subdivision hereof
Section 12.13 Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof provided in the Indenture to be performed on the part of the Agency (or of the
Trustee) should be contrary to law, then such agreement or agreements, such covenant or
covenants, or such portions thereof, shall be null and void and shall be deemed separable from
the remaining agreements and covenants or portions thereof and shall in no way affect the
validity of the Indenture or of the Bonds; but the Owners shall retain all the rights and benefits
accorded to them under the Law or any other applicable provisions of law. The Agency hereby
declares that it would have entered into the Indenture and each and every other section,
paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the
issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections,
paragraphs, subdivisions, sentences, clauses or phrases of the Indenture or the application thereof
to any person or circumstance may be held to be unconstitutional,unenforceable or invalid.
Section 12.14 Notices. All notices required to be given hereunder to the Agency, the
Trustee [and the Bond Insurer], shall be sent to the following addresses:
Agency: Successor Agency to the Redevelopment Agency
of the City of San Bernardino
300 N.D. Street, 6h Floor
San Bernardino, California 92418
Attention: Successor Agency Manager
Trustee: U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
[Bond Insurer:] [
Attention:
Re: Policy No.
Telephone:
Telecopier:
In each case in which notice or other
communication refers to an Event of Default, then
a copy of such notice or other communication
shall also be sent to the attention of the General
Counsel and shall be marked to indicate
"URGENT MATERIAL ENCLOSED."]
Section 12.15 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Bond Insurance Payment and Reimbursement
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Provisions. The following provisions shall govern in the event of a conflict with any contrary
provision of the Indenture.
If, on the third Business Day prior to the related scheduled interest payment date or
principal payment date ("Payment Date") there is not on deposit with the Trustee, after making
all transfers and deposits required under the Indenture, moneys sufficient to pay the principal of
and interest on the Insured Bonds due on such Payment Date, the Trustee shall give notice to the
Bond Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or
telecopy of the amount of such deficiency by 12:00 noon,New York City time, on such Business
Day. If, on the second Business Day prior to the related Payment Date, there continues to be a
deficiency in the amount available to pay the principal of and interest on the Insured Bonds due
on such Payment Date, the Trustee shall make a claim under the Bond Insurance Policy and give
notice to the Bond Insurer and the Bond Insurer's Fiscal Agent (if any) by telephone of the
amount of such deficiency, and the allocation of such deficiency between the amount required to
pay interest on the Insured Bonds and the amount required to pay principal of the Insured Bonds,
confirmed in writing to the Bond Insurer and the Bond Insurer's Fiscal Agent by 12:00 noon,
New York City time, on such second Business Day by filling in the form of Notice of Claim and
Certificate delivered with the Bond Insurance Policy.
In accordance with each Agency Indenture, the Agency Trustee shall telephonically
notify the Trustee on 3rd Business Day and again 2nd Business day, confirmed by fax/email,
prior to each Interest Payment Date if there is an insufficiency of funds on deposit with the
Agency Trustee. The Trustee shall give the notice and claim to Bond Insurer if it has been
notified by the Agency Trustee of the insufficiency of funds on deposit with the Agency Trustee
for the upcoming payment to the Trustee.
The Trustee shall designate any portion of payment of principal on Insured Bonds paid by
the Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other
advancement of maturity, on its books as a reduction in the principal amount of Insured Bonds
registered to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a
replacement Bond to the Bond Insurer, registered in the name of , in a principal
amount equal to the amount of principal so paid (without regard to authorized denominations);
provided that the Trustee's failure to so designate any payment or issue any replacement Insured
Bond shall have no effect on the amount of principal or interest payable by the Agency on any
Insured Bond or the subrogation rights of the Bond Insurer.
The Trustee shall keep a complete and accurate record of all funds deposited by the Bond
Insurer into the Policy Payments Account (defined below) and the allocation of such funds to
payment of interest on and principal of any Insured Bond. The Bond Insurer shall have the right
to inspect such records at reasonable times upon reasonable notice to the Trustee.
Upon payment of a claim under the Bond Insurance Policy, the Trustee shall establish a
separate special purpose trust account for the benefit of Owners referred to herein as the "Policy
Payments Account" and over which the Trustee shall have exclusive control and sole right of
withdrawal. The Trustee shall receive any amount paid under the Bond Insurance Policy in trust
on behalf of Owners and shall deposit any such amount in the Policy Payments Account and
distribute such amount only for purposes of making the payments for which a claim was made.
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Such amounts shall be disbursed by the Trustee to Owners in the same manner as principal and
interest payments are to be made with respect to the Insured Bonds under the sections hereof
regarding payment of Insured Bonds. It shall not be necessary for such payments to be made by
checks or wire transfers separate from the check or wire transfer used to pay debt service with
other funds available to make such payments. Notwithstanding anything herein to the contrary,
the Agency agrees to pay to the Bond Insurer (i) a sum equal to the total of all amounts paid by
the Bond Insurer under the Bond Insurance Policy (the "Insurer Advances"); and (ii) interest on
such Insurer Advances from the date paid by the Bond Insurer until payment thereof in full,
payable to the Bond Insurer at the Late Payment Rate per annum, each including from amounts
paid to the Agency to the extent allocable to unpaid debt service on the Series 2015 Bonds
(collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the lesser of
(a) the greater of (i) the per annum rate of interest, publicly announced from time to time by
JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base
lending rate (any change in such rate of interest to be effective on the date such change is
announced by JPMorgan Chase Bank) plus 3.00%, and (ii) the then applicable highest rate of
interest on the Insured Bonds and (b) the maximum rate permissible under applicable usury or
similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days. The Agency hereby covenants and agrees
that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the Trust Estate
and payable from such Trust Estate on a parity with debt service due on the Insured Bonds,
payable solely from the Trust Estate.
Funds held in the Policy Payments Account shall not be invested by the Trustee and may
not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in
the Policy Payments Account following a bond payment date shall promptly be remitted to the
Bond Insurer.
The Bond Insurer shall, to the extent it makes any payment of principal of or interest on
the Insured Bonds, become subrogated to the rights of the recipients of such payments in
accordance with the terms of the Bond Insurance Policy. Each obligation of the Agency to the
Bond Insurer under the Related Documents shall survive discharge or termination of such
Related Documents.
The Agency shall pay or reimburse the Bond Insurer any and all charges, fees, costs and
expenses that the Bond Insurer may reasonably pay or incur in connection with (i) the
administration, enforcement, defense or preservation of any rights or security in any Related
Document; (ii) the pursuit of any remedies under the Indenture or any other Related Document
or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect
to, or related to, the Indenture or any other Related Document whether or not executed or
completed, or (iv) any litigation or other dispute in connection with the Indenture or any other
Related Document or the transactions contemplated thereby, other than costs resulting from the
failure of the Bond Insurer to honor its obligations under the Bond Insurance Policy. The Bond
Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment,
waiver or consent proposed in respect of the Indenture or any other Related Document.
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After payment of reasonable expenses of the Trustee, the application of funds realized
upon default shall be applied to the payment of expenses of the Agency only after the payment of
past due and current debt service on the Insured Bonds.
The Bond Insurer shall be entitled to pay principal or interest on the Insured Bonds that
shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Agency (as
such terms are defined in the Bond Insurance Policy) and any amounts due on the Insured Bonds
as a result of acceleration of the maturity thereof in accordance with the Indenture, whether or
not the Bond Insurer has received a Notice of Nonpayment (as such terms are defined in the
Bond Insurance Policy) or a claim upon the Bond Insurance Policy.
The rights granted to the Bond Insurer under the Indenture or any other Related
Document to request, consent to or direct any action are rights granted to the Bond Insurer in
consideration of its issuance of the Bond Insurance Policy. Any exercise by the Bond Insurer of
such rights is merely an exercise of the Bond Insurer's contractual rights and shall not be
construed or deemed to be taken for the benefit, or on behalf, of the Owners and such action does
not evidence any position of the Bond Insurer, affirmative or negative, as to whether the consent
of the Bondowners or any other person is required in addition to the consent of the Bond Insurer.
Amounts paid by the Bond Insurer under the Bond Insurance Policy shall not be deemed
paid for purposes of the Indenture and the Insured Bonds relating to such payments shall remain
Outstanding and continue to be due and owing until paid by the Issuer in accordance with the
Indenture. The Indenture shall not be discharged unless all amounts due or to become due to the
Bond Insurer have been paid in full or duly provided for.
In determining whether any amendment, consent, waiver or other action to be taken, or
any failure to take action, under the Indenture would adversely affect the security for the Insured
Bonds or the rights of the Owners, the Trustee shall consider the effect of any such amendment,
consent, waiver, action or inaction as if there were no Bond Insurance Policy.
The Bond Insurer shall be deemed to be the sole holder of the Bond Insured for the
purpose of exercising any voting right or privilege or giving any consent or direction or taking
any other action that the holders of the Bonds insured by it are entitled to take pursuant to the
Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the
Trustee. Remedies granted to the Bondholders shall expressly include mandamus.
No contract shall be entered into or any action taken by which the rights of the Bond
Insurer or security for or sources of payment of the Insured Bonds may be impaired or prejudiced
in any material respect except upon obtaining the prior written consent of the Bond Insurer.
Any interest rate exchange agreement ("Swap Agreement") entered into by the Agency
with respect to the Series 2015 Bonds shall meet the following conditions: (i) the Swap
Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets
then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the
next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or
multiplier component greater than 1.Ox unless there is a matching hedge arrangement which
effectively off-sets the exposure from any such element or component. Unless otherwise
62
consented to in writing by the Bond Insurer, any uninsured net settlement, breakage or other
termination amount then in effect shall be subordinate to debt service on the Insured Bonds and
on any debt on parity with the Bonds. The Agency shall not terminate a Swap Agreement unless
it demonstrates to the satisfaction of the Bond Insurer prior to the payment of any such
termination amount that such payment will not cause the Agency to be in default under the
Related Documents, including but not limited to, any monetary obligations thereunder. All
counterparties or guarantors to any Swap Agreement must have a rating of at least "A-" and
"A3" by Standard & Poor's (S&P") and Moody's Investors Service ("Moody's"). If the
counterparty or guarantor's rating falls below "A-" or "A3" by either S&P or Moody's, the
counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which
credit support annex shall be acceptable to the Bond Insurer. If the counterparty or the
guarantor's long term unsecured rating falls below"Baal" or"BBB+" by either Moody's or S&P,
a replacement counterparty or guarantor, acceptable to the Bond Insurer, shall be required.]
Section 12.16 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE:] [Bond Insurer Notice Provisions. The Bond
Insurer shall be provided with the following information by the Agency or Trustee, as the case
may be:
(i) Annual audited financial statements as part of the Annual Report (as
defined in the Continuing Disclosure Agreement), provided, however, that the audited
financial statements of the Agency may be submitted separately from the balance of the
Annual Report, and later than the date required for the filing of the Annual Report and as
soon as practicable if they are not available by that date, and such other information, data
or reports as the Bond Insurer shall reasonably request from time to time;
(ii) Notice of any draw upon the Agency's Reserve Account within two
Business Days after knowledge thereof other than (i)withdrawals of amounts in excess of
the applicable Reserve Account Requirement and (ii) withdrawals in connection with a
refunding of the Insured Series 2015 Bonds;
(iii) Notice of any default known to the Trustee or Agency within five
Business Days after knowledge thereof;
(iv) Prior notice of the advance refunding or redemption of any of the Insured
Series 2015 Bonds, including the principal amount, maturities and CUSIP numbers
thereof;
(v) Notice of the resignation or removal of the Trustee and Bond Registrar
and the appointment of, and acceptance of duties by, any successor thereto;
(vi) Notice of the commencement of any proceeding by or against the Agency
commenced under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding");
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(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment of principal
of, or interest on,the Insured Series 2015 Bonds;
(viii) A full original transcript of all proceedings relating to the execution of any
amendment, supplement, or waiver to the Related Documents; and
(ix) All reports, notices and correspondence to be delivered to Bondowners
under the terms of the Related Documents.
In addition, to the extent that the Agency has entered into a continuing disclosure
agreement, covenant or undertaking with respect to the Insured Series 2015 Bonds, all
information furnished pursuant to such agreements shall also be provided to the Bond Insurer,
simultaneously with the furnishing of such information.
The Bond Insurer shall have the right to receive such additional information as it may
reasonably request.
Notwithstanding the foregoing, the Bond Insurer agrees to receive notice, and shall be
deemed to have received notice in satisfaction of the provisions set forth in this Section, by
filings made (or caused to be made) by the Agency through the Electronic Municipal Market
Access website of the Municipal Securities Rulemaking Board (including in accordance with
Section 12.16(i)), currently located at http://emma.msrb.org. The Agency will use good faith
efforts to provide notice (by first class mail or facsimile or electronic mail) of such filings to the
Bond Insurer.]
Section 12.17 [EXEMPLAR BOND INSURER TERMS INCLUDED FOR
REFERENCE; SUBJECT TO CHANGE: Bond Insurer as Third Party Beneficiary. The
Bond Insurer is hereby expressly made a third party beneficiary of the Indenture and each other
Related Documents.]
Section 12.18 California Law. The Indenture of Trust shall be construed and governed
in accordance with the laws of the State of California.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the Agency and the Trustee have entered into this Indenture
of Trust by their officers thereunto duly authorized as of the day and year first above written.
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
[Authorized Officer]
ATTEST:
By:
City Clerk of the City of San
Bernardino, acting for Successor Agency
to the Redevelopment Agency of the
City of San Bernardino
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
OHSUSA:762076270.2 [Signature page to Indenture]
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APPENDIX A
FORM OF BOND
No. $
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
TAX ALLOCATION REFUNDING BONDS
[SERIES 2015A][2015B (FEDERALLY TAXABLE)]
RATE OF
BOND DATE: MATURITY DATE: INTEREST: CUSIP NUMBER:
_, 2015 [December] 1, 20_
Registered Owner: CEDE & CO.
Principal Amount:
THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, a public body, corporate and politic, duly organized and
i existing under and pursuant to the laws of the State of California (the "Agency"), for value
received hereby promises to pay to the registered owner specified above, or registered assigns,
on the maturity date set forth above (subject to any right of prior redemption hereinafter
mentioned) the principal sum set forth above in lawful money of the United States of America;
and to pay interest thereon at the interest rate per annum set forth above in like lawful money
from the date hereof. The interest on this Bond will be payable on [June] 1 and [December] 1 in
each year (each an "Interest Payment Date"), commencing on 1, 2015. The principal
hereof and redemption premium hereon, if any, are payable upon presentation and surrender
hereof at the Principal Corporate Trust Office (as defined in the Indenture) of U.S. Bank
National Association (together with any successor as trustee under the Trust Agreement
hereinafter mentioned, the "Trustee"). Interest hereon is payable by check, mailed by first class
mail, on each interest payment date to the owner whose name appears on the Bond Register
maintained by the Trustee as of the close of business on the fifteenth day of the month preceding
the month in which the interest payment date occurs (the "Record Date"), except with respect to
defaulted interest for which a special record date will be established; provided, that in the case of
an owner of one million dollars ($1,000,000) or more in aggregate principal amount of Bonds,
upon written request of such owner to the Trustee received not later than the Record Date, such
interest shall be paid on the interest payment date in immediately available funds by wire
transfer. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
This Bond is a duly authorized issue of Successor Agency to the Redevelopment Agency
of the City of San Bernardino Tax Allocation Refunding Bonds, Series [2015A][2015B
(Federally Taxable)] (the `Bonds"), limited in aggregate principal amount to $ all of
like tenor and date (except for such variations, if any, as may be required to designate varying
numbers, maturities, interest rates or redemption provisions), all issued under the provisions of
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the Community Redevelopment Law of the State of California, as amended including, without
limitation, by Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section
34170) (the "Law"), and pursuant to the provisions of the Indenture of Trust, dated as of
1, 2015, by and between the Agency and U.S. Bank National Association, as trustee (the
"Indenture").
Simultaneously with the issuance of the Series [2015A][2015B] Bonds, the Agency is
issuing its Successor Agency to the Redevelopment Agency of the City of San Bernardino Tax
Allocation Refunding Bonds, Series [2015A][2015B (Federally Taxable)] (the "Series
[2015A][2015B] Bonds"), in the aggregate principal amount of $ The Series
[2015A][2015B] Bonds are on a parity with the Series [2015A][2015B] Bonds. Pursuant to and
as more particularly provided in the Indenture, Additional Bonds may be issued by the Agency
payable from Tax Revenues as provided in the Indenture.
All Bonds are equally and ratably secured in accordance with the terms and conditions of
the Indenture, and reference is hereby made to the Indenture, to any resolutions supplemental
thereto and to the Law for a description of the terms on which the Bonds are issued, for the
provisions with regard to the nature and extent of the security provided for the Bonds and of the
nature, extent and manner of enforcement of such security, and for a statement of the rights of
the registered owners of the Bonds; and all the terms of the Indenture and the Law are hereby
incorporated herein and constitute a contract between the Agency and the registered owner from
time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by
his acceptance hereof, consents and agrees. Each registered owner hereof shall have recourse to
all the provisions of the Law and the Indenture and shall be bound by all the terms and
conditions thereof.
The Bonds are issued to provide funds to aid in refunding outstanding bonds of the
Agency as more particularly described in the Indenture. The Bonds are special obligations of the
Agency and are payable, as to interest thereon, principal thereof and any premiums upon the
redemption thereof, exclusively from the Tax Revenues (as that term is defined in the Indenture
and herein called the "Tax Revenues"), and the Agency is not obligated to pay them except from
the Tax Revenues. The Bonds are equally secured by a pledge of, and charge and lien upon, the
Tax Revenues, and the Tax Revenues constitute a trust fund for the security and payment of the
principal of,premium, if any, and the interest on the Bonds.
The Agency hereby covenants and warrants that, for the payment of the principal of,
premium, if any, and the interest on this Bond and all other Bonds issued under the Indenture
when due, there has been created and will be maintained by the Trustee a special fund into which
Tax Revenues shall be deposited, as provided in the Indenture, and as an irrevocable charge the
Agency has allocated the Tax Revenues solely to the payment of the principal of, premium, if
any, and the interest on the Bonds to the extent set forth in the Indenture, and the Agency will
pay promptly when due the principal of, premium, if any, and the interest on this Bond and all
other Bonds of this issue out of said special fund, all in accordance with the terms and provisions
set forth in the Indenture.
The Bond shall be subject to redemption on the dates, in the amounts and in the manner
provided therefor in the Indenture.
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If an event of default, as defined in the Indenture, shall occur, the principal of all Bonds
may be declared due and payable upon the conditions, in the manner and with the effect provided
in the Indenture; except that the Indenture provides that in certain events such declaration and its
consequences may be rescinded by the registered owners of at least twenty-five per cent (25%)
in aggregate principal amount of the Bonds then Outstanding.
The Bonds are issuable only in the form of fully registered Bonds in the denomination of
$5,000 or any integral multiple thereof(not exceeding the principal amount of Bonds maturing at
any one time). The owner of any Bond or Bonds may surrender the same at the above-
mentioned office of the Trustee in exchange for an equal aggregate principal amount of fully
registered Bonds of any other authorized denominations, in the manner, subject to the conditions
and upon the payment of the charges provided in the Indenture.
This Bond is transferable, as provided in the Indenture, only upon a register to be kept for
that purpose at the above-mentioned office of the Trustee by the registered owner hereof in
person, or by his duly authorized attorney, upon surrender of this Bond together with a written
instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his
duly authorized attorney, and thereupon a new fully registered Bond or Bonds, in the same
aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in
the Indenture, and upon payment of the charges therein prescribed. The Agency and the Trustee
may deem and treat the person in whose name this Bond is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of, the interest hereon and
principal hereof and redemption premium, if any, hereon and for all other purposes, and the
Agency and the Trustee shall not be affected by any notice to the contrary.
The rights and obligations of the Agency and of the registered owners of the Bonds may
be amended at any time in the manner, to the extent and upon the terms provided in the
Indenture, but no such amendment shall (1) extend the maturity of this Bond, or reduce the
interest rate hereon, or otherwise alter or impair the obligation of the Agency to pay the interest
hereon or principal hereof or any premium payable on the redemption hereof at the time and
place and at the rate and in the currency provided herein, without the express written consent of
the registered owner of this Bond, or (2) permit the creation by the Agency of any mortgage,
pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created
in the Indenture for the benefit of the Bonds and all additional tax allocation bonds authorized by
the Indenture or (3) reduce the percentage of Bonds required for the written consent to an
amendment of the Indenture, or (4) modify any rights or obligations of the Trustee without its
prior written assent thereto; all as more fully set forth in the Indenture.
This Bond is not a debt of the City of San Bernardino, the County of San Bernardino, the
State of California or any other political subdivision of the State, and neither said City, said
State, said County nor any of the State's other political subdivisions is liable therefor, nor in any
event shall this Bond be payable out of any funds or properties other than those of the Agency
pledged therefor as provided in the Indenture. This Bond does not constitute an indebtedness
within the meaning of any constitutional or statutory limitation or restriction, and neither the City
Council members acting for the Agency nor any persons executing the Bonds are liable
personally on this Bond by reason of its issuance.
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This Bond shall not be entitled to any benefits under the Indenture or become valid or
obligatory for any purpose until the certificate of authentication and registration hereon endorsed
shall have been signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened and have been performed in due time, form and manner as required by law and that the
amount of this Bond, together with all other indebtedness of the Agency, does not exceed any
limit prescribed by the Constitution or laws of the State of California, and is not in excess of the
amount of Bonds permitted to be issued under the Indenture.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the Trustee for registration of 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.
Capitalized undefined terms used herein shall have the meanings ascribed thereto in the
Indenture.
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IN WITNESS WHEREOF, the Successor Agency to the Redevelopment Agency of the
City of San Bernardino has caused this Bond to be executed in its name and on its behalf by its
City [Director of Finance], acting for Successor Agency to the Redevelopment Agency of the
City of San Bernardino and attested by its City Clerk, acting for Successor Agency to the
Redevelopment Agency of the City of San Bernardino, and has caused this Bond to be dated as
of the date above written.
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By
[Director of Finance] of the City of San Bernardino,
acting for the Successor Agency to the
Redevelopment Agency of the City of San
Bernardino
ATTEST:
City Clerk of the City of San Bernardino,
acting for Successor Agency to the
Redevelopment Agency of the City of San
Bernardino
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[FORM OF TRUSTEE CERTIFICATE OF AUTHENTICATION
AND REGISTRATION TO APPEAR ON BONDS]
This is one of the Bonds described in the within- mentioned Indenture which has been
authenticated and registered on the date set forth below.
DATED:
U.S. BANK NATIONAL ASSOCIATION, as
trustee
By:
Authorized Officer
[FORM OF ASSIGNMENT TO APPEAR ON BONDS]
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned registered
Bond and do(es) hereby irrevocably constitute and appoint
attorney to transfer the same on the bond register of the Trustee, with full power of substitution
in the premises.
Date:
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the
face of the within registered Bond in every
particular, without alteration or enlargement or
any change whatsoever.
Signature Guaranteed:
Notice: Signature must be guaranteed by an
eligible guarantor institution.
I
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I
APPENDIX B
SCHEDULE OF SEMI-ANNUAL AND ANNUAL INTEREST AND
PRINCIPAL PAYMENTS OF THE SERIES 2015 BONDS
SERIES 2015A BONDS
Annual Interest and Principal Payments:
Period
Ending Principal Interest Debt Service
Semi-Annual Interest and Principal Payments:
Period Annual Debt
Ending Principal Interest Debt Service Service
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SERIES 2015B BONDS
Annual Interest and Principal Payments:
Period
Ending Principal Interest Debt Service
Semi-Annual Interest and Principal Payments:
Period Annual Debt
Ending Principal Interest Debt Service Service
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